Terms & Conditions
Last updated: 20 August 2026
1. General Information
These Terms & Conditions govern the provision of web development, software development, IT consulting, digital marketing, automation, technical support, hosting, server infrastructure, and other digital services by:
NOVA DIGITAL STUDIO LTD
Company Number: 17394330
Office 1724
60 Tottenham Court Road
Fitzrovia, London W1T 2EW
United Kingdom
Email: info@nd-studio.net
Phone: +44 7458 197055
In these Terms, NOVA DIGITAL STUDIO LTD is referred to as “we”, “us”, “our”, or the “Contractor”. The person or business purchasing the services is referred to as the “Client”.
Our services are offered exclusively to businesses and individuals acting for purposes connected with their trade, business, craft, or profession. These Terms are not intended to govern consumer transactions.
2. Contract Formation
The descriptions, packages, estimated timelines, and prices displayed on our website are provided for general information only. They do not constitute a legally binding offer.
A binding contract is formed when the parties approve or sign a written agreement, proposal, quotation, order confirmation, or Statement of Work defining the applicable:
Services and project scope
Deliverables
Price and payment schedule
Project timeline
Responsibilities of each party
Additional commercial conditions
Written acceptance by email or payment of the requested deposit may also constitute acceptance where this is stated in our proposal or invoice.
If there is a conflict between these Terms and a signed project agreement or Statement of Work, the signed project document will take priority for that project.
3. Scope of Services
We will provide the services and deliverables described in the applicable proposal, agreement, or Statement of Work.
Any service, feature, integration, content, functionality, or deliverable not expressly included in the agreed scope is excluded and may require a separate quotation.
Project estimates are based on the information available when the proposal is prepared. If the Client’s requirements change or previously undisclosed technical issues are discovered, we may revise the timeline and price with the Client’s written approval.
4. Client Responsibilities
The Client agrees to:
Provide accurate instructions and complete project requirements
Supply all required content, branding materials, access credentials, technical information, and other assets
Provide feedback, decisions, and approvals within a reasonable period
Appoint an authorised representative for project communication
Review deliverables and report any issues promptly
Ensure that supplied materials may legally be used for the project
Maintain appropriate backups of its existing systems and information
The Client is responsible for the accuracy, legality, and completeness of all materials it provides.
Project timelines may be reasonably extended where information, content, access, feedback, payment, or approval is delayed by the Client.
We are not responsible for delays caused by the Client, third-party providers, platform reviews, external systems, force majeure events, or circumstances outside our reasonable control.
5. Pricing and Payment
Unless otherwise agreed in writing:
Prices are quoted in EUR
Prices exclude VAT and other applicable taxes
Payment must be made according to the schedule shown in the proposal or invoice
Bank charges, currency conversion charges, and payment-provider fees charged to the Client are the Client’s responsibility
Invoices must be paid by the due date stated on the invoice
Payments may be made by bank transfer or through an approved payment provider, including Stripe or Mollie where available.
We may require an initial deposit before reserving resources or beginning work. Work will start after the required deposit has been received unless otherwise agreed in writing.
If an invoice is overdue, we may suspend work, withhold deliverables, restrict access to hosted services, or postpone the project schedule until the outstanding amount has been paid.
This does not affect our right to recover overdue amounts, reasonable recovery costs, or any interest available under the contract or applicable law.
6. Additional Work and Change Requests
Requests outside the agreed scope are treated as additional work.
Examples include:
New pages, features, or integrations
Major design changes
Changes to previously approved work
Additional revision rounds
Migration or repair of systems not included in the original scope
Work required because of inaccurate or incomplete Client instructions
Changes caused by third-party platforms, plugins, or APIs
Before beginning substantial additional work, we will normally provide an estimate, quotation, or updated Statement of Work for the Client’s approval.
Additional work may be invoiced at an agreed fixed price or our applicable hourly rate.
7. Revisions and Project Approval
Unless otherwise stated in the project agreement, each project includes two rounds of reasonable revisions.
A revision is an adjustment to work already produced within the agreed project scope. A revision does not include new functionality, a replacement concept, a substantial redesign, or a change to the original requirements.
The Client should provide consolidated feedback for each revision round. Individual comments sent separately may be combined and treated as one revision round.
The project or relevant project stage is considered approved when:
The Client confirms approval in writing;
The deliverable is published or used with the Client’s authorisation; or
The Client does not report a material issue within 10 business days after delivery or a written approval request.
Approval does not prevent the Client from reporting a qualifying defect under the warranty provisions below.
