1. Acceptance of Terms
These Terms of Service ("Terms") govern your use of the website operated by NovaScale Ltd ("NovaScale," "we," "us," or "our"), a company registered in England and Wales with its registered office at 128 City Road, London, United Kingdom, EC1V 2NX (company number [Insert Companies House Number]), and any digital marketing services we provide. By accessing our site or engaging our services, you agree to be bound by these Terms. If you do not agree, please do not use our site or services.
2. Our Services
NovaScale provides digital marketing services, which may include brand strategy, content and social media management, paid media, search engine optimisation, web design and development, and analytics and reporting. The specific scope, deliverables, timeline, and fees for any engagement will be set out in a separate proposal, statement of work, or services agreement ("Service Agreement") signed by both parties, which forms part of these Terms for that engagement.
3. Website Use & Accounts
You agree to use our website only for lawful purposes and not to interfere with its operation or security. Any account credentials you are given to access shared tools or dashboards must be kept confidential, and you are responsible for activity that occurs under your account.
4. Client Engagements
Where we act on your behalf — for example, managing advertising accounts, publishing content, or accessing analytics platforms — you authorise us to take reasonable actions consistent with the agreed scope of work. You remain responsible for the accuracy of information, assets, and approvals you provide, and for ensuring you have the rights to any materials you share with us.
5. Fees & Payment
Fees, payment schedules, and any advertising or media spend pass-through arrangements will be specified in the applicable Service Agreement or invoice. Unless otherwise agreed in writing: invoices are due within [Insert Number] days of the invoice date and are exclusive of VAT unless stated otherwise; late payments may accrue interest under the Late Payment of Commercial Debts (Interest) Act 1998 or result in suspension of services; and advertising or media budgets are separate from our service fees unless stated otherwise.
6. Intellectual Property
Upon full payment for a given deliverable, NovaScale assigns to you the ownership rights in the final creative assets, copy, and designs created specifically for you under the applicable Service Agreement, except for: (a) our pre-existing tools, templates, frameworks, and know-how, which we retain; and (b) any third-party or licensed materials, which remain subject to their own licence terms. We retain the right to showcase completed work in our portfolio and marketing materials, unless you request otherwise in writing.
7. Third-Party Platforms
Our services may involve third-party platforms (such as advertising networks, analytics tools, hosting providers, or social media platforms). Your use of those platforms is subject to their own terms and policies, and we are not responsible for their availability, changes, or performance.
8. Disclaimers & Warranties
Except as expressly stated in a Service Agreement, our website and services are provided "as is" and "as available," without warranties of any kind, whether express or implied, to the fullest extent permitted by law. We do not guarantee specific marketing results, rankings, traffic, conversions, or revenue, as these depend on many factors outside our control, including third-party platform changes and market conditions.
9. Limitation of Liability
Nothing in these Terms limits or excludes our liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be limited or excluded under English law. Subject to that, to the fullest extent permitted by law, NovaScale Ltd will not be liable for any indirect or consequential loss, or any loss of profits, revenue, business, goodwill, or anticipated savings, arising from your use of our website or services. Our total liability for any claim arising from a Service Agreement will not exceed the fees paid by you to NovaScale for the specific services giving rise to the claim in the [Insert Time Period, e.g. three (3) months] preceding the claim.
10. Indemnification
You agree to indemnify and hold harmless NovaScale Ltd, its directors, and employees from any claims, damages, or expenses arising from your breach of these Terms, misuse of our services, or materials you provide that infringe the rights of a third party.
11. Termination
Either party may terminate an ongoing engagement as set out in the applicable Service Agreement, typically with written notice. We may suspend or terminate access to our website or services if we reasonably believe these Terms have been violated. Provisions that by their nature should survive termination (including intellectual property, payment obligations, and limitation of liability) will survive.
12. Governing Law & Disputes
These Terms are governed by the laws of England and Wales, without regard to conflict-of-law principles. Each party submits to the exclusive jurisdiction of the courts of England and Wales, unless the applicable Service Agreement specifies an alternative dispute resolution method such as arbitration or mediation.
13. Changes to These Terms
We may update these Terms from time to time. Continued use of our website or services after changes take effect constitutes acceptance of the revised Terms. Material changes will be reflected by updating the "Last updated" date above.
14. Contact Us
Questions about these Terms can be directed to:
NovaScale Ltd
128 City Road, London, United Kingdom, EC1V 2NX
Email: hello@novascale.co.uk
Phone: [Insert Phone Number]