NOVA ECOMMERCE GROUP – TERMS & CONDITIONS
1. Agreement Overview

These Terms & Conditions (“Terms”) govern all services provided by Nova Ecommerce Group LLC (“Nova,” “Agency,” “we,” or “our”) to any client (“Client,” “you,” or “your”) who accepts a proposal, quote, or service agreement issued by Nova (each, a “Quote”).

These Terms, together with the applicable Quote and any Scope of Work (“SOW”), form the entire agreement between the parties (the “Agreement”).

Nova provides full-funnel ecommerce growth services, including but not limited to Amazon marketplace management, advertising optimization, creative development, and strategic advisory.

By accepting a Quote or submitting payment, Client agrees to be bound by these Terms.

2. Term
2.1 Recurring Services

For recurring services, the initial term is three (3) months unless otherwise specified in the Quote (“Initial Term”). After the Initial Term, services automatically renew on a month-to-month basis unless either party provides at least thirty (30) days’ written notice.

2.2 One-Time Services

For project-based services, the Agreement terminates upon completion and full payment.

3. Services & Scope

Nova will provide services as outlined in the applicable Scope of Work.

Client acknowledges that:

  • Services are delivered within reasonable capacity and prioritization frameworks

     

  • Requests outside the defined scope may require additional fees or timeline adjustments

     

  • Agency is not responsible for tasks not explicitly included in the SOW
4. Performance Alignment & Strategic Framework

Nova operates with a focus on long-term, profitable growth, not isolated advertising metrics.

Performance is evaluated using a holistic framework, including:

  • TACoS (Total Advertising Cost of Sales)

  • Contribution margin

  • Revenue growth

  • Conversion rate and organic ranking

At the beginning of each month, Nova will provide visibility into key benchmarks, including:

  • Planned advertising budget

  • Target TACoS range

  • Revenue targets

Client acknowledges that results depend on factors outside Agency control, including:

  • Pricing strategy

  • Inventory availability

  • Product-market fit

  • Competition and platform dynamics
5. Client Responsibilities

Client agrees to provide timely cooperation and acknowledges responsibility for:

  • Inventory management and stock levels

  • Pricing, promotions, and approvals

  • Product quality and customer experience

  • Compliance with Amazon and third-party platform policies

Nova is not liable for performance limitations resulting from deficiencies in these areas.

6. Compensation & Payment Terms
6.1 Retainers

Client agrees to pay all fees outlined in the Quote.

6.2 Payment Timing
  • Payment is due prior to the start of services

  • Recurring payments are billed automatically on the same date each cycle

  • Late payments may result in service pause
6.3 Late Fees
  • Late payments incur a 5% monthly fee
6.4 No Proration; No Refunds

All payments are non-refundable once the billing period begins.
Services are not prorated for partial months or early termination.

6.5 Variable Compensation

If applicable, performance-based fees will be defined in the Quote and accrue from the service start date.

6.6 Payment Authorization

Client authorizes Nova to charge payment methods on file. Failure of payment may result in suspension or termination of services.

7. Pause of Services

If services are paused:

  • Billing continues unless otherwise agreed in writing

  • Reactivation may require a re-onboarding fee and timeline reset
8. Termination

Client may terminate services with thirty (30) days’ written notice.

  • The notice period begins on the next billing cycle

  • Final billing cycles are not prorated

Nova may terminate services at its discretion.

Upon termination:

  • All outstanding balances remain due

Nova may revoke access to deliverables or systems until paid in full

9. Confidentiality

Both parties agree to maintain confidentiality of all non-public, proprietary information.

Confidential Information excludes:

  • Publicly available information

  • Independently developed information

  • Information required by law to be disclosed
10. Intellectual Property
  • Nova retains ownership of all proprietary systems, frameworks, and methodologies, including the Nova Ecommerce Growth Operating System

  • Custom deliverables become Client property upon full payment

  • Nova retains rights to embedded tools and frameworks

  • Client receives a limited license for internal use only

Nova may use anonymized and aggregated data for benchmarking and internal improvement

11. No Guarantee of Results

Client acknowledges:

  • Nova does not guarantee specific results, revenue, or profitability

  • Outcomes vary based on multiple external factors

  • Strategies are based on expertise, not certainty
12. Indemnification

Client agrees to indemnify and hold Nova harmless from claims arising from:

  • Client’s products, listings, or content

  • Violations of law or platform policies

  • Client actions or omissions
13. Limitation of Liability

To the fullest extent permitted by law:

  • Nova is not liable for indirect or consequential damages

  • Total liability is limited to fees paid in the prior three (3) months

  • Nova is not responsible for third-party platforms (Amazon, TikTok, etc.)

Client acknowledges fees are not contingent on specific outcomes.

14. Non-Solicitation

Client agrees not to hire or solicit Nova team members during the engagement and for 24 months after.

15. Non-Exclusivity

Nova may work with other clients, including competitors.

16. Non-Disparagement

Client agrees not to make harmful or defamatory statements about Nova.

17. Assignment

Nova may subcontract or assign work at its discretion.
Client may not assign this Agreement without written consent.

18. Governing Law

This Agreement is governed by the laws of the State of Arizona.

19. Arbitration

Any disputes will be resolved through binding arbitration in Arizona under AAA rules.

20. Force Majeure

Neither party is liable for delays caused by events beyond reasonable control.

21. Modification

Nova may update these Terms with notice. Continued use constitutes acceptance.

22. Severability

If any provision is invalid, the remainder remains enforceable.

23. Survival

All provisions that should survive termination will remain in effect.

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