1. Scope and Acceptance
1.1 These terms govern every quotation, order, invoice and engagement between Novalyft Solutions S.A.R.L. (“Novalyft”) and the client, and form part of each of them.
1.2 The client's acceptance of a quotation — by signature, by written confirmation, or by payment of the deposit — constitutes acceptance of these terms.
1.3 Where a signed agreement between the parties addresses a matter differently, that agreement prevails on that matter. The client's own standard purchase terms do not apply unless Novalyft has accepted them in writing in advance.
2. Quotations and Validity
2.1 A quotation is valid for the period stated on it. After that period Novalyft may re-quote.
2.2 The quotation is the commercial record of the engagement. It carries the full agreed price, the deliverables, and the payment schedule.
2.3 Anything not stated in the quotation is not included.
3. Prices, Taxes and Currency
3.1 Prices are quoted and invoiced in United States dollars unless the quotation states otherwise.
3.2 Prices are exclusive of any tax, duty, levy or withholding applicable in the client's jurisdiction. Where such an amount is imposed, it is the client's responsibility, and any amount withheld at source is grossed up so that Novalyft receives the invoiced sum in full.
3.3 Payment is made by the methods stated on the invoice.
4. Payment
4.1 Invoices are due on issue unless a credit period is stated on the invoice or the order.
4.2 Fixed-price engagements are billed against milestones, not dates. Each tranche is invoiced when its milestone is reached, and the milestone percentages are those stated on the quotation.
4.3 The first tranche is a deposit, invoiced on order confirmation. Delivery begins when the deposit is received, unless Novalyft agrees otherwise in writing.
4.4 Recurring services — support contracts, hosting, domains and subscriptions — are billed in advance for the period.
4.5 Consumption-based charges are billed monthly in arrears against the supplier's actual figures.
4.6 A posted invoice is not amended. A correction is issued as a credit note; additional scope is invoiced separately.
5. Late Payment
5.1 Where an invoice is more than thirty (30) days overdue, Novalyft may suspend work, withhold deliverables, and suspend hosting or support services, on written notice and without liability for the consequences of that suspension.
5.2 Work resumes once the overdue amount is settled. Any timeline commitment is extended by the period of suspension.
6. Change Requests and Scope
6.1 A change to agreed scope after kickoff that exceeds 10% of the original estimated hours is handled as a change request, quoted in writing and approved by the client in writing before it is executed.
6.2 A change request is added to the existing order. Where the addition is a separately scoped deliverable, or exceeds 20% of the original order value, it is raised as a separate order.
6.3 Work beyond the caps stated in the quotation is quoted and approved in the same way, and is invoiced when approved rather than at completion.
6.4 On website engagements, design and motion iterate to an agreed lock before development begins. Two rounds of revision are included project-wide. A change of direction after the lock is a change request.
7. Delivery, Timelines and Client Responsibilities
7.1 Timeline commitments apply only to delays within Novalyft's control. They do not apply to delays caused by the client, client-initiated scope change, force majeure, platform issues at a third-party vendor, or dependencies on third-party systems.
7.2 The client will: nominate a project owner with authority to decide; respond to decisions and approvals within 48 hours during delivery; and provide content and data in usable form. Data cleaning before migration is the client's responsibility and is quotable separately.
7.3 Where Novalyft misses a timeline commitment for a reason within its control, the remedy is additional support hours as stated in the quotation. This is the client's sole remedy for delay.
7.4 Novalyft will use reasonable skill and care to deliver on the agreed schedule. Its obligations are obligations of means, not of result.
8. Acceptance and Warranty
8.1 A warranty period runs from go-live or launch, for the duration stated in the quotation.
8.2 During the warranty period Novalyft corrects, at no charge, defects in what it delivered against the agreed scope.
8.3 The warranty does not cover: changes of requirement; new features; damage caused by modifications made by the client or a third party; failures in third-party platforms, services or integrations; or content and data supplied by the client.
8.4 A claim under the warranty is notified in writing within the warranty period.
9. Support and Maintenance
9.1 Support after the warranty period is provided under a support contract. Without one, work is quoted and billed as it arises.
9.2 Under a support contract, included hours are monthly and roll over one month only. Work beyond the monthly allocation requires the client's written approval before execution and is billed at the contract's overage rate.
9.3 Support contracts exclude major customisation, new module or feature development, integration setup after go-live, data migration or major data cleanup, redesigns, and training of new employees beyond refresher sessions. These are quoted separately.
9.4 Upgrades take effect at any month boundary, prorated. Downgrades take effect once per year on thirty days' written notice.
9.5 Travel costs for onsite attendance — flights, accommodation and ground transport — are not included in any contract and are billed at cost.
10. Third-Party Costs, Licences and Hosting
10.1 Third-party licences, subscriptions and services purchased on the client's behalf are rebilled at cost, at the amount actually paid, in United States dollars at the rate applying on the date of payment.
10.2 Where Novalyft purchases on the client's behalf, the client settles the amount before Novalyft places the order, unless agreed otherwise in writing.
10.3 Hosting is billed from the date the service is delivered. Hosting and domain services renew annually and are invoiced in advance.
10.4 Where the client does not renew, or does not pay a renewal, the service lapses on its expiry date. Novalyft is not responsible for loss of service, data or a domain registration that follows.
10.5 Where an account with a third-party platform — an app store, a hosting provider, a domain registrar — is held in the client's name, the client is responsible for keeping it current. Where it is held in Novalyft's name, Novalyft is.
11. Intellectual Property
11.1 Ownership of the deliverables passes to the client on final payment of all sums due under the engagement. Until then, Novalyft retains all rights in them.
11.2 Novalyft retains ownership of its reusable components, libraries, tools, frameworks and know-how, including anything of that kind incorporated into a deliverable, and grants the client a perpetual, non-exclusive, non-transferable licence to use them as part of the deliverable.
11.3 Third-party and open-source components remain subject to their own licences.
11.4 Novalyft may identify the client and display the work in its portfolio, in proposals, and on its website and channels. The client may withdraw this permission by written notice given within thirty (30) days of go-live; after that period the permission continues for the life of the work. Material already published or distributed before a withdrawal notice need not be recalled.
11.5 The client warrants that content, data and materials it supplies do not infringe the rights of a third party, and indemnifies Novalyft against claims that they do.
12. Confidentiality
12.1 Each party keeps the other's non-public information confidential, uses it only for the engagement, and does not disclose it without consent.
12.2 This does not apply to information that is public other than by breach, was already known, or must be disclosed by law.
12.3 This obligation survives the engagement by three years.
13. Subcontracting
13.1 Novalyft may use subcontractors and remains responsible for their work and for their confidentiality obligations.
14. Cancellation and Suspension
14.1 Where the client cancels after the deposit, the deposit is retained to the extent of the work performed and any balance is credited.
14.2 Where the client cancels after further tranches, amounts invoiced for milestones already reached remain payable.
14.3 Either party may terminate for a material breach not remedied within thirty days of written notice.
14.4 On termination, sums due for work performed become payable, and clauses 11, 12, 15 and 17 survive.
15. Liability
15.1 Novalyft's total liability under or in connection with an engagement is limited to the fees actually paid by the client under that engagement.
15.2 Novalyft is not liable for indirect or consequential loss, including loss of profit, revenue, business, goodwill, anticipated savings, or loss or corruption of data.
15.3 Nothing in these terms limits liability that cannot be limited under Lebanese law.
15.4 A claim is notified in writing within thirty days of the client becoming aware of the circumstances giving rise to it.
16. Force Majeure
16.1 Neither party is liable for a failure to perform caused by an event beyond its reasonable control, including power or telecommunications failure, internet or third-party platform outage, civil unrest, government action, natural disaster or epidemic. Payment obligations already accrued are not suspended.
17. Governing Law and Jurisdiction
17.1 These terms and every engagement under them are governed by the laws of Lebanon.
17.2 The courts of Beirut have exclusive jurisdiction over any dispute.
18. Changes to These Terms
18.1 Novalyft may issue a new version of these terms. The version in force for a quotation, order or invoice is the version in effect on the date of that document. A new version does not change the terms of an engagement already accepted.
19. Company & Contact Information
Novalyft Solutions S.A.R.L.
Email: info@novalyftsolutions.com
Address: Broadway Center, 7th Floor, Hamra Street, Beirut, Lebanon
Novalyft Solutions S.A.R.L. · Beirut, Lebanon · Version 1.0 · Effective 6 September 2026