Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") are a binding agreement between you ("Client," "you") and Ruthex Digital ("Ruthex," "we," "us," "our"), a digital marketing agency operating out of Lagos, Nigeria. They govern your use of this website and any service engagement you enter into with us.

By browsing this website, submitting a form on it, booking a discovery call, or signing a proposal or Statement of Work with us, you confirm that you have read, understood, and agree to be bound by these Terms and by our Privacy Policy. If you do not agree, please do not use this site or engage our services.

If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity, in which case "you" and "Client" refer to that entity.

2. Services We Provide

Ruthex Digital provides the following digital marketing services, each of which can be engaged individually or combined into a broader growth program:

• Search Engine Optimization
• Social Media Marketing
• Pay-Per-Click & Google Ads
• Content Marketing & Strategy
• Blogging & Article Writing
• Conversion Rate Optimization
• Email Campaign Management
• AI Marketing Automation
• Digital Marketing Training
• Web Design & Development
• Customer Retention Services
• Digital Strategy & Analytics

The exact scope, deliverables, channels, timelines, and pricing for any engagement are not set by these Terms — they are defined separately in a written proposal, Statement of Work ("SOW"), or signed contract ("Engagement Document") agreed between you and us before paid work begins. Where anything in an Engagement Document conflicts with these Terms, the Engagement Document controls for that engagement.

We reserve the right to decline, pause, or discontinue any service we reasonably believe is unlawful, unethical, or damaging to our ability to serve other clients or to our own reputation — for example, campaigns promoting fraud, discrimination, or content that violates a third-party platform's advertising policies.

3. Discovery Calls & Proposals

Discovery calls and any strategy discussed during them are provided free of charge and without obligation. Nothing said on a discovery call, in a proposal, or in marketing materials on this website constitutes a binding commitment from either party until an Engagement Document is signed and, where applicable, any required deposit is received.

4. Client Responsibilities & Access

Effective delivery of digital marketing services depends on timely cooperation from you. You agree to:

• Provide accurate, complete, and current information about your business, brand, and goals.
• Grant timely access to the accounts, platforms, and assets required to do the work — for example, Google Ads, Meta Business Suite, Google Analytics/Search Console, your website's CMS or hosting, email/CRM platforms, or social media accounts.
• Review and approve deliverables, creative, and campaigns within the timelines set out in your Engagement Document.
• Ensure you have the legal right to use any brand assets, images, copy, testimonials, or data you provide to us for use in your campaigns.
• Keep account credentials and any access we are granted confidential and notify us promptly if you believe access has been compromised.

Delays in providing access, assets, or feedback may delay deliverables and project timelines correspondingly, and do not extend any minimum-term commitment or entitle you to a refund for time already invested.

5. Fees, Payment & Ad Spend

Service fees are billed as set out in your Engagement Document — typically a monthly retainer, a fixed project fee, or a combination of the two. Invoices are due on the terms stated in that document; late payment may result in a pause of active work until the account is brought current.

Advertising spend is separate from our fees

Where we manage paid campaigns (Google Ads, Meta Ads, TikTok Ads, LinkedIn Ads, or similar), the advertising budget itself is billed directly by that platform to a payment method you control, unless your Engagement Document specifically states that we bill ad spend on your behalf. We are not responsible for platform-side billing errors, currency conversion charges, or ad account suspensions caused by your payment method.

All fees are exclusive of applicable taxes, levies, and bank or transfer charges unless stated otherwise. Prices may be quoted in Naira (₦) or another currency as agreed in your proposal.

6. Digital Marketing Training Program Terms

In addition to agency services, we run digital marketing training for individuals, teams, and organizations. The following additional terms apply to training enrolments:

• Training is educational in nature. It does not constitute a professional license, accreditation, or guarantee of employment, income, or specific business results — outcomes depend on your own effort, market conditions, and how the material is applied.
• A Certificate of Completion confirms attendance and participation; it is not a government-recognized or third-party-accredited qualification unless explicitly stated for a specific program.
• Course materials, slides, frameworks, and any recordings are provided for the personal or internal team use of the enrolled individual or organization and may not be resold, redistributed, or used to deliver training to others without our written permission.
• Access to live sessions, recordings, or support resources is provided for the period stated at enrolment; extensions are at our discretion.

7. AI-Assisted Services & Automation

Some services — including AI Marketing Automation, content production, ad optimization, and reporting — make use of artificial intelligence tools and automated workflows as part of how we deliver work, alongside human strategy and review.

• AI tools may assist with drafting content, analyzing campaign data, personalizing customer touchpoints, or automating repetitive tasks. A member of our team reviews AI-assisted outputs before they are presented to you or published on your behalf, in line with our standard quality process.
• You remain responsible for giving final approval on any AI-assisted content, automation, or decisioning before it goes live, and for ensuring it complies with laws and platform policies applicable to your business and industry.
• We do not warrant that AI-generated or AI-assisted content is free from error, bias, or factual inaccuracy, and recommend independent review for any claims that are legal, medical, financial, or safety-related in nature.
• Where automation connects to your own tools or customer data (for example, a CRM or email platform), that automation operates within the access and permissions you grant, and you may request a description of the workflows in place at any time.

