Terms & Conditions

1. Definitions

For purposes of these Terms and Conditions:

• "Service" refers to the consulting services provided by Novafield, including but not limited to Emerging Business Consultation, Performance Improvement Partnership, and Merger Integration Planning.
• "Client" or "you" refers to the individual or organization engaging our services or using our website.
• "We," "us," or "our" refers to Novafield.
• "Agreement" means these Terms and Conditions together with any engagement-specific terms outlined in consulting agreements.
• "Website" refers to the Novafield website accessible at novafiianik.pro.
• "Content" means all information, text, images, and materials available through our services.

2. Acceptance of Terms

By accessing our website or engaging our consulting services, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions. If you do not agree to these terms, you should not use our website or services.

These terms constitute a legally binding agreement between you and Novafield. By engaging our services, you represent that you are at least 18 years of age and have the legal capacity to enter into binding contracts.

For organizations engaging our services, the individual accepting these terms represents that they have authority to bind the organization to this agreement.

3. Services Description

Novafield provides business consulting services designed to help organizations improve operational effectiveness, establish stronger foundations, and navigate organizational transitions. Our services are described in general terms on our website.

Specific service details, scope, deliverables, timelines, and fees for each engagement will be outlined in individual consulting agreements executed between Novafield and the client. These engagement-specific agreements supplement and are incorporated into these general Terms and Conditions.

Service availability may vary based on current capacity and client needs. We reserve the right to decline service engagements that fall outside our areas of expertise or where we determine we may not be the appropriate fit.

4. Client Responsibilities

To facilitate effective consulting engagements, clients agree to:

• Provide accurate and complete information necessary for service delivery
• Make key personnel available for scheduled sessions and meetings
• Provide timely feedback and decision-making as needed for engagement progress
• Grant access to relevant documentation and organizational information
• Maintain confidentiality of proprietary methodologies and frameworks we share
• Pay agreed-upon fees according to the payment terms in the engagement agreement
• Notify us promptly of any concerns or issues arising during the engagement

Client cooperation is essential for successful outcomes. Delays or limitations in client participation may affect project timelines and results.

5. Acceptable Use

When using our website or services, you agree not to:

• Violate any applicable laws or regulations
• Infringe on intellectual property rights of Novafield or third parties
• Transmit viruses, malware, or other harmful code
• Attempt to gain unauthorized access to our systems or networks
• Use our services for any unlawful or fraudulent purpose
• Interfere with or disrupt the integrity or performance of our services
• Collect or harvest information about other users without consent
• Misrepresent your affiliation with Novafield

6. Intellectual Property Rights

6.1 Our Intellectual Property

All content on our website and materials provided during consulting engagements, including but not limited to text, graphics, logos, frameworks, methodologies, and software, are the property of Novafield and protected by Canadian and international copyright, trademark, and other intellectual property laws.

You are granted a limited, non-exclusive, non-transferable license to access and use our website for informational purposes only. You may not modify, reproduce, distribute, create derivative works from, or publicly display any content without our prior written permission.

6.2 Client-Specific Materials

Deliverables created specifically for client engagements may be used by the client for internal business purposes. However, any underlying methodologies, frameworks, or templates remain the property of Novafield.

Clients may not resell, redistribute, or use our methodologies to provide consulting services to third parties without express written permission.

7. Payment Terms

7.1 Fees and Currency

Service fees are outlined in individual engagement agreements and are quoted in Canadian dollars (CAD). Fees are based on the scope of work, estimated time commitment, and complexity of the engagement.

7.2 Payment Schedule

Payment terms will be specified in each engagement agreement. Typical arrangements include initial deposits, milestone-based payments, or payment upon completion depending on engagement type and duration.

7.3 Late Payment

Invoices are due within 30 days of issuance unless otherwise specified. Late payments may be subject to interest charges at a rate of 1.5% per month (18% per annum) or the maximum rate permitted by law, whichever is lower.

