Terms and Conditions

1. Introduction and Acceptance

These Terms and Conditions ("Terms", "Agreement") are entered into by and between you ("Client", "you", or "your") and Nuvance Digital ("Nuvance Digital", "we", "us", or "our"). These Terms, together with any documents or policies they expressly incorporate by reference (including our Privacy Policy), govern your access to and use of our website and services.

By accessing our website, engaging our services, or clicking to accept these Terms when this option is made available to you, you accept and agree to be bound by these Terms and our Privacy Policy. If you do not agree to these Terms, you must not access our website or use our services.

We reserve the right to change, modify, or update these Terms at any time without prior notice. Changes will be effective immediately upon posting to our website. Your continued use of our services after such changes constitutes your acceptance of the new Terms. You should check this page periodically for updates.

2. Definitions

In these Terms, unless the context otherwise requires:

• "Services" means all consulting, advisory, strategic, and implementation services provided by Nuvance Digital, including but not limited to Digital Automation & Integration, AI Strategy & Governance, Operational Intelligence & Data Integration, Automation Value Realisation & ROI Advisory, and Capability Uplift & Adoption Strategy.
• "Client" means any individual or organization that engages Nuvance Digital for Services.
• "Deliverables" means any reports, documents, analysis, recommendations, frameworks, or other materials provided by Nuvance Digital as part of the Services.
• "Engagement" means the specific project or service arrangement between Nuvance Digital and the Client, as outlined in a Statement of Work or Service Agreement.
• "Website" means the Nuvance Digital website and all associated pages, content, and functionality.
• "Confidential Information" means any non-public information disclosed by either party in connection with the Services.

3. Scope of Services

3.1 Service Delivery

Nuvance Digital provides strategic advisory and consulting services in digital transformation, intelligent automation, AI governance, and operational intelligence. The specific scope, deliverables, timelines, and fees for each engagement will be documented in a separate Statement of Work or Service Agreement.

3.2 Advisory Nature

Our services are advisory and consultative in nature. Unless explicitly stated in a Service Agreement, we do not implement, deploy, or maintain technology systems. We provide strategic guidance, frameworks, roadmaps, and recommendations. The Client remains responsible for final decisions and implementation.

3.3 Independent Contractor

Nuvance Digital operates as an independent contractor. Nothing in these Terms creates an employment, partnership, joint venture, or agency relationship between Nuvance Digital and the Client.

4. Client Obligations and Responsibilities

The Client agrees to:

• Provide timely access to relevant information, documentation, systems, and personnel necessary for Nuvance Digital to perform the Services
• Designate appropriate personnel with authority to make decisions and provide approvals
• Respond to requests for information, feedback, and approvals within agreed timeframes
• Ensure the accuracy and completeness of all information provided to Nuvance Digital
• Maintain appropriate security measures for any shared systems or data
• Comply with all applicable laws, regulations, and internal policies when implementing our recommendations
• Provide a safe working environment if on-site work is required
• Pay all fees and expenses in accordance with the agreed payment terms

Failure by the Client to fulfill these obligations may result in delays, additional costs, or our inability to complete the Services as originally scoped.

5. Fees, Payment Terms, and Expenses

5.1 Fees

Fees for Services will be specified in the applicable Statement of Work or Service Agreement. Unless otherwise agreed in writing, all fees are quoted in GBP (£) and are exclusive of VAT and other applicable taxes.

5.2 Payment Terms

Unless otherwise specified:

• Invoices are payable within 30 days of the invoice date
• Payment may be required in advance or in installments as specified in the Service Agreement
• Late payments will incur interest at a rate of 4% above the Bank of England base rate per annum
• We reserve the right to suspend services if payment becomes overdue

5.3 Expenses

Unless included in the agreed fees, reasonable expenses (including travel, accommodation, and subsistence) will be charged in addition to fees. Where practical, expenses exceeding £500 will be pre-approved by the Client.

5.4 Taxes

The Client is responsible for all taxes, duties, and similar charges imposed by any governmental authority in connection with the Services, excluding taxes based on Nuvance Digital's net income.

6. Intellectual Property Rights

6.1 Pre-Existing Materials

All methodologies, frameworks, tools, templates, and know-how developed by Nuvance Digital prior to or independently of any engagement ("Pre-Existing Materials") remain the exclusive intellectual property of Nuvance Digital. The Client receives a non-exclusive, non-transferable license to use Pre-Existing Materials solely for the Client's internal business purposes.

6.2 Deliverables

Upon full payment of fees, the Client receives ownership of custom Deliverables specifically created for the Client under the engagement, excluding Pre-Existing Materials. Nuvance Digital retains the right to use general concepts, methodologies, and learnings from the engagement for other clients.

6.3 Client Materials

The Client retains all intellectual property rights in materials, data, and information provided to Nuvance Digital. The Client grants Nuvance Digital a license to use such materials solely for the purpose of performing the Services.

6.4 Case Studies and References

Nuvance Digital may reference the Client's name and engagement (in general terms) for marketing purposes, unless otherwise agreed in writing. Detailed case studies require prior written approval from the Client.

7. Confidentiality

7.1 Confidential Information

Each party agrees to maintain the confidentiality of all Confidential Information received from the other party and to use such information only for purposes related to the engagement. This obligation does not apply to information that:

• Is or becomes publicly available through no breach of this Agreement
• Was rightfully in the receiving party's possession prior to disclosure
• Is independently developed without use of the Confidential Information
• Is rightfully obtained from a third party without breach of confidentiality obligations
• Must be disclosed pursuant to legal or regulatory requirements

7.2 Data Protection

Both parties will comply with all applicable data protection laws, including the UK GDPR and Data Protection Act 2018. Our Privacy Policy governs the processing of personal data.

