Terms & Conditions

Part 1 General terms

1. About these Terms and who we are

1.1 “Brand Mode”, “we”, “us” and “our” mean Brand Mode Agency, trading as Brand Mode, the digital growth agency and training business founded by Cyprian Sunday. This includes the business, company or other legal entity through which Brand Mode operates from time to time, and its successors and assigns.

1.2 These Terms apply to your use of brandmodeagency.com and our other websites, and to everything we offer. This includes online courses and digital products, the student portal and community, coaching and mentorship, events and workshops, website design and development, hosting and Care Plans, social media management, ads management, brand identity, strategy and consulting, training programmes, and the WebsiteScout referral programme. We call all of these our “Services”.

1.3 “You” means the person who visits our website, creates an account, buys from us or uses a Service. If you act for a business, “you” includes that business (see 1.7).

1.4 Other websites or academies run by Cyprian Sunday, such as FBA (Freelancer Biz Academy), may publish their own terms. Where they do, those terms apply to them.

1.5 These Terms, our Privacy Policy, the product, sales or checkout page you bought from, and any quote, proposal, invoice or written scope we accept (together, the “Agreement”) make up the agreement between you and us. If they conflict: (a) a written quote or proposal that we have both accepted prevails over these Terms for that project, but only on the points it expressly covers; (b) a money-back guarantee stated on a product page prevails over the general rule in section 9 for that product, on the guarantee’s own terms; and (c) in every other case, these Terms prevail.

1.6 You accept these Terms when you do any of the following: use our website, create an account, tick an agreement box, make a payment (including a deposit or first instalment), accept a quote or proposal in writing (WhatsApp or email is enough), or use a Service. If you do not agree, please do not use the Services. Electronic acceptance is binding, and our records (timestamps, payment references, emails and chat messages) are valid evidence of your acceptance, to the extent the law allows.

1.7 If you contract on behalf of a business, you confirm that you have authority to bind it, and the business is bound by the Agreement. If the business is not a separate legal entity (for example, a sole trader), you and the business are one and the same for these Terms.

1.8 In these Terms, “including” means “including without limitation”, headings are for convenience only, “₦” and “Naira” mean the currency of Nigeria, “written” includes email and messages sent through WhatsApp or another channel we have agreed to use, and “business day” means Monday to Friday, excluding public holidays in Nigeria.

2. Eligibility, accounts and security

2.1 You must be at least 18 years old and have the legal capacity to enter into a binding contract. If you are under 18, a parent or legal guardian must make the purchase, accept these Terms and take responsibility for your use of the Services.

2.2 Give us accurate and current information, and keep it up to date. We may ask you to verify your identity or a payment where reasonably necessary to prevent fraud.

2.3 Keep your login details private. You are responsible for everything done through your account unless it results from our own failure to keep it secure. Tell us immediately at the email address in section 36 if you suspect misuse. We are not responsible for losses caused by your failure to protect your credentials, to the extent the law allows.

2.4 Accounts are personal. One account is for one person.

2.5 We may decline to sell to, onboard or continue working with any person for lawful reasons. These include a conflict of interest, a request that is unlawful or unethical, a risk of non-payment, or abusive behaviour. If we decline before work or access has started, we will refund what you paid for the part not started.

3. Education and information only

3.1 Our courses, coaching, content, templates, posts, videos, webinars and other materials are for education and information. They are not legal, financial, tax, investment, accounting, medical or other regulated professional advice, and nothing we say is an offer or recommendation to buy or sell any investment or asset.

3.2 Laws, platform rules, tools and prices change. We try to keep information accurate when we publish it, but we do not promise that it stays current. Check the latest rules, and take qualified professional advice where a decision matters.

3.3 Examples, case studies, screenshots, income figures, student results and testimonials are illustrations. They are not typical, and they are not promises that you will get the same or similar results.

4. No guarantee of results

4.1 We do not guarantee any particular outcome. This includes income, a number of clients, employment, business success, sales, profit, investment returns, career progress, freelance opportunities, followers, reach, website traffic, search engine rankings, leads, conversions, return on ad spend, or the approval or performance of any ad, page or social media account.

4.2 Statements about speed or potential, such as “build a website in minutes”, “attract your first client in 14 days” or “live in 1 week”, describe what is achievable when instructions are followed and everything needed is provided on time. They are not promises of what you will achieve or when.

4.3 Results depend on things we do not control, including your effort and skills, how you apply what you learn, your market, competition, pricing, economic conditions, platform algorithms and policies, and your own decisions.

4.4 You are responsible for your decisions and for the consequences of acting on what you learn from, or are advised by, us. You accept the ordinary risks of running a business, freelancing, advertising and using online tools.

4.5 Any amounts shown on our Earn With Us page or in the WebsiteScout programme (section 24) are commission scales or targets. They are not guaranteed income.

5. Prices, payments and instalments

5.1 Prices are in Naira unless we state another currency. The price you pay is the price shown at checkout or in your accepted quote. Prices and offers can change at any time, and discounts, bonuses and “regular price” comparisons may be limited by time or quantity. A change does not affect an order we have already confirmed.

5.2 If a price is clearly wrong (for example, a typing error), we may cancel the order and refund what you paid, even after payment.

5.3 We accept the payment methods shown at checkout or on your invoice, such as card payments, bank transfer and other options processed by third-party providers like Paystack. You authorise us and our provider to charge the method you choose. We do not store your full card number or security code. Providers apply their own terms, fees, limits and security checks.

5.4 Unless we say otherwise, the quoted price is the amount payable. If the law requires us to charge VAT or another tax that is not already included, we will show it before you pay. Taxes on your own income or earnings are your responsibility.

5.5 You pay any bank, transfer and currency conversion charges on your side, so that we receive the full amount due. For international payments, the amount in Naira (or the currency invoiced) is the amount that counts.

5.6Instalments. Where we offer a payment plan, you commit to pay the full price in the agreed instalments and on the agreed dates (for example, a first payment now and the balance within the period shown at checkout). We may limit or pause access or work until each instalment is paid. A late or missed instalment does not cancel your obligation to pay the balance, and we may restrict access, stop work and recover the balance until it is cleared. Paying in instalments does not change the refund rules in section 9, which apply to the amounts you have paid.

5.7 If you dispute part of an invoice, tell us in writing within 7 days and pay the undisputed part on time.

5.8 We may carry out reasonable checks on payments to prevent fraud, and may hold, cancel or reverse an order that we reasonably suspect to be fraudulent or unauthorised.

6. Refunds and cancellations at a glance

This table is a guide only. The sections it points to set out the full rules.

Where the law gives you a right to a refund or other remedy that cannot be excluded, we will honour it.

Part 2 Courses, community, events and coaching

7. Course access and licence

7.1 When you buy a course or digital product, we grant you a personal, non-exclusive, non-transferable and revocable licence to access and use it for your own learning for the access period shown when you bought it. You are buying access, not ownership.

7.2 “Lifetime access” means access for as long as the course (or its updated or replacement version) remains available on our platform. It does not mean your lifetime. If we decide to retire a course, we will give at least 60 days’ notice and, where reasonably practicable, a way to keep the content or an equivalent replacement.

7.3 Your purchase is for one person only. Do not share your login, let others use your account, or use the course to train a team, class or other people, unless we have agreed a team or group licence in writing. We may use technical measures, such as device and login monitoring, to detect sharing.

7.4 We may update, reorganise, improve, replace or remove lessons, modules, tools, instructors or formats to keep a course accurate and useful. If a change materially reduces what you bought, we will offer a fair solution, which can include equivalent content, an extension or a credit.

7.5 Bonuses and extras listed with a course are part of the offer, but they may be delivered separately (for example by email, in the community or in a later module), may be updated, and may be replaced with material of similar value. We do not sell bonuses separately unless we say so.

7.6 Some lessons use or link to third-party content, such as YouTube videos or other creators’ work. It belongs to its owners, stays subject to their terms, and may be changed or removed by them. We are not responsible for its availability or accuracy.

7.7 Courses may require third-party tools, apps, AI services, subscriptions, domains or hosting. Their costs are not included in the course price. Providers can change features, limits, pricing or availability without notice, and lessons may then need adjusting. AI tools can produce errors or unsuitable output, so review everything before you rely on it or publish it.

7.8 You need a suitable device, a stable internet connection and a modern browser. We are not responsible for problems caused by your equipment, network or settings.

7.9Support. Help is given through the student portal, the community or the channels shown on your course page, during normal working hours. Unless we promise a response time in writing, there is no guaranteed response time. Support covers how to use the course. It is not free custom consulting, build work, or review of your client projects beyond what the course page says.

8. Intellectual property and prohibited use

8.1 All content and materials in our Services belong to Brand Mode or its licensors. This includes videos, audio, lessons, PDFs, e-books, slides, graphics, templates, worksheets, prompts, frameworks, systems, methods, course structures, text, images, software, names, logos, branding, recordings, and community content created by us. They are protected by the Copyright Act 2022 of Nigeria and other applicable intellectual property laws.

8.2 Buying a course does not transfer any of that to you. You remain free to use the general skills, knowledge and ideas you learn.

8.3 Templates, prompts and other resources we provide with a course may be used to create websites and projects for yourself and your own clients. Unless the product page says otherwise, you may not resell, share, publish or redistribute those templates, prompts or resources themselves, whether on their own or inside a pack, product, course or marketplace listing.

8.4 You agree not to:

• copy, reproduce, record, screenshot or download our materials in whole or in substantial part, except through a download button or resource we provide for you;
• upload or share our materials on Telegram, WhatsApp, Facebook, Google Drive, YouTube, Dropbox, or any other site, group or file-sharing service;
• sell, resell, rent, lend or give access to our materials or to your account;
• record live classes, coaching or community sessions without our written permission;
• use our materials to create or promote a similar or competing course, training or product;
• remove or hide copyright, ownership or branding notices, or claim our work as your own;
• get around technical protections such as access controls, watermarks or tracking; or
• use our materials to train other people commercially without our written permission.

8.5 If you breach this section, we may immediately suspend or end your access without refund, remove infringing content, report you to platforms, hosts and the authorities, and take legal action. Misuse can cause harm that money alone cannot repair, so you agree that we may seek an injunction or similar urgent order in addition to damages and any profit you made from the misuse, and recover our reasonable legal costs.

8.6 If you send us feedback, ideas or suggestions, you allow us to use them without payment or credit.

8.7 We may record live classes, webinars, coaching and community sessions for training, quality, administrative and promotional purposes. Where required, we will tell you beforehand. If you join after being told, you consent to appearing in the recording. If you do not want that, keep your camera and microphone off or leave the session. We may edit, update or replace recordings.

9. Refunds and the money-back guarantee for courses and digital products

9.1Digital delivery. Courses and digital products are delivered electronically and are usually available as soon as payment is confirmed. By buying, you ask us to give you immediate access. Once you have access, you cannot get a refund just because you changed your mind, no longer have time, found the course difficult, or did not get the results you expected, except as set out in 9.3 and 9.4.

9.2 The digital content cannot be returned once you have seen it. That is why the rules below are built around a fair guarantee window and a short list of situations in which we will put things right.

9.3Money-back guarantee. Where a product page offers a money-back guarantee, you can claim it on these terms, together with any further terms on that page for that product:

• email us at the address in section 36 within the guarantee period stated on the page. We count the period from the date your purchase is confirmed. If the page states no period, it is 7 days;
• tell us briefly why the course did not work for you, and show reasonable evidence of a genuine attempt: that you went through the lessons, used the resources provided and applied what was taught (for example, screenshots, work in progress, or a short summary of what you did and where you got stuck);
• the guarantee applies once per person and per product; and
• it covers the amount you have actually paid for that product, including instalments paid so far.

