Nova Website

1. BASIC UNDERSTANDING

1.1 In these Terms of Service (the “Terms”), any reference to “Nova” shall mean any applicable company within NGlobal Holding AB, reg. no. 559240-0864, C/O Talent Venture Group AB, Postbox 3053, 103 61 Stockholm, Sweden, and its subsidiaries:

(a) Nova Talent AB, reg. no. 559152-1603, Sweden;

(b) Nova Global Italy S.r.l., MI – 2609948, Italy; and

1.2 These Nova B2B Terms of Service (“Terms”) govern the provision of professional services by Nova to the corporate client identified in an applicable Order Form or Statement of Work (“SOW”) (the “Client”). Together, these Terms and any applicable SOW are referred to as the “Agreement”.

1.3 The Agreement sets out the general conditions under which Nova may provide the Client with services related to the identification, attraction, evaluation and engagement of talent, as well as employer branding and advisory services.

1.4 Each specific project or engagement will be described in an Order Form or SOW, which will specify, among others:

Service modality (e.g. Headhunting, RPO, Event, Sponsorship, Assessment, Advisory)
Scope and deliverables
Duration and dedication (if applicable)
Fees, billing model and payment terms
Any additional service-specific conditions

Each SOW forms an integral part of the Agreement and is governed by these Terms. In case of conflict, the SOW prevails over these Terms.

1.5 Unless explicitly stated in the SOW, the Agreement does not grant exclusivity to either Party.

2. CLIENT RESPONSIBILITIES AND COOPERATION

2.1 Duty of Cooperation

The Client acknowledges that its active and timely cooperation is essential. The Client shall, among others:

Provide accurate and complete information on roles, requirements and context
Ensure access to relevant stakeholders and hiring managers
Provide timely feedback on candidates, deliverables and proposals
Promptly inform Nova of any hire or decision relevant to the Services

2.2 Consequences of Lack of Cooperation

Nova shall not be liable for delays, underperformance or reduced effectiveness of the Services caused by:

Lack of information or feedback
Unavailability of key stakeholders
Changes in internal priorities not communicated in time

Where this significantly impacts the project, Nova may reasonably propose adjustments to timelines, scope or fees.

3. FEES AND PAYMENT TERMS

3.1 Fees

The applicable fees (retainers, fixed fees, day rates, success fees, event fees, sponsorship fees, per-assessment fees, etc.) shall be set out in each SOW.

3.2 Invoicing

Unless otherwise specified in the SOW:

Retainer / subscription / RPO fees are invoiced monthly in advance.
Project-based or milestone-based fees are invoiced upon completion of the corresponding milestone.
Success fees linked to hires are invoiced upon verbal or written confirmation of hire.
Event and sponsorship fees are invoiced before the event / sponsorship.

3.3 Payment Terms

Invoices are payable within fifteen (15) calendar days from the date of issuance, unless the SOW states a different deadline.

3.4 Late Payment

In case of late payment and after giving the Client written notice, Nova may:

Charge interest on the outstanding amount at the minimum in between:
- 2% per month or
- the maximum rate permitted by the law
Suspend Services until payment is regularised.

3.5 Taxes

All fees are exclusive of VAT and any applicable taxes, which will be added as required by law.

4. SERVICE-SPECIFIC CONDITIONS

This clause sets out additional rules and mechanics for each service type. The SOW may refine these principles. In case of conflict, the SOW prevails over these Terms.

4.1 Headhunting Services

4.1.1 Description

Nova conducts direct search and selection processes for specific roles defined in the SOW, including sourcing, screening, interviewing, shortlisting and candidate management until hire or closure.

4.1.2 Success Fee and Trigger

A success fee is due when the Client (or any company in its group) hires a candidate introduced by Nova for any role, within the attribution period defined below.
Unless the SOW provides otherwise, the success fee is calculated as a percentage of the candidate’s annual gross base salary.
The success fee may be pre-agreed upon by the parties in the SOW based on the “target” salary of the position, so that it is not dependent on the specific salary of the person hired but rather on the budget agreed upon for the vacancy at the beginning of the search process.

4.1.3 Attribution Period

By default, the attribution period is twelve (12) months from the first Introduction of the candidate by Nova.
“Introduction” means that Nova has shared the candidate’s identity or profile with the Client by any means (email, report, call, meeting, platform, etc.).

4.1.4 Client’s Duty to Inform

The Client shall notify Nova without undue delay of any hiring decision involving a candidate introduced by Nova, including start date and salary if required to calculate the fee.

4.1.5 Replacement Guarantee (if agreed)

Where a replacement guarantee is agreed in the SOW (e.g. 3 or 6 months):

If the candidate leaves the role within the guarantee period, Nova will launch a replacement search at no additional success nor retainer fees.
This guarantee does not apply if the termination is due to redundancy, restructuring, changes in role scope initiated by the Client, or misconduct by the Client.

4.1.6 Multiple Roles / Redeployment

If a candidate introduced for one role is hired for another role, the success fee remains due, calculated based on the salary of the actual role accepted.

4.2 Recruiter-as-a-Service / RPO

4.2.1 Description

Nova may assign one or more talent acquisition professionals to work embedded with the Client (part-time or full-time) as described in the SOW, performing tasks such as:

Role intake and briefing
Sourcing and screening of candidates
Managing interviews and feedback loops
Reporting on pipelines and KPIs
Coordination with hiring managers and HR

4.2.2 Commercial Model

Unless otherwise defined in the SOW:

Recruiter-as-a-service / RPO services are billed as a monthly fee per dedicated FTE or fraction thereof, irrespective of the number of hires.
Any additional one-off success fee or bonus for exceeding targets will be explicitly defined in the SOW.

4.2.3 Conversion of RPO Consultant to Client Employee

If the Client (or any of its group companies) hires directly a Nova professional assigned under an RPO engagement:

The Client must notify Nova in writing.
The conversion will generate a talent transfer fee, calculated on the consultant’s annual gross salary at the moment of hire, following the decreasing scale:
- 15% if hired within the first 6 months of service
- 12% if hired between months 7–12
- 10% if hired between months 13–18
- 0% thereafter
Nova may offer a limited replacement guarantee for the converted consultant (e.g. 2 months), as specified in the SOW.

4.2.4 Minimum Commitment and Termination

RPO engagements usually require a minimum commitment (e.g. 3–6 months) stated in the SOW.

After that minimum, each Party may terminate the RPO SOW with the notice period of 60 days unless otherwise specified in the SOW.

4.2.5 Attribution of Hires under RPO

The SOW may establish whether additional success fees apply per hire under the RPO model, and under what conditions. In absence of such clause, the monthly fee covers all hires managed within the defined scope.

4.3 Employer Branding Events

4.3.1 Description

Nova organizes or co-organizes employer branding events or talent events for the Client (on-site or online), which may include:

Branded talks, panels or workshops
Participation in Nova community events as sponsor or partner
Custom events for attraction and networking

4.3.2 Deliverables

The SOW will specify:

Event format, expected audience and main objectives
Date(s), location(s) and language(s)
Branding elements (logo presence, slides, collateral, online promotion)
Any candidate-introduction or lead-generation components

4.3.3 Fees and Cancellation

Unless otherwise agreed:

Event fees are non-refundable once Nova has committed resources, venues or promotion.
If the Client cancels the event:
- More than 60 days before the event: Nova will retain 50% of the total fee to cover committed costs.
- 60 days or less before the event: Nova will retain 100% of the fee.
Rescheduling is subject to Nova’s availability and may involve additional costs.

4.3.4 Responsibilities

Nova is responsible for organizing and delivering the agreed program.
The Client is responsible for providing speakers, internal approvals and content within agreed timelines, as well as complying with any venue rules and applicable laws.

4.4 Nova 111 Sponsorships

4.4.1 Description

Nova may offer sponsorship packages linked to Nova 111 or similar talent recognition programs. These may include:

Brand visibility (on lists, websites, social posts, newsletters, events)
Access to talent pools or applications (as defined in the SOW)
Seats at award ceremonies or related events
Optional speaking or jury participation, if agreed

4.4.2 Rights Granted

The SOW will detail the specific rights, including:

Use of the Sponsor’s name and logo in program materials
Any co-branding rules or restrictions
Access to personal or aggregated data (if any)

4.4.3 Limitations

Sponsorship does not grant ownership over the Nova 111 brand, logos, or selection process.
Nova retains full editorial independence over the program, jury and final lists.
Any direct outreach to nominees or winners must respect applicable data-protection laws and the terms defined in the SOW.

4.4.4 Fees and Non-Cancellation

Given the nature of sponsorship and publicity planning, fees are non-refundable unless otherwise stated in the SOW

4.5 Massive Assessments

4.5.1 Description

Nova may design and deliver mass assessments or evaluation campaigns (e.g. screening of large talent pools, competency assessments, case studies, online testing, etc.), usually for graduate, early talent or volume-hiring programs.

4.5.2 Scope and Volumes

The SOW will define:

Target population and estimated volume of candidates
Type of assessments (tests, interviews, cases, group dynamics, etc.)
Technology platforms used (Nova tools or third-party providers)
Output format (scores, rankings, reports, shortlists)

4.5.3 Pricing and Overages

Unless otherwise stated:

Pricing may be per candidate assessed, per batch, or as a fixed project fee.
If actual volumes significantly exceed the estimates in the SOW, Nova may adjust pricing proportionally.

4.5.4 Use of Assessment Results

Assessment outputs and reports are for internal use by the Client. Nova does not guarantee specific hiring outcomes or performance of candidates.

4.6 Job Board Advertising and Candidate Delivery

Nova may provide Job Board advertising or job-posting services to the Client.

When sold as a standalone service, the deliverables, service levels (including any guaranteed minimum number of “Valid Candidates”), definitions, fees, campaign duration, and responsibilities will be specified in the applicable Order Form.

When the Job Board is included as part of a Nova Recruiter subscription, no guaranteed minimum candidates or service levels apply, and the Client uses the posting functionality as provided within the Nova Recruiter SaaS environment.

Unless otherwise established in the Order Form:

Nova does not guarantee hiring outcomes.
Nova is not responsible for candidate behaviour, responsiveness, or acceptance of interviews.
Nova may promote the job posting across its channels at its discretion, both within and beyond the Nova Network.

Candidate data obtained through the Job Board shall be processed according to the Parties’ respective roles defined in Clause 7 (Data Protection).

4.7 Other Talent, Employer Branding and Advisory Services

4.7.1 Description

For any other services not covered above (e.g. strategic advisory, talent mapping, market research, content creation, campaigns, training). The nature of the services, deliverables and timelines will be specified in the SOW.

4.7.2 Fees and Mechanics

Such services may be billed as:

Fixed-price projects
Day-rate or time & materials
Retainers with defined deliverables

Any special cancellation, modification or acceptance criteria will be defined in the SOW.

5. INDEPENDENCE AND NO EMPLOYMENT RELATIONSHIP

5.1 Independent Contractor

Nova acts as an independent contractor. Nothing in the Agreement creates an employment, agency, joint-venture or partnership relationship between Nova staff and the Client.

5.2 Labour, Tax and Social Security Obligations

Nova is solely responsible for all labour, tax and social security obligations relating to its personnel. The Client is fully exonerated from such obligations.

5.3 No Employment of Nova Staff by Conduct

The participation of Nova staff in Client projects, including working on Client premises or systems, shall not be construed as creating any employment relationship between the Client and Nova personnel.

6. CONFIDENTIALITY

6.1 Both Parties shall treat as confidential any non-public information received in connection with the Agreement, including candidate data, business information, processes, pricing and the terms of the Agreement.

6.2 Confidential Information may only be used for the purpose of executing the Agreement and may not be disclosed to third parties except on a need-to-know basis under equivalent confidentiality obligations.

6.3 These obligations survive termination for five (5) years.

7. DARA PROTECTION (GDPR)

7.1 Roles of the Parties

Depending on the service:

Nova may act as independent Data Controller when sourcing candidates or processing professional data from public or licensed sources, consistent with Nova’s legitimate interest framework.
Nova may act as Data Processor when handling candidate or employee data provided directly by the Client.
In limited situations, the Parties may be joint controllers; where this arises, Nova will document role allocation as required by Art. 26 GDPR.

7.2 Data Processing Addendum (if needed)

If Nova processes Client-supplied personal data as Processor, the Parties may enter a Data Processing Addendum (DPA).

If no DPA is signed, this Clause 8 acts as the baseline controller–processor arrangement.

7.3 Compliance and Safeguards

Nova applies GDPR-compliant security, access control, retention, deletion and international transfer mechanisms as described in Nova’s published privacy policies.

8. INTELLECTUAL PROPERTY

Nova retains all IP in methodologies, tools, templates, databases and know-how.

The Client gets a limited, non-transferable licence to use the deliverables only for internal purposes and may not resell, publish or share them externally without written consent.

9. LIABILITY AND LIMITATION OF DAMAGES

No liability for indirect or consequential damages, loss of profits or loss of opportunities.
Total aggregate liability of Nova limited to the 50% of the amount of fees paid under the relevant SOW in the 12 months preceding the claim.

10. PUBLICITY AND COMMERCIAL REFERENCES

Unless otherwise specified in the SOW, the Client authorizes Nova to include its name and logo in client lists and basic marketing materials (website, decks, one-pagers), without revealing confidential information.

Any further use (case studies, quotes, press releases) requires prior written approval.

11. DURATION AND TERMINATION

The Agreement enters into force on the date of signature of the first SOW and remains in force until terminated in accordance with this clause.
Each SOW has the duration indicated therein and may include specific renewal and termination conditions (e.g. minimum term, renewal by tacit agreement, notice periods).
Either Party may terminate the Agreement or any SOW:
- For material breach not remedied within 15 days of written notice;
- In case of insolvency, liquidation or cessation of business of the other Party;
- For convenience with the notice period (e.g. 60 days) indicated in the SOW, once any agreed minimum term has passed.

On termination, the Client shall pay all fees for Services effectively rendered up to the effective termination date.

12. GOVERNING LAW AND JURISDICTION