Mowa Product Studio

1. Scope of Work

Each project's deliverables, timeline, and pricing are defined in the accompanying proposal, quote, or invoice ("Project Summary"). Any work outside that scope will be treated as additional and quoted separately.

2. Order of Precedence

These terms apply to every Mowa project. Where a Project Summary and this Agreement differ on a specific point, the Project Summary prevails for that project. Where the Project Summary is silent, this Agreement applies.

3. Payment Terms

1. Unless otherwise agreed in the Project Summary, 50% of the project fee is due before work begins and 50% upon completion.
2. All invoices are payable within 7 days unless stated otherwise.
3. Late payments may incur interest of 2% per month on the outstanding amount.
4. Mowa may suspend work, without liability, while any invoice remains overdue. Any affected timeline extends by at least the length of the suspension.
5. All deliverables remain the property of Mowa until full payment is received.
6. Fees are exclusive of VAT and any applicable taxes, which the Client bears where they apply. Bank, transfer, or payment-gateway charges are borne by the Client. Where a fee is quoted in a particular currency, the Client is responsible for any conversion costs.

4. Intellectual Property

1. Upon full payment, the Client owns the final deliverables prepared specifically for the project (for example, the finished website, web app, mobile app, graphics, or product assets). Where a Project Summary provides for it, this includes the full project source code and repository.
2. Mowa retains ownership of its pre-existing and general-purpose materials, including its frameworks, libraries, design systems, internal tools, methods, and know-how ("Mowa Background IP"), whether or not they are used in a deliverable. Where Mowa Background IP is incorporated into a deliverable, Mowa grants the Client a perpetual, non-exclusive licence to use it as part of that deliverable.
3. Mowa may reuse general layouts, design structures, technical approaches, and non-confidential, general-purpose code components in future projects.

5. Portfolio & Attribution Rights

1. Mowa may showcase completed work (excluding confidential client content) in its portfolio, case studies, website, or marketing materials.
2. Unless agreed otherwise, Mowa may include a small "Built by Mowa", "Built by Mowa Product Studio", "Product development by Mowa", or equivalent attribution in an appropriate location within the delivered product (for example, the website footer, app settings, or a colophon).
3. If the Client requests removal of this attribution, a separate fee may apply to compensate for the loss of marketing value.
4. Unless agreed otherwise, Mowa may be credited as a contributor on the product's team, about, or credits page (or equivalent), in the same way other collaborators are credited.
5. Mowa may publish written notes or case studies about a project. These focus on the work and the design and engineering decisions behind it, and do not disclose confidential information, the Client's private data, or commercial terms. If a note names the Client or their organisation, Mowa will share it with them before publishing, and will anonymise or omit it on request.

6. Revisions & Additional Work

Quotes include one round of consolidated revisions unless specified otherwise. Substantial changes in scope or new functionality will be estimated and invoiced separately at Mowa's standard hourly or project rates.

7. Client Responsibilities & Delays

1. Timelines and delivery dates assume the Client provides the materials, content, data, approvals, and access set out in the Project Summary on schedule.
2. Delays caused by late or incomplete inputs, or by slow feedback or approvals, may move delivery dates and any dependent payment dates, and are not Mowa's responsibility.
3. Where the Client supplies data or content, the Client is responsible for its accuracy, cleaning, and the right to use it. Mowa is not responsible for verifying or correcting it.

8. Third-Party Services

1. Projects may rely on third-party services, for example hosting, databases, authentication, payment gateways, and mapping providers. These are governed by their own terms and pricing.
2. Mowa is not responsible for the availability, performance, pricing, changes, or discontinuation of any third-party service. Fees charged by those services are the Client's responsibility from handover, or as set out in the Project Summary.

9. Data Protection

1. Where a project involves personal data, the Client is the data controller and Mowa acts as a data processor, handling that data only to build and deliver the project and on the Client's instructions.
2. The Client is responsible for the lawful basis for collecting and using the data, for any required registrations or notices, and for compliance with applicable data-protection law, including the Nigeria Data Protection Act where it applies.
3. Each party will take reasonable measures to keep personal data secure. On completion or termination, Mowa will return or delete project data in its possession at the Client's request, subject to any legal retention requirements.

10. Confidentiality

Both parties agree to keep non-public information shared during the project confidential. Confidentiality does not apply to information that is already public, independently developed, or required to be disclosed by law.

11. Maintenance & Support

Unless stated otherwise in the Project Summary, ongoing maintenance or updates are not included after final delivery. Mowa offers ad-hoc maintenance and support at hourly or retainer rates.

12. Acceptance of Deliverables

On delivery of the project or an agreed milestone, the Client has 7 days to review and request revisions within the agreed scope. If Mowa receives no notice within that period, the deliverable is treated as accepted. This does not affect any post-launch support window set out in the Project Summary.

13. Limitation of Liability

Mowa's total liability under this Agreement shall not exceed the total fees paid for the project. Mowa is not liable for indirect, consequential, or financial losses, including loss of profit, data, or business opportunities, resulting from use of the deliverables.

14. Force Majeure

Neither party is responsible for delays or failures caused by events beyond its reasonable control, including outages of third-party services, loss of connectivity, illness, or other events that could not reasonably be foreseen or avoided. Affected deadlines are extended by a reasonable period.

15. Termination

Either party may terminate a project in writing. All work completed up to the termination date will be invoiced, and any deposits already paid are non-refundable once work has commenced.

16. Governing Law

17. Non-Solicitation

During a project and for twelve months after, the Client will not directly engage or hire any Mowa personnel or contractors introduced through the project, except with Mowa's written agreement.

18. Acceptance

By confirming the project in writing, paying a deposit, or otherwise instructing Mowa to begin work, the Client acknowledges and agrees to this Agreement and the accompanying Project Summary.