Nova Engage User Agreement - Nova Engage for family law professionals

Welcome to Nova. We hope that you and your clients find our Nova Engage application useful.

By ticking the box “I agree to the Nova Engage User Agreement” and clicking “submit” on the account creation form, you agree to be bound legally by the provisions of this User Agreement (“UA”) in relation to the usage of the Nova Engage client onboarding application (the “Application”), including for the duration of any free trial period, as follows:

1. Contracting Parties
This UA is between (i) the law firm named in the account creation form (“you”); and (ii) Nova Law Trading Limited, a limited company incorporated under the laws of England and Wales with company number 14139589 and registered office Preston Park House, South Road, Brighton, East Sussex, United Kingdom, BN1 6SB (“Nova”, “we”, “us”), each of which being a “party” to this UA and together the “parties”.

During the use of the Application, you must not:

use the Application in a manner that is unlawful or fraudulent.
knowingly cause harm to the Application by uploading, sending or in any way transmitting data that contains any form of virus or malware or any other code designed to adversely affect computer, hardware, software, or data of any kind.
knowingly cause any harm to any other user of the Application.

2. Licence
Subject to your compliance with this UA, you are granted by us a limited, non-exclusive, global, non-sublicensable, non-assignable, non-transferable, licence to use the Application on any device solely for the purposes of onboarding your new clients.

You may not undertake, cause, permit or authorise the modification, creation of derivative works or improvements, translation, reverse engineering, decompiling, disassembling, decryption, emulation, hacking, discovery or attempted discovery of the source code, algorithms or protocols of the Application or any part or features thereof (except to the extent permitted by law).

You hereby grant to us a non-exclusive, global licence to display your logo within the Application.

3. Fees and Payment
Each completed submission by your clients’ use of the Application (“Completed Submissions”) that is received by us after the end of any free trial period shall be charged at a rate of £49 plus VAT.

You shall pay to us all Fees due relating to Completed Submissions during the previous calendar month within 14 days of receipt of an invoice from us specifying the number of Completed Submissions during the previous calendar month.

In the event that you do not pay all Fees due within the time period specified above, we reserve the right to suspend or terminate your use of the Application until full payment of the Fees is received by us.

We reserve the right to vary the Fees from time to time as we may deem appropriate. We shall send to you 30 days’ written notice of any such variation. Such variations shall take effect upon expiry of such notice unless you give us written notice of your intention to terminate this UA during that period.

4. Ownership
Using the Application does not give you ownership of any intellectual property rights in the Application.

You acknowledge that Nova owns all intellectual property rights in and to the Application and the underlying software, algorithms and data systems to the fullest extent permitted at law.

Except as expressly stated in this UA, you are not granted the right to use any of Nova’s trademarks, or related trademarks, branding or logos (including but not limited to “Nova”, “Nova Law” and “Nova Engage”). All trademarks, branding and logos shall remain the property of Nova.

You must not remove, obscure or alter any legal notices displayed on the Application, including copyright notices.

5. Data Protection
This UA has been drafted in line and in accordance with the UK Data Protection Act 2018.

Use of the Application is governed by our Privacy Policy and Cookie Policy [insert link]. These policies are incorporated into this UA by this reference.

By using and interacting with the Application you agree to observe the provisions of our Data Sharing Agreement.

6. Confidentiality
Each party undertakes that it shall not disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers, plans, intentions, or market opportunities, the operations, processes, product information, know-how, designs, trade secrets or software of the other Party (‘Confidential Information’), except as permitted below.

Each party may disclose the other Party’s Confidential Information in the following circumstances:

(a) to its employees, officers, representatives or advisers who need to know such information for the purposes of this UA. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s Confidential Information comply with this paragraph; and

(b) as may be required by law, court order or any governmental or regulatory authority.

7. Limitation of Liability
We provide the Application to you on an “as is” basis and you use the Application at your own risk.

To the extent permitted at law, we do not accept any responsibility for any statement made in the Application by you or your clients. To the extent permitted at law, we are not liable for any loss caused as a result of your doing, or not doing, anything as a result of viewing, reading, downloading or listening to any data in the Application.

We give no warranties of any kind concerning the Application. In particular, we do not warrant that the Application is virus free. You must take your own precautions in this respect as we accept no responsibility for any infection of any devices by virus or any other software issues which have destructive properties.

Although we endeavour to provide constant, uninterrupted access to the Application, we do not guarantee this and we accept no responsibility or liability for any interruption or delay.

To the extent permitted by law, you acknowledge and agree that we will have no liability for damages whatsoever, whether in contract, tort or otherwise in connection with or arising from your use of the Application and that your only remedy for dissatisfaction shall be to cease using it.

The limit of Nova’s liability for any and all claims, whether in contract, tort or otherwise, of whatsoever nature in connection with or in any way related to this UA shall be limited in each calendar year to an amount equivalent to the Fees which have been paid by you to us under this UA during that calendar year, except in relation to death or personal injury caused by Nova’s negligence in relation to which Nova’s liability shall be unlimited.

Neither Party shall be liable to the other for any indirect or direct economic losses (including, without limitation, loss of revenues, profits, contracts, business or anticipated savings), or any loss of goodwill or reputation, or any indirect, special, or consequential losses.

8. Uploading of Data
When you or your clients upload or otherwise submit any data to the Application, you grant us a worldwide, perpetual, free of charge licence to use, host, store, reproduce, modify, create derivative works (such as those resulting from translations, adaptations or other changes), process, communicate, publish, and distribute such data subject to compliance with the Data Sharing Agreement.

9. Compulsory Registrations
It is an essential pre-condition to entering into this UA that you must:

have and continue to maintain regulated status with the Solicitors Regulation Authority, Bar Council or equivalent regulatory body in England & Wales;
maintain valid Professional Indemnity Insurance; and
maintain registration with the UK Information Commissioner’s Office (“ICO”).

Any failure by you to comply with this Clause shall result in immediate termination of this UA.

10. Changes to this UA

We may alter this UA at any time.

Any such amendments will take effect from the date of publishing. Your continued use of the Application will constitute acceptance of such amendments.

11. Termination
This UA is effective until it is terminated. Either party may terminate this UA at any time by giving 30 days’ notice in writing to the other party. Where this is the case, you will be required pay any and all outstanding fees.

Nova may suspend your access to the Application at any time at its absolute discretion.

Upon termination of this UA, all license and rights granted by either party under this UA shall immediately terminate. However, all other provisions of this UA shall survive such termination, including the obligation to pay any outstanding Fees relating to all Completed Submissions made up until the date of termination. Upon termination no refunds will be given in relation to any Completed Submissions.

Each party shall be entitled to retain the data relating to any Completed Submissions, such data to be retained by each party in accordance with their own Privacy Policies and subject to the observance of the Data Sharing Agreement.

12. Force Majeure

Insofar as is permitted at law, Nova shall not be liable for inadequate performance to the extent caused by conditions (for example, natural disasters, acts of war or terrorism, riot, labour conditions, governmental action, or internet disturbance) that were beyond Nova’s control.

13. Resolution of disputes

The Parties agree to attempt to resolve any dispute or claim in connection with this UA in good faith using some form of Alternative Dispute Resolution (“ADR”). The method of ADR shall be chosen by mutual agreement of both parties. In the event that such ADR is unsuccessful, any disputes will be subject to the exclusive jurisdiction of the courts of England and Wales.

14. Entire Agreement

This UA constitutes the entire agreement between the parties with respect to the Application and supersedes all prior or other understandings regarding the Application.

15. Severability

If for any reason a court of competent jurisdiction finds any provision of this UA, or portion thereof, to be unenforceable, the remainder of this UA shall continue in full force and effect.

16. Miscellaneous
Our failure to insist upon or enforce any provision of this UA shall not be construed as a waiver of any of our rights.

Save as set out in this UA, this UA is not intended to and shall not grant rights to any third party pursuant to the Contracts (Rights of Third Parties) Act 1999. You agree that Section 2(1) of the said Act shall not apply and we may rescind or vary this UA without the consent of any third party.

Neither party shall be entitled to assign, sub-contract or otherwise transfer this UA to any other entity without the prior written consent of the other party, not to be withheld unreasonably.

Each of the Parties acknowledges that it enters into this UA as an independent contractor and nothing in this UA shall create or be construed as creating any other form of relationship between the parties, including, without limitation, of brokerage, agency, employment or partnership.