8. Warranties and Representations

8.1 Our Warranties

Nuvance Digital warrants that:

• Services will be performed with reasonable skill and care in accordance with professional standards
• We have the necessary expertise and resources to perform the Services
• We will comply with all applicable laws and regulations
• Deliverables will be our original work or properly licensed

8.2 Client Warranties

The Client warrants that:

• It has the authority to enter into this Agreement
• All information provided to us is accurate and complete
• It owns or has rights to use all Client Materials provided to us

8.3 Disclaimer

9. Limitation of Liability

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

10. Indemnification

10.1 Client Indemnity

The Client agrees to defend, indemnify, and hold harmless Nuvance Digital, its officers, directors, employees, consultants, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising from:

• The Client's use of our Services or Deliverables
• The Client's breach of these Terms or any applicable laws
• Inaccurate or incomplete information provided by the Client
• The Client's implementation of our recommendations
• Any claim that Client Materials infringe third-party rights

10.2 Our Indemnity

We agree to defend, indemnify, and hold harmless the Client from third-party claims that our Deliverables infringe intellectual property rights, provided that we are promptly notified of such claims and given sole control of the defense and settlement.

11. Term, Termination, and Suspension

11.1 Term

Each engagement commences on the start date specified in the Service Agreement and continues until completion of the Services or earlier termination in accordance with these Terms.

11.2 Termination for Convenience

Either party may terminate an engagement for convenience by providing 30 days' written notice. Upon such termination, the Client shall pay for all Services performed and expenses incurred up to the termination date, plus any committed costs.

11.3 Termination for Cause

Either party may terminate immediately if:

• The other party materially breaches these Terms and fails to remedy within 14 days of written notice
• The other party becomes insolvent, enters administration, or ceases to carry on business
• Continuation would violate applicable law

11.4 Suspension

We may suspend Services if payment becomes more than 30 days overdue, without prejudice to our other rights and remedies.

11.5 Effects of Termination

Upon termination:

• The Client shall immediately pay all outstanding fees and expenses
• We will deliver all completed Deliverables upon receipt of payment
• Each party shall return or destroy Confidential Information as directed
• Provisions intended to survive termination shall remain in effect

12. Force Majeure

Neither party shall be liable for failure or delay in performing its obligations due to circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, civil unrest, government actions, epidemics, pandemics, labor disputes, or failure of telecommunications or internet infrastructure ("Force Majeure Event").

If a Force Majeure Event continues for more than 60 days, either party may terminate the affected engagement without liability, except for payment for Services performed prior to termination.

13. Website Terms of Use

13.1 Acceptable Use

You may use our Website for lawful purposes only. You agree not to:

• Use the Website in any way that violates applicable laws or regulations
• Attempt to gain unauthorized access to our systems or networks
• Introduce viruses, malware, or other malicious code
• Attempt to interfere with the proper functioning of the Website
• Use automated systems to access or collect data from the Website
• Copy, reproduce, or distribute Website content without permission
• Remove or alter copyright, trademark, or other proprietary notices

13.2 Website Content

All content on our Website, including text, graphics, logos, images, and software, is our property or that of our licensors and is protected by intellectual property laws. You may view and print content for personal, non-commercial use only.

13.3 Third-Party Links

Our Website may contain links to third-party websites. We are not responsible for the content, privacy practices, or terms of third-party sites. Links do not imply endorsement.

13.4 Website Availability

We strive to ensure Website availability but do not guarantee uninterrupted access. We may suspend, modify, or discontinue the Website at any time without notice.

14. Dispute Resolution and Governing Law

14.1 Governing Law

These Terms and any disputes arising from them shall be governed by and construed in accordance with the laws of England and Wales, without regard to conflict of law principles.

14.2 Jurisdiction

The courts of England and Wales shall have exclusive jurisdiction over any disputes arising from these Terms, except that we may seek injunctive relief in any jurisdiction to protect our intellectual property rights.

14.3 Negotiation

Before initiating legal proceedings, the parties agree to attempt to resolve disputes through good faith negotiation between senior representatives of each party.

15. General Provisions

15.1 Entire Agreement

These Terms, together with any Service Agreement and documents incorporated by reference, constitute the entire agreement between the parties and supersede all prior negotiations, representations, and agreements.

15.2 Amendments

Amendments to these Terms must be in writing and signed by authorized representatives of both parties, except that we may update Website terms by posting revised terms.

15.3 Assignment

The Client may not assign or transfer rights or obligations under these Terms without our prior written consent. We may assign our rights and obligations to an affiliated entity or in connection with a merger, acquisition, or sale of assets.

15.4 Severability

If any provision of these Terms is held invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.

15.5 Waiver

No waiver of any provision shall be deemed a continuing waiver or a waiver of any other provision. Our failure to enforce any right or provision shall not constitute a waiver of such right or provision.

15.6 Notices

All notices must be in writing and delivered by email, registered mail, or courier to the addresses specified in the Service Agreement. Notices are deemed received when delivered.

15.7 Survival

Provisions that by their nature should survive termination shall survive, including those relating to intellectual property, confidentiality, payment obligations, warranties, limitations of liability, and indemnification.

15.8 No Third-Party Beneficiaries

These Terms are solely for the benefit of the parties and do not create rights for any third party.

15.9 Interpretation

Headings are for convenience only and do not affect interpretation. References to "including" mean "including without limitation." The singular includes the plural and vice versa.

15.10 Counterparts and Electronic Signatures

Agreements may be executed in counterparts and by electronic signature, each of which shall be deemed an original.

16. Contact Information

For questions about these Terms, please contact us using the information above. For service-specific inquiries, please refer to your Service Agreement or contact your designated Nuvance Digital representative.