Terms of Service

1. Introduction & Acceptance

These Terms of Service (these "Terms") constitute a legally binding, contractual agreement set up between you (whether acting individually or representing a chartered corporate body) and Adstart Agency (registered under corporate law as the official trading brand of Adstart Marketing Agency). These Terms strictly govern your digital access, navigational interactions, forms submissions, and workspace utility across adstartagency.com (inclusive of all system mirrors, staging platforms, electronic portfolios, and digital channels affiliated with us).

By continuing to browse this platform, scheduling workspace consultations, commissioning custom software blueprints, or executing project contracts under our team, you explicitly declare that you have read, comprehended, and agreed to be fully bound by the clauses set out in these Terms. If you find yourself in disagreement with any structural rules, liability bounds, or legal conditions captured here, you are strictly prohibited from utilizing our digital platforms, accessing our system tools, or engaging our engineering team.

These terms are established in strict accordance with the laws of the Federal Republic of Nigeria. They dictate the full legal parameters for anyone requesting custom software development, digital system architecture planning, cloud-native deployments, and growth optimization.

2. Definitions

To maintain transparent legal clarity for all international audit parties, the following terms carry specific, immutable definitions within our service ecosystem:

• "Adstart Agency" (also referred to as "the Agency", "We", "Us", or "Our"): The professional software development studio and digital creative consultancy operating legally as Adstart Marketing Agency, which acts as the service controller and engineering authority.
• "Client" (referred to as "You" or "Your"): Any individual professional, venture founder, corporate organization, or institutional entity that accesses this platform, opts into our newsletter loops, registers project queries, or signs software agreements with us.
• "Services": The full range of technology, engineering, and consulting capabilities offered by the Agency, including custom full-stack web applications, backend system programming, UI/UX graphic design, database layout planning, API integrations, digital product optimizations, and growth marketing consultancy.
• "Project": A specific service engagement, program sprint, or custom software build lifecycle formally requested, scoped, and agreed upon by both the Client and Adstart Agency.
• "Deliverables": The custom programmatic scripts, compiled codebases, database layouts, interface design files, tracking schemas, documentation manuals, and digital assets engineered specifically for the Client under a project agreement.
• "SOW" (Statement of Work): The formal, written project invoice, contract document, or scope outline that specifies the exact programmatic features, pricing structures, milestones, and deliverables agreed to for any individual software engagement.
• "Deposit": The initial upfront retainer payment required to commit our engineering reserves and commence project development.
• "Staging Env" (Staging Environment): The live web domain where work-in-progress software systems are securely mounted for client review, usability examinations, and agile QA testing throughout our design sprints.

3. Scope of Services

All service packages, programmatic targets, and system behaviors delivered by Adstart Agency are strictly scoped and documented in a written Statement of Work (SOW) or invoice outline before any active coding starts.

Each SOW specifies the target product parameters, defined acceptance tests, project timeline sprints, specific payment plans, permitted revision review margins, and release criteria. Any addition, modification, or expansion of features requested by the Client during the development cycle will be treated as a "Scope Change." Scope Changes must be formally requested and logistically priced. They may result in revised development sprints and additional fees.

While we strive to accommodate innovative proposals, Adstart Agency maintains absolute, unilateral discretion to decline, pause, or suspend any project that we judge violates local law, promotes secure vulnerability vectors, or compromises our engineering and moral principles. To maintain high quality, we reserve the right to subcontract portions of complex projects to highly vetted external software professionals who operate under strict corporate confidentiality covenants equivalent to our own.

4. Project Process

Our elite software design, coding, testing, and delivery cycles are executed through five structured phases to guarantee production-grade outcomes:

• Phase 1: Architecture Blueprint: In this phase, we map out full relational data models, detail system flow charts, outline user persona paths, select the core API stacks, and establish the technical blueprints for your app's architecture. Both parties must sign off on these specifications before we proceed.
• Phase 2: Design & Prototyping: We translate system logic into interactive layouts, wireframes, and high-fidelity graphic prototypes. The Client must provide written design sign-off at this stage. No core production programming begins without finalized layout approvals.
• Phase 3: Core Code Development: Our software engineers build out the frontend systems and backend routing databases using agile sprits. We publish progress reviews and provide live staging environment links on a regular, bi-weekly basis.
• Phase 4: Quality Assurance & Testing: We run comprehensive automated tests, load-balancing checks, security vulnerability reviews, and multi-device viewport tests to verify the software complies with all specifications.
• Phase 5: Seamless Handover & Delivery: Upon receiving full and final balance payments, we launch the codebase onto production servers, hand over all target files, and transfer source repositories.

