STANDARD TERMS & CONDITIONS FOR THE PROVISION OF CREATIVE STRATEGY AND OTHER RELATED SERVICES

INTRODUCTION

Akindare Lewis (whose brand name and style is “AKNLWS”) is an independent digital creative, creative strategist, writer and consultant whose work includes creative production; strategic consulting; storytelling; advertising; photography; branding, marketing, brand positioning; video production; brand invention; podcast production; developing creative concepts and communication strategies; and other services relating to the design, marketing, and promotion of its clients ( “You, Your”) goods, services, brand and identity.

AKNLWS agrees to serve as Your consultant (the “Consultant”) upon the following terms and conditions (“Terms”).

Engagement of the Consultant constitutes an acceptance of these Terms, subject to any amendments expressly agreed in writing upon formal engagement.

By accepting the terms and conditions of this Terms You declare that You have the capacity and authority to enter this contract.

SCOPE OF SERVICES

In consideration of You paying the fee in accordance with Clause 5 below, the Consultant will perform the services (the “Services”) agreed and set out in a proposal document or a programme of work which will be provided to You separately and countersigned for acceptance (the “Agreed PoW”).

Through the provision of Services, the Consultant will produce for you the final result that is selected by You for implementation (the “Work”).

The Consultant will provide the Services to You using reasonable skill and care and in a timely manner (unless we are prevented by circumstances beyond its reasonable control).

Unless expressly agreed otherwise all time periods agreed with You for the delivery of the Service are reasonable estimates and the Consultant will notify You of any anticipated delays in any part of the Service.

AUTHORITY TO CARRY OUT SERVICES

These Terms and the Agreed PoW shall be the agreement for delivery of the Work between you and us (together, the “Agreement”) to the exclusion of all other arrangements and correspondence.

The Agreed PoW (once countersigned by You) will create a binding contract between You and the Consultant and constitute authority to purchase production materials, prepare proofs, enter into contracts based on the estimates/fixed fees and do such things as are necessary for performing the Services. The Consultant reserves the right to vary or withdraw any proposal document or a programme of work at any time prior to receiving Your approval thereof. A proposal document or a programme of work may be expressed to remain open for a specific period.

You may, in writing, cancel or request the Consultant to change the Agreed PoW in whole or part (including work-in-progress) and the Consultant shall take all reasonable steps to comply, provided that this can be done without incurring costs arising from contractual obligations to third parties and suppliers. The Consultant shall advise You of the costs of any request to cancel or change the Agreed PoW within a reasonable time of such a request and such costs shall be borne by You. The Consultant shall not be liable to You for any delays caused by cancellation or changes to the Agreed PoW.

The Consultant shall be entitled to accept instructions and approvals from any individual holding himself out as being authorised to give such instructions or approval on Your behalf. The Consultant shall not be liable to You for any delays caused by such individual(s) being unavailable when required to give instructions or approvals.

The Consultant reserves the right to make modifications to the Services which are necessary to comply with any applicable law but will always endeavour to discuss any such changes with You before they are made so that the full impact on the Services is clear. You will be responsible for any additional costs that are incurred in making such changes.

REVIEW, APPROVAL AND ACCEPTANCE OF WORKS

You maintain review and final approval rights at all times over all elements of the Work; provided that, such rights of review and approval will in no way limit any of the Consultant’s obligations and creative process.

The Consultant will deliver the Work as soon as is reasonably practicable for review and final approval by You and You will provide input and comments in writing on each element within an agreed period. If any aspect of the Work is not acceptable, You will notify the Consultant who will immediately correct the deficiencies in accordance with Agree PoW. In the absence of any written response in accordance with this Clause 4, You will be deemed to have accepted the quality of the Work.

FEE AND PAYMENT TERMS

In consideration of the provision of the Services, You agree to pay us a fee (“Fee”) which will be clearly stated in the Agreed PoW. The Fee is exclusive of the third-party costs and out-of-pocket expenses (including, but not limited, to studio costs, advertising fees, photocopying, storage, printing, proofs, photography, custom fonts, icons, license costs, subcontracting costs, accommodation, travel, subsistence, mail and courier), all of which will be charged to You at cost. Together the Fee, third-party/subcontractor costs and expenses constitute the contract price (“Contract Price”).

