Terms of Service

Coker Oluwafemi's Responsibilities

It is my responsibility to work with the highest degree of professionalism as I make myself available to answer the project queries of my clients. It is my utmost responsibility to create a work environment where collaboration is possible as I coordinate and manage projects strategically; working in the service of the project objectives.

Client's Responsibility

It is your responsibility as the client to pay all engagement and support costs at the right time and that you make yourself available or provide a representative available to answer all queries as I attempt to understand the expectations of your business and other relevant information.

Booking System

During the course of the project engagement, I reserve my time to work exclusively for my clients. I also offer dedicated support to businesses that need it as I integrate my creative organization with your business practice.

Payment and Terms

I spread payment for my services into manageable and trackable portions; typically a bulk of the payment is made upfront as mobilization at the beginning of the engagement, with the remainder due upon the completion of key project milestones. Invoices are due within 14 days of receipt. Delayed payments are subject to penalties and late fees.

I also offer retainers and subscription-based services that require periodic payment. This allows clients to budget for services over a longer period of time and ensures they receive the same quality of service throughout the duration of the engagement.

Suspension and Termination

If the action or inaction of a client causes a delay or the suspension of performance of services, both parties will seek the following remedies:

• I will use all reasonable efforts to continue performance as practicable under the circumstances and the client will continue to make all scheduled payments;
• I will re-assign personnel to extend the client's work schedule without liability, while the client pays the additional cost if any. Notwithstanding the above, I shall have the right to invoice the client for any work performed up until the date of suspension.

Changes to the Scope of Work

Revising the scope of agreed work shall obligate the client to additional fees and costs. These may include but are not limited to:

• Structural changes made to the project after the final copy has been accepted and signed off by both parties;
• Changes made to the design after layouts, website design, user interface or site map have been approved and signed off by the client;
• Extensive alterations; a change in marketing objectives on the part of the client and new work requested by the client after the execution of the agreement and sign off by the parties.

All production costs are based on the assumption that content will be provided electronically. I will prepare a 'change order' for the client in the event of scope extensions; carefully outlining the changes to the entire scope, as well as any additional costs for those changes.

Limitation of Liability

The total liability I can incur to the client for any cause whatsoever, will be limited to the lesser of the client's actual damages or the total cost paid to me for services and deliverables subject to the client's claim.

In no event will either party be liable for special, indirect, consequential, or incidental damages, including but not limited to loss of profits, revenues, data or power, damage to or loss of the use of products, damage to property, claims of third parties, including personal injury or death, suffered as a result of the provision of services or use of deliverables.

Agreement to Arbitrate

In the case of any disputes arising from a breach or non-compliance with any of the terms of this agreement, Coker Oluwafemi and the client shall immediately seek to settle the matter internally through consultation and negotiation between the authorized representatives of all parties in a spirit of mutual cooperation.

In the event of a deadlock where no meaningful progress can be made, the parties shall refer the dispute to arbitration. The applicable law shall be the Arbitration and Conciliation Act Cap 18 laws of the Federation of Nigeria 2004. Each party shall appoint an arbitrator and the two arbitrators so appointed shall by an instrument in writing jointly appoint a third who shall preside over the deliberations of the arbitration. The award of the arbitrators shall be final and binding on the parties. The venue for arbitration shall be the Lagos multi-door court house, Lagos, Nigeria.

Disputes arising out of or in connection with international clients shall be finally settled under the rules of arbitration of the international chamber of commerce by one or more arbitrators appointed in accordance with the said rules. The venue for arbitration shall be the Lagos multi-door court house, Lagos, Nigeria.

Events Beyond my Control

Under this agreement, neither party will be held responsible for any delays or failures in performance due to circumstances beyond their control. This includes delays or failures caused by the other party, acts of state or government, terrorism, natural disasters, power failure, or other similar events. In the event of such a delay, the delivery date or time of completion will be extended by a reasonable amount of time to overcome the effects of the delay. This ensures that both parties are protected in the event of unforeseen circumstances that may affect their ability to fulfill their obligations under the agreement.

Indemnification

Under this agreement, each party agrees to indemnify and hold the other party harmless from any claims, suits, actions, damages, liabilities, expenses, settlements, and penalties arising from any breach of this agreement, including but not limited to:

• Any breach of trademark, trade name, or copyright infringement, invasion of privacy, defamation, or other wrongful use of materials.
• The negligent, intentional, or illegal acts or omissions of the party, their employees, agents, subcontractors, or other representatives.
• Violations of any federal, state, local, or international laws, rules, or regulations that apply to the party.

This means that each party will be responsible for any legal consequences arising from their actions or omissions under this agreement, and will protect the other party from any related liabilities. This helps to ensure that both parties are held accountable for their actions and are protected from potential legal risks.

Governing Law

This agreement and any disputes or claims arising from it will be governed by the laws of the Federal Republic of Nigeria. This means that any legal disputes or claims related to this agreement will be resolved in accordance with Nigerian law.

Survivorship

If any part of this agreement is deemed void for any reason, the remaining provisions will remain in full force and effect. This means that even if one part of the agreement is found to be invalid, the rest of the agreement will still be binding and enforceable.

Ownership and Intellectual Property

As part of this agreement, the rights to the project will be transferred to the client once payment is made in full. This means that the client will have the right to use, reproduce, and promote the project as they see fit. However, I retain the sole right to distribute the copyright and intellectual property related to the logos, marks, and graphical elements created, unless otherwise specified. This ensures that I am recognized as the creator of the work and that my moral rights are protected.

Moral Rights

Article 27 of The Universal Declaration of Human Rights states that "everyone has the right to the protection of the moral and material interests resulting from any scientific, literary or artistic production of which he is the author."

As an author, I will not waive my moral rights and will ensure that I am recognized as the creator of my work. This means that I have the right to protect the integrity of my work and to object to any changes or modifications that may be harmful to my reputation or artistic vision. I also have the right to promote and discuss my work, and to credit any independent authors or collaborators who contributed to the project. By maintaining my moral rights, I can ensure that my work is treated with respect and that my contributions are acknowledged.

Entire Agreement

This agreement represents the entire agreement between Coker Oluwafemi and his clients with respect to the performance of the design and production of services. This agreement supersedes any prior oral or written agreements of discussions, may not be modified or amended except in writing signed by each of the parties, and may not be assigned by either party without the written consent of the other party which consent will not be unreasonably withheld.