Terms and Conditions

1.1. These Terms and Conditions (“Terms”) govern access to and use of the services, platforms, websites, digital channels, applications, and solutions operated by EmmyFree (owned and operated by Earnpal Solutions Limited) (the “Company”, “we”, “our”, or “us”), including all digital marketing, branding, advertising, media, technology-driven business growth, and related business support services provided by the Company (collectively, the “Services”).

1.2. Please carefully read and understand these Terms, together with any amendments or policies issued by the Company from time to time, before accessing or using any of the Services.

1.3. By accessing, engaging with, subscribing to, registering for, or using any of the Services, you agree to be bound by these Terms and any applicable Privacy Policy, service guidelines, or additional agreements issued by the Company.

1.4. These Terms constitute a legally binding agreement between you (“Client”, “User”, or “Customer”) and the Company in relation to your use of the Services.

1.5. The Company reserves the right to update, modify, amend, suspend, or replace any part of these Terms at its sole discretion and at any time. Continued use of the Services following such modifications constitutes acceptance of the revised Terms.

1.6. The Company may monitor, review, track, store, and record interactions, communications, campaigns, analytics, platform usage, and other activities connected with the Services for operational, security, quality assurance, training, legal compliance, and service improvement purposes, and Users expressly consent to such activities.

1.7. If you do not agree with these Terms or any subsequent amendments, you must immediately discontinue use of the Services.

1.8. You shall be deemed to have accepted these Terms upon accessing the Company’s platforms, engaging the Company for services, executing a service request, creating an account, making payment, clicking any acceptance button, or otherwise using any part of the Services.

2.1. EmmyFree operates as a business visibility, branding, marketing, media, and growth solutions company providing digital and technology-driven services to businesses, entrepreneurs, organizations, and individuals.

2.2. The Company may provide services including but not limited to:

• digital marketing and advertising services;
• branding and visibility campaigns;
• website development and online presence management;
• social media management and content creation;
• business development and growth strategy services;
• public relations and reputation management services;
• media and promotional services;
• training, consulting, and advisory services; and
• such other ancillary or related services as may be introduced by the Company from time to time.

2.3. The Company may utilize third-party platforms, software, advertising networks, communication channels, analytics tools, payment processors, hosting services, and technology providers in delivering the Services.

2.4. Unless expressly agreed otherwise in writing, the Company does not:

• guarantee specific business growth, revenue, profit, visibility, engagement, conversion rates, or commercial outcomes;
• guarantee uninterrupted or error-free operation of any digital platform, campaign, website, or online service;
• assume responsibility for changes in algorithms, policies, restrictions, suspensions, or actions taken by third-party platforms or service providers; or
• act as an employee, partner, agent, or representative of any Client.

2.5. The Services are provided on a professional and commercially reasonable basis, and the Company shall use reasonable skill, care, and diligence in providing the Services. However, all Services are provided on an “as is” and “as available” basis to the maximum extent permitted by law.

2.6. The Client acknowledges and agrees that:

• marketing and business visibility outcomes are influenced by multiple external factors beyond the Company’s control;
• the success of any campaign or strategy depends partly on the accuracy, quality, responsiveness, cooperation, and materials provided by the Client; and
• the Company shall not be liable for any decline in engagement, sales, traffic, visibility, or reputation arising from factors outside its direct control.

2.7. The Client further acknowledges that certain Services may depend on third-party systems including internet service providers, mobile network operators, hosting providers, social media platforms, advertising platforms, payment gateways, software providers, and device compatibility. The Company shall not be liable for interruptions, delays, restrictions, suspensions, or failures caused by such third parties.

2.8. The Company shall not be liable for any delay, technical issue, incompatibility, cyberattack, data loss, service interruption, virus, malicious code, unauthorized access, or other defect affecting the Services where such occurrence arises from circumstances beyond the reasonable control of the Company.

2.9. The Company does not warrant the accuracy, adequacy, completeness, or reliability of any third-party information, analytics, reports, market data, advertising metrics, or external content used or displayed in connection with the Services.

