Terms & Conditions

1. Agreement and Acceptance

These Terms & Conditions (the “Terms”) are entered into between you (“you”, “your” or the “Client”) and NOVE SOLIDA LTD, a company registered in England & Wales under Company No. 11578879 (“NOVE SOLIDA”, “we”, “us” or “our”). They apply whenever you access or use our website, request information from us, or engage us to provide services.

By browsing our website, submitting an enquiry, accepting a proposal, or otherwise instructing us to begin work, you confirm that you have read, understood and agree to be bound by these Terms and by the Acceptable Use Policy in section 7. If you are entering into these Terms on behalf of a business or other organisation, you confirm that you have the authority to bind that organisation, and references to “you” include that organisation.

If you do not agree with these Terms, you should not use our website or engage our services.

2. Definitions

In these Terms, the following words have the meanings set out below:

• “Services” means the marketing services we agree to provide to you, which may include search engine optimisation (SEO), paid advertising, website design and development, conversion rate optimisation (CRO), consultancy and related services.
• “Deliverables” means the reports, designs, code, copy, campaigns, accounts, configurations and other materials we create or supply to you as part of the Services.
• “Proposal” means a written quote, statement of work, scope document or order that describes the Services, fees and any specific terms agreed for a particular engagement.
• “Client Materials” means any content, data, logins, accounts, brand assets, instructions and other materials you provide to us, or authorise us to access, for the purpose of delivering the Services.
• “Third-Party Platform” means any external service used in connection with the Services, such as Google, Microsoft, Meta, TikTok, hosting providers, content management systems, advertising networks or analytics tools.
• “Website” means www.novesolida.com and any associated pages operated by us.
• “Intellectual Property Rights” means copyright, trade marks, design rights, database rights, know-how and all other intellectual property rights, whether registered or unregistered, anywhere in the world.

3. Our Services

NOVE SOLIDA is a digital marketing agency. We provide SEO, paid advertising, website design and development, conversion rate optimisation and related consultancy to clients in the UK, the European Union and internationally. The specific Services we provide to you, and the agreed scope, timelines and fees, are set out in the relevant Proposal.

We will perform the Services with reasonable care and skill and in accordance with good industry practice. Unless we expressly agree otherwise in writing, our obligations are to provide the Services described in the Proposal — they are not obligations to achieve a specific commercial outcome (see section 12).

We may use suitably skilled subcontractors or freelancers to help deliver the Services. Where we do, we remain responsible to you for that work under these Terms.

4. Proposals, Scope and Engagement

A Proposal we provide is an invitation to engage us and is not a binding contract until it is accepted. A binding agreement is formed when you accept a Proposal in writing (including by email), make a payment against it, or otherwise confirm that we should begin work, at which point these Terms apply together with that Proposal.

Where there is any conflict between these Terms and a signed Proposal, the Proposal prevails for that engagement to the extent of the conflict. Each Proposal describes the agreed scope of work. Anything not expressly included in the Proposal is outside scope.

If you ask us to carry out work outside the agreed scope, or if the scope changes materially (for example because of new requirements, changes to a Third-Party Platform, or revised objectives), we will discuss this with you and may issue a revised Proposal or an additional quote. We are not obliged to carry out out-of-scope work until it has been agreed in writing.

5. Fees, Invoicing and Payment

Our fees for the Services are set out in the relevant Proposal. Fees may be charged as a fixed project price, a recurring monthly retainer, an hourly or day rate, or a combination, as agreed.

• Advertising spend is separate. Unless expressly stated, our fees do not include media or advertising spend payable to Third-Party Platforms (for example Google Ads or Meta), third-party software, stock assets, premium plugins, or domain and hosting costs. These are payable by you, either directly or as a reimbursable cost.
• Invoicing. We will invoice you in line with the Proposal — for example on acceptance, at agreed milestones, or monthly in advance for retainers. Unless stated otherwise, invoices are due within 14 days of the invoice date.
• VAT and taxes. All fees are exclusive of VAT and any other applicable taxes, which will be added where required.
• Late payment. If you do not pay an undisputed invoice by its due date, we may charge interest and reasonable recovery costs in accordance with the Late Payment of Commercial Debts (Interest) Act 1998, and we may suspend the Services on notice until payment is received (see section 16).
• No set-off. You must pay all amounts due in full without any set-off, deduction or withholding, except as required by law.

6. Your Responsibilities

To enable us to deliver the Services effectively, you agree to:

• Provide Client Materials, approvals, feedback and access (including logins to relevant accounts and Third-Party Platforms) promptly and in a usable form.
• Ensure that all Client Materials are accurate, lawful, and that you own them or have the rights and permissions needed for us to use them to deliver the Services.
• Nominate a person with authority to give instructions and approvals on your behalf, and respond to reasonable requests for information within a reasonable time.
• Keep your own backups of your website, data and accounts, and maintain the security of your credentials.
• Comply with the rules, policies and terms of any Third-Party Platform used in connection with the Services, and with all applicable laws and regulations, including advertising standards and consumer protection law.

If we are delayed or prevented from performing the Services because you have not met these responsibilities, we will not be liable for the resulting delay or additional cost, and we may adjust timelines or charge for additional work reasonably incurred.

7. Acceptable Use Policy

This Acceptable Use Policy (“AUP”) sets out the rules for your use of our Website and our Services. It protects you, us, other clients, Third-Party Platforms and the public. The AUP forms part of these Terms, and a serious or repeated breach may lead to suspension or termination under section 16.

7.1 General conduct

You must use our Website and Services only for lawful business purposes and in accordance with these Terms, the AUP, and the policies of any relevant Third-Party Platform. You are responsible for any activity carried out through accounts or assets you control or provide to us.

7.2 Prohibited content

You must not use our Services to create, promote, publish, advertise or distribute content that:

• is unlawful, fraudulent, deceptive, defamatory, obscene, or that infringes any third party’s Intellectual Property Rights, privacy or other rights;
• is discriminatory, harassing, threatening, or that incites violence or hatred;
• promotes illegal goods or services, or regulated products in breach of applicable rules (for example certain financial, gambling, pharmaceutical, adult or weapons-related products);
• exploits or endangers minors, or is otherwise harmful or abusive;
• is false or misleading in a way likely to deceive consumers or breach advertising standards.

7.3 Prohibited activities

You must not, and must not ask or encourage us to:

• engage in “black-hat” or manipulative marketing techniques that breach the guidelines of search engines or advertising platforms — for example cloaking, hidden text, link schemes, fake reviews, automated or fraudulent clicks, or artificial traffic generation;
• send unsolicited bulk or spam communications, or marketing that breaches the Privacy and Electronic Communications Regulations (PECR), UK GDPR or equivalent laws;
• impersonate any person or organisation, or misrepresent your identity, affiliation or authority;
• introduce malware, viruses, or other harmful code, or attempt to gain unauthorised access to, disrupt, overload, or test the security of our Website, systems, or any Third-Party Platform;
• scrape, harvest, resell or otherwise misuse data, our Website or our Deliverables in breach of these Terms or applicable law;
• use the Services in any way that could damage the reputation of NOVE SOLIDA or expose us or a Third-Party Platform to legal or regulatory action.

7.4 Enforcement

We may investigate suspected breaches of this AUP and cooperate with Third-Party Platforms, regulators and law enforcement where appropriate. Where a breach occurs, we may remove or refuse to publish content, decline to carry out an instruction, suspend the Services, or terminate the agreement, depending on the seriousness of the breach. Where reasonably practicable and lawful, we will give you notice and an opportunity to remedy the breach first.

8. Third-Party Platforms and Services

Delivery of the Services often depends on Third-Party Platforms that we do not control. Your use of those platforms is subject to their own terms and policies, and you are responsible for complying with them and for any fees they charge.

We are not responsible for the availability, performance, decisions, policy changes, account suspensions, algorithm updates or pricing of any Third-Party Platform, or for any loss arising from them. Where a Third-Party Platform changes the way it works in a manner that affects the Services, we will use reasonable efforts to adapt, but this may require a change to scope, timelines or fees under section 4.

Where you give us access to your accounts, you remain the owner of those accounts and the data in them. We will use access only as needed to deliver the Services.

9. Intellectual Property

You retain ownership of all Client Materials and of your existing Intellectual Property Rights. You grant us a non-exclusive licence to use Client Materials to the extent necessary to provide the Services.

Unless a Proposal states otherwise, ownership of Intellectual Property Rights in bespoke Deliverables created specifically for you transfers to you once we have received payment in full for the relevant Services. Until then, those Deliverables remain our property and you have no right to use them.

We retain ownership of our pre-existing materials, tools, templates, frameworks, processes and know-how (“Background IP”), including anything we developed before or independently of your engagement. To the extent any Background IP is incorporated into a Deliverable, we grant you a non-exclusive, non-transferable licence to use it as part of that Deliverable for your own business purposes. Third-party components (such as software, fonts, plugins or stock assets) remain subject to their own licences, which you are responsible for maintaining.

Unless you tell us otherwise in writing, we may reference the fact that we have worked with you and include non-confidential examples of work we have produced in our portfolio and marketing materials.

10. Confidentiality

Each party may receive confidential information belonging to the other during the engagement. Each party agrees to keep the other’s confidential information secret, to use it only for the purpose of the engagement, and not to disclose it to third parties except to staff, subcontractors or advisers who need it and are bound by similar obligations.

These obligations do not apply to information that is or becomes public through no fault of the receiving party, was already lawfully known, is independently developed, or must be disclosed by law or by a regulator (in which case the disclosing party will, where lawful, be given prior notice).

11. Data Protection

Each party will comply with applicable data protection law, including the UK GDPR and the Data Protection Act 2018, in connection with the Services. Our handling of personal data relating to website visitors and enquirers is described in our Privacy Policy and Cookie Policy.

Where, in providing the Services, we process personal data on your behalf (for example data within your advertising or analytics accounts), you act as controller and we act as processor. In that case we will process such personal data only on your documented instructions and in line with applicable law, and the parties will, where required, enter into a separate data processing agreement setting out the relevant details.

12. Results and No Guarantees

Digital marketing depends on many factors outside our control, including the actions and algorithms of search engines and advertising platforms, competitor activity, market conditions, your products and pricing, and the quality and accuracy of Client Materials.

Because of this, while we will apply our skill and experience to pursue your objectives, we do not and cannot guarantee specific rankings, traffic levels, conversion rates, sales, return on ad spend, or other commercial results, and any forecasts, projections or examples we provide are estimates only and not promises. No statement about likely outcomes forms a contractual warranty unless we expressly state so in writing in a Proposal.

13. Warranties and Disclaimers

We warrant that we will provide the Services with reasonable care and skill. Except as expressly set out in these Terms, and to the fullest extent permitted by law, we exclude all other warranties, conditions and terms, whether express or implied by statute, common law or otherwise, including any implied warranties of satisfactory quality or fitness for a particular purpose.

Our Website and any content on it are provided on an “as is” and “as available” basis. We do not warrant that the Website will be uninterrupted, error-free or free of harmful components, and we are not responsible for any third-party websites or resources linked from it.

14. Limitation of Liability

Nothing in these Terms limits or excludes either party’s liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot be limited or excluded by law.

Subject to that, and to the fullest extent permitted by law:

• we will not be liable to you for any loss of profit, loss of revenue, loss of business, loss of anticipated savings, loss of goodwill, or for any indirect or consequential loss, however arising, even if foreseeable;
• we will not be liable for any loss arising from the acts, omissions, decisions, policies or charges of any Third-Party Platform, from advertising spend, or from your failure to meet your responsibilities under section 6;
• our total aggregate liability arising out of or in connection with the Services and these Terms, whether in contract, tort (including negligence), breach of statutory duty or otherwise, will not exceed the total fees (excluding advertising spend and third-party costs) paid by you to us for the Services in the three (3) months immediately preceding the event giving rise to the claim.

You agree that these limits are reasonable given the nature of the Services and the fees charged.

15. Indemnity

You agree to indemnify and hold us harmless against any claims, losses, damages, liabilities, costs and expenses (including reasonable legal fees) arising out of or in connection with: Client Materials and your instructions; your breach of these Terms or the Acceptable Use Policy; your breach of any Third-Party Platform’s terms; or your infringement of any third party’s rights, including Intellectual Property Rights, where the relevant content or instruction came from or was approved by you.

16. Term, Suspension and Termination

The agreement begins when it is formed under section 4 and continues until the Services are complete or it is terminated in accordance with this section or the relevant Proposal.

• Recurring engagements. Either party may end a rolling retainer by giving the notice period stated in the Proposal, or, if none is stated, 30 days’ written notice. Fees for the notice period remain payable.
• Termination for cause. Either party may terminate immediately on written notice if the other commits a material breach that is not remedied within 14 days of being asked to do so, or becomes insolvent or unable to pay its debts.
• Suspension. We may suspend the Services on notice if you fail to pay an undisputed invoice when due, or if you breach the Acceptable Use Policy, until the issue is resolved.

On termination, you must pay for all Services performed and costs reasonably committed up to the date of termination. Sections that by their nature should survive termination — including those on payment, intellectual property, confidentiality, liability, indemnity and governing law — continue to apply.

17. Events Beyond Our Control

We will not be in breach of these Terms or liable for any delay or failure to perform the Services caused by events beyond our reasonable control, including acts of God, fire, flood, epidemic or pandemic, war, terrorism, civil unrest, strikes, failure of utilities or telecommunications, internet or hosting outages, cyber-attacks, or changes to or outages of any Third-Party Platform. If such an event continues for a prolonged period, either party may terminate the affected Services on reasonable notice.

18. Changes to the Services and These Terms

We may update these Terms from time to time to reflect changes in our practices, the Services, technology or the law. When we do, we will revise the “Last updated” date at the top of this page. For existing engagements, material changes will not apply retrospectively to work already agreed unless we agree them with you; your continued use of the Website or the Services after an update takes effect indicates your acceptance of the revised Terms.

19. Governing Law and Jurisdiction

These Terms, and any dispute or claim arising out of or in connection with them or their subject matter (including non-contractual disputes or claims), are governed by and construed in accordance with the laws of England & Wales. The courts of England & Wales have exclusive jurisdiction to settle any such dispute or claim, although we retain the right to bring proceedings to recover unpaid sums in any competent jurisdiction.

20. General Terms

• Entire agreement. These Terms and the relevant Proposal form the entire agreement between us about the Services and replace any earlier discussions or understandings.
• Assignment. You may not assign or transfer your rights or obligations without our prior written consent. We may assign or subcontract our rights and obligations, provided your rights are not adversely affected.
• Severance. If any provision is found to be invalid or unenforceable, the rest of the Terms remain in force, and the invalid provision will be modified to the minimum extent necessary to make it valid.
• Waiver. A failure or delay in exercising any right under these Terms is not a waiver of that right.
• No partnership. Nothing in these Terms creates a partnership, joint venture, employment or agency relationship between us.
• Third-party rights. A person who is not a party to these Terms has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of them.
• Notices. Notices under these Terms should be sent by email to office@novesolida.com (for notices to us) and to the contact email you have given us (for notices to you).

21. How to Contact Us

If you have any questions about these Terms & Conditions or the Acceptable Use Policy, please contact us:

NOVE SOLIDA LTD, a company registered in England & Wales, Company No. 11578879.
Registered office: 262 Uxbridge Road, Hatch End, England, HA5 4HS
Email: office@novesolida.com

Last updated: 22 June 2026