terms of service

 

section 7.1

terms

the performance of the services and delivery of tangible property (collectively the “design and production services”) described here or a subsequent document of which these terms and conditions are a part (or are on the face hereof) by cokards creative agency to the client identified in such document or agreement (“client”) is governed by the following terms and conditions. unless otherwise agreed in writing, cokards creative agency expressly rejects any additional or different terms or conditions proposed by client.

 

section 7.2  

description of work

the scope of work to which these terms and conditions are referenced shall include the final scope of work and project specification deliverables (the “project”), these terms and conditions, and any change orders set forth in writing and executed by cokards creative agency and the client after the acceptance of the original scope of work. changes to the scope of work may result in adjustments to the charges for the project, and a change order document will be sent with an accompanying invoice.

 

section 7.3

payment

payment for services will be made as follows. 60% of the  fees are due upon acceptance of the agreement. cokards creative agency will invoice the client according to the statement of work. client shall pay all amounts due on invoices within 14 days of receipt. the balance (including any and all expenses for vendors, service providers, specialists or subcontractors engaged in accordance with the proposal (“outside expenses”) not paid in advance by client) will be due upon delivery of the finished project. except for the portions of invoices that are disputed in good faith by the client for not being in accordance with the terms and conditions of this agreement, any amounts not paid when due shall accrue interest at the rate of 5% per month from the date due until paid. cokards creative agency reserves the right to withhold delivery of all electronic and/or printed materials until the undisputed portion(s) of overdue invoices are paid. all outside expenses, including but not limited to, photography, illustration, copywriting, printing, mileage, photocopies and colour outputs will be billed separately.

 

section 7.4  

changes to the scope of work

revisions or author’s alterations to the scope of work shall obligate the client to additional fees and costs. these may include but are not limited to: structural changes made to project after the final copy has been accepted and signed off by both parties; changes made to the design after layouts, website design, or site map that 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 copy will be provided electronically. change orders will be prepared by cokards creative agency and provided to the client outlining the changes to the scope of work, and any additional costs for those changes. the client agrees to pay cokards creative agency additional fees and costs for said revisions or alterations at a rate of NGN20, 000.00 per hour. hourly rates quoted in proposals will remain in effect until further written notice is given and where there is a conflict between the hourly rate in a proposal and this agreement, the former shall prevail. if cokards creative agency is unable to meet the delivery schedule set forth in the agreement due to delays by client or changes requested by client in the scope of work, cokards creative agency may, in its discretion, revise the delivery schedule as necessary and provide for adjustments in the costs for the project.

 

section 7.5

overtime/rush charges

estimates are based on normal and reasonable time schedules, and may have to be revised to take into consideration any “rush” requests requiring overtime or weekends. knowledge of client’s deadline is essential to provide an accurate estimate of costs. cokards creative agency overtime incurred at the client’s request will be billed at a rate of NGN20, 000.00 per hour. the client will only be responsible for the following additional charges imposed by outside suppliers:pre-press or printers, to meet client’s “rush” requests. to the extent possible, cokards creative agency will advise client of all situations that require overtime and/or rush charges, and the amount of additional charges that will be assessed to meet such overtime requirements or rush requests. rush or overtime fees may be incurred if the client does not meet approval or content deadlines which have been established to meet the approved project schedule.

 

section 7.6

ownership and usage rights

the rights to be granted by cokards creative agency under this agreement will be transferred to client once full payment for services is made by client to cokards creative agency. upon receipt of full payment, the client is hereby transferred all exclusive and unlimited usage and reproduction rights to the final designs prepared for client as part of the project. except for the foregoing transfer, all right, title and interest to all designs and artwork (whether draft or final versions) remain with cokards creative agency or its contractors or vendors, as applicable. this includes, but is not limited to, layouts, animations and designs created by cokards creative agency or its contractors or vendors, computer disks containing such layouts, photography or illustration created by independent photographers or illustrators commissioned by cokards creative agency, and photography or other images purchased by cokards creative agency from a stock agency on the client’s behalf. cokards creative agency reserves the right to reproduce any and all designs created by cokards creative agency in print and electronic media for cokards creative agency’s promotional purposes for an unlimited period of time. cokards creative agency has the right to retain a printed sample of each tangible product produced as a result of the project. in developing any brand marks, cokards creative agency will use reasonable commercial efforts, consistent with standards in the industry, to ensure that any such brand marks are original. cokards creative agency’s efforts shall not include a complete trademark clearance search. should a higher level of assurance be required by client, the services of a trademark search firm and intellectual property attorney should be retained by client.

