These Terms & Conditions ("Terms") govern the supply of software development and software-as-a-service ("SaaS") services by ForgeAI Studio, a company registered in England and Wales under company number 17175307, trading as NovaStacks ("we", "us", "our"). They apply to all engagements with our clients ("you", "your", the "Client") and form the basis on which we provide our services.
By requesting, accepting or proceeding with our services, or by entering into a contract with us, you agree to be bound by these Terms. Please read them carefully. If you do not agree with them, you should not engage our services.
1. Definitions
In these Terms, unless the context requires otherwise:
- "Agreement" means the contract formed between you and us, comprising these Terms together with the relevant Proposal and any accepted Quote, and any other document expressly incorporated by reference.
- "Confidential Information" means any non-public information disclosed by one party to the other in connection with the Agreement, whether oral, written or electronic, that is identified as confidential or that ought reasonably to be regarded as confidential.
- "Deliverables" means the software, applications, systems, code, designs, documentation, configurations and other materials we agree to create and supply to you under an Agreement.
- "Foreground IP" means intellectual property rights created by us specifically for you in the course of producing the Deliverables.
- "Background IP" means intellectual property rights owned by, or licensed to, a party that exist independently of the Agreement, or that are developed outside the scope of the Agreement.
- "Open Source Software" means software made available under a licence that meets the Open Source Definition or any similar licence.
- "Proposal" means a written proposal, scope of work or statement of work we provide describing the services and Deliverables.
- "Quote" means our written estimate of the fees payable for the services described in a Proposal.
- "Services" means the software development, SaaS, configuration, integration, support and related services we agree to provide.
- "Third-Party Components" means software, libraries, platforms, hosting, APIs or services provided by third parties and used in or with the Deliverables.
2. Scope, Quotes and Proposals
2.1 Our Services may include the design and build of custom SaaS platforms, AI-powered business software, bespoke web applications, internal business systems, workflow automation, portals and dashboards, customer platforms, and the ongoing support of software after launch.
2.2 The specific Services and Deliverables for each engagement will be set out in a Proposal and, where applicable, a Quote.
2.3 A Quote is an estimate of the fees for the scope described in the relevant Proposal. Quotes are valid for the period stated in them or, if no period is stated, for thirty (30) days from the date of issue, after which they may be revised or withdrawn.
2.4 Any work, feature or requirement not expressly described in a Proposal is outside the agreed scope and may be subject to a separate Quote and change-request process (see clause 6).
3. Formation of Contract
3.1 A Proposal or Quote does not constitute a binding offer capable of acceptance unless and until a contract is formed in accordance with this clause.
3.2 A binding Agreement is formed when:
- you confirm your acceptance of a Proposal and/or Quote in writing (including by email); or
- you make a payment in respect of the Services; or
- we otherwise commence work at your request,
whichever occurs first.
3.3 These Terms take precedence over any terms put forward by you, including any terms contained in or referred to in your purchase order or other documentation, unless we expressly agree otherwise in writing.
3.4 In the event of conflict between these Terms and a Proposal, the Proposal prevails to the extent of the specific matter it addresses, with these Terms otherwise applying in full.
4. Client Responsibilities
4.1 To enable us to provide the Services effectively, you agree to:
- provide clear, accurate and complete instructions, requirements, content, materials and feedback in a timely manner;
- nominate a person with authority to make decisions, give approvals and respond to queries;
- provide reasonable and timely access to systems, accounts, data, environments and third-party platforms necessary for the Services;
- obtain and maintain all licences, consents and permissions required for us to perform the Services and use any materials you supply;
- review Deliverables and provide approvals or feedback within any agreed or reasonable timescales; and
- ensure that any materials, data or instructions you provide do not infringe the rights of any third party or breach any applicable law.
4.2 You are responsible for the accuracy and lawfulness of all content, data and materials you supply. We are not liable for delays, additional costs or defects arising from incomplete, inaccurate or late information, instructions or approvals, or from delays in access to systems or third parties.
5. Fees, Payment and Invoicing
5.1 Our fees are project-based and are set out in the relevant Quote. Unless stated otherwise, fees are exclusive of value added tax (VAT) and any other applicable taxes, duties or third-party charges, which will be added where applicable.
5.2 Unless otherwise agreed in writing, fees are payable in accordance with the payment schedule set out in the Proposal or Quote, which may include an upfront payment, staged or milestone payments, and/or recurring charges for ongoing or subscription-based Services.
5.3 Recurring fees for ongoing support or SaaS arrangements are payable in advance for each applicable period unless otherwise agreed.
5.4 Invoices are payable within the period stated on the invoice or, if no period is stated, within fourteen (14) days of the invoice date.
5.5 Third-party costs (such as hosting, platform subscriptions, domains, licences and API usage) are your responsibility and may be invoiced to you or arranged directly by you, as agreed.
5.6 If any undisputed sum remains unpaid after its due date, we may:
- charge interest on the overdue amount in accordance with the Late Payment of Commercial Debts (Interest) Act 1998; and
- suspend the Services and/or withhold Deliverables until payment is received in full.
5.7 Except as required by law or expressly stated in these Terms, fees paid are non-refundable, including fees for work already performed.
6. Changes and Change Requests
6.1 Either party may request changes to the agreed scope, Deliverables or timelines.
6.2 Where a requested change affects the scope, effort, fees or timescales, we will provide a revised Quote and/or an assessment of the impact. The change will only take effect once agreed in writing by both parties.
6.3 We are not obliged to commence work on a requested change until it has been agreed in accordance with this clause. Agreed changes form part of the Agreement.
7. Timelines
7.1 Any dates, durations or timescales we provide for the Services are estimates only, given in good faith based on the information available at the time. They are not guarantees and time is not of the essence unless expressly agreed otherwise in writing.
7.2 Timelines are dependent on your timely cooperation, the provision of materials, instructions and approvals, and the availability of third parties. Delays caused by these factors, or by agreed changes, may extend timescales accordingly without liability on our part.
8. Intellectual Property and Licensing of Deliverables
8.1 All Background IP remains the property of the party that owns it. Nothing in the Agreement transfers ownership of Background IP.
8.2 Subject to full payment of all fees due under the relevant Agreement, ownership of the Foreground IP in the bespoke Deliverables created specifically for you will transfer to you on receipt of payment, except for any Background IP, Third-Party Components and Open Source Software, which are dealt with separately below.
8.3 To the extent that our Background IP (including tools, frameworks, libraries, methodologies and reusable components) is incorporated into the Deliverables, we grant you a non-exclusive, perpetual, worldwide, non-transferable licence to use that Background IP solely as part of, and to the extent necessary to use, the Deliverables for your business purposes.
8.4 Until all fees due have been paid in full, any licence or transfer of rights in the Deliverables is conditional, and you have no right to use the Deliverables other than as we may expressly permit.
8.5 We retain the right to use the general knowledge, skills, experience, know-how and techniques acquired in performing the Services, provided we do not use or disclose your Confidential Information.
8.6 Unless otherwise agreed in writing, you grant us the right to retain copies of the Deliverables and related materials for our records, archival, support and legal compliance purposes.
9. Third-Party Components and Open Source
9.1 The Deliverables may incorporate or rely upon Third-Party Components and Open Source Software. Such components are licensed to you under the terms of their respective providers or licences, and not by us.
9.2 You are responsible for complying with the licence terms applicable to any Third-Party Components and Open Source Software, and for any fees, subscriptions or usage charges associated with them.
9.3 We do not own and cannot transfer ownership of Third-Party Components or Open Source Software. We give no warranty in respect of them and are not responsible for their availability, performance, security, changes, withdrawal or discontinuation by the relevant provider.
9.4 Where reasonably practicable, we will inform you of significant Third-Party Components and Open Source Software on which the Deliverables materially depend.
10. Confidentiality and NDAs
10.1 Each party agrees to keep the other party's Confidential Information confidential, to use it only for the purposes of the Agreement, and not to disclose it to any third party without the disclosing party's prior written consent, except as permitted by these Terms or required by law.
10.2 The obligations in this clause do not apply to information that:
- is or becomes publicly available other than through a breach of these Terms;
- was lawfully in the receiving party's possession without obligation of confidentiality before disclosure;
- is lawfully received from a third party without restriction; or
- is independently developed without reference to the Confidential Information.
10.3 Each party may disclose Confidential Information to its employees, contractors and professional advisers who need to know it for the purposes of the Agreement, provided they are bound by confidentiality obligations no less protective than those in this clause.
10.4 Where the parties enter into a separate non-disclosure agreement (NDA), that NDA applies alongside these Terms. In the event of conflict, the NDA prevails in respect of the treatment of Confidential Information.
10.5 The confidentiality obligations in this clause survive termination or expiry of the Agreement.
11. Warranties and Disclaimers
11.1 We warrant that we will provide the Services with reasonable care and skill, in accordance with generally accepted industry standards and practices.
11.2 We will use reasonable efforts to provide Deliverables that substantially conform to the agreed Proposal. Where you notify us in writing of a material defect in a Deliverable within a reasonable period after delivery, we will use reasonable efforts to correct it at no additional charge, as your sole and exclusive remedy for such defect.
11.3 Software is complex and we do not warrant that the Deliverables or Services will be uninterrupted, error-free, free from all vulnerabilities, or compatible with every environment, device, browser or future third-party change.
11.4 Except as expressly set out in these Terms, and to the fullest extent permitted by law, all other warranties, conditions, representations and terms, whether express or implied by statute, common law or otherwise, are excluded.
11.5 Any guidance, recommendations or outputs we provide, including those generated by AI-powered features, are provided to support your decision-making and do not remove your responsibility to exercise your own judgement and conduct appropriate checks before relying on them.
12. Limitation of Liability
12.1 Nothing in these Terms limits or excludes either party's liability for:
- death or personal injury caused by negligence;
- fraud or fraudulent misrepresentation; or
- any other liability that cannot be limited or excluded under applicable law.
12.2 Subject to clause 12.1, we shall not be liable to you, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any:
- loss of profits, revenue, business, goodwill or anticipated savings;
- loss or corruption of data (beyond our obligation to take reasonable care);
- loss arising from business interruption; or
- any indirect, special or consequential loss,
even if such loss was foreseeable or we had been advised of the possibility of it.
12.3 Subject to clause 12.1, our total aggregate liability arising out of or in connection with each Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed the total fees paid by you to us under that Agreement in the twelve (12) months immediately preceding the event giving rise to the claim.
12.4 You are responsible for maintaining your own appropriate backups of your data and systems. We are not liable for any loss that could have been avoided by your maintaining reasonable backup and security measures.
12.5 The limitations and exclusions in this clause apply to the fullest extent permitted by law and reflect the allocation of risk between the parties.
13. Term and Termination
13.1 The Agreement begins when formed in accordance with clause 3 and continues until the Services are completed or the Agreement is terminated in accordance with this clause. Recurring or subscription-based Services continue for the agreed term and renew or expire as set out in the relevant Proposal.
13.2 Either party may terminate the Agreement on written notice if the other party:
- commits a material breach of the Agreement which is not capable of remedy, or which it fails to remedy within thirty (30) days of written notice requiring it to do so; or
- becomes insolvent, enters into administration, liquidation or any arrangement with its creditors, or is unable to pay its debts as they fall due.
13.3 We may suspend or terminate the Services where you fail to pay any undisputed sum by its due date and that failure continues for fourteen (14) days after written notice.
13.4 On termination or expiry of the Agreement:
- you must pay all fees and charges for Services performed and work in progress up to the date of termination, together with any non-cancellable third-party commitments we have reasonably incurred;
- any rights or licences in Deliverables that are conditional on full payment will only take effect once all due sums are paid; and
- each party will, on request, return or destroy the other party's Confidential Information, save where retention is required by law or these Terms.
13.5 Termination does not affect any rights, remedies, obligations or liabilities that have accrued up to the date of termination. Clauses which by their nature are intended to survive termination (including those relating to intellectual property, confidentiality, limitation of liability and governing law) continue in force.
14. Force Majeure
14.1 We shall not be in breach of the Agreement, nor liable for any delay or failure to perform, arising from events or circumstances beyond our reasonable control, including but not limited to acts of God, fire, flood, severe weather, epidemic or pandemic, war, terrorism, civil unrest, industrial action, failure of utilities, internet, hosting or telecommunications services, cyber-attacks, and acts or failures of third-party suppliers or platforms.
14.2 If such an event continues for a prolonged period, either party may terminate the affected Agreement on reasonable written notice, without liability save for sums properly due for Services performed up to that point.
15. General
15.1 Assignment. You may not assign, transfer or subcontract your rights or obligations under the Agreement without our prior written consent. We may subcontract performance of the Services, but remain responsible for the Services provided.
15.2 Entire agreement. The Agreement constitutes the entire agreement between the parties in respect of its subject matter and supersedes all prior discussions, proposals and representations, save that nothing limits liability for fraud or fraudulent misrepresentation.
15.3 Variation. No variation of these Terms is effective unless agreed in writing by both parties.
15.4 Waiver. A failure or delay in exercising any right under the Agreement does not constitute a waiver of that right.
15.5 Severance. If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions continue in full force, and the affected provision shall be modified to the minimum extent necessary to make it valid and enforceable.
15.6 No partnership or agency. Nothing in the Agreement creates a partnership, joint venture or agency relationship between the parties.
15.7 Third-party rights. A person who is not a party to the Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.
15.8 Notices. Notices under the Agreement should be given in writing by email to the relevant party, in our case to support@novastacks.co.uk.
16. Governing Law and Jurisdiction
16.1 The Agreement and 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 and Wales.
16.2 The courts of England and Wales have exclusive jurisdiction to settle any such dispute or claim.
17. Contact
If you have any questions about these Terms, or wish to give any notice under them, please contact us by email at support@novastacks.co.uk.
ForgeAI Studio (trading as NovaStacks) is a company registered in England and Wales under company number 17175307. Website: https://novastacks.co.uk.