2.10. The Client is solely responsible for:

• ensuring the legality, accuracy, and ownership of all materials, content, trademarks, logos, media, and information supplied to the Company;
• obtaining all required licenses, permissions, and consents relating to such materials; and
• reviewing and approving deliverables, campaigns, publications, advertisements, and content before public release where applicable.

2.11. The Company shall not be liable for any loss arising from:

• the Client’s failure to provide accurate or timely information;
• unauthorized access to the Client’s accounts, systems, or digital assets not directly caused by the Company’s gross negligence;
• actions or omissions of third-party service providers or platforms; or
• the Client’s failure to comply with applicable laws, regulations, platform policies, or professional obligations.

2.12. Where any Service becomes unavailable or disrupted, the Company shall use reasonable efforts to restore or resume the affected Service within a commercially reasonable period, and such restoration efforts shall constitute the Company’s sole obligation in that regard.

2.13. To the fullest extent permitted by applicable law, the Company shall not be liable for any indirect, incidental, special, punitive, or consequential damages, including loss of profit, loss of revenue, loss of opportunity, loss of anticipated savings, reputational damage, business interruption, or loss of data arising out of or connected with the use of the Services.

Users must be at least 18 years old and legally capable of entering binding contracts.

4.1. Subject to compliance with these Terms, EmmyFree grants Clients and Users a limited, revocable, non-exclusive, non-transferable, and non-sublicensable license to access and use the Company’s website, digital platforms, applications, content, and Services strictly for lawful business and commercial purposes approved by the Company.

4.2. The Client shall not:

• reproduce, duplicate, copy, sell, resell, distribute, or exploit any portion of the Services without prior written consent of the Company;
• reverse engineer, modify, interfere with, or attempt to gain unauthorized access to the Company’s systems, software, databases, or infrastructure;
• use the Services for unlawful, fraudulent, defamatory, misleading, or harmful purposes; or
• use the Company’s intellectual property, branding, materials, campaigns, designs, or content except as expressly authorized.

4.3. All intellectual property rights, including trademarks, logos, trade names, software, designs, graphics, campaigns, written materials, methodologies, databases, content, and other proprietary materials connected with the Services shall remain exclusively vested in the Company or its licensors.

4.4. Except where otherwise agreed in writing, the Company retains ownership of all concepts, strategies, templates, frameworks, systems, tools, methodologies, and proprietary processes developed or used in connection with the Services.

4.5. The Client grants the Company a non-exclusive right to use the Client’s name, logo, branding materials, and publicly available business information solely for purposes connected with the provision, promotion, execution, or marketing of the Services, unless otherwise agreed in writing.

5.1. Certain Services may require the creation of user accounts, dashboards, login credentials, communication channels, or digital access profiles.

5.2. Clients and Users are solely responsible for:

• maintaining the confidentiality and security of login credentials and account information;
• restricting unauthorized access to their accounts, systems, devices, and communication channels; and
• ensuring that all information provided to the Company is accurate, complete, and up to date.

5.3. The Company reserves the right, at its sole discretion, to suspend, restrict, terminate, or refuse access to any account or Service where:

• false, misleading, or inaccurate information is provided;
• misuse, abuse, unlawful conduct, or unauthorized activity is detected;
• fraud, suspected fraud, cyber threats, or suspicious transactions occur;
• the Client breaches these Terms or any applicable agreement; or
• such action is necessary for security, operational, regulatory, or legal reasons.

5.4. The Company shall not be liable for any loss or damage arising from unauthorized access to a Client’s account resulting from the Client’s failure to maintain adequate security measures.

6.1. Any request, engagement, subscription, campaign, consultation, project, or service order made by a Client constitutes a direct contractual relationship between the Client and the Company unless otherwise expressly stated in writing.

6.2. The scope, duration, deliverables, timelines, pricing, and applicable fees for Services may be governed by separate proposals, invoices, service agreements, quotations, project terms, or communications issued by the Company from time to time.

6.3. The Company may require advance payments, milestone payments, subscription fees, recurring charges, advertising budgets, or other service-related payments as a condition for providing the Services.

6.4. Except where expressly agreed otherwise in writing:

• all payments made to the Company are non-refundable;
• the Client remains responsible for all approved advertising spend, third-party platform charges, taxes, transaction fees, and related expenses; and
• delays in payment may result in suspension, restriction, or termination of Services.

6.5. The Company may facilitate or integrate third-party payment processors, gateways, software providers, advertising platforms, hosting providers, or communication systems, and shall not be liable for failures, interruptions, processing delays, or errors attributable to such third parties.

6.6. The Client acknowledges that the Company does not guarantee specific financial returns, sales outcomes, audience growth, engagement metrics, or business success from any Service, campaign, or strategy implemented.

6.7. The Company shall not be liable for:

• delays caused by the Client’s failure to provide approvals, materials, feedback, or required information;
• rejection, suspension, restriction, or removal of advertisements, accounts, content, or campaigns by third-party platforms;
• losses arising from market conditions, algorithm changes, platform policy changes, or consumer behavior; or
• any indirect or consequential losses connected with the Services.

7.1. Any engagement, subscription, campaign request, consultation, project order, training request, branding service, advertising service, website development request, or other service arrangement made through the Company’s platform, website, communication channels, or representatives shall constitute a direct contractual relationship between the Client and EmmyFree.

7.2. The Company may, where necessary, engage independent contractors, consultants, creative professionals, technology providers, media partners, advertising platforms, software providers, or other third-party service providers in connection with the delivery of certain Services.

7.3. Unless expressly stated otherwise in writing:

• such third parties shall operate as independent contractors;
• the Company does not create any partnership, employment, joint venture, or agency relationship between the Client and such third parties; and
• the Company reserves the right to determine the manner, method, tools, and personnel used in delivering the Services.

7.4. The Company may facilitate payments, subscriptions, advertising spend management, recurring billing arrangements, or third-party platform charges and may deduct applicable service fees, commissions, management charges, administrative fees, taxes, or processing costs where applicable.

7.5. The Client acknowledges that:

• certain Services may involve reliance on third-party platforms such as social media networks, advertising providers, hosting providers, analytics services, payment gateways, communication tools, or software applications;
• such third-party platforms operate independently of the Company and may impose separate terms, restrictions, approvals, policies, or fees; and
• the Company shall not be liable for suspension, rejection, downtime, policy enforcement actions, restrictions, account removals, or operational failures arising from such third-party platforms.

7.6. The Company shall not be liable for:

• delays resulting from the Client’s failure to provide required approvals, materials, feedback, access credentials, or instructions;
• inaccurate, misleading, unlawful, infringing, or incomplete information supplied by the Client;
• the failure of third-party providers or external systems; or
• any indirect, incidental, or consequential losses arising from the provision or use of the Services.

7.7. Except where expressly agreed in writing, all timelines, projections, marketing estimates, visibility forecasts, engagement expectations, and performance targets provided by the Company are indicative only and shall not constitute guarantees of commercial success or business outcomes.

8.1. EmmyFree may charge service fees, subscription fees, consulting fees, advertising management fees, campaign fees, commissions, transaction charges, training fees, development fees, or other applicable charges in connection with the Services.

8.2. Fees for Services may be communicated through proposals, quotations, invoices, pricing schedules, subscription plans, advertisements, campaign budgets, or separate agreements issued by the Company from time to time.

8.3. The Company reserves the right to revise, modify, increase, or update its pricing structure, service charges, commissions, subscription plans, or applicable fees at its sole discretion, and such changes may apply to future engagements, renewals, subscriptions, or transactions.

8.4. Unless otherwise agreed in writing:

• all payments shall be made in the manner and within the timelines prescribed by the Company;
• payments made to the Company shall be non-refundable; and
• the Client remains responsible for all third-party advertising costs, platform charges, taxes, transaction fees, and related operational expenses incurred in connection with the Services.

8.5. Failure to make payment when due may result in suspension, restriction, withholding of deliverables, termination of Services, or additional administrative charges at the Company’s discretion.

9.1. The Services, platforms, content, systems, tools, campaigns, websites, applications, analytics, reports, and materials provided by the Company are provided on an “as is” and “as available” basis.

9.2. The Company makes no representation or warranty regarding:

• uninterrupted availability or accessibility of the Services;
• specific business growth, revenue generation, customer acquisition, conversion rates, engagement levels, or marketing outcomes;
• the accuracy, reliability, completeness, or effectiveness of analytics, reports, insights, recommendations, or third-party data;
• compatibility of the Services with all systems, devices, browsers, software, or third-party platforms; or
• the suitability of any strategy, campaign, advertisement, branding solution, or marketing recommendation for a Client’s particular business objectives.

9.3. While the Company shall exercise reasonable skill, care, and professional diligence in providing the Services, the Company does not warrant that:

• the Services will be uninterrupted, error-free, secure, or free from delays;
• campaigns, advertisements, websites, branding materials, or digital outputs will always meet the Client’s subjective expectations or commercial objectives;
• third-party platforms will approve, maintain, prioritize, or continue supporting any campaign, advertisement, or account; or
• notifications, emails, messages, reminders, reports, or communications will always be delivered accurately or on time due to reliance on third-party systems and external infrastructure.

9.4. Clients are solely responsible for reviewing, verifying, approving, and monitoring all content, campaigns, advertisements, materials, publications, branding assets, reports, and deliverables before use, publication, or reliance.

9.5. The Company shall not be responsible for any losses arising from:

• market conditions or economic changes;
• algorithm updates, policy changes, or restrictions imposed by third-party platforms;
• inaccurate or unlawful information supplied by the Client;
• unauthorized access to Client-controlled systems or accounts; or
• interruptions caused by internet failures, software issues, cyber incidents, hosting failures, or events beyond the Company’s reasonable control.

10.1. The Company provides business visibility, branding, marketing, technology-driven, and related commercial support services and does not guarantee specific commercial outcomes, financial returns, market dominance, customer acquisition levels, or business success.

10.2. Clients acknowledge and agree that marketing performance, audience engagement, visibility, conversion rates, and commercial outcomes depend on numerous factors beyond the Company’s reasonable control, including market conditions, consumer behavior, competition, platform algorithms, and third-party systems.

10.3. To the fullest extent permitted by applicable Nigerian law, the Company shall not be liable for any:

• indirect, incidental, consequential, punitive, or special damages;
• loss of profits, revenue, anticipated savings, goodwill, reputation, data, or business opportunities;
• business interruption or operational downtime; or
• losses arising from third-party platform actions, advertising restrictions, account suspensions, content removals, cyber incidents, or external system failures.

10.4. The Company shall not be liable for any loss or damage arising from:

• inaccurate, misleading, infringing, or unlawful content supplied by the Client;
• delays caused by the Client’s failure to provide instructions, approvals, materials, or required access;
• reliance placed by the Client on recommendations, projections, estimates, analytics, or marketing forecasts provided by the Company; or
• unauthorized access to accounts, systems, or digital assets not directly caused by the Company’s gross negligence or wilful misconduct.

10.5. To the fullest extent permitted under Nigerian law, the Company’s total aggregate liability arising out of or connected with the Services, whether in contract, tort, negligence, statutory duty, or otherwise, shall not exceed the total amount actually paid by the Client to the Company for the specific Service giving rise to the claim within the three (3) months preceding the event giving rise to such liability.

10.6. Nothing in these Terms shall exclude or limit liability where such exclusion or limitation is prohibited under applicable law.

11.1. Clients and Users agree that they shall not:

• misuse the Services, platforms, systems, or resources of EmmyFree;
• engage in fraud, deception, misrepresentation, unlawful conduct, or misleading advertising practices;
• submit false, inaccurate, defamatory, infringing, or unlawful content or information;
• use the Services in violation of any applicable law, regulation, intellectual property right, advertising standard, or third-party policy;
• attempt to gain unauthorized access to the Company’s systems, software, databases, accounts, or infrastructure;
• interfere with the proper functioning, security, or integrity of the Services;
• upload, transmit, or distribute malicious code, spam, viruses, harmful software, or unlawful material;
• use the Services in a manner that may damage the reputation, goodwill, or operations of the Company; or
• circumvent agreed payment obligations, fees, subscriptions, or contractual arrangements with the Company.

11.2. Clients further agree to:

• provide accurate, complete, lawful, and up-to-date information and materials required for the Services;
• cooperate reasonably with the Company in the execution of campaigns, projects, consultations, or engagements;
• obtain all necessary rights, licenses, permissions, and approvals relating to materials supplied to the Company; and
• comply with all applicable laws, advertising regulations, consumer protection obligations, intellectual property laws, and platform policies relevant to their business activities.

11.3. The Company reserves the right to investigate suspected violations of these Terms and may enforce these Terms through warnings, restrictions, suspension, termination, removal of content, refusal of Services, legal action, or any other lawful remedy available to the Company.

12.1. The Company may engage independent contractors, consultants, freelancers, advertising agencies, software providers, media partners, technology vendors, hosting providers, payment processors, or other third-party service providers in connection with the Services.

12.2. Such third parties shall operate as independent contractors and not as employees, agents, partners, or representatives of the Company unless expressly stated otherwise in writing.

12.3. The Company reserves the right to determine the selection, engagement, replacement, supervision, and management of any third-party provider used in delivering the Services.

12.4. Clients acknowledge that certain Services may rely on external platforms or systems including social media platforms, search engines, advertising networks, hosting services, analytics providers, communication systems, payment gateways, and software applications that are outside the Company’s direct control.

12.5. The Company shall not be liable for:

• service interruptions, restrictions, suspensions, or failures caused by third-party providers or external systems;
• rejection, removal, suspension, or limitation of advertisements, content, websites, or accounts by external platforms;
• errors, outages, delays, or security incidents attributable to third-party systems; or
• disputes arising between the Client and any third-party provider not directly controlled by the Company.

12.6. Where claims, liabilities, penalties, losses, investigations, or disputes arise from materials, instructions, content, products, services, or conduct attributable to the Client, the Client shall indemnify and hold harmless the Company, its officers, employees, contractors, and affiliates from and against all resulting claims, damages, costs, expenses, liabilities, and legal fees.

13.1. The Company may process, facilitate, manage, or coordinate payments, subscriptions, advertising budgets, campaign spending, recurring charges, or third-party service costs in connection with the Services.

13.2. The Company reserves the right to temporarily hold, delay, allocate, deduct, or withhold funds for purposes including:

• verification and compliance checks;
• settlement processing;
• chargebacks or disputed transactions;
• tax obligations or statutory deductions;
• outstanding fees, commissions, or liabilities owed to the Company; or
• fraud prevention, risk management, or investigation purposes.

13.3. Clients remain solely responsible for ensuring the availability of sufficient funds and the accuracy of payment information provided to the Company.

13.4. The Company shall not be liable for:

• failed, delayed, reversed, or rejected transactions caused by banks, payment processors, gateways, or third-party systems;
• unauthorized payment activity not directly caused by the Company’s gross negligence; or
• losses resulting from inaccurate payment instructions or financial information supplied by the Client.

14.1. Except where expressly agreed otherwise in writing, all fees paid to the Company shall be non-refundable.

14.2. Refund requests, service credits, adjustments, or compensation claims may be considered by the Company at its sole discretion having regard to:

• the nature of the Service provided;
• the stage of completion of the engagement or campaign;
• costs already incurred by the Company or third parties;
• advertising spend or external charges already committed; and
• the circumstances giving rise to the request.

14.3. The Company shall not be responsible for refunds, losses, penalties, or liabilities arising from:

• third-party platform actions or restrictions;
• market performance or commercial outcomes;
• Client delays, non-cooperation, or failure to provide required approvals or materials; or
• external system failures beyond the Company’s reasonable control.

14.4. The Company may, but shall not be obligated to, assist in resolving disputes relating to Services, payments, campaigns, third-party providers, or project engagements.

14.5. The Company reserves the right to suspend Services, freeze deliverables, withhold settlements, pause campaigns, or restrict account access pending investigation of suspected fraud, payment disputes, chargebacks, policy violations, unlawful conduct, or security concerns.