If you meet these conditions, we will refund you in full. We review claims within 5 business days of receiving everything we need, and we pay approved refunds within 10 business days of approval. Your access ends when the refund is paid.

9.4Other remedies. Separately from the guarantee, we will consider a suitable remedy where:

• you were charged more than once for the same purchase because of a verified payment error;
• you paid but did not receive the product because of a Brand Mode error;
• a material technical problem stops you from accessing what you bought and we cannot reasonably fix it;
• the product is materially different from its description at the time you bought it;
• we cancel the product and do not offer a reasonable alternative; or
• the law requires a refund or other remedy.

Depending on the situation, the remedy may be restored access, technical help, replacement access, an extension, a credit, a partial refund or a full refund.

9.5What is not a reason for a refund. Outside the guarantee, and subject to the law, we generally do not give refunds because:

• you changed your mind or no longer have time;
• you did not watch the lessons, attend a live session, download the resources or complete the assignments;
• you watched the lessons but did not apply them;
• you expected faster or bigger results;
• you found the course difficult or found another course you prefer;
• you bought without reading the description, or forgot that you bought it;
• you bought for another person without their agreement; or
• your personal, professional or financial circumstances changed.

9.6 We may refuse a refund where we have reasonable evidence that you copied, downloaded in bulk, shared or distributed course materials, shared your login, or are making the claim in bad faith.

9.7How to ask. Email us your full name, the email address used for the purchase, the product, the date of purchase, the payment reference, your reason, and any evidence you want us to consider. To assess a request, we may review account activity, access, download and attendance records.

9.8 Approved refunds go to the original payment method where possible, and otherwise by bank transfer, in the currency you paid. We are not responsible for delays by your bank or for exchange-rate differences.

9.9 Nothing in this section limits rights that cannot lawfully be excluded, including rights under the Federal Competition and Consumer Protection Act 2018. If we change our refund terms, the terms in force when you bought still apply to that purchase.

10. Chargebacks and payment disputes

10.1 If you believe a payment is wrong or unauthorised, contact us first so that we can fix it quickly. Most problems are resolved within days.

10.2 Nothing stops you from using your lawful rights with your bank or card provider. But if you start a chargeback or payment dispute for a purchase that was authorised and delivered, for a Service you used, or without contacting us first, we may contest it with evidence (such as access logs, delivery records and messages), suspend or end your access, recover the disputed amount together with our chargeback fees and reasonable costs, and take legal action.

10.3 If we refund you, you agree not to also pursue a chargeback for the same payment. If you do, you must repay anything you receive twice.

11. Community rules and member content

11.1 Where we run a community, forum, student portal, chat or WhatsApp group (a “Community”), you must behave respectfully and lawfully.

11.2 In a Community, you must not:

• harass, threaten, abuse or discriminate against anyone;
• spam, advertise, promote your own services or affiliate links, or message members to sell to them, unless we have given permission;
• share another person’s private information or private messages without their consent;
• post pirated, infringing, defamatory, obscene, fraudulent or unlawful content, or promote scams or get-rich-quick or investment schemes;
• impersonate anyone, share your login, or use bots or scraping tools to collect member data; or
• disrupt the Community or encourage others to do so.

11.3 You keep ownership of what you post. You give us a non-exclusive, royalty-free, worldwide licence to host, store, display and share it as part of the Community and the Services.

11.4 You are responsible for what you post. Views and advice posted by members are their own. We do not verify them and are not liable for them, or for dealings between members. Do not treat a member’s post as professional advice, and be careful about sharing personal, financial or confidential information.

11.5 We may moderate, edit or remove content, and mute, restrict, suspend or remove members, with or without notice, to protect the Community or enforce these Terms. Removal for serious or repeated breaches does not entitle you to a refund.

11.6Testimonials. If you voluntarily send us a testimonial, review, comment, success story, photo or video, you allow us to use it, including your name and the photo you supplied, in our marketing, subject to the law. Where required, we will ask for your consent before publicly identifying you. You can ask us in writing to stop using your testimonial in future, although we are not obliged to recall material already published. Testimonials must be truthful and based on your own experience. Do not send anything confidential.

12. Events, webinars and workshops

12.1 A registration or ticket is personal to you and cannot be transferred unless we agree. We may reschedule or cancel a free event.

12.2 For paid events, there is no refund if you cannot attend or change your mind. If you tell us at least 72 hours before the start, we may (but need not) transfer you to a later event or give you a credit. If we cancel a paid event or materially change its date, you may choose a transfer, a credit or a refund of the ticket price. We are not responsible for your travel, accommodation or other costs.

12.3 By attending, you consent to being photographed or recorded and to our use of that material in our marketing. Tell us before the event if you object.

12.4 We may remove anyone who breaks the rules in section 11 or disrupts an event, without a refund.

12.5 If you attend a physical event, you do so at your own risk and must follow the venue’s rules. To the extent the law allows, we are not liable for loss, theft or damage to your belongings, or for injury, unless caused by our negligence.

12.6 Speakers’ views are their own. We do not vouch for attendees or endorse any business you meet at an event.

13. Coaching, mentorship and consulting sessions

13.1 Coaching, mentorship, group coaching and consulting are collaborative educational services. They do not promise results (section 4). How much you gain depends on your preparation, participation and follow-through.

13.2 Sessions are booked through the booking system or channel we agree. Please attend on time and prepared. To reschedule, give at least 24 hours’ notice. A later change or a missed session counts as used unless we agree otherwise. Sessions cannot be transferred to someone else. Packages must be used within the validity period stated when you bought, and unused sessions then expire without refund.

13.3 If we need to reschedule a session, we will offer you another time.

13.4 Support between sessions is limited to what your package says, and we may set reasonable boundaries on messaging. Coaching is not therapy, counselling or emergency support.

13.5Refunds. If a coaching package has not started, we may consider a refund, less any time already reserved and costs already committed. Once coaching has started, refunds are not automatic. We assess them based on what has been delivered, the time we have reserved, and the law.

