Rafiki Works LTD – Agency Terms of Service

Effective date: 23 January 2026

1. Company Information

Rafiki Works LTD
Registered Address: 86–90 Paul Street, London, United Kingdom, EC2A 4NE
Company Type: Private Limited Company

Rafiki Works LTD (“Rafiki”, “we”, “us”, or “our”) provides professional agency and consultancy services.

2. Acceptance of Terms

These Terms of Service (“Terms”) govern your engagement of Rafiki for agency, consultancy, and professional services (the “Services”).

By:

• signing a proposal, statement of work (“SOW”), or contract,
• paying an invoice,
• or otherwise engaging Rafiki,

you agree to be bound by these Terms.
If you do not agree, you must not engage Rafiki’s Services.

3. Scope of Services

Rafiki operates as a creative, product, engineering, and growth agency, providing services that may include (but are not limited to):

• Brand strategy and identity
• Website and digital product design
• Software and platform development
• AI-enabled tools and automation
• Marketing, PR, SEO, SEM, and growth services
• Content strategy and production
• Project-based and retainer-based delivery
• Access to vetted contractors and specialists engaged by Rafiki

The exact scope, timeline, deliverables, and fees will be defined in a separate proposal, SOW, or written agreement, which forms part of these Terms.

4. Fees, Pricing and Payment

4.1 Fees

Clients agree to pay all fees as set out in the applicable proposal, SOW, or invoice, which may include:

• Fixed project fees
• Monthly retainers
• Usage-based or milestone-based fees
• Success-based or performance-linked fees (where agreed)

Unless otherwise stated, all fees are exclusive of VAT or applicable taxes, which will be added where required by law.

4.2 Payment Responsibility

The client is solely responsible for payment of all Rafiki invoices, regardless of:

• whether work is performed by Rafiki employees, contractors, or partners;
• whether third-party tools or specialists are involved.

Invoices are payable within the timeframe stated on the invoice. Late payments may result in:

• suspension of services;
• delayed delivery;
• or termination of the engagement.

5. Use of Contractors and Third Parties

Rafiki may engage:

• contractors,
• freelancers,
• specialist partners,
• or third-party service providers

to deliver part or all of the Services.

Rafiki remains responsible to the client for delivery of the agreed Services, but:

• contractors are not employees of the client;
• Rafiki is not responsible for third-party tools or platforms outside its control;
• third-party terms may apply to software, hosting, or services selected by the client.

6. Payments Infrastructure (Petl Pay)

Where payment, invoicing, or payout tooling is referenced or made available:

• such functionality is operated under Petl Pay, a separate product
• Petl Pay is 100% owned by Rafiki Works LTD
• Petl Pay operates under its own Terms of Service

Rafiki does not act as a bank, payment institution, or financial intermediary under these agency Terms.

Clients are not required to use Petl Pay unless expressly agreed in writing.

7. Client Responsibilities

The client agrees to:

• provide timely access to information, assets, and approvals;
• ensure all content supplied is accurate and lawful;
• comply with applicable laws and regulations;
• appoint a decision-maker for approvals and sign-off.

Delays caused by the client may:

• extend timelines;
• increase costs;
• or require a revised scope or fee.

8. Intellectual Property

8.1 Pre-Existing IP

Each party retains ownership of any intellectual property created prior to the engagement.

8.2 Work Product

Unless otherwise agreed in writing:

• upon full payment of all fees, the client receives a licence to use the final deliverables for their intended business purpose;
• Rafiki retains ownership of underlying methodologies, frameworks, tools, templates, and know-how.

8.3 Portfolio Use

Rafiki may reference the client’s name, logo, and high-level description of work in:

• portfolios,
• case studies,
• marketing materials,

unless the client requests otherwise in writing.

9. Confidentiality

Both parties agree to keep confidential any non-public information disclosed during the engagement, except where disclosure is required by law or permitted in writing.

10. No Guarantees

Rafiki does not guarantee:

• specific commercial outcomes;
• revenue, funding, SEO rankings, or growth metrics;
• third-party platform performance;
• uninterrupted availability of tools or services.

All Services are provided on a best-efforts professional basis.

11. Disclaimers

The Services are provided “as is” and “as available”.

Nothing provided by Rafiki constitutes:

• legal advice,
• tax advice,
• financial advice,
• investment advice.

Clients should seek independent professional advice where required.

12. Limitation of Liability

To the maximum extent permitted by law:

• Rafiki is not liable for indirect, incidental, or consequential damages;
• Rafiki’s total liability is capped at the fees paid by the client to Rafiki in the preceding 12 months;
• Rafiki is not liable for:
  
  • third-party tools or platforms,
  • client-supplied content,
  • business decisions made by the client,
  • delays caused by client action or inaction.

13. Indemnity

The client agrees to indemnify and hold harmless Rafiki from any claim arising from:

• breach of these Terms;
• misuse of deliverables;
• unlawful or infringing client-supplied materials;
• violation of applicable laws.

14. Termination

Either party may terminate an engagement:

• in accordance with the applicable SOW or contract;
• immediately for material breach;
• where required by law.

Fees for work completed up to termination remain payable.

15. Governing Law

These Terms are governed by the laws of England and Wales.

The courts of England and Wales have exclusive jurisdiction.

16. Changes to These Terms

Rafiki may update these Terms from time to time.
The latest version will be published on our website.

Continued engagement constitutes acceptance.

17. Contact

For questions regarding these Terms:

nick@rafiki.works

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