The Consultant reserves the right to review and if appropriate increase the Fee if You –

request us to perform additional Services for You;

request any changes or additions to the Agreed PoW;

delay payment, delivery of information, instructions, approvals or consents to us; or

change any agreed timetable in which the Agreed PoW is to be performed.

Any Work that could not reasonably have been anticipated and taken into account when stipulating the Fee (including but not limited to the conversion of file types, the supply of photographic material not of print quality or time spent locating and extracting items from a large volume of material), may result in additional charges.

The Consultant reserves the right to pass on any increase in charges from any third-party or subcontractor engaged in connection with the performance of the Services.

Unless otherwise agreed in writing or arising under a counter claim based in fraud You may not make any set-off against or withhold payment of any part of the Contract Price or any expenses or other monies due to the Consultant.

You agree to pay the Contract Price (without set off or deductions) in Great British Pounds according to the milestones and timelines set out in the Agreed PoW save as otherwise expressly agreed in writing.

The Consultant shall include on the invoices, where appropriate, any value added tax or other legally required charges at the prevailing rates.

You must notify us in writing of any discrepancies in invoices in writing within 7 (seven) days of presentation.

If You fail to make full or timely payments of any invoice (save in the case of a disputed invoice in accordance with Clause 5.8 above), the Consultant may, without reminder, and without prejudice to its other rights and remedies (including the right to suspend performance of the Services), claim interest on the overdue amount at the rate of 2% (two percent) above the Bank of England’s base rate per annum with effect from the date on which the invoice was due to be settled to the date of payment.

THIRD-PARTY SERVICE PROVIDERS

The Consultant may use third-party service providers to support and/or supply some or all the Works in connection with the Services. Our contracts with third parties in connection with the Programme are made in accordance with standard or individual conditions and contracts (the “Contracts”). You accept and agree to comply with the terms of such Contracts of which you have been made aware and acknowledge that work required by you can only be carried out within, and subject to the provisions of the Contracts, including, without limitation the provisions relating to cancellations, omissions and deadlines.

INTELLECTUAL PROPERTY

You hereby grant to the Consultant a non-exclusive, royalty-free, worldwide license to use, copy, modify, publicly perform, display, broadcast and transmit (a) any Works created in accordance with the terms of the Agreed PoW; and (b) any copyright and/or trademarks provided by You, to the extent necessary for the Consultant to perform the Services. In addition, You agree that the Consultant may include Your name (including any trade name, trademark, service mark and logo) on the Consultant’s customer list and in its marketing materials and sales presentation.

Subject to rights of third parties, the copyright and/or design and/or moral right and/or other intellectual property rights recognised anywhere in the world (and whether registrable or not) in the Works belong exclusively to the Consultant and are hereby asserted.

Subject to Clause 7.4and unless otherwise stated in this Clause 7, on completion of the Services and payment of the Contract Price in full and subject to any third-party rights in the Works (as identified by us) the Consultant shall grant to You an exclusive, royalty-free, worldwide license to use the Works only for the purpose as stated in the Agreed PoW.

For the avoidance of doubt, no right or interest shall pass to You in any open source or other freely available material which is included in the Work and delivered as part of the Services.

No rights in any work created by the Consultant before our engagement and which is then used in the Work created as part of the Services will pass to You. Nevertheless, the Consultant grants you a non-exclusive licence to use such work for the purpose of the particular project.

Pending payment of the Contract Price in full, the Consultant shall where appropriate grant You a revocable and non-exclusive temporary licence to use the Work for all reasonable purposes associated with the approval, checking and testing of the Work.

Any licence granted to you in respect of the Work shall not unless specified in the Agreed PoW include a right to adapt or modify such Work.

