In these Terms and Conditions, where the context requires:
“liability” means any liability, whether pursuant to a claim for contribution or under statute, tort (including but not limited to liability for negligence), contract or otherwise (save that any exclusions or limitations of liability shall not apply in respect of fraud), and “liable” shall be construed accordingly;
“we”, “our” and “us” means NOVA8;
“Group” means the group comprising all related entities and affiliates of NOVA8;
“NOVA8 personnel” means any of NOVA8’s employees and contractors, shareholders, directors, officers, agents and personnel; and
“you” and “your” means any user of NOVA8’s services.
These Terms and Conditions are selected short-form provisions and are subject to NOVA8’s Standard Terms of Engagement. Please refer to the full version of NOVA8’s Standard Terms of Engagement which will be provided to you separately. In the event of any inconsistency between the provisions of these Terms and Conditions and the provisions of NOVA8’s Standard Terms of Engagement, the Standard Terms of Engagement will prevail.
Any services provided by NOVA8 and/or any NOVA8 personnel in relation to a work assignment (“Assignment“) shall be subject to NOVA8’s Standard Terms of Engagement (which will be provided to you separately) and the following:
- NOVA8 makes no warranties, whether express, implied, statutory or otherwise, including, without limitation, warranties of merchantability, fitness for a particular purpose, suitability or otherwise with respect to the services performed by any NOVA8 personnel in connection with any Assignment;
- neither NOVA8 nor any NOVA8 personnel shall have liability to you in respect of any actual or expected: (i) loss of profits; (ii) loss of revenue, loss of goodwill, loss of opportunity, or loss of business; (iii) increased costs or expenses; or (iv) special, indirect or consequential loss of any type. For the avoidance of doubt, the losses referred to in the aforementioned sub-paragraphs (i) to (iii) include both direct and indirect loss;
- the total liability of NOVA8 and/or any NOVA8 personnel in respect of any Assignment shall in no event exceed and will be capped at the aggregate fees paid by you and duly received by NOVA8 in respect of such Assignment and will only be satisfied to the extent covered by the professional indemnity insurance of NOVA8; and
- NOVA8 reserves the right at all times to refuse to provide any services where it is prohibited from doing so under applicable laws. In the event that you require formal legal advice or representation from a law firm, NOVA8 would be happy to put you in touch with one of its relationship law firms, who should be able to assist with the same. The fees of any such law firm will be agreed and payable by you separately.
In the course of our business we may collect personal or sensitive information (collectively “personal data”) from various sources, including publicly-available information and records of our communications. We collect personal data to provide our services, meet our obligations, provide you with information and services which we feel may interest you and to protect our lawful interests and we may share that information with courts, regulatory authorities, service providers, the Group, any firm with whom we have an association or alliance, and others. These parties may be located in or outside of any country in which we operate, or any country in which our associated or alliance partners operate, and while they will often be subject to privacy and confidentiality obligations, these may vary and the level of protection of information afforded may not be the same as in the country in which the personal data is collected, used, disclosed or otherwise processed (collectively “processed“). We would be happy to provide you with more information on our data protection policies and procedures on request. Kindly direct all queries and requests relating to data protection to our Data Protection Officer at email@example.com.You should ensure that your key personnel and any individual whose personal data you or your agents provide to us are aware of the matters in this section and have consented for us to process their personal data on that basis. If you anticipate any difficulties with this please let us know so that we can work with you to find another approach. By making personal data available to us, or by using or continuing to receive our services, you consent to our processing of the personal data as described in this section and you confirm that the personal data you provide has been collected, processed and disclosed to us in accordance with applicable privacy laws and that our processing of such personal data in accordance with these terms will not cause us to be in breach of applicable privacy laws. An individual may withdraw their consent at any time in which case we may alter our processing as required by applicable laws. We may be unable to continue providing our services in such circumstances.
You undertake to ensure that, to the extent any data or information supplied to you is personal data within the meaning of the Personal Data Protection Act 2012 (No. 26 of 2012) (or equivalent legislation in the territory in which our services are being performed) you will collect, use, process or disclose such data in accordance with applicable laws and to the extent permitted by these Terms and Conditions, and will take such technical and organisational measures against unauthorised or unlawful processing or disclosure of such data and information and against accidental loss or destruction of, or damage to, such data and information as are appropriate.