Terms & Conditions

1. Application

1.1 These Terms & Conditions of Business shall apply to the provision of Services by Nova Scientific Consulting Services (“Nova”). By providing instructions, the Client acknowledges and agrees that it accepts these Terms & Conditions of Business as a lawfully binding and enforceable agreement between the Parties, which shall include the Law and Arbitration clause.

2. Definitions

In these Terms & Conditions of Business:

2.1 “Fee Earner” means an employee of Nova and any Sub-contractor.

2.2 The “Client” means the Party at whose request or on whose behalf Nova undertakes the Services.

2.3 “Party” means either Nova or the Client and “Parties” shall mean both of them.

2.4 “Service(s)” means the service(s) provided by Nova to the Client in accordance with the Client’s instructions and includes all forms of deliverables to the Client

2.5 “Matter” means the subject of the Services or contemplated Services.

2.6 “Sub-contractor(s)” means any third party that is not employed by Nova but whose services are required to help Nova provide the Service(s) and/or whose services are requested by the Client.

2.7 “Sample(s)” means goods, parts, samples or equipment provided to Nova by the Client, or otherwise provided under or relating to the Service(s).

3. Obligations and Responsibilities

3.1 Client

3.1.1 When issuing instructions for the Services, the Client shall confirm the full identity of the Party who is responsible for paying for the Services.

3.1.2 The Client shall ensure that full instructions are given in writing to Nova in sufficient time to enable the Services to be performed effectively and efficiently, shall procure all necessary access for Nova to goods, samples, documents, premises, vessels, installations, and transport, and shall ensure that all appropriate safety measures are taken to provide safe and secure working conditions for Nova’s Fee Earners.

3.1.3 If the Client requires variations to the Services, it must notify Nova in writing as soon as possible. Nova will endeavour to make the required changes and any additional costs incurred shall be invoiced to and be payable by the Client.

3.1.4 In the provision of the Services, Nova shall be entitled to rely on the accuracy, correctness, sufficiency, and completeness of all information provided by the Client. The Client represents and warrants to Nova that it has obtained all necessary consents, permits and authorisations to enable Nova to provide the Services.

3.2 Nova

3.2.1 Nova will only undertake work for which its Fee Earners have adequate qualifications and experience.

3.2.2 Nova shall promptly notify the Client of any matter, including conflict of interest or lack of suitable qualifications and experience, which would prevent Nova continuing to work for the Client.

3.2.3 The Services shall be limited to Services referred to in the written instructions provided by the Client in accordance with clause 3.1.2 which are accepted by Nova in writing. Any subsequent change or addition to the Services shall be agreed by both Parties in writing.

3.2.4 Until full written instructions are given with supporting documentation, in accordance with paragraph 3.1.2, Nova are not instructed or retained and at their sole discretion can accept instructions from another company in respect of the same Matter. 

3.2.5 Nova shall have no liability to the Client for the consequences of late, incomplete, inadequate, inaccurate, or ambiguous instructions. 

3.2.6 Nova may give written notice at any time to modify these Terms & Conditions of Business to reflect their current practice and/or changes to professional and other regulatory requirements.

3.2.7 It is expressly understood that Nova is an independent contractor, and that neither Nova nor its Fee Earners, are servants, agents, or employees of the Client.

4. Confidentiality 

Nova will not disclose any information provided to it in confidence by the Client to any third party and will not permit access to any information unless the Client expressly grants permission.

5. Fees

5.1 Subject to clause 5.2 and/or as may be agreed otherwise in writing by the Parties, Nova’s fees for the Services will be agreed with the Client in advance. 

5.2 Nova review charging rates on a yearly basis. The Client will be advised of any changes which may be applicable.

5.3 Nova may ask for payment(s) on account of fees and disbursements. In this event, payment on account shall be received by Nova before any work is undertaken or disbursements incurred on behalf of the Client.

5.4 All reasonable expenditure necessarily incurred to enable Nova to carry out the Services will be charged to the Client. This may include, but not be limited to, costs for travel, hotels, subsistence, photography, communications, copying, and courier charges.

6. Payment Terms

6.1 The Client shall pay the fees charged by Nova for the provision of the Services punctually and in any event not later than 30 days following the invoice date. Without limiting any other rights or remedies, any delay in payment shall entitle Nova to interest at the rate of 5% per annum and/or to suspend or terminate the performance of any further Services.

6.2 Unless otherwise agreed in writing by the Parties, the Client will be fully responsible for payment of Nova invoices in accordance with these Terms & Conditions of Business. 

6.3 Nova shall exercise a lien over the Client’s papers, documents, samples and any other property of the Client whatsoever, while money is owing for fees and disbursements.

6.3 Any levies or taxes (VAT, Sales Tax, etc.) at the appropriate rate will be added to all fees and disbursements where applicable and shown on the invoice to the Client.

7. Storage of Papers and Documents

Unless otherwise agreed in writing by the Parties, Nova will keep all the Client’s papers and documents either digitally or in hard copy for 7 years after the date of the final bill, after which they will be destroyed.

8. Liability

8.1 Except as it relates to Nova’s gross negligence or willful misconduct, in no event will Nova, or its  respective directors or employees, be liable to the Client or any third party for any lost profits, interruption of business, or other special, indirect, punitive, incidental, or consequential damages of any kind, whether in contract, tort (including but not limited to negligence) or otherwise, arising out of or in connection with this agreement, and whether or not Nova has been advised of the possibility of such damage. Except as it relates to Nova’s gross negligence or willful misconduct, in no event shall Nova be liable in the aggregate for any claims or damages in any amount exceeding the lesser of (a) ten times the total amount paid by the Client to Nova under the applicable instructions agreed by the Parties or (b) one million United States dollar (USD 1,000,000). 

