Intralinks Inc v Nexans SA is English litigation between Intralinks, a US provider of virtual data rooms for corporate finance transactions, and its customer Nexans, a French cable and optical fibre manufacturer. Intralinks claims about EUR 2.19 million in usage-based fees that it says were triggered when Nexans uploaded a large volume of Excel files to a data room in August 2025. Nexans denies the sums are due and sued first in France. In September 2026 the High Court held that it has jurisdiction because Intralinks has the better of the argument that the contract incorporated an English-law version of Intralinks’ master services agreement.[1] The judgment decides jurisdiction only; the court made clear it was not deciding the merits.
Background
Intralinks charges for data rooms on a layered basis that depends on the level of service, the period and the amount of information stored. Typically a base fee covers an initial period and an amount of data, and charges rise if more data is used or the period is extended.[1]
The contract in dispute was for “Project Otto”, agreed on 2 or 3 October 2024. On either party’s version the base fee was EUR 36,000 for six months for 100,000 pages (the Included Use Limit). Pages above that were charged at EUR 0.45 each, and an extension fee applied after the initial period at EUR 0.08 per page per month, multiplied by the included limit or the total usage, whichever was greater. The page count for electronic files such as spreadsheets and PDFs depends on “conversion rates”, which the judge noted are not spelled out in either the work order or the master services agreement.[1]
The parties had dealt with each other before. Under an earlier project in February and March 2022, an upload of Excel files sharply increased the page count and led to EUR 137,568.15 in incremental fees, which was reduced to EUR 99,568.15 after negotiation. In 2024 Nexans’ M&A director asked why that data room’s usage was “heavy” and was told that the conversion rate depended on document type. Nexans also signed a Preferred Pricing Agreement, a framework setting out three pricing options with sample terms for future work orders.[1]
The dispute
Two Intralinks offices negotiated Project Otto in parallel. On 2 October 2024 the Paris office emailed a work order that incorporated, by link to Intralinks’ website, the France version of its master services agreement, with French law and Paris commercial court jurisdiction. Nexans replied “Fine by me” but never signed it. On 3 October 2024 the Frankfurt office circulated a different work order through DocuSign, which embedded an English-law version of the agreement; Nexans’ signatory signed it within a minute of receiving it, and Intralinks countersigned the same day. The two work orders also differed in their contract number and payment terms.[1]
After the initial term ended in April 2025, Nexans paid monthly extension fees. Intralinks invoiced EUR 74,383.00 in July 2025, including EUR 52,824.60 for a 117,388-page excess, and EUR 26,531.22 in August 2025. On or about 4 August 2025 Nexans uploaded many large Excel files, which Intralinks calculated at over 4 million pages. Its invoice of 29 September 2025 claimed EUR 2,193,147.00: EUR 1,843,157.70 in incremental fees for 4,095,906 pages and EUR 349,990 in extension fees for 4,374,874 pages. Intralinks suspended the service on 19 September 2025; Nexans paid the July and August invoices under protest to restore it, called the charging structure “completely disconnected from the Services actually provided” and terminated the contract from 2 October 2025.[1]
Nexans began proceedings in Nanterre, France, on 19 December 2025, claiming damages for bad faith. Intralinks issued its payment claim in London on 24 March 2026, and Nexans challenged the English court’s jurisdiction.[1]
Decision or outcome
Thomas Raphael KC, sitting as a Deputy Judge, dismissed the challenge on 2026-09-17.[1]
- The Preferred Pricing Agreement did not govern the order. It was a framework and benchmark for future work orders, not an agreement under which services were provided, and the pricing actually used for Project Otto differed from all three of its options. The sample terms in it, and the list of regional master agreements on Intralinks’ website, did not incorporate the French agreement into anything.[1]
- The signed DocuSign work order was the contract. On the material available, Intralinks had the better of the argument that no contract was formed on the unsigned 2 October work order and that the contract was concluded on the 3 October work order with its English-law agreement.[1]
- England was the proper forum. The court found the jurisdictional gateways satisfied and that England was clearly the appropriate place to try the claim.[1]
Whether the conversion rates bind Nexans and whether the EUR 2.19 million is payable are left for trial.[1]
Significance for software licensing and SAM practice
The case shows how consumption pricing for a software service can produce charges far larger than the base subscription. A EUR 36,000 six-month fee became a claim of more than EUR 2 million because one upload, counted through file-type conversion rates, multiplied the billable page count.[1] It also shows how small differences between order documents (linked regional terms in one, embedded terms in another) decide governing law and forum when a usage dispute follows.
Lessons learned
- Consumption metrics that convert files into billable units need the conversion rules in the contract, not only in sales conversations. The judge noted the conversion rates are not spelled out in the work order or the master services agreement; Intralinks relies on earlier dealings to show Nexans knew them.[1]
- When a vendor offers regional versions of its master terms, check which one the signed order actually incorporates before signing. The DocuSign order signed within a minute embedded an English-law agreement, while the order Nexans expected linked to the French one.[1]
- A pricing framework or benchmark agreement does not govern an order unless the order says so. The Preferred Pricing Agreement was held to be only a benchmark for future work orders.[1]
- Monitor usage against included limits during the term; one upload can turn a fixed-fee service into a seven-figure invoice. The August 2025 upload was calculated at over 4 million pages against an included limit of 100,000.[1]