Terms of Service

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client" or "User") and Syntix Labs Ltd, a private company incorporated under the Companies and Allied Matters Act 2020 (CAC Registration Number: 9494902) with its principal office at Ogba, Ikeja, Lagos, Nigeria ("Syntix Labs", "we", "our", or "us").

By accessing our website (syntixlabs.net), engaging our services, or entering into a service agreement with us, you confirm that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you must not use our website or engage our services.

For corporate clients, acceptance of these Terms also binds the company or organisation on whose behalf you act. You represent that you have the authority to bind that entity to these Terms.

Syntix Labs Ltd provides professional technology services including, but not limited to:

— Full-stack web and application development (React.js, Next.js, Vue.js, Laravel, Node.js) — Cloud infrastructure engineering and DevOps (AWS, Azure, Terraform, Kubernetes, Docker) — Product design, UI/UX, and design systems — Technology consulting, architecture reviews, and stack optimisation — CI/CD pipeline design, observability stack implementation, and platform engineering

The specific scope, deliverables, timeline, and pricing for each engagement are defined in a separate Statement of Work (SOW), Project Brief, or Service Agreement agreed in writing between Syntix Labs Ltd and the Client prior to commencement of work.

These Terms apply to all services delivered by Syntix Labs Ltd, including those delivered remotely or on-site.

To enable Syntix Labs Ltd to deliver services effectively, the Client agrees to:

— Provide accurate, complete, and timely information, access credentials, and materials required for the project. — Designate a primary point of contact with authority to make decisions and approvals on behalf of the Client. — Review and provide feedback on deliverables within the timeframes agreed in the project schedule. Unreasonable delays in feedback may result in revised timelines and additional charges. — Ensure that all materials, content, data, and assets provided to Syntix Labs Ltd for use in the project do not infringe any third-party intellectual property rights. — Settle all invoices within the payment terms specified in the applicable service agreement.

Failure to meet these obligations may affect the delivery timeline, and Syntix Labs Ltd shall not be liable for delays caused directly by the Client's failure to perform its obligations.

Pre-existing Intellectual Property: Each party retains ownership of intellectual property it owned prior to the engagement. Syntix Labs Ltd retains ownership of all proprietary frameworks, methodologies, tools, code libraries, and know-how developed independently of the specific client project.

Client Deliverables: Upon receipt of full and final payment for a project, Syntix Labs Ltd assigns to the Client all rights, title, and interest in the custom deliverables specifically created for that project, except where otherwise specified in the applicable service agreement.

Open Source Components: Deliverables may incorporate open-source software components, which remain subject to their respective open-source licences. Syntix Labs Ltd will disclose any such components used.

Portfolio Rights: Unless the Client expressly requests otherwise in writing, Syntix Labs Ltd reserves the right to reference the engagement in its portfolio, case studies, and marketing materials, subject to maintaining appropriate confidentiality over proprietary business information.

All fees, payment schedules, and milestones are defined in the applicable service agreement or Statement of Work. General payment terms are as follows:

Project Deposits: Unless otherwise agreed, a non-refundable deposit of 50% of the total project fee is required before commencement of any work.

Milestone Payments: For multi-phase projects, payments are tied to agreed milestones. Delivery of subsequent phases is conditional on receipt of payment for preceding milestones.

Invoice Settlement: All invoices are payable within 14 calendar days of the invoice date, unless otherwise agreed in writing.

Late Payments: Invoices not settled within the agreed payment period may attract a late payment charge of 2% per month on the outstanding balance, calculated from the due date.

Disputed Invoices: If the Client disputes any portion of an invoice, they must notify Syntix Labs Ltd in writing within 7 days of receipt. Undisputed portions of the invoice remain payable within the original payment terms.

All prices are quoted exclusive of applicable taxes unless otherwise stated.

Both parties agree to maintain the confidentiality of all proprietary, sensitive, or non-public information shared by the other party in the course of the engagement ("Confidential Information"). This obligation applies during the engagement and for a period of two (2) years after its conclusion.

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already in the receiving party's possession before disclosure; (c) is independently developed by the receiving party without reference to the Confidential Information; or (d) is required to be disclosed by law or valid regulatory authority, provided the disclosing party is given reasonable prior notice.