Project lifecycles rely heavily on team collaboration. The Client agrees to provide timely feedback, content, assets, and approvals at each defined checkpoint. Adstart Agency cannot be held contractually liable for project delays caused by late feedback, slow client reviews, or delayed asset provision.

5. Fees & Payment

Adstart Agency maintains standard baseline pricing structures tailored to different stages of business growth, as detailed below:

• Starter Package (Launchpad Development): Starting from ₦499,000 NGN (or USD equivalent). Best suited for high-impact landing pages, digital brochures, or validated single-page applications.
• Growth Package (Venture Application): Starting from ₦899,000 NGN (or USD equivalent). Best suited for interactive SaaS prototypes, customized database hubs, custom CMS, and full API integrations.
• Scale Package (Enterprise Architecture): Starting from ₦1,499,000 NGN (or USD equivalent). Tailored for multi-tenant platforms, advanced marketplace portals, high-security financial processing boards, and bespoke corporate installations.

The exact price, currency denomination (Nigerian Naira - NGN or US Dollars - USD), and milestone structures for your specific project will be formally agreed upon in your signed SOW before work begins.

Payment Structure: Unless a customized corporate payment plan is executed within the SOW, our standard billing comprises a 50% non-refundable upfront deposit, required to initiate development and mobilize our team, followed by the remaining 50% balance payment paid immediately upon project completion and system approval, prior to any live production deployment, repository handovers, or final domain transfer.

All invoices generated by Adstart Agency are due and payable within 7 calendar days of receipt. Payments delayed by more than 14 days will automatically accumulate a 5% monthly interest surcharge calculated on the outstanding balance. Adstart Agency retains the absolute security right to freeze staging sites, pause active development, and withhold server deployments for any Client account with payments outstanding past 14 days.

Please note that our fee structures do not include third-party operational costs. The Client is solely responsible for paying subscription costs for web hosting, server platforms, domains, external database plans, paid API channels, secure certificates, and payment portal fees.

6. Revisions & Change Requests

We are dedicated to building pixel-perfect digital solutions. To prevent project drift and keep files orderly, we structure our revision sessions in a systematic, professional manner:

Every standard project includes 2 consolidated revision blocks per phase unless specified otherwise in your SOW. Revisions must be delivered in comprehensive, written lists—not piecemeal, disjointed feedback.

If the Client requests revisions beyond the standard limits, or asks for features outside the boundaries of the signed SOW, such requests will be structured as "Change Requests." We will bill additional revisions at our standard hourly consult rates, communicated and approved in advance. Any modifications requested after you have signed off on a project phase are treated as manual scope expansions and will require separate cost agreements.

7. Intellectual Property

To ensure bulletproof business safety, the transfer and retention of Intellectual Property (IP) rights follow these strict guidelines:

7.1 Client ownership

Upon receipt of full and final payment of all outstanding balances, Adstart Agency transfers complete intellectual property ownership of all custom software code, graphic layouts, technical manuals, database structures, and digital assets compiled specifically for your project. Until your final project balance is fully clear, all IP rights, designs, and code repositories remain the exclusive property of Adstart Agency.

7.2 Adstart Agency ownership

To maintain development efficiency, we utilize pre-existing software tools, boilerplate templates, proprietary internal frameworks, standard scripts, and server management modules that were built by Adstart Agency prior to your engagement. These items ("Agency Pre-existing Materials") remain our property. We grant the Client a continuous, non-exclusive, perpetual, royalty-free, worldwide license to use these materials within their delivered project files. However, you may not sell, lease, or license these components as standalone software products.

7.3 Third-party components

Our custom architectures frequently integrate open-source packages, public APIs, and framework libraries (such as React, Tailwind, and Node.js components). These resources remain subject to their respective operating licenses (such as MIT, Apache, or GNU GPL licenses). We will document and detail all key third-party packages utilized during project planning.

7.4 Portfolio rights

The Client grants Adstart Agency an irrevocable, perpetual, non-exclusive license to display screenshots, preview recordings, list administrative features, and present high-level descriptions of completed projects inside our digital portfolios, social feeds, and marketing materials. If a project contains highly sensitive proprietary operations, the Client may negotiate and execute a written confidentiality opt-out request before development begins.

8. Confidentiality

Adstart Agency maintains a high standard of professional trade secrecy. We pledge that any proprietary business intelligence, client specifications, internal databases, database schemas, product wireframes, operational keys, or financial stats shared with us will be treated as strictly confidential and kept under lock and key.

Our administrative personnel, software developers, and vetted subcontractors are bound by strict, legally valid confidentiality covenants. We will never leak, share, sell, or disclose your corporate data to market competitors or unrelated third parties. These confidentiality commitments remain active and fully enforceable even after project delivery has concluded or your contract has terminated. We gladly support, sign, and execute standard, formal Mutual Non-Disclosure Agreements (NDAs) prior to diving into deep workspace consulting.

9. Client Responsibilities

A highly successful custom software build requires cooperative alignment. The Client acknowledges and accepts the following obligations:

• Provision of Accurate briefs: You must supply a complete account of product goals, functional parameters, and operational boundaries during the initial scoping sessions to prevent blueprint errors.
• Timely Deliveries of Assets: You are responsible for delivering all copy, high-res logos, brand images, interface copy, specific keys, server access details, and domain verifications necessary to hit your scheduled milestones.
• Single Point of Contact: To streamline decision-making, the Client must designate one authorized representative to coordinate with us, compile reviews, and deliver formal approvals.
• Regulatory Legality of Content: You guarantee that all materials, media assets, text, database entries, and technical specs provided to our team are owned by you or carry proper licensing. You guarantee that these assets do not violate any copyright, patent, trademark, or registration regulations.
• Sovereign Compliance: You are responsible for ensuring that the final, delivered product complies with all governing laws, consumer policies, data regulations, and licensing rules within your target operational territories.

10. Warranties

We stand behind the quality of our systems development. Adstart Agency warrants that all engineering deliverables will be executed in a professional manner conforming to standard industry practices. Furthermore, we guarantee that all delivered systems will conform to all specifications captured in your signed SOW at the moment of launch.

To ensure post-launch stability, we provide complimentary technical warranty windows based on your package level:

• Starter Package Warranty: Includes a 30-day post-delivery warranty covering system-critical bugs and defects.
• Growth Package Warranty: Includes a 30-day post-delivery warranty covering database adjustments and system adjustments.
• Scale Package Warranty: Includes an extensive 60-day post-delivery warranty covering full architectural debugging, system security checks, and data operations support.

Our warranties specifically cover critical bugs, functional database errors, programming breaks, and layout issues that deviate from the signed SOW specs. Our warranties do not cover: bugs stemming from client code changes, hosting server failures, regional internet service blocks, changes to browser engines made after launch, or third-party API changes. Warranty claims must be submitted in writing within the defined warranty period.

11. Limitation of Liability

Adstart Agency is committed to building secure, robust, and reliable web applications. However, to maintain reasonable service rates, we must apply sensible limitations to our liability:

In no event and under no legal theory shall Adstart Agency's total aggregate liability regarding any project, engagement, or service exceed the exact total fees paid by the Client to us for that specific project. We shall not be liable for any indirect, incidental, special, exemplary, or consequential damages. This means we are not liable for: loss of business revenue, loss of corporate profits, loss of data, security breaches of client servers, downtime, or business interruptions. We are not liable for failures, changes, or outages of third-party platforms. Nothing in these Terms shall limit our liability for fraud, gross negligence, or willful misconduct.

12. Termination

Should circumstances shift, either party may terminate an active software development engagement according to the following terms:

12.1 Termination by Client

The Client may terminate an active project at any point by providing a 14 days formal written notice to our team. Upon termination, the Client is responsible for paying all fees for engineering sprints, design hours, and deliverables completed up to the date of termination. Upfront deposits are non-refundable once design or development has commenced. Upon full settlement of fees, we will deliver all assets, wireframes, and completed code produced up to that date.

12.2 Termination by Adstart Agency

We reserve the right to terminate an engagement with 14 days written notice for any reason. We also reserve the right to terminate an engagement immediately if: the Client fails to make agreed payments past 30 days, engages in abusive or threatening communication, submits materials that violate local laws, or misrepresents their identity. On our termination, the Client must pay for work completed up to that point.

12.3 Effect of termination

Upon termination, any outstanding balances become immediately due in full. All confidentiality rules, warranty exclusions, liability limits, and intellectual property licenses remain fully active.

13. Hosting & Deployment

Our development teams are fully trained to package, secure, and deploy custom software to production environments. We guide and assist with initial deployments to client-managed staging and target servers as part of project delivery.

Unless an ongoing managed system hosting retainer is agreed upon in writing, Adstart Agency is not responsible for ongoing hosting maintenance, server downtime, or security patches. The Client holds single-handed responsibility for verifying domain renewals, paid server renewals, and SSL certificates. We generally recommend and deploy to premium platforms such as Render, Netlify, Vercel, and Firebase Hosting, which offer reliable security.

14. Maintenance & Support

Once your complimentary post-launch warranty window has concluded, Adstart Agency offers structured monthly "Maintenance Retainers" to ensure your software remains fast, secure, and compatible with modern web engines.

Our retainers are priced and scoped individually according to your software’s complexity. They cover: core database checks, package tracking, security reviews, platform updates, server performance monitoring, and priority troubleshooting. New development tasks, structural features expansion, and deep layout redesigns are not covered under support retainers and will be priced as new projects. Support retainers can be cancelled by either party with a 30-day written notice. Without an active retainer, ongoing support is billed at our standard hourly rates.

15. Acceptable Use of Our Website

You are granted a limited, subjective, non-transferable license to access our platform solely to study our services, review portfolio case studies, access sitemaps, subscribe to insights, and submit project inquiries.

Our platforms may only be used for lawful, professional purposes. You agree not to: submit fraudulent or spam inquiries, upload files containing malware, attempt unauthorized access to our system environments, or copy our code layouts. We reserve the absolute right to block ip channels and secure ports to stop malicious visitors, without prior warning.

16. Dispute Resolution

Adstart Agency believes in establishing harmonious, collaborative relationships. If an administrative query or system disagreement arises, both parties commit to attempting to settle the matter in good faith before taking legal action.

A formal written notice of dispute must be sent to adstartagency@gmail.com. The parties will then have 30 business days to attempt to resolve the issue through mutual negotiations. If a resolution cannot be reached, the dispute will be referred to mediation under the Lagos Court of Arbitration before resorting to court litigation. If mediation fails, the dispute will be referred to and decided by binding arbitration conducted under the provisions of the Arbitration and Conciliation Act 2004 (Federal Republic of Nigeria). Airbtration proceedings will be conducted in Lagos, Nigeria. This clause does not prevent either party from seeking urgent injunctive relief for breaches of intellectual property or confidentiality.

17. Governing Law & Jurisdiction

These Terms, along with your signed SOW, shall be governed, construed, and enforced in accordance with the laws of the Federal Republic of Nigeria. The parties submit to the non-exclusive jurisdiction of the State and Federal Courts located in Lagos, Nigeria. For our international clients, these terms remain governed by Nigerian corporate law, and you agree to follow the defined dispute resolution paths prior to initiating any cross-border legal actions.

18. General Provisions

The clauses detailed below govern the general interpretation and integration of these Terms:

• Entire Agreement: These Terms, alongside any executed project SOWs or written invoices, constitute the entire agreement between you and Adstart Agency. They supersede any prior agreements, email chains, verbal promises, or promotional materials.
• Severability: If any specific clause, limit, or condition within these Terms is declared invalid or unenforceable by a court of competent jurisdiction, that declaration will not affect the validity of the remaining provisions, which continue in full force.
• No Waiver: Our failure to enforce any clause or right in these Terms does not constitute a waiver of our right to enforce it later.
• Assignment: The Client may not assign or transfer their project rights or obligations without our prior written consent. Adstart Agency may assign its rights to a successor entity.
• Force Majeure: Neither party shall be liable for project delays, delivery failures, or performance pauses caused by events beyond reasonable control, including natural disasters, regional power grid failures, sub-sea internet cable cuts, national strikes, government regulations, wars, or global pandemics.

19. Changes to These Terms

Adstart Agency reserves the right to modify, amend, rewrite, or update these Terms of Service as our consulting deliverables mature, our pricing plans adapt, or national laws evolve.

Any updates made to these terms will be marked by a revised "Last Updated" date displayed at the top of this page. We suggest reviewing these terms periodically to stay fully informed of our operational guidelines. If we execute highly material revisions, we will notify our active clients via direct email. Your continued use of our website or systems following the post of updates constitutes your formal acceptance of the revised Terms.

20. Contact

If you have questions, require clarifications regarding these Terms of Service, would like to initiate a custom SOW blueprint, or wish to send legal notices, you are invited to contact us:

Corporate Identity: Adstart Agency (Trading brand of Adstart Marketing Agency)
Compliance Section: Legal Department & Operations
Email Enquiries: adstartagency@gmail.com
Global Chat Desk: +234 907 987 8787
Platform Address: adstartagency.com