REPRESENTATIONS, WARRANTIES AND COVENANTS

Each party represents, warrants and covenants that –

it has the full right, power and authority to enter into and perform the acts required of it under the Agreement;

the execution and delivery of the Agreement and the performance of its obligations thereunder do not and will not conflict with, or constitute a default under any covenant, agreement, judgment, law, order to which it is subject;

the Agreement constitutes the legal, valid and binding obligation of the parties when executed and delivered;

in performing its obligations under this Agreement, it will comply with (and will ensure that its personnel, employees, subcontractors, agents and/or representatives comply with) –

all applicable laws and regulations, as well as all best industry practices;

any third-party platform terms and conditions (e.g., Facebook, Twitter, Instagram, YouTube, Snapchat).

CONFIDENTIALITY

Each party agrees to hold all Confidential Information (as defined in Clause 9.2 below) in strict confidence, not to disclose Confidential Information to any third parties, and to use Confidential Information solely for the purpose of fulfilling its obligations under the Agreement.

“Confidential Information” means all information, whether written or not and in whatever form, excluding information available from the public domain, disclosed directly or indirectly by the other party related to the Agreement and/or the other party’s current, future and/or proposed business, products and/or services.

The obligations in Clause 9.1 shall not apply where Confidential Information: (i) is publicly known at the time of its disclosure through no fault of the receiving party; (ii) is or becomes available to the receiving party from a third party who, in making such disclosure, is not in breach of any confidentiality obligation; (iii) is generated by the receiving party independently of and prior to its receipt from the disclosing party; or (iv) is required by law or legal process to be disclosed, provided that, the receiving party gives the disclosing party prior notice of the required disclosure so that the disclosing party has a reasonable opportunity to seek a protective order or other legal remedies.

In the event of a breach or threatened breach of a party’s obligations in this Clause 8, the non-disclosing party may suffer immediate and irreparable harm for which money damages may be difficult to calculate and/or provide inadequate compensation. Accordingly, the non-disclosing party shall be entitled to an injunction, restraining order or other equitable relief to enforce compliance with the provisions of this Clause; provided that, no specification herein of any legal or equitable remedy shall be deemed or construed to prohibit the non-disclosing party from seeking or obtaining any other remedy under this Agreement, at law or in equity.

DATA PROTECTION

The Consultant shall at all times comply with all applicable law and regulation on data protection including the Nigeria Data Protection Act, 2023 (“Data Protection Requirements”) to ensure that personal data we control or process remains confidential.

Where You receive personal data from the Consultant You accept full responsibility for compliance with all applicable legal, regulatory and contractual requirements. We accept no liability for any improper or unauthorised holding, storage and processing of such data by You. In the event that any such use gives rise to any third party claim against us for loss, damage or expense, You agree to indemnify the Consultant in respect of all losses and expenses so-incurred. You shall assist the Consultant in meeting its obligations under the relevant data protection laws, in particular, obligations relating to security of processing, the notification of personal data breaches and data protection impact assessments.

INDEMNIFICATION

The Consultant agrees to indemnify, defend (at your election) and hold You harmless, at its own cost and expense, from and against any and all liabilities, losses, damages, costs and expenses arising from (i) any actual breach of any of the Consultant’s representations, warranties, covenants and/or agreements set forth in the Agreement, (ii) the acts, errors, omissions, misrepresentations, wilful misconduct and/or negligence of the Consultant and/or any of its/his/her personnel, employees, subcontractors, agents and/or representatives, provided same was not supplied or earlier stated in any communication including correspondence or press release published on media platforms by You.

You agree to indemnify, defend (at the Consultant’s election) and hold harmless the Consultant, at Your own cost and expense, from and against any and all liabilities, losses, damages, costs and expense, arising from (i) any actual or alleged breach of any of Your representations, warranties, covenants and/or agreements set forth herein including failure to comply Your payment obligations; (ii) the Consultant’s use of materials supplied and authorised by You, and (iii) the Your acts and omissions, Your personnel, employees, subcontractors, agents and/or representatives.

A party seeking indemnification (the “Indemnified Party”) will give notice promptly in writing of the claim to the other party (the “Indemnifying Party”), provided that, the Indemnified Party’s failure to promptly notify the Indemnifying Party will only relieve the Indemnifying Party of its responsibility to indemnify to the extent the Indemnifying Party is prejudiced by such failure.