8. Project Timeline and Delays
Any delivery date is an estimate unless the parties expressly agree in writing that it is a fixed contractual deadline.
We will use reasonable efforts to meet agreed timelines. However, the delivery schedule may be adjusted where:
The Client delays content, access, feedback, approval, or payment
The Client requests changes or additional work
A third-party service becomes unavailable or changes its requirements
Unexpected technical issues arise
Circumstances outside our reasonable control affect delivery
Where possible, we will inform the Client of a material delay and provide an updated estimate.
9. Recurring Services
Maintenance, SEO, advertising management, hosting, technical support, and other recurring services are billed in advance according to the agreed billing period.
Unless a fixed minimum term is agreed, either party may terminate a monthly recurring service by giving at least 30 days’ written notice before the next billing date.
Amounts already paid for the current billing period are non-refundable once that period has started, except where required by law or expressly agreed otherwise.
Unused time, advertising budgets, hosting resources, or support hours do not carry over to another billing period unless agreed in writing.
We may adjust recurring-service pricing by providing reasonable advance written notice. If the Client does not accept the revised price, it may terminate the affected service before the new price takes effect.
10. Third-Party Services
Projects may rely on third-party services, including:
Hosting providers
Domain registrars
Content management systems
Plugins and themes
Payment providers
Advertising platforms
Analytics services
External APIs
Cloud and email services
Licensed software
Third-party services are governed by their providers’ own terms, pricing, availability, security procedures, and privacy policies.
Unless expressly included in our proposal, third-party fees are payable separately by the Client.
We are not responsible for an interruption, policy change, price increase, account suspension, compatibility issue, security incident, or service discontinuation caused by a third-party provider and outside our reasonable control.
We may recommend an alternative where a third-party service becomes unavailable, but migration or replacement work may be charged separately.
11. Intellectual Property
Until all invoices relating to a project have been paid in full, all project deliverables, designs, software, source code, documentation, and other materials created by us remain our property.
After full payment, the Client receives ownership of the final bespoke deliverables created specifically for the Client, unless the project agreement states otherwise.
The transfer does not include:
Our pre-existing software, code, templates, frameworks, tools, methods, or know-how
Open-source software
Third-party software, fonts, images, plugins, themes, or licensed materials
Unused concepts, drafts, prototypes, or rejected designs
Materials not included in the agreed final deliverables
Where our pre-existing materials are incorporated into a final deliverable, we grant the Client a non-exclusive, worldwide, perpetual licence to use those materials as part of the completed project, subject to full payment.
Third-party and open-source components remain subject to their respective licence terms.
12. Client Materials
The Client retains ownership of materials supplied to us.
The Client grants us a limited licence to use, copy, adapt, and process those materials only as reasonably necessary to provide the contracted services.
The Client confirms that it owns the supplied materials or has obtained all permissions required for their use. The Client is responsible for claims arising from materials it provides where our use follows the Client’s instructions.
13. Portfolio Use
Unless prohibited by a written confidentiality agreement, we may identify the Client as our customer and display publicly available elements of completed work in our portfolio, website, presentations, and marketing materials.
We will not disclose the Client’s confidential information, private systems, credentials, source data, or commercially sensitive information.
The Client may request in writing that a particular project remain private. Any such restriction should be agreed before the project begins.
14. Confidentiality
Each party agrees to protect confidential information received from the other party and to use it only for performing or receiving the contracted services.
Confidential information does not include information that:
Is publicly available without a breach of these Terms
Was already lawfully known to the receiving party
Is independently developed without using the other party’s confidential information
Is lawfully received from a third party
Must be disclosed by law, court order, or regulatory authority
These confidentiality obligations continue after the project ends.
15. Warranty and Defect Correction
We are committed to delivering reliable and professional work.
Unless a different period is stated in the project agreement, we will correct qualifying defects reported within 12 months after final delivery without an additional development charge.
A qualifying defect is a reproducible programming error directly caused by our work that prevents the deliverable from operating materially in accordance with the agreed written specification.
The warranty does not cover issues caused by:
Changes made by the Client or another party
Use inconsistent with supplied instructions
Client-provided content, code, or data
Hosting, server, browser, operating-system, or device changes
Third-party software, themes, plugins, APIs, platforms, or integrations
Updates or policy changes made by third-party providers
Malware, unauthorised access, or inadequate Client security
Expired licences, domains, certificates, or subscriptions
New features or changes to the original requirements
Failure to install updates or follow reasonable technical recommendations
Warranty correction does not include ongoing maintenance, content updates, performance optimisation, design revisions, or compatibility work caused by later third-party changes.
