Acceptance of Terms
These Terms of Service ("Terms") govern your use of the Novatex Consulting website (novatexconsulting.com) and any services provided by Novatex Consulting ("Novatex", "we", "us", or "our").
By accessing our website, submitting a contact form, or engaging Novatex for services, you agree to be bound by these Terms. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to these Terms.
If you do not agree to these Terms, please do not use our website or engage our services.
Our Services
Novatex Consulting provides digital marketing, web development, software development, and related services including but not limited to:
- Web development and design (Next.js, React, custom CMS)
- Mobile application development (iOS and Android)
- Custom software development
- Search engine optimisation (SEO) and content marketing
- Google Ads and paid search management
- Performance marketing and paid social media advertising
- Social media marketing and community management
- AI automation and workflow integration
The specific scope, deliverables, timelines, and fees for any engagement are set out in a separate Statement of Work (SOW), Project Agreement, or Service Agreement signed by both parties. In the event of any conflict between these Terms and a signed agreement, the signed agreement prevails.
Engagement, Fees & Payment
Fees: All fees are set out in the applicable proposal, SOW, or service agreement. Fees are exclusive of applicable taxes (GST in India, VAT in the UAE) unless stated otherwise.
Payment terms: Unless otherwise agreed in writing:
- Project-based work: 50% upfront, 50% on completion (or milestone-based as specified in the SOW)
- Monthly retainers: Invoiced monthly in advance, payable within 14 days of invoice date
- Late payment: Overdue amounts accrue interest at 1.5% per month (18% per annum)
Expenses: Out-of-pocket expenses (advertising spend, third-party software subscriptions, travel) are charged at cost with prior client approval, unless included in the agreed fee.
Price changes: For ongoing retainer clients, we provide 30 days' written notice of any fee changes. Continued engagement after notice constitutes acceptance.
Refunds: We do not offer refunds for completed work or services rendered. If a project is cancelled mid-way, fees for work completed to date are payable in full.
Intellectual Property
Client-owned deliverables: Upon receipt of full payment, Novatex assigns to the client all intellectual property rights in custom deliverables specifically created for the client under the engagement (source code, designs, written content). This assignment is subject to the exceptions below.
Novatex-owned elements: The following remain the exclusive property of Novatex and are licensed (not sold) to the client:
- Pre-existing tools, frameworks, libraries, and methodologies used in delivery
- Internal Novatex platforms, admin systems, and proprietary technology
- General knowledge, skills, and know-how developed during the engagement
Third-party components: Deliverables may include open-source software or third-party components subject to their own licences (e.g. MIT, Apache). We will disclose significant third-party components upon request.
Portfolio rights: Novatex reserves the right to reference the client relationship in our portfolio, case studies, and marketing materials, subject to any confidentiality restrictions in a signed agreement. We will not disclose confidential business metrics without written permission.
Confidentiality
Both parties may disclose confidential information to each other during an engagement. Each party agrees to:
- Keep the other party's confidential information strictly confidential
- Use confidential information only for the purposes of the engagement
- Not disclose confidential information to third parties without prior written consent
- Apply the same standard of care it uses to protect its own confidential information (minimum: reasonable care)
Confidential information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already known to the receiving party; (c) is independently developed without use of confidential information; or (d) must be disclosed by law or court order.
These confidentiality obligations survive termination of the engagement for a period of 3 years.
Client Data
Where Novatex processes personal data on behalf of a client (e.g. when managing Google Ads accounts, CRM systems, or email marketing platforms), Novatex acts as a data processor and the client acts as the data controller.
In such cases:
- Novatex processes data only on the client's documented instructions
- Novatex implements appropriate technical and organisational security measures
- Novatex does not use client data for any purpose other than delivering the agreed services
- Upon termination, Novatex returns or deletes client data as instructed, within 30 days
Clients are responsible for ensuring they have appropriate legal basis to share personal data with Novatex for processing.
Warranties & Representations
Novatex warrants that:
- Services will be provided with reasonable skill, care, and diligence
- Novatex has the right to enter into agreements and provide the services described
- Deliverables will not knowingly infringe third-party intellectual property rights
Novatex does not warrant:
- Specific outcomes from marketing campaigns (e.g. guaranteed search rankings, specific ROAS targets) — while we set targets, these depend on factors outside our control including platform algorithms, market conditions, and client-side conversion rates
- Uninterrupted or error-free operation of third-party platforms (Google, Meta, etc.)
- That website traffic will result in specific business outcomes
Client warrants that:
- All content, data, and materials provided to Novatex do not infringe any third-party rights
- The client has authority to enter into the engagement agreement
- All information provided to Novatex is accurate and complete
Limitation of Liability
To the maximum extent permitted by applicable law:
- Novatex's total liability to a client in connection with any engagement shall not exceed the total fees paid by the client in the 3 months preceding the event giving rise to the claim
- Novatex shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, loss of data, or business interruption
- Novatex is not liable for losses caused by third-party platforms (Google, Meta, AWS, etc.) or events outside our reasonable control (force majeure)
Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded by law.
Termination
Termination by either party: After any initial commitment period specified in a signed agreement, either party may terminate an ongoing retainer by providing 30 days' written notice.
Immediate termination by Novatex: Novatex may terminate an engagement immediately, with written notice, if:
- The client fails to pay invoices within 30 days of the due date after written notice
- The client materially breaches these Terms or the applicable agreement
- The client engages in illegal activity or requests Novatex to act in breach of applicable law or platform policies
On termination: All outstanding fees for work completed become immediately payable. Novatex will provide the client with all deliverables and data owned by the client within 14 days of termination.
Governing Law
These Terms and any disputes arising from them are governed by:
- India-based clients: The laws of India. The courts of Kolkata, West Bengal have exclusive jurisdiction.
- UAE-based clients: The laws of the UAE. Disputes shall be subject to the jurisdiction of the courts of Dubai, UAE, or as otherwise agreed in a signed engagement agreement.
Dispute Resolution
In the event of any dispute, the parties agree to attempt to resolve the matter through good-faith negotiation for a period of 30 days before commencing formal legal proceedings. Either party may initiate negotiation by written notice to the other party's registered address.
For disputes with India-based clients, if negotiation fails, disputes shall be referred to binding arbitration under the Arbitration and Conciliation Act, 1996 of India, with a sole arbitrator appointed by mutual agreement. The seat of arbitration shall be Kolkata.
General Provisions
Entire agreement: These Terms, together with any signed proposal, SOW, or engagement agreement, constitute the entire agreement between the parties with respect to the subject matter and supersede all prior discussions, representations, and agreements.
Amendments: 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 become effective constitutes acceptance.
Severability: If any provision of these Terms is found to be unenforceable, the remaining provisions continue in full force and effect.
Waiver: Failure to enforce any provision of these Terms does not constitute a waiver of the right to enforce it in the future.
Assignment: Clients may not assign rights or obligations under any engagement agreement without Novatex's prior written consent. Novatex may assign its rights to a successor entity in a merger or acquisition.
Force majeure: Neither party is liable for delays or failures caused by circumstances beyond their reasonable control, including natural disasters, government actions, platform outages, or internet disruptions.
Contact for Legal Matters
For any questions about these Terms or to serve formal legal notices: