Terms of Service

1.1 About Code & Clause Legal

Welcome to Code & Clause Legal ("Code & Clause," "we," "us," or "our"), a registered legal consultancy and advisory practice operated by Code and Clause LTD, with its registered office in Nigeria. We offer professional legal services and strategic advisory tailored to the needs of technology companies, startups, founders, and tech-enabled businesses.

Our services include, but are not limited to, contract drafting and negotiation, regulatory and compliance advisory, licensing and permit support, preparation of investor-related legal documentation, and ongoing general counsel services. All services are delivered in accordance with applicable legal and ethical standards, and are designed to align with the operational realities of our clients' businesses.

Our services are delivered through our professional legal team and, where applicable, via our digital client interface and resources (collectively referred to as the "Platform").

1.2 Purpose of These Terms

These Terms of Service (these "Service Terms") constitute a legally binding agreement between you (the "Client," "you," or "your") and Code & Clause Legal, and govern your access to and use of the Platform, as well as any legal services, document deliverables, templates, consultations, or ongoing support provided by us (collectively, the "Services").

These Terms apply to all forms of engagement with us, whether on a one-off project basis, via quick-order legal documents, or through a retainer agreement. By using the Platform or engaging our Services, you agree to comply with these Terms and all related policies referenced herein.

1.3 Acceptance of Terms

By accessing the Platform, requesting a quote, scheduling a consultation, making payment, or otherwise engaging with our legal Services, you acknowledge that you have read, understood, and agreed to be bound by these Terms. If you are acting on behalf of a company, startup, or legal entity, you represent that you have the authority to bind that entity to these Terms.

If you do not agree to these Terms in full, you must not engage our Services or use the Platform. Certain Services may be subject to additional terms, and those will be incorporated by reference where applicable.

3.1 Legal Services We Offer

Code & Clause Legal provides modern, tech-focused legal support tailored to the unique needs of startups, scale-ups, and emerging technology ventures. Our services are built to align with the pace, challenges, and innovation cycles of fast-moving businesses. We assist with corporate structuring, legal strategy, compliance, contracts, and risk mitigation from pre-launch to scale.

Our consulting services include entity formation, founder and shareholder agreements, employment classification, IP protection, and general legal advisory. We also deliver custom-drafted legal documents on demand through our Quick-Order Legal Docs service making it easier for founders to access quality contracts without the burden of traditional hourly billing.

We assist with contract drafting and legal document review across a wide range of use cases, including NDAs, software licensing agreements, service level agreements (SLAs), employee and contractor agreements, and investor documentation. Our lawyers ensure that each document reflects your business model, regulatory environment, and growth stage.

3.2 Compliance, Licensing & Fundraising Support

Our legal team supports startups in meeting regulatory obligations and navigating complex compliance landscapes. We assist with data privacy (NDPR, GDPR, CCPA), product and platform licensing (CBN, NITDA, FCCPC, SEC), fintech sandbox applications, and ongoing regulatory compliance. Whether you're launching in Nigeria, across Africa, or globally, we help mitigate legal and reputational risks early.

For fundraising, Code & Clause provides founders with investor-ready legal documentation and strategic advisory throughout the capital-raising process. This includes drafting or reviewing term sheets, SAFE or convertible note agreements, cap tables, and investor consents. We also prepare legal due diligence checklists and help you respond to investor and regulator requests with confidence.

3.3 Retainer and Ongoing Legal Support

For startups seeking consistent legal support, we offer flexible monthly or quarterly retainer plans that give clients direct access to a dedicated startup lawyer. These plans include priority contract reviews, proactive compliance monitoring, red-flag reporting, and annual legal audits. Retainer clients receive discounted services, ongoing strategic legal input, and access to startup-specific templates from our Clause Library (when launched).

Our goal is to provide the legal infrastructure you need to scale without the bureaucracy or inflated costs of traditional firms. Whether you're drafting a new investor agreement, applying for a regulatory license, or preparing for M&A, Code & Clause is your legal ally.

4.1 Booking Calls

To begin working with Code & Clause Legal, clients are encouraged to schedule a call through our Site. During this initial consultation, we assess your legal needs, understand the stage and nature of your business, and provide guidance on suitable services. Booking a call does not create an attorney-client relationship, but it allows us to identify how we can support your goals effectively.

