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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.
By using our website at https://www.digitalspyse.com.ng, 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.
Digital Spyse provides digital services including but not limited to:
The specific scope of services for each engagement will be defined in a written project proposal or service agreement provided before work commences.
All projects commence with a written proposal outlining the scope of work, deliverables, timeline, and pricing. A project is considered accepted when:
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.
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.
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.
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.
Payments by Nigerian clients are processed in Nigerian Naira (₦). International clients may be invoiced in USD. Exchange rates apply at the time of invoice.
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.
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).
Digital Spyse retains the irrevocable right to display completed work in its portfolio, case studies, website, social media, and promotional materials, unless the client specifically requests confidentiality in writing at the time of project commencement.
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.
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.
Where we use open-source software or frameworks, such use is governed by the respective open-source licence agreements, which the client acknowledges.
The client agrees to:
Delays caused by the client's failure to meet these obligations may extend the project timeline. Digital Spyse is not liable for resulting delays.
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.
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.
We warrant that:
The client warrants that:
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.
To the fullest extent permitted by Nigerian law:
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 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.
We may terminate a project or these Terms if:
In such cases, the client remains liable for work completed to date.
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.
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.
For questions about these Terms of Service, please contact us:
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