8.2 Nova shall not be liable for or in breach of any provision of these Terms & Conditions of Business (a) attributable to any breach of these Terms & Conditions of Business by the Client or (b) directly or indirectly resulting from any inaccuracies contained in any of the data or information provided to Nova by the Client and/or by third parties.

8.3 The Terms & Conditions of Business are between the Client and Nova only. Any report or advice rendered to the Client by Nova is intended for the use of the Client only and no responsibility or liability is accepted to any third parties. No third parties shall be entitled to benefit from or enforce these Terms & Conditions of Business. In the event of any claims against Nova or their Fee Earners by third parties for loss, damages and/or expenses incurred as a result of a third party’s reliance on any report or advice rendered to the Client, the Client will indemnify Nova for all sums which it shall be determined by any court or tribunal having jurisdiction over such claims, are payable by Nova, plus the reasonable costs of investigating and defending such claims.

8.4 The Client’s instructions are solely with and to Nova and no Fee Earner of Nova shall have any personal liability for the provision of the Services or the conduct of work in relation thereto.

9. Force Majeure

9.1 Neither Nova nor the Client shall be responsible for any loss, damage, delay or failure in performance hereunder arising or resulting from act of God, act of war, seizure under legal process, infectious or contagious diseases of any nature whatsoever, quarantine restrictions, strikes, boycotts, lockouts, riots, civil commotions and arrest or restraint of princes, governments, rulers or people or any other circumstances whatsoever beyond the Parties’ reasonable control. Subject to clause 8.2 the obligations of Nova shall be suspended until the Force Majeure event no longer applies.

9.2 Each Party shall give prompt notice to the other of a Force Majeure event. If the Force Majeure event is not over within 30 days of the Force Majeure notice, either Party has the right to terminate the Services by giving 7 days written notice to the other Party. In this event, termination shall discharge the Parties from all future obligations and liabilities except that the Client shall pay Nova all amounts due and owing as at the date of the Force Majeure notice plus any disbursements paid or irrevocably due, having been ordered on the Client’s behalf, and Nova shall re-pay any amounts received on account of fees and disbursements that are not required to cover un-billed work in progress or disbursements paid or ordered by Nova.

9.3 Any costs irrevocably paid out by Nova or any other related costs whatsoever, arising out of a Force Majeure event shall be paid by the Client.

10. Anti-bribery

10.1 The Parties shall:

10.1.1 Comply with all applicable laws, regulations and sanctions relating to anti-competitive behaviour, anti-bribery and anti-corruption including but not limited to the Hong Kong Prevention of Bribery Ordinance (Cap. 201), UK Bribery Act 2010 and equivalent and similar legislation that is applicable in the territories in which they operate (the “Requirements”).

10.1.2 Not engage in any activity, practice or conduct which would constitute an offence under the Requirements.

10.1.3 Comply with their respective Codes of Conduct covering anti-bribery and anti-corruption procedures.

10.1.4 Maintain policies and procedures to ensure compliance with, and enforcement of, the Requirements.

11. Entire Agreement

These Terms & Conditions of Business and our Confirmation of Instructions set out all the terms agreed between the Parties in relation to the Services. All other terms, conditions and representations including the Client’s own standard form of terms and conditions, if any, are excluded. These Terms & Conditions of Business may only be varied by written agreement. In the event of a conflict between these Terms & Conditions of Business and our Confirmation of Instructions email, the Confirmation of Instructions email shall prevail.

12. Termination

12.1 Nova shall be entitled to terminate these Terms & Conditions of Business and the provision of the Services forthwith on written notice to the Client if:

12.1.1 The Client is in breach of its obligations under these Terms & Conditions of Business and fails to remedy such breach with 14 days after receipt of notice in writing from Nova requiring remedy.

12.1.2 The Client fails, suspends, threatens to suspend or is unable to pay its debts as they fall due.

12.1.3 The Client is adjudicated bankrupt or insolvent or petitions for relief under any bankruptcy, insolvency, reorganization, receivership, liquidation, compromise or other arrangement or a charge or order or application is made for the winding up of the Client.

12.1.4 The Client fails to issue any instructions or adequate instructions required for the Services.

12.1.5 Any circumstances beyond the control of Nova that necessitate termination of the Services arise for whatever reason whatsoever. 

12.2 Nova reserve the right to void any enquiry or instruction, if after an appropriate period of time as determined by Nova, no work has been carried out and no further instructions provided. In such circumstances, Nova also reserves the right to work for any other party in relation to the same subject matter as that enquiry or those instructions.

12.3 In the event of termination:

12.3.1. Nova shall retain any sums already paid to it by the Client to the aggregate quantum of any invoices already rendered and/or work done having been ordered by the Client but not yet invoiced, and any balance should be returned to the Client within a reasonable time.

12.3.2 Nova shall be entitled to recover from the Client all amounts due and owing as at the date of termination including, without limitation, the full cost of demobilisation of Fee Earners plus any disbursements paid or irrevocably due, having been ordered on the Client’s behalf. 

13. Governing Law and Jurisdiction 

These Terms & Conditions of Business shall be governed by and construed in accordance with the laws of the Hong Kong Special Administrative Region of the People’s Republic of China ("Hong Kong"). Any disputes or claims arising out of or in connection with these Terms and Conditions, or any transactions entered into under them, shall be submitted to the courts of Hong Kong, and the parties hereby consent to the exclusive jurisdiction of the Hong Kong courts.