Terms of Service

Terms of Service and Master Service Agreement

Savannah Communications Limited (SCOMM)
Effective Date: January 2023
Jurisdiction: Republic of Ghana

1. Preamble, Legal Binding Nature, and Scope of Agreement

1.1. Explicit Acceptance and Binding Authority

This exhaustive Terms of Service (hereinafter referred to as the “ToS” or “Agreement”) constitutes a legally binding contract between Savannah Communications Limited (hereinafter “SCOMM,” “We,” “Us,” or “Our”), a duly registered corporate entity operating within the Republic of Ghana, and the individual, corporate organization, bilateral institution, or multinational entity (hereinafter “Client,” “User,” or “You”) accessing our digital platforms, engaging our consultancy services, or utilizing our production facilities.

By initiating any formal engagement with SCOMM, signing a Statement of Work (SoW), or utilizing our digital infrastructure, you unequivocally consent to be bound by the stipulations contained herein. The mechanical or digital act of clicking “Accept,” signing a service contract, or remitting payment for invoices constitutes an irrevocable acknowledgment that you have read, comprehended, and agreed to these terms in their entirety, compliant with the electronic signature provisions set forth in the Electronic Transactions Act, 2008 (Act 772) of Ghana.

1.2. Rationale for Exhaustive Terms

The necessity for this deeply detailed framework arises from the multifaceted and high-stakes nature of SCOMM’s operations. Because our interventions directly impact corporate branding, community livelihoods, and public reputation, this Agreement ensures absolute clarity regarding the allocation of risk, the scope of intellectual property rights, and the exact parameters of our operational liabilities.

 

2. Delineation of Services and Operational Scope

SCOMM’s operational portfolio is categorized into distinct service pillars. The specific rules governing the delivery of each pillar are detailed below:

2.1. Strategic Communications and Reputation Management

We provide proprietary guidelines and policy frameworks aimed at internal and external branding, alongside interventions designed to foster a positive image for individuals, corporate organizations, and associations.

  • The “How”: SCOMM executes this by conducting rigorous market audits, drafting crisis management protocols, and deploying targeted messaging across legacy and digital media.
  • The “Why”: Reputation is an intangible, volatile asset. Therefore, while SCOMM guarantees the professional deployment of strategic interventions, the ultimate shift in public sentiment cannot be strictly guaranteed due to the unpredictable nature of third-party public reception.

2.2. Partnerships and Implementation of Development Interventions

SCOMM collaborates directly with Bilateral and Multinational Organizations to harness localized skills and expertise. Our focus encompasses community development, community mobilization and animation, and agribusiness.

  • Client Obligations in Interventions: When Clients engage SCOMM for community interventions contributing to global goals, the Client is strictly obligated to ensure all project funding is derived from lawful sources and that the intervention objectives do not contravene Ghanaian statutory laws or local customary regulations.

2.3. Development of Communication Materials

Our material development is rooted in creativity, professionalism, and the utilization of modern, relevant production equipment to yield high-fidelity output.

  • Asset Provision: Clients are required to provide all baseline assets (e.g., brand logos, foundational text, proprietary data) necessary for SCOMM to initiate the creative process. Delay in providing these assets directly tolls our delivery timelines.
  • Revision Cycles: Unless explicitly stated in a bespoke SoW, all communication materials are subject to a maximum of two (2) consolidated revision cycles. Exhaustive changes requested beyond these cycles will incur supplementary hourly billing.

2.4. Stakeholders and Media Management

We offer tailored and targeted services designed to manage both the public and specifically targeted audiences.

  • Platform Compliance: SCOMM utilizes various third-party media platforms (e.g., social media networks, broadcast syndicators) to manage stakeholders. Clients must therefore simultaneously adhere to the Terms of Service of those respective third-party platforms. SCOMM accepts no liability if a third-party platform penalizes or restricts a Client’s account due to changes in the platform’s proprietary algorithms or policies.

2.5. Training and Facilitation

SCOMM delivers rehearsed methods relating to capacity building and development across communications, media, and development interventions.

  • Intellectual Property of Curricula: All training modules, presentation slides, facilitation frameworks, and rehearsal methodologies deployed during these sessions remain the exclusive intellectual property of SCOMM. Clients are granted a limited license to consume the material for internal capacity building, but are strictly prohibited from reselling or independently distributing SCOMM’s proprietary curricula.

3. Intellectual Property Rights and Licensing Architecture

3.1. SCOMM’s Retained Intellectual Property

All methodologies, strategic templates, proprietary software configurations, community animation frameworks, and raw production files (e.g., unedited video footage, layered design files) generated by SCOMM prior to or during the execution of a contract remain the exclusive, undisputed intellectual property of SCOMM.

3.2. Client License Grant (The Deliverables)

Upon full and final remittance of all financial obligations associated with a specific project, SCOMM grants the Client a perpetual, non-exclusive, non-transferable, worldwide license to utilize the final, flattened deliverables (e.g., the final exported video, the final strategic PDF, the published press release) for the explicitly agreed-upon purpose.

