Terms of Use and Service

These Terms establish the conditions for using the Percepta Growth website and, where incorporated into an engagement, the baseline commercial terms for our services. They are designed to create clear accountability without replacing a signed engagement letter, master services agreement, proposal, order form or statement of work.

The commercial principle: clear scope, defined responsibilities, transparent fees, client-owned business decisions and no invented guarantees. Signed engagement terms always control the specific assignment.

If you do not agree with Part A, do not use the website. If you are considering or purchasing services, read Part B together with the proposal or other Engagement Document provided to you.

These Terms of Use and Service govern access to perceptagrowth.com and any page, form, booking experience, resource or digital service that links to them. References to Percepta Growth, we, us or our mean Percepta Advisory & Strategy Ltd. References to you mean the visitor, user or organisation on whose behalf the website is used.

By accessing or using the website, you confirm that you have read and accepted Part A. If you use the website for an organisation, you represent that you have authority to bind that organisation to Part A.

Our Privacy Policy explains how personal data is handled. Any cookie notice or preference tool applies to cookies and similar technologies. Specific resources, platforms, events or services may have additional terms.

For client services, the following order generally applies unless an Engagement Document expressly states otherwise:

A more specific written term prevails over a general term for the subject it addresses. A signed Engagement Document may replace, supplement or disapply part of these Terms.

The website is intended primarily for organisations and business professionals. You must be legally capable of entering into binding obligations in your jurisdiction. If you provide information or submit a request for another person or organisation, you confirm that you are authorised to do so.

You may access and use the website for lawful business information, evaluating our capabilities, contacting us and managing a legitimate relationship with Percepta Growth. We grant you a limited, revocable, non-exclusive and non-transferable permission to view the website for those purposes.

You must not, directly or through another person or system:

We may restrict, suspend or block access where we reasonably believe these Terms, law, security or the rights of another person are at risk.

Website content is provided for general information and business evaluation. It is not legal, tax, accounting, financial, investment, medical or other regulated professional advice. It does not create a client, fiduciary, employment, partnership or agency relationship and should not be treated as a recommendation to take or avoid a specific action.

Markets, platforms, regulations and campaign conditions change. Although we seek to keep material information current, we do not warrant that every page is complete, current, error-free or suitable for your circumstances. You remain responsible for independent verification and professional advice where appropriate.

The website and its content, including text, design, layouts, graphics, video, audio, software, code, methods, frameworks, reports, names, logos and the selection and arrangement of those elements, are owned by or licensed to Percepta Growth and are protected by intellectual-property and unfair-competition laws.

Except for temporary browser copies and a reasonable print or download for internal evaluation, you may not reproduce, modify, republish, distribute, sell, license, frame, mirror, create derivative works from or commercially exploit website content without prior written permission. No licence is granted by implication, estoppel or otherwise.

Percepta Growth, the PG mark and related branding may not be used without written approval. Third-party names and marks remain the property of their respective owners.

The website may link to or embed third-party services, including scheduling, analytics, social, advertising, payment or communications platforms. Those services are independently operated and governed by their own terms and privacy notices. A link or integration does not constitute our endorsement, warranty or control of the third party. You use third-party services at your own risk.

We may update, suspend, restrict or discontinue any part of the website without notice. We do not guarantee uninterrupted availability, compatibility with every device, preservation of submitted drafts or freedom from every harmful component. We may perform maintenance and take security measures that temporarily limit access.

Submitting a form, booking a call, sending an email or receiving a response does not require either party to enter into an engagement. A commercial relationship begins only as described in section 12.

Do not send trade secrets, sensitive personal data, regulated records or confidential creative concepts through an open website form. Unless we have agreed otherwise in writing, unsolicited ideas and materials are not treated as confidential, and we may already be developing similar concepts independently. You retain ownership of your materials but grant us permission to review and respond to the submission.

Part B applies only when it is incorporated into an Engagement Document, attached to an order, accepted through an authorised digital workflow, or provided to you before you instruct us to begin work or pay an invoice. If no such event occurs, Part B is a statement of our standard commercial position and does not by itself require either party to purchase or supply services.

An engagement is formed when both parties sign or expressly accept an Engagement Document, or when we confirm acceptance of an authorised order and begin work. Proposals and quotations may be withdrawn or revised before acceptance and expire on the date stated in them. If no expiry date is stated, a proposal remains open for 14 calendar days unless withdrawn earlier.

You represent that the person accepting the Engagement Document has authority to bind the named client entity. Purchase orders or vendor portals are administrative mechanisms only and do not add or replace legal terms unless we expressly agree in writing.

The Engagement Document should identify the services, deliverables, channels, milestones, fees, term, assumptions, dependencies and client responsibilities. Anything not expressly included is out of scope. Examples, exploratory conversations, capability descriptions and preliminary recommendations are not deliverables unless listed in the Engagement Document.

Timelines are estimates unless expressly identified as firm. They depend on timely access, accurate inputs, approvals, platform availability and third-party performance. A missed dependency may require a revised schedule, scope or fee.

We will perform the services with reasonable professional skill and care, in material accordance with the Engagement Document and applicable law governing our performance. We may use methods, tools and workflows we consider appropriate, provided they remain consistent with agreed requirements and restrictions.

Percepta Growth operates through engagement teams assembled from vetted specialists selected for the capabilities, sector context and seniority required by the brief. Experts may include strategists, media buyers, analysts, creatives, conversion specialists, developers and other professionals.

We remain responsible for coordinating the services we contract to provide. We may engage experts, subcontractors, affiliates and service providers and will impose appropriate confidentiality, data-protection and security obligations. Unless the Engagement Document guarantees a named individual, team composition may change to protect continuity, quality, availability or specialist fit.

During an engagement and for 12 months after it ends, a client must not knowingly bypass Percepta Growth to engage directly an expert first introduced solely through Percepta Growth for substantially similar services without our written consent. This restriction does not apply where the client proves a documented pre-existing relationship or where law does not permit the restriction. A direct hire or transfer may be agreed through a reasonable conversion arrangement stated in the Engagement Document.

The client will provide timely cooperation, decisions, access and accurate information reasonably required for delivery. In particular, the client is responsible for:

We may rely on client-provided information without independent verification unless verification is expressly included in scope. We are not liable for delay, rework, rejection or loss caused by inaccurate inputs, late decisions or unauthorised instructions.

The client will identify authorised contacts. We may rely on instructions and approvals that reasonably appear to come from those contacts. Approval confirms that the client has reviewed the relevant material for commercial, factual, legal, brand and regulatory requirements within its responsibility.

Silence is not approval unless the Engagement Document expressly states otherwise. If approval is delayed, we may move the timeline, reallocate reserved capacity, pause work or issue a change request. Urgent instructions may be accepted at our discretion and may carry additional cost or risk.

Either party may propose a change. A change becomes binding when authorised in writing, including by email, and should describe the revised scope, timing, fees and dependencies. We are not required to begin changed or additional work before commercial approval.

Minor operational adjustments that do not materially alter scope may be managed within the engagement. Repeated revisions, new channels, compressed timelines or material input changes may require a change order.

Each party will notify the other of a material delay. Where a delay is caused by the client, a platform or another dependency outside our reasonable control, we may revise dates, reschedule resources and invoice work performed or committed costs. We will use reasonable efforts to limit avoidable impact but are not responsible for the underlying third-party delay.

Fees, billing stages and payment dates are stated in the Engagement Document or invoice. If no payment date is specified, invoices are due within 7 calendar days. Retainers and reserved-capacity fees are normally billed in advance; project fees may be billed in advance or by milestone.

Amounts are exclusive of applicable taxes, levies, duties, bank charges, payment-processing costs and currency-conversion costs unless expressly stated otherwise. The client must pay invoices without deduction, withholding or set-off except where law requires it. If a withholding is legally required, the client will provide official evidence and cooperate on available relief.

Media spend is separate from our professional fees. Unless the Engagement Document states otherwise, the client pays advertising platforms and other vendors directly and remains responsible for account balances, taxes, credit limits, invalid traffic adjustments and platform charges.

Where we incur an approved third-party cost on the client's behalf, the client will fund it in advance or reimburse it as stated in the Engagement Document. Third-party commitments, media reservations, production costs and licence fees may be non-cancellable and non-refundable once ordered.

If an undisputed amount is overdue, we may charge interest at the lower of 1.5 percent per month and the maximum lawful rate, together with reasonable recovery costs. After reasonable notice, we may suspend services, withhold delivery or revoke access until the account is brought current. Suspension does not remove the obligation to pay for completed work, reserved capacity or committed third-party costs.

A good-faith invoice dispute must be raised promptly with sufficient detail. The undisputed portion remains payable. The parties will work in good faith to resolve the disputed portion.

Advance payments and deposits secure capacity and may be applied to planning, onboarding, research and reserved resources. They are refundable only to the extent stated in the Engagement Document or required by law. Cancellation does not entitle the client to a refund for work performed, capacity reasonably reserved, non-recoverable costs or commitments already made.

25.1 Client materials — The client retains ownership of materials, data, trademarks, accounts and intellectual property it provides. The client grants us and our authorised experts a worldwide, non-exclusive, royalty-free licence for the engagement term to use, adapt, host, reproduce and transmit those materials only as reasonably needed to deliver the services and meet legal obligations.

25.2 Final bespoke deliverables — Ownership or licensing of final deliverables is governed by the Engagement Document. If it is silent, then upon full payment the client owns the final bespoke deliverables created solely for that client, excluding Agency Materials, third-party materials, working files, unused concepts, tools and underlying know-how.

25.3 Agency Materials — We retain all rights in materials, methods, templates, prompts, frameworks, processes, software, code libraries, models, tools, research, know-how and generic improvements owned or developed independently of the client-specific final deliverables. To the extent Agency Materials are embedded in a paid final deliverable, we grant the client a perpetual, worldwide, non-exclusive, royalty-free licence to use them only as part of that deliverable for the client's business purposes.

25.4 Third-party materials and working files — Stock assets, fonts, music, data, software, platform components and other third-party materials remain subject to their own licence terms, usage limits and fees. The client is responsible for continuing licences after the engagement where required. Source files, editable working files, raw production materials, media plans, internal notes and rejected concepts are included only if the Engagement Document expressly says so.

25.5 Publicity and case studies — We will not publicly identify the client, display its logo or publish confidential results as a case study without written approval. Approval may specify the content, channels, duration and any anonymisation required. General, aggregated and de-identified learning may be used where it does not reveal the client or confidential information.

Each party will protect confidential information received from the other using at least reasonable care, use it only for the engagement and disclose it only to people who need it and are bound by appropriate obligations. Confidential information includes non-public business, financial, technical, strategic, customer, campaign, pricing and security information that is marked confidential or should reasonably be understood as confidential.

Confidentiality does not cover information the receiving party can demonstrate was lawfully known without restriction, becomes public without breach, is independently developed without use of the information or is lawfully received from another source. A legally required disclosure may be made after giving notice where permitted and limiting disclosure to what is required.

These obligations continue for 3 years after disclosure, except trade secrets and personal data, which remain protected for as long as applicable law or their nature requires. A separate non-disclosure agreement prevails if it provides stronger or more specific protection.

Each party will comply with applicable privacy and data-protection law for its role. Our Privacy Policy governs our controller activities. Where we process personal data on the client's documented instructions, the parties will enter into an appropriate data processing agreement where required.

The client is responsible for lawful collection, notices, consents, audience permissions, suppression lists and instructions for client-controlled data unless the Engagement Document assigns a responsibility to us. We may use subprocessors and international-transfer safeguards as described in the applicable data terms.

Each party will maintain security appropriate to the data and systems it controls. The client will provide individual, least-privilege access where reasonably possible and must not send passwords through insecure channels. We may require multifactor authentication, approved transfer methods, access logs or removal of shared credentials.

A suspected security incident affecting the engagement must be reported promptly. The parties will cooperate on containment, investigation, recovery and legally required notification. Neither party may make a public statement naming the other without prior consultation unless law requires it.

We may use approved artificial-intelligence and automation tools to support research, analysis, drafting, creative exploration, workflow, quality assurance and reporting. We apply human oversight appropriate to the risk, minimise confidential and personal data, and use provider controls and contractual safeguards where appropriate.

Material AI restrictions, approved-provider lists or prohibitions must be agreed before the relevant work begins. We do not guarantee that AI-assisted output will be unique or free from every similarity, and final output remains subject to professional review, client approval and any third-party rights identified in the Engagement Document.

Advertising, search, social, commerce, analytics, CRM, email, hosting and payment platforms are independently controlled. Their algorithms, policies, pricing, inventory, attribution, moderation, uptime, account decisions and data availability may change without notice.

We do not guarantee platform approval, uninterrupted access, account recovery, placement, reach, delivery, tracking completeness or freedom from invalid traffic. We will use reasonable professional efforts within scope, but the client remains bound by platform terms and responsible for account ownership, payment methods and final platform-level permissions.

Marketing outcomes depend on factors beyond our control, including the offer, pricing, product quality, margins, inventory, sales process, client response times, competition, market conditions, tracking, platform behaviour and budget. We do not guarantee revenue, return on ad spend, cost per acquisition, lead volume, ranking, conversion rate, funding, approval or any other commercial result.

Forecasts, benchmarks, targets and selected outcomes are planning tools, not promises. Reported attribution may rely on platform or client data and is subject to measurement windows, model assumptions, consent settings, data loss and technical limitations. The client remains responsible for business decisions and investment levels.

Clients in financial services, fintech, health-related, legal, employment, housing, education, political or other regulated sectors must disclose material restrictions before work begins and provide required legal or compliance approvals. We may require enhanced review, restricted audience criteria, substantiation, disclaimers, geographic limitations or specialist counsel.

We may reject or pause instructions that appear unlawful, deceptive, discriminatory, unsafe, unsubstantiated or inconsistent with platform policy. We do not make regulated eligibility, credit, insurance, medical, legal or employment decisions on the client's behalf unless expressly agreed and lawfully governed.

Each party warrants that it has authority to enter into the engagement and will comply with laws applicable to its own performance. We warrant that services will be performed with reasonable professional skill and care. The client's exclusive remedy for a proven breach of this service warranty is, at our option, reasonable re-performance of the affected service or a proportionate refund of the fees paid for that affected service.

Except for express commitments in an Engagement Document and warranties that cannot legally be excluded, the website, services and deliverables are provided as available. We disclaim implied warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, uninterrupted availability and results.

To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, punitive or consequential loss, or for loss of profit, revenue, opportunity, goodwill, anticipated savings, business interruption or data, whether in contract, tort, negligence, statute or otherwise, even if the possibility was known.

For website use where no paid service relationship exists, our aggregate liability arising from Part A is limited to USD 100. For services, our aggregate liability arising from an affected engagement is limited to the professional fees paid or payable to us under the affected Engagement Document during the 6 months before the event giving rise to the claim. Advertising spend, taxes and third-party costs are excluded from that calculation.

Nothing in these Terms excludes or limits liability for fraud, fraudulent misrepresentation, wilful misconduct, death or personal injury caused by negligence, or another liability that law does not permit to be excluded or limited. Liability will be reduced to the extent the loss was caused or increased by the claimant's act, omission or failure to mitigate.

The client will defend, indemnify and hold harmless Percepta Growth, its legal operator and authorised experts from third-party claims, losses and reasonable costs arising from client materials, client products or services, unauthorised or unlawful instructions, unsubstantiated claims, infringement by client-supplied content, missing permissions or the client's breach of law, platform terms or the Engagement Document. This does not apply to the extent caused by our breach or misconduct.

If a third party claims that a final bespoke deliverable created solely by us infringes its intellectual property, we may at our option modify or replace the affected element, obtain a right of use or refund the professional fee paid for that element. This protection does not apply to client materials, third-party materials, client instructions, unapproved use, combination with other materials or modifications not made by us. The client must notify us promptly and allow us reasonable control of the response.

The term and any minimum commitment are stated in the Engagement Document. If an ongoing engagement has no stated notice period, either party may terminate it on 30 days' written notice. Either party may terminate for a material breach that is not cured within 10 business days after written notice, or immediately where the breach cannot be cured.

We may suspend or terminate immediately where continuing would be unlawful, unsafe, materially harmful to reputation or security, or where the client becomes insolvent, repeatedly fails to cooperate or fails to pay an undisputed amount after notice. Termination of one statement of work does not automatically terminate another unless stated.

On termination, the client will pay fees for work performed, approved time, reserved capacity, non-cancellable commitments and expenses incurred through the effective date. Each party will return or delete confidential information and personal data as required by the Engagement Document, data processing agreement and law.

Rights dependent on full payment arise only after all applicable amounts are paid. Terms concerning payment, intellectual property, confidentiality, data, liability, indemnity, dispute resolution and any provision intended by nature to survive will continue after termination.

Neither party is liable for delay or failure, other than payment obligations already due, caused by events beyond its reasonable control, including widespread network or platform failure, cyberattack not caused by its breach, power or communications outage, natural disaster, epidemic, labour disruption, civil disorder, war, terrorism, government action, sanctions or supplier failure that could not reasonably be avoided.

The affected party will notify the other, use reasonable efforts to reduce impact and resume performance. If the event materially prevents performance for more than 30 consecutive days, either party may terminate the affected service on written notice, subject to payment for work and commitments already made.

Each party will comply with applicable anti-bribery, anti-corruption, sanctions, export-control, anti-money-laundering, modern-slavery and competition laws relevant to its performance. Neither party will offer, request or accept an improper payment or benefit in connection with an engagement.

We may perform proportionate client, payment or sanctions checks and may decline or suspend work where a legal or serious integrity risk cannot be resolved. The client must not use our services to facilitate unlawful surveillance, discrimination, fraud, deception, sanctions evasion or rights abuse.

Before starting formal proceedings, a party will give written notice describing the dispute and requested resolution. Operational representatives will attempt in good faith to resolve it. If unresolved after 10 business days, either party may refer it to a senior decision-maker. This process does not prevent urgent injunctive relief, preservation of rights or recovery of an undisputed overdue amount.

These Terms and any non-contractual obligation arising from them are governed by the laws of the Federal Republic of Nigeria, without regard to conflict-of-law rules. Unless an Engagement Document provides a different dispute mechanism, the courts of competent jurisdiction in Nigeria have exclusive jurisdiction. Mandatory rights or jurisdiction rules that cannot lawfully be excluded remain unaffected.

Operational notices may be sent by email to the authorised contacts. A formal legal notice must be in writing and sent to the address or email stated in the Engagement Document, with a copy to hello@perceptagrowth.com using the subject line Legal or Contract Notice. Electronic signatures, click acceptance and counterparts may be used to the extent permitted by law.

The client may not assign an engagement without our prior written consent, not to be unreasonably withheld. We may assign it to an affiliate, successor or purchaser of the relevant business and may subcontract performance as described in these Terms, while remaining responsible for our contractual obligations unless the parties agree otherwise.

The parties are independent contractors. Nothing creates an employment, fiduciary, franchise, joint-venture, partnership or general agency relationship. Neither party may bind the other or make commitments on the other's behalf except as expressly authorised in writing.

The applicable Engagement Documents and incorporated policies form the entire agreement for their subject matter and replace prior proposals, discussions and representations. Each party acknowledges that it has not relied on a statement not recorded in the agreement, without limiting liability for fraud. Changes must be agreed in writing by authorised representatives, except that we may update Part A as described in section 50.

If a provision is invalid or unenforceable, it will be modified to the minimum extent necessary or severed, and the remaining provisions continue in effect. A delay or failure to exercise a right is not a waiver. A waiver applies only to the specific instance stated in writing.

Except for persons expressly protected by an indemnity or liability provision, no person who is not a party has a right to enforce these Terms. The parties may amend or end an engagement without the consent of any third party.

Headings are for convenience and do not limit meaning. Including and similar words are illustrative, not exhaustive. A reference to writing includes email and approved electronic workflows. Singular includes plural where the context requires. If these Terms are translated, the English version controls to the extent permitted by law.

We may update Part A to reflect changes in the website, law, security or business practices. The effective and last-updated dates will be revised. Continued website use after an update means the revised Part A applies from that date. A material change to Part B does not amend an existing engagement unless the parties agree or the existing Engagement Document expressly permits the update.

Questions about these Terms, contract notices and rights-clearance requests may be sent to:

This summary clarifies the standard allocation of responsibilities. A specific Engagement Document may adjust it.