13.6Confidentiality. We treat private information you share in coaching as confidential. This does not apply where disclosure is required by law, is needed to prevent serious harm or to protect our legal rights, is of information already public, is authorised by you, or is made to advisers and contractors who are bound by confidentiality. Do not disclose other participants’ confidential information.

Part 3 Client services: websites, marketing and branding

14. How our services work

14.1 If you hire us for website design and development, hosting and Care Plans, social media management, ads management, brand identity, strategy and consulting, real estate growth systems, training, or other custom work, you are a “Client”.

14.2 Before work starts, we give you a quote, proposal, invoice or written summary that sets out what we will deliver (the “Scope”), the price, the key dates and the package or plan. Package pages such as our Pricing page describe typical packages. Your accepted Scope is what counts. Quotes are valid for 14 days unless they say otherwise.

14.3 Work begins when you have accepted the Scope in writing (WhatsApp or email is enough), we have received the deposit or first payment, and you have given us the content and access we need to start.

14.4 Anything outside the Scope is a change request. This includes extra pages, features, languages, integrations, platforms, revisions beyond those included, or a change of direction. We will tell you the extra cost and timing, and we begin only after you approve it in writing.

14.5 We perform the Services with reasonable skill and care. We choose the tools and methods, which may include freelancers, subcontractors, software and AI tools (section 21). We remain responsible to you for their work in line with these Terms.

14.6 We are an independent contractor. Nothing makes us your employee, agent or partner. We may work for other clients, including in your industry, while keeping your confidential information confidential.

14.7Timelines. Delivery times such as “live in 1 week” are estimates. They run from the day we have received the deposit and everything we need from you. They extend for delays on your side, for change requests, and for the events in section 31. Time is not of the essence.

14.8 We communicate by WhatsApp, email and calls on business days. Each side names one contact person who can give instructions and approvals, and we may rely on that person’s instructions.

15. Your responsibilities as a client

15.1 Give us on time everything we ask for, such as text, images, logos, product details, brand guidelines, access, feedback and approvals. If you take longer than 5 business days to respond, timelines move by the same amount.

15.2 You promise that you own or have the right to use everything you give us (including text, photos, logos, fonts, music, videos, product information and data), that it is lawful and accurate, and that it does not infringe anyone’s rights or mislead anyone. You are responsible for it, and for the claims you make about your business, such as prices, results, testimonials, property details and availability.

15.3 You are responsible for complying with the laws and rules that apply to your business, website and advertising. These include consumer protection, advertising standards, data protection, industry licensing (for example in real estate, finance, health or education) and platform rules. We are not your legal adviser. Any templates or notices we provide, such as privacy, cookie or terms pages, are general starting points. Have them reviewed for your business.

15.4Accounts and access. Give us the access we need to your website, hosting, domain, social media, advertising and analytics accounts, using safe methods such as partner or role-based access wherever possible. Your accounts remain yours. Keep admin control and your own record of your logins. We are not responsible for losses or restrictions on your accounts that are not our fault.

15.5 Respond to reasonable requests, and tell us promptly about changes to your business, products or legal requirements that affect the project.

15.6 Do not ask us to do anything unlawful, deceptive, discriminatory or against platform rules, such as false claims, fake reviews or misleading before-and-after content. We may refuse or stop that work, and fees for work already done remain payable.

16. Fees, deposits, retainers and late payment

16.1 Fees are those stated in your Scope.

16.2Websites and one-off projects. Unless your Scope says otherwise, we take a 70% deposit to start and the 30% balance before launch. We do not launch, hand over admin access or release final files until all fees due have been paid.

16.3 Deposits secure your place and our time. They are non-refundable once work has started, except where we cancel without delivering or section 22 says otherwise.

16.4Monthly services (social media management, ads management, Care Plans and other retainers) are billed monthly in advance, are due on or before the first day of each billing month, and renew automatically until cancelled under section 22. Fees for a month that has started are non-refundable. We may change monthly fees by giving 30 days’ written notice.

16.5Ad spend. Ad spend and platform costs are separate from our fees. You pay the advertising platform directly, or fund us in advance where we pay on your behalf. Ad spend already used is not refundable by us, and we are not responsible for platform charges, taxes, exchange-rate changes or declined payments.

16.6Other costs. Unless your Scope says otherwise, these are not included in our fees: domains, hosting (unless in a Care Plan), premium plugins, themes and software licences, stock images, fonts and video, paid integrations, SMS and email sending fees, payment gateway fees, printing, third-party tools and travel. Where we pay for these on your behalf, you reimburse us at cost.

16.7 Invoices are due within 7 days of the invoice date unless your Scope says otherwise.

16.8Late payment. If an invoice is overdue, we may pause work and Services (including Care Plan hosting and management, after 7 days’ notice), withhold deliverables and admin access, charge interest at 2% per month (or the maximum the law allows, if lower) on the overdue amount, and recover our reasonable collection and legal costs. Ownership of the work stays with us until you have paid in full (section 19).

16.9 We are not liable for delay, downtime or loss caused by a lawful suspension for non-payment.

17. Revisions, approvals, delivery and support

17.1Revisions. Your Scope states the revision rounds included. If it does not, we include two (2) rounds of consolidated feedback for each design stage. A “round” means one combined set of changes sent together. Revisions refine the agreed design. They do not include a new concept, new pages or features, or a change of content direction (see 14.4).

17.2Approvals. When we ask you to approve a design, draft, content or milestone, please reply within 5 business days. If you do not reply within 7 days of a reminder, we may treat that stage as approved and continue. Further changes are then change requests.

17.3Launch and acceptance. After launch, the work is accepted unless you report a material defect in writing within 14 days. A material defect means a failure to match the agreed Scope. We will fix reported defects within a reasonable time at no extra charge. This does not cover problems caused by changes made by you or a third party, plugin or theme updates, hosting or domain issues, or content you added.

17.4 We design for current versions of major browsers and for mobile screens at launch. We cannot guarantee how a site displays on every device, old browser or third-party setup.

17.5 After the 14-day defect period, support, updates and changes are chargeable as quoted, or included in a Care Plan if you have one.

17.6Dormant projects. If you do not provide what we need, or do not respond, for 30 days, we may pause or close the project. Fees for completed work stay payable and the deposit is kept. To restart, we may charge a restart fee and reschedule.

18. Hosting, Care Plans and third-party costs

18.1Care Plan. Where you buy a Care Plan, it covers the services described in your Scope or on our Pricing page when you bought it, such as hosting, backups, updates, security monitoring and analytics. Anything not listed is not included.

18.2Third-party providers. Hosting, domains, email, security and backups depend on third-party providers. We are not responsible for their outages, failures or policies, and we do not guarantee uninterrupted service, speed, or that every attack, piece of malware or data loss will be prevented. We keep backups on a reasonable schedule, and restoring from them is on a reasonable-efforts basis.

18.3Without a Care Plan, after handover you (or the provider you choose) are responsible for hosting, backups, updates, security and renewals. After the 14-day defect period, we are not liable for outages, hacks, data loss or compatibility problems.

18.4Domains and licences. Domain names, hosting accounts and software licences should be registered in your name. Where we register something on your behalf, we hold it for you and will transfer it on request once all fees are paid. You are responsible for renewals of domains, hosting, premium plugins and themes. If they lapse, your site may go offline or stop updating, and we are not liable.

18.5Ending a Care Plan. You can cancel a Care Plan under section 22. Hosting ends when the paid period ends. If all fees are paid, we will give you a copy of your site files and database on request within 14 days of the end date. After that, we may delete your data and backups.

18.6 A Care Plan includes reasonable support. We may bill for requests that are excessive or outside the plan.

19. Ownership of work, licences and portfolio

19.1 Your materials stay yours. You give us a licence to use them to deliver the Services and for the portfolio use in 19.6.

19.2Final deliverables. When you have paid all fees due for a project, we transfer to you ownership of the bespoke final deliverables created for you (for example your custom website design, graphics, logo and written content made specifically for you), except for the items in 19.3 and 19.4. Until then, they remain ours, and you have only a limited licence to review them.

19.3Our tools. We keep ownership of our pre-existing and general materials, including templates, layouts, code snippets, frameworks, systems, prompts, know-how and processes, and any improvements to them (“Brand Mode Tools”). Where Brand Mode Tools are part of your deliverables, you receive a non-exclusive, perpetual, worldwide licence to use them as part of your project, but not to resell or redistribute them separately.

19.4Third-party materials. Themes, plugins, fonts, stock media, software, and AI-generated or other third-party assets stay under their owners’ licences and terms. You must comply with them and pay any renewal fees.

19.5Brand identity. Where we create a logo or brand identity, rights in the final selected concept pass to you on full payment. Unused concepts and drafts stay ours and may not be used by you or anyone else. We do not guarantee that a name, logo or slogan is available for trademark registration or free of third-party rights, so check that before you rely on it.

19.6Portfolio and credit. Unless we agree otherwise in writing before launch, we may show your project (including screenshots, design, public results, and your name and logo) in our portfolio, case studies, social media and marketing, and may place a discreet “Built by Brand Mode” credit on your website. We will not publish your confidential information.

20. Marketing, advertising and social media services

20.1No guarantee. Section 4 applies in full. Platforms such as Meta, Google, TikTok, LinkedIn and WhatsApp control their algorithms, auctions, policies, reach and costs. Results can change from day to day and month to month.

20.2Platform risk. Ad accounts, pages and profiles can be restricted, disabled or banned, and ads can be rejected, even where the rules are followed. We will work to resolve issues, but we are not liable for platform decisions. You remain the owner of your accounts, you pay the platform directly, and you are responsible for following platform rules and the law.

20.3Claims. You must be able to prove the claims in your ads and posts, such as prices, results, testimonials, before-and-after images and availability. We may decline to publish content that we reasonably think is misleading, unlawful or against platform rules.

20.4Content plans. We share a content plan or drafts for approval on schedule. Content not approved by the posting deadline may be published if the plan says so, or skipped. Skipped content does not carry over. Extra content, designs or platforms are change requests.

20.5Community management. Unless your Scope says otherwise, we respond to comments and messages on business days during business hours. We pass complaints, legal threats, emergencies and sensitive matters to you. You remain responsible for your decisions, public statements and customer service.

20.6Reporting. Our reports use data from third-party platforms and tools. We cannot guarantee that data is accurate or complete.

20.7SEO and strategy. Search engines control rankings, and we cannot guarantee any position or traffic. SEO is gradual, and algorithms change. Strategy and consulting work is advisory, and the decisions are yours.

20.8Real estate and other regulated sectors. If you work in real estate or another regulated sector, you are responsible for the accuracy of listings, titles, prices and statements, for your licences, and for regulatory compliance. We do not verify properties, titles or legal status, and we do not give legal advice. Our training programmes teach systems and methods. They do not guarantee sales.

20.9Tracking tools. You authorise us to install the pixels, analytics and tracking tools needed for the Services. You are responsible for having the notices and consents your audience is entitled to.

20.10Platform policies and restricted categories. Platforms such as Meta, Google and TikTok have extra rules for some categories, for example housing and real estate, credit and finance, employment, health, and social or political issues, and may restrict targeting or require declarations. You must give us accurate information about your business, offers, audience and landing pages, and you must not ask us to publish content that breaks platform rules or the law. We may add the declarations or categories a platform requires. We may refuse, pause or remove content that we reasonably believe puts your accounts, our accounts or other clients’ accounts at risk. If a platform restricts, rejects or disables an ad or account for a reason other than our proven fault, section 20.2 applies.

21. AI tools in our work

21.1 We may use artificial intelligence tools to help with design, development, research, copywriting, images and automation. We review our deliverables and take responsibility for them, but AI-assisted output can be similar to other output, can contain errors, and may not qualify for copyright protection under some laws.

