1. Introduction

These Terms and Conditions ("Agreement") govern the consulting and digital marketing services provided by Novaya Consulting LLC, a limited liability company incorporated in the State of Wyoming, United States ("Company", "we", "us", or "our"), to its clients ("Client", "you").

By engaging our services, signing a service agreement, or otherwise confirming an order, you agree to be bound by these Terms and Conditions in their entirety.

2. Services

Novaya Consulting LLC provides digital marketing consulting services including, but not limited to: paid media strategy, media buying, growth consulting, funnel optimization, analytics, and brand visibility campaigns.

The specific scope, deliverables, timelines, and fees for each engagement are defined in a separate Statement of Work ("SOW") or Service Agreement signed by both parties. In the event of any conflict between these Terms and a specific SOW, the SOW shall prevail.

3. Fees and Payment

Fees are agreed upon in writing prior to the commencement of any work. Unless otherwise specified in the SOW:

• Invoices are issued monthly or at project milestones as agreed.
• Payment is due within 14 calendar days of invoice date.
• Late payments may incur interest at a rate of 1.5% per month on the outstanding balance.
• All fees are exclusive of applicable taxes, which remain the Client's responsibility.

The Company reserves the right to suspend services in the event of non-payment exceeding 30 days.

4. Client Responsibilities

The Client agrees to:

• Provide timely access to necessary accounts, assets, and information required for service delivery.
• Designate a point of contact for day-to-day communication.
• Review and approve deliverables within the timeframes agreed upon.
• Ensure that all materials, content, and data provided to the Company do not infringe upon third-party rights.

5. Intellectual Property

Upon full receipt of payment, all deliverables specifically created for the Client under the SOW become the property of the Client. The Company retains ownership of all pre-existing methodologies, tools, frameworks, and know-how, as well as the right to reference the engagement for portfolio and marketing purposes unless otherwise agreed in writing.

6. Confidentiality

Both parties agree to keep confidential all non-public information disclosed during the engagement and not to disclose such information to third parties without prior written consent. This obligation survives termination of the agreement for a period of two (2) years.

7. Limitation of Liability

The Company's total liability to the Client for any claim arising under or in connection with these Terms shall not exceed the total fees paid by the Client in the three (3) months preceding the claim. The Company shall not be liable for any indirect, incidental, consequential, or punitive damages, including loss of profits or business opportunities.

Digital marketing results are inherently subject to market conditions, platform algorithm changes, and other factors outside the Company's control. The Company makes no guarantee of specific results.

8. Termination

Either party may terminate a service agreement with 30 days written notice. The Client remains responsible for payment of all fees for work completed up to the termination date. The Company may terminate immediately in the event of material breach by the Client.

9. Governing Law

These Terms and Conditions are governed by and construed in accordance with the laws of the State of Wyoming, United States. Any disputes shall be subject to the exclusive jurisdiction of the courts of Wyoming.

10. Amendments

The Company reserves the right to update these Terms and Conditions at any time. Clients will be notified of material changes. Continued use of our services following such notification constitutes acceptance of the updated Terms.

11. Contact

For any questions regarding these Terms and Conditions, please contact us at: contact@novayaconsulting.com

Last updated: May 2025