WebSmithNG Terms of Service

Introduction

Welcome to WebSmithNG!

Thank you for choosing WebSmithNG.

WebSmithNG is a Monthly website service platform ("Services"). This website is owned and operated by ITRDN Technologies Ltd. For the purposes of this website, "WebSmithNG", "we", "us", "our" and "the Service Provider" all refer websmithng.com. While "Customer" or "You" shall refer to the customer.

By using our Services, you are agreeing to these terms. Please read them carefully.

WebSmithNG reserves the right to change, modify, add, or remove portions of both the Terms and Conditions of Use and the Terms and Conditions of Service at any time. Changes will be effective when posted on the Site with no other notice provided. Please check these Terms and Conditions regularly for updates. Your continued use of the Site or it's services following the posting of changes to these Terms and Conditions constitutes your acceptance of those changes.

Please review the Terms and Conditions below diligently prior to using this website or signing up for the service as your use of the website or it's services indicates your agreement to be wholly bound by its Terms and Conditions without modification.

You agree that if you are unsure of the meaning of any part of these Terms and Conditions or have any questions regarding the Terms and Conditions, you will not hesitate to contact us for clarification. These Terms and Conditions fully govern the use of this website and services provided by the website. No extrinsic evidence, whether oral or written, will be incorporated.

Terms and Conditions of Service

1. Interpretations

1.1 Unless the context otherwise admits words importing one gender shall include all other genders and words importing the singular shall include the plural and vice versa.


1.2 Reference to any statutory provisions in this Agreement shall include any statutory provisions, which amends or replaces it.

2. Outline of Agreement and Monthly Website Plans

2.1 This Agreement details the terms and conditions of service agreed between the Parties for the design, development, hosting, monthly provision and maintenance of a Website, (including technical and design details) hereinafter known as the "Project" for the Customer and such development to be undertaken by WebSmithNG.

2.2 As part of this Agreement WebSmithNG will provision the subsequent Website Project including web hosting to the Customer for a minimum initial period of 1 month in consideration of which the Customer will pay WebSmithNG a setup fee and thereafter monthly subscription fee as detailed in clause 4.4 below.

2.3 All Services are prepaid, if WebSmithNG does not receive payment when the subscription payment or the date of any invoice becomes due, it may terminate this Agreement as regards any Service subscribed by you without further obligations to you. WebSmithNG reserves the right to suspend the service after non-payment. After 21 days consecutive non-payments WebSmithNG reserves the right to remove all customer's web content from it's server and the Internet. All debts incurred in this process will be passed onto the Customer. All Customer files will be removed from our server. If a payment delay is anticipated, please contact WebSmithNG to discuss potential problems in advance. If problems are anticipated we may be able to accommodate an alternative arrangement.

2.4 WebSmithNG intellectual property cannot be used on another machine or sold by the Customer. This refers to work files, visual designs, programming and system coding, including content management system files and ecommerce system files. The Website or any product or part thereof that constitute the Project is licensed, not sold, to you for use only under the terms of this Agreement, unless a product of the Service is accompanied by a separate license agreement, in which case the terms of that separate license agreement will govern, subject to Customers' prior acceptance of that separate license agreement. The Service Provider reserves all rights not expressly granted to you as part of the its Terms and Conditions, this agreement is subject to occasional amendment, in accordance with the amendment terms of the Terms and Conditions.

2.5 After the expiration of the initial subscription term (after the first month), 5 days notice (via email: support@websmithng.com) is required before the expiration to cancel the Service and Contract. If you wish to continue using the Service there is no action required, we will continue to invoice you on a month-to-month basis. If you need to cancel after that it's just 5 days notice (via email: support@websmithng.com). There are no cancellation fees once outside the initial 1 month. If you cancel your website you only have rights to the domain name which you purchased outside this contract, any images or text you supplied to us. The website (including both the design and underlying code) and any variations thereof shall remain the sole property of the Service Provider. If the Customer does not wish to renew, WebSmithNG have the rights to provision the website to a new Customer. See also Section 8.

2.6 WebSmithNG prides itself in providing excellent customer service experience. We encourage input from the Customer during the design process.

2.7 WebSmithNG understands, however, that Customers may request significant design changes to pages that have already been built to the Customer's specification. To that end, please note that our agreement does not include a provision for "significant page modification" or creation of additional pages as well as functional upgrade in excess of the agreed or described features and specification included in your service plans. If significant page modification and/or functional upgrade are requested after a page has been built to the Customer's specification, additional charge will apply.

2.8 The Service Provider, its employees and subcontractors agree that, except as directed by the Customer, it will not at any time during or after the term of this Agreement disclose any Confidential Information to any person whatsoever. Likewise, the Customer agrees that it will not convey any confidential information obtained about WebSmithNG to another party or pass on any forms including this agreement to any third party.

2.9 Customer also agrees to defend, indemnify and hold harmless WebSmithNG against Liabilities arising out of any injury to person or property caused by any products or services sold or otherwise distributed over the Customer's website. This includes infringing on the proprietary rights of a third party, copyright infringement, and delivering any defective product or misinformation, which is detrimental to another person, organization, business or the public.

2.10 Authorized representatives of the Customer certifies that he or she is at least 18 years of age and legally capable of entering a contract in Nigeria on behalf of the Customer.

3. Detailed Project Specification

3.1 WebSmithNG and the Customer hereby agree to the Website Project specification and maintenance as defined in the monthly website package you choose for this Agreement.

3.2 Any amendments proposed to the Website Project specification must be made in writing and delivered to the other party via email. Either party is entitled to request a telephone meeting to discuss such amendments.

3.3 If such proposed amendments incur additional expense WebSmithNG is entitled to seek further payment from the Customer to cover such add-on request.

3.4 WebSmithNG will provide the Customer with an expected project completion date (time to go live on the internet) if requested. We will endeavor to meet any given deadline but we do not guarantee and are not bound in any way to complete the project by this date. If by the fault of WebSmithNG the site is not ready, the commencement date of the monthly leasing fee shall not commence until the project is live on the Internet. However, if it is due to delay from the Customer the commencement date of the monthly leasing fee shall commence once the Customer request for go live that is the launch of the website.

3.5 It is the Customer's responsibility to check with WebSmithNG that open source software is being used or not if included in the monthly website package you choose. (Remove)

3.6 WebSmithNG do not charge Customers for open source software where it is use in the project. You, the Customer is only paying for the time to install, setup and customize the software. Open source software is not owned by WebSmithNG or the Customer.

4. Development Fees

4.1 The Customer agrees to pay the subscription fees to WebSmithNG as and when requested, according to the Project specification detailed in the monthly website package you choose for this Agreement. WebSmithNG will invoice the Customer and the Customer will pay the invoice on time, including Value Added Tax, (VAT) at the prevailing rate according to the terms of payment detailed on the invoice.

4.2 WebSmithNG will require payment as defined in the monthly website package you choose for this Agreement. WebSmithNG will only commence work on a project after receipt of the initial start-up fee representing the project committment fee for the selected package in advance from the Customer.

4.3 The start-up fee covers work on the project which include; is the creation and manipulation of your design theme, entry of details and set up of all functions. The start-up fee is non-refundable once the Customer has completes signup and setup process initiated.

4.4 The Customer will pay the agreed monthly subscription fees to WebSmithNG for the purpose of provisioning the Service as specified in the monthly website package you choose for this Agreement. A monthly direct debit should be setup by the Customer to pay the subscription for the Service via the online payment system or bank transfers as provided by WebSmithNG.

4.5 A monthly standing order/direct debit for the subscription fee should be set up to commence on the date the website goes live on the Internet. Your subscription fee includes the hosting. It is important that these are kept up-to-date and paid on time as your website, e-mails and domain names will be at risk. If this is not paid, the website is will be suspended and/or removed until payment is received. If two payments are missed, the service will be terminated.

4.6 The Setup Fees covers a fraction of the Website Project Development cost and includes a Free domain name registration and web hosting plan in the first year only. The Customer will be responsible for the payment of the renewal of the domain name registration after the first year and the web hosting at the termination of the subscription term that is once the subscription payment cease.

5. Expenses

5.1 The Customer will pay the expenses incurred by WebSmithNG during the Project, including purchase of stock images, additional page creation, emails and any other extras outside the contract and your service plan and such other reasonable expenses directly related to the Project.

5.2 WebSmithNG will inform the Customer in writing in advance if significant expenses not covered by clause 5.1 will be incurred during the Project

6. Website Hosting and Maintenance

6.1 The Website Project will be hosted by WebSmithNG on its server operated by third party hosting company engaged by the Service Provider.

6.1.1 The amount of web space available varies on each monthly website package; see the website packages for more details.

6.2 Whereas the Website is hosted by third party hosting company contracted by the Service Provider, all terms and conditions for hosting, including any service level agreement will mirror (but not exceed) those offered by the hosting company. WebSmithNG will communicate such terms to the Customer upon request.

6.3 WebSmithNG will not be liable for hosting errors caused by the hosting company or downtime experienced by the hosting company.

6.4 Where required and/or as necessary the Service Provider may schedule regular maintenance of the server or servers and this may affect the hosting and availability of the Website Project after launch. Such maintenance is necessary for the smooth running of the Website. Where possible such maintenance will be carried out when the Website is not busy. Notwithstanding this, we will communicate the maintenance plans to you and endeavor to provide a reliable and professional service to the Customer at all times.

6.5 WebSmithNG cannot be held responsible for anything adversely affecting the Customer's business operation, sales, or profitability that they might claim is a result of a services offered by the Service Provider.

6.6 If the Customer expects higher levels of traffic to their website, then planning for server capacity may be required. WebSmithNG will require 15 business days written notice confirming the expected number of users, hits and specific time frames for this expected increased activity expected on the Customers website. This is necessary to prevent unplanned resources outage and limits as higher levels of traffic are normally generated from specific marketing campaigns directly linked to the website. With notice to us, we can provision additional resources such as bandwith at additional cost to the Customer to take care of the traffic.

6.7 WebSmithNG will do its best to maintain the service during periods of high traffic, although we cannot predict the expected level of traffic for the Customer. WebSmithNG cannot be held responsible for any loss or damage to the Customers business claimed as a result of server failure and / or downtime experienced. The Customers understands that any loss or damage to their business is specifically not covered and excluded under the terms of this agreement.

6.8 This agreement contemplates the possibility of an e-commerce enabled site. If the Customer selects an e-commerce enabled monthly website package, the Customer is adviced to buy a security certificate SSL and dedicated IP for secure online transactions from us. WebSmithNG can obtain secure certificates and dedicated IP for the Customer upon request and these will be charged for separately.

6.9 You will be provided login access for do-it-yourself web maintenance via a CMS link where applicable to your selected package. You will be given "Editor" access which; will allow you to update the website, see website plans for full details. You will not have access to add new website pages; you will need to contact us to do that for you. Once we have added a page you can then add your images and text. Additional pages are charged on per page, per month basis. If you require us to add any additional text and images to these additional pages this is charged at an hourly rate.

6.10 WebSmithNG will not be liable for the loss, damage or corruption to files or information stored on our servers or personal devices relating to a Customer's website. WebSmithNG is not responsible for setting up of Customer's email on personal devices such as laptops, desktops, tablets, phones or for the loss, damage or corruption to files or information stored on our servers or personal devices in relation to the Customer's website. The Customer is solely responsible for any information or files relating to their website and email.

6.11 All website files are backed up on the last working day of the month and kept for a period of 1 month. WebSmithNG will not be held responsible for the loss, damage or corruption to files or information saved and stored on the servers.

6.12 Ad hoc – We can update the website for you on an ad-hoc basis. All ad-hoc updates will only be undertaken with the written agreement of both WebSmithNG and the Customer, and will be treated as add-on maintenance work and will be charged at our standard rate.

6.13 WebSmithNG can provide additional services in excess of the features and specifications contained in the website packages on ad-hoc basis, such additional request will be executed under a separate agreement and charged seperately at our standard rates. Customer agrees to pay for such request before services are delivered.

7. Free Domain Name(s) that comes with the Monthly Website Package: Registration, Ownership, Sale & Email(s)
(If you have purchased and already have domain name(s) see also 7.6)

7.1 WebSmithNG will register and maintain a suitable domain name registration or possible variations of the domain name for the Website Project. This is offered as Free complimentary service for the first term (year) only, the Customer will be responsible for the yearly renewal after the expiration of the first year.

7.2 For any domain name that are part of your monthly website package these will remain the sole property of WebSmithNG both during the term of this Agreement, upon termination of this Agreement and thereafter. The Customer will not obtain any rights to the domain name or variations over time, nor upon the termination of this Agreement or thereafter.

7.3 WebSmithNG will retain full ownership of and all rights to any free domain name registered, irrespective of whether the domain name is the Customer's company name or variation thereof, the name of a Customer product, or any other name in which the Customer holds prior intellectual property rights.

7.4 Upon termination of this Agreement (or at any other time) and at the sole discretion of the Service Provider, WebSmithNG may offer to sell the domain or any variations thereof to the Customer. Solely WebSmithNG shall determine the sales price of any such domain name.

7.5 WebSmithNG undertakes to offer the domain name to the Customer based on first right of refusal, before making them available to any other party. However, WebSmithNG reserves the right to offer and sell the domain name to any third party should the Customer be unable or unwilling to purchase the domain name or names at the price stated by WebSmithNG.

7.6 For domain name(s) already purchased by the Customer these will remain the sole property of the Customer and will be kept by the Customer where they purchased them. The Customer will be responsible for the renewal of the domain name(s) and email(s). If a domain name is purchased by the Customer through a company other than WebSmithNG, the Customer has full responsibility in making sure that the domain name is renewed when due. WebSmithNG will not renew the domain name. If you wish to use WebSmithNG email services the domain(s) will need to be transferred to WebSmithNG and WebSmithNG will renew them on your behalf and invoice you accordingly for any domain renewals. Any transferred domains from the Customer will remain the sole property of the Customer. At the termination of the service by the Customer provided all bills have been paid and you own the domain name, WebSmithNG will transfer the domains out if a Customer wishes. If the Customer has any outstanding bill the domains will become the property of WebSmithNG until all bills have been paid in full.

7.7 We will provide the Customer with the relevant number of email addresses as per the monthly website package, with a set limit of web space per account as applicable based on the selected web package.

7.8 It remains the Customer's responsibility for any mail lost, irretrievable, or any damage direct or indirect to the business as a result of a full mailbox. Customers are advised to increase the mailbox space as soon as they recieve or get notification alert for mail quota warning.

7.9 Customers may purchase additional email accounts at (N500/100MB email/Mo), increased mailbox space at (N500/GB/Mo), or have mail forwarded (N2000/One-time Setup) to another email address from within their account at additional fees.

7.10 Free domain name offers do not apply to premium domain names. A premium domain name is a domain that is already owned by a person or registry. It cost significantly more than a typical or regular domain name.

8. Website Ownership and Sale

8.1 The Website Project (including both the design and underlying code) and any variations thereof shall remain the sole property of WebSmithNG both during the term of this Agreement, upon termination of this Agreement and thereafter. The Customer will not obtain any rights to the Website Project over time, nor upon the termination of this Agreement or thereafter.

8.2 Ownership of the Website Project shall not include any logos, designs or graphics provided by the Customer directly to WebSmithNG for incorporation into the Website Project.

8.3 Customer may choose to obtain right of ownership to the website and purchase after completing a mandatory 18 months term. This outright purchase consideration will be subject to the completion of a minimum 18 consecutive months term with equivalent subscription payments in addition to a mutually agreed buy out fee.

8.4 Upon termination of this Agreement (or at any other time) and at the sole discretion of the Service Provider, WebSmithNG may offer to sell the Website Project to the Customer at Customers request or may put the website up for use by a new Customer. WebSmithNG reserves the sole right to determine the sale price of the Website Project and the sales price will be subject to our ongoing standard website design rate.

8.5 Upon any sale to the Customer, the Customer agrees that WebSmithNG will have an on-going and royalty-free license to reuse or alter for subsequent reuse the underlying code of the Website Project for subsequent projects undertaken by the Service Provider. For the avoidance of doubt this license only extends to the underlying code and expressly excludes the design and appearance of the Website Project.

8.6 All Website Project completed for the Customer are solely and shall remain the property of WebSmithNG and are licensed for use of the Customer under this Agreement.

9. Delivery of Content and Material

9.1 The Customer undertakes to deliver all the content and materials required for the Website Project in the recommended formats to WebSmithNG before commencement of the Project.

9.2 Where this is not possible the Customer will deliver such outstanding content and materials to WebSmithNG within 3 days of the start of the Project as detailed in the delivery timeline of the selected monthly website package. This is at WebSmithNG's discretion depending on what is outstanding from the Customer.

9.3 WebSmithNG shall expect the Customer to carry out sufficient research before proceeding with a monthly website plan. This will include checking to ensure that the website's idea/product/services or business is not prohibited to operate legally within the Nigeria law. It is important for the Customer to ensure that the website, its contents, services or products does not contravene and is not in breach of Nigeria law.

9.4 Where images used on the website have been purchased by WebSmithNG on behalf of the Customer, these images are strictly for use on the website only. WebSmithNG is not liable for misuse of these images by the Customer or any other person(s) copying, altering or distributing the images to individuals or other organizations.

9.5 All images displayed on the Customer's website will only be used after authorization by the Customer and are the sole responsibility of the Customer regarding usage and copyright. Should any legal issues or claims arise from the content or copyright of any images supplied by the Customer, they will be the sole responsibility of the Customer.

9.6 WebSmithNG has no control of, or responsibility for: the content of Customer's websites. In no way will the textual or visual image content of Customer's websites constitute WebSmithNG endorsement, or approval of the website or the material contained within the website. WebSmithNG has not verified any of the materials, images or information contained within Customer's websites and is not responsible for the content or performance of these sites or for the Customer's transactions using the website. WebSmithNG provides links or references to Customer's websites solely for the convenience of prospective customers and intends that the links it provides be current and accurate, but we do not guarantee or warrant that such links will point to the intended Customer site at all times.

9.7 Limited Liability – Customer agrees that any material submitted for publication will not contain anything leading to an abusive or unethical use of the Web Hosting Service, the Host Server, the Service Provider or other Customers. Abusive and unethical materials and uses include, but are not limited to, pornography, obscenity, nudity, violations of privacy, computer viruses, phishing, harassment, any illegal activity, spamming, advocacy of an illegal activity, and any infringement of privacy. If this is found to be the case, then WebSmithNG reserves the right to take action to protect it's business and other Customers including terminating the affected Customers website without notice.

9.8 Customer hereby agrees to indemnify and hold harmless WebSmithNG from any claim resulting from the Customer's publication of material or use of such materials. It is also understood that WebSmithNG will not publish information over the Internet, which may be used by another party to harm another. WebSmithNG will also not develop a pornography website for the Customer. WebSmithNG reserves the right to determine what is and is not classified as pornography.

9.9 Laws Affecting Ecommerce. The Customer agrees that it is responsible for complying with the laws, taxes, and tariffs relating to ecommerce services, online shopping and protection of user personal data; and will hold harmless, protect, and defend WebSmithNG and its subcontractors from any claim, suit, penalty, tax, or tariff arising from the Customer's use of Internet electronic commerce. Customer also understands that WebSmithNG cannot provide legal advice.

9.10 WebSmithNG will not be responsible for any delays, missed milestones (where specified in the Website Project) or additional expenses incurred due to the late delivery or non-delivery of content and materials by the Customer where required by WebSmithNG for the Website Project.

9.11 WebSmithNG and its subcontractors retain the right to display graphics and other website design elements as examples of their work in their respective portfolios.

9.12 WebSmithNG will provide training on a one to one basis at customer's premises, our office or remotely online to the Customer regarding management of the Customer's website for an additional charge upon request (min of 2 hours). This is applicable to website built on CMS or ecommerce framework only.

10. Notices

10.1 Any notice given by either of the parties under this Agreement shall be served on the other party and addressed to that party's signatory by email, personal delivery or first-class post to the receiving party as set out in this clause 10:

The Service Provider: WebSmithNG Monthly Website
Name: WebSmithNG | Email: projects@websmithng.com | Tel: +234 1-2914543, +234 1-453 2525.
The Customer: Your Name | registered email provided at sign-up | Tel: as provided at sign-up | Address: customer billing address Or such subsequent addresses as may be notified by the parties to each other.

10.2 Any such notice shall be deemed to be effectively served as follows:

10.2.1 In the case of service by pre-paid recorded delivery or first-class post 48 hours after posting.

10.2.2 In the case of service by email, on the next working day.

11. Confidentiality

11.1 Both parties shall keep confidential the specific terms of this Agreement and the Website Project and not disclose such information save to such employees or contractors as need to know the relevant information for the purposes of performing the Website Project detailed in this Agreement. The parties agree that all information marked "Confidential", or where not marked it is reasonable to judge such information as confidential, shall not be disclosed at any time during the Website Project or for a minimum period of 12 months after the completion of the Website Project, except where such disclosure is required by law or by order of a court in the jurisdiction of Nigeria. The parties further agree that all information marked as a "Trade Secret" and reasonably judged to constitute a trade secret shall not be disclosed at any time during or after the expiry of this Agreement, except where such disclosure is required by law or by order of a court in the jurisdiction of Nigeria. Confidential information and Trade Secrets shall consist of, but not necessarily be limited to: technical, commercial, financial, operational, marketing or promotional information or data.

12. Credits and Publicity

12.1 The Website Project pages will include a link to the Service Provider's homepage by way of a text hyperlink in the form, "www.websmithng.com" Monthly Website by WebSmithNG. Such link will appear at the foot of the Website Project pages.

12.2 Subject to clause 11 above the Customer shall be able to refer to its working relationship with WebSmithNG for press and publicity purposes after receiving the written approval of WebSmithNG regarding the content of any such material.

12.3 Subject to clause 11 above WebSmithNG shall be able to refer to its working relationship with the Customer for press and publicity purposes without the written approval of the Customer regarding the content of any such material.

12.4 WebSmithNG has the right to use a completed and/or provisioned website as an example of its work, in publications and articles, for use on Social Media, in its portfolio as an example without notices to or approval from the Customer.

13. Intellectual Property Rights

13.1 The Customer undertakes to secure all copyright and any other appropriate licenses, clearance or consents where required for the content and materials to be incorporated into the Website Project by WebSmithNG.

13.2 The Customer grants to WebSmithNG for the term of this Agreement and Project a non-exclusive, revocable, royalty-free license to use its name, logos, trademarks or devices ("Intellectual Property") for the purposes of creating the Website Project.

13.3 WebSmithNG retains exclusive rights to the design and underlying code used to create the Website Project. Such rights will be retained after the termination of this Agreement, subject to any sale as detailed in clause 8 of this Agreement.

13.4 The Customer shall not copy or cause to be copied and subsequently alter the coding of the Website Project or any other coding carried out as part of the Website Project with a view to creating a separate Website without the prior written consent and approval of WebSmithNG or subject to any sale as detailed in clause 8 of this Agreement.

13.5 Neither party shall make any claim to the other party's content, materials or services during or after the expiry of this Agreement.

13.6 Neither party shall make any claim to the other party's trademarks or register or cause to be registered or apply for a materially similar trademark or imitation of a trademark during or after the expiry of this Agreement.

13.7 Neither party shall register nor cause to be registered, any company name materially similar to that of the other party.

14. Warranties

14.1 The Customer confirms that to the best of their knowledge and belief that the content and materials supplied by the Customer for the purposes of the Project are not blasphemous, defamatory or obscene and do not breach any applicable law or regulation of the resident country, state or localty.

15. Indemnities and Limitation of Liability

15.1 Neither party shall be liable to the other under this Agreement in contract, tort, or otherwise (including negligence), pre-contract or other representations (other than fraudulent or negligent misrepresentations) or otherwise for any loss of business, contracts, profits or anticipated savings or for any indirect or consequential or loss whatsoever.

15.2 The Customer agrees to indemnify WebSmithNG against any claims, damages, losses, costs and expenses which WebSmithNG may sustain or incur in relation to any content and materials which the Customer provides, such indemnity applying in respect of any claims for any breach of applicable law or regulation or any infringement of any intellectual property rights.

15.3 The Customer acknowledges that it is for the Customer to ensure that the resulting Website Project does not infringe the laws of any jurisdiction within which it is actively promoted.

15.4 WebSmithNG agrees to indemnify the Customer against any claims, damages, losses, costs and expenses which the Customer may sustain or incur in relation to breaches of clauses 11 and 13 of this Agreement committed by the Service Provider.

15.5 Nothing in this Agreement shall exclude or limit liability for death or personal injury resulting from the negligence of the parties or their servants, agents or employees.

15.6 WebSmithNG does not provide Flash as a feature on its monthly website plans and does not recommend you add it yourself. We are not responsible for any Flash elements you add to the website. Flash can impact your search engine optimization negatively and does not work on all browsers or mobile devices.

15.7 If the Customer or an agent of the Customer other than WebSmithNG attempts to update the website and damages the design or impairs the ability for the web pages to display or function properly, time to repair the web pages will be assessed at our standard maintenance rate. There is a N5, 000 minimum charge applicable.

15.8 Where we have been asked to provide search engine optimization for a Customer, we do not guarantee any specific placement or high ranking on search engines or for the guarantees of any third party companies whom we recommend.

15.9 We use open source software. Open source software is not owned by the Customer or us. However many adaptations may remain the property of WebSmithNG . It is the Customer's responsibility to check with us prior to commencement of work concerning open source software.

15.10 We cannot be held responsible for anything adversely affecting the Customer's business operation, sales, or profitability that they might claim is a result of a service offered by us.

15.11 Customers are prohibited from using external "buy links" on the monthly website plan. This is against most search engines terms and conditions, and will result in the immediate termination of the monthly website subscription without notice to avert negative implications and risk to other Customers website on our servers.

16. Termination

16.1 Either party may terminate this Agreement immediately in the event that:

16.1.1 Either party commits a serious, grave or material breach or persistent breaches of this Agreement including non-performance, default or neglect of its duties, responsibilities and obligations under this Agreement, and

16.1.2 Such breach remains un-remedied for a period of 30 days from written notice given by the other party specifying the breach and requiring its remedy.

16.2 Furthermore this Agreement may be terminated in the event that:

(a) the Customer is unable to pay or has no reasonable prospects of paying for the service, the debts, the amount or aggregate amount of which equals or exceeds the bankruptcy level within the meaning of the Insolvency Law in Nigeria, or

(b) Being a company becomes subject to an administration order or goes into liquidation, (other than for the purpose of amalgamation or reconstruction), or

(c) Has a receiver appointed to administer any of its property or assets, or

(d) Ceases or threatens to cease to carry on business, or

(e) Makes any voluntary agreement or enters into a compromise for the benefit of its creditors, or

(f) Fails to make any payment in accordance with the terms of this Agreement.

16.3 Subject to any sale as detailed in clause 8 of this Agreement, on the termination of this Agreement, WebSmithNG will retain all intellectual property rights to the Website Project, including (but not limited to) the website design, underlying coding and any component produced in the process of providing the service.

16.4 Any termination of this Agreement shall be without prejudice to any rights accrued in favour of either party in respect of any breach committed prior to the date of (or giving rise to) such termination and to those provisions of this Agreement which are by their construction intended to survive such termination (including, without limitation, clauses 11, 13 and this clause 16).

17. Refunds

17.1 Refunds are not available on any of the Monthly Website Package or any other Services provided by WebSmithNG once you have approved your domain registration, (design composition and/or selected your design template). In any event, after one (1) week from the initial date of purchase and/or payment, no refunds will be provided. Whereas we considier making a refund to a customer, all applicable deductions will be made and the balance refunded to the customer, the applicable deductions include: payment processor charges, domain registration fees, bank charges and any other cost that may have been incurred (expended) by the Service Provider in preparation for provisioning the service.

18. Assignment

18.1 Neither party may assign or otherwise transfer this Agreement or any rights, duties and obligations hereunder without the prior consent in writing of the other party.

19. Force Majeure

19.1 Neither party shall be liable for delay or failure to perform any obligation under this Agreement if the delay or failure is caused by any circumstances beyond its reasonable control, including but not limited to acts of god, war, civil disorder or industrial dispute. If such delay or failure continues for a period of at least 30 days, the party not subject to the force majeure shall be entitled to terminate this Agreement by notice in writing to the other.

20. Joint Venture or Partnership

20.1 Nothing in this Agreement shall be construed as creating a partnership, joint venture or an agency relationship between the parties and neither party shall have the authority or power to bind the other party or to contract in the name of or create a liability against the other party.

21. Non-Solicitation

21.1 The Customer undertakes during the period of this Agreement (and subsequent renewals of this Agreement) and for a period of six months after its termination not to directly or indirectly solicit or induce any of the Service Provider's employees to leave the employment of WebSmithNG whether to work on a freelance or consultancy basis or to be directly employed by the Customer.

22. General

21.1 The Customer undertakes that during the period of this Agreement (and subsequent renewals of this Agreement) and for a period of six months after its termination not to directly or indirectly solicit or induce any of the Service Provider's employees to leave the employment of WebSmithNG whether to work on a freelance or consultancy basis or to be directly employed by the Customer.

22.2 It is hereby declared that the foregoing paragraphs, sub-paragraphs and clauses of this Agreement shall be read and construed independently of each other. Should any part of this Agreement or its paragraphs, sub-paragraphs or clauses be found invalid it shall not affect the remaining paragraphs, sub-paragraphs and clauses.

22.3 No addition to or modification of any clause in this Agreement shall be binding on the parties unless made by a written instrument and sent by emails by the signatories to this Agreement or their duly authorized representatives.

22.4 This Agreement sets out the entire agreement and understanding of both parties and is in substitution of any previous written or oral agreements between the parties.

23. Jurisdiction

23.1 This Agreement shall be interpreted, construed and enforced in accordance with Nigerian law and shall be subject to the exclusive jurisdiction of the Lagos High Court.