Nova Connect — Terms of Service

These Terms of Service ("Terms") govern your ("you") access to and use of the Nova Connect platform and related services (the "Services") operated by Nova Legal Ltd ("Nova", "we", "us", "our"). Nova Connect matches Businesses with vetted, independent specialist lawyers for project-based legal work. By submitting the intake form or otherwise using the Services, you agree to these Terms. Nova is not a law firm, is not an employment agency or employment business, and does not employ, pay, or supervise Specialist Lawyers.

PLEASE READ THESE TERMS CAREFULLY. THEY INCLUDE IMPORTANT INFORMATION ABOUT YOUR LEGAL RIGHTS, INCLUDING DISCLAIMERS REGARDING THE VALIDATION-PHASE AND BETA NATURE OF THE SERVICES AND LIMITATIONS ON OUR LIABILITY.

1. Definitions

• "Agreed Day Rate"means the daily rate of remuneration agreed between the Business and the Specialist Lawyer for the provision of the Specialist Lawyer's services, applicable once Engagements go live beyond the validation phase.
• "Specialist Lawyer" means an individual user seeking professional engagements through the Services.
• "Business" means a business user seeking to engage Specialist Lawyers for professional services through the Services.
• "Engagement" means any contract, assignment or engagement between a Business (or its affiliate) and a Specialist Lawyer within 12 months of an Introduction.
• "Service Fee" means the fee payable by the Business to Nova, calculated as 10% of the Agreed Day Rate for the duration of the Engagement.
• "Umbrella Company" means an independent, accredited employment business (e.g., Parasol) that employs Specialist Lawyers on PAYE and supplies their services to Businesses.
• "User" means any user of the Services, including Businesses and Specialist Lawyers.
• "User Content" means all data, information, text, and other materials submitted to the Services by a User, including CVs, job descriptions, and profile information.

2. The Services and Validation/BETA Disclaimer

2.1The Services use proprietary artificial intelligence ("AI") algorithms to match Specialist Lawyers with potential Engagements offered by Businesses.

2.2 Validation & BETA Service:You acknowledge that the Services are currently in a validation phase and are provided on a "BETA" basis, still undergoing development. The Services, including their commercial model, may contain bugs or errors and may change materially without notice.

2.3 Licence: We grant you a limited, non-exclusive, non-transferable, revocable licence to use the Services for your internal business purposes (if you are a Business) or professional purposes (if you are a Specialist Lawyer).

2.4 Global Scope: Nova Connect operates internationally. Users are responsible for ensuring compliance with applicable tax and employment laws in their jurisdiction. Where Specialist Lawyers are based outside the UK, they are not subject to UK PAYE or IR35, and Businesses are responsible for their own local compliance obligations.

3. Intake and User Accounts

3.1 Users must provide accurate, current information when submitting the intake form or, once accounts are introduced, registering for an account.

3.2 Users are responsible for maintaining account confidentiality and are liable for all activity under their account.

3.3 We may suspend or terminate accounts that breach these Terms or are used fraudulently.

4. Fees and Payment — not yet applicable

No fees are currently charged. This section describes the fee structure intended to apply once Nova Connect exits the validation phase and live Engagements begin.

5. Umbrella Option — not yet applicable

No Engagements are currently live. This section describes how umbrella arrangements are intended to work once Engagements begin.

6. Use of AI and User Content

6.1 The Services use AI to analyse User Content such as CVs and job descriptions to generate matches.

6.2 You grant us a worldwide, non-exclusive, royalty-free licence to use, copy, reproduce, process, adapt, modify, and display your User Content for the purposes of operating, providing, and improving the Services, including for training and refining our AI models. Where your User Content includes personal data, we will anonymise or pseudonymise such data before using it for model training or analytics, in accordance with applicable data protection laws and our Privacy Policy. We will process any personal data contained within User Content in accordance with our Privacy Policy.

6.3 AI outputs are advisory only; Nova does not guarantee accuracy or suitability. Users must independently verify matches and information before engagement.

7. User Obligations

7.1 You are responsible for your User Content and your use of the Services.

7.2 You warrant that you have all necessary rights, licences, and consents to submit your User Content and that your User Content does not infringe the Intellectual Property Rights or other rights of any third party.

7.3 You agree not to use the Services to: (a) upload or transmit any material that is unlawful, defamatory, or discriminatory; (b) violate any applicable laws or regulations; or (c) attempt to gain unauthorised access to the Services or our systems.

8. Intellectual Property

Nova and its licensors own all Intellectual Property Rights in the Services, including software, algorithms, and AI models. Users retain ownership of their User Content subject to the licence in Clause 6.2.

9. Disclaimers and Limitation of Liability

9.1 AS-IS Basis:The Services are provided "AS IS" and "AS AVAILABLE" without any warranties of any kind, whether express or implied. Due to the validation-phase and BETA nature of the Services, we expressly disclaim any warranties of merchantability, fitness for a particular purpose, and non-infringement.

9.2 We are not a party to any agreement or engagement formed between a Business and a Specialist Lawyer. We are not responsible for the performance or conduct of any User.

9.3 Nothing in these Terms limits or excludes our liability for: (a) death or personal injury caused by our negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot be limited or excluded by applicable law.

9.4 Subject to Clause 9.3, we shall not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, loss of business, or any indirect or consequential loss arising under or in connection with these Terms.

9.5 Our total aggregate liability to you for all other losses arising under or in connection with these Terms, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to the greater of £500 or the total Service Fees paid by you in the 12 months preceding the event giving rise to the claim.

9.6 Each User shall indemnify, defend, and hold harmless Nova, its affiliates, and personnel against any and all claims, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to (a) any User Content submitted by the User; (b) any breach of these Terms; or (c) any engagement or transaction between a Business and a Specialist Lawyer facilitated through the Services.

10. Termination

Nova may suspend or terminate access for breach or misuse. Users may delete accounts at any time. Clauses 4, 5, 6, 8, and 9 survive termination.

11. Off-Payroll Working (IR35) Disclaimer — not yet applicable

Nova does not act as the fee-payer under the UK Off-Payroll Working Rules (IR35). This section is not yet applicable during the validation phase, before Engagements are live.

12. Entire Agreement

These Terms constitute the entire agreement between you and us regarding the Services and supersede all prior agreements and understandings.

13. Governing Law and Jurisdiction

These Terms and any disputes arising from them are governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction.

Contact

Contact: connect@nova-law.com.