Terms of Service

1. Agreement to Terms

By accessing novaciel.tech or engaging NovaCiel LLC ("NovaCiel", "we", "us") for services, you agree to be bound by these Terms of Service. If you do not agree, do not use our website or services.

2. Services

NovaCiel provides AI consulting, business process analysis, and technology implementation services, including but not limited to:

• —Initial Diagnostic: A structured audit of your business operations, processes, and technology, delivered as a Notion report with actionable recommendations.
• —Implementation: Execution of the roadmap defined in the diagnostic, including AI integration, automation, and technical architecture.
• —Ongoing Support: Monthly maintenance and optimization of implemented systems.

The specific scope, deliverables, timeline, and pricing for each engagement are defined in a separate Statement of Work or service agreement signed by both parties.

3. Payment Terms

• —The Initial Diagnostic requires full payment before work begins.
• —Implementation projects follow a payment schedule defined in the project agreement.
• —All fees are in US Dollars (USD).
• —Late payments may incur a 1.5% monthly interest charge.
• —Third-party platform charges incurred on the client's behalf — messaging conversations, telephony minutes, AI model usage, electronic signatures and similar — are billed at cost and passed through, as defined in the applicable service agreement.

4. Refund Policy

Given the nature of consulting services:

• —Diagnostic: No refunds once the audit process has begun. If NovaCiel cancels the engagement before delivery, a full refund will be issued.
• —Implementation: Refunds for completed milestones are not issued. Unused portions of prepaid retainers may be refunded with 30 days written notice.

5. Confidentiality

Both parties agree to keep confidential any proprietary or sensitive information shared during the engagement. NovaCiel will not disclose your business processes, data, or operational details to third parties without your written consent, except as required by law.

6. Intellectual Property

• —Client data: You retain full ownership of your business data, processes, and existing intellectual property.
• —Deliverables: Upon full payment, you own the deliverables produced specifically for your engagement (reports, roadmaps, custom implementations).
• —NovaCiel IP: Our methodologies, frameworks, templates, and tools remain the property of NovaCiel.

7. Limitation of Liability

NovaCiel's liability is limited to the total fees paid for the specific engagement in which the claim arises. We are not liable for indirect, incidental, or consequential damages, including lost profits or business interruption, resulting from the use of our services or recommendations.

Our recommendations are based on information provided by the client. Outcomes depend on proper implementation and factors outside our control.

8. Client Responsibilities

To ensure successful delivery, clients agree to:

• —Provide accurate and complete information about their business and operations
• —Make relevant team members available for interviews and reviews
• —Provide timely feedback on deliverables
• —Make payments on the agreed schedule

9. Messaging Services and Third-Party Platforms

Where NovaCiel implements or operates messaging services on the client's behalf — including the WhatsApp Business Platform, SMS, email or voice — those services run on third-party platforms governed by their own terms. By engaging NovaCiel for such services, the client agrees to comply with them, including the WhatsApp Business Messaging Policy, the WhatsApp Business Solution Terms, and Meta's applicable business terms.

For those services, the following applies:

• —The client is the controller of its customers' data. NovaCiel acts solely as a processor on the client's documented instructions, under a written data processing agreement, as described in our Privacy Policy.
• —The client is responsible for the lawful basis and for consent. The client warrants that every contact it asks us to message was obtained with valid opt-in and was not purchased, rented, or scraped.
• —The client is responsible for message content. This includes templates, campaigns, offers and any commercial claim made in them.
• —Automated assistants identify themselves as such and are never configured to present themselves as a human being.
• —Opt-out is honoured immediately and at no cost to the recipient, in every channel we operate.

NovaCiel may suspend a messaging service, in whole or in part, where continuing it would breach platform policy or applicable law. We will notify the client and explain what has to change before service resumes.

10. Platform Dependencies and Support

Parts of what we build depend on systems operated by third parties. We are explicit about the line between what we guarantee and what we do not.

• —NovaCiel does not control, and does not guarantee, message delivery, the approval or rejection of message templates, account quality ratings, rate limits, platform pricing changes, or the suspension of an account by the platform.
• —Where a client's existing software does not expose the functionality a project requires, NovaCiel will inform the client and propose an alternative. Timelines that depend on a third party are estimates, not commitments.
• —Third-party rates may change without notice. Where charges are passed through at cost, the client bears the change.

Support. Systems we operate are monitored automatically and continuously. Human support and incident response are provided during business hours, Monday to Friday, unless a separate agreement states otherwise. We do not offer permanent human availability, and no statement in any proposal or marketing material should be read as offering it.

11. Termination

Either party may terminate an engagement with 14 days written notice. Upon termination, the client is responsible for payment of all work completed to date. NovaCiel will deliver all completed work products upon receipt of final payment, and will return or delete data processed on the client's behalf as set out in our Privacy Policy.

12. Governing Law

These Terms are governed by the laws of the State of Florida, USA. Any disputes shall be resolved in the courts of Orange County, Florida.

13. Changes to These Terms

We reserve the right to update these Terms at any time. Continued use of our services after changes constitutes acceptance. For active engagements, the terms in effect at the time of contract signing apply.

14. Contact

For questions about these Terms, contact us at: