Terms of service

Last updated: 1 October 2026 · Version 1.1

These terms apply to all services provided by Novagenta LLC ("Novagenta", "we") to business customers ("Client", "you"). A signed quote or order confirmation that refers to these terms forms the contract. Where a quote and these terms differ, the quote prevails.

1. Who we work with

• Our services are offered to businesses and professionals only, not to consumers.
• By ordering, you confirm that you are acting in the course of a business and have the authority to bind the company you order for. Where the location of your business affects invoicing or tax treatment, we confirm the applicable arrangement in the quote before work starts.
• We may decline any engagement at our discretion before a quote is accepted.

2. Quotes, scope and changes

• Every engagement starts with a written quote stating scope, deliverables, price and timeline. Quotes are valid for 30 days unless stated otherwise.
• Prices on the website are anchors for typical engagements; only the quote is binding.
• Changes to scope after acceptance are agreed in writing (email is sufficient) with any effect on price and timeline stated before the change is made.
• Timelines assume you provide source material, access and feedback on time. Delays on your side move the delivery date accordingly.

3. Prices, invoicing and payment

• All prices are in euros (EUR) and exclude VAT and any other applicable taxes.
• Reverse charge: Novagenta LLC is not established for VAT purposes in the EU. For business customers in the EU, VAT is generally accounted for by the customer under the reverse-charge mechanism (Article 44 and 196 of Directive 2006/112/EC); please provide a valid VAT identification number. Customers elsewhere are responsible for any import VAT, withholding or similar taxes in their country.
• Fixed-scope engagements: 50% on acceptance, 50% on delivery, unless the quote says otherwise. Translation work under €1,000 and subscription services (care plans, compliance reminders) are invoiced in advance.
• Payment by bank transfer within 14 days of the invoice date. Late payments accrue statutory interest, and we may pause work until the account is settled.
• Bank charges for international transfers are borne by the payer.

4. Your obligations

• Provide accurate source material, glossaries, reference files and access in a timely manner.
• Confirm that you have the right to share the material you send us and that it does not contain personal data beyond what is necessary. If it does, we sign a data processing agreement first.
• Review deliverables and report any defects within 14 days of delivery. After that, deliverables are deemed accepted.

5. AI use and human verification

• Our services make use of artificial-intelligence systems (large language models, machine translation, automation tools). Where AI generates or materially shapes a deliverable, we disclose which steps were AI-assisted, in line with Article 50 of the EU AI Act.
• Translation deliverables are verified by a qualified human translator before release. Automations and assistants are tested on synthetic or anonymised data and approved by you before they process live data.
• You remain responsible for how you use AI outputs in your own products, publications and decisions, and for complying with laws that apply to your business.
• We do not permit AI providers to train on your content, and we use zero-retention or EU-region endpoints where available or where you require it.

6. The US LLC service is not legal or tax advice

Our US LLC setup services consist of process guidance, document preparation support and reminders based on first-hand experience. Novagenta is not a law firm, accounting firm or registered agent, and no attorney–client or accountant–client relationship arises. Statutory filings are made by you or by the registered agent you appoint. For questions of law or tax, in the US or in your home country, you must consult a qualified adviser, and we will tell you when we believe a question needs one.

7. Intellectual property

• On full payment, you own the deliverables created specifically for you: translations, documentation, configurations, prompts and code written for your project.
• We retain ownership of our pre-existing tools, templates, methods and know-how, and grant you a perpetual, non-exclusive licence to use them as part of the deliverables.
• Translation memories and termbases built from your content belong to you; we may keep a copy only if you ask us to maintain them.
• Third-party software and AI services remain subject to their own licences.

8. Confidentiality and data protection

We treat all non-public material you share as confidential, use it only for the engagement, and share it only with subcontractors bound by equivalent obligations. Personal data is handled as set out in our privacy policy; a data processing agreement with standard contractual clauses is available for any engagement that involves personal data.

9. Warranties and liability

• We perform services with reasonable professional skill and care and in line with the agreed scope. Defects reported within the acceptance period are corrected free of charge; if correction fails twice, you may reduce the price proportionately.
• Beyond that, deliverables are provided "as is". We do not warrant that automations or AI systems will be error-free, that a translation is suitable for regulatory filing unless expressly agreed, or that any US authority or payment provider will approve an application.
• Liability cap: our total liability arising from an engagement, whether in contract, tort or otherwise, is limited to the fees paid by you for that engagement in the twelve months before the claim. We are not liable for indirect or consequential loss, lost profit, lost data or business interruption.
• Nothing in these terms limits liability for fraud, wilful misconduct or any liability that cannot be limited by law.

10. Cancellation

• Fixed-scope work: you may cancel in writing at any time; work performed to date plus non-recoverable costs are invoiced, and the deposit is credited.
• Subscriptions (care plans, compliance reminders): monthly plans may be cancelled with 30 days' notice; annual plans run to the end of the paid period.
• Either party may terminate immediately for a material breach that is not cured within 14 days of written notice.

11. Governing law and disputes

These terms are governed by the laws of the State of Wyoming, USA, excluding its conflict-of-law rules. The parties will first try to settle any dispute amicably within 30 days. Failing that, the courts of Wyoming have jurisdiction, provided that Novagenta may also bring a claim for unpaid fees in the courts of the Client's seat. Mandatory provisions of the law of the Client's country that cannot be excluded remain unaffected.

12. General

• Written form includes email. Notices to us go to hello@novagenta.com.
• If a provision is invalid, the rest remains in force and the invalid provision is replaced by one that comes closest to its intent.
• We may update these terms; the version in force when a quote is accepted applies to that engagement.