21.2 We take reasonable care over what information we enter into AI tools, and we avoid entering personal data or confidential information into tools that do not offer suitable privacy protection.

21.3 Review all content before you publish it, especially factual claims, legal statements and anything about a regulated industry. If you do not want AI tools used on your project, tell us before we begin. An extra charge may apply.

22. Cancellation and termination of client services

22.1One-off projects. You can cancel at any time by written notice. If work has not started, we refund the deposit less reasonable administration costs and any non-refundable third-party costs. If work has started: (a) the deposit is kept; (b) you pay for work completed beyond the deposit, in proportion to the part of the project completed, and for costs already committed to third parties; and (c) once you have paid, we deliver the work completed so far.

22.2Monthly services. You can cancel by written notice of at least 14 days before your next billing date. If your Scope has a minimum term, it applies. There is no refund for a month that has already started.

22.3 We may suspend or end a Service immediately by notice if you do not pay on time, if you breach these Terms and do not fix it within 7 days of our notice (or immediately if the breach is serious or cannot be fixed), if you are abusive or threatening towards our team, if you ask us to do something unlawful or deceptive, or if you become insolvent. We may also end a monthly Service for convenience on 30 days’ notice. If we end a monthly Service for convenience, we refund the unused part of any period you have paid for.

22.4 If we cancel a project before delivery for a reason other than your breach, we refund anything you paid for work we have not done.

22.5 When a Service ends, all unpaid fees fall due, we stop work, and each side removes the other’s access to its accounts. On request, each side returns or deletes the other’s materials and confidential information, subject to legal record-keeping and routine backups. We deliver paid-for work.

22.6 Terms that by their nature should continue after the Services end continue to apply. These include those on ownership, confidentiality, data protection, disclaimers, liability, indemnity and disputes.

23. Confidentiality

23.1 Each side will keep the other’s non-public business information confidential, use it only for the Services, and protect it with reasonable care.

23.2 This does not apply to information that is or becomes public without breach, was already known to the receiving side, is independently developed, is lawfully received from someone else, or must be disclosed by law, a court or a regulator (with notice to the other side where the law allows).

23.3 We may share your information with employees, contractors and advisers who need it and are bound by confidentiality.

23.4 These duties continue for three (3) years after the Service ends, and for trade secrets for as long as they remain secret.

23.5 Work that we publish for you, such as a launched website or public posts, is not confidential.

Part 4 Referral partners, platforms and our website

24. WebsiteScout referral programme

24.1What it is. WebsiteScout is a free programme. You find businesses that may need a website or other Brand Mode services and send us the lead. We handle the calls, proposal, negotiation and delivery. If you join, you are a “Scout”.

24.2Joining. You must be at least 18. We give you a unique WebsiteScout ID. We may decline an application or remove a Scout at our discretion, subject to 24.12.

24.3Independent referrer. You are an independent referrer. You are not our employee, agent, partner or representative. You have no authority to bind us, quote prices, make promises, sign documents or accept payment for us, and you must not say that you work for us. You may use our name and brand only as we allow.

24.4Lead rules. Submit accurate details of each lead under your ID (business name, contact person, contact details and the need). Only submit businesses you genuinely know or that have shown interest. You must be allowed to share their details, so do not use scraped, bought or otherwise unlawfully obtained contacts, and do not spam. Do not mislead anyone, pressure anyone, or promise results or income.

24.5Whose lead is it? A lead is yours if it is submitted under your ID with enough detail for us to act on it, it is new to us (not already a client, a lead or in conversation with us, as shown by our records), and the client signs and pays within 90 days of your submission, unless we agree a different period in writing. If two Scouts submit the same business, the first valid submission counts. Our good-faith decision on attribution is final.

24.6Commission. Commission is paid at the scale published on our Earn With Us page when we accept your lead (unless we agree something else in writing), and only on projects that close. A project closes when the client signs and pays. We pay your commission within 24 hours after the client’s payment has cleared in our account, not counting weekends, public holidays and bank or payment-system outages. Where a client pays in stages, we may pay your commission in the same proportions.

24.7Reductions. If a client is refunded, cancels, files a chargeback or does not complete payment, we may reduce, withhold or recover the related commission, including by deducting it from later commissions.

24.8Payment details and tax. We pay by bank transfer to an account in your own name. You must give accurate details, and we are not liable for payments sent to details you gave us in error. You are responsible for any tax on your commission, and we may deduct any tax we are required by law to deduct.

24.9No commission is payable on self-referrals, on leads for your own business or your employer, on businesses related to you, on leads that are fake, unauthorised or obtained unlawfully, or on renewals and extra services for an existing client unless we agree otherwise in writing.

24.10Our discretion. We decide whether to accept a lead, make a proposal or take on a project. We have no duty to close any lead, and there is no minimum income (section 4).

24.11Data. You promise that you are allowed to share the lead’s information with us. We handle it as described in our Privacy Policy. You must not use information about our clients for any other purpose.

24.12Changes and ending. We may change the commission scale or the rules for future leads, or end the programme or your participation, by notice. Leads we accepted before a change stay on the scale that applied when we accepted them, and commission already earned remains payable. If you break these rules, we may remove you immediately, and you forfeit unpaid commission on the affected leads.

25. Third-party services, platforms and trademarks

25.1 We use, recommend or connect to third-party platforms and tools, such as payment providers, hosting, course and community software, email and forms, AI tools, social and advertising platforms, and video-meeting services. Their own terms and privacy policies apply to your use of them. We do not control them and are not responsible for their availability, security, policy changes or charges.

25.2 Some links may be referral or affiliate links, where we may earn a commission at no extra cost to you. We only point you to tools we believe are useful, but the decision to use them is yours.

25.3 Features, limits and prices of third-party tools change. Lessons and Services that depend on them may need to change too.

