Terms of Service

The following Terms of Service from Mactavis Technologies Limited (hereinafter referred to as Mactavis Digital) gives an outline of general rules for communication, privacy and confidentiality, expectations, implications of non-payment, roles and responsibilities of parties, liability, and general terms by which parties are to be bound.

1. Limitations of Scope

Mactavis Digital shall only be responsible for work as stipulated in the scope of service agreed to by parties and contained in the project description. Mactavis Digital shall not be obliged to render any service whatsoever which is beyond the scope of service.

Any alterations the client desires to make to the scope of service shall only be made upon obtaining approval of the alteration from Mactavis Digital.

Any alteration approved by Mactavis Digital will have the effect of nullifying the scope of service contained in the project description and a new scope of service will be drawn up by Mactavis Digital and approved by parties.

Please note that any alteration seeking to increase the scope of service or job description of Mactavis Digital will attract a new invoice from Mactavis Digital to cover the new scope of service to be rendered by Mactavis Digital.

2. Management Responsibility

Mactavis Digital will make available the necessary tools, services, knowledge, methods and resources in its line of business, which are essential to enhance the Client’s operations and mode of carrying out its business. The Client is however, solely and exclusively responsible for its own business performance and its clientele satisfaction.

Furthermore, the Client shall be fully responsible for ensuring compliance with any regulatory, legal or contractual obligations related to the Client's business, including without limitation, to data protection rights and obligations.

Mactavis Digital may participate in implementing needed systems, services and functions were such is a necessary condition in fulfilling Mactavis Digital’s obligations as contained in the scope of service. The Client shall however be solely responsible for the final outcomes of any actions taken in that regard and results produced there from.

3. Proprietary Rights

All content produced by Mactavis Digital within the scope of service including but not limited to; software and code, graphics, wireframes or materials developed or obtained under license by Mactavis Digital from a third party for the Client’s purpose remain the exclusive property of Mactavis Digital or such third party, unless otherwise negotiated.

Where either party decides to terminate the service in line with Clause 5 below and upon the Client having paid all sums due and payable to Mactavis Digital or where Mactavis Digital ceases to be a going concern or ceases to render the services as contained in the project description, any software, code, content management system, theme, plug-in, photoshop document files and other files or code used to create the website, or other deliverables can be used indefinitely by Client for any purpose ancillary to the promotion of its business.

Use must however be restricted to the Client’s business promotion purpose only and the Client shall not resell, license or otherwise allow third parties use of the supplied work without prior approval of Mactavis Digital.

4. Link & Attribution

Mactavis Digital shall have the right to use the Client’s name or website for reference, referral and marketing purposes, unless otherwise agreed.

Furthermore, Mactavis Digital shall have the right to attribute credits to Mactavis Digital and its web address at https://www.mactavis.com or other web pages affiliated to Mactavis Digital.

5. Duration and Termination

These terms of service shall come into effect upon the Client paying the first installment as stated in the project description.

Except for reasons of non-performance by either party, the service shall remain in effect until formally terminated in writing by either party. Termination of this Agreement requires written or email notice delivered thirty (30) days prior to the desired date of termination.

Failure to make any installment payments or any payments whatsoever when such becomes due, gives Mactavis Digital the option after a demand has been made and a period of fifteen days has elapsed, to terminate the service without refund.

Upon the termination of this service for non-payment or non-performance by the Client;

  1. All licenses granted by Mactavis Digital to the Client hereunder shall automatically terminate and the Client shall immediately cease to have the right to use of the licensed content and other deliverables.
  2. The Client's right to services and access to resources afforded by Mactavis Digital to the Client shall automatically and permanently be terminated.

In the event a project is terminated by the Client for any reason after the project initiation and production has begun, the deposit paid to Mactavis Digital shall be forfeited and materials produced up to that point remain the property of Mactavis Digital or its affiliates or partners.

However, termination of the service prior to the project initiation may entitle the Client to a refund provided Mactavis Digital has not incurred any monetary, intellectual, expertise or time related cost. The refund, if any shall be determined by Mactavis Digital taking into consideration any cost it has incurred.

6. Payment for Services

All sums accruable to Mactavis Digital from the Client shall be a debt due and payable on demand. The Client shall be liable to pay in full all invoices within fifteen days of receipt. Any default or delay in paying for any service rendered within fifteen days of receipt of any invoice shall be grounds for immediate termination of the service with Mactavis Digital reserving the right to withhold or howsoever it deems fit deal with work already done in line with Schedule 1 below.

Please note that a 7.5% interest shall be charged per month for every month for which any invoice remains unpaid by the Client.

This, however, is without prejudice to the right of Mactavis Digital to seek or recruit the services of any professional it deems necessary for the purpose of recovering such debt.

7. Liability and Warranty

Mactavis Digital shall meet its obligations in line with the terms of service in a timely and professional manner, using knowledge and skills consistent with generally accepted industry standards.