4.2 Quote and Payment

Following the discovery call, we will issue a service recommendation and fee quote tailored to your specific legal requirements. Fees may be quoted on a flat-rate, milestone-based, or retainer basis, depending on the nature and scope of the work and agreement during the call or email. Once the quote is accepted, clients are required to make payment through our approved payment channels before service delivery begins. No legal services will be rendered without confirmation of payment, unless otherwise agreed in writing.

4.3 Service Delivery Model

Upon receipt of payment, our legal team will initiate work in accordance with the agreed scope and timeline. We aim to deliver founder-friendly legal services that are clear, actionable, and aligned with your growth stage. Where applicable, drafts and deliverables will be shared for your review and input before finalization. Our delivery process emphasizes clarity, speed, and legal precision, with a focus on startup realities, scale and investor-readiness.

4.4 Communication Channels

We communicate with clients primarily through email, scheduled video calls, and instant messaging tools where agreed. All official communication will be conducted via contact details you provide at onboarding. You agree to promptly respond to our communications and provide any information or documentation reasonably required to complete your legal service. Urgent or time-sensitive requests should be flagged accordingly, and while we strive to be responsive, Code & Clause does not guarantee 24/7 availability unless expressly provided under a retainer agreement.

5.1 Who Our Client Is

For the purposes of these Terms, the term "Client" refers to the individual founder, business entity, startup, or authorized representative who engages Code & Clause Legal for services. Where services are requested on behalf of a company, the person initiating contact represents and warrants that they have the legal authority to bind the company to these Terms. Unless otherwise agreed in writing, we are not engaged to advise shareholders, employees, investors, or affiliates of the Client.

5.2 Accuracy of Information Provided

The Client agrees to provide true, complete, and accurate information when interacting with Code & Clause Legal, whether during onboarding, discovery calls, or document preparation. The Client also agrees to promptly notify us of any changes to this information that may affect the scope or accuracy of the services being delivered. We shall not be responsible for errors, delays, or legal risks arising from inaccurate, incomplete, or misleading information provided by the Client.

5.3 Timely Cooperation

In order for Code & Clause Legal to deliver services efficiently, the Client agrees to cooperate in good faith and respond promptly to all reasonable requests for information, feedback, or documentation. Delays in communication, late submissions, or failure to engage with draft reviews may impact turnaround times and limit the quality or applicability of the deliverables. Where delays occur due to the Client's inaction, we reserve the right to adjust timelines, reschedule engagements, or, in certain cases, close out the file.

5.4 Use of Deliverables

All legal documents, advice, or materials delivered by Code & Clause Legal are intended solely for the Client's internal use, in the context for which they were provided. The Client agrees not to reuse, resell, or distribute these deliverables to third parties without our express written permission. Use of deliverables outside the intended scope such as adapting investor documents for other companies or repurposing contracts for unrelated ventures may violate intellectual property rights and professional ethics. We disclaim all liability for misuse, unauthorized modification, or unapproved replication of our work product.

6.1 Pricing Structure

Code & Clause Legal offers flexible pricing models to accommodate the unique needs of startups and technology businesses. Our services may be billed as one-off flat fees for clearly scoped deliverables or as part of a retainer plan for ongoing legal support. One-off services are priced per engagement and must be paid in full before commencement unless otherwise agreed. Retainer plans may be structured monthly, quarterly, or annually, depending on the scope of services and level of access required. All pricing will be communicated to the Client in writing and is deemed accepted once payment is made.

6.2 Refund Policy

Refund requests must be made in writing within seven (7) days of the payment date and will be reviewed on a case-by-case basis. Refunds are not applicable where work has already commenced, documents have been delivered, or delays arise from the Client's inaction, incomplete responses, or failure to cooperate. In the event of a valid refund, Code & Clause Legal reserves the right to deduct reasonable administrative or processing costs.

6.3 Invoicing and Payment Channels

Invoices will be issued electronically and will include a clear breakdown of services, applicable fees, and payment instructions. Payments must be made using the official payment channels listed in the invoice or communicated by an authorized representative of Code & Clause Legal. We accept bank transfers, payment links, and other approved digital payment solutions. Payments must be made in full and within the stated timeframe for services to proceed. Failure to make timely payment may result in suspension or cancellation of services.

7.1 Ownership of Legal Work Products

Unless otherwise agreed in writing, all legal documents, templates, strategies, advice, frameworks, and other materials ("Work Product") prepared by Code & Clause Legal in the course of providing services remain the intellectual property of Code & Clause Legal until full payment is received.

Upon full and final payment, the Client is granted a limited, non-exclusive, non-transferable right to use the Work Product solely for its internal business purposes, in accordance with the context for which it was provided. Work Products do not constitute bespoke legal opinions unless explicitly stated, and no ownership rights are transferred beyond the limited license described above.

7.2 Clause Library Access and Usage

Clients on an active retainer plan may be granted access to Code & Clause Legal's Clause Library or internal template resources ("Clause Library"), subject to availability and applicable access terms. Access is limited to the duration of the retainer and is provided for internal reference and drafting purposes only.

Clause Library materials may not be publicly distributed, resold, used to train automated systems, or integrated into any commercial legal product or service without our prior written consent. Code & Clause Legal reserves the right to revoke access at any time if misuse is suspected or if the client breaches any material provision of these Terms.

7.3 Restrictions on Reuse

Work Products and Clause Library content may not be adapted or repurposed for other companies, entities, or unrelated projects. Any unauthorized copying, modification, or distribution of our intellectual property may result in legal action and/or termination of services. To protect the integrity and value of our legal materials, all reuse or redistribution must be expressly approved in writing by Code & Clause Legal.

8.1 Mutual Obligations

Both Code & Clause Legal and the Client agree to maintain strict confidentiality regarding all non-public, sensitive, or proprietary information exchanged in the course of providing or receiving services ("Confidential Information"). This includes, but is not limited to, product documents, white papers, business plans, financial data, legal strategies, technical documents, client lists, and internal policies.

Each party agrees to use Confidential Information solely for the purpose of fulfilling its obligations under these Terms and shall take reasonable steps to prevent its unauthorised disclosure to third parties. This duty of confidentiality shall survive the termination or expiration of the engagement between the parties, and remains enforceable unless otherwise required by law, regulation, or valid legal order.

8.2 NDAs and Privileged Communication

Where a non-disclosure agreement (NDA) is in place, its terms shall apply in addition to but not in conflict with this confidentiality clause. If no NDA is separately executed, these Terms shall serve as the governing agreement regarding confidentiality.

Communications between the Client and Code & Clause Legal that involve the provision of legal advice may be protected by legal professional privilege or attorney-client confidentiality, to the extent applicable under Nigerian law or relevant jurisdictional standards. However, the existence of a privileged relationship is not guaranteed in all circumstances, especially where services are rendered in a consultancy or non-litigation context.

9.1 Scope of Legal Engagement

Code & Clause Legal provide legal consulting, document drafting, compliance support, and strategic advisory services tailored to startups and technology businesses. While these services are delivered by qualified legal professionals, engaging with our Site, accessing our Clause Library, or receiving general informational content does not automatically create an attorney-client relationship between you and Code & Clause Legal.

Any information provided on the Site, via blog content, webinars, downloadable resources, or through preliminary consultations is offered for informational purposes only and should not be construed as formal legal advice or the basis for making legal decisions without independent counsel.

9.2 When a Formal Attorney-Client Relationship is Formed

A formal attorney-client relationship between you and Code & Clause Legal is only established when:

Without satisfying all of these conditions, no confidential or privileged relationship exists between you and Code & Clause Legal. We reserve the right to decline any engagement that creates a conflict of interest or falls outside our practice areas.

10.1 Service Delivery & Professional Negligence

Code & Clause Legal delivers services with reasonable skill, care, and diligence, consistent with the standards expected of legal professionals in a consultancy and advisory capacity. However, we do not warrant that the Services will be error-free, uninterrupted, or suitable for every specific business situation, jurisdiction, or regulatory environment.

While we make every effort to ensure that our legal documents and guidance are accurate and up to date, the Client acknowledges that the success of legal outcomes also depends on various external factors beyond our control, including changes in law, third-party enforcement decisions, regulator actions, and the Client's own business decisions.

10.2 Cap on Damages

In no event shall the total liability of Code & Clause Legal, whether in contract, tort (including negligence), equity, or otherwise, exceed the total amount paid by the Client to us for the specific service giving rise to the claim, in the twelve (12) months preceding the event that triggered the liability.

This limitation applies collectively to all claims, liabilities, and causes of action, regardless of the number of claims made or the number of services rendered. Nothing in these Terms excludes liability for fraud, willful misconduct, or other liabilities that cannot lawfully be limited or excluded under applicable law.

11.1 Use of Calendly, Email, WhatsApp, and Related Tools

As part of our service delivery and communication process, Code & Clause Legal may use third-party tools and platforms such as Calendly (for scheduling consultations), WhatsApp (for informal communication), email providers (for service-related correspondence), and other cloud-based or web-enabled applications. By engaging with us, you acknowledge and consent to the use of such tools for non-confidential scheduling, coordination, and communications purposes.

While we take reasonable precautions when selecting and using these platforms, you understand and agree that these tools are not controlled by Code & Clause Legal and may be governed by their own terms of service and privacy policies. You are responsible for reviewing those third-party terms before using any tool at your discretion.

11.2 No Warranty for Third-Party Platforms

Code & Clause Legal makes no representations or warranties, express or implied, regarding the reliability, availability, security, or performance of any third-party platform used in connection with our Services. We do not control, and are not responsible for, any service outages, data losses, breaches, or other liabilities arising from the use or failure of any such tools. Your reliance on third-party services is at your own risk, and we shall not be liable for any direct or indirect loss, inconvenience, or harm resulting from your use of or your inability to access those platforms in the context of receiving legal services from us.

12.1 Misuse of Services

You agree to use the Site and Services of Code & Clause Legal solely for lawful and legitimate business purposes, and in accordance with these Terms. You must not misuse, abuse, or exploit our Services in any way that may impair, interfere with, or compromise the delivery of legal support to you or to other clients. Any use of our Site, communication channels, or documents in a manner inconsistent with the intended purpose of our Services is strictly prohibited.

Misuse includes, but is not limited to, providing false information, attempting to circumvent payment for services, duplicating or redistributing proprietary documents without consent, or engaging with our team under misleading pretenses.

12.2 Prohibited Activities

You must not engage in any activity that, in our sole discretion:

We reserve the right to suspend or terminate your access to our Services without notice if you engage in any prohibited conduct or violate these Terms. Legal remedies may also be pursued where misuse results in harm to our business, intellectual property, or clients.

13.1 When and How We May Update Terms

We reserve the right to amend, update, or replace any part of these Terms at our sole discretion. When material changes are made, we will provide notice by updating the "Last Updated" date at the top of the Terms and, where appropriate, by sending email notifications or displaying a notice on the Site.

Unless a change is required immediately by law, security, or urgent operational need, updates will take effect no earlier than fourteen (14) calendar days from the date of notice. Your continued use of the Site or our Services after such changes become effective constitutes your acceptance of the revised Terms. If you do not agree to the new Terms, you must discontinue all use of the Site and Services before the changes take effect.

14.1 Termination by Either Party

Either party may terminate the engagement or access to Code & Clause Legal's Services at any time, with or without cause, by providing written notice to the other party. For clients on a one-off project basis, termination will be effective once written notice is received and acknowledged. For clients on a retainer plan, termination will take effect at the end of the current billing cycle unless otherwise agreed in writing.

Code & Clause Legal reserves the right to suspend or terminate your access to the Site or Services immediately and without prior notice if:

14.2 Effect of Termination on Deliverables

Upon termination, Code & Clause Legal will, where applicable, deliver any completed or partially completed work that was paid for prior to termination, provided the Client has cooperated and supplied all necessary information. We are under no obligation to continue working on pending deliverables or to complete partially developed materials unless otherwise agreed and paid for.

If termination occurs before work has begun or before a deliverable is materially completed, we may, at our discretion, issue a partial refund or credit after deducting any reasonable administrative costs or time already spent. Termination does not affect any rights or obligations that, by their nature, should survive termination, including but not limited to confidentiality, intellectual property rights, limitation of liability, and dispute resolution provisions.