16. Cancellation and Termination
The Client may cancel a project by providing written notice.
If cancellation occurs after work has started:
The initial deposit is non-refundable
The Client must pay for work completed and costs incurred up to the cancellation date
Work exceeding the value of the deposit may be invoiced separately
Third-party costs and non-cancellable commitments remain payable
No incomplete or unpaid deliverables are transferred to the Client
Either party may terminate an agreement if the other party commits a material breach and fails to correct it within 14 days after receiving written notice.
We may suspend or terminate services immediately where continued performance would be unlawful, create a material security risk, infringe third-party rights, or involve fraudulent or abusive activity.
17. Backups and Data
Unless backup management is expressly included in the agreed service, the Client is responsible for maintaining current backups of its websites, systems, files, databases, and other information.
We will take reasonable care when handling Client data but cannot guarantee that data loss will never occur.
Before providing access to an existing system, the Client should create and verify an appropriate backup.
18. Limitation of Liability
Nothing in these Terms excludes or limits liability where it cannot lawfully be excluded or limited, including liability for:
Death or personal injury caused by negligence
Fraud or fraudulent misrepresentation
Any other liability that cannot be excluded under applicable law
Subject to the above, neither party will be liable for indirect or consequential loss, or for loss of profit, revenue, anticipated savings, business opportunity, goodwill, or data arising from a business activity.
Our total aggregate liability arising from a project will not exceed the total fees paid or payable to us for the specific services giving rise to the claim during the 12 months preceding the event, unless a different limit is stated in the applicable project agreement.
Each party must take reasonable steps to reduce any loss it suffers.
19. Force Majeure
Neither party will be liable for delay or failure caused by circumstances beyond its reasonable control, including natural disasters, war, civil unrest, government action, labour disputes, widespread internet or power outages, cyberattacks, failures of major infrastructure providers, epidemics, or changes in law.
The affected party should notify the other party as soon as reasonably possible and take reasonable steps to reduce the impact.
If such circumstances continue for more than 60 days and materially prevent performance, either party may terminate the affected services by written notice.
20. Data Protection
Each party will comply with applicable data protection laws when processing personal information in connection with the services.
Further information about how we process personal information is available in our Privacy Policy.
Where we process personal data on behalf of the Client as a data processor, the parties may enter into a separate Data Processing Agreement where required.
21. Subcontractors
We may use appropriately qualified employees, freelancers, or subcontractors to perform parts of the services.
We remain responsible for managing the services we have agreed to provide and will require subcontractors to protect confidential information and personal data appropriately.
22. Communications and Notices
Routine project communication and approvals may be provided by email or through an agreed project-management or messaging platform.
Formal notices concerning cancellation, termination, legal claims, or material breach must be sent by email to the addresses specified in the relevant agreement.
Notices to NOVA DIGITAL STUDIO LTD should be sent to:
23. Assignment
The Client may not transfer its rights or obligations under an agreement without our prior written consent, which will not be unreasonably withheld.
We may transfer an agreement as part of a merger, reorganisation, or sale of all or a substantial part of our business, provided this does not materially reduce the Client’s contractual rights.
24. Entire Agreement
These Terms, together with the applicable proposal, quotation, Statement of Work, and any signed agreement, constitute the entire agreement between the parties concerning the relevant services.
Neither party relies on a statement or promise that is not contained in those documents, except that nothing in this section limits liability for fraud or fraudulent misrepresentation.
Any amendment must be agreed in writing by authorised representatives of both parties.
25. Severability and Waiver
If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will continue in effect. The invalid provision will be interpreted or adjusted only to the minimum extent necessary to make it enforceable where legally possible.
A delay or failure to enforce a right does not waive that right.
26. Third-Party Rights
Unless expressly stated otherwise, no person other than the Client and NOVA DIGITAL STUDIO LTD has the right to enforce these Terms under the Contracts (Rights of Third Parties) Act 1999.
27. Governing Law and Jurisdiction
These Terms and any contractual or non-contractual dispute arising from them are governed by the laws of England and Wales.
The courts of England and Wales have exclusive jurisdiction to resolve any dispute arising from or connected with these Terms or the services, unless the parties expressly agree otherwise in writing.
28. Contact Information
Questions about these Terms & Conditions may be sent to:
NOVA DIGITAL STUDIO LTD
Company Number: 17394330
Office 1724
60 Tottenham Court Road
Fitzrovia, London W1T 2EW
United Kingdom
Email: info@nd-studio.net
Phone: +44 7458 197055