Terms and Conditions

1. Definitions

"Novaqube", "we", "us", "our" means Novaqube Limited, a company incorporated in England and Wales with its registered office at 86-90 Paul Street, London, EC2A 4NE.

"Client", "you", "your" means the individual or entity engaging Novaqube for services.

"Services" means the design, development, marketing, branding, and consulting services provided by Novaqube.

"Deliverables" means the tangible outputs of the Services as specified in a Statement of Work.

"Statement of Work" or "SOW" means the written document agreed between the parties detailing the scope, fees, and timeline of a specific engagement.

2. Engagement

Each engagement is subject to a written Statement of Work signed by both parties. The SOW will specify the scope, deliverables, timeline, fees, and any project-specific terms.

These Terms and Conditions are incorporated into every SOW unless explicitly varied in writing.

3. Fees & payment

Fees are as stated in the relevant Statement of Work and are exclusive of VAT, which will be added at the prevailing rate where applicable.

Project-based engagements typically require a deposit of 50% on signature, with the balance payable on delivery, unless otherwise agreed.

Retainer engagements are billed monthly in advance.

Invoices are payable within 14 days of issue. Late payments may incur interest at the rate set out in the Late Payment of Commercial Debts (Interest) Act 1998.

Novaqube reserves the right to suspend work on any engagement where payment is overdue.

4. Scope changes

Any changes to the agreed scope of work must be requested in writing and may incur additional fees. Novaqube will provide a written estimate before undertaking any out-of-scope work.

No out-of-scope work will be undertaken until you have approved the additional fees in writing.

5. Client responsibilities

You agree to:

Provide timely access to materials, information, content, and stakeholders required for us to perform the Services.

Provide feedback and approvals within reasonable timeframes (typically within 5 business days unless otherwise agreed).

Ensure that any materials you provide do not infringe third-party rights.

Comply with all applicable laws and regulations.

Delays caused by your failure to meet these responsibilities may result in extended timelines and additional fees.

6. Intellectual property

Subject to full payment of all fees, ownership of final Deliverables transfers to you upon final delivery. This includes source code, design files, brand assets, and other tangible outputs specified in the SOW.

Novaqube retains ownership of any pre-existing tools, frameworks, methodologies, or generic components used to create the Deliverables ("Background IP"). You receive a perpetual, royalty-free licence to use such Background IP solely as embedded in the Deliverables.

Novaqube retains the right to showcase the Deliverables in its portfolio, case studies, and marketing materials, unless explicitly prohibited in the SOW.

You warrant that any third-party materials you provide are properly licensed for our use in delivering the Services.

7. Confidentiality

Both parties agree to keep confidential information disclosed during the engagement strictly confidential and to use it solely for the purposes of the engagement.

This obligation survives termination of the engagement for a period of three (3) years.

Either party may sign a separate Non-Disclosure Agreement (NDA) before commencement of the engagement.

8. Warranties & disclaimers

Novaqube warrants that Services will be performed with reasonable skill and care and in a professional manner consistent with industry standards.

Except as expressly stated, Novaqube makes no other warranties, express or implied, including any implied warranties of merchantability or fitness for a particular purpose.

We do not guarantee specific business outcomes (such as ranking positions, install volumes, or revenue figures), as these depend on factors outside our control.

9. Limitation of liability

To the fullest extent permitted by law, Novaqube's total aggregate liability arising out of or relating to the Services shall not exceed the fees paid by you to Novaqube under the relevant SOW in the twelve (12) months preceding the claim.

Neither party shall be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, revenue, data, or goodwill.

Nothing in these terms limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be limited under English law.

10. Termination

Either party may terminate an engagement by giving 30 days' written notice, unless the SOW specifies otherwise.

Either party may terminate immediately upon written notice if the other party commits a material breach that is not remedied within 14 days of notification.

Upon termination, you will pay for all Services performed up to the date of termination plus any committed third-party costs. Novaqube will deliver work-in-progress in its current state on payment of outstanding fees.

11. Force majeure

Neither party shall be liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including acts of God, war, terrorism, pandemic, government action, or major infrastructure failure.

12. Independent contractor

Novaqube acts as an independent contractor. Nothing in these terms creates a partnership, joint venture, agency, or employment relationship between the parties.

13. Notices

All formal notices must be in writing and sent by email to the address specified in the SOW, with a copy to support@novaqube.com for notices to Novaqube.

14. Entire agreement

These Terms and Conditions, together with the relevant SOW, constitute the entire agreement between the parties and supersede all prior negotiations, representations, and agreements.

No variation of these terms is effective unless in writing and signed by both parties.

15. Governing law & jurisdiction

These Terms and Conditions and any dispute or claim arising out of or in connection with them shall be governed by and construed in accordance with the laws of England and Wales.

The parties submit to the exclusive jurisdiction of the courts of England and Wales for the resolution of any dispute arising out of or in connection with these terms.

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If you have any questions about this terms and conditions, please contact us at support@novaqube.com.

Novaqube Limited · Registered office: 86-90 Paul Street, London, EC2A 4NE, United Kingdom · Registered in England & Wales.