Syntix Labs Ltd implements technical and organisational safeguards to protect Client data, including access controls, encrypted communications, and secure credential management using tools such as HashiCorp Vault where applicable.

Syntix Labs Ltd warrants that: — Services will be performed with reasonable skill, care, and professionalism. — Deliverables will materially conform to the specifications agreed in the applicable service agreement. — We have the right to enter into these Terms and perform the services agreed.

The Client warrants that: — It has the legal right to provide all materials, content, and data submitted to Syntix Labs Ltd. — Its use of the deliverables will comply with all applicable laws and regulations. — It has the authority to enter into these Terms.

Except as expressly stated in these Terms or an applicable service agreement, all warranties, conditions, and representations not expressly stated are excluded to the fullest extent permitted by Nigerian law.

To the maximum extent permitted by applicable Nigerian law, Syntix Labs Ltd shall not be liable for any indirect, incidental, consequential, special, or punitive damages arising from or related to the services or these Terms, including but not limited to loss of revenue, loss of profits, loss of data, or business interruption, even if Syntix Labs Ltd has been advised of the possibility of such damages.

Syntix Labs Ltd's total aggregate liability to the Client for any claims arising under or in connection with the services or these Terms shall not exceed the total fees paid by the Client to Syntix Labs Ltd in the three (3) months immediately preceding the event giving rise to the claim.

Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited under applicable Nigerian law.

The Client agrees to indemnify, defend, and hold harmless Syntix Labs Ltd and its directors, employees, contractors, and agents from and against any claims, liabilities, losses, damages, costs, and expenses (including reasonable legal fees) arising from:

— The Client's breach of these Terms or any applicable service agreement. — The Client's use of any deliverables in a manner not authorised or outside the agreed scope. — Any claim that materials, content, or data provided by the Client to Syntix Labs Ltd infringes the intellectual property rights or other rights of any third party. — The Client's violation of any applicable law or regulation in connection with the services.

Termination by Either Party: Either party may terminate an engagement by providing written notice as specified in the applicable service agreement.

Termination for Cause: Either party may terminate the engagement immediately upon written notice if the other party materially breaches these Terms or the service agreement and fails to cure such breach within 14 calendar days of receiving written notice of the breach.

Effect of Termination: Upon termination, the Client shall pay all fees due for work completed up to the termination date. Syntix Labs Ltd will deliver all completed work product to the Client upon receipt of such payment. Provisions that by their nature should survive termination including confidentiality, intellectual property, payment obligations, and limitation of liability shall survive termination of these Terms.

These Terms and any disputes or claims arising out of or in connection with them (including non-contractual disputes or claims) are governed by and construed in accordance with the laws of the Federal Republic of Nigeria.

In the event of a dispute arising from or related to these Terms or any service agreement, the parties agree to first attempt to resolve the dispute through good-faith negotiation. If the dispute is not resolved within 30 days of written notice of the dispute, either party may refer the matter to mediation administered under Nigerian law before pursuing formal legal proceedings.

The parties submit to the exclusive jurisdiction of the courts of Lagos State, Nigeria, for the resolution of any disputes not resolved through the above process.

The content on syntixlabs.net including text, design, graphics, and code is the intellectual property of Syntix Labs Ltd and is protected by applicable copyright law. You may not reproduce, distribute, or use any content from this website for commercial purposes without our prior written consent.

You agree not to use the website in any manner that: violates applicable law; infringes any third-party rights; transmits harmful, offensive, or unlawful content; attempts to gain unauthorised access to our systems; or interferes with the website's operation.

We reserve the right to restrict access to the website or any part of it at any time and without notice.

Syntix Labs Ltd reserves the right to update or modify these Terms at any time. Material changes will be communicated by updating the "Last Updated" date at the top of this page. For active client engagements, material changes to Terms will be communicated directly.

Your continued use of the website or services after any changes to these Terms constitutes your acceptance of the revised Terms. We encourage you to review these Terms periodically.

For any questions regarding these Terms of Service, to report a concern, or to initiate a formal enquiry, please contact us:

Syntix Labs Ltd Ogba, Ikeja, Lagos, Nigeria Email: syntixlab@gmail.com Phone: +234 703 909 2027 CAC Registration No: 9494902