Terms of Service

Digital Marketing Agency · Lagos, Nigeria

Effective Date: 10 April 2026

Version 1.0 | Last Updated: 10 April 2026

Company Detail Information

1. Definitions and Interpretation

In these Terms of Service, unless the context otherwise requires, the following words and expressions have the meanings assigned to them:

In these Terms: (a) references to a “section” are to a section of these Terms; (b) the singular includes the plural and vice versa; (c) headings are for convenience only and do not affect interpretation; (d) “including” means “including without limitation.”

2. Acceptance of Terms

These Terms of Service (“Terms”) govern the relationship between Magnetize Marketing and every Client who engages our services or uses our website at magnetize-marketing.com.

You accept these Terms by any one of the following means:

• Signing or countersigning a Service Agreement or proposal issued by the Agency
• Making payment of a deposit, retainer, or invoice in connection with our services
• Providing written or electronic confirmation of engagement (including by email or WhatsApp)
• Submitting a consultation request form on our website and proceeding with onboarding
• Using our website in a manner that goes beyond passive browsing

Where a Client is a company or organisation, the person accepting these Terms confirms that they have authority to bind that entity to these Terms.

Precedence: In the event of any conflict between these Terms of Service and a specific Service Agreement executed between the parties, the terms of the Service Agreement shall prevail to the extent of the inconsistency.

3. Our Services

Magnetize Marketing provides the following categories of digital marketing services to businesses across Nigeria and beyond:

The specific Services to be provided, the scope, deliverables, timeline, and Fees applicable to each engagement are set out in the relevant Service Agreement. The Agency reserves the right to decline, modify, or discontinue any service offering at its discretion, subject to honouring existing contractual commitments.

4. Engagement Process and Service Agreements

4.1 Onboarding Process

All client engagements follow a structured onboarding process:

1. Free Strategy Consultation: An initial discovery call or meeting to understand the Client’s business goals, current digital presence, and requirements.
2. Proposal and Scope of Work: The Agency prepares a written proposal outlining the recommended services, deliverables, timeline, KPIs (key performance indicators), and Fees.
3. Agreement Execution: The Client reviews, approves, and countersigns the proposal or Service Agreement, and pays the required deposit (see Section 6.2).
4. Kick-off and Onboarding: The Agency initiates a formal onboarding process, collects required access credentials and assets, and commences service delivery.

4.2 Scope of Work

Each Service Agreement shall specify: (a) the Services to be provided; (b) the key deliverables and acceptance criteria; (c) the project timeline or retainer period; (d) the agreed Fees and payment schedule; (e) the Key Performance Indicators (KPIs) or success metrics where applicable; and (f) the Client’s obligations and responsibilities.

Any work requested by the Client that falls outside the agreed scope of a Service Agreement constitutes additional work (“Out-of-Scope Work”). The Agency will issue a Change Order or Addendum detailing the additional work, timeline, and fees before commencing. No Out-of-Scope Work will be undertaken without written approval from the Client.

4.3 Project Timelines

Timelines set out in a Service Agreement are estimates made in good faith. The Agency will use reasonable endeavours to meet agreed timelines. However, timelines are contingent upon: (a) timely provision of required materials, feedback, and approvals by the Client; (b) third-party platform response times and technical dependencies; and (c) the absence of Force Majeure Events. The Agency shall not be liable for delays caused by the Client’s failure to meet its obligations under Section 5.

4.4 Revisions and Approval

Unless otherwise specified in the Service Agreement, each deliverable includes a reasonable number of revision rounds as agreed in writing. Revisions must be submitted as consolidated, specific, written feedback within 7 Working Days of delivery. Failure to provide feedback within this period may be treated as deemed approval, and any subsequent revisions may be charged as Out-of-Scope Work.

5. Client Obligations and Responsibilities

The successful delivery of Services is a collaborative process. The Client agrees to fulfil the following obligations throughout the engagement:

5.1 Provision of Information and Materials

• Provide the Agency with all information, materials, assets (logos, images, copy, brand guidelines), and access credentials (website admin, Google Analytics, Meta Business Manager, etc.) required for service delivery within the timelines specified in the Service Agreement or as reasonably requested by the Agency.
• Ensure that all information, content, and materials provided to the Agency are accurate, complete, and up to date.
• Ensure that the Client owns or has full legal right to use all materials provided, and that such materials do not infringe the intellectual property or other rights of any third party.

5.2 Timely Feedback and Approvals

• Review and provide consolidated written feedback on all deliverables within 7 Working Days of receipt, unless a different timeline is agreed in writing.
• Designate a primary point of contact with authority to approve deliverables and make decisions on behalf of the Client organisation.
• Attend scheduled project meetings, calls, and review sessions as required.

5.3 Account Access and Permissions

• Grant the Agency sufficient access to all required platforms, accounts, and tools as necessary for service delivery (e.g., Google Search Console, Meta Business Manager, website CMS, Google Ads account).
• Maintain the security of shared credentials and promptly notify the Agency of any unauthorised access to shared accounts.
• Not revoke, restrict, or alter access permissions without reasonable prior notice to the Agency, except in the event of a security incident.

5.4 Lawful Conduct

• Ensure that the Client’s business, products, and services comply with all applicable Nigerian laws, regulations, and industry standards.
• Not request the Agency to produce, publish, or distribute content that is unlawful, misleading, defamatory, obscene, discriminatory, or in breach of ARCON regulations, Meta’s Community Standards, Google’s Advertising Policies, or any other applicable platform policy.
• Ensure that all claims, statistics, testimonials, and representations contained in materials provided to the Agency for use in marketing content are truthful, substantiated, and not misleading.
• Obtain all necessary consents, licences, and regulatory approvals required for the Client’s own business activities, including but not limited to ARCON ASP approval where independently required.

5.5 Ad Spend and Budget

• Where the Agency manages paid advertising campaigns on the Client’s behalf, the Client is solely responsible for funding the advertising budget directly with the relevant platform (Meta Ads, Google Ads, etc.) unless a separate arrangement is agreed in writing.
• The Agency’s management fees are separate from and in addition to any advertising spend. The Agency does not profit from media spend unless explicitly agreed as part of a managed media arrangement.

6. Fees, Payment Terms, and Invoicing

6.1 Fees

The Fees applicable to each engagement are set out in the relevant Service Agreement or proposal. All Fees are stated in Nigerian Naira (NGN) unless otherwise agreed in writing. The Agency reserves the right to quote and invoice in United States Dollars (USD) for international clients or where agreed by the parties.

6.2 Deposit Requirements

• Project-based engagements: 50% of the total project fee is payable upon signing the Service Agreement and before any work commences.
• Monthly retainer engagements: The first month’s retainer fee is payable in advance before onboarding commences.
• The Agency is not obligated to commence any work until the required deposit has been received and cleared.

6.3 Invoicing and Payment Schedule

• Invoices are issued in accordance with the payment schedule in the Service Agreement. For retainer engagements, invoices are issued on the 1st of each month for the current month’s services.
• Payment is due within 7 Working Days of the invoice date unless a different period is specified in the Service Agreement.
• Payments are accepted via bank transfer, Paystack, Flutterwave, or such other methods as notified by the Agency.
• The Client is responsible for all bank charges, transfer fees, and currency conversion costs associated with payment.

6.4 Taxes

All Fees are exclusive of Value Added Tax (VAT) at the rate of 7.5% as applicable under Nigerian law. VAT will be added to all invoices where applicable. The Client is responsible for any applicable withholding taxes; however, if withholding tax is deducted, the Client must provide the Agency with a valid withholding tax credit note within 30 days of payment. The Agency’s invoices will reflect its Tax Identification Number (TIN) for compliance purposes.

6.5 Expenses

Out-of-pocket expenses reasonably incurred by the Agency in the course of service delivery (such as stock photography licences, domain registration fees, third-party software subscriptions, print production costs, or travel where required and pre-approved) will be invoiced to the Client at cost with supporting receipts. Expenses exceeding NGN 50,000 require prior written approval from the Client.

7. Late Payment and Suspension of Services

7.1 Late Payment Interest

Without prejudice to any other remedy, if the Client fails to pay any amount due by the payment due date, the Agency reserves the right to charge interest on the overdue amount at the rate of 5% per month (or the maximum rate permitted by applicable Nigerian law, whichever is lower), calculated from the due date until the date of actual payment, whether before or after any judgment.

