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Corporate Governance & Compliance

Terms of Service

Effective Date: 17 August 2026 · Digital Elixir Ltd (CAC Incorporated: 2017)

Effective Date: 17 August 2026
Company: Digital Elixir Ltd (CAC Incorporated: 2017)
Registered Office: Suite A2, Saham Plaza, Alexandria Crescent, Wuse II, Abuja, Nigeria

1. Agreement & Acceptance

These Terms of Service (“Terms”) constitute a legally binding agreement between Digital Elixir Ltd (“Digital Elixir”, “Agency”, “we”, “us”) and the person or corporate entity (“Client”, “you”, “your”) accessing our website (digitalelixir.com.ng) or engaging our digital marketing, search engine optimization (SEO), web engineering, and strategic advisory services.

By submitting a project brief, executing a Scope of Work (SOW) or Service Level Agreement (SLA), or paying an invoice issued by Digital Elixir Ltd, you confirm that you have read, understood, and agreed to be bound by these Terms in full.

2. Services & Scopes of Work (SOW)

  • Specific Deliverables: All agency services, including technical SEO, pay-per-click advertising management, bespoke web design and development, AI workflow automation, PR distribution, and WordPress security, shall be governed by a dedicated Scope of Work, Proposal, or Project Contract detailing deliverables, project milestones, agreed timelines, and fee structures.
  • Scope Modifications: Any requested modifications, additions, or expansions to an agreed Scope of Work (“Scope Creep”) must be submitted in writing and may result in an updated timeline and revised financial estimate via an authorized Change Order.

3. Professional Fees, Invoicing & Payment Terms

  • Invoicing Currency: Fees are quoted and invoiced in Nigerian Naira (NGN), United States Dollars (USD), British Pounds (GBP), or Euros (EUR) as mutually agreed in writing.
  • Deposit & Milestone Payments: For project-based web development and custom software builds, work commences upon receipt of an agreed non-refundable project deposit (typically 50% upfront, with milestone balance payments tied to staging review and production deployment).
  • Monthly Retainers: SEO, PPC advertising management, and ongoing maintenance retainers are invoiced in advance on the 1st of each calendar month and are due within seven (7) calendar days of invoice presentation.
  • Late Payments: Invoices outstanding beyond fourteen (14) days past the due date may incur statutory late fees and may result in immediate suspension of active marketing campaigns, staging server access, or support services until full settlement.
  • Taxes: All professional fees are exclusive of applicable statutory Value Added Tax (VAT) or withholding taxes mandated under Nigerian fiscal law unless explicitly stated on the invoice.

4. Client Responsibilities & Project Dependencies

To ensure timely delivery of milestones, the Client agrees to:

  • Provide timely access to required digital assets, including hosting accounts, domain registrar credentials, CMS administration, Google Search Console, Google Analytics, and ad accounts.
  • Supply high-resolution brand assets, verified copy, product catalogs, and corporate imagery within agreed project timelines.
  • Deliver consolidated stakeholder feedback and approvals on design drafts and milestone reviews within five (5) business days of submission. Digital Elixir shall not be liable for project launch delays resulting from client responsiveness bottlenecks.

5. Intellectual Property & Ownership Rights

  • Client Deliverables: Upon receipt of full and final payment for a contracted project, all exclusive proprietary rights to custom website code, bespoke visual designs, authored copy, and marketing assets created specifically for the Client shall transfer entirely to the Client.
  • Agency Background Tooling: Digital Elixir retains full ownership of its pre-existing proprietary tools, internal boilerplates, code libraries, automation scripts, and general methodologies utilized during project execution. The Client is granted a perpetual, non-exclusive, royalty-free license to utilize such embedded tools solely as part of the operating website.
  • Portfolio & Case Study Rights: Unless explicitly prohibited by a signed Non-Disclosure Agreement (NDA), Digital Elixir reserves the right to showcase completed client work, screenshots, performance benchmarks, and public URLs within our portfolio, gallery, and marketing materials.

6. Search Engine & Marketing Performance Disclaimer

  • Third-Party Algorithm Autonomy: Search engines (such as Google, Bing, and Yahoo) and AI answer engines (OpenAI ChatGPT, Perplexity, Google AI Overviews) operate proprietary, autonomous ranking algorithms subject to continuous, unannounced updates.
  • No Absolute Ranking Guarantees: Digital Elixir applies industry-leading white-hat technical SEO, data-backed keyword strategies, and schema markup. However, we do not and cannot guarantee specific numerical position rankings (#1 rank) on search engines, as third-party algorithmic decisions and competitor actions remain outside our direct control.
  • Third-Party Ad Spend: Advertising budgets paid to Google Ads, YouTube Ads, or Meta Ads are paid directly to those respective platforms and are strictly non-refundable once consumed by ad auctions.

7. Confidentiality & Non-Disclosure

Both Digital Elixir and the Client agree to hold all confidential business, financial, technical, and strategic information disclosed during the engagement in strict confidence. Neither party shall disclose such proprietary information to third parties without prior written consent, except where required by law or to authorized technical subcontractors under strict confidentiality terms.

8. Limitation of Liability

  • Indirect & Consequential Damages: To the maximum extent permitted by applicable law, Digital Elixir Ltd, its directors, officers, employees, and subcontractors shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, lost revenue, data corruption, or business interruption arising from the use of or inability to use our services.
  • Aggregate Liability Cap: Digital Elixir’s total cumulative liability for any claim arising out of or related to an engagement, whether in contract, tort (including negligence), or otherwise, shall be strictly limited to the total fees actually paid by the Client to Digital Elixir under the applicable Statement of Work during the three (3) months preceding the incident giving rise to liability.

9. Term & Termination

  • Project Engagements: Project-based contracts terminate upon final delivery, client acceptance, and payment of the final project milestone.
  • Retainer Engagements: Monthly retainer agreements may be terminated by either party with thirty (30) calendar days’ written notice to the other party.
  • Termination for Cause: Either party may terminate an agreement immediately if the other party commits a material breach of these Terms and fails to remedy such breach within fourteen (14) days of receiving written notification.
  • Post-Termination Obligations: Upon termination, the Client shall pay for all work satisfactorily completed up to the date of termination, and Digital Elixir shall deliver all completed assets and handover credentials.

10. Governing Law & Dispute Resolution

  • Jurisdiction: These Terms of Service and any dispute or claim arising out of them shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria.
  • Amicable Negotiation: In the event of any controversy or dispute, the parties agree to first attempt resolution through good-faith executive negotiation for a period of twenty-one (21) days.
  • Arbitration: If unresolved through negotiation, the dispute shall be referred to and finally resolved by arbitration in accordance with the Arbitration and Mediation Act 2023 of Nigeria. The seat of arbitration shall be Abuja, Federal Capital Territory, Nigeria, conducted in the English language before a single arbitrator agreed upon by both parties.
  • Courts: Where court intervention is legally necessary, the parties submit to the exclusive jurisdiction of the High Court of the Federal Capital Territory, Abuja, Nigeria.