Terms of Service

1. Agreement to Terms

By engaging Novura, Inc. (“Company,” “we,” “our,” or “us”) for custom automation consulting and development services (“Services”), you (“Client,” “you,” or “your”) agree to be bound by these Terms of Service (“Terms”). These Terms apply to all consulting engagements, custom development projects, and related services.

2. Description of Services

Novura provides custom automation consulting and development services to help businesses automate their operations. Our Services include:

• Business process analysis and consultation
• Custom workflow automation development
• API development and system integration
• Data processing and ETL pipeline creation
• AI and machine learning implementations
• Cloud infrastructure automation
• Training, documentation, and ongoing support

3. Engagement Process

3.1 Project Initiation

Our engagement begins with a consultation to understand your requirements. Following this, we provide:

• A detailed project proposal outlining scope, deliverables, and timeline
• Transparent pricing based on project complexity
• A Statement of Work (SOW) defining all project parameters
• Clear milestones and acceptance criteria

3.2 Client Responsibilities

• Provide timely access to necessary systems and information
• Designate a primary contact for project communication
• Review and approve deliverables within agreed timeframes
• Ensure legal authority to engage our Services

4. Service Delivery

4.1 Development Process

We follow a structured development process including:

• Requirements analysis and documentation
• Iterative development with client feedback
• Testing and quality assurance
• Deployment and implementation support

4.2 Deliverables

Unless otherwise specified in the SOW, deliverables include:

• Custom automation code and configurations
• API documentation and integration guides
• User training materials
• Source code (where applicable)
• 30-day post-implementation support

5. Intellectual Property Rights

5.1 Client Ownership

Upon full payment, you own all custom code, automations, and deliverables created specifically for your project. This includes all intellectual property rights to the custom solutions we develop for you.

5.2 Our Retained Rights

We retain rights to our pre-existing intellectual property, methodologies, frameworks, and general knowledge. We may use generic concepts and techniques learned during your project for other clients.

5.3 Open Source Components

Solutions may include open source components subject to their respective licenses. We will identify any such components and their licensing terms.

6. Payment Terms

6.1 Project Fees

• Fees are outlined in the SOW or project proposal
• Fixed-price projects require milestone-based payments
• Hourly engagements are billed monthly
• Additional work outside the original scope requires written approval

6.2 Payment Schedule

• Typically 25-50% deposit upon project initiation
• Progress payments tied to milestone completion
• Final payment upon project delivery
• Net 30 payment terms unless otherwise agreed

6.3 Late Payments

Late payments may incur interest charges and result in suspension of Services. We reserve the right to withhold deliverables until payment is received.

7. Confidentiality

Both parties agree to maintain confidentiality of proprietary information shared during the engagement. We will sign additional NDAs as required and implement appropriate security measures to protect your data.

8. Warranties and Support

8.1 Warranty Period

We provide a 30-day warranty on delivered solutions, during which we will fix any defects at no charge. This warranty covers bugs and issues, not change requests or new features.

8.2 Ongoing Support

Post-warranty support is available through maintenance contracts or hourly support agreements. Response times and support levels are defined in separate support agreements.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, novura SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY.

IN NO EVENT SHALL OUR AGGREGATE LIABILITY EXCEED THE AMOUNTS PAID BY YOU TO novura IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

10. Indemnification

You agree to indemnify and hold harmless Novura, its affiliates, and their respective officers, directors, employees, and agents from any claims, damages, or expenses arising from your use of the Service or violation of these Terms.

11. Professional Services Disclaimer

While we strive for excellence, custom development involves inherent uncertainties. We provide Services with professional skill and care but cannot guarantee specific business outcomes or that solutions will be error-free or meet all possible future requirements.

12. Termination

12.1 Project Completion

Projects terminate upon delivery of all deliverables and receipt of final payment, unless ongoing support is contracted.

12.2 Early Termination

Either party may terminate with 30 days written notice. In case of early termination:

• Client pays for all work completed to date
• We deliver all work product in its current state
• Intellectual property transfers upon payment
• Confidentiality obligations survive termination

13. Modifications to Terms

We reserve the right to modify these Terms at any time. We will notify you of material changes via email or through the Service. Your continued use after changes constitutes acceptance.

14. Governing Law

These Terms are governed by the laws of Delaware, United States, without regard to conflict of law principles. Any disputes shall be resolved in the courts of Delaware.

15. Dispute Resolution

15.1 Informal Resolution

We prefer to resolve disputes informally. Please contact us first to attempt resolution before pursuing formal proceedings.

15.2 Arbitration

Except where prohibited, disputes will be resolved through binding arbitration rather than in court. Class actions and class arbitrations are not permitted.

16. General Provisions

• Entire Agreement: These Terms constitute the entire agreement between you and Novura
• Severability: If any provision is found invalid, the remaining provisions continue in effect
• Waiver: No waiver of any term shall be deemed a further waiver
• Assignment: You may not assign these Terms without our consent
• Force Majeure: Neither party is liable for delays due to circumstances beyond reasonable control

17. Export Compliance

You agree to comply with all applicable export and import laws and regulations. You may not use the Service if you are subject to U.S. sanctions or located in a prohibited country.

18. Contact Information

For questions about these Terms of Service, please contact us: