Terms of Sale
TERMS LAST UPDATED ON: 25th JANUARY, 2022
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING OUR APPLICATIONS (INCLUDING OUR WEBSITE).
The user must read this document before subscribing very carefully.
INFORMATION ABOUT US AND HOW TO CONTACT US
- Who are we: We are PromoMii Limited (“PromoMii”, “Nova A.I.” “we“, “us” or “our” in these Terms), a company incorporated in England and Wales (with company number 10377108) and our registered office address is: 72-74 Dean St. Soho, London W1D 3SG. Our VAT number is GB263512126.
- How to contact us: You can contact us via the chat function available on our website (www.wearenova.ai), or by writing to us at firstname.lastname@example.org.
IMPORTANT INFORMATION ABOUT THESE TERMS
- Do these Terms apply to you? Any reference to “you” or “your”, means you, an individual consumer or a business who has not entered into an “Enterprise” agreement with us, as a recipient of the Services (as defined in clause 1.1(a) below).
- What these Terms cover? These Terms set out the agreement between you and us and apply to all dealings in respect of your access to, and use of the Services.
- How will we contact you? If we have to contact you, we will usually do so by writing to you at the email address you provided to us in your account settings. We may also contact you by telephone or by writing to you at your postal address if you have provided us with these details.
- If you do not agree to be bound by these Terms, you must not use the Services.
- “Writing” includes emails: When we use the words “writing” or “written” in these Terms, this includes emails.
- OUR CONTRACT WITH YOU
- YOUR RIGHTS TO MAKE CHANGES TO YOUR SUBSCRIPTION
- WE MAY MAKE CHANGES TO OR SUSPEND OR WITHDRAW THE SERVICES
- OUR RIGHTS TO TERMINATE THE CONTRACT
- SUBSCRIPTION FEES, PAYMENT AND RENEWALS
- CHANGES TO THE SUBSCRIPTION
- HOW YOU CAN CANCEL YOUR SUBSCRIPTION
- ACCEPTABLE USE
- PROPRIETARY RIGHTS
- WE MAY END YOUR RIGHTS TO USE THE SERVICES AND/OR TERMINATE THE CONTRACT IF YOU BREACH THESE TERMS
- OUR RESPONSIBILITY FOR LOSS OR DAMAGE IS SUFFERED BY YOU
- HOW MAY WE USE YOUR PERSONAL INFORMATION
- GENERAL TERMS
- RETURN FORM
1. OUR CONTRACT WITH YOU
- 1.1) On our website (wearenova.ai), related subdomains, and software applications (together the “Applications”), we have set out information and details relating to:
- various online video creation, editing, sharing and hosting services which we make available via the Applications (together the “Services”); and
- the fees payable for the Services which is dependent on your choice of plan among the different options as to plans available to you (“Subscription Fee”).
The Services available to you as a registered user on the Applications will vary depending on your choice of plan among the different options of plans available to you.
- 1.2) Your subscription: When you register for an account with us to use the Services, you are subscribing to the Services. You are agreeing to these Terms by subscribing to the Services. The Services available to you and Subscription Fee (if any) applicable to your subscription are set out in the Applications.
- 1.3) How we will accept your subscription: If no Subscription Fee is payable on your subscription, our acceptance of your subscription will take place as soon as you register for an account with us to use the Services, at which point a contract will come into existence between you and us in respect of the Services that you have subscribed to in that subscription. If a Subscription Fee is payable on your subscription, our acceptance of your subscription will take place when you have provided valid account details (including billing and contact details) and we indicate that we accept your subscription via the Applications. At the point of our accepting your subscription, a contract will come into existence between you and us in respect of the Services you have purchased from us in that subscription. Our acceptance of each subscription made is each a “Contract”.
- 1.4) If we cannot accept your subscription: If we are unable to accept your subscription, we will inform you of this either via the Applications or in writing and will not charge you for the Services. This might be because of unexpected limits on our resources which we could not reasonably plan for, or because we have identified an error in the Subscription Fee or in the description of the Services, or for other reasons.
- 1.5) Promotional materials: Any free sessions, demos, or advertising issued by us (including, in particular, via the Applications), and any descriptions or illustrations provided by us in relation to our business, or the Services, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. These will not form part of the Contract or have any contractual force.
2. YOUR RIGHTS TO MAKE CHANGES TO YOUR SUBSCRIPTION
We hope to accommodate as many user requests as possible but we are typically unable to accept change requests to individual subscriptions. We appreciate this may cause you to become dissatisfied with our Services. If this situation does unfortunately arise then you may want to cancel your subscription (see clause 7 below).
