Terms of Service of Nova Conversion Optimisation B.V.

These Terms of Service (the “Terms”) govern the provision and use of services offered by Nova Conversion Optimisation B.V., with registered address at Westblaak 180, 3012 KN Rotterdam, Netherlands, email [email protected], and telephone number +31 10 742 89 56 (the “Company”, “we”, “us”, or “our”).

By engaging the Company’s services, accepting a proposal or statement of work, or otherwise using the Company’s services, the client or user (“Client”, “you”, or “your”) agrees to be bound by these Terms. If you do not agree, you must not use or purchase the services.

1. Introduction and acceptance of terms

These Terms form a legally binding agreement between the Company and the Client concerning the provision of conversion-optimisation services. Any proposal, quotation, order form, statement of work, or written confirmation issued by the Company may supplement these Terms. In the event of any conflict, the following order of precedence shall apply unless expressly stated otherwise in writing by the Company:

1. signed statement of work or order form;
2. proposal or quotation accepted by the Client;
3. these Terms;
4. any ancillary policies referenced herein.

The Company may require written acceptance, electronic acceptance, or performance-based acceptance before commencing work. The Client confirms that any person accepting these Terms on its behalf has authority to bind the Client.

2. Scope of services

The Company provides conversion-optimisation and related consulting services, which may include, without limitation:

• conversion rate audits;
• A/B testing strategy and implementation;
• user journey analysis;
• landing page optimisation;
• analytics and funnel tracking setup;
• heatmap and session recording analysis;
• form and checkout optimisation;
• recommendations, reports, workshops, and implementation support related to the foregoing.

The exact deliverables, timelines, assumptions, dependencies, and fees will be set out in the applicable proposal, statement of work, or order form. The Company may rely on data, access credentials, reporting tools, and information provided by the Client. The Company does not guarantee specific commercial outcomes, revenue increases, conversion rate improvements, or search ranking results unless expressly agreed in writing.

3. User obligations and responsibilities

The Client shall:

• provide accurate, complete, and timely information, approvals, and access required for the services;
• ensure it has all necessary rights, permissions, consents, and lawful bases to provide data, content, and system access to the Company;
• maintain secure access credentials and promptly notify the Company of any suspected unauthorised access;
• review deliverables and recommendations in a timely manner and provide feedback or approvals when requested;
• implement changes at its own risk unless implementation is expressly included in the scope;
• ensure its websites, analytics, tag management, consent tools, and related systems comply with applicable law;
• not use the services for unlawful, misleading, discriminatory, or infringing purposes;
• not remove, obscure, or alter any notices, authorship references, or IP notices included by the Company without permission.

The Client remains solely responsible for its business decisions, pricing, promotions, product claims, website content, legal compliance, and the operation of its online properties. The Company may suspend services if the Client’s conduct materially breaches these Terms or poses security, legal, or operational risks.

4. Payment terms and conditions

Unless otherwise agreed in writing, fees are payable in accordance with the payment schedule stated in the relevant proposal or invoice. If no schedule is specified, the following applies:

• fees are due within 14 days of invoice date;
• all fees are exclusive of VAT and any other applicable taxes, duties, or levies, which shall be payable by the Client where applicable;
• the Company may require an advance payment, milestone payment, or retainer before commencing work;
• expenses approved in advance by the Client may be invoiced separately;
• the Company may suspend services for overdue amounts without liability for any resulting delay.

If the Client fails to pay on time, the Client shall owe statutory commercial interest and reasonable collection costs, including legal fees, to the extent permitted by applicable law. The Company may adjust fees for additional work outside scope, urgent requests, revisions beyond agreed limits, or delays caused by the Client.

5. Cancellation and refund policy

Either party may cancel a service engagement in accordance with any notice period stated in the applicable proposal or statement of work. If no notice period is specified, either party may terminate a recurring engagement by giving 30 days’ written notice, effective at the end of a billing cycle where reasonably possible.

For one-off project work:

• if the Client cancels after work has started, the Client shall pay for all work performed, committed costs, and non-cancellable third-party expenses up to the cancellation date;
• deposits or advance payments are non-refundable to the extent they relate to work already performed, reserved capacity, or third-party costs;
• completed deliverables are non-refundable;
• no refund is due for partial results or dissatisfaction with outcomes unless the Company materially failed to deliver the contracted services.

If the Company cancels for reasons other than Client breach, the Company will refund any prepaid amounts for services not yet performed, excluding non-recoverable third-party costs already incurred on the Client’s behalf. The Company may terminate immediately if the Client materially breaches these Terms, fails to pay, or provides unlawful instructions.

6. Liability limitations

To the maximum extent permitted by applicable law, the Company shall not be liable for:

• indirect, incidental, special, consequential, exemplary, or punitive damages;
• loss of profit, revenue, goodwill, anticipated savings, or business opportunities;
• loss or corruption of data, content, or analytics information;
• business decisions made or not made based on recommendations or deliverables;
• failures, interruptions, or defects in third-party platforms, software, tags, browsers, or hosting environments;
• results affected by Client-side changes, external market conditions, traffic sources, seasonality, competition, or user behaviour.

The Company’s total aggregate liability arising out of or in connection with the services, whether in contract, tort, negligence, strict liability, or otherwise, shall not exceed the total fees actually paid by the Client to the Company for the specific services giving rise to the claim during the three months preceding the event giving rise to liability, unless a different cap is expressly stated in writing.

Nothing in these Terms excludes or limits liability to the extent such exclusion or limitation is not permitted under applicable law, including liability for fraud, wilful misconduct, or any non-excludable statutory rights.

7. Intellectual property rights

Unless otherwise agreed in writing, all pre-existing intellectual property rights, methodologies, templates, frameworks, scripts, know-how, tools, and working materials used or developed by the Company remain the exclusive property of the Company or its licensors.

Upon full payment of all undisputed fees due for a specific deliverable, the Client receives a non-exclusive, non-transferable, non-sublicensable licence to use the final deliverables created specifically for the Client for its internal business purposes and for the intended deployment of the agreed project. This licence does not include the right to resell, redistribute, or commercialise the Company’s materials as standalone products.

The Client grants the Company a non-exclusive licence to use the Client’s content, trademarks, data, and materials solely to the extent necessary to perform the services. The Client warrants that it has the rights required for such use.

The Company may retain anonymised and aggregated learnings derived from service performance for internal quality, benchmarking, and service improvement purposes, provided such use does not disclose the Client’s confidential information or personal data in identifiable form.

8. Data protection and privacy

The Company will process personal data only where and to the extent necessary to provide the services, comply with legal obligations, or otherwise as permitted by applicable law. The Client acknowledges that the services may involve access to analytics data, website behaviour data, session recordings, form entries, and other information that may contain personal data.

Each party shall comply with applicable data protection and privacy laws. The Client is responsible for ensuring that its websites, tracking implementations, consent mechanisms, privacy notices, and cookie practices are lawful and properly configured. The Client must obtain all required notices and consents from users where applicable.

Where the Company acts as a processor or sub-processor in relation to personal data, the parties shall enter into a separate data processing agreement if required by law or by the nature of the services. In the absence of such agreement, the Client shall remain the controller of any personal data it provides or makes available to the Company, unless otherwise agreed in writing.

The Company may use suitable technical and organisational measures to protect personal data. However, the Client acknowledges that no online system is entirely secure and that the Company is not responsible for breaches caused by circumstances beyond its reasonable control, including third-party platform failures or Client-side security issues.

9. Force majeure

The Company shall not be liable for any delay or failure to perform its obligations to the extent caused by events beyond its reasonable control, including but not limited to:

• natural disasters, fire, flood, or severe weather;
• war, terrorism, civil unrest, strikes, labour disputes, or government action;
• telecommunications, hosting, cloud, analytics, or software outages;
• power failures, cyberattacks, or internet disruptions;
• epidemics, pandemics, or public health emergencies;
• any other event that could not reasonably have been foreseen or prevented.

Where a force majeure event continues for an extended period, either party may agree to suspend performance, revise timelines, or terminate the affected services on written notice.

10. Changes to terms

The Company may amend these Terms from time to time. Updated Terms will become effective upon publication on the Company’s website or upon written notice to the Client, as specified by the Company. Continued use of the services after the effective date of the revised Terms constitutes acceptance of the changes.

If the Client does not agree to the revised Terms, the Client must cease using the services and may terminate any ongoing engagement in accordance with the applicable cancellation provisions, subject to payment of all amounts due for services already performed.

11. Applicable law and jurisdiction

These Terms and any non-contractual obligations arising out of or in connection with them shall be governed by and construed in accordance with the laws of the Netherlands, without regard to conflict-of-law principles, to the extent permitted by applicable law.

Any dispute arising out of or in connection with these Terms shall be submitted to the competent courts in Rotterdam, the Netherlands, unless mandatory law provides otherwise.

12. Contact information

For questions, notices, complaints, or legal correspondence regarding these Terms or the services, please contact:

• Nova Conversion Optimisation B.V.
• Westblaak 180, 3012 KN Rotterdam, Netherlands
• Email: [email protected]
• Phone: +31 10 742 89 56

Notices shall be deemed received when acknowledged in writing or, if sent by email, on the next business day after transmission provided no delivery failure message is received.

13. Severability clause

If any provision of these Terms is held invalid, illegal, or unenforceable by a competent court or authority, that provision shall be enforced to the maximum extent permitted and the remaining provisions shall remain in full force and effect. The invalid or unenforceable part shall be replaced by a valid provision that most closely reflects the original economic and legal intent.

These Terms constitute the entire agreement between the parties concerning their subject matter, except where supplemented by a separately signed agreement or mandatory applicable law.