General Nova Digital Media Terms
We are “Nova Digital Media Limited” (Registration No 8489104) is a company registered in England with its registered office at:
46 HULLBRIDGE ROAD, SOUTH WOODHAM FERRERS, CHELMSFORD, ESSEX, CM3 5NG
Should you have any questions about anything mentioned in these Terms or wish to contact us for any reason whatsoever, please use the contact details set out below:
In these “Service Terms”, references to “the Company”, “Nova” , “we”, “us”, “our” and “ours” are related to “Nova Digital Media Limited” or Trading as “The Nova Agency” or “NovaAR”.
References to “client”, “customer”, “you”, “you’re” or “your” are references to the person ordering services from us. References to both “parties” are “we”, “us”, “our” and “ours”. You acknowledge that you are an authorised representative for your business and your signature will be required to proceed.
Work is defined as activities such as Programming, Coding, Planning, Administration or Marketing.
A Project is a description of a group engaging in activities to produce work designed and produced for a specific purpose.
A Specification Document is defined as a Document which is drawn up during a meeting with the parties decision makers present. It is a defined list of work activities agreed over a term defined for a project with a specific aim or purpose. These are considered agreed business requirements for the client at the time.
An Investment Profile is an agreement to make payments of British Pounds Stirling to Nova by the client within an agreed time.
Price is defined as the total amount of money owed in accordance with the Investment Profile.
A Payment Schedule is a repayment agreement between the Client and Nova which can extend the Prince into manageable and interest free (0% APR) payments.
A Late Fee is an agreed amount of British Pounds Stirling added to the Price in the event the Client has not made payment on time or according to a Payment Schedule.
Hosting is a group of services provided through Nova Digital Media and is an annual commitment unless otherwise specified. Other hosting related services such as SSL certificates, CDN, Caching, SEO, Ad campaigns and Data handling via 3rd parties or within Nova, are also considered annual commitments and may be billed annually or monthly.
See our website for more information on Privacy – http://www.novadigitalmedia.com/terms
Description of this agreement
These Terms are a guide to how Nova uses the documentation presented to you to define a professional working engagement with you the client. Alongside these terms you will have a “Specification Document” (or Discussion Document) which was defined by you with Nova and has been agreed as a “Project” for Nova by the Client. An “Investment Profile” which commits both parties to financial and time commitments for the Project will be paid in accordance with our payments terms and or a “payment schedule”. Nova agree to produce “Work” which will be owned by Nova for the duration of the Project. A hand over to the client will be completed and finalised on receipt of full payment at which time Nova will relinquish any claim over the Work produced for that project.
Adjustments to the project may occur at any time and must be agreed by both parties in writing. Until that time all the Terms within these documents should be considered a binding agreement.
By signing this document you agree to have read, understood and agreed all of these Terms the Specification Document and the Investment Profile (including Payment Schedule).
These Terms are not to be misused or abused by an individual or as a representative of your company and you agree that you are only using our work for yourself as an individual or your company as a legal entity.
You will ensure the adequate allocation of time for you or a representative of your company to work with us to ensure the success of your project and have allocated the correct amount of funding to ensure the project can be seen through to the end.
The payment options you have discussed with a representative of Nova Digital Media have an agreed Payment Schedule which is in all instances a payment in full, either submitted at once, in staged payments or as regular monthly instalments for a fixed or undisclosed length of time.
You understand that failure to pay us in full or paying later than an agreed Payment Schedule will result in your Project being subject to Late Fees.
By ordering services from us today, you also acknowledge these Service Terms and wish us to begin work immediately, we recommend retaining your copy of this document for your reference. We reserve the right to change these terms from time to time and do not need to inform you of these changes.
Our process so far was to consult with you about your requirements, your needs were agreed and a plan of action was documented. You agree our Specification Document accurately represents the Work you wish carried out by Nova.
You acknowledge that the products or services listed on our website are for descriptive and illustration purposes only. Specification Document descriptions of what you require us to provide you are done in good faith and agreed as a good representation of the required Work.
It is agreed that any variations in Work which may present themselves due to unforeseen circumstances should be discussed and agreed as acceptable during the course of the Project and that descriptions are intended as guidance for the Work only any actual services or Work produced may vary due to the nature of digital marketing and the devices which is presented on.
You agree to provide us with any “reasonably required” information within an agreed amount of time and that we can hold no responsibility for the delay of any project where there is a failure to provide any “reasonably required” information within an agreed time.
These Service Terms finalise the Order but in some circumstances you will agree with us to begin a Project as soon as possible and that during those circumstances these Terms are considered agreed upon written instruction to proceed.
The Specification Document includes relevant information you gave to us in order to begin a Project with you. The agreed Specifications noted in your Specification Document are to define what you want Nova Digital Media to do for you, this is the Work required within the Project. We sometimes extend the information held within a Specification Document to make up a new document called a Project Initiation Document which is primarily used for larger and complex Projects, and is a document created by us to define your Project regardless either document contains key information which you agree to or agree to provide within reasonable time from today, we request information including but not limited to:
- Contract Timescales
- Our Duties to you
- Your Duties to us
- Project Sign-Off Procedure
- Agreed Investment Profile
- Payment Schedule
- Who is our main Contact for you and their contact information
- Who is the Project Manager for Nova
- Who is responsible for sending us information we need
- Other specific notes / caveats or terms
If this information is not or cannot be provided the project will continue with the aim to fulfil our request for this information as soon as possible and within a reasonable length of time not exceeding the term of the Project.
You will be made aware with the absence of a specification document through meetings or phone conversations how long Nova intends to work with you and how much you are required to pay to Nova for our Work. If you are in doubt about this please do not enter into contract with us and do not pay our invoices which acknowledges your understanding.
You know who your main point of contact is at Nova and have acknowledged that you have our contact information including but not limited to an Email Address, Phone Number, Office Number and/or Twitter Handle.
You have allocated a contact at your company (which could be you) and have shared with us the contact information we need to contact that person in fair and reasonable amount of time, that person can also quickly and in a reasonable length of time make decisions which directly impact any Work that Nova required from you.
You are aware that any of these Terms can be found online at our website at – www.novadigitalmedia.com/terms as this information is given to you on our invoices.
You agree that by using one or many of our Services that we will produce Work that is required within your Project which may consist of (but not be limited to);
- Social Media Management
- Search Engine Optimisation
- Search Engine Improvement
- Blog Writing
- Computer Programming
Nova Digital Media will also implement where necessary the following services to any Project for you;
- Strategy Planning
- Content Creation
- Social Media Activity
- Web Site Link Activity
- Indirect Marketing
- Inbound Lead Management
- Email Campaigns
- AdWords or PPC Marketing
- Content Creation
- Analytical Analysis
- PR / Article Writing
- Dynamic Visitor Tracking and Code Insertion
You agree that this activity will be published to the Internet with the aim to promote your company and raise public awareness of your existence, location, products or services (or something else that you wish to promote) and that publicly posted or displayed information will be accessible to the world.
You accept that you will receive a monthly report produced to describe in a simple format the outcome of the time we allocate to your campaign each month.
This report will be designed to be simple to understand and will form the main discussion point of regular meetings allocated by your dedicated Project Manager.
A more in-depth Audit may be used to analyse your campaign and may be provided to our customers needing a more in depth view of what is going on with your campaign. These audits are reserved for clients that have agreed this service or/and clients that might be facing problems with the service.
Price and Payment (Payment Terms)
You understand that you are going to receive Work in return for a British Pounds Stirling equal to the Price agree and within the time scales agreed according to your Investment Profile.
In the case where you have extended time to pay (“Payment schedule”), please note that all payments regardless of any payment schedule are required in advance of receiving the Work, you acknowledge that you do not own the Work nor any rights to the Work until you have paid in full.
If you have a dispute about any of our invoices please raise this with one of our directors within 21 days of receipt of the invoice.
Late Payment Terms
To avoid late payments you agree wherever it is possible to set up a Standing Order and are aware that all payments made by standing order must still be in accordance with the agree Payment Terms.
Should you fail to make a payment as agreed Nova has the right to stop work on your Projector Work immediately. Should you continue to fail to pay us after 60 days we will apply late fees of £150 for values under £3000, or at least 10% of any amount over £3000 of any balance which remains still unpaid. Further fees may occur if any invoice remains unpaid.
All of our invoices are due immediately and we allow 30 days for these payments to be received, it must be noted that failure to pay in full after 60 days will always result in a late fee being added regardless of any arrangements made with Nova. These fees are applied to all invoices including cancellations where notice has been requested and a cancellation fee has been given. Failure to produce payment for cancellations will be treated as intent to continue with the project, payment for cancellations is immediate and failure to process payment within 7 days will result in us contacting you. Continued failure to pay for the next 7 days will result in cancellation failure and we will continue billing you as normal.
You agree that you will process all payments to Nova with enough time for the funds to be considered “Cleared Funds” in our bank account. You agree to add a relevant reference number relating to your project, business or invoice and you acknowledge that you have been made aware of your Payment Schedule and have agreed to pay any invoices you receive from us on a one time bases and within the time limit agreed.
Continued adverse payments will result in immediate legal action and/or your debt being passed to a Debt Collection Agency. Which will incur additional fees and may prevent your company form obtaining credit int he future.
Credit Control Procedure
Our credit control procedures are enforced after an unreasonable length of time has passed after an invoice has been sent, we deem an unreasonable length of time to be 60 days or greater. Our procedures may result in legal action and we will pursue payment where it is deemed fair and necessary. Our credit control partners are private and public bodies (like CreditSafe) who store and share data on companies and directors in the UK and abroad.
You may also receive “A letter before action”, which (along with section 4) gives you a finite amount of time to contact us to resolve your outstanding payment in full.
If we are successful in court you may obtain adverse data held publicly on both your company and possibly personal credit rating. This may make obtaining any kind of finance difficult, it may also result in bankruptcy or insolvency of your business.
Our debt collection procedures are at least 5 days apart and include at least:
1/ Reminder Notice
2/ Reminder Notice 2
3/ Urgent Reminder
4/ Final Notice / Letter Before Action
5/ Your account passed over to Debt Collection / Solicitors
6/ Legal Action (County or Crown Court)
7/ High Court Writ
Nova Digital Media are honest, open and willing to help customer with financial issues, if you cannot pay, please contact us for an alternative method of payment or arrangement. This must be reasonable and timely and within 30days of receipt of your invoice.
We encourage our clients to use an alternative dispute resolution service like this one: https://webgate.ec.europa.eu/odr/main/index.cfm?event=main.home.show&lng=EN. After this stage you will incur further fees, including but not limited to Court and Legal Fees.
Nova Digital Media Ltd are VAT registered and as such are required by Law to pay VAT on all invoices. Unless you are in a country that is VAT exempt or not part of the EU you must pay the relevant amount of required Tax on any and all invoices that we send.
Nova Digital Media will not be made liable nor held responsible for ensuring that any relevant tax or levy due on our invoices is paid. If you wish to dispute the amount of Tax you must pay you must consult with our Accounts team and email us at email@example.com.
VAT where applicable is always paid at the current VAT rate of the UK and you must consult with an accountant or tax advisor if you are not sure if you are liable to pay VAT or not.
Should you wish to cancel or terminate your Project with Nova you will be required to give us at least 30 days written notice stating which Project you wish to cancel and why.
If you have a monthly service you must agree to pay in full any outstanding invoices due to us immediately, the month you are in and a final payment for the final month.
If you have a larger project and wish to cancel you must pay Nova immediately all money owed and all invoices outstanding. You will not receive a refund for a partial or incomplete project. All work will be immediately handed over to you on receipt of payment.
Where you have been made bankrupt or are unable to pay due to other financial circumstances you agree to contact us immediately to discuss immediate repayment or authorise any administrators to pay us urgently.
Accepted Payment Types
Our preferred method of receiving payment is by BACS or Bank Transfer, we also accept payments by cheque (payable to “Nova Digital Media Limited”) and all Major Credit and Debit Cards.
We can offer to accept payments using online escrow solutions like PayPal and other money transfer systems using the digital currency BitCoins. However you are solely responsible for any additional fees and additional time needed to use these services.
We are not liable for the receipt of using any payments systems and using a money transfer company and you must ensure that funds are “cleared funds” within our Bank Account before considered paid.
We reserve the right to decline your payment in any of these forms without notice to you. Without limitation, we do not accept payment by American Express, Diners Club, Electron or Solo. We also reserve the right to withdraw any payment methods at any time and to vary our prices without notice to you.
We intend to provide you with a coherent and professional service in accordance with our agreed Specification Document.
We agree to provide you with promotional and advertising advice, systems or solutions that we anticipate will provide you with marketing results in the form of awareness, visitors, conversion rate increases, and additional visitors to your website all of which are implied but not guaranteed.
We are going to provide you Work according to a delivery schedule that has been agreed which we intend to complete in its entirety as long you are able to comply with our Payment Terms.