7.2 Suspension of Services

If any invoice remains unpaid for more than 14 days after the due date, the Agency may, at its sole discretion and without further notice, suspend all or part of the Services until the outstanding amount (including any accrued interest) is paid in full. The Agency shall not be liable for any loss or damage arising from such suspension where it is caused by the Client’s failure to pay.

7.3 Recovery of Costs

The Client shall reimburse the Agency for all reasonable costs of recovery (including legal fees on a solicitor-and-client basis) incurred in recovering overdue amounts.

7.4 Dispute of Invoices

If the Client disputes any invoice in good faith, they must notify the Agency in writing within 5 Working Days of receipt of the invoice, specifying the reason for the dispute. The parties shall use reasonable endeavours to resolve the dispute within 14 Working Days. Undisputed portions of any invoice remain payable by the original due date.

8. Intellectual Property Rights

8.1 Agency’s Pre-Existing IP

The Agency retains all intellectual property rights in its pre-existing tools, methodologies, frameworks, templates, processes, know-how, proprietary software, and any other materials developed independently of the Client engagement (“Agency Background IP”). Nothing in these Terms or any Service Agreement transfers ownership of Agency Background IP to the Client.

8.2 Ownership of Deliverables

Subject to full payment of all Fees and charges due under the applicable Service Agreement, the Agency assigns to the Client all intellectual property rights in the final Deliverables created specifically for the Client and identified as “Client Deliverables” in the Service Agreement, to the extent such rights are assignable under Nigerian law.

This assignment: (a) takes effect only upon receipt of full and final payment; (b) does not include any Agency Background IP incorporated into the Deliverables (for which the Agency grants the Client a perpetual, non-exclusive, royalty-free licence to use as part of the Deliverable); and (c) does not include third-party materials, stock assets, licensed fonts, or platform-specific creative elements subject to their own terms.

8.3 Agency Portfolio Rights

Unless the Client requests confidentiality in writing prior to the commencement of a project, the Agency reserves the right to use the Deliverables, project outcomes, and campaign performance data (in anonymised or attributed form) for the Agency’s own marketing and promotional purposes, including on its website, social media channels, and in case studies and pitch materials.

8.4 Client’s IP

The Client grants the Agency a non-exclusive, royalty-free, revocable licence to use the Client’s trademarks, logos, brand assets, and other intellectual property solely for the purpose of performing the Services during the term of the engagement. The Agency will not use the Client’s IP for any purpose other than service delivery without the Client’s express prior written consent.

8.5 Third-Party Content

Where Deliverables incorporate third-party licensed content (including stock photography, music, video footage, or software), the applicable third-party licence terms govern the Client’s use of such content. The Agency will disclose all third-party content used and its associated licence terms. The Client is responsible for ensuring its use of third-party content remains within the scope of the applicable licence.

9. Confidentiality

9.1 Mutual Confidentiality Obligations

Each party (“Receiving Party”) agrees to keep confidential all Confidential Information received from the other party (“Disclosing Party”) and to: (a) use the Confidential Information solely for the purposes of performing obligations or exercising rights under these Terms; (b) not disclose the Confidential Information to any third party without the prior written consent of the Disclosing Party; and (c) apply at least the same degree of care to the Confidential Information as it applies to its own confidential information, but in no case less than reasonable care.

9.2 Permitted Disclosures

The Receiving Party may disclose Confidential Information: (a) to its employees, contractors, and professional advisors who have a legitimate need to know and are bound by equivalent confidentiality obligations; (b) as required by applicable Nigerian law, regulation, or court order, provided that the Receiving Party gives the Disclosing Party prompt prior written notice (where legally permissible) and reasonable assistance in seeking a protective order.

9.3 Exclusions

Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was already known to the Receiving Party without restriction before disclosure; (c) is independently developed by the Receiving Party without reference to the Confidential Information; or (d) is received from a third party who is not subject to any confidentiality obligation in respect of such information.

9.4 Duration

Confidentiality obligations survive the termination or expiry of any Service Agreement or these Terms for a period of 3 years from the date of termination or expiry, or for such longer period as may be required by applicable law.

9.5 Non-Solicitation

During the term of any active engagement and for 12 months following its conclusion, neither party shall directly solicit or seek to employ any key personnel of the other party who was materially involved in the engagement, without the prior written consent of the other party. This clause does not restrict general recruitment advertising.

