Nigeria’s National Information and Communication Technology Policy, 2012, (the “ICT Policy”) acknowledged that “the software industry is a multi-billion dollar industry and Nigeria can benefit tremendously from developing its own domestic software industry to create applications for all aspect of human endeavours. The objectives of the ICT Policy include to position Nigeria as a leader in software development where software industry becomes a major contributor to national wealth, while, its strategies aim at ensuring that locally developed software meet international standards as well as to provide incentives and initiatives that will significantly increase the number of software developers, as at year 2017, ended.
Indeed, the number of software developers (the “developer”) has increased, while how significantly indigenous developers meet international standards, is perhaps, a matter yet to be justified. We know that financial technology created employment and contributed to our national wealth – we are also aware of the e-banking fraud complaints in the financial sector, which has nearly overwhelmed regulators and operators.
Jidaw.com reports that “obvious opportunities for the local software industry are in specialized application development markets such as producing software for accounting, legal, banking, financial services, personnel, payroll, information management, games. There are local software developers doing well but as a whole the software industry needs to move faster than it is doing at present” (https://www.jidaw.com/nigeria/nigeriasoftware.html ).
It is not within the scope of this article to lament the apparent lack of policy sustainability that characterized the Nigerian Software Development Initiative (“NSDI”), a federal government project that aimed at developing Nigeria’s software industry. – NIRA (Nigeria Internet registration Council) is merely an entity registered with corporate affairs commission pursuant to the order of the Nigerian President, to manage Nigeria’s Country Code Top Level Domain.
NITDA (Nigerian Information Technology Development Agency) acknowledges on its website, that its mandate is diverse and vast. The vastness and diverseness of its mandate renders NITDA, nearly, incapable of realizing the rich fruits that NSDI would have produced, had NITDA Act diligently incorporated NSDI’s clear mandates into it.
In this article website development or web design will include a website redesign contract, building of mobile applications or API (application programming interface), redesign of mobile applications or API, registration of domain name and 3rd party registration such as google console or google business page, search engine optimization (SEO) that include input of metadata and key phrases for each web page (the “web design contract”).
Negotiating a web design contract in Nigeria could be tedious, given the availability of freelance developer that may promise a friendly design as well as a well laid-out backend of the website. Some developers are generally experts in design and programming and, claim authority on any website related issues that include optimizing a web site on the search engine – which is nearly as specialized as your industry is, in all respect.
Business prudence requires that a website design contract, be fairly documented to reduce misunderstandings that may result because of lack of clarity on key issues such as website frames, project milestones, ownership of final web design, warranties, security features, and payment plans.
It is important to agree on the template or what is commonly referred to as Frame. You may use a conventional (free) templates or purchasable templates – conventional templates limit your design of your home page and other web pages. Generally, freelance web developers may not differentiate, thereby, denying you the opportunity to enjoy a preference and a better value.
In engaging a web developer, you may consider a modular web development or fixed specifications, modular web development allows you to view work progress daily or weekly while fixed specifications will allow the web developer to walk you through the final design, prior to your approval – modular web development seems to allow better project management.
It is important to clarify what happens in the event of delays – unreasonable delays – that could be frequent. We propose that liquidated damages at named daily amount be applied for each delay until remedied. You should also retain a right to deduct all such liquidated damages from any payments due to the developer.
We recommend that you seek to reserve rights to terminate the contract in the event of repeated unreasonable delays with clear provisions on refund of actual payment or a proportion of it, return of work done together with well documented codes – although it may not be very useful to another developer, it may be an encouragement for the developer to meet deliverables.
Developer’s deliverables may depend on how simple or complex your web design is. Deliverables would include the final web design when accessible to public, well documented codes or source codes, and clear manual that should include how to navigate the back-end, if any.
A confidentiality obligation depends on the complexity or content of the web design. It may be important to bind the developer to confidentiality, non-circumvention and noncompete obligations. Closely related to noncompete is copyright of content that may include images and contents, especially, if you may purchase images at iStock photos or other royalty free images.
To avoid copyrights claims whether on images or 3rd party application or plug-ins, the web developer should indemnify you against related losses. Determine who owns intellectual property rights over the website or any aspect of the finished product, whether the developer or yourself. Oftentimes, developers, imbed links on home pages with claims to powered by – a term that suggest sponsorship amongst other acts of ownership while meaning to advertise. We recommend, you reserve the rights to allow the developer to embed its link only on satisfactory deliverables and, no more.
Payment schedules should be tied to agreed milestones including the rights to withhold payments or deduct liquidated damages. Your contract should include clear conditions on post web development support services and what durations, with accurate timelines as well as developer’s undertaking to address all arising complaints for a minimum of 3 (three) months on completion date.
Ensure you extract a warranty from the developer that should include that the final website should be fit for your purpose with a very reduced load-time.
Should your web design include e-commerce and actual payment, you may independently shop for duly licenced PSSs (payment solutions service) provider that may include a PSSP (payment system service provider) and, depending on your transaction volumes, a PSTP (payment system terminal provider) who do not operate as make-shift white-labelling models. If your website is likely to record higher volumes of e-payment, you should ensure a tripartite agreement with your PSSs, MMO (mobile money operators) and yourself – this is because post June, 2021, PSSs will no longer, validly, hold customers’ funds.
Generally, we do not think that force majeure event can apply to web development services in Nigeria, in spite of varying unforeseeable events. You should extract from the web developer a timeline on when to purchase domain name, type of domain to purchase and, where to host your website. Depending on the complexity of your website, it may be advisable not to host your website on sub-host – another form of white-labelling that results from our lack of ICT infrastructure in Nigeria.
Your contract should include registration of your domain name on search engines, such as google and others. To optimize your website, depending on your industry or sector, you may write metadata and key phrases yourself or engage experts that may include the digital marketers to improve on your SEO and update or input open graph metadata.
It is important to agree on who bears costs for certificates such as SSL or other specialized certificates for software security. The bandwidth and storage size to be purchased or other details such as imbedding social media handles on the web page, should form part of the web design specifications.
In conclusion, we think that consistent with business prudence, a fair and just understanding of expectations may not guaranty all deliverables, but it offers you peace of mind and comfort, and a liquidated damage, is like a herdsman’s long stick against an unwieldy developer, in Nigeria.
