Terms & Conditions

Last Updated: 05-12-2025

Company: Binary Labs Ltd ("we", "our", "us")

These Terms & Conditions ("Terms") govern your access to and use of Binary Labs Ltd's services, software products, and website (collectively, the "Services"). By using our Services, you agree to be bound by these Terms. If you do not accept these Terms, please discontinue the use of our Services immediately.

1. Scope of Services

Binary Labs Ltd provides software development, technology consulting, digital transformation, maintenance, and related IT services. The full scope of any service will be defined in a separate written Agreement, Statement of Work (SOW), or commercial proposal.

We reserve the right to modify, discontinue, or improve our Services at any time.

2. Client Responsibilities

Clients agree to:

• Provide timely access to information, resources, and personnel required for delivery.
• Ensure that all content and data provided is legal, accurate, and authorized.
• Obtain all necessary third-party rights or licenses affecting the Services.

Any delays caused by the client may affect delivery timelines and pricing.

3. Fees and Payment Terms

Project fees, retainers, and subscription charges are stated in the relevant Agreement or Invoice.

• Payment is typically due within 7–30 days of invoice issuance unless otherwise stated.
• Late payments may accrue financial charges as permitted by applicable law.
• All fees paid are non-refundable unless otherwise agreed in writing.

We retain the right to suspend or terminate Services if payments are overdue.

4. Intellectual Property Rights

Unless stated otherwise in writing:

• Software code, designs, documentation, and related outputs created by Binary Labs Ltd remain our intellectual property until full payment is received.
• Upon full payment, the client receives a non-exclusive, perpetual license to use deliverables for their business purposes.
• Source code rights or transfer of full ownership must be explicitly agreed and may attract additional costs.

Open-source components included in a project remain governed by their respective third-party licenses.

5. Confidentiality

Both parties agree to keep confidential all proprietary or sensitive information disclosed during a project. Confidentiality obligations will survive termination of any Agreement.

6. Data Protection & Privacy

Binary Labs Ltd will handle personal data in accordance with data protection regulations applicable to the jurisdiction of the project. Clients are responsible for ensuring that any data shared:

• Complies with privacy laws.
• Does not infringe third-party rights.

A separate Data Processing Agreement may be executed where required.

7. Warranties & Support

Binary Labs Ltd warrants that Services will be performed professionally and in line with industry standards. Any errors directly caused by Binary Labs Ltd and reported within the agreed warranty period will be corrected at no additional cost.

Support and maintenance services must be covered under a separate contract unless included in the delivery terms.

8. Limitations of Liability

Binary Labs Ltd shall not be liable for:

• Indirect, incidental, punitive, or consequential damages.
• Business loss, loss of revenue, or loss of data.
• Downtime caused by third-party systems or client misuse.

Our total liability shall not exceed the total amount paid by the client within the preceding twelve (12) months.

9. Third-Party Services

Where third-party tools, APIs, hosting, or software are used:

• We do not guarantee their performance, pricing, or availability.
• The client may be required to accept third-party terms.

10. Termination

Either party may terminate the Services:

• For convenience with prior written notice, as defined in the applicable Agreement.
• Immediately if the other party breaches these Terms and fails to remedy such breach within a reasonable time.

Upon termination:

• All outstanding payments become due immediately.
• Deliverables remain the property of Binary Labs Ltd until paid in full.

11. Governing Law & Dispute Resolution

These Terms are governed by the laws of [Insert Country/State]. Any dispute shall first be resolved through good-faith negotiation or mediation. If unresolved, it will be submitted to binding arbitration or the competent courts located in the above jurisdiction.

12. Changes to Terms

Binary Labs Ltd may update these Terms from time to time. Updated versions become effective once posted on our website or otherwise communicated to clients. Continued use of the Services after any changes constitutes acceptance of the updated Terms.

13. Contact Information

For questions, concerns, or legal notices, please contact:

Binary Labs Ltd
Email: info@Binary Labs.com
Address: 49 MKO Abiola Way, Ajeigbe 200273, Ibadan, Oyo
Phone: +2347088952506