We aim to provide our pay monthly clients with Service Level Agreements noticeable results at the end of the Project and will meet with you regularly to discuss the progress of your Project and any significant results. We cannot guarantee any specific results and that any indications of goals or targets by you or us are considered forecasts and goals not exact targets which dictate any alteration in the Payment Terms. In other words we always expect to be compensated for the Work and effort we apply and not results.
We will use on your behalf the internet, companies and websites that exist online and in other countries to provide you with a service, without limitation we are not responsible for any Work that we provide through these resources. We will always work towards your best interests and where possible provide a professional service on your behalf.
Nova Digital Media will hold no responsibility of miscommunication of information where content has been supplied by the client.
We agree to research, create, adapt or use any Content we see fit to include into your Project and intend to use our resources to try and reach an audience that you agree we should attempt to influence.
You agree to promptly provide to us (free of charge) any information and material (including without limitation images and text) that we may reasonably require to enable us to proceed with our obligations under these Terms.
You warrant and represent that all information and material provided to us is
(b) Is either owned by you or that you have permission of the owner for the material to be used in relation to the provision of the Project or Work; and
(c) is free from viruses or other harmful programs.
You warrant and represent that the any content and all information and material you may provide by you or on your behalf throughout your Social Media Campaign complies with and will continue to comply with all applicable laws, regulations and guidance.
You agree that in any situation where access to online accounts is granted, you will only use these accounts for lawful purposes and will not knowingly or recklessly provide, post, link to or transmit any material which is unlawful, threatening, abusive, defamatory, obscene, offensive, profane, threatening, which infringes third party rights (including without limitation intellectual property rights) or in any way would negatively affect the Project or Work that Nova Digital Mediadesign or create on your behalf “Inappropriate Content”.
We reserve the right to refuse to include any content in your Work that we consider Inappropriate Content and/or does not comply with these Terms.
You agree that any account controlled by us, we may display the phrase “Designed by Nova Digital Media“, where “Nova Digital Media” is in a logo or text form, and provide a link to the Nova Digital Media website at www.novadigitalmedia.com.
You shall promptly pay to us any and all Payments or Invoices due under our Payment Terms and will agree that should Late Fees be applicable they should be applied for failure to pay within a reasonable time (in all cases a maximum of 60 days). You will not use or attempt to use our Work unless we have received payments due under these Terms and those agreed in your Investment Profile or Payment Schedule.
You agree to indemnify us in respect of any losses, costs, expenses, damages and/or claims incurred by us as a result of any breach by you of these obligations.
Due to the fast paced nature of certain projects, it may be necessary for Nova Digital Media to react and interact on the spur of the moment. The Client agrees to allow Nova Digital Media to, in these situations, freedom to react on behalf of the Client to ensure the most is made out of each opportunity.
Intellectual Property Rights
You agree that during and throughout the Project, Nova Digital Media are considered owners of any content or property we produce.
No sooner than 30 days after the final payment of the Investment Profile or Payment Schedule has been made if the client no longer requires our services outlined in these Terms any related ownership of the Work is to be transferred to the ownership of the client, this includes all IP, Data and Content.
The client waives the rights to the ownership of the Work, if the client does not pay or is made bankrupt or put into administration, all ownership of any Work produced is immediately and without limitation transferred back to Nova Digital Media Ltd.
Ownership of the content or accounts may be transferred to the Client prior to the contract running its natural course in the sole circumstance that the contract is terminated and the remainder of the contract is paid in full.
In the circumstance of termination and non-payment, Nova Digital Media reserve the right to retain possession of the associated Work, Project Assets and Accounts until full compensation for the remaining amount payable is paid as Cleared Funds.
We will use reasonable skill and care in fulfilling any Order. However, to the fullest extent permitted by law, we exclude all other representations, warranties, conditions and terms expressly or implied by statute, common law or otherwise.
Notwithstanding the above, our total liability (whether in contract, tort, negligence or on any other basis) to you, for any loss or damage shall be limited to the Price.
We will not be liable to you where a breach of these Terms is due to any cause that is beyond our reasonable control, including but not limited to acts of God (or unexplainable phenomenon), explosions, floods, tempests, fires or accidents; wars or threats of war, sabotage, insurrection, civil disturbance or requisition; acts, restrictions, regulations bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority; import or export regulations or embargoes; strikes, lock-outs or other industrial actions or trade disputes; difficulties in obtaining materials, labour, fuel, parts or machinery; power failure or breakdown in machinery.
