Terms of Service

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client", "you", or "your") and Digital Spyse ("we", "us", "our", or "Agency"), a digital agency registered and operating in Nigeria.

By engaging our services, signing a proposal, making a payment, or otherwise accepting our services, you agree to be bound by these Terms. If you do not agree, please do not use our services.

1. Acceptance of Terms

By using our website at https://www.digitalspyse.com, submitting an enquiry, approving a project proposal, or making a payment, you acknowledge that you have read, understood, and agree to these Terms. These Terms apply to all clients and visitors of Digital Spyse.

2. Services

Digital Spyse provides digital services including but not limited to:

• Website and web application development
• Mobile application development
• Branding and visual identity design
• Digital marketing and social media management
• Search engine optimisation (SEO)
• Graphics design (print and digital)
• Content writing and copywriting
• Video editing and production
• UI/UX design and user research
• 3D modelling and visualisation
• Cybersecurity consulting and assessment
• GIS (Geographic Information System) modelling

The specific scope of services for each engagement will be defined in a written project proposal or service agreement provided before work commences.

3. Proposals and Project Agreements

All projects commence with a written proposal outlining the scope of work, deliverables, timeline, and pricing. A project is considered accepted when:

• The client provides written approval (email acceptance is sufficient), and/or
• The client makes the required upfront deposit payment

The proposal forms part of these Terms when accepted. In the event of a conflict between the proposal and these Terms, the proposal shall prevail for that specific project.

4. Payment Terms

4.1 Deposit

A non-refundable deposit of 50% of the total project fee is required before work commences. For projects exceeding ₦1,000,000, a milestone-based payment schedule may be agreed in writing.

4.2 Final Payment

The remaining balance is due upon project completion, before delivery of final files or going live. For ongoing services (retainers, maintenance, social media management), payment is due on the agreed billing date each month.

4.3 Late Payment

Invoices not paid within 14 days of the due date may incur a late fee of 2% per month on the outstanding balance. Digital Spyse reserves the right to suspend work or withhold deliverables until outstanding balances are settled.

4.4 Currencies

Payments by Nigerian clients are processed in Nigerian Naira (₦). International clients may be invoiced in USD. Exchange rates apply at the time of invoice.

4.5 Refund Policy

The upfront deposit is non-refundable once work has commenced. If Digital Spyse fails to deliver agreed services, a pro-rata refund of amounts paid beyond the deposit may be issued at our discretion. Completed milestones are non-refundable.

5. Intellectual Property

5.1 Client Ownership of Final Deliverables

Upon receipt of full and final payment, the client receives full ownership and all intellectual property rights to the final deliverables produced specifically for the client (e.g., final website files, logo files, final design assets, written content).

5.2 Digital Spyse Portfolio Rights

5.3 Third-Party Assets

Where third-party licensed assets (stock images, fonts, plugins, frameworks, APIs) are incorporated, the client is responsible for complying with the applicable third-party licence terms. Digital Spyse will disclose any such third-party assets.

5.4 Preliminary Work

All concepts, drafts, mockups, and preliminary work created during the project that are not included in the final agreed deliverables remain the intellectual property of Digital Spyse.

5.5 Open Source

Where we use open-source software or frameworks, such use is governed by the respective open-source licence agreements, which the client acknowledges.

6. Client Responsibilities

The client agrees to:

• Provide accurate, complete, and timely information required for the project
• Respond to requests for feedback or approvals within 5 business days (unless otherwise agreed)
• Ensure all content, images, and materials provided to Digital Spyse are owned by the client or properly licensed
• Not use any deliverables for unlawful, defamatory, harmful, or fraudulent purposes
• Make timely payments as agreed

Delays caused by the client's failure to meet these obligations may extend the project timeline. Digital Spyse is not liable for resulting delays.

7. Revisions and Scope Changes

Each project proposal specifies the number of revision rounds included. Additional revisions beyond the agreed scope will be billed at our standard hourly rate or agreed as a change order.

