MASTER SERVICES AGREEMENT

DIGITAL, CONSULTING & BUSINESS SERVICES

MIRACLE SERIKI DIGITALS LIMITED

This Master Services Agreement (“Agreement”) establishes the general terms and conditions governing the provision of services by Miracle Seriki Digitals Limited (“Service Provider”) to any individual, business, organisation or other client (“Client”).

This Agreement applies to multiple services offered by the Service Provider, including but not limited to website development, e-commerce, digital strategy, business consulting, leadership consulting, training, hosting, maintenance, digital solutions and other professional services.

The specific service, price, deliverables, timeline and other project-specific details shall be contained in a separate quotation, proposal, invoice, statement of work or service order issued to the Client.

1. PURPOSE OF THIS AGREEMENT

The purpose of this Agreement is to establish the general terms under which the Service Provider shall provide professional digital, technology, consulting, training and business services to the Client.

This Agreement is intended to provide a consistent framework for all engagements while allowing individual projects to have their own specific commercial and technical requirements.

The specific commercial terms of each engagement shall be stated in the applicable quotation, proposal, invoice or statement of work.

2. SERVICES COVERED

The Service Provider may provide services including, but not limited to:

2.1 Website & Digital Services

Website design and development;
Business websites;
E-commerce websites;
Online stores;
Landing pages;
Website redesign;
Website maintenance;
Website optimisation;
Website hosting;
Domain registration and management;
Business email setup;
Search-engine optimisation;
Website security;
Website integrations;
Online payment integration;
Booking systems;
Customer enquiry systems;
Digital business systems;
Other website-related services.

2.2 Digital Strategy & Business Services

Digital strategy;
Business strategy;
Digital transformation;
Business process improvement;
Customer experience strategy;
Sales and conversion strategy;
Online business consulting;
Business systems consulting;
Operational consulting;
Business growth consulting;
Digital product strategy;
Other agreed consulting services.

2.3 Leadership, Training & Education

Leadership consulting;
Leadership training;
Business training;
Workshops;
Seminars;
Coaching;
Professional education;
Organisational development;
Team training;
Other agreed training and educational services.

2.4 Other Professional Services

The Service Provider may provide additional digital, business, technology, consulting or professional services where such services are agreed with the Client.

The exact services included in each engagement shall be stated in the applicable quotation, proposal, invoice or statement of work.

3. PROJECT-SPECIFIC TERMS

This Agreement establishes the general terms applicable to the relationship between the Parties.

The specific details of each project or service may be contained in:

Quotation;
Proposal;
Invoice;
Statement of Work;
Service Order;
Project Brief;
Consulting Agreement;
Training Agreement;
Other written service confirmation.

The project-specific document shall state, where applicable:

Service being provided;
Deliverables;
Project fee;
Payment schedule;
Timeline;
Number of sessions;
Number of pages;
Features;
Hosting/domain arrangements;
Support period;
Other project-specific requirements.

Where a project-specific document contains terms that expressly differ from this Agreement, the project-specific terms shall apply to that particular engagement to the extent of the difference.

4. FEES AND PAYMENT

The Client agrees to pay the fees stated in the applicable quotation, proposal, invoice or statement of work.

Unless a different payment structure has been expressly agreed in writing, the Service Provider may require an initial payment before commencing work.

For website and development projects, the standard payment structure may be:

50% initial payment before commencement;
30% at the agreed prototype/design stage;
20% upon completion before final handover.

Different payment structures may apply to consulting, training, hosting, maintenance, subscription or other services where stated in the applicable quotation or proposal.

Work shall not be considered fully delivered or handed over until all required payments have been received.

5. PAYMENT DEFAULT AND SUSPENSION

Where a payment becomes due and remains unpaid, the Service Provider may suspend work or services until the outstanding payment is received.

During a payment-related suspension:

Project deadlines may be automatically extended;
The Service Provider shall not be responsible for resulting delays;
Third-party costs may continue to accrue;
The Client may be required to pay applicable reactivation or additional costs where reasonably incurred;
The Service Provider may suspend access to services that are dependent on the outstanding payment, subject to applicable law.

The Service Provider shall not be required to continue providing work indefinitely while required payments remain outstanding.

6. COMMENCEMENT OF SERVICES

The Service Provider may commence work after:

The required initial payment has been received;
The Client has accepted the applicable project terms;
The required information and materials have been provided; and
The Service Provider has sufficient information or access to begin the service.

The Service Provider is not required to commence work before the agreed commencement requirements have been satisfied.

7. CLIENT RESPONSIBILITIES

The Client agrees to provide accurate, complete and timely information required for the Service Provider to perform the agreed services.

Depending on the service, the Client may be required to provide:

Business information;
Company information;
Brand assets;
Logos;
Images;
Videos;
Documents;
Product information;
Prices;
Customer information;
Testimonials;
Access credentials;
Domain information;
Hosting information;
Social media access;
Payment gateway information;
Other relevant information.

The Client is responsible for the accuracy, ownership and legality of information and materials supplied to the Service Provider.

The Client confirms that it has the necessary rights or permissions to provide materials supplied for use in the project.

8. CLIENT-CAUSED DELAYS

The Service Provider shall not be responsible for delays caused by the Client.

Client-caused delays may include:

Failure to provide content;
Failure to provide required access;
Failure to make payment;
Delayed responses;
Delayed approvals;
Repeated changes to instructions;
Failure to attend scheduled meetings;
Failure to provide required information;
Failure to make decisions necessary for the project.

Where the Client causes a delay, the project timeline may be extended accordingly.

If a project remains inactive for an extended period because of the Client, the Service Provider may treat the project as paused or abandoned and may require a revised timeline, additional fees or reactivation arrangement before resuming work.

9. COMMUNICATION

The primary medium of communication between the Parties shall be WhatsApp, unless another communication channel is expressly agreed.

Project instructions, approvals, corrections, confirmations, requests and other relevant communications may be made through WhatsApp.

Relevant electronic communications may be retained as project records and may be used as evidence of instructions, approvals and communications, subject to applicable law.

The Client is responsible for monitoring the agreed communication channel.

10. PROJECT TIMELINES

Where a project has a defined timeline, the timeline shall be stated in the applicable quotation, proposal or statement of work.

Timelines may be affected by:

Late payment;
Delayed Client responses;
Delayed approvals;
Late content submission;
Failure to provide required access;
Changes to the project scope;
Client-requested revisions;
Third-party service failures;
Force Majeure events;
Other circumstances outside the Service Provider’s reasonable control.

The Service Provider shall not be responsible for delays caused by circumstances attributable to the Client, third parties or events outside reasonable control.

11. CHANGES TO PROJECT SCOPE

The Client may request changes to the agreed scope.

Where a requested change is outside the original scope, the Service Provider may:

Charge an additional fee;
Extend the project timeline;
Require written approval before proceeding.

Significant additional costs shall be communicated before the additional work is carried out where reasonably practicable.

Approval of a project does not automatically include unlimited redesigns, additional features, additional pages, additional consulting sessions or other work outside the agreed scope.

12. WEBSITE DESIGN AND CORRECTIONS

Where website design is included in a project, the Client shall receive the number of design concepts, revisions or correction rounds specified in the applicable quotation or proposal.

Unless otherwise stated, website projects include one reasonable correction round after the initial design/prototype.

Major redesigns, changes in project direction, additional pages, new functionality and repeated correction requests may attract additional fees.

13. CONSULTING SERVICES

Consulting services shall be provided based on the scope agreed with the Client.

Consulting may include:

Analysis;
Recommendations;
Strategy;
Planning;
Business assessment;
Digital assessment;
Workshops;
Advisory sessions;
Reports;
Action plans;
Other agreed professional services.

Consulting recommendations are based on information available to the Service Provider at the time of the engagement.

The Client remains responsible for decisions made and actions taken based on consulting recommendations.

Unless expressly agreed otherwise, consulting services do not constitute legal, tax, medical, investment, accounting or other regulated professional advice.

14. TRAINING AND COACHING

Where training, coaching or educational services are provided, the applicable quotation or proposal shall specify, where relevant:

Number of sessions;
Duration;
Delivery method;
Number of participants;
Materials included;
Support period;
Other applicable requirements.

The Client is responsible for attending scheduled sessions and providing reasonable notice where a session needs to be rescheduled.

Additional sessions or services outside the agreed scope may attract additional fees.

15. WEBSITE, DOMAIN AND DIGITAL ASSET OWNERSHIP

Where the Service Provider purchases a domain specifically for the Client’s business, the domain should, wherever reasonably possible, be registered using the Client’s legal or business details.

The Client shall be the intended registrant and beneficial owner of a domain purchased specifically for the Client, subject to payment of applicable registration and renewal fees.

The Service Provider may manage the domain and related technical settings where necessary to provide the agreed services.

Upon completion and full payment of the relevant project, the Client shall receive appropriate access or control of assets that are intended to be transferred to the Client.

Third-party software, plugins, themes, licences, stock materials and other resources remain subject to their respective licence terms.

16. THIRD-PARTY SERVICES

The Service Provider may use or integrate third-party services, including:

Hosting providers;
Domain registrars;
Payment gateways;
Email services;
Google services;
WhatsApp;
Social media platforms;
Software;
Plugins;
APIs;
Other external platforms.

The Service Provider does not control third-party platforms.

The Service Provider shall not be responsible for third-party:

Outages;
Policy changes;
Pricing changes;
Account suspensions;
API changes;
Security incidents;
Technical failures;
Service discontinuation.

Where a third-party service becomes unavailable, the Parties may agree on an alternative solution.

17. PROHIBITED, FRAUDULENT AND UNLAWFUL SERVICES

The Service Provider shall not knowingly provide services intended to facilitate:

Fraud;
Scams;
Phishing;
Identity theft;
Impersonation;
Money laundering;
Credential theft;
Distribution of malicious software;
Copyright infringement;
Intellectual-property infringement;
Unlawful financial activities;
Unlawful collection or misuse of personal information;
Sale or promotion of unlawful products or services;
Activities prohibited by Nigerian law;
Activities that violate applicable digital, cybersecurity or data-protection laws;
Other deceptive or unlawful activities.

The Service Provider reserves the right to refuse, suspend or terminate an engagement where there are reasonable grounds to believe that the Client intends to use the Service Provider’s work for an unlawful or prohibited purpose.

The Client represents that its business, products, services, content and instructions are lawful.

If the Client uses a website, digital system, strategy, content or other deliverable for an unlawful purpose without the Service Provider’s knowledge or authorisation, the Client remains responsible for that use.

18. CLIENT’S BUSINESS RESPONSIBILITY

The Client remains responsible for its:

Business operations;
Products;
Services;
Claims and representations;
Pricing;
Customer relationships;
Regulatory compliance;
Licences;
Taxes;
Data protection obligations;
Customer transactions;
Refund policies;
Business decisions;
Content published on its platforms.

The Service Provider does not become a partner, employee, agent, legal representative or operator of the Client’s business merely by providing services.

19. REFUND POLICY

Fees paid for services are generally applied toward professional time, work performed, resources purchased and services delivered.

A refund is therefore not automatically available because a Client:

Changes their mind;
Changes their business direction;
Becomes dissatisfied with a personal preference;
Delays the project;
Decides not to continue after work has commenced.

A refund may be considered where there are reasonable and verifiable grounds, including where the Service Provider is genuinely unable or unwilling to deliver the agreed service.

Where a refund is approved, the Service Provider may deduct amounts relating to:

Work already completed;
Professional services already provided;
Time committed;
Domain costs;
Hosting costs;
Software licences;
Third-party services;
Transaction charges;
Other non-refundable expenses.

Nothing in this clause prevents any rights or remedies that cannot lawfully be excluded under Nigerian law.

20. TERMINATION

Either Party may request termination of an engagement.

Where the Client terminates after work has commenced, the Service Provider shall be entitled to payment for work already completed and reasonable costs already incurred.

Where the Service Provider terminates an engagement without reasonable cause and cannot deliver the agreed service, any applicable refund shall be considered based on the work performed and costs incurred.

The Service Provider may terminate or suspend an engagement where the Client:

Fails to make required payments;
Repeatedly delays the project;
Provides unlawful instructions;
Uses the Service Provider’s work for prohibited activities;
Seriously breaches this Agreement;
Provides fraudulent or misleading information;
Becomes abusive, threatening or unreasonably disruptive to the Service Provider or its staff.

21. PROJECT ABANDONMENT

A project may be considered abandoned where the Client fails to respond, provide required materials, provide access, approve work or make required payments for an extended period.

Where a project is considered abandoned, the Service Provider may:

Suspend the project;
Close the active project file;
Retain amounts relating to work already completed and costs incurred;
Require payment of outstanding amounts;
Require a new quotation or reactivation fee before resuming work;
Adjust the project timeline based on current availability.

Project abandonment shall not automatically entitle the Client to a refund.

22. SUPPORT AND MAINTENANCE

Where support or maintenance is included, the applicable quotation or proposal shall specify the support period and scope.

For website projects, one month of basic support and training after deployment may be included unless otherwise stated.

Support does not automatically include:

Unlimited redesigns;
New features;
New pages;
New integrations;
Major changes;
New projects;
Unrelated technical work.

Additional services may be charged separately.

23. BUSINESS RESULTS

The Service Provider may provide services designed to improve the Client’s digital presence, business systems, customer experience, leadership capability, operations or growth opportunities.

However, the Service Provider does not guarantee a specific:

Revenue;
Profit;
Number of customers;
Number of leads;
Website visitors;
Search-engine ranking;
Conversion rate;
Advertising return;
Business growth result.

Business outcomes depend on factors outside the Service Provider’s control.

24. CONFIDENTIALITY

Each Party agrees to reasonably protect confidential information received from the other Party.

Confidential information shall not knowingly be disclosed to unauthorised persons except where:

Required by law;
Necessary to perform the agreed services;
Authorised by the other Party.

25. INTELLECTUAL PROPERTY

Each Party retains ownership of intellectual property it owned before the engagement.

Where a deliverable is specifically created for the Client and full payment has been received, the Client shall receive the rights expressly agreed in the applicable quotation, proposal or statement of work.

Third-party materials remain subject to their applicable licences.

The Service Provider retains ownership of its pre-existing:

Templates;
Frameworks;
Processes;
Methods;
Systems;
Know-how;
Tools;
General development techniques;
Reusable components.

The Client shall not acquire ownership of the Service Provider’s general knowledge, methods or pre-existing materials merely because they were used in delivering a project.

26. SECURITY AND DIGITAL SYSTEMS

The Service Provider shall take reasonable security measures within the agreed scope.

However, no website, software, online account or digital system can be guaranteed to be completely immune from:

Hacking;
Malware;
Cyberattacks;
Data breaches;
Server failures;
Third-party vulnerabilities;
Password compromise.

The Client is responsible for maintaining secure passwords and following reasonable security recommendations.

The Service Provider shall not be responsible for security incidents caused by Client negligence, compromised third-party accounts, insecure passwords, unauthorised access or circumstances outside the Service Provider’s reasonable control.

27. FORCE MAJEURE

Neither Party shall be liable for any delay, failure or inability to perform its obligations under this Agreement where such delay or failure is caused by circumstances beyond the reasonable control of the affected Party.

Such circumstances may include, but are not limited to:

Natural disasters;
Floods;
Fire;
Epidemics or pandemics;
War;
Terrorism;
Civil unrest;
Government actions or restrictions;
Strikes or labour disruptions;
Power outages or major electricity failures;
Internet or telecommunications failures;
Cyberattacks or widespread cybersecurity incidents;
Hosting or server failures;
Domain registrar failures;
Payment gateway failures;
Major software or platform outages;
Changes or interruptions to third-party services;
Acts of God;
Other events that could not reasonably have been prevented or controlled by the affected Party.

Where a Force Majeure event occurs, the affected Party shall notify the other Party as reasonably practicable and shall take reasonable steps to minimise the effect of the event.

Any affected deadline or performance obligation shall be reasonably extended for the period affected by the Force Majeure event.

If a Force Majeure event continues for an extended period and makes it reasonably impossible to continue the engagement, either Party may request termination of the affected service.

Any refund or outstanding payment shall be determined in accordance with the services already performed, work completed, resources purchased and applicable terms of this Agreement.

A Force Majeure event shall not automatically cancel or waive payment obligations for services already provided, work already completed, or non-refundable costs already incurred before the event.

28. LIMITATION OF RESPONSIBILITY

The Service Provider shall provide agreed services with reasonable professional care.

To the extent permitted by applicable law, the Service Provider shall not be responsible for indirect, incidental, special or consequential losses arising from the Client’s use of the services.

The Service Provider shall not be responsible for losses arising from circumstances outside its reasonable control, including:

Third-party failures;
Internet outages;
Hosting failures;
Domain registrar failures;
Payment gateway failures;
Social media platform changes;
Search-engine changes;
Client-provided errors;
Client’s unlawful activities;
Customer behaviour;
Market conditions;
Business decisions made by the Client.

Nothing in this Agreement shall exclude or limit liability that cannot lawfully be excluded or limited under Nigerian law.

29. INDEMNIFICATION

To the extent permitted by applicable law, the Client agrees to be responsible for claims, losses, damages, liabilities or reasonable costs arising from the Client’s:

Unlawful business activities;
Fraudulent activities;
Misuse of the Service Provider’s work;
Breach of this Agreement;
Infringement of third-party intellectual-property rights through materials supplied by the Client;
Violation of applicable laws or regulations;
False, misleading or unlawful information supplied to the Service Provider.

This clause does not apply to the extent that a claim is caused by the Service Provider’s own proven negligence, wilful misconduct or other liability that cannot lawfully be transferred to the Client.

30. CLIENT DATA, ACCESS AND CREDENTIALS

The Client is responsible for providing accurate account and access information required for the performance of the services.

The Client shall not provide unnecessary sensitive information where a less sensitive method of access is reasonably available.

Where passwords or credentials are provided, the Service Provider shall use reasonable measures to protect them while they are in its possession.

The Client remains responsible for changing passwords or revoking access after the completion or termination of services where appropriate.

31. PORTFOLIO AND MARKETING RIGHTS

Unless the Client expressly requests otherwise in writing before publication, the Service Provider may identify completed work as part of its portfolio and marketing materials.

For websites and digital projects, this may include displaying:

The Client’s business name;
A screenshot of the completed work;
A link to the completed website;
A general description of the service provided.

The Service Provider shall not knowingly publish confidential information as part of its portfolio.

Where the Client has legitimate confidentiality requirements, the Parties may agree in writing that the project will not be publicly displayed.

32. ELECTRONIC COMMUNICATION AND ACCEPTANCE

The Parties agree that this Agreement and individual service engagements may be accepted through:

Physical signature;
Electronic signature;
Written confirmation;
Email confirmation;
WhatsApp confirmation;
Online acceptance/checkbox;
Payment of an agreed initial fee after receiving the applicable terms;
Other legally recognised means.

Electronic communications and records relating to the engagement may be retained as evidence of instructions, approvals, payments and acceptance, subject to applicable Nigerian law.

CLIENT ACCEPTANCE BY PAYMENT

By making payment for any service, project, quotation, proposal or invoice issued by Miracle Seriki Digitals Limited, the Client confirms and agrees that the Client:

