Draft framework — legal review required
Service Terms
This page sets out the structure of the terms under which Node Commerce provides consultancy, implementation and access to third-party commerce products. It is a working framework: sections marked as internal TODO require a commercial decision and full legal review before being used as contractual customer terms.
Last updated 17 August 2026
01
Definitions
Key terms used throughout: Node Commerce (Node Commerce Ltd), Customer (the business engaging us), Commerce Review (our structured assessment of a Customer's commerce technology), Proposal / Statement of Work (the document describing agreed services and fees), and Third-Party Products (products or services supplied by providers other than Node Commerce).
Internal TODO — not finalConfirm the full defined-term list with legal counsel, including “Deliverables”, “Customer Materials” and “Fees”.
02
Scope of services
Node Commerce provides commerce technology consultancy, recommendations, implementation assistance and access to Third-Party Products. The specific services for each engagement are those set out in the applicable Proposal or Statement of Work. Anything not described there is out of scope.
03
Commerce Reviews
A Commerce Review assesses how a Customer currently takes payments, sells and operates, and results in recommendations. Recommendations are based on the information made available to us and on provider offerings at the time of the review.
04
Proposals and statements of work
Each engagement is documented in a Proposal or Statement of Work covering deliverables, assumptions, dependencies, timelines and fees. Where these terms conflict with a signed Proposal, the Proposal takes precedence for that engagement.
Internal TODO — not finalConfirm proposal validity period and acceptance mechanism.
05
Customer responsibilities
- Providing timely access to people, systems and accounts needed to deliver the services
- Nominating a point of contact with authority to make decisions
- Maintaining its own backups and business continuity arrangements
- Holding the necessary licences and permissions for its systems and content
- Meeting its own legal, tax and regulatory obligations
06
Information supplied by customers
We rely on the accuracy and completeness of the information supplied to us. Where information is incomplete or inaccurate, recommendations and delivery may be affected. Customers should not share full payment card credentials or banking login credentials with us.
07
Third-party products and services
Third-Party Products are supplied under the provider's own terms. The Customer's contract for those products may be directly with the provider. Provider eligibility criteria, pricing and service levels are set by the provider and can change.
08
Payment providers
Node Commerce is not a bank, acquirer, payment institution or payment processor. Where card acquiring, terminals or payment processing are involved, those regulated services are provided by the relevant provider. We do not guarantee approval, rates or settlement times.
09
Banking providers
Where banking or settlement products are introduced, the provider assesses eligibility and provides the account or facility. Node Commerce does not hold customer funds and does not guarantee that any application will be accepted.
10
EPOS and software providers
EPOS and software products are licensed by their providers on the providers' terms, including support arrangements, updates and end-of-life decisions that are outside our control.
11
Websites and ecommerce projects
Website and ecommerce work is delivered against the scope in the applicable Proposal, including agreed pages, functionality, review rounds and launch criteria.
Internal TODO — not finalDecide review-round limits, acceptance/sign-off process, launch criteria, and whether hosting, maintenance and support are included or sold separately.
12
Integrations and compatibility
Integrations depend on third-party interfaces and permissions that we do not control. We do not guarantee that any two systems will remain compatible, or that a provider will not change or withdraw an interface.
13
Implementation
Implementation timelines are estimates and depend on Customer input, provider onboarding and hardware availability. We will keep the Customer informed of material changes to expected timings.
14
Fees and payment
Internal TODO — not finalPayment terms require a commercial decision: fee structure (fixed, day rate, retainer), deposit requirements, invoicing frequency, payment period, late payment interest, expenses and VAT treatment. Do not publish arbitrary terms.
15
Commissions and referral arrangements
Node Commerce may receive commission or referral fees from providers whose products it recommends or introduces. Where disclosure is appropriate or required, this will be made clear to the Customer.
Internal TODO — not finalAgree the disclosure standard (general statement vs. per-provider disclosure in proposals) and confirm with legal counsel.
16
Changes to scope
Changes to agreed scope are handled through a written change request describing the change, its impact on timing and any additional fees.
Internal TODO — not finalConfirm change-control approval process and pricing basis.
17
Intellectual property
Internal TODO — not finalOwnership and licensing of deliverables (particularly website code and design) requires a commercial decision: assignment on final payment vs. licence, and treatment of Node Commerce background IP and reusable components.
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Customer content
Customers retain ownership of content and materials they supply, and grant Node Commerce the rights needed to use them for delivering the services. Customers confirm they hold the necessary rights in that content.
19
Confidentiality
Each party will keep the other's confidential information confidential and use it only for the purposes of the engagement, except where disclosure is required by law or to providers involved in delivering the services.
20
Data protection
Each party will comply with applicable UK data protection law. Our handling of personal information is described in the Privacy Policy. Where we process personal data on a Customer's behalf, appropriate processing terms will apply.
21
Service availability
Internal TODO — not finalDecide whether support hours, response targets or any service levels are offered, and whether they differ by engagement type.
22
Warranties
We will provide the services with reasonable care and skill. We do not warrant that Third-Party Products will be error-free or meet every requirement, and we give no guarantee of cost savings, revenue increases, approval for facilities, transaction rates or settlement times unless specifically agreed in writing.
23
Limitations of liability
Internal TODO — not finalLiability caps and excluded loss categories require a commercial and legal decision (including insurance alignment). Nothing will exclude liability that cannot lawfully be excluded.
24
Indemnities
Internal TODO — not finalDecide whether indemnities are appropriate (for example customer content IP infringement) and their scope.
25
Termination
Internal TODO — not finalNotice periods, termination for convenience, and termination for breach or insolvency all require a commercial decision before publication.
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Consequences of termination
Internal TODO — not finalConfirm treatment of work in progress, fees due on termination, handover of materials and access, and survival of clauses.
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Force majeure
Neither party is liable for delay or failure caused by events beyond its reasonable control, provided it takes reasonable steps to reduce the impact and keeps the other informed.
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Complaints
Complaints should be raised with us directly at hello@nodecommerce.co.uk. Complaints about a Third-Party Product may also need to be raised with that provider under their own process.
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Notices
Notices should be sent by email to the addresses used for the engagement, or in writing to the registered office: [REGISTERED OFFICE ADDRESS].
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Assignment and subcontracting
Node Commerce may use subcontractors to deliver parts of the services and remains responsible for work carried out on its behalf. Neither party may assign the agreement without the other's consent, except as part of a business transfer.
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Entire agreement
The signed Proposal, together with these terms and any provider terms referenced, forms the agreement between the parties for the services described.
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Governing law and jurisdiction
These terms are governed by the laws of England and Wales, and the courts of England and Wales have exclusive jurisdiction.
Information on this website is general information and does not constitute financial, legal, tax or accounting advice.