10. Data Protection and Privacy

Both parties agree to comply with all applicable data protection laws in Nigeria, including the Nigeria Data Protection Act 2023 (NDPA) and the Nigeria Data Protection Regulation 2019 (NDPR), in connection with their respective activities under these Terms.

10.1 Agency as Data Processor

Where the Agency processes personal data belonging to the Client’s customers, prospects, or other data subjects in the course of providing Services, the Agency acts as a Data Processor and the Client acts as the Data Controller. In such cases, the parties shall execute a separate Data Processing Agreement (DPA) as required by Section 43 of the NDPA 2023. The Agency will: (a) process such data only on the documented instructions of the Client; (b) implement appropriate technical and organisational security measures; (c) not engage sub-processors without the Client’s written authorisation; and (d) assist the Client in meeting its data protection obligations.

10.2 Agency as Data Controller

The Agency’s collection and use of personal data relating to the Client’s representatives and contacts for the purposes of managing the client relationship is governed by the Agency’s Privacy Policy, available at magnetize-marketing.com/privacy-policy.

10.3 Client’s Data Protection Obligations

The Client warrants that: (a) it has a lawful basis for providing any personal data to the Agency; (b) it has provided all necessary privacy notices to data subjects whose data is shared with the Agency; (c) it will not instruct the Agency to process personal data in a manner that violates the NDPA 2023 or any other applicable law; and (d) it will promptly inform the Agency of any data subject requests or regulatory inquiries that affect data processed by the Agency on the Client’s behalf.

11. Third-Party Platforms and Tools

The Agency’s services frequently involve the use of third-party digital platforms (including Meta, Google, TikTok, LinkedIn, Mailchimp, and WordPress).

• The Agency is not affiliated with, endorsed by, or an authorised representative of any third-party platform unless explicitly stated in writing. Meta, Google, and all other platform names are trademarks of their respective owners.
• All third-party platforms have their own terms of service and advertising policies. The Client is responsible for ensuring that its business, products, services, and advertising content comply with the terms of service and community standards of all platforms used in connection with its campaigns.
• The Agency will not be liable for any changes, restrictions, account suspensions, policy violations, or service interruptions imposed by third-party platforms, including but not limited to Meta account restrictions, Google Ads disapprovals, or algorithm changes affecting organic search rankings.
• Where third-party platform subscriptions, tool licences, or API access fees are required for service delivery, these costs will either be itemised in the Service Agreement or charged as expenses as described in Section 6.5.
• The Agency’s performance obligations are contingent upon continued access to the relevant platforms. If a platform becomes unavailable, changes its terms materially, or restricts access to the Client’s accounts, the Agency will notify the Client and the parties will agree a revised approach in good faith.
• Platform advertising performance (including reach, impressions, cost-per-click, and conversion rates) is subject to platform algorithms and auction dynamics beyond the Agency’s control. The Agency does not guarantee specific advertising performance metrics unless expressly stated in a performance-based Service Agreement.

12. Advertising Regulatory Compliance (ARCON)

The Advertising Regulatory Council of Nigeria (ARCON) exercises regulatory oversight over all advertising content directed at the Nigerian market, including digital advertisements on platforms such as Meta, Google, TikTok, and YouTube.

12.1 Agency Compliance Obligations

• The Agency will use reasonable endeavours to ensure that all advertising content it creates and publishes on behalf of the Client complies with the Nigeria Code of Advertising Practice (NCAP) and all applicable ARCON guidelines.
• Where required, the Agency will obtain Advertising Standards Panel (ASP) pre-approval certificates before publishing Nigerian-targeted advertising content. ARCON vetting fees are chargeable to the Client as a reimbursable expense.
• All video and visual advertising content will feature Nigerian talent as required under the ARCON local content regulations, unless an exemption applies.

12.2 Client Compliance Obligations

• The Client warrants that all products, services, claims, and representations in materials provided to the Agency for use in advertising content are truthful, substantiated, and comply with all applicable Nigerian laws and sector-specific regulations.
• The Client is solely responsible for obtaining any sector-specific regulatory approvals required for its business or products (such as NAFDAC, NCC, or CBN/SEC approvals) before the Agency publishes any related advertising content.
• The Client shall indemnify the Agency against any penalties, fines, sanctions, or legal costs imposed by ARCON or any other regulatory authority arising from the Client’s failure to comply with its obligations under this Section 12.2.

