Terms & Conditions

These are the standard terms of business under which novi.digital Ltd (“Novi”, “we”, “us”) provides digital marketing and consultancy services to clients (“the Client”, “you”). Specific engagements are governed by the individual proposal, quote, or Statement of Work agreed with you, together with these terms.

1. About Us

novi.digital Ltd, trading as Novi (Company No. 07526752), registered address: Piccadilly Business Centre, Unit C, Aldow Enterprise Park, Manchester, England, M12 6AE. Trading address: DiSH, Heron House, 1 Lincoln Square, Manchester, M2 5LN, United Kingdom.

This Agreement governs the provision of digital marketing, web development, web hosting, consultancy, and related services by Novi to the Client, and supersedes any prior agreements related to the services described herein.

2. Scope of Services

Novi provides digital marketing services including but not limited to:

Project Services:

• Web Design Services
• Design & Development
• SEO Project Services
• PPC Project Services
• Web Migration & Support
• Training (Google Ads, GA4, etc.)
• Content Creation

Managed Services:

• Search Engine Optimisation (SEO) Services, including AI Optimisation
• Pay-Per-Click (PPC) Management (Google Ads, Microsoft Ads)
• Paid Social Management (e.g. Meta Ads, LinkedIn Ads)
• Consultancy & Strategy Development
• Web Hosting
• DNS Management (e.g. Cloudflare)

Specific services provided will be outlined in the relevant service proposal and agreed between the parties.

3. Acceptance of Services

This Agreement serves as the primary contractual framework governing all services provided by Novi. Acceptance of any service proposal, quotation, or additional work order may be confirmed through signed approval, written confirmation via email or other documented communication, or explicit confirmation through an online system or digital signature.

Acceptance may also be inferred from continued engagement, including proceeding with services after receiving a proposal, providing instructions to commence work, engaging in correspondence indicating intent to proceed, or making payments or providing account access. By proceeding with services in any of these ways, the Client agrees to be bound by these terms, even in the absence of a formally signed agreement.

If the Client wishes to dispute any term, this must be communicated in writing prior to commencement of services.

4. Fees and Payment Terms

PPC and paid media spend is paid directly to the relevant platform provider by the Client; management fees are separate and payable to Novi. Payment is required upfront and in full prior to commencement of work unless otherwise agreed. Clients are required to set up a Direct Debit mandate (via GoCardless) or card payment mandate (via Stripe) to streamline billing.

Standard payment terms are 30 days from the invoice date unless otherwise agreed in writing. Payments not received within 30 days may incur an additional charge of 1.5% per month, and the Client is responsible for any reasonable fees incurred in the collection process. Payment by cheque incurs a £12 surcharge. Fees may be subject to a 5% annual increase in line with inflation and service improvements.

Novi does not offer credit terms and reserves the right to cease services immediately if payment is overdue by more than 60 days, with the balance remaining payable. Where discounted pricing has been provided subject to a minimum commitment period, cancelling before the end of that period may result in the standard rate being retrospectively applied for services already delivered.

5. Non-Payment and Debt Collection

If payment remains outstanding for more than 60 days, Novi reserves the right to suspend active services, withhold access to reports or deliverables, and revoke access to hosting, advertising, or campaign management platforms. If payment remains unpaid for 90 days, Novi may refer the debt to a third-party collection agency or pursue legal action; the Client will be liable for reasonable collection, legal, and enforcement costs incurred. A Final Demand Notice giving 7 days to settle will be issued before referral to collections.

Invoice disputes must be notified in writing within 14 days of the invoice date; disputes raised after this period will not be considered valid grounds for withholding payment.

6. Service Levels & Incident Support

Novi will use commercially reasonable efforts to deliver services in line with the service levels below. For hosting and managed platform services, Novi targets 99.9% uptime per calendar month, excluding scheduled maintenance and matters outside Novi’s reasonable control.

Incidents are categorised as Business-Critical (preventing overall service usability) or Non-Business-Critical. Business-Critical incidents are acknowledged within 2 business hours and Novi aims to resolve them within 1 business day. Non-Business-Critical incidents are acknowledged within 2 business days with a target resolution of 5 business days. Where resolution depends on a third-party supplier, timelines are subject to delays outside Novi’s control.

Support requested outside standard hours (9:00am–5:00pm, Monday to Friday, excluding bank holidays) that is not critical to core services may incur a charge of £150 per hour plus VAT, subject to prior written confirmation from the Client.

7. Client Responsibilities

Depending on the services engaged, the Client agrees to provide timely access to relevant platforms and accounts (e.g. Google Analytics, Search Console, advertising accounts, CMS), respond to requests for approval or information in a timely manner, provide brand guidelines and materials where relevant, and ensure any content or materials supplied are owned or appropriately licensed. Delays in providing access, approvals, or materials may impact project timelines, and Novi is not responsible for missed deadlines resulting from such delays.

Novi does not guarantee specific results such as search rankings, clicks, conversions, or return on ad spend, as these depend on market conditions, competition, and factors outside Novi’s control.

8. Ownership & Intellectual Property

Each party retains ownership of intellectual property it owned prior to this Agreement. Deliverables, reports, strategies, or campaign materials produced specifically for the Client become the Client’s property upon receipt of full payment; until then, ownership remains with Novi. Novi retains ownership of its own methodologies, processes, tools, and proprietary materials used in delivering services. Where third-party software, content, or services are used, those assets remain the property of their respective owners.

9. Confidentiality & Data Protection

Each party agrees to keep confidential all sensitive information disclosed during the engagement, an obligation that survives termination. Novi complies with UK GDPR; client data is used only for service delivery and is not shared with third parties without consent. Meetings and calls may be recorded for note-taking, quality, and training purposes (using tools such as Read.ai) and are typically retained for around 30 days before deletion. Clients who object to recordings should notify Novi in writing.

For details on how we handle personal data collected via this website, please see our Privacy Policy.

10. Liability & Warranty Disclaimers

Services are provided on a reasonable-efforts basis. Novi’s liability under this Agreement is limited to the total fees paid by the Client in the preceding 6 months, and Novi is not liable for indirect, special, or consequential losses, including lost revenue, business, or reputational damage.

11. Termination

One-off projects and pilot campaigns are non-refundable once commenced, and no termination period applies. Managed and consultancy services carry a minimum term of 12 months, followed by a notice period of 30 days (for service provision of 6–12 months) or 60 days (for service provision over 12 months). Notice of cancellation must be given in writing by an authorised representative. Novi may terminate immediately for non-payment, unremedied breach, or Client insolvency. Unless otherwise agreed, agreements automatically renew for successive 12-month periods unless either party gives at least 60 days’ written notice of non-renewal.

12. Governing Law

This Agreement is governed by the laws of England and Wales, and the courts of England and Wales have exclusive jurisdiction over any dispute arising from it.

13. Contact

Questions about these terms can be sent to hello@novi.digital or by calling 0333 090 4442.

This page summarises Novi’s standard terms of business. It does not replace the specific Master Service Agreement, proposal, or Statement of Work signed for an individual engagement, which takes precedence in the event of any conflict.