Digital Services Agreement

In this Agreement:

“Agreement”

means these terms, together with your Order and the Product Page for the Digital Product you buy.

“Business Day”

means Monday to Friday, excluding public holidays in Nigeria; “Business Hours” means 9:00 to 17:00 West Africa Time (WAT), Monday to Friday, excluding public holidays in Nigeria.

“Client Content”

means any text, images, logos, data, files, credentials and other material that you, your users or anyone acting for you provide to us or put into a Digital Product.

“Deliverables”

means the set-up, configuration, websites, platforms, software access, documents, training and other outputs we provide under an Order.

“Digital Product”

means any digital technology product or service we sell, including software set-up, websites, platforms, subscriptions, licences, digital gift products and related onboarding, training and support.

“Fees”

means the price shown in your Order and any other charges that apply under this Agreement.

“Order”

means your purchase through our website, or a written quotation or invoice from us that you accept, including the order confirmation we send you.

“Our Materials”

means our platforms, software, source code, templates, designs, workflows, documentation, tools, methods and know-how, whether they existed before your Order or were developed while working with you, and all improvements to them.

“Product Page”

means the description of the Digital Product on our website (including the plan, options and inclusions you selected) at the time you place your Order.

“Recipient”

means a person or organization to whom you give a Digital Product as a gift.

“Subscription Term”

means the period you have paid for access to a Digital Product, including any renewal period.

“Third-Party Services”

means services provided by anyone other than us, such as hosting, domain registration, email, cloud storage, software licences, SMS and WhatsApp messaging, and payment gateways.

Headings and the short version are for convenience only and do not affect how this Agreement is interpreted. Words such as “including” and “for example” do not limit the words before them. “Writing” includes email and WhatsApp messages.

If documents conflict, this order of priority applies:

1. (a)a written agreement for your project signed by both of us;
2. (b)your Order;
3. (c)this Agreement; and
4. (d)the Product Page.

This Agreement applies to every Order for a Digital Product. It does not apply to physical products, except where a physical product is sold together with a Digital Product (for example, a device with a software set-up), in which case it applies to the digital part.

You accept this Agreement by ticking the acceptance box at checkout, by accepting a quotation or invoice that refers to it, or by using a Digital Product. You do not have to open the Agreement before ticking the box, but by ticking it you confirm that it was available to you, that you had the opportunity to read it and that you agree to be bound by it. Clause 22 explains how acceptance is recorded.

If you accept on behalf of an organization, you confirm that you are authorised to bind it, and “you” includes that organization.

You must be at least 18 years old and legally able to enter into contracts.

We will provide the Digital Product and Deliverables described on the Product Page and in your Order, including the plan, options and quantities you selected. Anything not expressly described there is outside the scope of your Order.

Timelines on the Product Page or given by us are good-faith estimates, not fixed deadlines, unless we agree a fixed date in writing.

We decide how the work is carried out, including the tools, methods, team members, partners and subcontractors we use, while delivering what you ordered.

We may improve, update or change the features of a Digital Product from time to time, provided the core functionality you paid for is not materially reduced during your current Subscription Term.

Where your Deliverables include setting up or configuring Third-Party Services, we do this on your behalf; the Third-Party Service itself is provided under its provider’s own terms.

After you order, we will contact you to schedule onboarding. So that we can deliver on time, you agree to:

1. (a)provide complete and accurate Client Content, information and decisions when we ask for them;
2. (b)give us the access, accounts, credentials and permissions we reasonably need (for example, to domains, hosting, social media accounts and devices);
3. (c)review work and either approve it or tell us what needs to change within 5 Business Days of our request;
4. (d)name one person who can make decisions and give approvals for you; and
5. (e)keep your own copies and backups of the Client Content you send us.

If you delay, do not provide what we need, or change your instructions, our timelines are extended by at least the length of the delay and we are not responsible for any effect this has. If a delay lasts more than 10 Business Days, or means we have to reschedule our team, we may pause the work and charge reasonable fees for the extra time and re-planning.

If we have asked you in writing at least twice for something we need and have not received it within 30 days of our first request, we may close the project and treat the Fees for it as earned. We will gladly restart when you are ready; a restart fee may apply.

You are responsible for everyone you allow to use a Digital Product, and for keeping passwords, devices and access details secure.

Fees are payable in full and in advance, at checkout or by the due date on our invoice, unless we agree otherwise in writing. Work starts once payment has been received in cleared funds.

Fees are non-refundable once onboarding or set-up has started (including when we schedule your onboarding, create accounts, start configuration or reserve our team’s time), except where the law requires otherwise. If you cancel before onboarding has started, we will refund the Fees less any Third-Party Service costs already incurred, payment processing charges and an administration charge of up to 10%.

Where a Digital Product is sold as a subscription, it continues for further periods of the same length when the renewal Fee is paid. We will send you a reminder or invoice before each renewal date. If a renewal Fee is not paid by its due date, clause 13 applies.

We may change our prices for renewals and new Orders. We will give you at least 30 days’ notice of a price increase that affects your renewal. The price of a period you have already paid for will not change.

Unless your Order expressly includes them, you are responsible for the cost of Third-Party Services, including hosting, domain names, email, software licences, SMS and WhatsApp messaging credits, and payment gateway and transaction fees. Where we pay for any of these on your behalf, you will reimburse us on request. Changes in third-party prices are passed on to you.

Fees do not include value added tax or other taxes, duties and levies unless stated otherwise, and you are responsible for paying them. If the law requires you to deduct withholding tax, you must send us the official receipt or credit note within 30 days; until you do, the amount deducted remains payable.

Overdue amounts may attract a late payment charge of 2% per month (or the maximum allowed by law, if lower) from the due date until payment. You will also reimburse our reasonable costs of recovering overdue amounts.

If you believe an invoice or charge is wrong, tell us within 7 days and pay any undisputed part on time. Please contact us first and give us a fair chance to resolve any payment issue before raising a chargeback or dispute with your bank or payment provider. If a chargeback is raised for Fees that were properly due, we may suspend the Digital Product and recover the amount together with any charges we incur.

Any request to add to or change the scope of your Order (for example, new features, pages, integrations, extra users, design changes after approval, additional training or content work) is a change request.

We will tell you the cost and the effect on timelines. Change requests are billed separately at our current rates and are carried out only after you approve our quote and, where we ask, pay in advance.

We may choose to make small adjustments at no charge. Doing so once does not oblige us to do so again.

When a Deliverable is ready, we will tell you by email or WhatsApp and give you access to review it.

You then have 5 Business Days to review it and either accept it or send us a written rejection that clearly lists how it does not match your Order or the Product Page.

A Deliverable is accepted at the earliest of:

1. (a)you accepting it;
2. (b)5 Business Days after we notify you that it is ready, if we have not received a written rejection; or
3. (c)you or your users first using it live (for example, publishing a website, taking real bookings, payments or registrations, or entering live business data).

If you reject a Deliverable in line with this clause, we will fix the listed issues within a reasonable time and resubmit it, and this clause applies again. A rejection cannot be based on matters outside your Order, on a change of preference after approval, or on issues caused by Client Content or Third-Party Services.

Minor issues that do not stop you from using a Deliverable do not prevent acceptance; we will fix them as part of support.

Support is provided on WhatsApp on 0907 898 7201 (+234 907 898 7201) and by email at admin@the.shinabello.com during Business Hours (9:00 to 17:00 West Africa Time (WAT), Monday to Friday, excluding public holidays in Nigeria).

Support covers help with using the Digital Product as delivered and fixing faults in our work. It does not cover new features, training beyond what you ordered, content updates, or issues caused by Client Content, misuse, changes made by you or others, or Third-Party Services. We are happy to help with those as a change request.

Any response or resolution times we publish or mention are targets, not guarantees. We will use reasonable efforts to respond within one Business Day.

We and our providers may carry out scheduled maintenance, updates and security work. Where practical, we will do this outside Business Hours and tell you in advance about planned downtime that we expect to be significant. Urgent maintenance may happen without notice.

We do not guarantee that a Digital Product will be uninterrupted, error-free or available at all times. Availability of hosting and platforms is limited to what the relevant provider offers, and we do not give any uptime commitment beyond that.

You own your Client Content. You give us a non-exclusive, worldwide, royalty-free licence to host, copy, store, process, adapt (for example, to format or resize it) and display Client Content as needed to provide the Digital Product, support and backups, to exercise our rights under clause 11, and to comply with the law. This licence lasts for as long as we hold the Client Content under clause 14.

You confirm that you have all the rights, licences, consents and permissions needed for your Client Content (including images, fonts, trademarks and personal data), and that our use of it under this Agreement will not infringe anyone’s rights or break any law.

You are responsible for the accuracy, quality and legality of your Client Content and for decisions you make using the Digital Product.

Each of us will comply with the Nigeria Data Protection Act 2023 and any other data protection law that applies. Where we process personal data on your behalf as part of a Digital Product (for example, data about your customers, students or staff), you are the data controller and we act as your data processor. We will process that data only on your documented instructions (this Agreement and your use of the Digital Product are your instructions), keep it confidential, protect it with appropriate technical and organisational measures, use sub-processors such as hosting providers only under appropriate terms, notify you without undue delay of a personal data breach affecting it, help you respond to requests from data subjects (at your cost where more than reasonable effort is needed), and return or delete it at the end of your Order under clause 14.

You are responsible for having a lawful basis for, and giving any required notices about, the personal data you put into a Digital Product.

We handle the personal data you give us as a customer (such as your name, contact and billing details and your acceptance record) as described in our privacy policy, and keep records of your acceptance for as long as we may need them to show what was agreed.

Where a Digital Product includes backups, we take reasonable steps to keep them, but you remain responsible for keeping your own copies of important Client Content. Our only responsibility for lost or corrupted data is to restore the latest available backup.

We (or our licensors) own all rights, title and interest, including all intellectual property rights, in Our Materials. Nothing in this Agreement transfers ownership of Our Materials to you.

Once all Fees are paid, we give you a non-exclusive, non-transferable, non-sublicensable licence to use the Digital Product and Deliverables for your own business or personal purposes during the Subscription Term or, for one-off Deliverables without a subscription, for as long as you comply with this Agreement.

Customisations we make specifically for you (such as configurations, themes, layouts and workflows) are licensed to you on the same terms, not assigned, unless we agree in a document signed by us to assign them. Your logos, brand assets and Client Content remain yours.

You must not (and must not allow anyone else to) copy, resell, sublicense, rent or share a Digital Product outside your organization; reverse engineer, decompile or try to extract its source code, except where the law allows; remove our notices; or use Our Materials to build a competing product or service.

We may freely use any feedback or suggestions you give us.

Third-party and open-source components included in a Digital Product are licensed under their own terms.

Unless you ask us in writing before delivery not to, we may include a discreet credit and link (for example, “Built by The Shina Bello”) in websites and platforms we deliver, and show the work (screenshots, a short description and your name and logo) in our portfolio, case studies and marketing. We will never publish your confidential information or personal data. Removing a credit after delivery may be treated as a change request.

Where a Digital Product is bought as a gift with a “Gifted by” credit, the product may show that credit (for example, the gifter’s name and a link to their social profile) as chosen at checkout. The buyer confirms that the credit is accurate and lawful and that they are entitled to use any name, image or profile it links to. The Recipient may ask us to remove the credit, which we may do without any refund.

You must not use a Digital Product, or allow it to be used, to break any law or regulation; infringe anyone’s rights; send spam or unsolicited messages (including bulk SMS or WhatsApp messages without consent); distribute malware; try to gain unauthorised access to any system; store or publish content that is fraudulent, defamatory, obscene, hateful, harassing or harmful to children; collect personal data unlawfully; take payments for illegal goods or services; or place an unreasonable load on our systems.

You must comply with the policies of the Third-Party Services connected to your Digital Product (for example, WhatsApp Business, payment gateways and hosting providers).

We may remove or disable content that we reasonably believe breaks this clause.

We may suspend all or part of a Digital Product, with notice where practical, if:

1. (a)any Fees are 7 or more days overdue;
2. (b)we reasonably believe you have broken clause 12, or your use creates a security, legal or operational risk for us, our other clients or anyone else;
3. (c)a Third-Party Service suspends the account the Digital Product relies on; or
4. (d)the law or a competent authority requires us to.

Fees remain payable during a suspension. We will restore access promptly once the cause has been resolved and may charge a reasonable reactivation fee.

Suspension does not limit our other rights, including our right to end this Agreement.

This Agreement starts when you accept it and continues until every Order under it has ended.

You may cancel future renewals of a subscription at any time by telling us by WhatsApp or email at least 7 days before the renewal date. Your access continues until the end of the period you have paid for. Fees for the current period are not refundable, in full or in part.

We may end this Agreement or any Order immediately by written notice if:

1. (a)you break this Agreement and, where the breach can be put right, do not put it right within 7 days of our notice;
2. (b)you do not pay any amount when it is due;
3. (c)you break clause 12; or
4. (d)you become insolvent, make an arrangement with your creditors or stop trading.

We may also end a subscription at the end of any paid period by giving you at least 30 days’ notice (for example, if we retire a product). If we do, we will help you export your data.

For 30 days after an Order ends (the “export window”), and provided all Fees are paid, we will on request make your Client Content available for export in a standard format we choose (for example, CSV files or a site backup). Exports that need more than reasonable effort, or are requested after the export window, may be charged. After the export window we may permanently delete Client Content, except where the law requires us to keep it or it remains in routine backups until they are overwritten.

When this Agreement or an Order ends, all unpaid Fees become due immediately and your licence under clause 10 ends. Clauses that by their nature should continue (including clauses 5, 9, 10, 11 and 15 to 26) continue to apply.

We will carry out our services with reasonable skill and care.

Except as expressly set out in this Agreement, and to the fullest extent permitted by law, Digital Products and Deliverables are provided “as is” and “as available”. We give no other warranties, representations or conditions, express or implied, including about merchantability, satisfactory quality, fitness for a particular purpose, non-infringement or accuracy, or that a Digital Product will meet your requirements or achieve particular business results (such as sales, sign-ups, search rankings or engagement).

We are not responsible for Third-Party Services, the internet, your devices or networks, or for issues caused by Client Content, your instructions, or changes made by you or anyone other than us.

Nothing in this Agreement removes rights that cannot lawfully be removed, including any rights you have as a consumer under Nigerian law (such as the Federal Competition and Consumer Protection Act 2018) that cannot be excluded.

Nothing in this Agreement limits liability for death or personal injury caused by negligence, for fraud, or for anything else that cannot be limited by law.

Subject to the clause above, we are not liable to you, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any loss of profit, revenue, business, contracts, anticipated savings, goodwill or reputation; for loss or corruption of data (except our responsibility to restore the latest available backup where backups are included); for business interruption; or for any indirect, special or consequential loss, even if it was foreseeable or we were told it might happen.

Subject to the first part of this clause, our total liability arising out of or in connection with this Agreement and all Orders is limited to the Fees you actually paid us for the affected Digital Product in the 3 months immediately before the event giving rise to the claim.

To the extent permitted by law, any claim must be notified to us in writing within 12 months of the date it arose.

Each limitation in this clause applies separately and continues after this Agreement ends.

You will indemnify us, our team members, subcontractors and partners against all claims, losses, damages, fines, penalties, costs and expenses (including reasonable legal fees) arising out of or in connection with:

1. (a)your Client Content, including any claim that it infringes someone’s rights or breaks the law;
2. (b)your or your users’ use of a Digital Product in breach of this Agreement or the law, including clause 12 and data protection law;
3. (c)any breach of your confirmations in clauses 9 and 11; and
4. (d)any dispute between you and a Recipient, or between you and your customers, staff or users.

We will tell you promptly about any such claim. You may take part in the defence at your own cost; we will keep control of it and act reasonably.

Each of us will keep confidential any non-public information received from the other that is marked as confidential or would reasonably be regarded as confidential (including credentials, business plans, pricing, Our Materials and Client Content). We will each use it only for this Agreement and share it only with people who need it for this Agreement and are bound by similar duties, or where the law requires.

This does not apply to information that is or becomes public (other than through a breach of this clause), that the recipient already knew, developed independently or lawfully received from someone else.

These duties continue for 3 years after this Agreement ends, and without time limit for credentials, source code and trade secrets.

Neither of us is liable for delay or failure to perform caused by events beyond reasonable control, including power or internet outages; failures of hosting, cloud, telecoms, payment or messaging providers; cyber attacks; government action or changes in regulation; strikes; civil unrest; epidemics; fire, flood and other natural events; and currency or banking restrictions. This does not excuse payment of Fees, unless the event prevents payment systems from working.

If such an event continues for more than 60 days, either of us may end the affected Order by written notice. Fees for work already done and non-refundable Third-Party Service costs remain payable.

While this Agreement is in force and for 12 months after it ends, you will not, directly or indirectly, solicit, employ or engage (as an employee, contractor or otherwise) anyone who is or was in the previous 12 months our employee, contractor or subcontractor and was involved in delivering your Digital Product, without our written consent. This does not stop anyone from responding to a general job advertisement.

If you do, you will pay us a fee equal to 30% of that person’s first-year gross pay (or, for a contractor, six months of the fees you pay them), which you agree is a genuine pre-estimate of our loss.

