Terms of Service — CDS Space

1. Acceptance of These Terms

These Terms constitute a contract between you (“you”, “Client”, or “User”) and CDS Space (“CDS Space”, “we”, “us”, or “our”), a branding, design, and digital-production studio operating from the Federal Republic of Nigeria and serving clients globally. By creating an account, using the Services, or signing an engagement letter with us, you confirm that you have read, understood, and accepted these Terms and our Privacy Policy.

2. Eligibility

You must be at least 18 years old, or the age of majority in your jurisdiction, whichever is higher.
If you are entering into these Terms on behalf of an organisation, you represent that you are authorised to bind that organisation and that the organisation accepts these Terms.
You must not be located in, or a national or resident of, any country or individual subject to Nigerian or applicable international trade sanctions that prohibit our engagement.

3. The Services

CDS Space provides:

Brand strategy, identity design, and brand-word development.
UI/UX design and web development.
Industrial and commercial print production.
Merchandise design and fulfilment.
Access to client dashboards, invoicing, chat, and project-tracking tools.
Careers and contractor-onboarding portals.

We may add, modify, or discontinue features at any time. Where a change materially reduces a core feature you rely on, we will give you reasonable advance notice.

4. Accounts, Credentials & Security

You are responsible for the accuracy of the information you provide at sign-up and for keeping it up to date.
You are responsible for maintaining the confidentiality of your password or any third-party credentials (such as Google) used to sign in, and for all activity on your account.
You must notify us without undue delay at support@cdsspace.pro if you suspect unauthorised access to your account.
We reserve the right to suspend or terminate accounts that appear to be compromised, fraudulent, or used in breach of these Terms.

5. Project Engagements, Fees & Payment

Scope & deliverables: each engagement is governed by a separate proposal, statement of work, or order confirmation (“SOW”) that sets out deliverables, timelines, and fees. The SOW and these Terms together form the full agreement for that engagement.
Fees & currency: fees are quoted in Nigerian Naira or, for international clients, in USD. All amounts are exclusive of VAT, withholding tax, and any other applicable taxes unless stated otherwise.
Payment terms: unless the SOW says otherwise, 50% of the fee is payable on commencement and the balance on delivery. Subscription and retainer fees are billed in advance.
Late payment: overdue amounts accrue interest at 1.5% per month (or the maximum rate permitted by law, if lower). We may suspend delivery and access to the dashboards while any invoice is overdue.
Taxes: you are responsible for any taxes, duties, or levies imposed by your jurisdiction on the fees you pay us, other than taxes on our net income.
Refunds: once work has commenced, fees are non-refundable except where required by mandatory consumer law.

6. Intellectual Property

Client materials: you retain all rights in the content, logos, and assets you supply to us. You grant us a licence to use them solely to deliver the Services.
Final deliverables: once you have paid in full for an engagement, we assign to you the rights in the final deliverables created specifically for you, except for any third-party assets (fonts, stock photography, open-source code) which remain subject to their own licences.
Pre-existing and reusable materials: we retain all rights in our pre-existing tools, templates, methodologies, and any reusable components. We grant you a worldwide, non-exclusive licence to use them as part of the final deliverables.
Portfolio use: unless you ask us in writing not to, we may display completed projects on cdsspace.pro, in proposals, and in marketing materials. We will never disclose confidential business information.
Feedback: if you send us suggestions or feedback, you grant us a perpetual, royalty-free licence to use them without obligation to you.

7. Acceptable Use

When using the Services, you will not:

Breach any applicable law in Nigeria or the jurisdiction you access the Services from.
Upload, submit, or request work that is defamatory, obscene, hateful, infringing, or sexually exploitative of minors.
Use the Services to distribute malware, phishing pages, or content that facilitates fraud.
Attempt to gain unauthorised access to any part of the Services, another user’s account, or our infrastructure.
Reverse-engineer, scrape, or resell access to the Services except as expressly permitted.
Infringe the intellectual property rights or privacy of any third party.

We may remove content, suspend features, or terminate accounts that we reasonably believe breach this Section.

8. Third-Party Services

The Services rely on third-party providers including Google (for Sign-In), Supabase (for authentication and data storage), Vercel (for hosting), and payment processors. Your use of those services is also subject to their respective terms and privacy policies. We are not responsible for outages, changes, or failures of third-party services, but we will use reasonable efforts to minimise disruption.

9. Confidentiality

Each party will protect the other’s confidential information with at least the same care it uses for its own, and only use it to perform or receive the Services. This obligation survives termination for 5 years, or indefinitely for trade secrets. It does not apply to information that is public, was already known, is independently developed, or is required to be disclosed by law.

10. Data Protection

We handle your personal data in accordance with our Privacy Policy, which is incorporated into these Terms. Where you upload personal data of third parties (for example, employees or customers of your business) into our Services, you are the data controller of that data and we act as your processor. A data-processing addendum is available on request at support@cdsspace.pro.

11. Warranties & Disclaimers

We warrant that the Services will be provided with reasonable skill and care in accordance with the SOW.
Except as expressly stated, the Services are provided “as is” and “as available”. To the fullest extent permitted by law, we disclaim all other warranties, whether express, implied, statutory, or otherwise, including any warranty of merchantability, fitness for a particular purpose, or non-infringement.
We do not warrant that the Services will be uninterrupted, error-free, or free of harmful components.
Nothing in these Terms excludes liability that cannot be excluded under applicable law, including the Federal Competition and Consumer Protection Act 2018 in Nigeria, the Consumer Rights Act 2015 in the UK, or mandatory consumer laws in the EU, Rwanda, the USA, or China.

12. Limitation of Liability

To the fullest extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, or punitive damages, or for loss of profits, revenue, goodwill, or data, however caused.
Our aggregate liability to you for any and all claims arising out of or relating to an engagement is limited to the total fees paid by you to us for that engagement in the 12 months preceding the claim.
These limits apply whether the claim arises in contract, tort (including negligence), statute, or otherwise, and even if we have been advised of the possibility of the loss.
Nothing in this Section limits liability for death or personal injury caused by negligence, for fraud, or for any other liability that cannot be limited under applicable law.

13. Indemnification

You agree to indemnify and hold CDS Space, its directors, employees, and contractors harmless from any claim, liability, loss, or expense (including reasonable legal fees) arising out of your breach of these Terms, your misuse of the Services, your content, or your violation of any law or third-party right. We will give you prompt notice of any such claim and reasonable cooperation in defending it.

14. Suspension & Termination

You may terminate your account at any time by contacting us.
Either party may terminate an engagement for material breach that has not been remedied within 14 days of written notice.
We may suspend or terminate your access immediately where required by law, on reasonable suspicion of fraud or serious abuse, or where keeping the account active poses a risk to our Services or other users.
On termination, your obligation to pay for work already performed survives. Sections that by their nature should survive (IP, confidentiality, liability, governing law) will survive termination.

15. Force Majeure

Neither party is liable for failure to perform its obligations (other than payment obligations) caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, epidemics, cyber-attacks, government action, power failures, or internet outages.

16. Changes to These Terms

We may amend these Terms from time to time. Material changes will be notified by email or by a prominent in-product notice at least 14 days before they take effect. Your continued use of the Services after that date means you accept the updated Terms. If you do not accept them, you must stop using the Services.

17. Governing Law & Dispute Resolution

Governing law: these Terms are governed by the laws of the Federal Republic of Nigeria, without regard to conflict-of-law rules.
Jurisdiction: subject to the rights of consumers set out below, the courts of Lagos State, Nigeria have exclusive jurisdiction over any dispute arising out of these Terms. We may also seek injunctive relief in any court of competent jurisdiction.
Alternative resolution: before filing a claim, each party agrees to attempt in good faith to resolve the dispute through negotiation for at least 30 days. Commercial disputes exceeding NGN 5,000,000 (or USD equivalent) may, at either party’s election, be submitted to arbitration in Lagos under the Arbitration and Mediation Act 2023, with a single arbitrator and proceedings conducted in English.
Consumers: if you are a consumer resident in the European Union, the United Kingdom, Rwanda, the United States, China, or any other jurisdiction whose mandatory laws give you protections that cannot be overridden by contract, nothing in these Terms limits those protections. You may bring proceedings in the courts of your place of residence where that law requires.

18. General

Entire agreement: these Terms, together with any SOW and the Privacy Policy, form the entire agreement between us on this subject and supersede any prior discussions.
Severability: if any provision is found unenforceable, the remainder will continue in full force.
No waiver: a failure to enforce a right is not a waiver of it.
Assignment: you may not assign these Terms without our prior written consent. We may assign them to an affiliate or in connection with a corporate transaction on equivalent terms.
Notices: notices to us should be sent to support@cdsspace.pro. Notices to you will be sent to the email address on your account.
Language: the authoritative version of these Terms is the English version.

19. Contact

CDS Space
Email: support@cdsspace.pro

Note: This document is a good-faith compliance framework based on publicly available statutes as of the effective date. It is not legal advice. Have it reviewed by qualified counsel in each jurisdiction where you operate before relying on it.