 

section 7.7

non-disclosure of confidential information

each party will not, at any time, whether during or after the termination or expiration of this agreement, for any reason  whatsoever, disclose to any person or entity or use for any purpose other than fulfilling its obligations hereunder, the other party’s confidential information, as defined below. any concepts, business strategies, trademarks, service marks, materials, outlines or confidential information. provided to a party by the other party constitute trade secrets and confidential information under this  agreement and shall not be used by the other party for any other purpose than for the purpose of the project.

 

section 7.8

confidential information

confidential information means all confidential and proprietary information of either party, including, without limitation, information relating to: the business; trade secret information; client, investor, customer and supplier lists, and contracts or arrangements; financial information; market research and development procedures, processes, techniques, plans and results; investment or acquisition opportunities, pricing information or policies; computer software, passwords, programs or data; and all other business related information, whether such information is in written, graphic, recorded, electronic, photographic, data or any machine readable form or is orally conveyed to or developed by the other party; provided that confidential information shall not include information which:

(a) is in or hereafter enters the public domain through no fault of the receiving party;  

(b) is obtained by the receiving party from a third party having the legal right to use and disclose the same;

(c) is in the possession of the receiving party prior to receipt from the disclosing party, as evidenced by the receiving party’s written records pre-dating such receipt;

(d) is independently developed by the receiving party as evidenced by written record proving such independence; or,

(e) is required to be disclosed by governmental order or judicial subpoena, provided that prior to disclosure the receiving party shall give the disclosing party prior notice to allow the disclosing party an opportunity to obtain an appropriate protective order.

 

section 7.9

return of confidential information

each party shall, upon the request of the other party, return to the other party all written or other descriptive materials  containing confidential information or otherwise relating to the other party, its business and its intellectual property, including, but not limited to, drawings, blueprints, descriptions, notes, analyses or other papers or documents which contain any such information. in any event, upon the completion or expiration of this agreement, or if this agreement is terminated  for any reason, each party shall, without request by the other party, return all aforementioned confidential information; provided that each party may retain one archival copy of the confidential information, solely for the purpose of determining its obligations under this agreement.

 

section 7.10

indemnification

each party shall indemnify, defend, and hold harmless the other and its affiliates, officers, agents, and employees, from any and all claims, suits, actions, demands, damages, liabilities, expenses (including reasonable fees and disbursements of counsel), judgments, settlements and penalties of every kind that may be asserted or incurred including but not limited to:

(a) any breach by such party of any trademark, trade name and/or copyright infringement, invasion of privacy, defamation, or other wrongful use of any pictures, photographs, images, copy or other materials; and/or

(b) the negligent, intentionally wrongful or illegal acts or omissions of such party, its employees, agents, subcontractors or other representatives and/or

(c) violations of any federal, state, local and/or international laws, rules and/or regulations to which such party is subject.

 

section 7.11

applicable law/dispute resolution

the parties herein agree that any dispute arising from the breach or non-compliance with any of the terms of this agreement shall be settled internally through consultation and negotiation between the authorized representatives of all parties in the spirit of mutual co-operation, and that in the event of a deadlock the parties shall refer the dispute to arbitration within 5 days from the date of deadlock.

the applicable law shall be 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 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 over the parties. the venue for arbitration shall be the lagos multi door court house, lagos, nigeria.

 

section 7.12

cancellation

in the event the client cancels this agreement prior to the completion of the project, within five (5) business days of such cancellation, client shall pay (a) cokards creative agency for all work performed by cokards creative agency up to the date of termination,  (b) for all contracted outside expenses and commitments that have been incurred and cannot be cancelled, (c) cokards creative agency up until the percentage of work completed; in the event that cokards creative agency has put in more work than the total payment received, cokards will access the level of project completion in percentages and an invoice will be issued to that effect.

 

section 7.13

errors

the client has the responsibility to proofread and examine all work produced during the project. therefore, the client is  ultimately responsible for any typographical, spelling, grammatical, copy, photographic, illustrative, layout or other errors  discovered after printing or reproduction, or for any work or services performed by any party selected by the client. in the event the client determines that there are errors in the work produced during the project, client shall notify cokards creative agency of any errors within 48 hours of client’s determination. failure to promptly notify cokards creative agency shall constitute a waiver by client of any claim arising out of such errors.