3. WE MAY MAKE CHANGES TO OR SUSPEND OR WITHDRAW THE SERVICES
- 3.1) Suspension of the supply of Services: We may suspend the supply of the Services temporarily:
- to update and change the Applications to reflect changes in relevant laws and regulatory requirements; or
- to implement technical adjustments and improvements, for example to address a security threat or add functionality; or
- if you are paying for the Services and we have not received a payment that is due; or
- if you breach these Terms; or
- if you fail to give required information to us (see clause 3.3); or
- if you use the Services in a way that is prohibited or unacceptable (see clause 8); or
- for other unforeseen reasons which may delay the delivery of the Services.
We aim to contact you as soon as practicable to tell you why we are suspending the supply of the Services and explain when and/or how such suspension will cease.
- 3.2) Withdrawing the Services and/or terminating the Contract: We may withdraw the Services and/or terminate the Contract:
- if you fail to give required information to us (see clause 3.3); or
- when we have not received your payment (see clause 4.1); or
- if you use the Services in a way that is prohibited or unacceptable (see clause 8); or
- if you breach these Terms (see clause 10); or
- for any other reasons specified in these Terms.
Subject to clauses 4, 8 and 10, we may write to you to let you know that we are going to stop providing the Services and/or terminate the Contract. We will let you know at least 24 (twenty-four) hours in advance of our stopping the supply of the Services and/or terminating the Contract and will refund, pro-rata (where applicable), any sums you have paid in advance for the Services in respect of the period after we end the contract.
- 3.3) If you do not give required information to us: We may need certain information from you so that we can supply the Services to you. If so, we will contact you to ask for this information. If you do not give us this information within a reasonable time of our asking for it, or if you give us incomplete or incorrect information, we may suspend the Services and/or terminate the Contract.
- 3.4) Interruptions and errors in the Applications: We do not guarantee that the Applications, any content contained in the Applications, or the Services delivered, will always be available or be uninterrupted or error-free. We may suspend or withdraw or restrict the availability of all or any part of the Applications, or the Services for business or operational (including technical) reasons. We aim to give you reasonable notice of any such suspension or withdrawal or restriction.
- 3.5) No liability for Services that we cannot provide due to an event outside of our control: If any suspension, withdrawal, or restriction to the Services is pursuant to an event outside our control, we will not be liable to you for any period during which the Applications and/or the Services are not available pursuant to such an event.
4. OUR RIGHTS TO TERMINATE THE CONTRACT
- 4.1) When we have not received your payment: Where we do not receive your payment as it becomes due, then without prejudice to our right to charge interest as per clause 5.5, we reserve the right at our sole discretion to suspend the supply of the Services until we have received the payment that is due to us and/or terminate the Contract without notice.
- 4.2) What we usually do to receive your payment: We usually take payment from you using the billing information you supplied to us via the Applications. In the event such transaction fails, we usually contact you by email about the failed transaction and ask that you update your billing information via the Applications. We would usually attempt to take that payment from you again, using your then current billing information supplied to us, once a day for the next 5 days or until we receive your payment. After each failed transaction during those 5 days, we would usually contact you by email about the failed transaction and ask that you update your billing information via the Applications.
5. SUBSCRIPTION FEES, PAYMENT AND RENEWALS
- 5.1) The types of subscriptions that we offer: In addition to making certain Services available to you for free (where available), we also offer you the choice of paying for Services in accordance with the different plans available to you as set out on the Applications.
- 5.2) Where to find the Subscription Fee for the Services: The Subscription Fee for the Services (which includes Value Added Tax (VAT) if applicable) will be the price indicated when you make your subscription. We take reasonable care to ensure that the Subscription Fee for the Services advised to you is correctly reflected in the payment process. However, please see clause 5.3 for what happens if we discover an error in the Subscription Fee for Services you subscribe to.
- 5.3) What happens if the Subscription Fee or Services were conveyed incorrectly: It is always possible that, despite our best efforts, some of the Services may be incorrectly priced. If the Services’ correct price at your subscription date is higher than the price stated to you, we will contact you for your instructions before we accept your subscription. If we accept and process your subscription where a pricing error is obvious and unmistakable and could reasonably have been recognised by you as a mispricing, we may end the Contract and refund you any sums you have paid under the Contract.
- 5.4) When you must pay and how you must pay: You must pay the Subscription Fee in accordance with the payment process and payment methods made available to you on the Applications which may be provided by our processing partners. To receive the full value of the Services for your subscription, you would have to pay us in full and in advance of our supplying the Services, either monthly or annually as agreed.
- 5.5) We can charge interest if you pay late: If you do not make any payment to us by the due date, we may charge interest to you on any overdue amount at the rate of 5% a year above the base lending rate of the Bank of England current from time to time. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment, such interest to accrue and be added to the overdue amount on the 1st day of each month. You must pay us interest together with any overdue amount.
- 5.6) What to do if you have been charged incorrectly: If you think you have been charged incorrectly, please contact us promptly to let us know. You will not have to pay any interest until the dispute is resolved. Once the dispute is resolved we may charge you interest on correctly invoiced sums, on the basis explained in clause 5.5, from the original due date.
- 5.7) Automatic renewals: A Subscription Fee automatically renews monthly or annually depending on the payment frequency you chose and shall continue until it is cancelled in accordance with these Terms. See clause 7 below.
6. CHANGES TO THE SUBSCRIPTION
- 6.1) Changes in price or length of a subscription: Subscription Fee may change. The price in place when you made your initial purchase or when your Subscription Fee last renewed will stay in effect for the duration of that subscription period (e.g. monthly or annually, as applicable), but new prices may apply to any renewals or any new subscriptions. We will give you reasonable notice of any change in the price or length of a subscription available. If you do not want to renew your subscription under any new prices or any change in the length of a subscription period, you may cancel your subscription in accordance with these Terms (see clause 7 below).
- 6.2) Changes to the Services supplied under a subscription: It may be necessary to change the Services supplied under a subscription from time to time. Should this happen, we aim to give you reasonable notice of any such changes. If you are not content with the changes, and the changes are material and not minor, you may cancel your subscription and we will refund you pro-rata (where applicable) for any unused but prepaid period of your subscription.
7. HOW YOU CAN CANCEL YOUR SUBSCRIPTION
- 7.1) Tell us you want to cancel your subscription: You may cancel your subscription at any time via the Applications. If this fails for any reason please get in touch with our Customer Support team either via the chat feature in the application or send us an email at email@example.com
- 7.2) Where you are using our free Services: If you are a registered user making use of our free Services (if available), clause 7 (save for this clause 7.2) shall not be applicable. You may stop your use of the Services at any time.
- 7.3) Refunds: We are not obliged to offer refunds should you change your mind and wish to terminate the service after you have subscribed and used the Services. If you are a consumer (ie, you are using the Services for purposes which are wholly/mainly outside your trade, business, craft or profession) and you have paid for the services but have never used them (where usage includes uploading media, editing media, adding subtitles among other things) and you are still within the first 14 days of your subscription, if you have changed your mind and you cancelled your subscription via the Applications as described in clause 7.1, or sent us your completed cancellation form (see Schedule 1) to firstname.lastname@example.org, we will refund you in full for the applicable Services under your subscription. Note the following when exercising your right to change your mind as a consumer:
- 7.3.1) you do not have a right to change your mind once we have supplied you with the Services (i.e. you have used the Services), even if the 14 day period is still running; and
- 7.3.2) if you cancel your subscription, during the 14 day period, after we have started supplying the Services (i.e. you have used the Services), any Subscription fee paid or payable remains paid or payable and you will not be entitled to any refund for the applicable Services under your subscription.
- 7.4) Cancellation of renewals: A subscription to Services may be cancelled at any time prior to two (2) business days before the applicable renewal date and your subscription will expire at the end of the applicable subscription period. You may continue to benefit from the Services up until that date. If you do not cancel your subscription prior to two (2) business days before your renewal date, we will renew your subscription per your last subscription and it will expire at the end of that following subscription period. Subject to clause 5.3, cancellations of subscriptions are not eligible for a refund unless otherwise specified in these Terms. Following cancellation, you can remain a registered user and continue to use our free Services (if available).
8. ACCEPTABLE USE
9. PROPRIETARY RIGHTS
- 9.1) You acknowledge and agree that we and/or our licensors own intellectual property rights in original work in the Applications and the Services. Except as expressly stated in these Terms, we do not grant you any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Applications or the Services.
- 9.2) We confirm that we control any intellectual property rights in relation to the Applications and the Services that pursuant to which any grants of rights to you are expressly made under these Terms.
10. WE MAY END YOUR RIGHTS TO USE THE SERVICES AND/OR TERMINATE THE CONTRACT IF YOU BREACH THESE TERMS
- 10.1) Notwithstanding any other clauses in these Terms, we may end your rights to use the Services and/or terminate the Contract at any time if you have breached these Terms.
- 10.2) If we end your rights to use the Services and/or terminate the Contract:
- a) you must stop all activities authorised by these Terms, including your use of the free (if available) and/or paid Services accessed via the Applications unless we tell you otherwise;
- b) we may disable your registration account with us and we shall have no liability to you in relation to any content stored or accessed by you via your account (as applicable);
- c) no refund will be available to you and we will not be liable to you for any fees paid by you in respect of Services paid for but not received; and
- d) all sums due and owing to us shall be immediately paid by you to us.
11. OUR RESPONSIBILITY FOR LOSS OR DAMAGE IS SUFFERED BY YOU
- This section of the Terms is important. Please take your time and read it carefully before you agree to these Terms.
- 11.1) We do not exclude or limit in any way our liability to you where it would be unlawful to do so: This includes any liability on our part for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors; for fraud or fraudulent misrepresentation; or for breach of your statutory rights in relation to the Services.
- 11.2) You agree and accept that the Services are provided on an “as-is” basis and your use of the Services is at your own risk: We cannot and do not guarantee the accuracy or completeness of the Services or of any content, information or documentation contained in or shared or received via the Services and you rely on the Services at your own risk.
- 11.3) We are responsible to you for foreseeable direct loss and damage caused by us: If we fail to comply with these Terms, we are responsible for direct loss or damage you suffer that is a foreseeable result of our breaking these Terms or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is indirect or not foreseeable. Loss or damage is indirect if the act or omission on our part was not the proximate cause of that loss or damage. Loss or damage is foreseeable if either it is obvious that it will happen, or if, at the time you accepted the Terms, both we and you knew it might happen. In particular, we shall not be liable for indirect loss or damage including:
- a) loss of profits, sales, business, or revenue;
- b) business interruption;
- c) loss of anticipated savings;
- d) loss of business opportunity, goodwill, or reputation; or
- e) any indirect or consequential loss or damage.
- 11.4) When we are liable for damage caused by defective digital content: If defective digital content which we have supplied damages a device or digital content belonging to you and this is caused by our failure to use reasonable care and skill we will either repair the damage or pay you compensation. However, we will not be liable for damage which you could have avoided by following our advice to apply an update offered to you free of charge or for damage which was caused by you failing to correctly follow user instructions or to have in place the minimum system requirements advised by us.
- 11.5) Our liability is limited: Except as specified in clause 11.1, our liability to you for breach of these terms or on any other basis is limited to the Subscription Fee you paid under the Contract. Where you only use our free Services (if available) and therefore paid no Subscription Fee under the Contract, our liability to you for breach of these terms or on any other basis (save as specified in clause 11.1) is limited to £0.
12. HOW MAY WE USE YOUR PERSONAL INFORMATION
- 12.2) Please be aware that internet transmissions are never completely private or secure and that any message, document, or information you send using the Services may be read or intercepted by others, even if there is a special notice that a particular transmission is, or that parts of the Services are stated as being, encrypted.
13. GENERAL TERMS
- 13.1) We reserve the right to amend these Terms and any Contracts between you and us: We reserve the right to amend these Terms and any Contracts between you and us by giving you advance written notice.
- 13.2) We may transfer any Contracts between you and us to someone else: We may transfer our rights and obligations under these Terms and Contracts between you and Us to another organisation. We aim to tell you in writing if this happens and we will ensure that the transfer will not affect your rights under the Contract.
- 13.3) You need our consent to transfer your rights to someone else: You may only transfer your rights or your obligations under these Terms to another person if we agree to this in writing.
- 13.4) Nobody else has any rights under these Terms and any Contracts: These Terms and any Contracts between you and us do not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any provision of these Terms.
- 13.5) If a court finds any part of these Terms or any Contracts unlawful, the rest will continue in force: Each of the clauses of these Terms or any Contracts between you and us operates separately. If any Court or relevant authority decides that any of them is unlawful, the remaining clauses will remain in full force and effect.
- 13.6) Even if we delay in enforcing these Terms or any Contract, we can still enforce these later: Even if we delay in enforcing these Terms or any Contracts between you and us, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these Terms or any Contracts between you and us, or if we delay in taking steps against you in respect of your breaches, that will not prevent us from taking steps against you at a later date.
- 13.7) Which country’s laws apply to these Terms or any Contract, and to any disputes between us: These Terms or any Contracts between you and us, their subject matter and their formation are governed by the laws of England and Wales. You and we both agree that the Courts of England and Wales will have the exclusive jurisdiction, except that if you are our customer personally as an individual consumer and a resident of Scotland you may also bring legal proceedings in Scotland, and if you are a resident in Northern Ireland you may also bring legal proceedings in Northern Ireland.
You will have to complete and return this form to us by email (to email@example.com ) if you wish to cancel your subscription.
To: Nova A.I.
I hereby give notice that I cancel my contract of sale of the following services:
[INSERT THE SUBSCRIPTIONS THAT YOU WOULD NOW LIKE TO CANCEL]
The subscriptions above were subscribed on [INSERT DATE] by:
[INSERT YOUR NAME]
[INSERT YOUR ADDRESS]
[SIGN OFF WITH YOUR NAME]
[INSERT DATE OF YOUR SENDING THIS FORM TO US]