15.1. The Company may suspend, restrict, terminate, or discontinue access to any Service, account, campaign, platform, or engagement at any time and without prior notice where:

• these Terms are breached;
• payment obligations remain outstanding;
• fraud, suspicious activity, cyber risks, reputational risks, or regulatory concerns arise;
• the Client engages in unlawful, abusive, harmful, or misleading conduct;
• third-party platform restrictions or compliance obligations require such action; or
• suspension or termination is reasonably necessary for operational, commercial, legal, or security purposes.

15.2. Upon termination or suspension:

• the Client’s right to access or use the affected Services shall immediately cease;
• outstanding fees and liabilities owed to the Company shall remain payable; and
• the Company may retain records, data, materials, and communications as required for legal, regulatory, operational, or evidentiary purposes.

15.3. The Company shall not be liable for any losses, damages, reputational harm, business interruption, or commercial consequences arising from any suspension, restriction, or termination carried out in accordance with these Terms.

16.1. EmmyFree shall process personal data in accordance with applicable data protection and privacy laws in the Federal Republic of Nigeria, including the Nigeria Data Protection Act, 2023 (“NDPA”), and any subsidiary regulations, guidelines, or lawful directives issued by competent regulatory authorities.

16.2. By accessing or using the Services, Clients and Users consent to the collection, storage, processing, transfer, use, and disclosure of personal data where reasonably necessary for:

• the provision and administration of the Services;
• account creation and management;
• communication and customer support;
• payment processing and transaction management;
• marketing, analytics, and business improvement purposes;
• compliance with legal and regulatory obligations; and
• fraud prevention, security monitoring, and risk management purposes.

16.3. The Company may share personal data with employees, contractors, consultants, affiliates, payment processors, hosting providers, advertising partners, analytics providers, legal advisers, regulators, or other third-party service providers where necessary for the operation, support, or improvement of the Services.

16.4. The Client warrants that any personal data, contact information, customer information, marketing lists, media content, or third-party information supplied to the Company has been lawfully obtained and may lawfully be processed by the Company for purposes connected with the Services.

16.5. While the Company shall implement reasonable technical and organizational measures to protect personal data, the Client acknowledges that no electronic transmission, storage system, or digital platform can be guaranteed to be completely secure, uninterrupted, or immune from unauthorized access.

17.1. All intellectual property rights in and relating to the Services, platforms, software, systems, branding materials, campaigns, content, designs, graphics, templates, methodologies, databases, reports, marketing materials, websites, digital assets, and other proprietary materials of the Company shall remain the exclusive property of the Company or its licensors.

17.2. Except as expressly permitted in writing, no Client or User shall:

• copy, reproduce, distribute, modify, publish, exploit, reverse engineer, or create derivative works from any proprietary material of the Company; or
• use the Company’s trademarks, trade names, logos, branding elements, or intellectual property in a manner that may mislead the public or infringe the Company’s rights.

17.3. Subject to compliance with these Terms and full payment of applicable fees, the Company grants Clients a limited, revocable, non-exclusive, non-transferable license to use deliverables specifically created for them solely for their internal business purposes, unless otherwise agreed in writing.

17.4. Unless otherwise expressly agreed in writing, the Company retains ownership of all underlying concepts, templates, frameworks, systems, source files, strategies, methodologies, drafts, preliminary works, tools, and reusable materials developed or used in connection with the Services.

18.1. The Company may communicate with Clients and Users through email, telephone calls, SMS, WhatsApp, in-app notifications, social media channels, newsletters, or other electronic communication channels provided by the Client or User.

18.2. By using the Services, Clients and Users consent to receiving:

• service-related communications;
• administrative notices and updates;
• invoices, payment reminders, and operational notifications;
• marketing materials, promotional content, newsletters, and business updates; and
• security alerts and compliance-related communications.

18.3. Clients and Users may opt out of certain promotional communications where such option is made available, provided that the Company may continue to send essential operational, transactional, legal, or service-related communications where necessary.

19.1. During the course of providing the Services, the parties may disclose or obtain access to confidential, proprietary, technical, commercial, financial, marketing, strategic, operational, or business information (“Confidential Information”).

19.2. Each party agrees to keep all Confidential Information strictly confidential and shall not disclose, reproduce, distribute, or use such information for any purpose other than the performance of obligations connected with the Services.

19.3. Confidential Information shall not include information which:

• is or becomes publicly available other than through breach of these Terms;
• was lawfully obtained from a third party without restriction;
• was independently developed without use of the Confidential Information; or
• is required to be disclosed by law, regulation, court order, or governmental authority.

19.4. The obligations under this Clause shall survive termination of the relationship between the parties.

20.1. The Client warrants that all materials, content, trademarks, logos, images, videos, music, advertisements, data, documents, and other information supplied to EmmyFree (“Client Materials”) are lawful, accurate, non-infringing, and owned by or properly licensed to the Client.

20.2. The Client further warrants that the use, publication, distribution, or processing of Client Materials by the Company in connection with the Services shall not violate any law, intellectual property right, privacy right, contractual obligation, advertising regulation, or third-party right.

20.3. The Client shall indemnify and hold harmless the Company against all claims, actions, liabilities, losses, penalties, damages, costs, and expenses arising from or connected with Client Materials supplied by the Client.

21.1. The Company shall not be liable for any failure, delay, interruption, or inability to perform any obligation under these Terms where such failure arises from events beyond its reasonable control, including but not limited to:

• acts of God;
• flood, fire, earthquake, epidemic, pandemic, or natural disaster;
• war, terrorism, civil unrest, riot, strike, or labour dispute;
• governmental actions, restrictions, sanctions, or regulatory changes;
• internet outages, telecommunications failures, cyberattacks, hacking incidents, or power failures;
• failure of third-party platforms, hosting providers, payment processors, or technology infrastructure; or
• any other circumstance beyond the reasonable control of the Company.

21.2. The Company shall use commercially reasonable efforts to resume performance as soon as practicable following the occurrence of a force majeure event.

22.1. Where the Services require access to the Client’s social media accounts, websites, hosting systems, advertising accounts, communication channels, analytics tools, or digital platforms, the Client authorizes the Company to access and use such accounts solely for purposes connected with the Services.

22.2. The Client remains responsible for maintaining ownership, security, and control of its accounts and credentials unless otherwise expressly agreed in writing.

22.3. The Company shall not be liable for:

• pre-existing issues affecting the Client’s accounts or systems;
• restrictions, suspensions, or enforcement actions imposed by third-party platforms; or
• losses arising from unauthorized access not directly caused by the Company’s gross negligence or wilful misconduct.

22.4. Upon termination of the Services, the Company may revoke access to systems, tools, accounts, or deliverables where payment obligations remain outstanding or where continued access may expose the Company to legal, operational, or security risks.

23.1. The Client shall review all deliverables, drafts, concepts, campaigns, branding materials, advertisements, reports, websites, or other outputs provided by the Company within the timeline communicated by the Company or, where no timeline is specified, within seven (7) days of delivery.

23.2. Deliverables shall be deemed approved and accepted where:

• the Client expressly approves the deliverables;
• the Client fails to communicate objections within the applicable review period; or
• the deliverables are used, published, deployed, distributed, or implemented by the Client.

23.3. Unless otherwise agreed in writing, revision requests shall be limited to reasonable modifications directly connected with the original scope of work.

23.4. The Company reserves the right to charge additional fees for:

• excessive revisions;
• changes outside the agreed project scope;
• delays caused by repeated amendment requests; or
• redesigns, redevelopment, or re-execution of completed work.

24.1. Any information, recommendation, report, projection, analytics insight, marketing strategy, business suggestion, or guidance provided by the Company is supplied for general commercial and informational purposes only.

24.2. Nothing provided by the Company shall constitute legal, financial, tax, investment, accounting, or other regulated professional advice, and Clients are advised to obtain independent professional advice where necessary.

24.3. The Company shall not be liable for decisions made or actions taken by Clients based on information, recommendations, or materials supplied through the Services.

25.1. Any provisions of these Terms which by their nature are intended to survive termination, expiration, suspension, or discontinuance of the Services shall continue in full force and effect notwithstanding such termination or expiration.

25.2. Without limitation, provisions relating to confidentiality, intellectual property, indemnity, limitation of liability, dispute resolution, payment obligations, data protection, and governing law shall survive termination of the relationship between the parties.

26.1. Failure or delay by the Company in exercising any right, remedy, or provision under these Terms shall not constitute a waiver of such right or remedy.

26.2. No waiver shall be effective unless made expressly and in writing by the Company.

26.3. If any provision of these Terms is determined to be unlawful, invalid, or unenforceable by a court or tribunal of competent jurisdiction, such provision shall be severed and the remaining provisions shall remain valid and enforceable to the fullest extent permitted by law.

27.1. The Company may assign, transfer, delegate, subcontract, or otherwise deal with any of its rights, obligations, or interests under these Terms without prior notice to or consent from the Client.

27.2. The Client shall not assign, transfer, delegate, or subcontract any rights or obligations under these Terms without the prior written consent of the Company.

28.1. Unless otherwise agreed in writing, the Company may reference the Client’s name, logo, branding materials, publicly available business information, campaigns, completed projects, or general nature of the Services provided for portfolio, marketing, publicity, promotional, or business development purposes.

28.2. The Company may display completed works, campaigns, branding materials, website projects, creative outputs, or non-confidential deliverables in its portfolio, presentations, social media platforms, advertisements, or promotional materials.

28.3. The Client may request in writing that specific confidential materials or commercially sensitive projects not be publicly displayed by the Company, and the Company shall reasonably consider such request.

29.1. The Client acknowledges that digital marketing, branding, advertising, public relations, social media management, website development, search engine optimization, analytics, and related business growth services are inherently subject to external market forces and variables beyond the Company’s reasonable control.

29.2. The Company does not guarantee:

• search engine rankings or indexing positions;
• social media growth, virality, engagement levels, or follower increases;
• advertising approval, reach, impressions, clicks, or conversions;
• uninterrupted visibility on third-party platforms;
• specific business growth, revenue increases, or profitability outcomes; or
• continued availability or support from third-party digital platforms.

29.3. The Client further acknowledges that third-party platforms may modify algorithms, policies, pricing models, advertising rules, visibility structures, or operational systems at any time, and the Company shall not be liable for losses arising from such changes.

30.1. In the event of any dispute, controversy, or claim arising out of or relating to these Terms or the Services, the parties shall first use reasonable efforts to resolve the matter amicably through negotiations conducted in good faith.

30.2. Where the dispute is not resolved amicably within a reasonable period, the dispute shall be referred to arbitration in accordance with the provisions of the Arbitration and Mediation Act, 2023, or any statutory modification or re-enactment thereof.

30.3. The arbitration shall:

• be conducted by a sole arbitrator mutually appointed by the parties, or failing agreement, appointed by the Chairman of the Chartered Institute of Arbitrators UK (Nigeria Branch);
• have its seat and venue in Nigeria;
• be conducted in the English language; and
• be final and binding on the parties.

30.4. Nothing in this Clause shall prevent the Company from seeking interim, injunctive, or conservatory relief before any court of competent jurisdiction where necessary to protect its rights, intellectual property, confidential information, systems, or business interests.

31.1. The Company reserves the right to amend, update, revise, replace, or modify these Terms, policies, pricing structures, or operational guidelines at any time and at its sole discretion.

31.2. Any amendment or modification shall become effective upon publication, notification, or continued availability through the Company’s platforms or communication channels, unless otherwise stated by the Company.

31.3. Continued access to or use of the Services after such amendments shall constitute acceptance of the updated Terms.

These Terms and any dispute arising out of or connected with the Services shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria.

33.1. These Terms, together with any applicable proposals, service agreements, quotations, invoices, policies, or written communications expressly incorporated herein, constitute the entire agreement between the parties relating to the Services and supersede all prior discussions, negotiations, understandings, representations, or agreements relating to the subject matter.

33.2. The Client acknowledges that it has not relied upon any statement, representation, warranty, or promise not expressly contained in these Terms.