Legal

Terms of Service

Last updated: January 2024 · NOVO Digital Ltd · England and Wales

1. Acceptance of Terms

By accessing novodigital.co or engaging NOVO Digital Ltd for services, you agree to be bound by these Terms of Service ("Terms"). If you do not agree, you must not use our website or services.

These Terms apply to all website visitors, prospective clients, and existing clients. For clients, these Terms are supplemented by a specific Statement of Work or Service Agreement signed at the commencement of engagement.

NOVO Digital Ltd is a company registered in England and Wales.

2. Services

NOVO Digital provides digital marketing services including but not limited to: paid advertising management, brand strategy, website design and development, content creation, search engine optimisation, email marketing, social media management, and AI automation systems.

The specific scope of services, deliverables, timelines, and fees for each client engagement are defined in a separate Statement of Work ("SOW") or Service Agreement. These Terms govern all engagements unless expressly superseded by a signed agreement.

We reserve the right to decline any engagement at our discretion.

3. Payment Terms

Fees for services are set out in the applicable SOW or Service Agreement. Unless otherwise agreed in writing:

Retainer fees are due on the first of each month in advance. Project fees are payable 50% upon signing and 50% upon delivery. Ad spend budgets are held separately from agency fees and must be funded in advance.

Invoices are due within 14 days of the invoice date. Late payments may incur interest at 8% above the Bank of England base rate per the Late Payment of Commercial Debts Act 1998.

We reserve the right to pause or suspend services for accounts with outstanding balances of more than 14 days. We accept payment via bank transfer or credit/debit card through our secure payment portal.

4. Client Responsibilities

To enable us to deliver effectively, you agree to:

Provide timely access to accounts, assets, and information we reasonably require. Review and approve materials within the timeframes specified in your SOW (typically 5 business days). Ensure all materials you provide to us do not infringe the rights of any third party. Maintain your own backup copies of any assets you provide to us. Designate a primary point of contact for the engagement.

Delays caused by late approvals or failure to provide required materials may affect agreed timelines, for which we accept no liability.

5. Intellectual Property

Upon receipt of full payment, all bespoke creative work, designs, and deliverables produced specifically for your engagement become your property.

We retain the right to use work produced for you in our portfolio, case studies, and marketing materials, unless you expressly request otherwise in writing before commencement.

We retain all rights to our proprietary methodologies, frameworks, tools, templates, and systems developed independently of your engagement. These are licensed to you for the duration of our working relationship and do not transfer to you.

Third-party assets (stock images, fonts, licensed software) remain subject to their original licence terms, and you are responsible for maintaining any necessary licences.

6. Confidentiality

Both parties agree to keep confidential all information exchanged that is reasonably understood to be confidential, including business strategy, financial information, client data, and proprietary processes.

This obligation does not apply to information that: (a) is or becomes publicly available through no breach of this agreement; (b) was already known to the receiving party; (c) is required to be disclosed by law or regulatory authority.

This confidentiality obligation continues for 2 years following the end of the engagement.

7. Results and Warranties

While we apply our best expertise and efforts to every engagement, we cannot guarantee specific results, including but not limited to revenue targets, ROAS figures, follower growth, or search rankings. Digital marketing outcomes depend on numerous factors outside our control, including platform algorithm changes, market conditions, and client-side factors.

Any case studies, projected outcomes, or estimates shared during a sales process represent historical results or informed projections only and are not guarantees of future performance.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND.

8. Limitation of Liability

To the maximum extent permitted by applicable law, NOVO Digital's total liability to you for any claim arising from these Terms or our services is limited to the total fees paid by you in the three months immediately preceding the event giving rise to the claim.

We shall not be liable for: indirect, incidental, or consequential losses; loss of profits, revenue, or data; business interruption; or any losses arising from third-party platform changes or outages.

Nothing in these Terms excludes liability for death, personal injury caused by negligence, fraud, or any other liability that cannot be excluded by law.

9. Termination

Either party may terminate a retainer engagement by giving 30 days' written notice. Project engagements may be terminated if the other party materially breaches the agreement and fails to remedy the breach within 14 days of written notice.

On termination: (a) we will deliver all completed work for which payment has been received; (b) any outstanding fees for work completed become immediately payable; (c) each party will return or destroy the other's confidential materials on request.

We may terminate immediately if you engage in activities that are illegal, violate platform terms, or bring NOVO Digital into disrepute.

10. Governing Law

These Terms are governed by the laws of England and Wales. Any disputes arising from these Terms or our services shall be subject to the exclusive jurisdiction of the courts of England and Wales.

We encourage parties to resolve any disputes informally in the first instance. For formal disputes, we are open to mediation as an alternative to litigation.

11. Changes to These Terms

We may update these Terms from time to time. We will notify existing clients of material changes by email. Continued use of our services after changes take effect constitutes acceptance of the revised Terms.

These Terms were last updated in January 2024.

12. Contact

For any questions about these Terms, please contact us at legal@novodigital.co or write to NOVO Digital Ltd, London, England.

Questions about these Terms? legal@novodigital.co