Terms of Engagement

Effective Date: October 1, 2026
Last Updated: October 4, 2026
Operating Entity: SA (SA Multimedia Consultancy)
Founder & Creative Principal: Selom Afatsiawo
Primary Digital Presence: selom.me
Official Communications: info@selom.me | +233 (0) 244 676 101
Jurisdiction: Republic of Ghana

1. Structure & Governing Framework

These Terms of Engagement (“Terms”, “Agreement”) establish the contractual, operational, and intellectual property framework governing all professional services provided by SA (SA Multimedia Consultancy) (“SA”, “the Studio”, “we”, “us”, or “our”), under the leadership of Selom Afatsiawo, to the client entity (“Client”, “you”, or “your”) identified in an accompanying Statement of Work (“SOW”), Project Proposal, Estimate, or Service Level Agreement (“SLA”).

By signing an SOW, paying a mobilization deposit, or authorizing the commencement of work in writing, the Client agrees to be unconditionally bound by these Terms. In the event of an explicit conflict between these Terms and an executed SOW, the specific terms of the executed SOW shall prevail solely to the extent of that specific conflict.

2. Professional Services Suite

SA provides multidisciplinary consulting and production services spanning three core disciplines:

Strategic Brand Identity & Systems Design: Visual brand architecture, corporate identity systems, brand guideline documentation, typographic hierarchy design, design tokens, and comprehensive collateral design.
Intelligent Web Engineering & Digital Architecture: Bespoke web application development, headless CMS integration, static site generation, responsive bento-grid user interfaces, edge hosting deployment, domain infrastructure configuration, and performance optimization.
Broadcast-Grade Cinematography & Media Production: Commercial video production, documentary storytelling, aerial (UAV/drone) cinematography, high-fidelity color grading (DaVinci Resolve color science pipeline), kinetic motion graphics, and audio mastering.
Senior Creative & Systems Advisory: Creative direction, brand audits, technology stack evaluation, and high-level strategy for commercial enterprises, international non-governmental organizations (including UNICEF, Oxfam, and bilateral development bodies), and public institutions.

3. Project Methodology & Milestone Approvals

To ensure architectural precision, predictable delivery, and uncompromising quality, studio engagements operate across three mandatory sequential phases:

┌─────────────────────────────────────────────────────────────────────────────┐
|                        SA THREE-PHASE DELIVERY CYCLE                        |
├───────────────────────┬──────────────────────────┬──────────────────────────┤
│ Phase 1: Discovery    │ Phase 2: Production      │ Phase 3: Handover        │
│ & Strategic Direction │ & Technical Engineering  │ & Deployment             │
├───────────────────────┼──────────────────────────┼──────────────────────────┤
│ • Creative Brief      │ • Bespoke Development    │ • Pre-launch QA & Audit  │
│ • Systems Audit       │ • Interactive Prototypes │ • Master File Packaging  │
│ • Moodboards / Roots  │ • Production Shooting    │ • Live Edge Deployment   │
│ • Milestone 1 Signoff │ • Color Grade & Cut      │ • Final Handover Signoff │
└───────────────────────┴──────────────────────────┴──────────────────────────┘

3.1 Phase 1 — Discovery & Strategic Direction

Execution: Exploration of brand objectives, audience demographics, technical prerequisites, architectural specs, visual inspiration, and creative narrative.
Deliverable: Creative Brief, Technical Specification, or Moodboard/Concept Deck.
Approval Milestone: Client provides formal written approval (via email or digital signature). Approval locks the foundational scope and permits mobilization into production.

3.2 Phase 2 — Production & Technical Engineering

Execution: Full-stack coding, asset drafting, graphic asset styling, cinematography field production, sound design, editing, and DaVinci Resolve color grading.
Deliverable: Working staging web build, alpha/beta video cuts, or comprehensive brand collateral drafts.
Approval Milestone: Client provides formal written approval of the final staging build, mastered cut, or brand system.

3.3 Phase 3 — Handover, Deployment & Closeout

Execution: Final quality assurance, cross-browser performance testing, live DNS routing, CMS credentials transfer, and high-resolution master asset delivery.
Deliverable: Live production deployment, production-ready vector assets, and mastered 4K/UHD video files.
Approval Milestone: Final acceptance sign-off confirming that all agreed deliverables under the SOW have been satisfactorily delivered.

3.4 Strict Sequential Gating

Work on a subsequent phase will not commence until the preceding milestone has been formally approved in writing and all associated milestone financial obligations have been satisfied. Re-opening structural choices settled in a previously approved phase will be treated as out-of-scope under Section 6.

4. Financial Terms, Mobilization & Payment Schedules

4.1 Fee Structure & Currency

Professional fees are defined in the project SOW and quoted in United States Dollars (USD), Ghana Cedis (GHS), Euros (EUR), or Pounds Sterling (GBP) as agreed.
Unless explicitly stated otherwise in the SOW, standard project engagements adhere to the following milestone disbursement schedule:
- 50% Mobilization Deposit: Due upon contract execution and strictly required prior to studio scheduling, discovery kickoff, or field production mobilization.
- 25% Midpoint Milestone Payment: Due upon Client approval of Phase 2 deliverables (e.g., presentation of the functional staging web prototype or picture-lock video cut).
- 25% Final Handover Balance: Due upon completion of final review and strictly prior to live domain pointing, production DNS cutover, release of unwatermarked master video exports, transfer of Git repositories, or delivery of master vector packages.

4.2 Invoicing & Payment Terms

Standard Commercial Terms: Invoices are payable within fourteen (14) calendar days of issuance (“Net 14”).
Institutional & Multilateral Partners: For verified international multilateral partners and development organizations (e.g., UNICEF, Oxfam), payment terms may be extended to Net 30 upon mutual written agreement in the SOW.
Late Settlement Penalty: Outstanding amounts past due date incur a late fee of 2.0% per month (or the maximum statutory rate permitted under Ghanaian law), calculated daily from the due date until full settlement.
Remittance Expenses & Wire Deductions: All bank wire transfer fees, intermediary banking charges, currency conversion spreads, and merchant transaction fees are the exclusive responsibility of the Client. Invoices must be received in full without unauthorized deductions.

4.3 Statutory Tax Compliance (Ghana & Cross-Border)

Domestic Transactions: Where applicable, invoices issued within Ghana are subject to statutory levies including Value Added Tax (VAT), National Health Insurance Levy (NHIL), Ghana Education Trust Fund (GETFund), and COVID-19 Health Recovery Levy, in conformity with Ghana Revenue Authority (GRA) directives.
Withholding Tax (WHT): Where corporate or institutional clients are legally mandated to deduct Withholding Tax under Ghanaian tax legislation, the Client must furnish an official GRA Withholding Tax Credit Certificate to SA within thirty (30) calendar days of payment. Failure to furnish authentic credit certificates leaves the gross invoice amount due and enforceable.

5. Intellectual Property, Rights Allocation & Studio Retained Assets

The division of intellectual property is clear, equitable, and protective of both the Client’s commercial exclusivity and the Studio’s foundational operational tooling:

┌─────────────────────────────────────────────────────────────────────────────┐
│                           INTELLECTUAL PROPERTY MAP                         │
├──────────────────────────────────────┬──────────────────────────────────────┤
│ CLIENT DELIVERABLES                  │ STUDIO RETAINED IP                   │
│ (Transferred upon 100% full payment) │ (Exclusively retained by SA)         │
├──────────────────────────────────────┼──────────────────────────────────────┤
│ • Bespoke Final Logos & Brand Marks  │ • Studio Core Code & Scaffolding     │
│ • Custom Vector Illustrations        │ • Proprietary Scripts, Tools & Stacks│
│ • Deployed Production Web Assets     │ • Raw Cinematography Rushes (LOG/RAW)│
│ • Final Mastered Video Exports (Rec) │ • DaVinci Resolve Node Trees & LUTs  │
│ • Bespoke Editorial Copy & Graphics  │ • Preliminary / Rejected Concepts    │
└──────────────────────────────────────┴──────────────────────────────────────┘

5.1 Client Deliverables (Transferred Rights)

Upon 100% full, final, and unconditional payment of all invoices, fees, and disbursements due under the applicable SOW:

SA assigns and transfers to the Client the exclusive, worldwide, perpetual right and title to the bespoke final deliverables created specifically for the Client (e.g., final approved logo graphics, client-specific website styling, approved final mastered video exports).
Until all fees are settled in full, all deliverables, draft assets, web builds, and video proofs remain the exclusive intellectual property of SA, licensed to the Client solely for non-public evaluation.

5.2 Studio Retained Intellectual Property (Background IP)

SA retains sole, unrestricted, and perpetual ownership of:

Technical Frameworks & Scaffolding: Reusable software libraries, generic UI components, utility classes, boilerplate architectures, configuration scripts, and server deployment routines developed prior to or independently of the project.
Cinematographic Rushes & Raw Media: Unedited camera sensor footage (including Arri RAW, ProRes, Blackmagic RAW, REDCODE, Sony S-Log, and DJI D-Log files), outtakes, b-roll rushes not incorporated into the final master, production sound stems, and camera capture logs.
Post-Production Science & Grading Assets: DaVinci Resolve .drp project files, proprietary color grading node structures, custom 3D LUTs (including the SA Mineral Patina color science), motion graphic templates, and complex composite project files (After Effects / Fusion compositions).
Discarded Concepts: Any concepts, sketches, logo directions, wireframes, or narrative treatments not selected for final delivery.

5.3 Raw Footage & Project Source Code Buyout Policy

Working project files (Figma master component systems, full Git repository ownership, raw video rushes, DaVinci project databases) are not included in standard production commissions.
If the Client wishes to obtain exclusive rights to raw cinema rushes, master multi-track stems, or full studio source files, such assets must be explicitly requested and contracted under a separate Raw Media Buyout Agreement or Repository Transfer Fee, subject to additional commercial terms.

5.4 Studio Portfolio & Promotional Rights

SA retains the irrevocable, perpetual, non-exclusive right to showcase completed deliverables, production screen captures, behind-the-scenes photography, case studies, and excerpted video clips across our digital platforms (selom.me), professional portfolios, social media channels, printed studio retrospectives, and industry award competitions. Where a project is subject to formal commercial secrecy or embargo prior to public release, SA will respect the Client’s reasonable non-disclosure embargo window upon prior written notice.

6. Revisions, Iteration Limits & Scope Management

6.1 Standard Revision Allotment

To balance artistic excellence with schedule predictability, our proposals include a generous but finite revision allotment:

Unless otherwise stipulated in the SOW, each phase allows for up to two (2) rounds of consolidated revisions.
A “round of revisions” is defined as a unified, prioritized compilation of requested modifications delivered after reviewing a formal milestone release.

6.2 Consolidated Feedback Protocol

The Client must designate one (1) primary Project Representative authorized to act on behalf of the Client organization with decision-making power.
Feedback must be delivered in a consolidated document or unified digital review board. Contradictory feedback from multiple stakeholders, piecemeal verbal suggestions, or fragmented email threads will pause project work until the designated representative provides unified written direction.

6.3 Scope Expansion & Formal Change Orders

Any request involving elements outside the agreed SOW—such as new functionality, major layout redesigns following Phase 1 approval, fundamental aesthetic pivots, additional video runtime, extra shooting days, or expedited delivery schedules—constitutes Scope Creep.
Scope expansions will be formally documented via an SA Change Order, specifying:
1. Description of the new or modified deliverables.
2. Additional professional fees calculated at standard studio hourly rates or agreed flat-rate milestone fees.
3. Necessary adjustments to delivery milestones and handover deadlines.
Work on out-of-scope requests will not proceed without an approved, countersigned Change Order.

7. Client Responsibilities, Asset Delivery & Project Dormancy

7.1 Client Obligations

Timely execution requires active collaboration. The Client agrees to:

Provide all necessary branding collateral, high-resolution vector assets, photography, copy, domain credentials, and third-party API keys within the timeline established in the project schedule.
Warrant that all materials, copy, images, and trademarks supplied to SA are owned by the Client or properly licensed, and do not infringe any third-party rights.
Furnish timely written approvals within five (5) business days of milestone submissions.

7.2 Project Delay & Dormancy Policy

Schedule Impacts: Client delays in supplying assets, access credentials, or approvals automatically extend the final delivery deadline by a period at least equal to the duration of the delay.
Dormancy Threshold: If a project is halted or the Client fails to communicate, supply essential assets, or provide milestone feedback for more than twenty (20) consecutive business days, the project is automatically classified as Dormant.
Re-Mobilization Fee: Resuming a Dormant project requires studio schedule re-allocation and incurs a re-mobilization fee equal to 15% of the total project value, plus payment of all outstanding invoices. Projects remaining dormant for more than ninety (90) consecutive calendar days may be terminated by SA under Section 8.

8. Cancellation, Termination & Force Majeure

8.1 Termination for Convenience by Client

The Client may terminate an active project for convenience upon providing fourteen (14) calendar days’ written notice to SA. Upon such termination:

The 50% mobilization deposit remains strictly non-refundable, compensating the Studio for reserved scheduling, opportunity costs, and strategic discovery work.
The Client shall immediately pay for all hours worked, services rendered, and unrecoverable hard disbursements (such as equipment rentals, crew bookings, font licenses, or cloud infrastructure) incurred up to the effective termination date.
No intellectual property rights, source assets, or master video files are transferred to the Client upon cancellation for convenience.

8.2 Termination for Cause

Either party may terminate the engagement immediately upon written notice if the other party:

Commits a material breach of this Agreement or the SOW and fails to cure such breach within fourteen (14) calendar days of receiving written notice specifying the breach.
Becomes insolvent, files for bankruptcy, enters liquidation, or makes an assignment for the benefit of creditors.

8.3 Force Majeure

Neither party shall be held liable for failure or delay in fulfilling obligations caused by circumstances beyond reasonable control, including but not limited to:

Acts of God, severe floods, earthquakes, fires, epidemics, or pandemics.
National or regional electrical grid collapse, total telecommunications blackout, undersea fiber optic cable severance, governmental internet shutdowns.
Armed conflict, civil insurrection, military coups, riots, or state-declared emergencies.
Unforeseen regulatory airspace closures or grounded flight operations directly halting drone filming operations.

Upon the occurrence of a Force Majeure event, the affected party shall notify the other in writing, and project deadlines shall be extended by the duration of the disruption. If the event persists for more than sixty (60) continuous days, either party may terminate the contract with equitable settlement for work completed.

9. Warranties, Liability Limitations & Indemnification

9.1 Professional Standards & Workmanship Warranty

SA warrants that all creative, architectural, and technical work will be executed with the highest level of professional care, artistic integrity, and technical skill consistent with global industry standards. We warrant that bespoke software engineered by SA will perform materially in accordance with agreed specifications upon delivery and for a bug-fix warranty period of thirty (30) calendar days post-deployment.

9.2 Exclusions & Third-Party Dependencies

SA does not warrant and is not liable for:

Disruptions, downtime, security breaches, or API deprecations caused by third-party hosting platforms, DNS providers, payment gateways, cloud providers, or CMS platform updates.
Search engine ranking positions, commercial sales conversion volumes, or audience viewership numbers, which depend on external market variables.
Defects or failures caused by client-side code modifications, unauthorized server adjustments, or malicious attacks targeting client systems.

9.3 Limitation of Liability

To the maximum extent permitted by applicable law:

Cap on Direct Damages: In no event shall the cumulative aggregate liability of SA (including its founder, consultants, crew, and subcontractors) arising out of or related to this Agreement exceed the total fees actually paid to SA by the Client under the specific Statement of Work giving rise to liability.
Exclusion of Consequential Damages: SA shall not be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, including but not limited to loss of revenue, loss of business reputation, loss of data, loss of anticipated profits, or commercial downtime, regardless of whether SA was advised of the possibility of such damages.

9.4 Client Indemnification

The Client agrees to defend, indemnify, and hold harmless SA, Selom Afatsiawo, and its creative personnel from any third-party claims, liabilities, losses, damages, legal costs, or expenses arising from:

Any client-provided materials, brand marks, photographs, video assets, or copy that infringe third-party copyright, trademark, privacy, or defamation rights.
Client’s commercial use of the final deliverables in violation of applicable laws, regulations, or industry codes.

10. Governing Law, Amicable Settlement & Dispute Resolution

10.1 Governing Law

This Agreement, its construction, validity, and performance shall be governed exclusively by and construed in accordance with the substantive laws of the Republic of Ghana, without regard to principles of conflicts of law.

10.2 Amicable Escalation Procedure

In the event of any controversy, claim, or dispute arising out of or relating to this Agreement or the breach thereof, the parties agree to first seek an amicable resolution through direct executive consultation:

The aggrieved party shall issue a formal written Notice of Dispute detailing the nature of the claim.
Within thirty (30) calendar days of receipt of such notice, senior representatives with settlement authority shall meet (in person in Accra, Ghana, or via secure video conference) to negotiate in good faith toward an amicable settlement.

10.3 Binding Arbitration (Ghana Act 798)

If the dispute cannot be resolved through amicable negotiation within the thirty (30) day window, it shall be submitted to final and binding arbitration administered in accordance with the Alternative Dispute Resolution Act, 2010 (Act 798) of the Republic of Ghana:

Seat & Venue: The seat of arbitration shall be Accra, Ghana.
Tribunal Composition: The dispute shall be determined by a sole arbitrator mutually agreed upon by the parties. If the parties fail to agree on an arbitrator within twenty-one (21) days of a written arbitration demand, the arbitrator shall be appointed by the Ghana ADR Hub or the High Court of Ghana (Commercial Division).
Language: The language of arbitration shall be English.
Award Enforcement: The arbitral award shall be final, binding, and conclusive upon both parties. Judgment upon the award rendered by the arbitrator may be entered and enforced in any court having competent jurisdiction, both within the Republic of Ghana and internationally under the 1958 New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards.

11. General Legal Provisions

Entire Agreement: These Terms, together with the executed Statement of Work, constitute the complete agreement between the parties and supersede all prior discussions, drafts, understandings, or representations.
Severability: If any provision of these Terms is deemed illegal, invalid, or unenforceable by an arbitral tribunal or competent court, that provision shall be severed, and the remaining provisions shall remain in full force and effect.
No Partnership / Independent Contractor: SA performs all services as an independent creative contractor. Nothing herein shall be construed as creating a joint venture, partnership, employment relationship, or agency between SA and the Client.
Electronic Signatures & Digital Acceptance: Acceptance of an SOW, email confirmation from an authorized corporate address, or digital execution shall be deemed legally binding with the same force and effect as an original handwritten signature.
Notices: Formal legal notices must be served in writing by registered courier or sent via confirmed email to info@selom.me (for SA) or to the designated client contact address identified in the SOW.

12. Studio Inquiries & Legal Contact

For questions regarding these Terms of Engagement or to request a customized Statement of Work:

Entity: SA (SA Multimedia Consultancy)
Lead Consultant: Selom Afatsiawo
Email: info@selom.me
Phone / WhatsApp: +233 (0) 244 676 101
Studio Seat: Accra, Greater Accra Region, Ghana
Web: selom.me