Terms of Service

These Terms of Service (“Terms”) constitute a legally binding agreement between Thoarax Digital (“we,” “us,” “our,” or “the Company”) and you (“you,” “the Client,” or “the User”), governing your access to and use of our website at thoarax.com and your engagement with any services we provide.

Thoarax Digital is a web development and digital marketing agency operating in the Federal Republic of Nigeria, with offices at No. 3, 3rd Avenue, 26 Road, Gwarimpa Estate, Abuja, FCT, Nigeria.

By browsing our website, submitting an enquiry, signing a proposal, making a payment, or using our client portal, you confirm that you have read, understood, and agree to be bound by these Terms. If you do not agree, please do not use our website or engage our services.

Throughout these Terms, the following words have the following meanings:

Thoarax Digital provides the following categories of services:

The specific scope of any engagement is defined in a written Proposal issued before work begins. We reserve the right to decline any project or engagement at our sole discretion without providing a reason.

4.1 How a Project Begins

An engagement with Thoarax Digital begins when all of the following have occurred:

No work will commence until all three conditions are met. Verbal agreements, phone conversations, or informal discussions do not constitute a binding engagement.

4.2 Discovery Call

We offer a free 30-minute discovery call before issuing any Proposal. This call is non-binding and does not constitute an engagement. The free audit service we offer is also non-binding and does not commit either party to a commercial relationship.

4.3 Changes to Scope Before Start

If you wish to modify the scope of a Project after accepting a Proposal but before work has begun, notify us in writing. We will issue a revised Proposal if changes are material. Changes that increase the scope of work will require a revised deposit before the updated scope is confirmed.

5.1 Standard Payment Structure

Unless otherwise specified in a Proposal, our standard payment terms are:

5.2 Payment Methods

We accept payment via Nigerian bank transfer, Paystack, and Flutterwave. International clients may pay in USD or GBP via bank transfer or Flutterwave. All prices quoted in Nigerian Naira (₦) unless otherwise stated. International prices are quoted in USD or GBP at the rate in effect at the time of invoicing.

5.3 Late Payment

Invoices are due within 5 Working Days of issue unless otherwise agreed. If a balance payment is not received within 7 days of the due date:

5.4 Taxes

All prices are quoted exclusive of Value Added Tax (VAT) or any other applicable taxes. Where required by Nigerian law, VAT will be added to invoices. International clients are responsible for any taxes applicable in their own jurisdiction.

6.1 Timelines

Estimated timelines are stated in the Proposal. All timelines are conditional on the Client providing required materials, feedback, and approvals within the agreed timeframes. Thoarax Digital is not responsible for delays caused by the Client’s failure to respond, provide content, or approve deliverables within agreed timescales.

Timelines are also subject to Nigerian national public holidays and may be extended in cases of emergency, illness, or force majeure, with notice given to the Client as early as possible.

6.2 Review and Approval Process

For website builds and design projects, our standard process includes:

6.3 Launch and Handover

For website projects, the final balance payment must be received in full before the site is launched to the public or access credentials are transferred to the Client. A handover session will be conducted — either via Zoom walkthrough or recorded video — to familiarise the Client with their website.

6.4 Post-Launch Support

All website projects include a post-launch support period as specified in the Proposal (typically 30 days). During this period, we will fix any bugs or issues directly caused by our build at no extra charge. This does not cover new feature requests, third-party plugin updates, or issues caused by Client actions on the site.

A successful project requires active participation from the Client. By engaging our services, you agree to:

8.1 Ownership of Deliverables

Upon receipt of full and final payment for a Project, Thoarax Digital assigns to the Client all intellectual property rights in the custom work we create specifically for that Project — including the website design, written content (where we authored it), and custom code written exclusively for the Client.

8.2 Third-Party Components

Many of our projects incorporate third-party tools, themes, plugins, and frameworks — including but not limited to WordPress, Blocksy, Elementor Pro, the Fluent Suite, and other licensed software. These remain subject to their own individual licences and are not transferred to the Client as intellectual property. The Client receives the right to use these tools as configured, subject to maintaining appropriate licences.