All services and products provided in the course of the project are provided "as is" and Mactavis Digital shall not be liable for third party obligations or incidentals which it procures to facilitate the service, the control mechanisms of which are beyond Mactavis Digital.

Mactavis Digital shall not be liable for and does not warrant that any third party software, products or services provided hereunder will be uninterrupted or error-free.

Furthermore, Mactavis Digital shall not be liable to the Client for any loss arising from or relating to any third party hardware, software, information or materials. Mactavis Digital is also not liable for direct or indirect damages created by viruses, hackers or other malicious or accidental destruction of systems or data.

Under no circumstances, shall Mactavis Digital be liable for any direct, incidental, special or consequential damages or otherwise, including any damages that result from the use of or inability to use the website or deliverables.

Mactavis Digital shall not be responsible for any damages whatsoever that result from mistakes, omissions, interruptions, deletion of files, errors, defects, delays in operation or transmission, or any failure of performance.

8.Indemnification

Subject to the provisions hereof, the Client shall indemnify, defend and hold harmless from and against any and all amounts payable under any judgment, verdict, court order or settlement for third party claims brought against Mactavis Digital and its partners arising from products or services related to this service.

Conversely, Mactavis Digital shall indemnify, defend and hold harmless from and against any and all amounts payable under any judgment, verdict, court order or settlement for third party claims brought against the Client arising from the gross negligence or intentional misconduct by Mactavis Digital.

9. Quality Responsibilities

It is the policy of Mactavis Digital to take full responsibility for the quality of its work during development. However, once approved by the Client, the responsibility for quality control will cease to be an obligation on the part of Mactavis Digital.

Any modifications, alterations, errors or omissions after any work has been turned in and approved by the Client will attract a fee which shall be a debt due and payable on demand from the Client to Mactavis Digital or any of its assigns.

This is without prejudice to the duty imposed on the Client by these terms of service to carefully crosscheck and scrutinize any work turned in by Mactavis Digital before the work is approved.

10. Variation of Terms of Service

The terms of service herein contained may be updated or varied at the instance of Mactavis Digital or whenever the Client provides new instructions or varies the job description beyond the project description agreed to and contained in the schedule below or where Mactavis Digital deems it imperative to vary the terms of service, provided that Mactavis Digital will however give prior notice before any variation of the terms of service.

11. Effect of Breach of Terms and Non Waiver of Rights

Where either party is in breach of these terms of service or the project description in contemplation of which it was made, it is agreed that such breach shall be grounds for the repudiation or termination of the project.

The failure of either party to enforce at any time or for any period of time the provisions of these terms of service or its rights therein, shall not be construed as the waiver of such rights.

12. Confidentiality

The parties agree that the content of the project description and other matter contemplated therein and any materials or information exchanged between the parties pursuant thereto are strictly confidential in nature and they agree not to disclose any such confidential information to any third party except as required by law, an order of court or with the prior written consent of the other party.

13. Applicable Law

These terms of service and the project in contemplation of which it is made shall be governed by and construed in all respects in accordance with the Laws of the Federal Republic of Nigeria.

14. Dispute Resolution

In the event of any dispute claim, question or disagreement arising from or relating to these terms of service or the project description in contemplation of which it was made or the breach thereof, the parties hereto shall use their best efforts to settle the dispute, claim, question or disagreement. To this effect, they shall consult and negotiate with each other in good faith, taking into consideration their mutual interests to attempt to reach a just and equitable resolution satisfactory to both parties.

Failing the ability of the parties to resolve the dispute within a period of fourteen days through negotiations, then, upon notice by either party to the other, all disputes, claims, questions or differences shall be referred to confidential mediation at the Lagos Multi-door Courthouse in line with the provisions of its Commercial Mediation Rules.

Schedule 1

Obstructer

In rare cases, Mactavis Digital may complete and deliver on a project prior to its being fully paid for. Under the above circumstance, the Client agrees that Mactavis Digital has the option of implementing an Obstructer.

An Obstructer is a hidden code which allows Mactavis Digital to remotely and temporarily disable a Client's website or application for partial or non-payment as per the terms of service.

Where the Obstructer is used, Mactavis Digital shall not be liable for any loss, claims for damages occasioned to or suffered by the Client by reason of the use of the obstructer.

Mactavis Digital warrants that it shall immediately takeout the obstructer from the Clients website upon payment of any outstanding debt or invoices.

Revoking Access

In the event the project is completed and invoices are 15 days or more late, Mactavis Digital may elect to revoke access to the site. In the case of a content management system, we would either demote or delete client admin roles. For static websites, we would change the file transfer protocol password or otherwise disable access to the site via other methods. In either case, once the matter is resolved, we would re-instate access without additional penalty and in a timely fashion.

Destruction of Work

As discussed earlier, all produced work remains the property of Mactavis Digital until payment has been received in full. In extreme circumstances, Mactavis Digital will permanently destroy supplied work for failure to pay. At this point, our invoice would be withdrawn.