Terms of Service

1. Services

NovaMind AI ("Company", "we", "us", or "our") provides artificial intelligence consulting, automation, integration, data intelligence, and related digital services. The specific scope, deliverables, timeline, and fees for each engagement are agreed upon in a separate written Statement of Work (SOW) or service agreement between NovaMind AI and the client.

We reserve the right to modify, suspend, or discontinue any service at any time with reasonable notice. We will not be liable to you or any third party for any modification, suspension, or discontinuation of services.

2. Eligibility

By using our services, you represent and warrant that:

• You are at least 18 years of age
• You have the legal capacity and authority to enter into these Terms
• If you are accepting these Terms on behalf of a company or other legal entity, you have the authority to bind that entity
• Your use of our services does not violate any applicable laws or regulations in your jurisdiction

3. Accounts and Registration

When you engage our services, you may be required to provide accurate, current, and complete information. You are responsible for:

• Maintaining the confidentiality of any credentials provided to you
• All activities that occur under your account or with your credentials
• Promptly notifying us of any unauthorised use of your account
• Keeping your contact and billing information current and accurate

We reserve the right to suspend or terminate accounts that we reasonably believe are involved in fraudulent or abusive activity.

4. Payment Terms

Fees and Invoicing

Service fees are specified in individual SOWs or during the onboarding process. Unless otherwise agreed:

• Invoices are due within 14 days of issuance
• Subscription services are billed on a recurring monthly or annual basis as agreed
• All fees are exclusive of applicable taxes, duties, or levies unless stated otherwise
• Late payments may incur interest at a rate of 1.5% per month or the maximum rate permitted by law

Payment Processing

Payments are processed securely through our authorised payment processors. By providing payment information, you authorise us to charge the applicable fees to your designated payment method. We do not store full payment card details on our servers.

Refunds

Refund eligibility is assessed on a case-by-case basis and is governed by the terms in your individual service agreement. Subscription fees are generally non-refundable for the current billing period. If you believe a charge was made in error, please contact us within 30 days of the charge.

5. Intellectual Property

Our Intellectual Property

NovaMind AI retains all rights, title, and interest in and to our proprietary tools, frameworks, methodologies, pre-existing software, and any improvements or derivatives thereof. Nothing in these Terms grants you any rights to our intellectual property except as expressly stated.

Client Deliverables

Subject to full payment of all applicable fees, custom deliverables created specifically and exclusively for you under a signed SOW will be assigned to you upon completion. This assignment excludes any pre-existing NovaMind AI components embedded in those deliverables, for which you receive a perpetual, non-exclusive licence.

Feedback

If you provide suggestions, feedback, or ideas regarding our services, you grant us a perpetual, irrevocable, royalty-free licence to use that feedback in any way, without obligation to you.

6. Confidentiality

Each party agrees to keep confidential all non-public, proprietary, or sensitive information disclosed by the other party during the course of the engagement ("Confidential Information"). This includes business plans, technical specifications, client data, pricing, and trade secrets.

Confidential Information shall not be disclosed to third parties without prior written consent, and shall be protected with at least the same degree of care as the receiving party uses to protect its own confidential information, but no less than reasonable care.

These confidentiality obligations survive the termination of any service agreement for a period of three (3) years, or indefinitely for information that constitutes a trade secret under applicable law.

7. Acceptable Use

You agree not to use our services to:

• Violate any applicable local, national, or international laws or regulations
• Infringe upon the intellectual property rights, privacy rights, or other rights of any third party
• Transmit, distribute, or store material that is harmful, offensive, defamatory, or unlawful
• Engage in any fraudulent, deceptive, or misleading activity
• Attempt to gain unauthorised access to our systems, networks, or data
• Introduce malware, viruses, or other harmful code into our systems
• Use our services in a manner that could damage, disable, or impair our infrastructure
• Resell or sublicence our services without our prior written consent

We reserve the right to investigate and take appropriate action — including suspending or terminating access — against anyone who violates these provisions.

8. Disclaimers

Our services are provided on an "as is" and "as available" basis without warranties of any kind, either express or implied, including but not limited to:

• Implied warranties of merchantability or fitness for a particular purpose
• Warranties that the services will be uninterrupted, error-free, or secure
• Warranties regarding the accuracy, reliability, or completeness of any AI-generated outputs

AI-generated outputs and recommendations are provided for informational purposes. You are solely responsible for independently verifying any outputs before acting on them. NovaMind AI does not guarantee specific business outcomes from the use of our services.

9. Limitation of Liability

To the maximum extent permitted by applicable law, NovaMind AI and its officers, directors, employees, and agents shall not be liable for any:

• Indirect, incidental, special, consequential, or punitive damages
• Loss of profits, revenue, data, business, or goodwill
• Damages arising from reliance on AI-generated outputs or recommendations
• Damages resulting from third-party actions or services

Our total aggregate liability for any claim arising out of or relating to these Terms or our services shall not exceed the fees paid by you to NovaMind AI in the three (3) months preceding the event giving rise to the claim.

Some jurisdictions do not allow the exclusion of certain warranties or limitations of liability, so some of the above limitations may not apply to you.

10. Indemnification

You agree to indemnify, defend, and hold harmless NovaMind AI and its affiliates, officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, costs, or expenses (including reasonable legal fees) arising out of or relating to:

• Your use of our services in violation of these Terms
• Your violation of any applicable law or regulation
• Your violation of any third-party rights, including intellectual property or privacy rights
• Any content or data you provide to us in connection with our services

11. Termination

Either party may terminate a service engagement with written notice as specified in the applicable SOW. In the absence of a specific notice period, 30 days' written notice is required.

We may terminate or suspend your access immediately and without notice if:

• You materially breach these Terms or any service agreement
• We are required to do so by law or regulation
• We reasonably believe your use poses a risk to us, other users, or third parties

Upon termination: all outstanding payments become immediately due; each party will return or destroy the other's Confidential Information upon request; and provisions that by their nature should survive termination (including confidentiality, IP, limitation of liability, and indemnification) shall do so.

12. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with applicable laws, without regard to conflict of law principles.

In the event of a dispute, the parties agree to first attempt to resolve it through good-faith negotiation. If the dispute cannot be resolved informally within 30 days, the parties agree to submit to binding arbitration before a mutually agreed arbitrator. The arbitration shall be conducted in English, and the decision of the arbitrator shall be final and binding.

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or confidential information.

13. Changes to Terms

We reserve the right to modify these Terms at any time. When we make material changes, we will update the "Last updated" date at the top of this page and, where appropriate, notify existing clients by email or through our website.

Your continued use of our services after the effective date of any changes constitutes your acceptance of the updated Terms. If you do not agree to the updated Terms, you should stop using our services and notify us in writing.

14. Contact Us

If you have any questions about these Terms of Service, please contact us: