Development
Agreement

Cliq Web Services — Website Development Agreement

Parties and Background

This Website Development Agreement (the "Agreement") is made on 28 October 2026 (the "Effective Date").

BETWEEN

CLIQ WEB SERVICES, a business registered under the laws of the Federal Republic of Nigeria with registration number BN 7449408 and its principal place of business at Km 18 Lekki-Epe Expressway, Lekki, Lagos (the "Developer"), of the one part;

AND

[CLIENT FULL NAME / REGISTERED COMPANY NAME] (the "Client"), of the other part, in respect of the project "[PROJECT NAME]".

The Developer and the Client are each a "Party" and together the "Parties".

WHEREAS

A. The Developer is in the business of designing and developing websites for third parties.

B. The Client wishes to engage the Developer to design and develop a website, and the Developer has agreed to do so on the terms of this Agreement.

C. The Parties intend that the Developer's role is limited strictly to development and handover, and that the Client alone will own, operate and be responsible for the website after handover.

NOW THEREFORE, in consideration of the mutual promises below, the Parties agree as follows.

1. Definitions

In this Agreement, unless the context requires otherwise:

"Website" means the website described in the Project Brief, including its pages, code, design files, database structure and configuration as delivered by the Developer.

"Services" means the design and development work set out in the Project Brief, and nothing more.

"Handover" means the date the Developer delivers the Website and the Access Credentials to the Client, as confirmed in writing (email is sufficient).

"Access Credentials" means all usernames, passwords, admin logins, hosting, domain and control-panel details needed to own and operate the Website.

"Client Content" means all text, images, logos, videos, products, data and other material supplied by or for the Client, or added to the Website by the Client or any person after Handover.

"Third-Party Services" means services not owned by the Developer, including hosting providers, domain registrars, payment gateways, plugins, themes, fonts and APIs.

"Business Day" means any day other than a Saturday, Sunday or public holiday in Nigeria.

2. Scope of Services

2.1 The Developer will design and develop the Website as described in the written quotation, proposal or project brief agreed between the Parties, including by email (the "Project Brief"), which sets out the pages, features, number of revisions and delivery timeline.

2.2 Only work expressly listed in the Project Brief is included. Anything else, including hosting management, content writing, search engine optimisation (SEO), digital marketing, social media management, ongoing maintenance and security monitoring, is excluded unless agreed in a separate written agreement.

2.3 The fee for the Services (the "Fee") is set out in the Developer's separate quotation or invoice and is payable as stated there. On completion and full payment of the Fee, the Developer will hand over the Website and all Access Credentials to the Client.

3. Nature of Relationship and No Affiliation

3.1 The Developer is engaged solely as an independent contractor to develop the Website. The Developer's involvement is limited to website development only.

3.2 The Developer has no affiliation, partnership, joint venture, agency, employment or ownership relationship with the Client, the Website, or the Client's business.

3.3 Nothing in this Agreement authorises either Party to act for, bind or make representations on behalf of the other.

3.4 The Client shall not state or imply, on the Website or elsewhere, that the Developer endorses, sponsors, operates or is responsible for the Website or the Client's products, services or conduct.

4. Handover and Client's Sole Responsibility

4.1 The Developer's obligations end at Handover, except for any support expressly stated in Clause 9.

4.2 From Handover, the Client has full and exclusive ownership, possession and control of the Website and all Access Credentials. The Client must change all passwords immediately after Handover.

4.3 The Developer has no knowledge of, and no control over, how the Client or any other person uses the Website after Handover, including its content, products, services, transactions, users, communications or data.

4.4 The Client is solely responsible for the Website's use, operation, content, security, backups, updates, renewals and compliance with all applicable laws and regulations.

4.5 The Developer is not liable for any loss, claim, fine, investigation, or criminal or civil proceeding arising from the use, misuse, content or operation of the Website after Handover, whether by the Client, its staff, users, or any third party who gains access to it.

4.6 The Developer does not retain access to the Website after Handover. If the Client later grants the Developer access for support, that access is limited to the agreed task and ends when it is complete.

4.7 Cliq Web Services shall not be held responsible or liable for any damages, losses, claims, fines, penalties or legal consequences arising from any illegal or unlawful use of the Website by the Client, its staff, agents or anyone acting on its behalf. Any such use is the sole responsibility of the Client.

4.8 Cliq Web Services shall not be held responsible or liable for any loss, damage, unauthorised access, hacking, data breach or claim arising from the Client's failure to change the Access Credentials after Handover, failure to use strong and secure passwords, or sharing or careless handling of passwords, for any website developed under this Agreement.

5. Client Obligations and Warranties

5.1 The Client shall provide all Client Content, feedback and approvals promptly. Delays caused by the Client extend the timeline accordingly.

5.2 The Client warrants that: it owns or has permission to use all Client Content, and that no Client Content infringes any copyright, trademark or other right of any person; the Website will be used only for lawful purposes, in compliance with all applicable laws, including laws on consumer protection, data protection, cybercrime, advertising and financial services; the Website will not be used for fraud, scams, impersonation, phishing, unlicensed financial or investment schemes, gambling without a licence, illegal goods or services, hate speech, or any other unlawful or harmful activity; and all information it gives the Developer, including its identity and business details, is true and accurate.

5.3 The Developer may decline or stop work, without refund for work already done, if it reasonably believes the Website is intended for, or is being used for, any unlawful or harmful purpose.

6. Timelines, Revisions and Change Requests

6.1 The Developer will use reasonable efforts to meet the timeline in the Project Brief. Timelines are estimates and run from receipt of the deposit and all Client Content.

6.2 The Services include [2] rounds of revisions per design stage. Further revisions are billed separately as quoted.

6.3 Any request outside Schedule A is a change request. The Developer will quote the cost and time impact, and no change work begins until the Client approves the quote in writing.

6.4 The Client shall review the completed Website within [5] Business Days of notice of completion. If the Client raises no written objection in that time, or begins using the Website publicly, the Website is deemed accepted.

7. Intellectual Property

7.1 On full payment of the Fee, ownership of the custom design and code created specifically for the Website passes to the Client.

7.2 The Client owns all Client Content at all times and grants the Developer a licence to use it only to build the Website.

7.3 The Developer keeps ownership of its pre-existing tools, code libraries, templates and know-how, and grants the Client a perpetual, non-exclusive licence to use them as part of the Website.

7.4 Third-Party Services, including open-source software, themes and plugins, remain subject to their own licence terms, which the Client must comply with.

7.5 Until full payment, all rights in the Developer's work remain with the Developer.

8. Confidentiality and Data Protection

8.1 Each Party shall keep the other's non-public business information confidential and use it only for this Agreement. This does not apply to information that is public, already known, or required to be disclosed by law or a court or regulator.

8.2 The Client is the data controller for all personal data collected or processed through the Website. The Client is solely responsible for complying with the Nigeria Data Protection Act 2023 and any other applicable data protection law, including publishing its own privacy policy and terms of use.

8.3 The Developer does not collect, store or process the Website's user data after Handover. Any personal data the Developer handles during development will be used only for the project and deleted or returned at Handover.

8.4 The Developer may disclose information about the Client and the Website where required by law, regulation or a lawful order of a court or law enforcement agency.

9. Warranty and Post-Launch Support

9.1 For [30] days after Handover (the "Warranty Period"), the Developer will fix, free of charge, any defect in the Developer's own code that stops the Website working as described in the Project Brief.

9.2 The warranty does not cover problems caused by changes made by the Client or others after Handover, Client Content, Third-Party Services, plugin or software updates, hacking, malware, or new features.

9.3 After the Warranty Period, any support, maintenance or updates are provided only under a separate maintenance agreement or paid quote.

9.4 Except as stated in this Clause, the Website is delivered "as is". The Developer does not guarantee that the Website will be error-free, uninterrupted, secure from all attacks, or achieve any particular traffic, ranking, sales or business result.

10. Indemnity and Limitation of Liability

10.1 The Client shall indemnify and hold harmless the Developer, its owners, staff and contractors against all claims, losses, damages, fines, penalties, legal fees and costs arising from: the Client Content or any content on the Website; the use, operation or misuse of the Website after Handover; the Client's products, services, transactions or dealings with users or third parties; and any breach of the Client's warranties in Clause 5 or of any law.

10.2 The Developer's total liability under this Agreement shall not exceed the total Fee actually paid by the Client.

10.3 The Developer is not liable for any indirect or consequential loss, or for loss of profit, revenue, business, data or goodwill.

10.4 Nothing in this Agreement limits liability that cannot be limited by law.

11. Termination

11.1 Either Party may end this Agreement by [14] days' written notice to the other.

11.2 Either Party may end this Agreement immediately by written notice if the other materially breaches it and fails to remedy the breach within [7] days of being notified.

11.3 On termination, the Client shall pay for all work done up to the termination date. Any deposit paid is non-refundable. On payment, the Developer will deliver the work completed so far.

11.4 Clauses 3, 4, 5, 7, 8, 10, 12 and 14 survive termination or completion of this Agreement.

12. Portfolio and Credit

12.1 The Developer may display screenshots of, and a link to, the Website in its portfolio and marketing, unless the Client objects in writing. Such display is a showcase of design work only and does not mean the Developer is affiliated with or endorses the Website.

12.2 The Developer may place a small "Designed by Cliq Web Services" credit in the Website footer. The Client may ask for it to be removed at any time.

13. Force Majeure

Neither Party is liable for delay or failure to perform caused by events beyond its reasonable control, including power or internet outages, natural disasters, strikes, government action, civil unrest or failure of Third-Party Services. Payment obligations for work already done are not excused.

14. Dispute Resolution and Governing Law

14.1 This Agreement is governed by the laws of the Federal Republic of Nigeria.

14.2 The Parties shall first try to resolve any dispute by good-faith negotiation for [14] days. If unresolved, either Party may refer it to mediation at the Lagos Multi-Door Courthouse, and failing that, to the courts of Lagos State, which shall have jurisdiction.

15. General Provisions

15.1 Entire agreement. This Agreement and the Project Brief are the whole agreement between the Parties and replace all earlier discussions, quotes and messages on the subject.

15.2 Amendments. Changes are valid only if made in writing and signed or confirmed by email by both Parties.

15.3 Notices. Notices may be sent by email to the addresses below the signatures, and are received on the next Business Day after sending.

15.4 Assignment. The Client may not transfer this Agreement without the Developer's written consent. The Developer may use subcontractors but remains responsible for their work.

15.5 Severability. If any clause is found invalid, the rest of the Agreement remains in force.

15.6 Waiver. A delay in enforcing any right is not a waiver of it.

15.7 Counterparts and e-signature. This Agreement may be signed in counterparts and by electronic signature, each of which is an original.

Signatures

SIGNED for and on behalf of CLIQ WEB SERVICES (the Developer) — Rowland Nwobasi, Director.

SIGNED by the CLIENT: [CLIENT FULL NAME / REGISTERED COMPANY NAME], by electronic signature on 28 October 2026.