25.4We are independent of the platforms. Brand Mode Agency, our websites, courses, communities, events and other Services are not part of, affiliated with, sponsored by or endorsed by Meta Platforms, Inc., Facebook, Instagram, WhatsApp, Google LLC (including Google Ads, Google Analytics and YouTube), TikTok, ByteDance Ltd., LinkedIn or any other social media or advertising platform. Unless we say so in writing, we are not an official partner, reseller or certified agency of any of them. When we name a platform, we are only describing what our Services work with.

25.5Trademarks. Meta, Facebook, Instagram and WhatsApp are trademarks of Meta Platforms, Inc. Google, Google Ads, Google Analytics and YouTube are trademarks of Google LLC. TikTok is a trademark of ByteDance Ltd. LinkedIn is a trademark of LinkedIn Corporation. Every other name, logo and trademark mentioned on our website belongs to its owner. They are used only to identify the platforms and tools we teach or work with, and not to suggest any sponsorship or endorsement.

25.6Platform rules still apply. Platforms such as Meta, Google and TikTok have their own terms, advertising policies and privacy policies, and these apply when you see our ads, click on them, or use those platforms. The platforms decide whether an ad is approved, where it is shown and to whom. We are not responsible for their decisions, and nothing in these Terms changes your own agreement with them.

25.7Our own ads and content. We advertise our courses and Services on platforms such as Meta, Google and TikTok. An ad or social post is a short summary and an invitation to find out more. The product or sales page and these Terms give the full details, and they apply if an ad says something different, except where the law gives you a right because of what an ad said. Any story, testimonial, screenshot or example of results shown in our ads or content describes one person’s experience. It is not typical, and it is not a promise of what you will achieve (section 4).

25.8Ad platforms and your data. When you click or respond to our ads, or fill in a lead form on a platform, we may receive the details you gave, and tools such as the Meta Pixel, Google tags and the TikTok Pixel may measure what you do on our pages. We handle that data as set out in our Privacy Policy.

26. Using our website

26.1 You may use our website for lawful purposes. You must not scrape or copy it at scale, use bots, scan or test its security without our written permission, introduce malware, try to gain unauthorised access, overload or interfere with it, use it to send spam, reverse engineer it, or use it in any unlawful way. Unauthorised access and similar conduct may be an offence under the Cybercrimes (Prohibition, Prevention, etc.) Act 2015 (as amended), and we may report it.

26.2 We work to keep our website and course platform available, but we do not guarantee uninterrupted or error-free access. It may be unavailable because of maintenance, technical failures, internet or telecom problems, cyber incidents, third-party platform failures or events in section 31. Where reasonably possible, we will restore affected Services.

26.3 We use reasonable measures to protect our website, but no online system is completely secure.

26.4 You may link to our pages. Do not frame our pages, or suggest that we endorse you or your business, without our written permission.

26.5 Blog posts and public pages are general information. We may correct or update them at any time.

Part 5 Legal protections and how disputes are handled

27. Data protection

27.1 Our Privacy Policy explains how we handle personal data when we decide how and why it is used (for example, data of visitors, students, clients and referral partners). It forms part of the Agreement.

27.2Client data. Where we process personal data for you in providing the Services (for example, details of your customers collected through your website forms or ad lead forms), you are the controller and we act as your processor under the Nigeria Data Protection Act 2023 and other applicable law. We will process that data only to deliver the Services and on your instructions, keep it confidential, protect it with reasonable security measures, stay responsible for the sub-processors we use (such as hosting, email, forms, advertising and analytics providers), help you respond to data subject requests where reasonably possible, tell you without undue delay if we become aware of a breach affecting it, and delete or return it when the Services end unless the law requires us to keep it.

27.3 You must have a lawful basis, give any notices and collect any consents required before you share personal data with us or collect it through a site or campaign we run for you. You are responsible for your own privacy and cookie notices.

27.4 If you need a signed data processing agreement, ask us.

28. Disclaimers

28.1 To the fullest extent the law allows, our Services, content and website are provided “as is” and “as available”. We do not promise that the Services will meet your expectations or a particular purpose, will be uninterrupted, timely, secure or error-free, that content is always accurate or complete, that third-party platforms will work, or that you will achieve any particular result.

28.2 We exclude all warranties, conditions and terms that would otherwise be implied by law or custom, to the extent the law allows.

28.3 We do not verify or endorse third-party tools, businesses, community members or event attendees.

28.4 Nothing in these Terms excludes a right or protection that cannot lawfully be excluded.

29. Limitation of liability

29.1 Nothing in these Terms limits or excludes liability for fraud, for death or personal injury caused by negligence, or for anything else that the law does not allow us to limit or exclude.

29.2 To the fullest extent the law allows, we are not liable for any loss of profit, revenue, income, sales, savings, business, customers, contracts, opportunities, goodwill or reputation, for loss or corruption of data, or for any indirect, special, incidental, consequential or punitive loss, however it arises and even if we were told it could happen.

29.3 Subject to 29.1, our total liability to you for all claims arising from or connected with a Service, whether in contract, negligence or any other legal theory, is limited to the amount you paid us for that Service. For a monthly Service, that means the fees you paid for it in the three (3) months before the event that gave rise to the claim.

29.4 We are not liable for loss or damage caused by third-party platforms, hosts, payment processors, telecom or internet providers or tools; by cyber attacks, malware or unauthorised access that we could not reasonably have prevented; by your content, instructions or delays, or your failure to follow our advice; by events in section 31; or by your use of the Services in breach of the Agreement.

29.5 Tell us in writing within 30 days of becoming aware of an issue that may lead to a claim. To the extent the law allows, any legal proceedings must be started within twelve (12) months after the event that gave rise to the claim.

29.6 Each limit in this section applies separately and continues after the Agreement ends. It also protects our owners, officers, employees, contractors and agents, who may enforce it.

