Terms of Service

1.Your Rights

These Terms of Use ("Terms") describe the terms under which Node AI Limited ("We", "Our", "Us") provides the Customer ("You", "Your", "Yourself") and Your Users access to and use of Our Platform and Services. By accessing and using Our Platform and Services:

• (a) You agree to be bound by these Terms and acknowledge having read Our Privacy Policy.
• (b) You warrant to Us that you have legal capacity and are competent to enter into this agreement.
• (c) In the event You are entering into these Terms on behalf of any entity or company, You possess the requisite authority to bind such entities to these Terms.

If You do not agree to these Terms, You should immediately cease accessing and using Our Platform and Services. You and Us will be individually referred to as "Party" and collectively as "Parties".

1.1. Subject to Your compliance with these Terms and solely during the Subscription Term, You shall have the limited, non-exclusive, revocable right to:

• Access and use the Platform and Services for your internal business purposes in accordance with the pricing plan as specifically stated in the relevant Order Form.
• Download, install and use mobile/desktop applications and plug-ins to access and use the Platform and Services.

2.Your Responsibilities

2.1. Your Account. As part of the registration process, You will identify an administrative user name and password for Your Account.

2.2. Acceptable Use. You agree not to:

• (a) License, sublicense, sell, resell, rent, lease, transfer, assign, distribute, or timeshare the Platform or make it available to any third party other than Users in furtherance of Your internal business purposes.
• (b) Modify, adapt, or hack the Platform or otherwise attempt to gain or gain unauthorised access to the Platform or related systems or networks.
• (c) Use the Platform to store or transmit Sensitive Personal Information.
• (d) Use the Platform to store or transmit Customer Data in violation of applicable laws and regulations, including privacy rights and export control laws.
• (e) Access it for purposes of creating derivative works or developing products or services in competition with the Platform.
• (f) Use the Platform to store or transmit any content that infringes intellectual property rights or is unlawful, racist, hateful, abusive, libelous, obscene, or discriminatory.
• (g) Use the Platform to post, transmit, upload, or store any viruses, malware, trojan horses, time bombs, or other harmful software.
• (h) "Crawl," "scrape," or "spider" any page, data, or portion of the Platform through manual or automated means.

2.3. If We inform You that a specified activity or purpose is prohibited with respect to the Platform, You will immediately cease such access and use.

2.4. You shall be responsible for obtaining approvals, establishing notices or policies for, and ensuring compliance with all applicable laws relating to the collection and transmission of Personal Data of Users and End Users.

2.5. Third Party / Supplier Interactions.

(a) No Supplier Fees. Except as otherwise agreed on an Order Form, We shall not charge Your suppliers for the right to interact with You through the Platform.

(b) Supplier Interactions. When using the Platform, You may enter into correspondence with and purchase goods and/or services from suppliers. Any such activities are solely between You and the applicable third-party supplier. We shall have no obligation or responsibility for such correspondence or purchases.

3.Services

3.1. Any enhancements, new features or updates to the Platform are also subject to these Terms and We reserve the right to deploy updates at any time.

3.2. The Platform may temporarily be unavailable due to scheduled downtime for upgrades and maintenance, in which case We shall use commercially reasonable endeavours to notify You in advance.

3.3. We will use commercially reasonable efforts to provide technical support services in accordance with the following terms:

• Technical support will be provided as specified in the relevant Order Form, excluding Customer holidays.
• We shall inform You of Your Point of Contact at the time of onboarding, and reserve the right to change such personnel as appropriate.
• You shall provide Us with an email address containing Your domain (e.g. [email protected]) to streamline communications with suppliers.
• We will use commercially reasonable efforts to respond to all helpdesk tickets within one (1) business day.

4.Intellectual Property Rights

4.1. Except for the rights granted to You under clause 1, all rights, title and interest in and to all intellectual property related to the Platform and Services — including patents, inventions, copyrights, trademarks, domain names, and trade secrets — shall belong to and remain exclusively with Us.

4.2. You own the rights to the Customer Data that You provide to Us. We do not claim ownership over such Customer Data. You grant to Us a royalty-free licence to use Customer Data solely to provide, support, maintain and improve the Platform and Services.

4.3. We may make developments and modifications to Our Services and Platform during the Subscription Term. We may use data available on the Platform in aggregate and anonymised form, and all rights in any such changes shall be owned by Us. You shall own all rights to Your entity-related data, reports, and analysis generated through Our Services.

4.4.–4.8. Both Parties retain ownership of their respective pre-existing Intellectual Property. Neither Party may use the other's Intellectual Property without prior written consent, nor contest the other's ownership thereof. All rights not expressly granted to You are reserved.

5.Third Party Services

5.1. You acknowledge and agree that Your use of Third-party Services will be subject to the terms and conditions and privacy policies of such third parties. We shall not be liable for Your enablement, access, or use of such Third-party Services, including Your data processed by such third parties. You should contact the Third-party service provider for any issues arising in connection with use of such services.

6.Charges and Payment

6.1. Services Fee. All charges associated with Your Account shall be as specified in the relevant Order Form ("Services Fee"). The Services Fee shall be applicable to the agreed range of Spend under Management specified in the Order Form. In case Your actual Spend under Management exceeds that specified in the Order Form during the Subscription Term, the Services Fee shall be re-negotiated through a new Order Form or amendment. The Services Fee is due in full and payable in arrears when You subscribe to the Platform and Services.

6.2. Refunds / Guaranteed Savings Shortfall. Where a guaranteed cost savings amount is specified in the relevant Order Form, You will be entitled to a refund at the end of the Subscription Term if actual cost savings fall short of the guaranteed amount. The refund shall be calculated in proportion to the percentage shortfall. For example, if the Services Fee is $500,000 and the Guaranteed cost savings is $500,000, but actual savings are only $250,000 (a 50% shortfall), You will be entitled to a refund of $250,000 (50% of the Services Fee). Any undisputed portion of the refund shall become payable at the end of the Subscription Term. The maximum refund shall not exceed the total Services Fee received. Except as specified in this clause, all Services Fees are non-refundable. No refunds shall be issued for partial or non-use of the Platform or Services.

6.3. Your Obligations. To demonstrate Guaranteed cost savings, You shall route all software contracts forming part of the Spend under Management through Our Platform by involving Our Services. If You decide not to route some proportion of renewals or upgrades through Our Platform, or to downgrade or cancel certain software contracts, We reserve the right to proportionately reduce Our Guaranteed cost savings obligations. If You do not route at least 85% of the actual Spend under Management through Us during the Subscription Term, Our Guaranteed cost savings obligations will fall away entirely without recourse.

6.4.–6.5. Savings Calculation. Savings are calculated cumulatively for either the total value of the contract, or for month-to-month subscriptions a default period of 12 months, in one or more of the following ways:

• 6.5.1 Licence upgrades/downgrades — the decrease in existing prorated contract value or unit rates enabled through Node AI's involvement and efforts.
• 6.5.2 New procurements or renewals — the difference between the initial quote or current price communicated to Us and the final price negotiated through Node AI's involvement and efforts.
• 6.5.3 Duplicate or underutilised tools — actual money saved through cancellations or downgrades triggered by Node AI's identification of such software and communicated to the Customer.
• 6.5.4 Waived charges and other renewal benefits (such as user or usage reductions) directly enabled by Node AI's involvement and efforts.

6.6. Realised Savings. Savings are classified as realised when You:

• 6.6.1 Sign off or action relevant order forms or contracts for new purchases, renewals, or contract modifications provided via vendors or resellers; and/or
• 6.6.2 Sign off or action a recommendation made by Us via self-service portals through vendors or resellers; and/or
• 6.6.3 Approve a savings opportunity in the Node platform.

6.7. Payment. Payment is due within thirty (30) days of Our invoice date, unless otherwise stated in the relevant Order Form.

