Terms & Conditions
Effective Date: 27 May 2025
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 Marketing AI Ltd. 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; |