Nothing in these Terms shall exclude or limit our liability for personal injury, death or fraud or any liability which may not be excluded or limited as a matter of law.
Where any claim or liability of our actions may be held against us in any legal or lawful pursuit, Nova Digital Media agree to be held liable for no more than £500 in fees, fines or liability.
By agreeing to these terms you agree that our liability is no more than £500 in the form of any compensation for any service which Nova Digital Media which causes any loss, harm, libel action or harm to you, your services, products, brand or company.
We reserve the right to terminate this agreement if:
(a) You are in breach of your obligations set out in these Terms; and/or
(b) You fail to communicate with us without reasonable cause beyond what we consider a reasonable length of time.
You may terminate this agreement immediately at any time by providing written notice of termination to us by email (with a confirmed receipt), post or fax (with confirmed receipt) stating in writing and in clear English that you wish to terminate your project or that you no longer wish us to provide you with any Work, you must clearly state your customer contact name, your customer business name and if you have one a customer ID or email address.
Should you choose to terminate our agreement without reasonable cause, we will not be required to make any refund to you or give credit for any uncompleted element of the Design Services.
If you terminate this agreement, compensation for the remainder of contract length is due immediately at the Price agreed. This may include Late Fees and additional recovery costs including but not limited to court costs, and where costs will also be incurred onto the client.
Should you, at any point during your Service Level Agreement with Nova Digital Media, wish to terminate the Service Terms, any unpaid balance of the total Investment Profile (including any monthly price multiplied by months remaining) shall be immediately due and payable and we shall be entitled to recover payment upon demand.
You agree to pay us for the use our Work, and agree that you need to provide us with 30 days of notice to stop a Service Level Agreement that has no fixed length of time or Term. Before the end of your fixed length Project we will talk with you about renewing the Project or agreeing a new fixed term Project.
Any early exit of your current agreement must be subject to your invoices or accounts being paid up to date and you will not have any late payments outstanding.
You must the month that you are in or give 30 days notice whichever is sooner.
If you have more than 30 days left within your contract, you must ensure the month you are in is paid in full before we will accept your notice. Also you must pay for your final 30 days which will be the usual monthly repayment agreed for the Work or Project we are providing you. You will not receive a pro-rata discount or refund for cancellations in the middle of a month.
Cancellation of Web Hosting
Should you wish to cancel your services (this includes retaining a backup which could be used to terminate early your agreement) with Nova with or without notice we require a hand over fee from £145 Plus VAT for each service (price dependant on amount of time the hand over requires).
Hand over will commence and be completed upon written notice, once payment is received and cleared. This process can take up to 48 hours.
Any back up provided by us is not guaranteed to provide the same functionality as the working version of the website on our hosting platform and we are not responsible for any errors / problems and loss of data that occur during the cancellation process.
Any services that carry annual commitments with payments outstanding will be processed immediately and included within your cancellation fee. Cancellations will only be terminated once payment is received along with 30 days notice in writing. All services and related payments until cancellation funds are received are considered still in effect and valid, late fees and our Credit Control procedure are still enforceable.
We may update or amend these Terms from time to time to comply with applicable laws or regulations or to meet our changing business requirements without notice to you. Any updates or amendments will be posted on the Nova Digital Media Website at www.novadigitalmedia.com.
These Terms supersede any other terms and conditions previously published by us and any other representations or statements made by us to you, whether oral, written or otherwise.
It should be considered your responsibility to actively seek and keep up to date with any changes made within out design terms.
You may not assign or sub-contract any of your rights or obligations under these Terms to any third party unless we agree in writing. We may assign, transfer or sub-contract any of our rights or obligations under these Terms to any third party at our discretion.
No relaxation or delay by us in exercising any right or remedy under these Terms shall operate as a waiver of that the right or remedy or shall affect our ability to subsequently exercise that right or remedy. Any waiver must be agreed by us in writing.
If any of these Terms are found to be illegal, invalid or unenforceable by any court or administrative body of competent jurisdiction, the rest of these Terms shall remain in full force and effect.
Only you and we shall be entitled to enforce these Terms. No third party shall be entitled to enforce any of these Terms, whether by virtue of the Contracts (Rights of Third Parties) Act 1999 or otherwise.
These Design Terms are available in English only and are governed by English law. In the event of any matter or dispute arising out of or in connection with these Terms, you and we shall submit to the exclusive jurisdiction of the English courts.