6.8. Late Payments. If payment is not received by the due date, We may (i) charge interest at 1.5% per month; (ii) suspend Your access to the Platform; and/or (iii) terminate Your Account, after providing ten (10) business days' notice.

6.9. Taxes. The Services Fee is exclusive of applicable taxes including GST, VAT, withholding tax, sales tax, or any other taxes or duties imposed by the laws of the jurisdiction in which You are receiving Services. Any such taxes shall be payable by You over and above the Services Fee. Where We are required by law to charge GST under the New Zealand Goods and Services Tax Act 1985, such GST shall be added to the Services Fee and payable by You.

7.Term, Termination and Suspension

7.1. The Subscription Term shall be as set forth in the Order Form.

7.2. Termination by You. You may terminate Your Account in the event We materially breach these Terms, provided You give not less than thirty (30) days' notice to cure such breach. In the event of such termination, We shall pro-rata refund the Services Fee for the remainder of the Subscription Term.

7.3. Suspension and Termination by Us. We may suspend Your access if You are in violation of these Terms. We will notify You and provide a fifteen (15) day Cure Period. If You fail to cure the breach, or if We believe it cannot be cured, Your Account shall be terminated.

7.4. Termination for Insolvency. Either Party may terminate these Terms with notice if the other Party becomes insolvent, makes an assignment for the benefit of creditors, or has a receiver or trustee appointed for substantially all of its property.

7.5. Effect of Termination. Following termination, Your access to the Platform and Services shall cease. We retain Customer Data for thirty (30) days from the date of effective termination, after which We reserve the right to delete all Customer Data in Our possession.

8.Confidentiality; Data Privacy and Security

8.1. Any user identification codes, login credentials, or passwords must be treated as confidential and not disclosed to any third party. We shall have the right to disable any such credentials at any time if, in Our reasonable opinion, You have failed to comply with these Terms.

8.2. Each Party will protect the other's Confidential Information from unauthorised use, access, or disclosure in the same manner as it protects its own Confidential Information, and in any event, using no less than reasonable care.

8.3. We shall process Personal Data forming part of Customer Data only for the purposes of providing, maintaining, operating, supporting, and improving the Platform and Services, in accordance with these Terms, the Privacy Policy, the Data Processing Agreement, and applicable data privacy laws.

8.4. You acknowledge that We may access or disclose information about You and Your Account in order to comply with law or respond to lawful requests or legal process, or to prevent infringement of Our customers' or group companies' proprietary rights.

9.Disclaimer of Warranties

9.1. We will perform the Services in a professional and workmanlike manner using reasonable skill and care. You acknowledge that Our ability to perform the Services is dependent upon Your provision of timely information, access to resources, and cooperation.

10.Limitation of Liability

10.2. In jurisdictions which do not permit the exclusion of implied warranties or limitation of liability for incidental or consequential damages, Our liability will be limited to the greatest extent permitted by law.

11.Indemnification

11.1. Node AI will, at its own expense, defend Customer against and indemnify Customer from any third-party claim alleging that the Services constitute an infringement of valid intellectual property rights of such third party. Node AI shall have no indemnity obligation for claims resulting from: (i) Customer's use of Node AI's Software with programs not provided by Node AI; (ii) modifications to the Software made by a party other than Node AI; (iii) Customer's failure to install updates; or (iv) continued use of allegedly infringing Services after notification.

11.2. Customer will indemnify and hold Node AI harmless against any third-party claim arising from Customer's acts or omissions in connection with clause 2 of this Agreement. Customer will have no obligation with respect to any claim arising from the gross negligence or wilful misconduct of Node AI.

11.3. Indemnity obligations are subject to: (i) prompt written notice of the indemnity claim; (ii) the indemnifying Party having sole control over the defence or settlement of the claim; and (iii) the indemnitee providing reasonable support and cooperation with regard to the defence.

12.Miscellaneous

12.1. Entire Agreement. These Terms, together with any Order Form(s), constitute the entire agreement between us with regard to the subject matter hereof, and supersede any and all prior agreements.

12.2. Relationship of Parties. The parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship.

12.3. Assignment. This Agreement is not assignable, transferable or sub-licensable by either Party except with prior written consent of the other Party.

12.4. Severability. The unenforceability of any provision of this Agreement shall not affect the enforceability of any other provision. Any unenforceable provision shall be construed to the maximum extent enforceable under applicable law.

12.5. Force Majeure. We shall not be liable for unavailability of the Platform caused by circumstances beyond Our reasonable control, including acts of God, acts of government, civil unrest, technical failures, or acts undertaken by third parties including distributed denial of service attacks.

12.6. Survival. Clauses 4, 6, 7, 8, 9, 10, 11, 12 and 13 shall survive any termination of Our agreement. Termination shall not limit either Party's liability for obligations accrued prior to such termination or for any breach of these Terms.

12.7. Waiver. Failure of either Party to require performance of any provision shall not affect such Party's right to full performance thereafter. No waiver shall be effective unless in writing and duly executed by an authorised representative of the concerned Party.

12.8. Counterparts. This Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

12.9. Governing Law and Jurisdiction. These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of New Zealand. Each Party irrevocably agrees that the courts of New Zealand shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or their subject matter or formation.

13.Definitions

Account

Any accounts or instances created by You or on Your behalf for access and use of the Platform and Services.

API

The application programming interfaces developed, enabled by or licensed to Us that permit access to certain functionality provided by the Platform.

Confidential Information

All information disclosed by one Party to the other which is in tangible form and labelled 'confidential', or which a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure. Customer Data shall be deemed Confidential Information.

Customer Data

All electronic data, text, messages, personal data or other materials, including Personal Data of Users and End Users, submitted to the Platform by You through Your Account.

Documentation

Any written or electronic documentation, images, video, text or sounds specifying the functionalities of the Platform provided or made available by Us to You or Your Users.

End User

Any person or entity other than You or Your Users with whom You interact using the Platform.

Order Form

Any service order form or statement of work agreed to and executed between Us and You, specifying the Platform and Services subscribed to, Services Fee, and the Subscription Term.

Personal Data

Data relating to a living individual who is or can be identified either from the data or from the data in conjunction with other information.

Platform

Our cloud-based tech stack intelligence platform and any other platforms proprietary to Us, including the Node mobile/desktop applications, any plug-ins or browser extensions, to which You may subscribe to or download that helps You to discover, manage, and optimise Your software and AI tooling, negotiate and manage vendor relationships, manage approval processes and manage Your SaaS and technology subscriptions; and any updates, modifications or improvements thereto.

Processing / To Process

Any operation or set of operations which is performed upon Personal Data, whether or not by automatic means, such as collection, recording, organisation, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, blocking, erasure or destruction.

Savings

The amount of savings calculated in the manner provided under clause 6.4–6.5 of these Terms.

Sensitive Personal Information

Information relating to an individual's racial or ethnic origin, political opinions, religious beliefs, trade union membership, genetic data, biometric data, health data, sexual orientation, criminal offences, or any other information deemed sensitive under applicable data protection laws.

Services

Professional services offered by Us as specified in an Order Form, including software procurement handling, contract renegotiation, contract tracking, tech stack intelligence, and vendor benchmarking.

Services Fee

The price or fees, exclusive of any applicable taxes, agreed to be payable by You to Us for the Services rendered or to be rendered by Us to You during the Subscription Term as specified in the relevant Order Form.

Software

Software provided by Us (either by download or access through the internet) that allows You to use any functionality in connection with the Platform.

Spend under Management

Your total existing spend on software licence(s) and/or software tools up to the date of commencement of each Subscription Term as specified in a relevant Order Form.

Subscription Term

The period during which You have agreed to subscribe to the Platform and Services specified in a relevant Order Form.

Third-party Services

Third-party applications or services integrating with the Platform through APIs or otherwise that are not licensed by Us under these Terms.

User

Those who are designated users within the Platform, including Account administrators, agents and other designated users.

Website(s)

The websites owned and operated by Us, including https://www.nodehq.ai

Contact Us

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