7.4 Refund Policy

Refund eligibility will be addressed in individual engagement agreements based on the nature of services provided. Generally, fees for completed work or time already invested are non-refundable. Deposits may be partially refundable if cancellation occurs before work commences, subject to administrative fees.

8. Confidentiality

Both parties acknowledge that during the course of consulting engagements, they may receive confidential information. Each party agrees to:

• Maintain strict confidentiality of all proprietary information
• Use confidential information only for purposes directly related to the engagement
• Protect confidential information with the same degree of care used to protect their own confidential information
• Not disclose confidential information to third parties without prior written consent
• Return or destroy confidential information upon request or engagement termination

Confidential information does not include information that is publicly available, independently developed, or lawfully obtained from other sources.

9. Disclaimers

9.1 Professional Advice

Our consulting services provide general business guidance and recommendations. We do not provide legal, accounting, tax, or other licensed professional advice. Clients should consult appropriate licensed professionals for such matters.

9.2 No Guarantees

While we strive to provide high-quality consulting services, we cannot guarantee specific results or outcomes. Organizational success depends on numerous factors, many of which are beyond our control, including client implementation, market conditions, and organizational variables.

9.3 Website Disclaimer

Our website and its content are provided "as is" without warranties of any kind, either express or implied. We do not warrant that the website will be uninterrupted, error-free, or free from viruses or other harmful components.

10. Limitation of Liability

To the fullest extent permitted by law, Novafield's total liability for any claims arising from or related to our services shall not exceed the total fees paid by the client for the specific engagement giving rise to the claim.

We shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, revenue, data, or business opportunities, even if we have been advised of the possibility of such damages.

Nothing in these terms shall limit or exclude 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.

11. Indemnification

You agree to indemnify, defend, and hold harmless Novafield, its principals, employees, and contractors from and against any claims, liabilities, damages, losses, costs, or expenses arising from your use of our services, violation of these terms, or infringement of any rights of another party.

12. Termination

12.1 Termination by Client

Clients may terminate consulting engagements by providing written notice as specified in the engagement agreement. Fees for work completed through the termination date remain payable.

12.2 Termination by Novafield

We may terminate engagements if the client materially breaches these terms or engagement agreements, fails to make required payments, or if we determine in good faith that continuing the engagement would not be in the best interests of either party.

12.3 Effects of Termination

Upon termination, all outstanding fees become immediately due. Provisions regarding confidentiality, intellectual property, limitation of liability, and indemnification survive termination.

13. Governing Law and Dispute Resolution

13.1 Governing Law

These Terms and Conditions are governed by and construed in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable therein, without regard to conflict of law principles.

13.2 Jurisdiction

The parties submit to the exclusive jurisdiction of the courts of Alberta for resolution of any disputes arising from these terms or our services.

13.3 Informal Resolution

Before pursuing formal legal action, parties agree to attempt good faith resolution of disputes through direct negotiation for a period of 30 days.

14. General Provisions

14.1 Entire Agreement

These Terms and Conditions, together with any engagement-specific agreements and our Privacy Policy, constitute the entire agreement between the parties and supersede all prior understandings or agreements.

14.2 Severability

If any provision of these terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.

14.3 Waiver

No waiver of any term or condition shall be deemed a continuing waiver or waiver of any other term. Our failure to assert any right under these terms does not constitute a waiver of that right.

14.4 Assignment

You may not assign or transfer your rights or obligations under these terms without our prior written consent. We may assign our rights and obligations without restriction.

14.5 Notices

All notices under these terms shall be in writing and sent to the addresses specified in engagement agreements or to [email protected] for Novafield.

15. Changes to Terms

We reserve the right to modify these Terms and Conditions at any time. Changes become effective upon posting to our website with an updated "Last Updated" date. Material changes will be communicated to active clients via email.

Continued use of our services after changes are posted constitutes acceptance of the modified terms. Clients who do not agree to modified terms should discontinue use of our services.

16. Contact Information

For questions about these Terms and Conditions, please contact us: