Terms & Conditions

Read the terms & conditions of partnering with us. 

Terms & Conditions

last updated January 2024.

 

Please note you will be sent a copy of the terms and conditions along with your proposal and contract that are specific to the agreement you have with us, Novus Digital Marketing. For your convenience, our general terms are below. 

 

The parties agree:

 

  1. Definitions and interpretation

1.1 Words shall have the meanings given to them in this Agreement, including without limitation as set out below:

 

Authorised Contact means each authorised representative appointed by each of Customer and Novus as their respective project managers as notified to the other party in writing;
Business Day means a day, other than a Saturday, Sunday or public holiday, on which clearing banks are open for non-automated commercial business in the City of London;
Change means any change, amendment or alteration to the Specification, the Project or this Agreement;
Change Control Note means a written note which details the impact the proposed Change will have on any part of the Specification, the Project or this Agreement, in such form as the parties agree;
Change Control Procedure means the procedure for agreeing Changes as set out in this Agreement;
Confidential Information means any and all confidential information (whether in oral, written or electronic form) given including technical or other information imparted in confidence or disclosed by one party to the other or otherwise obtained by one party relating to the other’s business, finance or technology, know-how, intellectual property, assets, strategy, products and customers, including without limitation information relating to manufacturing or other processes, management, financial, marketing, technical and other arrangements or operations of any Associate, person, firm, or organisation associated with that party;
Content means all text, graphics, images, sound, data, software, and materials used in the Deliverable;
Customer Content means any Content provided or made available by Customer;
Deliverable(s) means the deliverable(s) identified as ‘the Deliverables’ in Schedule 1 (the Purchase Order) to this Agreement;
Draft Notice Has the meaning given to it in clause 3.2;
Fees means the fees payable and other amounts payable under this Agreement for the Deliverable(s) and Services, as set out in Schedule 1 (the Purchase Order);
Force Majeure means an event or sequence of events beyond a party’s reasonable control (which could not reasonably have been anticipated and avoided by a party) preventing or delaying it from performing its obligations hereunder, including war, revolution, terrorism, riot or civil commotion; strikes, lock outs or other industrial action, whether of the affected party’s own employees or others; blockage or embargo; acts of or restrictions imposed by government or public authority; explosion, fire; flood, natural disaster, or adverse weather conditions. Force Majeure does not include, without limitation, inability to pay, mechanical difficulties, shortage or increase of price of raw materials, over-commitment or market or other circumstances which may make the terms of this Agreement unattractive to a party;
Intellectual Property Rights

means any and all copyright, rights in inventions, patents, know-how, trade secrets, trade marks and trade names, service marks, design rights, rights in get-up, database rights and rights in data, semiconductor chip topography rights, mask works, the right to sue for passing off, utility models, domain names and all similar rights and, in each case:

(a)        whether registered or not;

(b)        including any applications to protect or register such rights;

(c)        including all renewals and extensions of such rights or applications;

(d)        whether vested, contingent or future; and

(e)        wherever existing;

Novus Content means any Content developed by Novus either before or during the term of this Agreement that is included in the Deliverable, as detailed in the Specification;
Project means the project for the design and development of a website, presentation, visual aid or other strategic marketing deliverable for Customer in accordance with the Specification;
Project Completion means the date when the Project is to be completed in accordance with the Specification;
Project Plan means the outline timetable and sequence of events (if any) as set out in Schedule 2 (the Project Plan Schedule), as updated from time to time in accordance with the Change Control Procedure;
Services means the services to be provided by Novus under this Agreement, as detailed in Schedule 1 (the Purchase Order);
Specification means the specification for the Deliverable agreed between the parties and set out in Schedule 1 (the Purchase Order) (or as otherwise agreed);
Third Party Content means any Content owned or licensed by a third party either before or during the term of this Agreement, as detailed in the Specification;
VAT means United Kingdom value added tax, any other tax imposed in substitution for it;

 

 

1.2 Interpretation

In this Agreement, unless the context otherwise requires:

1.2.1. the singular includes the plural and vice versa;

1.2.2. references to subclauses, clauses, Schedules are to subclauses, clauses, Schedules of this Agreement, and references to paragraphs are to paragraphs in a Schedule;

1.2.3. references to this Agreement include its Schedules;

1.2.4. references to persons include individuals, trusts, partnerships, unincorporated bodies, government entities, companies and/or corporations (in each case whether or not having separate legal personality);

1.2.5. ‘including’ (or similar words) means including without limitation;

1.2.6. clause headings do not affect their interpretation; and

1.2.7. references to legislation (including any subsidiary legislation) include any modification or re-enactment thereof.

 

  1. Duration

2.1 This Agreement shall continue from the Commencement Date for 90 days at which point it will be automatically renewed for successive periods of 28 days unless either party has given the other party notice in accordance with clause 28.2 or unless terminated earlier in accordance with clause 18 (Termination).

 

  1. The Project

3.1. Novus shall undertake the Project in accordance with the Specification and subject to the terms of this Agreement and Customer shall pay Novus the Fees in accordance with Schedule 1 (the Purchase Order) and otherwise comply with the terms of this Agreement.

3.2. Following completion of the first draft of the deliverables, Novus shall provide written confirmation of the draft’s completion to Customer, including the Deliverables relating to the Project (the Draft Notice).

 

  1. Project Amendments

4.1 Following the service of a Draft Notice, Customer acknowledges that it may inspect the Deliverables.

4.2 If following an inspection of the Deliverables, Customer (acting reasonably) claims that there are items which should be reasonably amended or changed, Customer shall, within 10 Business Days of service of the Draft Notice, request in writing that such reasonable amendments or changes take place (the Amendment Request).

4.3 Customer acknowledges that an Amendment Request shall include detailed instructions, which are sufficiently clear, accurate and complete, to allow Novus to carry out the amendments pursuant to the Amendment Request. Where Customer fails to provide sufficiently detailed instructions which are sufficiently clear, accurate and complete, Novus may, in its sole discretion, refuse to carry out such amendments.

4.4 Customer acknowledges that it is entitled to submit only one Amendment Request per Project and any further amendments required shall take place in accordance with the provisions of clause 19 of this Agreement.

 

  1. Services

5.1 Novus shall provide the Services in accordance with the terms of this Agreement, including as set out in Schedule 1 (the Purchase Order).

5.2 The Services provided by Novus under this Agreement do not include:

5.2.1 any services relating to the creation, configuration or advice in relation to emails or email domains; and

5.2.2 any IT related services which are not included in Schedule 1 (the Purchase Order). 

 

  1. Fees, expenses and deposit

6.1 The Fees, payments and expenses for the Deliverable(s) and/or the Services are as set out in Schedule 1 (the Purchase Order).

6.2 The Customer shall pay the Fee or Deposit on the Commencement Date. The Customer acknowledges and agrees that the Deposit is non-refundable unless agreed by Novus in its absolute and sole discretion.

 

  1. Price variation

7.1 The parties agree that the Fees for:

7.1.1 the Deliverable design and development are fixed in accordance with Schedule 1 (the Purchase Order) (subject to any Changes agreed in accordance with the Change Control Procedure); and

7.1.2. the Services are fixed for a period of 90 days from the Commencement Date.

7.2 Thereafter any increase in the Fees shall be discussed and agreed between the parties. If agreement is not reached within 14 Business Days of Novus notifying Customer of the proposed increase, Novus shall be entitled to increase the Fees in line with the increase (if any) in prices as identified by the Consumer Price Index from the date such Fees were last increased.

 

  1. Taxes and duties

8.1 All amounts due under this Agreement are exclusive of VAT, sales or other tax applicable which shall be paid in addition by Customer at the rate and in the manner for the time being prescribed by law.

 

  1. Invoicing and payment

9.1 Novus shall invoice Customer electronically to the email address notified by Customer in writing to Novus for all sums due under this Agreement every 28 days in advance prior to the supply of the relevant deliverable or Service to which the invoice relates or as specified in Schedule 1 (the Purchase Order), if earlier.

9.2 Customer shall pay such sums in full within 14 days from the date of invoice or on the due date for payment specified in Schedule 1 (the Purchase Order), if earlier.

9.3 Amounts payable to Novus under this Agreement shall be paid into the following bank account by electronic funds transfer unless otherwise notified by Novus to Customer in writing in accordance with this Agreement:

Bank: NatWest Business Banking 

Account holder name: Novus Digital Marketing Ltd.

Sort code: 55-61-17

Account Number: 68846118

 

  1. Interest

10.1 Where sums due hereunder are not paid in full by the due date, Novus may, without limiting its other rights, charge interest on such sums at the Late Payment of Commercial Debts rate from time to time in force.

10.2 Interest will apply from the due date for payment until actual payment in full, whether before or after judgment.

 

  1. Customer obligations

11.1 Customer shall:

11.1.1 provide accurate and complete Customer Content to Novus at the specific time and in the format required by the Specification and the Timeline to enable Novus to develop the website and/or other Deliverable(s) and to provide the Services; and

11.1.2 respond promptly from time to time to the reasonable requests of Novus for relevant information, instructions and assistance, including reasonable access to and cooperation by Customer personnel, to ensure the successful completion of the Project.

11.2 Novus shall not be liable for any delay or failure to complete the project where such delay or failure was due to Customer’s breach of clause 11.1.

11.3 If Customer fails to comply with the obligations in clause 11.1, which causes a delay of one or more Business Days in the ability of Novus to proceed with the Project and/or Services, it will pay to Novus for each day of failure a sum of £125.00 as liquidated damages. The liquidated damages payments in this clause 11.3 represent a genuine pre-estimate of Novus’s loss and do not impose a detriment on Customer which is disproportionate to the legitimate interests of Novus in the enforcement of the obligation of clause 11.1.

 

  1. Warranties

12.1 Customer warrants and represents to Novus that:

12.1.1 Customer has the right, power and authority to enter into this Agreement and grant to Novus the rights contemplated in this Agreement, and to receive the Deliverables and/or the Services;

12.1.2 it has all rights and licences to provide the Customer Content and any Third Party Content (which it has been agreed in the Specification that Customer will license) and to grant all necessary licences to Novus to develop the Deliverables and/or to provide the Services;

12.1.3 any Customer Content will not:

(a) be fraudulent, defamatory, libellous, threatening or harassing, obscene, indecent or pornographic or otherwise contrary to law;

(b) infringe the Intellectual Property Rights of any third party; or

(c) contain any viruses or other harmful or intrusive programs or other code. 

12.2 All other warranties and representations as to the Deliverables, whether statutory or implied, are hereby expressly excluded to the fullest extent permitted by law.

12.3 Any warranties given by Novus shall be subject to Customer using the Deliverable(s) in compliance with this Agreement and any documentation supplied with it.

 

  • 13. Intellectual Property Rights
    • 13.1 In consideration of the Fees payable under this Agreement (the receipt and sufficiency of which Novus hereby acknowledges), Novus assigns to Customer Novus’s Intellectual Property Rights in the Content, Specification, user documentation and all other materials created or obtained by Novus exclusively for Customer for the Deliverable(s) pursuant to this Agreement, provided that:
      • 13.1.1 all Customer Content shall remain the property of Customer or its licensors, and Customer grants to Novus a non-exclusive, on-transferrable, royalty-free licence of such of Customer’s Intellectual Property Rights in the Customer Content as are necessary for Novus to fulfil its obligations under this Agreement; and
      • 13.1.2 except for any Content created or obtained by Novus exclusively for Customer for the Deliverable(s), all Novus Content and Third Party Content shall remain the property of Novus or its licensors (as the case may be) and, subject to Customer’s compliance with the terms of this Agreement including payment of all Fees, Novus grants to Customer a non-exclusive, non-transferrable, royalty-free licence (or sublicence (as the case may be)) of such of Novus’s Intellectual Property Rights in the Novus Content and of such of the Third Party Content as are necessary for Customer to fulfil its obligations under this Agreement and to enable Customer to make use of the Deliverable(s) and the Services, which licence or sublicence:
        • (a) in the case of software, shall be a licence of object code only unless otherwise expressly provided;
        • (b) in the case of Third Party Content it shall be on such terms as Novus may grant in accordance with the terms between Novus and the Third Party Content owner; and
        • (c) shall be to the extent and for the purpose only of using and maintaining the Deliverable(s).
      • 13.2 Except as expressly agreed in this clause 13 (Intellectual Property Rights), no Intellectual Property Rights of either party are transferred or licensed as a result of this Agreement.
      • 13.3 Subject to the foregoing, each party shall be entitled to use in any way it deems fit any skills, techniques or know-how acquired or developed or used in connection with the Deliverable(s) or otherwise in connection with this Agreement provided always that such skills, techniques or know-how do not infringe the other party’s Intellectual Property Rights now or in the future or disclose or breach the confidentiality of the other party’s Confidential Information.
    • 14. Intellectual Property Rights indemnity
      • 14.1 Customer shall indemnify and keep indemnified, and hold harmless, Novus against all claims, losses damages, costs and expenses incurred by Novus as a result of or in connection with any action, demand or claim that use or possession of any Customer Content infringes the Intellectual Property Rights of any third party.
    • 15. Limits on liability
      • 15.1 Subject to the following subclauses, in no event shall the aggregate liability of Novus to Customer (whether in contract, tort (including negligence) or otherwise) and in respect of all claims, losses and damages arising under or in connection with this Agreement exceed the total amounts payable under this Agreement.
      • 15.2 The liability of Novus to Customer in contract, tort (including negligence), for misrepresentation (whether innocent or negligent), for breach of statutory duty or otherwise arising out of or in connection with this Agreement shall not extend to any loss of profits, business opportunity, goodwill or any special, indirect or consequential loss or damage whatsoever, even if foreseeable or if Novus has been advised of the possibility of such damage.
      • 15.3 Notwithstanding the above neither party excludes or limits any liability for:
        • 15.3.1 personal injury (including sickness and death) to the extent that such injury results from the negligence or wilful default of a party or its employees; or
        • 15.3.2 fraud or fraudulent misrepresentation; or
        • 15.3.3 any breach of any obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or
        • 15.3.4 any other liability to the extent the same cannot be excluded or limited by law.
      • 16. Force Majeure
        • Novus will not be liable if delayed in or prevented from performing its obligations hereunder due to Force Majeure, provided that it:
          • promptly notifies the other of the Force Majeure event and its expected duration, and
          • uses reasonable endeavours to minimise the effects of that event.
        • 17. Confidential Information
          • 17.1 Customer shall maintain the confidentiality of Novus’s Confidential Information and shall not without the prior written consent of Novus use, disclose, copy or modify Novus’s Confidential Information (or permit others to do so) other than as necessary for the exercise of its rights and performance of its obligations under this Agreement.
          • 17.2 Customer undertakes to:
            • 17.2.1 disclose the other party’s Confidential Information only to those of its officers, employees, agents and contractors (including Novus personnel) to whom and to the extent to which such disclosure is necessary for the purposes contemplated under this Agreement; and
            • 17.2.2 procure that such persons are made aware of and agree in writing to observe the obligations in this clause.
          • 17.3 Customer shall give notice to Novus of any unauthorised misuse, disclosure, theft or loss of the Novus’s Confidential Information immediately upon becoming aware of the same.
          • 17.4 The provisions of this clause shall not apply to information which:
            • 17.4.1 is or comes into the public domain through no fault of the recipient, its officers, employees, agents or contractors;
            • 17.4.2 is lawfully received by the recipient from a third party free of any obligation of confidence at the time of its disclosure;
            • 17.4.3 is independently developed by the recipient, without access to or use of such Confidential Information; or
            • 17.4.4 is required by law, by court or governmental or regulatory order to be disclosed provided that the relevant party, where possible, notifies the other party at the earliest opportunity before making any disclosure.
          • 17.5 The obligations under this clause shall survive the variation, expiry or termination of this Agreement for a period of six years thereafter.
        • 18. Termination
          • 18.1 Either party may without prejudice to its other rights and remedies by notice in writing to the other party immediately terminate this Agreement if the other:
            • 18.1.1 is in material or persistent breach of any of its obligations under this Agreement and if that breach is capable of remedy and the other has failed to remedy that breach within 14 days after receiving written notice requiring it to remedy that breach;
