The following Terms and Conditions will be applicable in any dealings that you (whether an individual or a corporate body) and Codewell is involved. In particular the terms will apply when making orders to Codewell, regardless the medium used to place the order, be it made through telephone, internet and verbal communication. You acknowledge that you have read, understood and accepted the most current Terms and Conditions as they shall be prescribed by Codewell.


1. Acceptance of orders
(a) Codewell contracts for the supply of goods and/or services only subject to these terms and conditions and anything in the customer’s order or enquiries inconsistent with these terms will not be binding to Codewell or any of its authorised agents.
(b) The terms and conditions herein shall constitute the entire agreement between Codewell and any modification to these conditions will be binding only if it is evidenced in writing signed by a director of the company and such evidence contains specific reference to those conditions being modified.
(c) Acceptance of the customer’s order takes place when an order confirmation – email/written/verbal is made with the customer, or preliminary work is undertaken on the customer’s instructions.
(d) We reserve the right to decline any order for any reason at our sole discretion.


2. Customer’s property
(a) Materials/data supplied by the customer – (a) We may reject any paper, plates, data, media or other materials supplied or specified by the customer which appear to us to be unsuitable. Additional cost incurred if materials are found to be unsuitable during production may be charged.
(b) Responsibility will not be accepted for imperfect work caused by defects in or unsuitability of materials so supplied or specified.


3. Delivery and payment
(a) Upon full payment for an order, Codewell shall strive to offer their services within the agreed schedule. For website design projects, payments will be payable by Bank Transfer or using our Online Payment gateway as and when specified in the Agreement.
(b) Where it’s stipulated that the payment will be made in phases, such payment will be paid according to those phases no later than the date advised, unless advised by Codewell in writing. Where payment is not made, Codewell has the right to withhold labour and all element of the site (including any and all domain names) until such payment has been made.
(c) For the purposes of this section, any payment will be deemed to have been made when the amount due has been credited into Codewell’s account. Where an attempt to make payment has been declined, Codewell may direct that the payment be made using alternative means within a period of 24 hours. Any work in progress may be suspended until such payment has been made.
In all cases, once the commencement fee has been credited to Codewell’s account, it shall become non-refundable. Delay in payment will be charged at an interest of 2.5% per day of the remaining balance.
If there is delay in payment for more than 14 days, the ownership of the website shall automatically revert to Codewell, and the service will be suspended.
(d) However, the client may reclaim the website ownership, if all due payment is paid. In addition, the client must pay the late payment fee calculated for 14 days before the service was cancelled by Codewell.


4. Renewals
Unless we otherwise state, hosting/domain registration fees are payable yearly by Bank Transfer to Codewell’s account.
If we do not receive payment, we reserve the right to suspend your account. Codewell will not be liable for any interruptions to the availability of your website or loss of files.


5. Preliminary work and amendments
All work carried out, whether experimentally or otherwise (which include any artwork amendments undertaken with customer’s instructions), at customer’s request shall be billed at Codewell’s standard rate with payment to be made by Customer.


6. Web Hosting
(a) Web hosting services are provided on an “as is” and “as available” basis and no warranty is provided or is to be implied as to (among other things) the fitness to a particular purpose, non-infringement, compatibility, adequacy, security and accuracy.
(b) The client is not entitled to any warranty that the web hosting services will meet its requirements and expectations, or that the services will be uninterrupted, flawless, timely, accurate, reliable, secure or error free or that the website/server will be free of viruses or other harmful elements, or that the errors in the software will be corrected in a timely fashion.


7. Substantially completed works
If Codewell has substantially provided services to a client (at least 50% of the work) but is unable to complete or keeps the work in hold for a period of 14 days for any reason whatsoever, the final payment will still be due, and the new date for completion of the work may be mutually agreed upon.


8. Standard maintenance cost
Our standard rate is N20,000. In some cases, where the project size requires more resources. Codewell will have to invoice the client a new cost. Maintenance services are carried out immediately upon confirmation of payment received by Codewell. In addition, there’s a cap/limit which we set per month. Our technical department will perform a weekly check for errors, bugs and fix them right on time.


9. Copyright
(a) Unless negotiated and agreed in writing, the copyright of General Artwork, Commissioned Artwork, bespoke designs, scripting, functions and programming both server-side and client-side, all scripting pertaining to the online content management system (CMS), Original source files and Illustrations shall belong to Codewell, except where the whole printed product design is supplied by the customer or designed by the customer without being altered by Codewell in any way. Codewell as the author will grant the use of their work under copyright law as it sees fit. Any request for the grating or transfers of Codewell’s copyright in any work created by Codewell for customer must be requested by customer in writing and acceptance or rejection of such request shall come within fourteen (14) days in writing by Codewell. Any use of Codewell’s copyrighted material that has been created for Customer shall be prosecuted by Codewell to the fullest extent of the law.
(b) Notwithstanding the foregoing, the copyright for all client’s data and databases, structure and content therein whether submitted by third parties through the website or other feedback input and any data derived by the client through the use of server-side and client-side scripting will remain the property of the client.
(c) Any work created by Codewell will remain the property of Codewell. Work created by Codewell must not be construed by third parties as its own, expressly or impliedly. The customer shall be responsible for all the design data they supply. He/she should obtain the necessary authority or licenses to reproduce picture, artwork, photographs, logos etc. The customer will indemnify us and our agents from any third-party claim(s) arising thereof. Website content (excepting previous), design, software are copyright Codewell.


10. Proofs of work
Proofs of all work may be submitted for customer’s approval and we shall incur no liability for any errors not corrected and communicated by the customer in proofs so submitted. Any customer alterations and/or additional proofs requiring additional work shall be billed to the customer at Codewell standard charges.
The client will be responsible for the charges incurred to produce any reprint that is necessary required due to any oversights.


11. Security
You will be initially issued with a username and password to access certain services or website areas provided by Codewell. We would advise that you change this to a ‘strong’ password of your choice as soon as possible.
If, at any time, you reasonably believe that this information has become known to any unauthorized person, you agree to immediately inform Codewell so we can change your password.
We take the security of our services very seriously and put additional measures in place to help prevent hacking attempts and intrusions. However, we cannot be held responsible for the actions of a third party


12. Designs for the purpose of our portfolio
Any work created by Codewell for any client may be showcased by us within our online or offline portfolio. Any artwork which involves works of third parties i.e. supplied designs, logo, photos, may also be used for the purpose of displaying client’s past works for our portfolio.


13. Site Modifications
In event of site alteration by client or any other person acting on client’s instruction renders the site unusable, Codewell may restore the site to its previous working condition at a standard web maintenance rate. The modifications can only be done if the resources needed to do so are available. We shall not be responsible for unauthorized access by third parties to the site, or for any stolen data by any unauthorized person.

14. Back Ups
We will attempt to back up your website at regular intervals to safeguard data in the event of a server failure, but Codewell cannot be held liable if a backup is not successful or it is not possible to recover all your data. No guarantees are made of any kind as to the integrity of these backups. If you require us to restore files or databases due to a corruption, accidental deletion or for any reason not caused by the server hardware or server operating system, we reserve the right to charge our web maintenance rate. Upon termination or expiration of this Agreement, Codewell may retain historic archives of our server’s contents, which may include your data. We will delete this data at your request.


15. Termination of the Agreement
Once a client enters into a legally binding contract with Codewell, effective after acceptance of a client’s order by Codewell, the Agreement may be cancelled with 60 days prior written notice being issued by the party cancelling it. If you do not respond to our email or phone messages requesting agreed information, content or sign-off for more than one month, we will treat the project as closed and, if a balance is due, issue an invoice. In the event of the client cancelling the agreement, the remaining contract balance will be payable by the client as per the timeline schedule beneath. Any services delivered as part of an additional requirement or contract bonus will be invoiced at the rate card amount if the contract term is not completed in full and payable by the Customer.

Cancellation Timeline:
Within 8 weeks 80 percent of total order value payable
Within 6 weeks 60 percent of total order value payable
Within 3 weeks 40 percent of total order value payable
Within 1 week 30 percent of total order value payable
Within 24 hours 20 percent of total order value payable

If cancellation is to occur, any discounts applied may be revoked and chargeable at our standard rate.


16. Client’s obligations
The client will provide Codewell with reasonable direct and remote access to its website, and shall provide such other reasonable assistance as Codewell may request, including, but not limited to, providing source code and other statistical, diagnostic information and other relevant information required to enable Codewell to comply with its obligations under this Agreement. The Customer shall comply with directions and advice from Codewell within a reasonable period. The Customer shall not interfere or disrupt the Service.


17. Search Engine Rankings and link building
We will submit your website to the Google search engine. In addition, for websites built on the
WordPress platform we will further optimize by setup of a recommended SEO plugin. However, Codewell exercises no control over the content of search engines and we are unable to guarantee the client any definite results regarding the search engine rankings as well as the length of time a link may remain live.


18. Disclaimer of warranties
Codewell disclaims ALL warranties express or implied that orders will be fit for any particular purpose, including, without limitation the successful attainment of the client’s goals, be they financial, social impact or by the amount of traffic generated by their website. The client discharges and holds harmless Codewell and its employers and agents from any liability arising out of this Agreement for any lost profits, lost savings, lost data, or other special or consequential, incidental or exemplary damages arising out of product or data that is in the hands of Codewell under this agreement including but not limited to, loss of data, income, profit or opportunity, loss of or damage to property and claims of third parties, or any indirect or consequential loss or damages, even if Codewell have been advised of the possibility of such loss or damage, or such loss or damages were reasonably foreseeable.


19. Illegal matter
(a) We shall not be required to print or design any matter which in our opinion is or may be libelous, malicious, profane, can potentially fan ethnic or racial tensions, immoral or any such information which Codewell considers objectionable on grounds of good conscience.
(b) We shall be indemnified by the client in respect of any claims, costs and expenses (including legal fees) arising out of any libelous matter or any infringement of copyright, patent, design of or any other proprietary or personal rights contained in any material designed or printed for the customer.


20. Severance
All provisions of these terms and conditions are, notwithstanding the manner in which they have been grouped together or linked grammatically, are severable from each other. If any of these Terms and Conditions should be determined to be unenforceable because they have been held to be invalid, illegal, void or unlawful for any reason by any court of competent jurisdiction then such Term or Condition shall be considered superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remaining Terms and Conditions shall survive and remain in full force and effect and continue to be binding and enforceable.


21. Non-Waiver
Our failure to enforce at any time or for any period any one or more of the Terms and Conditions shall not be a waiver of them or the rights attaching to any of them.


22. Structure
The structure, headings, numbering used in these terms and conditions are included for convenience only and will not limit or otherwise affect the terms and conditions herein.


23. Force majeure
We shall be under no liability if we shall be unable to carry out any provision of the contract for any reason beyond our control including (without limiting the foregoing) an Act of God, legislation, war, fire, flood, drought, failure of power of supply, lock-out, strike or other action taken by employees in contemplation or furtherance of a dispute or owing to any inability to procure materials required for the performance of the contract. During the continuance of such a contingency the customer may be written notice to us elect to terminate the contract and pay for work done and materials used but subject thereto shall otherwise accept delivery when available.