Terms of Service
Clear, fair terms written in plain language. By engaging our services, you agree to these terms — so please take a moment to read them.
Plain English Commitment: We've written these terms to be read by real people. Every clause is explained in straightforward language. If something is unclear, please ask before agreeing.
Ask a question →What we do, how we scope projects, and what's included in each engagement.
How invoicing works, payment schedules, late fees, and refund conditions.
Who owns the work, when rights transfer, and how confidentiality is protected.
What we need from you to deliver great work on time and on budget.
Our warranties, the limits of our liability, and how disputes are resolved.
How either party can end an engagement, and what happens to work in progress.
What you may and may not do with our services and website content.
How to reach us with concerns, and our approach to resolving disagreements.
Key definitions
Throughout these Terms of Service, the following terms have the meanings set out below.
Agreeing to these terms
By accessing our website, submitting an enquiry, signing a Project Proposal, paying a deposit, or using any of our services, you confirm that you have read, understood, and agree to be bound by these Terms of Service and our Privacy Policy.
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. If you do not have such authority, or if you do not agree with these terms, you must not use our services.
Age requirement: You must be at least 18 years of age to engage our services. By proceeding, you confirm that you meet this requirement.
What we offer
Whispering Codes offers two main categories of creative services. All services are delivered remotely, and the specific scope of each engagement is defined in a written Proposal before work begins.
Ghostwriting, developmental editing, line and copy editing, proofreading, manuscript formatting, book cover design, and publishing strategy and support.
Custom WordPress design and development, WooCommerce and e-commerce solutions, SEO optimisation, website copywriting, branding, and ongoing maintenance.
Service descriptions
All service descriptions on our website are for informational purposes only. The exact deliverables, timelines, and terms for your Project will be set out in your individual Proposal. We reserve the right to decline any project at our discretion, without being required to give a reason.
Subcontractors: We may engage trusted freelance collaborators to assist with specific Projects. All collaborators are bound by the same confidentiality and quality standards as our core team. We remain fully responsible for all work delivered under our name.
How a project begins
We follow a consistent process for every client engagement to ensure clarity, alignment, and quality from the very first conversation.
Fees, invoices & payments
Pricing
All prices are quoted in the currency specified in your Proposal (typically USD or NGN). Prices are exclusive of any applicable taxes unless stated otherwise. We reserve the right to adjust our standard pricing at any time; however, once a Proposal is signed, the agreed price is fixed for that Project.
Payment schedule
| Payment | When Due | Amount |
|---|---|---|
| Deposit | Upon signing the Proposal / before work begins | 50% of total project fee (non-refundable) |
| Interim Payment | At agreed milestone (if applicable) | As specified in your Proposal |
| Final Balance | Upon completion and approval of final Deliverable | Remaining balance of total fee |
Late payments
Invoices are due within the timeframe stated on the invoice (typically 7 business days). Late payments may result in work being paused until payment is received. We reserve the right to charge interest on overdue amounts at a rate of 2% per month, calculated from the due date.
Refunds
The deposit is non-refundable. It covers the time invested in discovery, proposal preparation, research, and schedule allocation. If you cancel a Project after commencement, you are liable for payment of all work completed up to the date of cancellation, which may exceed the deposit already paid. Refunds on amounts beyond the deposit are considered on a case-by-case basis at our sole discretion.
Accepted payment methods
Who owns the work
Ownership before full payment
All Deliverables, including manuscripts, designs, code, and written content, remain the intellectual property of Whispering Codes until full payment has been received. You may not publish, reproduce, distribute, or commercially exploit any Deliverable until payment is complete.
Ownership after full payment
Upon receipt of full payment, all intellectual property rights in the Deliverables produced specifically for your Project are assigned to you. You will own the final work outright, with no ongoing royalties or usage restrictions.
Ghostwriting: For ghostwriting engagements, you will be listed as the sole author. We waive any claim to moral rights or authorship credit. We maintain strict confidentiality and will not disclose your project without your written permission.
Our retained rights
- We retain the right to use general skills, knowledge, and techniques developed during your Project for future clients.
- We retain ownership of any pre-existing tools, frameworks, templates, or code libraries incorporated into your Deliverables. You receive a perpetual, royalty-free licence to use these elements as part of the final Deliverable.
- Unless you request otherwise in writing, we may include a brief, discreet credit on websites we design (e.g. "Designed by Whispering Codes"). You may request removal of this credit at any time.
- We may request your permission to feature the Project in our portfolio. We will never do so without your explicit written consent.
Client-supplied content
You warrant that any content, images, data, or materials you supply to us do not infringe any third-party intellectual property rights. You indemnify us against any claims arising from content you have supplied.
Keeping your work private
We treat all client information with the highest degree of discretion. This is especially important for ghostwriting clients, whose projects are inherently confidential in nature.
- We will not disclose your project, its content, or your identity as a client to any third party without your express written permission.
- All team members and collaborators working on your Project are bound by confidentiality obligations equivalent to those in these terms.
- If you require a formal Non-Disclosure Agreement (NDA), please request one before the Project commences. We are happy to sign a mutual NDA at no additional charge.
- These confidentiality obligations survive the termination of your engagement for a period of five (5) years.
Exceptions: Confidentiality does not apply to information that is already publicly available, that we independently developed without reference to your information, or that we are legally required to disclose by a court or regulatory authority.
What we need from you
Great work is always a collaboration. To enable us to deliver on time and to the highest standard, we ask that you:
- Provide all required information, content, access credentials, and materials promptly and accurately at the start of the Project, and as requested during the engagement.
- Respond to review requests, questions, and feedback checkpoints within the agreed timeframes. A delay in your response may result in a corresponding delay in delivery, which we will not be liable for.
- Ensure that any content, materials, or instructions you provide to us are accurate, complete, lawful, and do not infringe the rights of any third party.
- Nominate a single point of contact for the Project to avoid conflicting instructions.
- Keep us informed of any changes to your requirements, timeline, or business context that may affect the Project scope.
- Maintain regular access to email or our agreed communication channel throughout the Project.
Client delays: If your Project is delayed by more than 30 days due to your non-responsiveness or failure to provide required materials, we reserve the right to pause the Project, reassign that time to other clients, and restart work at the next available slot in our schedule. Additional fees may apply to restart a paused Project.
Revisions & scope changes
Included revisions
Each Project Proposal specifies the number of revision rounds included. A "revision round" means one consolidated set of feedback submitted at a single time. We ask that you gather all feedback into one document before submitting it, rather than sending individual comments in multiple messages.
Additional revisions
Revisions requested beyond the agreed number of rounds will be quoted and billed at our current hourly or day rate, as communicated to you in advance. We will never carry out additional work without your written approval of the associated cost.
Scope changes
Scope creep: Any changes to the original agreed scope — including new features, additional pages, new chapters, significant direction changes, or expanded deliverables — constitute a scope change. We will issue a Change Order detailing the additional cost and timeline impact. Work on the change will not begin until the Change Order is approved and, if appropriate, a further deposit is received.
Final approval
Once you have provided written sign-off on a final Deliverable, that version is considered accepted. Any subsequent changes will be treated as a new scope of work and billed accordingly.
What we guarantee
Our warranties to you
- We will perform all services with reasonable care, skill, and diligence.
- Our Deliverables will be our original work and, to the best of our knowledge, will not infringe any third-party intellectual property rights.
- We will communicate honestly and transparently about the progress of your Project, including any challenges or delays.
- We will not use your confidential information for any purpose other than delivering your Project.
What we cannot guarantee
- Publishing outcomes: We make no warranty that a manuscript we edit or ghostwrite will secure a publishing deal, achieve bestseller status, or be accepted by any specific platform.
- Search engine rankings: We make no warranty that SEO work will result in specific rankings, traffic levels, or business outcomes. Search engine algorithms are outside our control.
- Sales or revenue: We make no warranty that a website, book, or marketing campaign will generate specific sales, leads, or revenue.
- Third-party platforms: We cannot be responsible for changes in WordPress, WooCommerce, Amazon KDP, or any other third-party platform that affect your Deliverables after handover.
All other warranties, conditions, and representations not expressly stated in these terms are excluded to the fullest extent permitted by applicable law.
Limits of liability
To the maximum extent permitted by applicable law, Whispering Codes shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profit, loss of revenue, loss of data, loss of business opportunity, or reputational harm, arising out of or in connection with our services.
Liability cap: In any event, our total aggregate liability to you for any claim arising out of or related to a specific Project shall not exceed the total fees paid by you for that Project in the twelve (12) months preceding the event giving rise to the claim.
Indemnification
You agree to indemnify, defend, and hold harmless Whispering Codes, its founder, team members, and collaborators from any claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising from:
- Your breach of these Terms of Service
- Your use of our Deliverables in a manner inconsistent with our agreement
- Any content, materials, or instructions you have supplied to us
- Your infringement of any third-party rights
- Any unlawful activity conducted by you in connection with our services
Ending an engagement
Termination by you
You may terminate a Project at any time by providing written notice to us. Upon termination:
- The deposit is non-refundable under all circumstances.
- You will be invoiced for all work completed up to the date notice is received, calculated on a pro-rata or time-and-materials basis as appropriate.
- Any outstanding invoices become immediately payable upon termination.
- Ownership of partial Deliverables remains with Whispering Codes until all outstanding payments are settled.
Termination by us
We reserve the right to terminate or suspend a Project immediately if:
- You breach any material term of these Terms of Service or your Project Proposal
- A payment remains outstanding for more than 14 days after its due date
- You engage in abusive, threatening, or harassing behaviour towards any member of our team
- You request that we produce content that is illegal, defamatory, or otherwise harmful
- Continuing the engagement would, in our reasonable opinion, cause us legal, reputational, or ethical harm
In the event of termination by us due to your breach, we reserve the right to retain any amounts already paid as compensation for losses incurred, and to pursue payment for work completed.
Acceptable use
By using our website and services, you agree not to:
- Use our services for any unlawful purpose, including creating content that defames, harasses, or incites violence against any person or group
- Commission content that plagiarises or infringes the intellectual property rights of a third party
- Misrepresent your identity, authority, or the intended use of our services at the time of engagement
- Attempt to gain unauthorised access to any part of our systems, files, or communications
- Use any automated system to scrape, harvest, or extract content from our website
- Reproduce, sell, or sublicense our website content without prior written consent
- Use our services to create spam, phishing content, or deceptive communications
- Engage in any conduct that could damage our reputation or the reputation of our team
Content standards: We reserve the right to refuse any Project that we, in our sole discretion, consider to be harmful, exploitative, hateful, or contrary to our values. This includes but is not limited to content that is discriminatory, promotes illegal activity, or targets vulnerable individuals.
Governing law & disputes
These Terms of Service are governed by and construed in accordance with the laws of the Federal Republic of Nigeria. Any disputes arising from or in connection with these terms or your use of our services shall be subject to the exclusive jurisdiction of the courts of Nigeria.
Dispute resolution — our preference
Before resorting to formal legal proceedings, we strongly encourage both parties to attempt to resolve any dispute through direct, good-faith communication. Most misunderstandings can be resolved quickly with an honest conversation. Please email us at whisperingcodes@gmail.com in the first instance.
For international clients
If you are based outside Nigeria and your local consumer protection laws provide you with additional rights that cannot be waived by contract, those rights are not affected by these terms. These terms do not exclude any rights you have under applicable mandatory local law.
When these terms change
We may update these Terms of Service from time to time to reflect changes in our services, business practices, or applicable law. When we make material changes, we will:
- Update the "Last Updated" date at the top of this page
- Post a notice on our website for a reasonable period
- Notify active clients by email of any changes that materially affect ongoing engagements
Your continued use of our website or services after the effective date of updated terms constitutes your acceptance of those terms. We encourage you to review this page periodically. Previous versions of these terms are available on request.
Get in touch
If you have any questions about these Terms of Service, or if you would like to discuss how a specific clause applies to your situation, please contact us before proceeding. We are always happy to clarify.
Whispering Codes Legal
All contractual and legal enquiries are handled personally by Maryam Garba. We aim to respond to all enquiries within 2 business days.