The Indemnified Party will reasonably cooperate with the Indemnifying Party and its counsel in the defence and settlement of the claim. The Indemnifying Party will, at its own cost and expense, pay or cause to be paid all charges of attorneys and all costs and other expenses arising therefrom or incurred in connection therewith; provided that, the Indemnified Party retains the right, at its own expense, to deal with any claim by employing its own counsel.

The Indemnifying Party will not, without the Indemnified Party’s prior written consent, enter into any settlement agreement or make any other agreement that (a) requires the Indemnified Party to pay any sum of money or provide any other consideration to any person or entity, or otherwise compromises or limits the Indemnified Party’s substantive rights, or (b) contains a stipulation to, or admission or acknowledgement of, any wrongdoing (whether in tort or otherwise) on the part of the Indemnified Party or any of its affiliates, subsidiaries and/or parent companies.

LIMITATION OF LIABILITY

To the maximum extent permitted by applicable law, neither party is liable for any special, indirect, incidental, punitive or consequential losses, or for lost business or lost profits, arising out of or in connection with the Agreement.

The foregoing exclusion of liability will not apply to gross negligence or wilful misconduct.

RELATIONSHIP OF THE PARTIES

The Consultant is an independent contractor with respect to you. Nothing in the Agreement shall create any association, partnership, joint venture, agency or employer-employee relationship between You and the Consultant and between You and any person(s) and/or entity/entities employed or engaged by the Consultant.

AMENDMENT

The Agreement may be amended only by mutual agreement between the Parties in writing.

FORCE MAJEURE

If the Consultant is rendered wholly or partially unable to perform the Services due to a Force Majeure event, the Consultant shall be excused from whatever performance is affected by the Force Majeure Event, provided that –

the Consultant shall, as soon as is reasonably possible after the occurrence of the Force Majeure Event, give You written notice describing the particulars of the occurrence and the measures it proposes to take to overcome the effect of such Force Majeure Event; and

the suspension of performance shall be of no greater scope and of no longer duration than is required by the Force Majeure event.

In this Agreement, “Force Majeure Event” means an event, condition, or circumstance beyond the reasonable control of, and not due to the fault or negligence of, the Party claiming the occurrence of Force Majeure, and which could not have been avoided by due diligence and use of reasonable efforts, which prevents the performance by such affected Party of its obligations hereunder. These shall include, but is not limited to, war whether declared or not, revolution, riot, insurrection, civil commotion, invasion, armed conflict, Acts of God, acts or orders of government or governmental bodies, or strikes or other protestor action other than actions limited to the personnel of the Party claiming Force Majeure.

SEVERABILITY

If at any time any provision of the Agreement is adjudged to be illegal, invalid or unenforceable in any respect under the law, that provision shall be severed from this Agreement, and the legality, validity or enforceability of the remaining provisions of this Agreement shall not be in any way impaired or affected as a result thereof.

MISCELLANEOUS PROVISIONS

These Terms are legally binding agreement between the parties and may be amended only by agreement between the parties in writing.

The Agreement and the rights, obligations and licenses shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors and assigns. Neither Party may assign the Agreement, in whole or part, or any of its rights and/or obligations, without the prior written consent of the other party. The Agreement, together with other documents referenced in it, contains the entire understanding of the parties regarding its subject matter and supersedes all other agreements and understandings, whether oral or written. No changes or modifications or waivers are to be made to the Agreement unless evidenced in writing and signed for and on behalf of both parties.

The Agreement and the rights and obligations of the Parties hereunder shall be governed by and interpreted and construed in accordance with the Laws of England & Wales.

Parties hereby agree to solve disputes arising in connection with this Agreement amicably. Any dispute that cannot be amicably resolved within 30 (thirty) days shall be settled before in a court of competent jurisdiction.

If at any time one or more provisions of these Terms of Service is adjudged to be illegal, invalid or unenforceable in any respect under the law, the legality, validity or enforceability of the remaining provisions of this Agreement shall not be in any way impaired or affected as a result thereof.