12.3 ARCON Compliance Timeline

ARCON’s standard ASP vetting process takes approximately 14 Working Days. Fast-track options are available at additional cost. Campaign launch timelines must account for ARCON approval periods where applicable. The Agency will not be liable for campaign launch delays attributable to ARCON review timelines.

13. Representations and Warranties

13.1 Agency Warranties

The Agency represents and warrants that: (a) it has the legal capacity, authority, and expertise to enter into and perform its obligations; (b) the Services will be performed with reasonable skill and care; (c) it will comply with all applicable Nigerian laws; and (d) Deliverables will not infringe the intellectual property rights of any third party.

13.2 Client Warranties

The Client represents and warrants that: (a) it has the legal capacity and authority to enter into obligations; (b) all information and content provided are accurate and do not infringe any third-party rights; (c) its business complies with all applicable Nigerian laws; and (d) it holds all necessary licences and permits.

13.3 Disclaimer of Other Warranties

Except as expressly set out in these Terms, the Agency makes no warranties, representations, or guarantees, express or implied. In particular: (a) specific results are not guaranteed; and (b) platforms or tools are not warranted to be uninterrupted or error-free.

14. Limitation of Liability

14.1 Exclusion of Consequential Loss

To the maximum extent permitted by applicable Nigerian law, the Agency shall not be liable to the Client for any indirect, special, incidental, punitive, or consequential loss or damage of any kind.

14.2 Cap on Liability

Subject to Section 14.3, the Agency’s total aggregate liability to the Client shall not exceed the total Fees paid by the Client to the Agency in the 3-month period immediately preceding the event giving rise to the claim.

14.3 Exclusions from Limitation

Nothing in these Terms limits or excludes either party’s liability for death or personal injury caused by negligence, fraud, or any liability that cannot be lawfully excluded.

14.4 Mitigation

The Client has a duty to take all reasonable steps to mitigate any loss or damage it suffers.

15. Indemnification

The Client agrees to indemnify, defend, and hold harmless the Agency from and against all claims, liabilities, damages, losses, penalties, fines, costs, and expenses arising out of or in connection with the Client's breach of obligations, infringement claims, or failure to obtain regulatory approvals.

16. Term and Termination

16.1 Term

These Terms remain in effect for the duration of any active Service Agreement between the parties.

16.2 Termination for Convenience

Either party may terminate a retainer-based Service Agreement for convenience by giving not less than 30 days’ written notice.

16.3 Termination for Cause

Either party may terminate a Service Agreement immediately by written notice if the other party commits a material breach, becomes insolvent, or engages in fraudulent conduct.

16.4 Termination by the Agency for Non-Payment

The Agency may terminate any Service Agreement with 7 days’ written notice if the Client fails to pay any undisputed invoice that is more than 30 days overdue.

17. Consequences of Termination

• All undisputed Fees for work performed up to the effective date of termination become immediately due and payable.
• Ownership of Deliverables transfers to the Client only upon full payment of all Fees and charges outstanding at the date of termination.
• Provisions of these Terms that by their nature should survive termination shall continue to apply after termination.

18. Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under these Terms to the extent that such failure or delay is caused by a Force Majeure Event.

19. Dispute Resolution and Governing Law

19.1 Good Faith Negotiation

In the event of any dispute, the parties shall first attempt to resolve the Dispute through good-faith negotiation.

19.2 Mediation

If the Dispute is not resolved through negotiation, either party may refer the Dispute to mediation at the Lagos State Multi-Door Courthouse (LMDC).

19.3 Litigation

If the Dispute is not resolved through mediation, either party may refer the Dispute to the courts of Lagos State, Nigeria.

19.4 Governing Law

These Terms and all Disputes arising thereunder shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria.

20. Amendments to These Terms

The Agency reserves the right to update or amend these Terms of Service from time to time. By continuing to use the Agency’s services after the effective date of any amendment, the Client accepts the updated Terms.

21. General Provisions

These Terms, together with any applicable Service Agreement, constitute the entire agreement. If any provision is held invalid, the remaining provisions continue in full force. The Agency and the Client are independent contractors.

22. Contact Information

For all enquiries, notices, or communications relating to these Terms of Service, please contact us using the details below: