Terms of Service | Touko Banix

These Terms of Service ("Terms") form a binding agreement between Touko Banix Inc., including its affiliated entities in Cameroon, Qatar and the United States ("Touko Banix", "we", "us"), and the person or organisation buying or using our services ("Client", "you"). By requesting a quote, signing a proposal, paying an invoice, or using our website or services, you accept these Terms. If you accept for a company, you confirm you have authority to bind it. A signed proposal or contract may add to these Terms; if they conflict, the signed proposal prevails for that project only.

We provide branding and PR, web development, mobile app development, UI/UX design, system design and development, SEO, digital marketing, social media management, graphic design, video editing, motion graphics, business consulting, strategy, staff augmentation and training ("Services"). The exact scope, deliverables, timeline and price are set out in a written quote, proposal or invoice ("Proposal"). Anything not written in the Proposal is outside the scope.

You must be at least 18 years old and legally able to enter a contract. We may decline or end any engagement at our discretion where allowed by law.

Quotes are valid for [14] days. Prices exclude taxes, duties, bank charges and third-party costs unless stated.

All Services are paid for in advance. We do not begin any work, reserve any schedule, or release any file until the required upfront payment has been received in cleared funds. In detail:

• (a) A deposit of [50%] of the Proposal total (or the amount stated in the Proposal) is due on acceptance and before work starts.
• (b) Larger projects are split into milestones. Each milestone must be paid before that milestone begins. The final balance is due before final files, source code, live launch, transfer of accounts or handover of assets.
• (c) Retainers, subscriptions, maintenance, hosting, social media management and SEO are billed monthly or quarterly in advance.
• (d) Training, workshops, consulting sessions and staff augmentation are paid in full or per period in advance, as stated in the Proposal.
• (e) Accepted methods: bank transfer, mobile money, card and other methods listed on the invoice. Payment is complete only when funds are cleared in our account.
• (f) You pay all bank, mobile-money, card, transfer and currency-conversion fees so that we receive the full invoiced amount.
• (g) Payment of the first invoice confirms you accept the Proposal, these Terms and the Refund Policy.

Invoices are issued in the currency stated. You are responsible for all taxes, VAT, GST, withholding taxes and duties that apply to you, except taxes on our income. If withholding tax is required by law, you must pay us the grossed-up amount so we receive the full invoice value.

If a payment is late we may, without liability: (a) pause work and delay delivery; (b) charge interest of [1.5% per month] or the maximum allowed by law, whichever is lower; (c) charge reasonable recovery and legal costs; (d) suspend or take down live websites, apps, hosting, campaigns or accounts we manage; (e) withhold files, source code, credentials and licences; and (f) end the engagement. Amounts already paid remain non-refundable as set out in the Refund Policy.

You will give us accurate information, content, access, approvals and feedback on time, and name one person who can approve work for you. Delays on your side move our timelines and may increase costs. You are responsible for the accuracy, legality and rights of everything you supply.

Dates in a Proposal are estimates that depend on prompt feedback, content and payments. We are not liable for delays caused by you, third parties, or events beyond our control.

Each Proposal includes a stated number of revision rounds ([2] if none is stated). Extra rounds, new features, changes after approval, and work outside the agreed scope are billed separately at our then-current rates, and may move the timeline. Revisions must be requested in writing within [7] days of each delivery.

Deliverables are accepted when you approve them in writing, use them publicly, or do not send written feedback within [7] days of delivery. After acceptance, further changes are new work.

(a) On receipt of full payment, we assign to you ownership of the final, agreed deliverables created specifically for you, excluding the items in (b). (b) We keep ownership of our pre-existing tools, code libraries, frameworks, templates, processes, know-how, and any work-in-progress, drafts, concepts and unused ideas. We grant you a non-exclusive, perpetual licence to use these where they are built into your deliverables. (c) Third-party materials (fonts, stock images, plugins, themes, open-source software, APIs) stay under their own licences; you must comply with them and pay for them. (d) Ownership never transfers before full payment, and any use before full payment is a licence that we may revoke. (e) Unless you tell us in writing before the project starts, we may show the work, name and logo in our portfolio, case studies, website, awards entries and marketing, without revealing confidential information.

You confirm that you own or have the right to use everything you provide, that it does not infringe anyone's rights or laws, and that you have all permissions, consents and licences needed. We are not responsible for content you supply or approve.

Each party will keep the other's non-public business information confidential and use it only for the project, except where disclosure is required by law or to our professional advisers and subcontractors who are bound to confidentiality. This does not apply to information that is public or independently known. This obligation lasts [3] years after the engagement ends.

We may use third-party tools, hosting, payment providers, plugins, cloud services and freelancers. They are governed by their own terms, and we are not responsible for their outages, changes, pricing, data loss or policy decisions (including platform bans and app-store rejections). Domains, hosting and licences bought for you must be renewed by you or under a paid maintenance plan. We are not liable for expiry or loss caused by non-renewal.

After launch we provide a [30]-day fix period for defects that do not meet the agreed scope. After that, fixes, updates, security patches, backups, hosting, compatibility changes and content changes are billed under a maintenance plan or as new work. You must keep backups of your own content. We are not responsible for hacks, malware, data loss or downtime arising from your credentials, third-party plugins, hosting, or after our support period.

Search engines, social platforms and advertising networks control their own rankings and rules and change them often. We do not guarantee any ranking, traffic, followers, leads, sales, revenue or return on investment. Advertising budgets are paid by you directly to the platform, are separate from our fees, and are non-refundable. You are responsible for the legal compliance of your products, claims and offers.

Consulting, business plans, pitch decks, negotiation support and registration guidance are provided for information and business purposes only. They are not legal, tax, accounting, investment or financial advice, and we do not guarantee funding, investor interest, contracts, government approvals, registrations or business outcomes. Decisions you make are your own. You should take advice from qualified professionals where needed. Government and registry fees are paid by you and are non-refundable.

Training is for your personal or internal use. You may not record, share, resell or redistribute course materials without our written consent. We do not guarantee employment, income or certification results. If you miss a session, we are not required to repeat it. Seats are non-transferable except as allowed in the Refund Policy.

Placed personnel remain our employees or contractors. You direct their day-to-day tasks, but we control their engagement terms. You agree not to hire, or engage directly, personnel we place with you during the engagement and for [12] months afterwards without paying our placement fee of [amount or percentage]. You are responsible for lawful, safe and reasonable instructions and access.

We will perform the Services with reasonable skill and care. Except for this promise, and to the fullest extent allowed by law, Services and deliverables are provided "as is" and "as available", and we disclaim all other warranties, express or implied, including merchantability, fitness for a particular purpose, non-infringement, uninterrupted or error-free operation, and any promise about results.

To the fullest extent allowed by law: (a) our total liability arising out of or relating to a project, whether in contract, tort (including negligence) or otherwise, is limited to the fees you paid us for that project in the [3] months before the claim arose; (b) we are not liable for indirect, incidental, special, consequential or punitive damages, or for loss of profits, revenue, data, goodwill, business opportunity or anticipated savings; and (c) claims must be brought within [12] months of the event. Nothing in these Terms limits liability that cannot be limited by law, such as for fraud or death and personal injury caused by negligence.

You will defend and compensate us, our directors, employees and contractors against any claim, loss, penalty or cost (including reasonable legal fees) arising from your content, your instructions, your breach of these Terms or the law, your products or services, or your use of our deliverables.

Each party will comply with the data-protection laws that apply to it, which may include the GDPR (EU), UK GDPR, PIPEDA (Canada), US state privacy laws and Cameroonian and Qatari data-protection laws. Where we process personal data on your behalf, we will do so only on your instructions and keep it secure, and we will sign a data processing agreement if the law requires. You are responsible for having a lawful basis, privacy notices and consents for the data you give us. Our own use of personal data is described in our Privacy Policy [to be published].

These Terms are governed by the laws of [Cameroon / Qatar (QFC) / State of Ohio, USA. Choose one], without regard to conflict-of-law rules. The parties will first try to resolve any dispute in good faith by written notice and [30] days of negotiation. If unresolved, disputes will be finally settled by [arbitration under [rules] in [city], in English / the courts of [location]]. Either party may seek urgent court relief to protect intellectual property or confidential information. To the extent allowed by law, disputes are brought individually and not as a class action. Mandatory consumer rights in your country are not affected.

Either party may end a project with [14] days' written notice. We may end or pause it immediately if you breach these Terms, do not pay, act abusively or unlawfully, or ask for unlawful, deceptive or harmful work. On termination: all unpaid fees for work done, reserved capacity and non-cancellable costs become due at once; refunds follow the Refund Policy; and clauses that by nature survive (payment, intellectual property, confidentiality, warranties, liability, indemnity, governing law) continue.

Neither party is liable for delay or failure caused by events beyond its reasonable control, including natural disasters, power or internet outages, war, terrorism, civil unrest, strikes, government action, pandemics, sanctions, banking or payment-network failures and platform outages. Payment obligations for work already done are not excused.

During the engagement and for [12] months afterwards, you will not solicit or hire our employees or contractors who worked on your project without our written consent.

You will not use our Services for anything unlawful, fraudulent, deceptive, discriminatory, defamatory, infringing or harmful. You confirm that you and your funds are not subject to applicable sanctions, and that you will comply with anti-bribery and anti-corruption laws. We may refuse or stop any work that we reasonably believe breaches this clause, without refund.

Content on toukobanix.com belongs to us or our licensors. You may view it for personal or business evaluation, but you may not copy, scrape, resell or reuse it without permission. Our website is provided as is and may contain errors or links to third-party sites we do not control.

(a) Entire agreement: these Terms, the Refund Policy and the Proposal are the whole agreement and replace earlier discussions. (b) Severability: if any part is unenforceable, the rest continues. (c) No waiver: a delay in enforcing a right is not a waiver. (d) Assignment: you may not transfer your rights without our written consent; we may assign to an affiliate or successor. (e) Independent contractors: nothing creates a partnership, employment or agency. (f) Notices: notices are valid by email to the addresses on the Proposal. (g) Electronic signature and records: email approval, WhatsApp confirmation, e-signature and payment count as acceptance. (h) Language: the English version prevails over translations. (i) Third parties: no one else has rights under these Terms.

We may update these Terms. The version in force on the date of your Proposal or first payment applies to that project. Continued use of the website after an update means you accept it.

Touko Banix · info@toukobanix.com · toukobanix@gmail.com · +237 677 228 932 · +237 674 746 654 · Buea, Cameroon · QFC Tower 1, West Bay, Doha, Qatar · Canal Winchester, Ohio, USA.