15.1 Governing Law

These Terms, and any dispute arising out of or in connection with them or the Services provided by Code & Clause Legal, shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria, without regard to its conflict of laws principles. Any interpretation of rights, obligations, or disputes between the parties shall be subject to Nigerian law, regardless of the Client's location.

15.2 Dispute Resolution

In the event of any dispute, claim, or controversy arising out of or in connection with these Terms or the Services provided, the parties agree to first attempt to resolve the matter through good-faith negotiation. If such efforts fail, the dispute shall be referred to mediation, and if unresolved after fifteen (15) business days, to binding arbitration conducted in Lagos, Nigeria, under the rules of the Lagos Court of Arbitration (LCA) or any similar institution mutually agreed upon by both parties.

The arbitration shall be conducted in English by a single arbitrator appointed in accordance with the relevant rules. Each party shall bear its own legal costs, except as otherwise determined by the arbitrator. The award rendered by the arbitrator shall be final and binding on the parties and may be enforced in any court of competent jurisdiction.

15.3 No Class Actions or Jury Trial

To the fullest extent permitted by law, you agree to resolve any dispute with Code & Clause Legal on an individual basis only, and not as a claimant or class member in any purported class or representative proceeding. You further waive any right to a trial by jury.

16.1 NDPR/GDPR Compliance Statement

Code & Clause Legal is committed to protecting your privacy and handling your data responsibly. We comply with applicable data protection laws, including the Nigeria Data Protection Regulation (NDPR) and, where applicable, the General Data Protection Regulation (GDPR) of the European Union. We process personal data lawfully, fairly, and transparently, and only for purposes that are compatible with the services we provide. We implement administrative, technical, and organizational safeguards to ensure the confidentiality, integrity, and availability of your data, especially where legal, financial, or sensitive information is involved in the course of our work.

16.2 Use of Personal Data

When you engage with our Site or Services, we may collect and process personal data such as your name, contact information, business details, service preferences, and communications. This information is used to:

• Deliver and improve our Services;
• Communicate with you about your project or inquiry;
• Comply with our legal and regulatory obligations;
• Respond to support requests and resolve disputes;
• Send relevant legal updates or content (where you have opted in).

We do not sell your data. Any sharing of personal data with third-party service providers (e.g., payment processors, scheduling tools) is done only as necessary to perform the service and in accordance with applicable law and our Privacy Policy. By using the Site or submitting information to us, you consent to the collection and processing of your data as described.

21.1 Disclaimer

The services and materials provided by Code & Clause Legal are intended for general legal consultancy and information purposes only. While we strive to offer accurate and up-to-date legal support tailored to startups and technology ventures, our Services are not a substitute for formal litigation representation, in-court advocacy, or jurisdiction-specific legal advice unless expressly stated and contracted.

We make no warranties, express or implied, about the suitability or legal sufficiency of any document, template, clause, or recommendation for your particular use case. Clients are encouraged to seek jurisdiction-specific advice where required.

21.2 Copyright & IP Policy

All content made available on the Site including written text, legal templates, branding, design elements, clause structures, and proprietary documentation, is the intellectual property of Code & Clause Legal or its licensors and is protected under Nigerian and international copyright and intellectual property laws.

Unauthorized copying, redistribution, adaptation, or commercial use of our intellectual property is strictly prohibited. We reserve the right to take legal action against infringement, including DMCA-style takedown notices, cease-and-desist letters, or civil proceedings.

If you believe your copyrighted work has been used or published on our Site in a way that constitutes infringement, please contact us promptly at hello@codeclauselegal.com with details.

21.3 Terms of Use Reference

Use of this Site is also governed by our Terms of Use, which apply to all visitors, regardless of whether a legal service is purchased. By accessing or browsing our Site, you agree to comply with those Terms in addition to this Terms of Service agreement (if applicable).

21.4 Quick Links

For your convenience, the following policies are incorporated by reference and apply alongside these Terms:

These policies explain how we handle your data, your rights as a user or client, and our responsibilities as a service provider.