8. Third-Party Platforms & Accounts

Delivering our services typically requires working inside third-party platforms we do not own or control — including Google Ads, Google Analytics, Meta Business Suite, TikTok Ads, LinkedIn Ads, SEMrush, Mailchimp, HubSpot, WordPress, and Shopify, among others.

• Your use of any third-party platform is also governed by that platform's own terms of service and policies, which you are responsible for complying with.
• We are not liable for outages, policy changes, algorithm updates, account suspensions, or data loss caused by a third-party platform, though we will act in good faith to help you resolve platform-side issues connected to our work.
• Recommending or connecting a third-party tool does not make us an agent of that platform, and any fees charged directly by that platform are your responsibility.

9. Intellectual Property & Ownership

Once an engagement is paid in full, you own the final deliverables created specifically for you under that engagement — for example, ad accounts set up in your name, published content, campaign creative, website code and design files delivered to you, and reports.

Ruthex Digital retains ownership of its own pre-existing tools, frameworks, methodologies, internal templates, and know-how used to deliver the work, even where they appear inside a deliverable — you receive a license to use these as embedded in your deliverables, not standalone ownership of the underlying framework itself.

You grant us a limited license to use your name, logo, and brand assets for the duration of an engagement solely to deliver the agreed services (for example, running ads or publishing content under your brand).

We may reference completed work, results, and your business name or logo in our own portfolio, case studies, and marketing materials, unless you request in writing that we not do so — a request we will honor going forward from the date received.

10. Confidentiality

Each party may access confidential information belonging to the other — including business strategy, pricing, account credentials, performance data, and customer information. Both parties agree to keep such information confidential, use it only to perform under these Terms or an Engagement Document, and not disclose it to third parties except to service providers bound by similar confidentiality obligations, or where disclosure is required by law.

This obligation survives the end of an engagement and continues for as long as the information remains confidential.

11. Performance, Results & No Guarantee

We apply current, industry-recognized practices to every engagement and will agree realistic, channel-specific goals with you before work begins. That said, digital marketing outcomes depend on many factors outside our direct control, including:

• Search engine and ad platform algorithm changes
• Market, seasonal, and competitive conditions
• Your industry, offer, pricing, and reputation
• The speed and quality of approvals, assets, and access you provide
• Decisions your own team makes outside the scope of our engagement

12. Term, Suspension & Termination

An engagement begins on the date stated in your Engagement Document and continues on the billing cycle agreed there (commonly month-to-month after any initial onboarding period).

• Either party may cancel or adjust a monthly engagement with 30 days' written notice, unless a longer notice period is specified in your Engagement Document.
• We may suspend or terminate services immediately for non-payment, a request to perform unlawful or platform-policy-violating work, or a material breach of these Terms that is not cured within 10 days of written notice.
• On termination, you remain responsible for fees and approved ad spend incurred up to the effective termination date. We will provide reasonable handover assistance — including transferring access to accounts you own — for a limited period as agreed in good faith, which may be billed at our standard rates if it falls outside your notice period.

13. Warranties, Disclaimers & Limitation of Liability

We warrant that services will be performed with reasonable skill and care consistent with industry standards. Except for that warranty, services and this website are provided "as is" without warranties of any kind, express or implied, including fitness for a particular purpose, to the maximum extent permitted by law.

To the fullest extent permitted by applicable law, Ruthex Digital's total liability arising out of or relating to an engagement will not exceed the total fees paid by you to us for that engagement in the three (3) months preceding the event giving rise to the claim. Neither party will be liable for indirect, incidental, special, or consequential damages, including lost profits or lost data, even if advised of the possibility of such damages.

Nothing in these Terms limits liability that cannot be limited under applicable law, including liability for fraud or gross negligence.

14. Use of This Website

You agree to use this website only for lawful purposes and agree not to attempt to scrape, reverse-engineer, disrupt, or gain unauthorized access to it or its underlying systems. All content on this website — including text, graphics, logos, and design — is owned by or licensed to us and may not be copied or reused without permission, except as necessary to review our services in the ordinary course of considering us as a vendor.

15. Governing Law & Dispute Resolution

These Terms are governed by the laws of the Federal Republic of Nigeria, without regard to conflict-of-law principles. Before initiating formal proceedings, both parties agree to first attempt to resolve any dispute in good faith through direct negotiation between the parties for at least 15 days.

If a dispute cannot be resolved informally, it will be subject to the exclusive jurisdiction of the courts of Lagos State, Nigeria, unless the parties agree in writing to arbitration or another forum for a specific engagement.

16. Force Majeure

Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, including natural disasters, internet or power outages, government action, or widespread third-party platform outages, provided the affected party gives prompt notice and resumes performance as soon as reasonably possible.

17. Changes to These Terms

We may update these Terms from time to time to reflect changes in our services, technology, or legal requirements. We will update the "Last updated" date above and, for material changes affecting an active engagement, notify you by email. Continued use of this website or our services after an update constitutes acceptance of the revised Terms.

18. Severability & Entire Agreement

If any provision of these Terms is found unenforceable, the remaining provisions continue in full force. These Terms, together with any Engagement Document, constitute the entire agreement between you and us regarding their subject matter and supersede any prior discussions, unless an Engagement Document expressly states otherwise.

19. Contact Us

Questions about these Terms can be sent to hello@ruthexdigital.com or +234 800 000 0000. Our registered place of business is Lagos, Nigeria.