TERMS AND CONDITIONS FOR THE SUPPLY OF GOODS AND SERVICES

1. Scope of Application

These Terms and Conditions for the Supply of Goods and Services (“Terms”) apply to all customers who purchase products, use services, or conduct transactions with NOVA AI Solutions through its official website, authorized sales channels, or pursuant to agreements executed between the parties.

By placing an order, registering for a service, or making a payment, the customer acknowledges that they have read, understood, and agreed to be bound by these Terms.

Transaction Parties and Governing Principles

For the purposes of these Terms, NOVA AI Solutions refers to the legal entity whose corporate information is published on the Company’s official website. Before entering into any transaction, customers are responsible for verifying the identity of the contracting entity, official sales channels, and authorized payment accounts of NOVA AI Solutions.

For online transactions, customers shall be provided with the opportunity to review, save, and separately confirm their acceptance of these Terms before submitting an offer to enter into a transaction. NOVA AI Solutions reserves the right to retain records of the applicable version of these Terms, together with the date, time, and method of the customer’s acceptance, as evidence of the transaction.

Where the customer is a consumer, these Terms shall not exclude or limit any mandatory consumer rights provided under applicable law. Where the customer is an organization or business entity, the allocation of rights, obligations, and liabilities shall be governed by the executed agreement, quotation, and other transaction documents mutually confirmed by the parties.

2. Products and Services

NOVA AI Solutions provides products and services including, but not limited to:

  • AI-powered smart devices.
  • AI technology gifts for businesses.
  • Website and mobile application design and development.
  • QR Ordering systems and digital transformation platforms.
  • Custom software development services.
  • AI integration services for existing systems.

3. Order Acceptance Conditions

An order or service request shall be considered valid only when all of the following conditions are satisfied:

  • The customer provides complete and accurate contact information.
  • Both parties agree on the scope of work, products, or solutions to be provided.
  • The customer completes the required payment or deposit, where applicable.
  • The order does not fall within any category prohibited or restricted by applicable law.

NOVA AI Solutions reserves the right to refuse to provide products or services if any inaccurate information, fraudulent activity, or violation of applicable laws is identified.

Order Confirmation

Any automated notification acknowledging receipt of an inquiry or order (if applicable) shall not constitute acceptance of the transaction by NOVA AI Solutions.

An order shall be deemed accepted only after NOVA AI Solutions has issued a written confirmation by letter, email, or other electronic means, and the customer has fulfilled the agreed deposit or payment obligations.

If, prior to confirming the order, NOVA AI Solutions discovers any obvious error relating to pricing, product configuration, quantity, inventory availability, or technical specifications, the Company shall promptly notify the customer so that the customer may either:

  • confirm the order based on the corrected information; or
  • cancel the transaction and receive a refund of any corresponding amount already paid.

The customer represents and warrants that it has all necessary rights, authority, and authorization to provide the information, documents, data, and implementation requirements submitted to NOVA AI Solutions, and shall be solely responsible for the legality, accuracy, completeness, and authenticity of all materials provided.

4. Product Supply Conditions

For physical products:

  • Products shall be supplied in accordance with the specifications, descriptions, or quotations confirmed by NOVA AI Solutions.
  • Product colors and external appearance may vary slightly due to display settings, lighting conditions, or manufacturing batches.
  • Certain features may be modified or updated to improve product performance, provided that the primary functions remain substantially unchanged.
  • For AI products utilizing third-party large language models or AI platforms, system responses and performance may vary as such technologies are updated by their respective providers.

Delivery, Inspection, Transfer of Title and Risk

Title to physical products shall transfer to the customer only after NOVA AI Solutions has received full payment of all amounts due, unless otherwise agreed in writing. The risk of loss or damage shall pass to the customer when the products are delivered to the customer, the customer’s designated recipient, the carrier, or any other authorized receiving party, unless otherwise required by applicable law or agreed by the parties.

Customers are encouraged to inspect the quantity, packaging condition, external appearance, and included accessories immediately upon delivery. Any defects or shortages that can reasonably be identified through ordinary inspection should be reported, together with supporting evidence, within one (1) to three (3) business days from the date of receipt. Such evidence should include, where applicable, a video recording showing the external condition of the package before opening and the complete unpacking process. This inspection period shall not affect the customer’s rights relating to latent defects, warranty claims, or any other mandatory rights provided under applicable law.

Returns, exchanges, and warranty services shall be governed by the specific policies published for each product before purchase. Customized products, specially configured products, activated software licenses, and services that have already commenced are not eligible for return or exchange due to a change of customer preference, unless the issue results from the fault of NOVA AI Solutions, a separate written agreement, or otherwise required by applicable law.

5. Service Provision Conditions

For software development services and AI solutions:

  • The implementation schedule shall be governed by the accepted quotation or executed agreement.
  • Customers are responsible for providing all documents, data, information, and resources necessary for implementation.
  • If the customer delays providing required information or modifies the project requirements during implementation, the project timeline may be adjusted accordingly.
  • Any work requested outside the originally agreed scope shall be subject to a separate quotation and shall only be performed upon the customer’s approval.

Change Requests and Implementation Dependencies

Any change relating to the project scope, features, user interface, system configuration, data, integrations, implementation location, or project schedule shall be documented through a formal Change Request and confirmed by both parties with respect to cost, timeline, and implementation conditions before such changes are carried out.

If the customer delays providing data, feedback, system access, approvals, or other required resources, NOVA AI Solutions shall be entitled to extend the implementation schedule by the corresponding delay period together with a reasonable period required to reallocate project resources.

Third-party services, including but not limited to domain names, web hosting, application stores, payment gateways, APIs, AI models, cloud services, and telecommunications services, shall be governed by the respective terms, conditions, and limitations imposed by those providers. Changes made by such third parties may require corresponding adjustments to the technical solution, implementation schedule, or project cost, subject to prior notice and mutual agreement.

Conditions for the Use of AI Products and AI-Generated Outputs

Outputs generated by AI are probabilistic in nature and may be incomplete, inaccurate, or unsuitable for specific circumstances. Customers are responsible for conducting appropriate human review and verification before relying on AI-generated outputs for decision-making or disclosure to any third party.

AI products provided by NOVA AI Solutions are not intended to replace professional medical, legal, financial, or other professional advice. Customers shall not use the products or services to infringe upon the rights of any individual or organization, generate unlawful content, circumvent or disable safety mechanisms, or engage in any activity prohibited by applicable law.

Customers are responsible for complying with all applicable warnings, user instructions, human oversight requirements, and any legal obligations relating to transparency, identification, disclosure, or labeling of AI-generated content where required by applicable law.

6. Delivery and Acceptance

Delivery shall be deemed completed upon the occurrence of any of the following events:

  • The customer formally accepts the deliverables.
  • The products or services have been delivered in accordance with the agreed scope.
  • The system has been deployed and put into operation as evidenced by an acceptance record, deployment report, or written email confirmation.
  • The customer fails to provide comments regarding defects or deficiencies within the agreed response period.

Unless otherwise specified in the applicable agreement or quotation, the customer shall have three (3) business days from the date of delivery to inspect the deliverables and submit a consolidated list of items that do not satisfy the mutually agreed acceptance criteria.

If the customer fails to provide such feedback within the foregoing period, or if the customer has commenced commercial use of the product or service, the delivered portion shall be deemed accepted, except for latent defects that could not reasonably have been discovered through ordinary inspection.

Minor defects or deficiencies that do not materially affect the core functionality, performance, or operation of the product or service shall not constitute grounds for delaying acceptance of the entire deliverable. NOVA AI Solutions shall remedy such issues within a reasonable period.

The number of revision rounds, post-acceptance warranty scope, and support period shall be governed by the applicable agreement or quotation. Requests exceeding the agreed scope shall be treated as Change Requests and may be subject to additional fees.

7. Refusal or Suspension of Services

NOVA AI Solutions reserves the right to refuse or suspend the provision of products or services under any of the following circumstances:

  • The customer fails to fulfill its payment obligations.
  • The customer uses the products or services for unlawful purposes.
  • The customer provides false, inaccurate, or misleading information that adversely affects the implementation process.
  • A force majeure event occurs, including but not limited to natural disasters, war, epidemics, infrastructure failures, service provider outages, or other circumstances beyond the reasonable control of NOVA AI Solutions.

Suspension Procedures and Force Majeure

Except where immediate action is required to protect system security, operational integrity, legal compliance, or to prevent imminent damage or loss, NOVA AI Solutions shall provide notice to the customer and grant a reasonable period for remediation before suspending the relevant services.

Services may be restored once the cause of suspension has been remedied and the customer has fulfilled all outstanding obligations. Any restoration costs or additional expenses incurred in connection with such reinstatement shall only be charged where previously agreed upon or properly notified to the customer.

A party affected by a Force Majeure Event shall notify the other party within a reasonable period and shall take commercially reasonable measures to mitigate any resulting damage or disruption.

The implementation schedule and performance obligations of the affected party shall be extended for a period corresponding to the duration of the Force Majeure Event and any reasonable recovery period required thereafter.

Notwithstanding the occurrence of a Force Majeure Event, the customer shall remain responsible for payment of:

  • Services already performed;
  • Deliverables already completed;
  • Reasonable non-cancellable costs incurred prior to the occurrence of the Force Majeure Event.

8. Limitation of Liability

NOVA AI Solutions shall not be liable for any loss or damage arising from:

  • The customer’s use of products or services contrary to the provided instructions or documentation.
  • Inaccurate, incomplete, or misleading data supplied by the customer.
  • Failures of Internet infrastructure, customer-owned equipment, or third-party services.
  • Changes, interruptions, limitations, or service disruptions resulting from third-party AI platforms, APIs, or related services.

Scope and Limitation of Liability

To the fullest extent permitted by applicable law, NOVA AI Solutions shall not be liable for any indirect, incidental, consequential, special, or punitive damages, including but not limited to loss of profits, loss of revenue, loss of business opportunities, or loss of data resulting from the customer’s failure to perform backup obligations as required by instructions or contractual agreements.

To the fullest extent permitted by applicable law, the aggregate liability of NOVA AI Solutions arising out of or relating to any single transaction shall not exceed the total amount actually paid by the customer for the specific product or service giving rise to the claim. This limitation shall not apply to liabilities that cannot legally be excluded or limited under applicable law.

The customer shall take all reasonable measures to mitigate any potential loss or damage, including protecting login credentials, maintaining updated systems and devices, and performing regular data backups in accordance with applicable instructions or contractual agreements.

Intellectual Property Rights and License

NOVA AI Solutions and its licensors shall retain all ownership rights, title, and interest in and to all underlying technologies, platforms, pre-existing source code, core source code, algorithms, AI models, software libraries, design templates, development tools, methodologies, technical documentation, know-how, and any generally applicable improvements, unless otherwise expressly transferred under a separate written agreement.

Upon full payment of all applicable fees, the customer is granted a non-exclusive, non-transferable, and non-sublicensable license to use the products or services solely within the scope, number of authorized users, term, and purposes specified in the applicable agreement or quotation.

Unless expressly agreed otherwise in writing, source code, system administrator accounts, and any rights to reproduce, distribute, or commercially exploit the products or services shall not form part of the deliverables.

The customer shall retain ownership of all lawful data, content, and materials supplied by the customer. The customer grants NOVA AI Solutions a limited right to use such materials solely to the extent necessary for the implementation, maintenance, support, and operation of the agreed services.

Upon acceptance of the products or services and the expiration of the applicable warranty, maintenance, or support period, the customer shall be solely responsible for the operation, administration, security, maintenance, and use of the delivered systems and associated data. NOVA AI Solutions shall not be liable for any incidents, losses, or damages resulting from the customer’s actions, third-party activities, misuse, unauthorized modifications, or alterations made after delivery, except where such damages arise directly from the fault of NOVA AI Solutions or where otherwise required by applicable law.

Where the customer is an organization or business entity, the customer shall indemnify and hold harmless NOVA AI Solutions against any third-party claims arising from the customer’s data, content, instructions, or unlawful use of the products or services, except to the extent such claims result from the fault of NOVA AI Solutions.

Data Protection and Account Security

The collection and processing of personal data shall be governed by the NOVA AI Solutions Privacy Policy, any applicable Data Processing Agreement (if any), and relevant laws and regulations. The customer is responsible for ensuring that it has a lawful basis, all required notices, and all necessary consents for any personal data submitted to or processed through the systems provided by NOVA AI Solutions.

NOVA AI Solutions implements reasonable technical and organizational measures to protect customer data. However, no information system can guarantee absolute security. Customers are responsible for safeguarding their login credentials, assigning appropriate user access permissions, and promptly notifying NOVA AI Solutions upon becoming aware of any unauthorized access or security incident.

The retention, export, return, or deletion of customer data following the expiration or termination of the services shall be governed by the applicable agreement and the NOVA AI Solutions Privacy Policy. NOVA AI Solutions may retain certain data where required by applicable law or where reasonably necessary to fulfill contractual obligations, resolve complaints, or handle disputes.

Confidentiality and Termination

Each party shall keep confidential all non-public technical information, business information, data, and documentation received from the other party. Such confidential information shall be used solely for the purposes of performing the transaction and shall only be disclosed to individuals who have a legitimate need to know or where disclosure is required by applicable law or a competent governmental authority.

NOVA AI Solutions reserves the right to terminate the transaction if the customer commits a material breach of these Terms and fails to remedy such breach within seven (7) business days after receiving written notice, or immediately where continued performance may result in violations of applicable law, compromise system security, or cause significant damage.

Upon termination, the customer shall remain responsible for paying for all completed work, services already rendered, and any reasonable non-cancellable costs incurred prior to the effective date of termination.

The provisions relating to payment obligations, intellectual property rights, confidentiality, data protection, limitation of liability, and dispute resolution shall survive the termination or expiration of the transaction to the extent required by their nature.

9. Effectiveness

These Terms and Conditions for the Supply of Goods and Services shall become effective on the date they are published on the official website of NOVA AI Solutions.

NOVA AI Solutions reserves the right to amend or update these Terms at any time to comply with applicable laws or to reflect changes in its business operations without prior notice. The most current version shall always be published on the official website.

Any material amendments shall apply only to transactions entered into after the date on which such amendments are published. For agreements already in effect, amendments shall apply only where mutually agreed by the parties or where required by applicable law. In such cases, NOVA AI Solutions shall notify the customer through an appropriate communication method.

NOVA AI Solutions shall maintain records of the effective date and version of the Terms accepted by the customer as evidence of the transaction.

10. Order of Precedence and Dispute Resolution

In the event of any inconsistency among the transaction documents, the following order of precedence shall apply:

  1. The executed agreement;
  2. Any appendices or the agreed Statement of Work (SOW);
  3. The confirmed quotation;
  4. The specific policies applicable to the relevant product or service;
  5. These Terms and Conditions for the Supply of Goods and Services; and
  6. The general information published on the official website.

These Terms and all transactions arising hereunder shall be governed by and construed in accordance with the laws of the Socialist Republic of Vietnam.

Any dispute arising out of or relating to these Terms or any transaction between the parties shall first be resolved through good-faith negotiations.

If the parties are unable to resolve the dispute through negotiation, either party may submit the dispute to a competent court or other competent authority in accordance with applicable law.

Nothing in this Section shall limit or prejudice any statutory rights of consumers, including their right to choose any dispute resolution mechanism available under applicable consumer protection laws.