29.7 You accept that our prices reflect these limits and that they are reasonable.

30. Indemnity

30.1 To the extent the law allows, you agree to indemnify and hold harmless Brand Mode and its owners, officers, employees, contractors and agents against claims, losses, liabilities, damages and reasonable costs (including legal fees) arising from:

• your breach of the Agreement;
• content, materials or instructions you give us, including anything that infringes rights, defames anyone or misleads anyone;
• your unlawful use of the Services or your breach of platform rules;
• your business, products, services, advertising or sales;
• your handling of personal data without a lawful basis;
• your misuse of our materials; or
• your fraud or deliberate wrongdoing.

30.2 We will tell you promptly about any claim, and you will cooperate with us. We may control the defence at your cost.

30.3 This does not apply to the extent that a loss is caused by our own negligence or unlawful conduct.

31. Events beyond our control

31.1 We are not liable for any failure or delay caused by something beyond our reasonable control. This includes power or fuel shortages, internet or telecom failures, bank, payment-system or platform outages, strikes, riots, civil unrest, war, terrorism, government action, natural disasters, flooding, fire, epidemics, cyber attacks, and failures by third-party providers.

31.2 Our timelines extend by the length of the event, and we will resume as soon as reasonably possible. If the event lasts more than 60 days, either side may cancel the affected Service, and we will refund any prepaid amount for work or Services not delivered. Payment for work already done stays due.

32. Suspension and ending of access

32.1 We may suspend or end your access to the website, a course, the student portal or a Community, with or without notice, where reasonably necessary because of account sharing, piracy, copyright infringement, fraud, payment or chargeback abuse, harassment, a breach of these Terms, unlawful activity, or conduct that seriously threatens Brand Mode, other users or our intellectual property.

32.2 Where access ends because of your breach, you are not entitled to a refund, subject to the law, and we are not required to restore access.

32.3 You can stop using the Services at any time. Stopping does not by itself entitle you to a refund, and it does not cancel amounts you already owe.

32.4 Ending your access does not affect terms that by their nature should continue, including those on intellectual property, confidentiality, payment, liability, indemnity and disputes.

33. Changes to the Services and these Terms

33.1 We may update these Terms from time to time. The current version is always on this page with its “Last updated” date. Where a change materially affects your rights or duties, we will take reasonable steps to tell you, for example by email or a notice on our website.

33.2 Changes apply from the date they are published. They do not change the refund terms that applied when you bought, or a Scope you have already accepted. If you keep using the Services after a change takes effect, you accept the updated Terms, to the extent the law allows.

33.3 We may change, suspend or discontinue any part of our website or Services. For paid Services, sections 7, 12 and 22 describe what happens.

34. General terms

34.1Entire agreement. The Agreement is the whole agreement between you and us about the Services and replaces earlier discussions and promises about them. You confirm that you have not relied on any statement that is not in the Agreement. Nothing in this clause limits liability for fraud.

34.2Severability. If a provision is found invalid, unlawful or unenforceable, it will be read down or changed as little as needed to make it enforceable where the law allows, and the rest of the Agreement continues.

34.3No waiver. If we delay or choose not to enforce a right, we do not give it up.

34.4Assignment. We may transfer our rights and duties under the Agreement to a successor or affiliate. You may not transfer yours without our written consent.

34.5No partnership. Nothing in the Agreement creates a partnership, joint venture, employment or agency between you and us, except as stated about Scouts in section 24.

34.6Who can enforce. Only you and we, and the people named in 29.6 and 30.1, may enforce the Agreement.

34.7Notices. You can give us notice at the email address or postal address in section 36. We can give you notice at the email address or WhatsApp number you gave us, or by a notice in your account or on our website. A notice sent by email or WhatsApp is treated as received 24 hours after it is sent, unless the sender is told it was not delivered.

34.8Language and signatures. The Agreement is in English, and the English version prevails. You and we may sign or accept the Agreement electronically, and in separate counterparts.

34.9Interpretation. These Terms are not to be read against us because we wrote them.

35. Governing law and how we settle disputes

35.1Governing law. These Terms and any dispute connected with them are governed by the laws of the Federal Republic of Nigeria. If you live outside Nigeria, mandatory consumer laws of your country that cannot be excluded continue to apply to the extent they must.

35.2Talk to us first. If you have a dispute, send us a written notice at the email address in section 36, describing the problem and what you would like us to do. We will try in good faith to settle it within 14 days.

35.3Mediation. If it is not settled, either side may propose mediation under the Arbitration and Mediation Act 2023 with a mediator both sides agree, and the cost is shared equally.

35.4Arbitration or the courts. If the dispute is still not resolved 30 days after the notice in 35.2, the sides may agree in writing to refer it to a sole arbitrator under the Arbitration and Mediation Act 2023, with the seat in Nigeria and the proceedings in English. Otherwise, either side may start proceedings in the courts of Nigeria with competent jurisdiction.

35.5Urgent relief. Nothing stops either side from asking a court at any time for an urgent injunction or similar relief, or from suing to recover unpaid fees or to protect intellectual property or confidential information.

35.6Individual claims. To the extent the law allows, each side may bring claims only in its own name and not as part of a class or representative action.

35.7 Nothing in this section stops you from complaining to a regulator, such as the Federal Competition and Consumer Protection Commission or the Nigeria Data Protection Commission.

36. Contact and legal notices

Send questions, support and refund requests, complaints and legal notices to us here. For a legal notice, put “Legal notice” in the subject line.

Business

Brand Mode Agency, trading as Brand Mode

Email

[email protected]

WhatsApp and phone

0814 981 9699

Address

No. 32 Peter, Warri, Delta State, Nigeria

37. Acknowledgement

By buying from us or using our Services, you confirm that:

• you have had the chance to read these Terms and to take advice on them;
• you understand that access to a digital course is delivered immediately, and that the refund rules in section 9 apply;
• you understand that education, coaching and services do not guarantee results (section 4);
• you understand that our intellectual property stays ours and that you will not share or resell our materials (section 8);
• you understand how fees, deposits, ownership and cancellation work for client services (sections 14 to 22);
• you accept the limits on our liability and the way disputes are handled (sections 29 and 35); and
• you agree to be bound by these Terms.