 

section 7.14

performance

each party shall use commercially reasonable efforts or fulfil its obligations hereunder, but shall in no event be responsible for any failure or delay in performance due to any catastrophe, act of god or government authority, civil strife, or any other cause beyond the control of such party. in no event shall cokards creative agency’s liability exceed the sum of payments received from the client under this agreement. neither party shall be liable to the other for any consequential, indirect, special nor punitive damages, even if such damage were reasonably foreseeable.

 

section 7.15

waiver

any waiver by either party, whether express or implied, of any provision of this agreement, , or any course of dealing hereunder, shall not affect such party’s right to thereafter enforce such provision or to exercise any right or remedy in the event of any other default or breach whether or not similar.

 

section 7.16

severability

if any provision of this agreement shall be deemed void in whole or in part for any reason whatsoever, the remaining provisions shall remain in full force and effect.

 

section 7.17

independent contractor

in performing their respective obligations under this agreement, the parties agree that their relationship is that of independent contractors and not that of a partners, joint ventures, agents, employees or part-time employees of the other party. neither party will represent itself as, act or purport to act as or be deemed to be the agent, representative, employee or servant of the other party.

section 7.18

notices

if either party is required or permitted to send the other party any notices, such notices shall be in writing and sent to the  other party at its last business address by registered or certified mail, postage prepaid, return receipt requested or by private overnight delivery service, return receipt requested or by electronic mail to the addresses set out below. notices shall be effective upon receipt to cokards: [office@cokards.agency]

 

section 7.19

representations and warranties

cokards creative agency represents and warrants (i) that cokards creative agency has no obligations, legal or otherwise, inconsistent with the terms of this agreement or with cokards creative agency undertaking this relationship with the client, (ii) that the performance of the services called for by this agreement do not and will not violate any applicable law, rule or regulation or any proprietary or other right of any third party, (iii) that cokards creative agency will not use in the performance of his responsibilities under this agreement any confidential information or trade secrets of any other person or entity and (iv) that consultant has not entered into or will enter into any agreement (whether oral or written) in conflict with this agreement

 

section 7.20

injunctive relief

cokards creative agency acknowledges that disclosure of any confidential information by him will give rise to irreparable injury to the client or the owner of such information, inadequately compensable in damages. accordingly, the client or such other party may seek and obtain injunctive relief against the breach or threatened breach of the foregoing undertakings, in addition to any other legal remedies which may be available. the cokards creative agency further acknowledges that the enforcement of a remedy hereunder by way of injunction will not prevent him from earning a reasonable livelihood. cokards creative agency further acknowledges and agrees that the covenants contained herein are necessary for the protection of the client's legitimate business interests and are reasonable in scope and content.

section 7.21

service management

effective support of in-scope services is a result of maintaining consistent service levels. the following sections provide relevant details on service availability, monitoring of in-scope services and related components.

service availability

coverage parameters specific to the service(s) covered in this agreement are as follows:

  • email support: monitored 10:00 a.m. to 04:00 p.m. monday – friday

  • emails received outside of office hours will be collected, however no action can be guaranteed until the next working day

  • working support: we would be providing design and development services from monday – friday. (any arrangement different from this should be communicated at least 3 working days before-hand, and will have to be agreed to in writing by cokards )

  • 60% mobilization payment is required from the client before the project can commence

  • service assistance for requests is guaranteed within 72 hours of contact during the business week, during the duration of the project.

service requests

in support of services we offer, cokards creative agency will respond to service-related incidents and/or requests submitted by the customer within the following time frames:

 

  • 0-4 hours (during business hours) for issues classified as high priority.

  • within 48 hours for issues classified as medium priority.

  • within 3 working days for issues classified as low priority.

 

remote assistance will be provided in-line with the above timescales dependent on the priority of the support request.

service assumptions

assumptions related to in-scope services and/or components include:

  • changes to services will be communicated via email and documented to all project stakeholders.

section 7.22

entire agreement

this agreement and the attachments hereto represent the entire agreement between cokards creative agency with respect to the performance of the design and production services and supersedes any prior oral or written agreements of discussions, may not be modified or amended unless 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.

digital signatures, virtual and/or oral acknowledgements are considered legal and binding.

all projects done by cokards creative agency will be covered under our terms of service except expressly stated in writing and signed by both parties.

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