Any request that changes the scope, timeline, or specifications of a project constitutes a "Change Request". Change requests must be agreed in writing and may affect pricing and timelines.

8. Confidentiality

Both parties agree to hold in strict confidence any proprietary, sensitive, or confidential information disclosed during the project, including business strategies, financial data, technical specifications, and personal data.

This obligation survives the termination of the project or these Terms. Confidential information shall not be disclosed to third parties without prior written consent, except as required by law.

This clause does not restrict Digital Spyse's right to display completed work in its portfolio as outlined in Section 5.2, unless the client requests confidentiality in writing.

9. Warranties and Representations

9.1 Digital Spyse Warranties

We warrant that:

• Services will be performed with reasonable skill and care
• Deliverables will substantially conform to the agreed specifications
• We have the right to enter into this agreement

9.2 Client Warranties

The client warrants that:

• All materials provided do not infringe any third-party intellectual property rights
• The client has authority to enter into this agreement
• The services will not be used for any unlawful purpose

9.3 Disclaimer

Except as expressly stated, our services are provided "as is" without further warranty. We do not guarantee specific business outcomes, search engine rankings, revenue increases, or results from digital marketing campaigns.

10. Limitation of Liability

To the fullest extent permitted by Nigerian law:

• Digital Spyse's total liability to the client for any claim arising from these Terms or our services shall not exceed the total fees paid by the client for the specific project giving rise to the claim.
• We are not liable for any indirect, consequential, incidental, special, or punitive damages, including but not limited to loss of profits, loss of data, business interruption, or loss of reputation.
• We are not liable for damages resulting from third-party services, hosting providers, domain registrars, or forces beyond our reasonable control (force majeure).

11. Indemnification

The client agrees to indemnify, defend, and hold harmless Digital Spyse, its founders, employees, and contractors from any claims, damages, losses, liabilities, and costs (including legal fees) arising from:

• The client's breach of these Terms
• Content or materials provided by the client that infringe third-party rights
• The client's use of our deliverables in violation of applicable law

12. Termination

12.1 Termination by Client

The client may terminate a project by providing 14 days' written notice. The client shall pay for all work completed up to the termination date plus any committed expenses. The upfront deposit is non-refundable.

12.2 Termination by Digital Spyse

We may terminate a project or these Terms if:

• The client fails to make payment within 30 days of the due date
• The client engages in abusive, threatening, or discriminatory behaviour towards our team
• The project requires us to violate any law or third-party rights

In such cases, the client remains liable for work completed to date.

13. Dispute Resolution

In the event of a dispute, the parties agree to first attempt resolution through good-faith negotiation. If negotiation fails within 30 days, the dispute shall be referred to mediation in Osun State, Nigeria.

If mediation is unsuccessful, the dispute shall be submitted to arbitration under the Arbitration and Conciliation Act (Cap A18, LFN 2004) of Nigeria. The arbitration shall be conducted in English in Osogbo, Osun State.

14. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria. The parties irrevocably submit to the exclusive jurisdiction of the courts of Osun State, Nigeria for any dispute not resolved by arbitration.

15. Miscellaneous

• Entire Agreement: These Terms, together with any project proposal, constitute the entire agreement between the parties and supersede all prior discussions.
• Amendments: We may update these Terms from time to time. The updated version will be posted on our website with a revised effective date.
• Severability: If any provision is found unenforceable, the remaining provisions continue in full force.
• Waiver: Failure to enforce any right does not constitute a waiver of that right.
• No Partnership: Nothing in these Terms creates a partnership, employment relationship, or joint venture between the parties.

16. Contact Information

For questions about these Terms of Service, please contact us:

• Email: info@digitalspyse.com
• Phone: +234 903 655 8178
• Address: Hebron Castle, Capital Area, Osogbo, Osun State, Nigeria

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