When you buy a Digital Product as a gift, you are our customer under this Agreement. You remain responsible for payment and for the accuracy of the gift details, including the Recipient’s contact details, any message and any “Gifted by” credit.

The Recipient must accept this Agreement (in the version current at that time) when they activate the Digital Product or start onboarding, and we may hold onboarding until they do. Once they have accepted, the Recipient is responsible for their Client Content and their use of the Digital Product.

Gifts cannot be exchanged for cash, refunded to the Recipient or transferred to another person without our consent. A gift must be activated within 12 months of purchase (or any shorter period stated on the Product Page), after which it may expire without refund.

If the Recipient declines the gift, or does not respond within 30 days of our reasonable attempts to reach them, we will let you know and, at our choice, offer you the Digital Product for your own use or a credit towards another Digital Product, less any costs already incurred.

You agree that this Agreement may be concluded electronically, and that ticking the acceptance box at checkout (or accepting through any other electronic means we provide) is your electronic signature and has the same effect as a handwritten signature, in line with the Evidence Act 2011 (as amended), including sections 84 and 93, and section 17 of the Cybercrimes (Prohibition, Prevention, etc.) Act 2015 (as amended).

When you accept, we record the version and a digital fingerprint (SHA-256 hash) of this Agreement, the date and time, your name and email address, your IP address, your browser details and the products concerned. Our records of acceptance are conclusive evidence that you accepted this Agreement, unless there is a manifest error.

We send a copy of this Agreement and of your acceptance record to the email address on your Order, and make it available in your account where you have one. You agree to receive this Agreement, notices and other communications from us electronically.

We may send you notices by email to the address on your Order or account, or by WhatsApp or SMS to the phone number you gave us. A notice is treated as received when sent, unless we receive a delivery failure message.

You may send us notices by email to admin@the.shinabello.com or by WhatsApp on 0907 898 7201 (+234 907 898 7201). Notices of rejection, cancellation, termination or claims must be in writing.

Please keep your contact details up to date. Notices sent to the last details you gave us are valid.

We may update this Agreement from time to time. Each version has a version number and an effective date.

The version you accepted applies to your Order. For renewals, a new version applies from the next renewal if we tell you about it at least 30 days before that renewal date and you do not cancel before it. New Orders are governed by the version you accept when you place them.

Any other change to this Agreement is valid only if it is in writing and confirmed by us.

We may assign, transfer or subcontract any of our rights or obligations (for example, to a company we set up to run the business, or to trusted partners who help us deliver), and we remain responsible for work we subcontract. You may not assign or transfer this Agreement without our written consent.

This Agreement, together with your Order and the Product Page, is the entire agreement between us about its subject matter and replaces any earlier discussions, proposals or statements. Each of us confirms that we have not relied on any statement that is not set out in it. Nothing in this clause limits liability for fraud.

If any part of this Agreement is found to be invalid or unenforceable, it will be changed to the minimum extent needed to make it enforceable, and the rest of the Agreement remains in force.

A delay or failure to exercise a right is not a waiver of it, and waiving one breach is not a waiver of any other breach.

Nothing in this Agreement creates a partnership, joint venture, employment or agency relationship between us.

No one other than you and us has any right to enforce this Agreement, except that the people protected by clause 17 may rely on it.

Any terms in your purchase order or other documents do not apply, even if we accept the document.

This Agreement, and any dispute or claim arising out of or in connection with it (including non-contractual disputes), is governed by the laws of the Federal Republic of Nigeria.

If a dispute arises, either of us may notify the other in writing, and we will both try in good faith to resolve it by negotiation within 14 days.

If it is not resolved, either of us may refer it to mediation in Lagos (in person or online) under the Arbitration and Mediation Act 2023, with a mediator agreed by both of us or, if we cannot agree within 10 days, appointed by the Lagos Multi-Door Courthouse.

If the dispute is not resolved within 30 days of the mediation starting, or either of us declines to mediate, it will be finally resolved by arbitration under the Arbitration and Mediation Act 2023. The seat of the arbitration is Lagos, Nigeria; there will be one arbitrator, agreed by both of us or, if we cannot agree within 14 days, appointed in accordance with that Act; the language is English; and the award is final and binding.

Nothing in this clause prevents us from asking any competent court for urgent injunctive or other interim relief to protect our intellectual property, confidential information or systems, or from bringing proceedings in any competent court to recover unpaid Fees or other debts.

Each of us pays our own costs of negotiation and mediation. The arbitrator may decide who pays the costs of the arbitration.