TERMS OF SERVICE

Last updated: 19 October 2026

1. Definitions and Interpretation

1.1 In these Terms, unless the context otherwise requires:

1.2 Headings are for convenience only and shall not affect interpretation. References to statutes include amendments and re-enactments thereof.

2. Application of These Terms

2.1 These Terms apply to all Services provided by the Company to the Client.

2.2 Where the Client executes a written Service Agreement with the Company, the provisions of that agreement shall prevail in the event of any conflict with these Terms.

2.3 By requesting a quote, paying a deposit, or otherwise engaging the Services, the Client shall be deemed to have accepted these Terms.

3. Scope of Services

3.1 The Company shall provide the Services with reasonable skill, care and diligence, in accordance with prevailing professional standards.

3.2 The precise scope of each engagement shall be set out in a written quote or Service Agreement. Any work outside the agreed scope shall constitute additional work and shall be quoted and agreed separately before commencement.

3.3 The Company shall not fabricate or invent business information on behalf of the Client. All content published as part of the Deliverables shall derive from materials supplied by the Client.

4. Fees and Payment

4.1 All Fees are quoted in Nigerian naira (NGN) unless otherwise expressly stated.

4.2 A deposit, being fifty percent (50%) of the total project fee or such other sum as agreed, shall be payable upon execution of the Service Agreement and prior to commencement of work.

4.3 The balance of the Fees shall be payable in accordance with the payment schedule set out in the Service Agreement, and in any event prior to launch or handover of the Deliverables.

4.4 The Company accepts payment by bank transfer and through Paystack. Official receipts shall be issued in respect of all payments received.

4.5 Where payment is overdue, the Company reserves the right, upon written notice, to suspend performance of the Services until the outstanding sums are settled. Any time lost by reason of such suspension shall extend the project timeline accordingly.

5. Project Timelines

5.1 Project timelines shall be agreed in writing and shall commence upon receipt of both the deposit and complete Client content.

5.2 Time shall not be of the essence unless expressly agreed in writing. The Company shall nevertheless use reasonable endeavours to meet agreed milestones and shall notify the Client promptly of any anticipated delay.

5.3 Delays arising from late delivery of Client content, late feedback, or late payment shall extend the timeline by a period equal to the delay.

6. Client Obligations

The Client shall:

(a) supply accurate and complete content, including text, images, logos and pricing information, by the agreed deadlines;

(b) warrant that it owns or holds valid licences in respect of all materials supplied to the Company, and indemnify the Company against any claim arising from breach of this warranty;

(c) review Deliverables and provide feedback within the agreed review periods; and

(d) maintain control of its domain registrar and hosting accounts, or grant the Company written authority to administer the same on its behalf.

7. Revisions

7.1 Each engagement includes two (2) rounds of revisions within the agreed review period.

7.2 Revisions requested thereafter, or any change constituting a new design direction, additional pages, or additional functionality, shall be treated as additional work and quoted separately.

8. Maintenance Plans

8.1 Where the Client subscribes to a maintenance plan (FVA70K Care), the Company shall provide the services described in the plan, which may include security updates, backups, uptime monitoring, SSL management, and content changes.

8.2 Maintenance plans renew annually. The Company shall issue renewal reminders prior to expiry. Upon non-renewal, the Client's website shall continue to operate but shall no longer be covered by the plan.

9. Intellectual Property

9.1 Upon receipt of full and final payment of the Fees, all intellectual property rights in the Deliverables created specifically for the Client shall vest in the Client.

9.2 Domain names procured for the Client shall be registered in the Client's name and remain the Client's property.

9.3 Until full payment is received, all right, title and interest in the Deliverables shall remain vested in the Company.

9.4 The Company reserves the right to display completed projects in its portfolio and marketing materials, unless the Client objects in writing.

9.5 Nothing in these Terms transfers any right in pre-existing tools, libraries, frameworks or third-party software used in the Deliverables, which remain subject to their respective licences.

10. Confidentiality

Each party agrees to keep confidential all non-public business information disclosed by the other in connection with the Services, including credentials, pricing and business plans, and not to disclose the same to any third party without prior written consent, save as required by law.

11. Termination

11.1 The Client may terminate an engagement before work commences and shall be entitled to a full refund of the deposit.

11.2 After commencement of work, the deposit shall be non-refundable. Upon termination by the Client thereafter, the Client shall pay for all work completed to the date of termination at the agreed rates.

11.3 The Company may terminate an engagement upon written notice and refund all sums paid, where the engagement becomes unworkable, including where essential Client content remains outstanding thirty (30) days after written request.

12. Limitation of Liability

12.1 The Company shall perform the Services with professional care but gives no warranty as to specific commercial outcomes, including sales volumes or search engine rankings.

12.2 The aggregate liability of the Company arising out of or in connection with any engagement shall not exceed the Fees paid by the Client in respect of that engagement.

12.3 Neither party shall be liable for any indirect, incidental or consequential loss, nor for any loss arising from the acts or omissions of third-party providers or from materials supplied by the Client.

13. Force Majeure

Neither party shall be liable for failure to perform its obligations where such failure results from events beyond its reasonable control, including natural disasters, government actions, internet or infrastructure failures, or civil unrest, provided the affected party notifies the other promptly.

14. Governing Law and Dispute Resolution

14.1 These Terms shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria.

14.2 Any dispute arising out of or in connection with these Terms shall first be addressed through good-faith negotiation between the parties, and failing resolution, through mediation in Delta State or Lagos State, Nigeria.

15. General

15.1 Entire agreement: These Terms, together with any executed Service Agreement and quote, constitute the entire agreement between the parties. Amendments must be in writing and signed by both parties.

15.2 Severability: If any provision is held invalid or unenforceable, the remaining provisions shall continue in full force.

15.3 Waiver: Failure to enforce any provision shall not constitute a waiver of the right to enforce it subsequently.

15.4 The Company may revise these Terms from time to time. The version in force at the date of the Client's Service Agreement or deposit payment shall govern that engagement.