Has received access to, read, or been provided a reasonable opportunity to read and understand this Master Services Agreement.
Understands that this is a general Master Services Agreement governing the services provided by Miracle Seriki Digitals Limited.
Understands that the specific service, deliverables, price, payment schedule, timeline and other project-specific terms shall be stated in the applicable quotation, proposal, invoice, statement of work or service order.
Agrees to pay the applicable fees stated in the relevant quotation, proposal, invoice or service order.
Understands and accepts that failure to make payments when due may result in the suspension or delay of services and may affect the project timeline.
Understands and accepts that work, features, services or deliverables outside the agreed scope may attract additional fees.
Has read and accepts the refund and termination provisions contained in this Agreement.
Understands that Miracle Seriki Digitals Limited does not knowingly provide services intended to facilitate fraud, scams or unlawful activities and may refuse, suspend or terminate services where there are reasonable grounds to believe that the services are being used for such purposes.
Understands that the Client remains responsible for the legality of the Client’s business, products, services, content, claims, materials and activities and for complying with applicable laws and regulations.
Understands that digital, consulting, training, business and technology services are provided to achieve agreed objectives but do not guarantee specific revenue, profit, sales, customers, leads, rankings or other business results unless expressly stated otherwise in writing.
Accepts WhatsApp as the primary communication channel for the engagement unless another communication method has been expressly agreed.
Agrees that relevant electronic communications, payment records, quotations, invoices, approvals and other project records may be retained and used as evidence of the engagement and the Client’s instructions or acceptance, subject to applicable law.
Agrees to the terms and conditions contained in this Master Services Agreement and the applicable quotation, proposal, invoice, statement of work or service order.

PAYMENT AS ACCEPTANCE

Payment of the applicable service fee or initial payment constitutes the Client’s acceptance of this Master Services Agreement and the applicable project-specific quotation, proposal, invoice or service order.

Where payment is made on behalf of a business, the person making or authorising the payment represents that they have the authority to engage the Service Provider on behalf of that business.

The Service Provider may retain the payment record, invoice, quotation, proposal, communication history and other relevant records as evidence of the Client’s acceptance and engagement.

No separate physical signature shall be required where the Client has accepted the applicable terms through payment, unless the Parties expressly agree that a signed document is required.

33. DISPUTE RESOLUTION

The Parties shall first attempt to resolve disputes through direct communication and good-faith discussion.

Where a dispute cannot be resolved amicably, either Party may pursue appropriate legal remedies available under Nigerian law.

34. GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by the laws of the Federal Republic of Nigeria.

The Parties agree that disputes arising from or relating to this Agreement may be brought before a court of competent jurisdiction in Nigeria, subject to applicable Nigerian law and the rules governing jurisdiction.

This Agreement is intended to constitute a binding commercial agreement between the Parties when accepted.

35. SEVERABILITY

If any provision of this Agreement is found to be invalid, unlawful or unenforceable, the remaining provisions shall continue to apply to the fullest extent permitted by law.

36. NO WAIVER

Failure by either Party to enforce any provision of this Agreement at any particular time shall not constitute a waiver of that Party’s right to enforce the same provision or any other provision in the future.

37. ENTIRE AGREEMENT

This Master Services Agreement, together with the applicable quotation, proposal, invoice, statement of work, project brief or service order, constitutes the agreement between the Parties regarding the relevant services.

Each individual project may have additional terms stated in its applicable project document.

Where necessary, the Parties may agree in writing to amend or supplement the terms of a particular engagement.

38. CLIENT ACKNOWLEDGEMENT

By making payment for a service provided by Miracle Seriki Digitals Limited, the Client acknowledges and agrees to the terms of this Master Services Agreement and the applicable project-specific quotation, proposal, invoice, statement of work or service order.

The Client acknowledges that:

This Agreement governs the general relationship between the Client and Service Provider.
Individual services will have their own applicable quotation, proposal, invoice or statement of work.
The Client is responsible for providing accurate information and materials.
The Client is responsible for the legality of its business and activities.
Late payment or delayed Client responses may delay service delivery.
Additional work outside the agreed scope may attract additional fees.
Refunds are subject to the terms of this Agreement.
The Service Provider does not knowingly provide services for fraudulent or unlawful activities.
Business and digital services do not guarantee specific business results.
WhatsApp is the primary communication channel unless otherwise agreed.
Payment constitutes acceptance of this Agreement and the applicable project-specific terms.

EFFECTIVE ACCEPTANCE

This Agreement becomes applicable to the Client’s engagement upon the Client’s acceptance of the Agreement and payment of the applicable service fee or initial payment, subject to applicable Nigerian law.