General Terms of Service

Binary Generics Ltd
Effective Date: November 26, 2025

1. Introduction

These Terms of Service (“Terms”) govern the relationship between Binary Generics Ltd (“Company”, “we”, “us”) and any client or user (“Client”, “you”). By engaging our software development or consulting services, you agree to these Terms. They establish rights, obligations, and protections for both parties.

2. Definitions

Services: Software development, consulting, design, testing, deployment, maintenance, and support.
Deliverables: Software, documentation, prototypes, or other work products created by the Company.
Client Data: Information or intellectual property provided by the Client.
Confidential Information: Non‑public information disclosed during the engagement.
SOW: Statement of Work outlining scope, fees, and timelines.

3. Scope of Services

Binary Generics Ltd provides custom software development, integration, UI/UX design, quality assurance, maintenance, consulting, and project management. Each engagement is defined in a Statement of Work (SOW).

4. Client Responsibilities

Provide accurate and timely information and access.
Designate a primary contact for communication.
Review and approve deliverables promptly.
Ensure Client Data is lawful and non‑infringing.
Cooperate with our team and meet dependencies.

5. Fees and Payment

Fees are specified in the SOW.
Invoices are payable within 30 days.
Late payments may incur 1.5% monthly interest.
Client is responsible for applicable taxes.
Expenses pre‑approved by Client will be reimbursed.

6. Intellectual Property

Each party retains ownership of pre‑existing IP.
Upon full payment, Client owns final Deliverables.
Binary Generics Ltd retains ownership of proprietary tools and frameworks.
Client receives a non‑exclusive license to use Deliverables for business purposes.
Third‑party components are subject to their own licenses.

7. Confidentiality

Both parties agree to protect Confidential Information and use it only for project purposes. Obligations survive termination. Exceptions include publicly available information or disclosures required by law.

8. Data Protection

Binary Generics Ltd will process Client Data in compliance with applicable data protection laws. We implement reasonable security measures and notify Client of any data incidents. Client warrants lawful basis for providing data.

9. Warranties

We warrant Services will be performed professionally and Deliverables will conform to specifications.
Client warrants authority to enter this Agreement and legality of Client Data.
Remedy for breach: re‑performance, repair, or refund of affected fees.
All other warranties are disclaimed.

10. Limitation of Liability

Neither party is liable for indirect or consequential damages. Liability is capped at fees paid under the Agreement in the preceding 12 months, except for confidentiality breaches, IP violations, or willful misconduct.

11. Indemnification

Binary Generics Ltd indemnifies Client against claims that Deliverables infringe IP, subject to conditions.
Client indemnifies Binary Generics Ltd against claims arising from Client Data or misuse.

12. Service Levels and Support

Support hours, response times, and maintenance windows are defined in the SOW or SLA. Remedies for breaches are limited to service credits.

13. Termination

Either party may terminate with 30 days’ written notice.
Immediate termination may occur for material breach.
Client must pay for Services rendered up to termination.
Confidentiality, IP, and payment obligations survive termination.

14. Governing Law and Dispute Resolution

This Agreement is governed by the laws of Nigeria. Parties will attempt good‑faith negotiation, then mediation. If unresolved, disputes may be submitted to arbitration in Lagos. Injunctive relief may be sought in courts of competent jurisdiction.

15. Miscellaneous

Entire Agreement: These Terms and any SOW constitute the full agreement.
Amendments: Must be in writing and signed by both parties.
Assignment: Neither party may assign without consent, except in mergers or acquisitions.
Independent Contractors: Parties are independent; no partnership or agency is created.
Severability: Invalid provisions do not affect the remainder.
Notices: Must be in writing and delivered to designated addresses.

16. Publicity and Non‑Solicitation

Binary Generics Ltd may list Client as a customer unless otherwise agreed. Client agrees not to solicit or hire our employees during the engagement and for 12 months thereafter.