8.3 Thoarax Digital Portfolio Rights

We reserve the right to display work we have created for you in our portfolio, website, social media, case studies, and marketing materials, unless you request otherwise in writing before project commencement. We will never disclose commercially sensitive information without your consent.

8.4 Client Materials

You retain full ownership of all materials you provide to us — logos, images, copy, brand assets, and data. By providing these materials, you grant Thoarax Digital a non-exclusive licence to use them solely for the purpose of delivering your Project.

8.5 Rights Before Full Payment

Until full and final payment is received, all intellectual property rights in work produced remain with Thoarax Digital. The Client may not use, publish, or deploy any deliverable before full payment is cleared.

8.6 Open Source Software

Where we use open-source software in your project, the terms of the applicable open-source licence will apply. We will inform you of any open-source components used in your project upon request.

Both parties agree to treat as confidential any sensitive business information shared in the course of the engagement. This includes — but is not limited to — business strategies, financial information, customer data, pricing structures, and internal processes disclosed by either party.

Thoarax Digital will not disclose your confidential information to any third party except as required to deliver your services (e.g. sharing access with a developer working on your project under our supervision), or as required by law.

This confidentiality obligation survives the termination of our engagement for a period of three (3) years.

This clause does not apply to information that is already publicly available, was known to us before you disclosed it, or is required to be disclosed by Nigerian law or a court order.

10.1 Monthly Billing

Retainer services are billed monthly in advance. The first month’s fee is due before the service begins. Subsequent months are invoiced on the same date each month. Failure to pay within 5 Working Days of invoice issuance may result in suspension of the service for that month.

10.2 Service Scope

The deliverables for each retainer are as specified in the Proposal and on the relevant service page on our website. Additional requests beyond the agreed scope will be quoted and billed separately. Unused service credits do not roll over to the following month.

10.3 Monthly Reporting

We will provide a monthly performance report within 5 Working Days of the end of each calendar month. The report covers the deliverables completed and key performance metrics for that month.

10.4 Social Media — Additional Terms

10.5 Account Access

For social media and marketing retainers, the Client must provide login access to all relevant platforms. Thoarax Digital will use these accounts solely to deliver the agreed services. We will not make any changes outside the agreed scope without Client approval. We recommend enabling two-factor authentication on all accounts and not sharing admin passwords unnecessarily.

11.1 Hosting Procurement

Where we procure hosting on the Client’s behalf via WhoGoHost (Go54), the hosting account is registered in the Client’s name. The Client pays the annual hosting fee through Thoarax Digital, and we earn a management commission for facilitating and managing the account. The hosting terms and service levels are governed by WhoGoHost’s own terms of service.

11.2 Hosting Renewals

We will notify the Client at least 30 days before the hosting renewal date. Failure to renew the hosting fee on time may result in website suspension by WhoGoHost. Thoarax Digital is not liable for any downtime, data loss, or business impact caused by the Client’s failure to renew hosting in a timely manner.

11.3 Website Care Plans

Monthly website care plans are separate from hosting and cover ongoing WordPress maintenance, security monitoring, plugin updates, backups, and content updates as specified in the care plan tier. Care plans do not cover:

11.4 Uptime and Availability

While we take every reasonable measure to keep Client websites online and performing well, we do not guarantee 100% uptime. Website availability is subject to the terms of the hosting provider (WhoGoHost/Go54). We are not liable for losses arising from hosting downtime or technical failures outside our direct control.

The number of revision rounds included in a Project is specified in the Proposal (typically two rounds of revisions). A revision round is defined as one consolidated set of feedback submitted at the same time. Multiple separate feedback submissions count as multiple revision rounds.

Revisions are limited to adjustments within the originally agreed scope. Requests that represent a significant change to the scope — such as adding new sections, changing the design concept entirely, or adding new functionality — are not revisions but scope changes and will be quoted and billed separately.

Any additional revision rounds beyond the agreed number will be charged at our current hourly rate of ₦15,000 per hour, or as otherwise quoted.

Scope changes during a project must be agreed in writing by both parties before additional work begins. Verbal scope change requests will not be actioned.

13.1 Cancellation by the Client — Project Work

If you wish to cancel a Project after work has commenced, you must notify us in writing. The following charges apply:

All completed deliverables up to the point of cancellation remain the property of Thoarax Digital until all outstanding fees are settled.

13.2 Cancellation by the Client — Retainer Services

Retainer services may be cancelled with a minimum of 30 days’ written notice before the next billing date. No refund is provided for the current month’s fee already paid. The service will continue through the end of the paid period and then cease.

13.3 Termination by Thoarax Digital

We reserve the right to terminate any engagement immediately and without liability to you if:

In the event of termination by us for Client breach, all fees for work completed up to the termination date remain payable.

13.4 Project Pause

If a project is paused at the Client’s request for more than 30 days, we reserve the right to charge a project re-activation fee of up to 10% of the remaining project value to cover the cost of re-familiarisation and re-scheduling.

We are committed to delivering high-quality work. Our refund policy is as follows:

14.1 Deposits

Deposits are non-refundable once work has commenced. The deposit covers the cost of project scoping, planning, research, and the opportunity cost of reserving time in our schedule for your project.

14.2 Completed Work

No refund is available for work that has been completed, delivered, and approved by the Client — whether in writing or by implication (i.e. the Client has used the delivered work).

14.3 Retainer Services

Monthly retainer fees are non-refundable once a month has commenced. If we have materially failed to deliver the agreed services for a month through no fault of the Client, we will credit the equivalent value toward the following month’s service.

14.4 Legitimate Disputes

If you believe work has not been delivered to the standard agreed in the Proposal, you must raise a written complaint within 10 Working Days of delivery. We will review the complaint, compare the work against the agreed specification, and propose a remedy — which may include additional revision, partial credit, or another appropriate resolution. Refunds are considered only where we have materially and demonstrably failed to deliver what was agreed, and only after a genuine good-faith attempt at resolution.

15.1 Our Warranties

We warrant that:

15.2 Disclaimers

We make no warranties or representations, expressed or implied, regarding:

To the fullest extent permitted by Nigerian law, Thoarax Digital’s total liability to you for any claim arising out of or in connection with our services — whether in contract, tort, or otherwise — shall not exceed the total amount paid by you to us in the three months immediately preceding the event giving rise to the claim.

In no event shall Thoarax Digital be liable for:

Nothing in these Terms shall limit our liability for death or personal injury caused by our negligence, fraud, or any other liability that cannot be excluded by Nigerian law.

You agree to indemnify, defend, and hold harmless Thoarax Digital, its directors, employees, and contractors from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising from:

18.1 Good Faith Resolution

In the event of any dispute arising from or in connection with these Terms or any project engagement, both parties agree to first attempt to resolve the matter in good faith through direct communication. Most disputes can be resolved quickly through honest conversation.

To raise a dispute, contact us in writing at info@thoarax.com with full details of your complaint. We will acknowledge receipt within 2 Working Days and respond substantively within 10 Working Days.

18.2 Mediation

If a dispute cannot be resolved through direct communication within 30 days, either party may propose mediation through a mutually agreed neutral third party in Nigeria. The costs of mediation shall be shared equally between the parties unless otherwise agreed.

18.3 Litigation

If mediation fails or is declined, either party may pursue the matter through the competent courts of the Federal Republic of Nigeria. Both parties consent to the exclusive jurisdiction of the courts of the FCT, Abuja, Nigeria.

These Terms shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria, including but not limited to:

For international Clients, these Terms are still governed by Nigerian law. If any provision of these Terms is held invalid or unenforceable under the law of any other jurisdiction, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force.

We may update these Terms of Service from time to time to reflect changes in our services, pricing, legal requirements, or business practices. When we make material changes, we will:

Changes to these Terms do not affect any project agreement already in place at the time of the change. The Terms in force at the time a Proposal is accepted govern that specific project.

Your continued use of our website or services after the effective date of updated Terms constitutes your acceptance of the revised Terms.

If you have any questions about these Terms of Service, or wish to raise a formal dispute, please contact us through the details below.