1. User Interface (UI) stands for User Interface. It majorly refers to the look, feel, responsiveness and interactiveness of a product.
2. User Experience (UX) means User Experience. This involves wireframe, strategy planning and designing.
3. Branding Materials includes but is not limited to Logos, business cards, letterheads, flyers, brochures, brand guidelines, email templates, billboards, mugs and other media as deemed fit.
4. Graphic Design refers to the process of visual communication and problem-solving , using tools of typography, iconography, and illustration.
5. Charges means fees agreed upon by Primeweb and the client body, as equivalent value for services rendered.
6. Agreement means the entire content of this Basic Terms and Conditions form, the Proposal document(s), Engagement form, and every other supplement given below, together with any exhibits, schedules, or attachments hereafter.
7. Client Content means all materials, information, factual, promotional, or advertising claims or photography, writings, and other creative content provided or required by Client for use in the preparation and/or incorporation of the deliverables.
8. Copyrights mean the property rights in original works of authorship, expressed in a tangible medium of expression, as defined and enforceable under Nigeria's Copyright Law.
9. Primeweb Tools means all design tools developed or utilized by Primeweb in performing services, including without limitation, pre-existing and newly developed software comprising of source codes, Web authoring tools, type fonts, and application tools, and any other software or inventions, patentable or not, and general non- copyrightable concepts such as Website design, architecture, layout, navigational and functional elements.
10. Deliverables mean the services and work product specified in the Proposal to be delivered by Primeweb to a Client as specified in form and media, in the Proposal.
11. Final Deliverables means the final versions of deliverables provided by Primeweb and accepted by the Client.
12. Final works means all creative content developed by Primeweb, or commissioned by Primeweb, exclusively for the project and incorporated in the Final deliverables, including, but not limited to, any and all visual elements, graphic design, illustration, animation, motion design, audio-visual works, sounds, typographic treatments and text, modifications to Client content, and Primeweb’s selection, arrangement and coordination of such elements together with Client Content and/or Third Party Materials.
13. Services mean all values and the products to be provided to the Client by Primeweb as described and agreed upon in the Proposal.
14. Project means the scope and purpose of the Client’s usage of the work product as described in the Proposal.
Proposal
The terms of the Proposal shall be effective from ten (10) working days after presentation to the Client. In the event that this Agreement is not executed by Client within the time identified, the Proposal and other terms, conditions and deliverables, may be subject to amendment or substitution.
Charges
Fees: In consideration of the Services to be rendered by Primeweb, Client shall pay to Primeweb, fees in the amounts agreed upon according to the payment schedule and method outlined in the Proposal. Client shall also pay all applicable sales, use, or value- added taxes as at when incurred, before or after payment schedule.
Expenses: Client shall pay Primeweb’s expenses incurred in connection with this Agreement as follows: (a) incidental and out-of-pocket expenses including but not limited to costs for postage, shipping, overnight courier, logistics et cetera.
Additional Costs: Project pricing includes Primeweb’s fee only. Any additional costs including, but not limited to, equipment rental, photography costs, photography and/or artwork licenses, prototype production costs, talent fees, music licenses, and online access or hosting fees, will be billed to the Client unless specifically provided for in the Proposal.
Invoices/Payments: Client shall pay all invoices within seven (7) calendar days of the invoice date. Payments will be credited first to late payment charges and next to the unpaid balances. Primeweb reserves the right to withhold Deliverables if accounts are not current, or overdue invoices are not paid in full.
Changes
General Changes: Unless otherwise provided for in the Proposal, and except provided for herein, Client shall pay additional charges for changes requested outside the scope of the services rendered to client on a time and materials basis, at Primeweb’s standard hourly rate of 70$ per hour. Such charges shall be in addition to all other amounts payable under the proposal, despite any maximum budget, contract price, or final price identified therein. Primeweb may extend or modify any delivery schedule or deadlines in the Proposal and Deliverables as may be required for such product(s).
Substantive Changes: If Client requests or instructs changes that amount to a revision in or near excess of 10 percent ( %) of the time required to produce the deliverables, and or the value & scope of the Services, Primeweb shall be entitled to submit a new and separate Proposal to Client for written approval. Work shall not begin on the revised services until a fully signed revised Proposal and, if required, any additional retainer fees are received by Primeweb.
Client Responsibilities
Client acknowledges that it shall be responsible for performing the following in a reasonable and timely manner:
a. coordination of any decision-making with parties other than the Primeweb
b. provision of Client Content in a form suitable for reproduction or incorporation into the Deliverables without further preparation, unless otherwise expressly provided in the Proposal;
c. final proofreading and if Client has approved Deliverables with errors, such as, typographic errors or misspellings by way of example, not limitation, on/in the finished product, Client shall incur the cost of correcting such errors;
d. Ensuring that all information and claims comprising Client Content are accurate, legal, and conform to applicable standards in the Client’s industry.
Confidential Information
Each party acknowledges that in connection with this Agreement it may receive certain confidential or proprietary technical and business information and materials of the other party (“Confidential Information”).
Each party, its agents, and employees shall hold and maintain in strict confidence all Confidential Information, and shall not disclose Confidential Information to any third party, neither use any Confidential Information except as may be necessary to perform its obligations under the Project or as may be required by a court or government authority.
Notwithstanding the foregoing, Confidential Information shall not include any information that is in the public domain or becomes publicly known through no fault of the receiving party or otherwise properly received from a third party without an obligation of confidentiality.
Attribution/Promotions
The client agrees to include in all displays or publications of the Final Works attribution and/or copyright notice in Primeweb’s name in the form, size, and location as incorporated by Primeweb in the Deliverables, or as otherwise directed by Primeweb.
Primeweb retains the right to reproduce, publish and display the final works, deliverables, and preliminary works, to the extent they do not contain client’s confidential Information, in Primeweb’s portfolios, Websites, galleries, design periodicals, and other media or exhibits for recognition of creative excellence or professional advancement, and to be credited with authorship of the Deliverables in connection with such uses.
Either party, subject to the other’s reasonable approval, may describe its role concerning the Project, and, if applicable, the services provided to the other party on its Website and in other professional materials, and, if not expressly objected to, may include a link to the other party’s Website.
Warranties and Representations
By Client:
The Client represents, warrants and covenants to Primeweb that
a. The Client owns all right, title, and interest in or otherwise has full right and authority to permit the use of the Client Content,
b. To the best of the Client’s knowledge, the Client Content is accurate, legal, conforms to ethical standards of the Client’s industry, does not infringe the rights of any third party, and use of the Client Content, as well as any Trademarks in connection with the Project, does not and will not violate the rights of any third parties,
c. Client shall comply with the terms and conditions of any licensing agreements which govern the use of Third Party Materials, and
d. Client shall comply with all laws and regulations as they relate to the Services and Deliverables.
By Primeweb
a. Primeweb hereby represents, warrants and covenants to Client that Primeweb will provide the Services in a professional and ethical manner and in accordance with all reasonable professional standards for such services.
b. Primeweb further represents, warrants and covenants to Client that (i) with exception of Third Party Materials and Client Content, the Final Deliverables shall be the original work of Primeweb (ii) to the best of Primeweb’s knowledge, the Final Works (excluding Client Content and Third Party Materials), and use of the same in connection with the Project, will not violate the rights of any third parties.
c. The Client acknowledges that Primeweb will not conduct any type of intellectual- property clearance search (e.g., copyright, trademark, and utility patent or design patent searches). If Client or any third party authorized by Client modifies or uses the Deliverables outside the scope of rights granted in the agreement, or otherwise in violation of this Agreement, all representations and warranties of Primeweb shall be void.
d. Except for the express representations and warranties stated in the agreement, Primeweb makes no warranties whatsoever. Primeweb explicitly disclaims any other warranties of any kind, either express or implied, including but not limited to; warranties of merchantability or fitness for a particular purpose, or compliance with laws, government rules and regulations applicable to the Project.
Term and Terminations
Term: This Agreement shall commence upon the Effective Date and shall remain effective until the Services are completed and delivered, or otherwise terminated as set forth herein.
Termination: This Agreement may be terminated for convenience at any time by either party effective immediately upon notice or the mutual agreement of the parties, or for cause if any party:
a. Breaches any of its material responsibilities or obligations under this Agreement, wherein breach is not remedied within ten (14) days from receipt of written notice of such breach. In the event of termination, Primeweb shall be compensated for the Services performed through the date of termination in the amount of
i. Any advance payment,
ii. A prorated portion of the fees due
b. Primeweb as of the date of termination, whichever is greater; and Client shall pay any outstanding Additional Costs, Taxes, Expenses, Charges, and costs of Changes incurred through the date of termination. In the event of termination for convenience by Client, Client shall not have rights to use the Deliverables except upon written consent from Primeweb provided after such termination.
This Agreement comprises the entire understanding of the parties hereto on the subject matter. It contains, supersedes and merges all prior and contemporaneous agreements, understandings, and discussions between the parties relating to the subject matter of this Agreement.
In the event of a conflict between the Proposal and any other Agreement documents, the terms of the Proposal shall control. This Agreement comprises Basic Terms and Conditions document, the Proposal, Charges, Changes, Clients Responsibilities, Attribution/Promotions, Confidential Information, Warranties, and Terms & Termination. By their execution below, the parties hereto have agreed to all of the terms and conditions of this Agreement effective as of the last date of signature below, and each signatory represents that it has the full authority to enter into this Agreement and to bind her/his respective party to all of the terms and conditions herein.