Last Updated: March 2025
1. Introduction
1.1 Terms and Agreement: These Terms of Service (“Terms”) govern the web design and development services provided by Netacles Digital (“Netacles Digital,” “Netacles,” “we,” or “us”) to the Client (“you” or “Client”). By accepting a Brief, Quote, or Proposal and proceeding with payment, you agree to be bound by these Terms.
1.2 Entity Clarification: Depending on the payment method and your location, your contract is with one of the following entities. If you are paying via Stripe or another U.S.-based payment platform, your contract is with Netacles Digital LLC, a limited liability company registered in Wyoming, United States. If you are paying via bank transfer to a Nigerian account, your contract is with Netacles Digital Ltd, a company limited by shares registered in Enugu, Nigeria. Both entities operate under the name Netacles Digital and are governed by the same Terms of Service. If you’re unsure which entity applies to your project, please contact us for clarification before making payment.
2. Scope of Work and Acceptance
2.1 Project Scope: The specific details of the project, including deliverables, timelines, and costs, are outlined in the document provided by Netacles Digital, which may be titled “Brief,” “Quote,” or “Proposal.”
2.2 Acceptance of Scope: By accepting the document and proceeding with payment, you confirm your acceptance of these Terms and the scope of work detailed in the project document.
2.3 Modifications: Any changes to the scope of work must be agreed upon in writing.
3. Financial Terms
3.1 Payment: A deposit, as stated in your project document (Brief, Quote, or Proposal), is required to begin work. The remaining balance is due before the website goes live or administrator login details are provided. We reserve the right to delay launching the website or providing login credentials until final payment is received.
3.2 Cancellations and Refunds: You may cancel your project at any time by providing written notice.
3.2.1 Before Work Has Begun: If no work has started and no resources have been allocated, we will refund your deposit minus a 10% administrative fee. This fee covers time spent on communication, onboarding, account setup, and reserving your place in our project schedule.
3.2.2 After Work Has Started but Before Deliverables Have Been Sent: If we’ve already begun work—such as planning, research, communication, or development—but haven’t yet sent you any of the agreed deliverables, your deposit will be prorated based on the time and effort already spent. Any unused portion will be refunded within 14 business days.
3.2.3 After Deliverables Are Sent: All completed work is non-refundable. If the project is partially completed, your deposit will be prorated based on the stage of completion as outlined in your Brief, Quote, or Proposal. Any remaining balance will be refunded within 14 business days.
3.2.4 Definition of Deliverables: “Deliverables” refer to the items and outputs specifically listed in your project document.
3.3 Changes to Project Scope: The costs for any requested changes to the scope of work, deliverables, or timelines not covered by the initial agreement will be provided in an estimate. If you agree to the estimate, an invoice will be issued, and work will commence upon payment.
4. Hosting and Domain Services
4.1 Client-Managed Hosting: If you manage your own hosting and domain services, you are solely responsible for performance, security, backups, and ongoing management. Netacles Digital is not liable for issues arising from third-party providers, including but not limited to downtime, security breaches, or data loss.
4.2 Netacles-Managed Hosting: If you opt for Netacles Digital to manage your hosting and domain services, we will coordinate with a third-party provider on your behalf and handle day-to-day management tasks. While we act as an intermediary, Netacles Digital is not liable for service outages, data loss, or security incidents caused by the hosting provider.
4.3 Domain Registration: Any domain name registered on your behalf will be registered in your name, and you will retain full ownership. Access credentials will be provided upon project completion or upon request.
4.4 Access Authorization: You authorize Netacles Digital to access your hosting and domain accounts as necessary to carry out the services described in your project document. It is your responsibility to provide timely access credentials; delays may affect the project timeline.
5. Website Maintenance and Support
5.1 Scope of Maintenance: Renewal fees, as stated in your Brief, Quote, or Proposal, cover basic website maintenance such as plugin updates, security checks, and site monitoring. Major redesigns, new features, or significant updates will incur additional fees.
5.2 Client Responsibilities (Netacles-Managed Hosting): If you opt for Netacles-managed hosting and domain services, we will be responsible for maintaining your hosting and domain services during the maintenance period.
5.3 Client Responsibilities (Client-Managed Hosting): If you manage your own hosting, you are responsible for maintaining your hosting and domain services. Netacles Digital is not responsible for issues related to your chosen third-party providers.
5.4 Third-Party Modifications: If you or a third party modifies the website after project completion, Netacles Digital is not liable for any resulting errors or performance issues. We can provide repair services at our current hourly rate upon request.
6. Web Development Tools and Plugins
6.1 WordPress and Plugins: We primarily use WordPress as the content management system (CMS) and may integrate premium plugins under our agency license to enhance your website’s functionality. These licenses remain valid only while you have an active maintenance agreement with us.
6.2 Plugin List and Documentation: After full payment is received and work is completed, you will receive a Website Owner’s Manual. This document includes a list of all premium plugins used on your site, along with relevant notes about how they support your website’s features.
6.3 Post-Termination Responsibility: If our maintenance relationship ends, or if you choose not to renew your maintenance plan, the website will continue to function as is. However, you will no longer receive plugin updates or support through our license.
6.4 Long-Term Considerations: While your website should continue to work normally, not keeping plugins updated over time can introduce security vulnerabilities, compatibility issues, or broken features. We recommend purchasing your own licenses for any essential premium plugins to maintain long-term stability, security, and performance.
7. Search Engine Optimization (SEO)
7.1 Initial SEO Setup: As part of your website build, we will implement basic SEO best practices. This includes setting up page titles, meta descriptions, image alt text, and submitting your site to major search engines like Google and Bing.
7.2 What We Don’t Guarantee: We do not guarantee specific search engine rankings, increased traffic, or business outcomes. SEO is a long-term process influenced by many factors outside our control, such as algorithm changes, your industry’s competitiveness, and your ongoing content and marketing efforts.
7.3 Ongoing SEO Services: If you’re interested in more comprehensive or ongoing SEO support, such as keyword strategy, content optimization, or performance monitoring, we’re happy to provide a custom quote. Work will begin after the estimate is approved and payment is received.
8. Intellectual Property and Ownership
8.1 Client Content Ownership: You retain full ownership of any original content, data, images, and materials provided to us during the development process. You also own any custom content created by us specifically for your project.
8.2 Netacles Digital’s Proprietary Tools: We retain ownership of all proprietary methodologies, tools, and frameworks used in developing your website. These remain our intellectual property and are not transferred to you after the project is completed.
8.3 Transfer of Ownership: Upon receipt of final payment, ownership of the completed website (excluding third-party plugins) will transfer to you. This includes custom design elements, HTML/CSS, and WordPress theme customizations.
8.4 Portfolio Use: We may feature your completed project in our portfolio, on our website, or in promotional materials to demonstrate the quality of our work. This typically includes public-facing designs and project summaries. If you would prefer not to be featured or wish to restrict specific elements, you may opt out at any time by notifying us in writing. We will respect your preferences and promptly remove any content upon request.
8.5 Intellectual Property Indemnity: You guarantee that any materials or content you provide do not infringe on third-party intellectual property rights. You agree to indemnify and hold us harmless from any claims arising from intellectual property violations.
9. Legal and Compliance
9.1 Confidentiality: Both parties agree to keep all proprietary information confidential, except as required by law. This includes business plans, financial details, and project-related communications.
9.2 Website Security: We apply security best practices to help safeguard your website, but no website can be guaranteed 100% secure. Netacles Digital is not responsible for any security breaches, hacking incidents, or vulnerabilities, unless it can be clearly proven that such incidents were directly caused by our negligence.
9.3 Limitation of Liability: We take great care in delivering reliable and secure services, but no system is perfect. In any event, if something goes wrong, our total liability is limited to the amount you paid for the project in question. We are not responsible for any indirect, incidental, consequential, or punitive damages, such as lost profits, business interruptions, or data loss, unless it can be clearly proven that such damages were caused by our gross negligence or willful misconduct. This limitation applies regardless of the type of legal claim, including breach of contract, negligence, or any other cause of action.
10. Termination and Dispute Resolution
10.1 Termination for Breach: Either party may terminate the project if the other breaches a material term and does not correct it within 30 days of written notice. Upon termination, payment for completed work is due based on the stages outlined in your project document. Any unused portion of your deposit will be refunded within 30 days.
10.2 Negotiation: In the event of a dispute, both parties agree to first attempt resolution through good-faith negotiations.
10.3 Arbitration: If a dispute cannot be resolved through negotiation, it shall be submitted to binding arbitration as follows:
- 10.3.1 For Clients based in Nigeria: Arbitration will be conducted at The Enugu State Multi-Door Courthouse (ESMDC), following its rules and procedures.
- 10.3.2 For Clients based outside Nigeria: Arbitration will be conducted exclusively online through a mutually agreed-upon service, such as JAMS. If no agreement is reached, Netacles Digital will select a neutral and established arbitration provider.
- 10.3.3 Each party shall bear its own arbitration costs unless the arbitrator determines otherwise.
- 10.3.4 The arbitrator’s decision shall be final, binding, and enforceable. Judgment may be entered in any court of competent jurisdiction.
- 10.3.5 By agreeing to these Terms, both parties waive the right to a court trial, including any right to a jury trial or public hearing, and agree that any dispute will be resolved privately through arbitration as described above.
11. Miscellaneous
11.1 Headings: Section headings are for convenience and do not affect interpretation.
11.2 Force Majeure: Neither party is liable for delays caused by events beyond their control, including natural disasters, strikes, or pandemics.
11.3 Relationship of the Parties: We are independent contractors, and these Terms do not create a partnership, joint venture, or agency relationship.
11.4 Assignment: You may not transfer your rights or obligations under these Terms without our consent.
11.5 Waiver: Failure to enforce any part of these Terms does not waive our right to enforce them later.
11.6 Governing Law:
- For Clients based in Nigeria: These Terms shall be governed by and construed in accordance with the laws of Enugu State, Nigeria.
- For Clients based in the United States: These Terms shall be governed by and construed in accordance with the laws of the State of Wyoming, United States of America.
- For Clients in other regions: Unless otherwise agreed in writing, these Terms shall be governed by the laws of Enugu State, Nigeria.
11.7 Jurisdiction: Any disputes arising out of or relating to these Terms shall be resolved in the appropriate courts or arbitration forums of the governing region as determined above.
11.8 Agreement and Modification: These Terms, along with any Brief, Quote, or Proposal, constitute the entire agreement between the Client and Netacles Digital. By accepting the terms of the project document and proceeding with payment, you agree to these Terms of Service. Any changes to these Terms must be made in writing. For questions, contact hello[at]netacles.com.