            • 18.1.2 is unable to pay its debts (within the meaning of section 123 of the Insolvency Act 1986 (IA 1986)) or becomes subject to a moratorium under IA 1986, Pt A1 or becomes insolvent or an order is made or a resolution passed for the administration, winding-up or dissolution of the other (otherwise than for the purposes of a solvent amalgamation or reconstruction) or an administrative or other receiver, manager, liquidator, administrator, trustee or similar officer is appointed over all or any substantial part of the assets of the other or the other enters into or proposes any composition or arrangement with its creditors generally or becomes subject to a restructuring plan under Part 26A of the Companies Act 2006 (CA 2006) or a scheme of arrangement under CA 2006, Pt 26 or any analogous event occurs in any applicable jurisdiction.
          • 18.2 In the event of termination of this Agreement for any reason, each party shall within seven days of such termination return (or, at the other party’s option, destroy) all the other party’s Confidential Information in its possession or under its control and all copies of such information.
        • 19. Change control
          • 19.1 All Changes to the Project, the Specification and this Agreement shall take place in accordance with the following Change Control Procedure. Either party may submit at any time a request for Change to the other party.
          • 19.2 Where Novus originates a Change, it shall provide with the Change request, a Change Control Note.
          • 19.3 Where Customer originates a proposed Change, it shall provide Novus with such information (as is within Customer’s reasonable possession or control) which Novus reasonably considers is relevant to such Change or may assist Novus in the preparation of a Change Control Note. Novus will provide Customer within 10 Business Days of receiving the request for a Change (or such other period as may be agreed between the parties) with a Change Control Note.
          • 19.4 The recipient of a Change request shall act reasonably and in good faith in deciding whether to accept or decline it in its sole discretion, but in any event do so within 10 Business Days of receipt of the Change request (or such later time as may be agreed) indicating acceptance of the change, or setting out in full its reasons for declining.
          • 19.5 Where Customer and Novus agree to implement a Change, the costs of implementing a Change shall be paid in addition to the amounts due for providing the Deliverable(s), relevant deliverables or allocation of resources associated with the Change (if any) as set out in the Change Control Note, except where the parties (acting reasonably) agree in writing that the Change is attributable to some act or default of Novus, in which case the Change shall be at Novus’s expense.
          • 19.6 The parties shall have no obligations in respect of a Change Control Note unless they expressly agree to do so by them both executing the Change Control Note or otherwise agree to do so in writing.
        • 20. Dispute resolution
          • 20.1 If there is a dispute between the parties in relation to any matter under this Agreement, the parties’ respective Authorised Contacts shall meet to try to resolve any such dispute and if they fail to do so with a reasonable time the matter in dispute shall be referred to a senior manager of Novus and Customer respectively, for them to try to resolve the matter in dispute, failing which the provisions of clause 24 (Governing Law and Jurisdiction) shall apply.
        • 21. Compliance with law
          • 21.1 Each party shall comply and shall (at its own expense unless expressly agreed otherwise) ensure that in the performance of its duties hereunder, its employees, agents and representatives will comply with all applicable laws and regulations, provided that neither party shall be liable for any breach to the extent that such breach is directly caused or contributed to by any act or default of the other party or its employees, agents and representatives.
        • 22. Entire agreement
          • 22.1 This Agreement contains the whole agreement between the parties relating to its subject matter and supersedes any prior agreements, representations or understandings between them unless expressly incorporated by reference in this Agreement. Each party acknowledges that it has not relied on, and shall have no remedy in respect of, any representation (whether innocent or negligent) made but not expressly embodied in this Agreement. Nothing in this clause limits or excludes any liability for fraud or fraudulent misrepresentation.
        • 23. General
          • 23.1 Time of delivery of the Deliverable(s) and/or Services is not of the essence under this Agreement.
          • 23.2 Each party is responsible for its legal and other costs in relation to the preparation and performance of this Agreement.
          • 23.3 Provisions which by their terms or intent are to survive termination of this Agreement will do so.
          • 23.4 The parties are independent businesses and not partners, principal and agent, or employer and employee, or in any other relationship of trust to each other.
          • 23.5 For the purposes of the Contracts (Rights of Third Parties) Act 1999, this Agreement is not intended to and does not give any person who is not a party to it any right to enforce any of its provisions. However, this does not affect any rights or remedy of such a person that exists or is available apart from that Act.
          • 23.6 No party may assign, subcontract or encumber any right or obligation under this Agreement, in whole or in part, without the other’s prior written consent or except as expressly permitted in this Agreement.
          • 23.7 No amendment or variation of this Agreement will be valid unless agreed in writing by an authorised signatory of each party.
          • 23.8 If any clause in this Agreement (or part thereof) is or becomes illegal, invalid or unenforceable under applicable law, but would be legal, valid and enforceable if the clause or some part of it was deleted or modified (or the duration of the relevant clause reduced), the relevant clause (or part thereof) will apply with such deletion or modification as may be required to make it legal, valid and enforceable, and the parties will promptly and in good faith seek to negotiate a replacement provision consistent with the original intent of this Agreement as soon as possible.
          • 23.9 Unless otherwise expressly agreed, no delay, act or omission by either party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy.
          • 23.10 All payments under this Agreement will be made without set-off or counterclaim, free and clear of and without deduction of any taxes, levies, duties, charges and withholdings of any kind now or in future imposed in any jurisdiction.
          • 23.11 Each party will, at its own cost, do all further acts and execute all further documents necessary to give effect to this Agreement.
          • 23.12 Notices under this Agreement must be in writing and sent to the other party’s Authorised Contact.
        • 24. Governing law and jurisdiction
          • 24.1 This Agreement is governed by the law of England and Wales. All disputes under this Agreement not otherwise resolved by the parties in accordance with the process set out in clause 20 (Dispute resolution) shall be subject to the exclusive jurisdiction of the courts of England and Wales

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