3.3. The “Why” Behind IP Restrictions

This strict delineation ensures that SCOMM retains the right to utilize our foundational frameworks, baseline codes, and raw creative techniques for future clients, preventing any single entity from monopolizing our core operational tools while still receiving the bespoke final product they commissioned.

4. Financial Obligations, Invoicing, and Remittance

4.1. Structuring of Fees

Fees for SCOMM’s services are determined exclusively via formal, written proposals or SoWs. SCOMM reserves the right to employ fixed-project billing, hourly consulting rates, or monthly retainers depending on the nature of the engagement.

4.2. Payment Schedules and Penalties

  • Advance Remittance: SCOMM mandates a non-refundable mobilization fee (typically 50% of the total project cost) prior to the commencement of any material development, community mobilization, or strategic communication deployment. This secures the required modern production equipment and allocates human capital.
  • Late Payment Triggers: Invoices are strictly payable within fourteen (14) calendar days of issuance. Balances remaining unsettled beyond this cure period will automatically accrue a late penalty fee of 2.5% per month, compounding monthly, to offset the opportunity cost and administrative burden of debt recovery.

5. Representations, Warranties, and Disclaimers

5.1. Mutual Representations

Both SCOMM and the Client represent and warrant that they possess the full corporate power, legal authority, and statutory right to enter into this Agreement and to fulfill their respective obligations without violating any other existing legal commitments.

5.2. Explicit Disclaimers of Guaranteed Outcomes

While SCOMM operates strictly under the principles of professional diligence, creative excellence, and rehearsed methodological precision, WE EXPRESSLY DISCLAIM ANY GUARANTEE OF SPECIFIC QUANTITATIVE OUTCOMES.

  • The “Why”: The fields of public relations, community development, and agribusiness are heavily influenced by exogenous variables—including macroeconomic shifts, severe weather events, changing social algorithms, and independent media editorial decisions. Consequently, SCOMM cannot and does not warrant specific returns on investment, exact increases in brand equity, or the prevention of all reputational damage.

6. Indemnification Framework

6.1. Client Indemnification of SCOMM

The Client agrees to completely indemnify, defend, and hold harmless SCOMM, its directors, employees, facilitators, and affiliated multinational partners from any claims, damages, liabilities, costs, and expenses (including exhaustive legal fees) arising directly or indirectly from:

  1. Material Breach: The Client’s failure to abide by any clause within this Agreement.
  2. Intellectual Property Infringement: Claims that any baseline materials, logos, or data provided by the Client to SCOMM for use in communication materials infringe upon the copyrights, trademarks, or patents of a third party.
  3. Regulatory Violations: The Client’s failure to acquire necessary governmental permits for community interventions or agribusiness initiatives they have directed SCOMM to execute.

7. Term, Suspension, and Termination Protocols

7.1. Mechanisms for Termination

  • Termination for Convenience: Either party may terminate a monthly retainer agreement by providing thirty (30) days exhaustive written notice. However, fixed-fee projects may only be terminated upon mutual agreement, at which point the Client is liable for all pro-rated work completed up to the exact hour of termination.
  • Termination for Cause: SCOMM reserves the unilateral right to immediately suspend or terminate services without notice if the Client engages in illegal activities, requests SCOMM to violate the Data Protection Act (Act 843), fails to remit payment within 30 days of the due date, or acts in a manner that fundamentally threatens the safety or reputation of SCOMM personnel during field interventions.

7.2. Post-Termination Obligations

Upon termination, the Client must immediately cease all use of SCOMM’s proprietary training materials and unpaid deliverables. SCOMM will facilitate the secure transfer of the Client’s raw data back to the Client in accordance with our Data Privacy and Protection Policy, subject to the settlement of all outstanding invoices.

8. Governing Law, Dispute Resolution, and Arbitration

8.1. Governing Jurisdiction

This comprehensive Agreement, and any non-contractual obligations arising out of or in connection with it, shall be governed by, construed, and enforced strictly in accordance with the substantive and procedural laws of the Republic of Ghana.

8.2. Escalation and Arbitration Mandate

  • Good Faith Negotiation: In the event of any dispute, controversy, or claim arising from this Agreement, the parties mandate that executive representatives from both organizations shall first attempt to resolve the matter through formal, good-faith negotiation within a period of twenty-one (21) days.
  • Binding Arbitration: If the dispute remains unresolved, it shall be referred to and finally resolved by binding arbitration under the rules of the Ghana Arbitration Centre. The seat of the arbitration shall be Accra, Ghana. The proceedings shall be conducted entirely in the English language.
  • The “Why”: Arbitration provides a confidential, highly specialized, and expeditious venue for resolving complex corporate communication and intellectual property disputes, bypassing the severe delays often associated with traditional litigation while maintaining the integrity of SCOMM’s proprietary methodologies.