Section 3: Fee Structure & Value Proposition

3.1 Value-Based Fees

The Firm's commercial philosophy is a key differentiator and is hereby codified as a binding contractual term. This approach is designed to ensure that the Firm's incentives are directly aligned with the Client's success.

The Firm's professional fees are predicated on the value delivered and the strategic outcomes targeted, not on the basis of time expended (e.g., hourly rates). This philosophy ensures a complete alignment of interests between the Firm and the Client. By contractually defining this framework, the basis of the financial relationship is shifted from a transactional, time-based model to a results-oriented one. This preempts potential disputes centered on hours worked and focuses the engagement on the achievement of mutually agreed-upon objectives, thereby satisfying the Nigerian contract law principle of "certainty of terms".

3.2 Conceptual Agreement as Condition Precedent

Value can be subjective. To mitigate the risk of post-delivery disputes regarding the worth of the services rendered, the Firm mandates a formal, pre-engagement alignment process. This process ensures a consensus ad idem (a meeting of the minds) on the definition of "value" before the main obligations of the contract are activated.

All engagements are contingent upon a mutual "Conceptual Agreement" on the objectives, key performance indicators, and the value proposition of the services to be rendered. This agreement, which may be documented in a Statement of Work or other preliminary correspondence, forms an integral part of this contract and serves as a condition precedent to the full activation of the parties' obligations hereunder. This transforms a potential subjective dispute into a matter of contractual performance measured against pre-agreed metrics, making the Firm's position vastly more defensible.

Section 4: Payment, Prepayment, and International Transactions (The Treasury Protocol)

This section establishes a robust and unambiguous protocol for all financial transactions, with a particular focus on a legally sound and trustworthy prepayment and refund policy. It is designed to build client confidence by demonstrating adherence to both Nigerian financial regulations and international consumer protection standards.

4.1 Currency and Accounts

The Firm is equipped to handle international transactions and accepts payments in multiple currencies through its established banking network. The presentation of this information in a structured format signals the Firm's operational sophistication and global reach, reinforcing its premium brand positioning.

The currency of the invoice shall be determined at the sole discretion of the Firm, based on the Client's jurisdiction and the operational requirements of the engagement.

4.2 The Nigerian Prepayment Mandate

Prepayment requests can be a point of friction for clients, particularly in cross-border transactions. To mitigate this, the Firm's policy is explicitly framed within the context of national financial regulations, thereby borrowing the authority and credibility of the Central Bank of Nigeria to build trust.

4.2.1 Regulatory Context

The Firm's prepayment and refund policies are structured in accordance with the principles of fairness, transparency, and timely resolution as outlined in the Central Bank of Nigeria (CBN) "Guidelines on Operations of Electronic Payment Channels in Nigeria".

4.2.2 Definition of Prepayment

Prepayment is the advance payment of fees to secure a Client's position for a service or program to be delivered at a future date, such as the "Founding Cohort" initiative. It represents a firm commitment by the Client and a corresponding reservation of the Firm's resources and capacity for the benefit of the Client.

4.2.3 Refund Policy

To provide absolute clarity and reduce the potential for disputes, the Firm adopts a clear, tiered refund policy based on international best practices, specifically modeling its cooling-off period on the robust, pro-consumer framework of the UK's Consumer Contracts Regulations. This signals to international clients that the Firm adheres to standards they recognize and trust.

1. 14-Day Cooling-Off Period: Clients are entitled to a fourteen (14) day "cooling-off" period, commencing from the date of prepayment. A Client may cancel their engagement for any reason within this period by providing written notice to the Firm and will receive a full refund of the prepayment, less any third-party transaction processing fees.

2. Cancellation After Cooling-Off Period: If a cancellation request is received in writing after the 14-day cooling-off period but no later than thirty (30) days before the scheduled service commencement date, the Client will be entitled to a fifty percent (50%) refund of the prepayment.

3. No Refund Period: No refunds will be issued for cancellations made within thirty (30) days of the scheduled service commencement date, as the Firm's resources and personnel will have been irrevocably committed to the engagement.

4. Refund Processing Time: In adherence to the principles of timely resolution under the CBN Guidelines, approved refunds will be processed by the Firm within 48 hours of receiving the written cancellation notice. This specific, verifiable timeline provides a concrete assurance of the Firm's commitment to fair dealing.

4.3 Invoicing & Payment Due Dates

Payment is due upon receipt of the invoice, unless otherwise specified in a Statement of Work. The Firm reserves the right to suspend services for accounts that are overdue. Interest may be charged on overdue invoices at a rate permissible by law.

4.4 Taxes

All fees quoted are exclusive of any applicable taxes, including but not limited to Value Added Tax (VAT), withholding tax, or other levies. The Client is solely responsible for the payment of all such taxes as required by the laws of their jurisdiction.

Section 5: Service Delivery & Client Obligations

5.1 Delivery of Services

The Firm will deliver its services through professional and secure channels appropriate to the nature of the engagement.

• Educational Programs, including online courses, will be delivered via a secure online portal designated by the Firm. Access credentials and instructions will be provided to the Client upon successful enrollment.

• Strategic Counseling and High-Stakes Consulting services will be delivered through a combination of scheduled virtual meetings, secure digital communication channels, written reports, and other deliverables as specified in the relevant Statement of Work.

5.2 Client Responsibilities

In strategic and creative engagements, project success is a shared responsibility. A lack of timely client input is a common cause of project delays and failures. To address this, this Agreement establishes the Client's cooperation as a binding contractual obligation, thereby creating a contractual defense for the Firm against claims of non-performance arising from the Client's inaction.

The successful delivery of our services is contingent upon the Client's timely and diligent cooperation. The Client agrees to provide all necessary information, materials, and feedback as reasonably requested by the Firm. This "duty of cooperation" is a reciprocal obligation essential to the contract's performance. Delays or failures on the part of the Client to meet these obligations may result in a corresponding adjustment to project timelines and deliverables, and the Firm shall not be held liable for any such delays.

Section 6: Intellectual Property

The Firm's primary assets are its proprietary knowledge, methodologies, and creative output. This section is therefore fundamental to protecting the core value proposition that underpins the value-based fee structure. It establishes the Firm's unequivocal ownership of its intellectual property, in line with its legal mandate to manage such rights, and strictly defines the limited permissions granted to the Client.

6.1 Firm's Intellectual Property

All methodologies, frameworks, doctrines, course materials, documents, creative works, and other information provided to the Client, including but not limited to The Curator's Principle™ and The Clarity Tax™, are and shall remain the exclusive intellectual property of Mohgix Studios LTD. The Client is put on notice that these, and other proprietary concepts, are protected assets of the Firm.

6.2 Client's Limited License

Upon full and final payment of all associated fees for a given service, the Firm grants the Client a limited, non-exclusive, non-transferable, and revocable license to use the materials delivered as part of that service for their own internal business purposes only.

This license expressly prohibits the Client from copying, reproducing, distributing, sub-licensing, selling, or otherwise commercializing the Firm's intellectual property without the express prior written consent of the Firm. Any unauthorized use of the Firm's intellectual property constitutes a material breach of this Agreement and will result in the immediate termination of this license and may be subject to legal action.

Section 7: Confidentiality

7.1 Mutual Non-Disclosure

Both the Firm and the Client ("the Parties") acknowledge that in the course of the engagement, each may receive or have access to information that is proprietary or confidential to the other party ("Confidential Information"). The Parties agree to hold such Confidential Information in strict confidence and not to disclose it to any third party without the prior written consent of the disclosing party, and to use it solely for the purposes of fulfilling their obligations under this Agreement. This obligation of confidentiality shall survive the termination of this Agreement.

7.2 Data Protection and GDPR Compliance

The Firm recognizes its obligations to protect personal data, particularly when engaging with an international clientele. A simple confidentiality clause is insufficient in the modern data privacy landscape. Therefore, the Firm proactively addresses its responsibilities under the General Data Protection Regulation (GDPR), which applies when offering services to individuals in the European Union and the United Kingdom. This explicit commitment to a high standard of data protection is a mark of professional diligence and builds trust with a key client demographic.

For Clients residing in the European Union or the United Kingdom, the Firm acts as a "data controller" or "data processor" in accordance with the GDPR. The Firm is committed to processing personal data lawfully, fairly, and transparently. Personal data will only be collected for specified, explicit, and legitimate purposes ('purpose limitation') and will be limited to what is necessary for those purposes ('data minimisation').

Where personal data is transferred outside of the European Economic Area (EEA) or the United Kingdom to Nigeria, the Firm will ensure that appropriate safeguards are in place to provide an adequate level of data protection. This will be achieved through the implementation of Standard Contractual Clauses (SCCs) as approved by the European Commission, which form a binding part of the data processing agreement between the Firm and the Client.

Section 8: Limitation of Liability & Disclaimer

This section serves to manage legal and financial risk by setting reasonable and legally enforceable boundaries on the Firm's obligations and potential liabilities. The disclaimer of guarantees is a necessary legal counterbalance to the ambitious and strategic nature of the services offered, clarifying the distinction between a promise to perform a service diligently and a guarantee of a specific, uncontrollable outcome.

8.1 Disclaimer of Guarantees

The Firm is committed to delivering services of the highest professional standard. However, the Firm makes no warranty or guarantee as to specific business outcomes, profits, or results. The success of any strategy or creative work is subject to numerous factors beyond the Firm's direct control, including but not limited to market conditions, competitor actions, and the Client's own implementation of the provided strategies. The Client acknowledges that the Firm's fees are for its professional services and not for a guaranteed result.

8.2 Limitation of Liability

To the maximum extent permitted by applicable law, in no event shall the total aggregate liability of Mohgix Studios LTD, its directors, employees, or agents, arising out of or in any way related to this Agreement or the services provided hereunder, whether in contract, tort (including negligence), or otherwise, exceed the total fees paid by the Client to the Firm for the specific service from which the claim arises. The Firm shall not be liable for any indirect, consequential, special, or punitive damages, including loss of profits or business interruption.

Section 9: Governing Law & Dispute Resolution

For a Nigerian company with a global clientele, establishing legal certainty is a critical strategic decision. This section fixes the legal and judicial forum for any disputes, providing predictability and significant protection against the costs and complexities of foreign litigation.

9.1 Governing Law

This Agreement, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria, without regard to its conflict of law provisions. The choice of Nigerian law is predicated on the Firm's incorporation and primary place of business within this jurisdiction.

9.2 Exclusive Jurisdiction

The parties irrevocably agree that the courts of the Federal Capital Territory, Abuja, Nigeria shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation. This ensures any legal proceedings will be conducted in a familiar judicial system, under laws in which the Firm's counsel specializes, and in its home city, thereby reducing legal risk and potential costs.

Section 10: Term & Termination

This section defines the lifecycle of the contractual relationship, providing clear and fair pathways for its conclusion. It balances the need for commercial flexibility with the requirement for legal protection against arbitrary or unfair termination.

10.1 Term

This Agreement shall commence upon the Client's acceptance as defined in Section 1.2 and shall continue in full force and effect until the completion of the services outlined in the relevant Statement of Work, unless terminated earlier in accordance with the provisions of Section 10.2.

10.2 Termination

The Agreement provides two distinct paths for termination: one for convenience, allowing for a no-fault exit, and one for cause, which provides a protective mechanism against breaches of contract.

1. Termination for Convenience: Either party may terminate this Agreement for any reason by providing thirty (30) days' written notice to the other party. In the event of such termination, the Client shall be liable for payment for all services rendered and expenses incurred by the Firm up to the effective date of termination.

Termination for Cause: Either party may terminate this Agreement with immediate effect by providing written notice if the other party commits a material breach of any term of this Agreement and (if such breach is remediable) fails to remedy that breach within fourteen (14) days of being notified in writing to do so. A material breach includes, but is not limited to, non-payment of fees by the Client or a significant failure to meet service obligations by the Firm. This "cure period" is a standard feature of robust commercial contracts, preventing immediate termination for minor issues and providing a formal process for addressing and resolving significant breaches.

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