Terms of Service

Introduction

Welcome to HummingByte, the name under which Humming Byte, a registered business name (Business Name Registration Number 8932514), operates. These Terms of Service ("Terms") govern your access to and use of our website, services, and products (collectively, the "Services"). By accessing or using our Services, you agree to be bound by these Terms.

Please read these Terms carefully before using our Services. If you do not agree with these Terms, you may not access or use our Services.

About HummingByte

HummingByte is a full-service technology agency specializing in mobile app development, website development, web application development, backend development, cloud infrastructure, DevOps, and related technology services. We are located in Plot 4, Anioma Layout, Abakpa Nike, Enugu State, Nigeria.

• Registered business name: Humming Byte
• Operating name: HummingByte
• Business Name Registration Number: 8932514
• Website: https://hummingbyte.org
• Email: [email protected]
• Location: Plot 4, Anioma Layout, Abakpa Nike, Enugu State, Nigeria

Definitions

• "Client," "you," "your" refers to the individual or entity accessing or using our Services.
• "HummingByte," "we," "us," "our" refers to HummingByte and its affiliates.
• "Services" refers to all services, products, website, platforms, and content provided by HummingByte.
• "Agreement" refers to these Terms of Service and any additional agreements, statements of work, or contracts entered into between you and HummingByte.
• "Content" refers to text, images, code, software, data, and other materials provided through our Services.
• "Deliverables" refers to the work products, code, designs, documents, or other materials we create for you as part of our Services.

Acceptance of Terms

By accessing our website, submitting inquiries, engaging our Services, or entering into agreements with us, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy.

If you are entering into this Agreement on behalf of a company or organization, you represent and warrant that you have the authority to bind that entity to these Terms.

Eligibility

You must be at least 18 years old and legally capable of entering into binding contracts to use our Services. By using our Services, you represent and warrant that you meet these eligibility requirements.

Our Services are not intended for individuals under 18 years of age. If you are under 18, you may not use our Services without parental or guardian consent.

Services Offered

HummingByte provides the following services:

Development Services

• Mobile App Development: Native iOS and Android apps, cross-platform apps using React Native and Flutter, UI/UX design and optimization
• Website Development: Custom WordPress themes, responsive websites, SEO optimization, e-commerce sites
• Web Application Development: Custom web applications, progressive web apps, SaaS platforms, real-time applications
• CMS Development: WordPress customization, Drupal and Joomla solutions, headless CMS implementations

Technical Services

• Backend Development: API development, database design, server architecture, authentication systems
• RESTful API Development: API design and architecture, endpoint development, third-party integrations, API documentation
• Database Design & Optimization: Schema design, query optimization, database migration, performance tuning
• Cloud Infrastructure: AWS/Azure/Google Cloud deployment, cloud security, auto-scaling, cost optimization

Operations & Support

• DevOps & System Administration: CI/CD pipelines, infrastructure automation, system monitoring, security hardening
• Deployment & Cloud Solutions: Cloud migration, serverless architecture, containerization, load balancing
• Code Review & Refactoring: Code quality assessment, performance optimization, security audits, technical debt reduction
• Technical Consulting & Support: IT strategy, architecture review, 24/7 support, team training

Specialized Services

• Data Analysis & Processing: Data visualization, ETL pipeline development, statistical analysis, business intelligence
• Machine Learning & AI Prototyping: AI model development, predictive analytics, natural language processing, computer vision

The specific scope, deliverables, timeline, and pricing for Services will be outlined in a separate Statement of Work, proposal, or service agreement.

Service Engagement Process

Initial Consultation

We offer initial consultations to understand your requirements, discuss project scope, and determine if our Services are suitable for your needs. Initial consultations are typically provided at no charge, unless otherwise agreed.

Proposals and Quotes

Based on our discussions, we will provide a detailed proposal or quote outlining:

• Project scope and objectives
• Deliverables and milestones
• Timeline and schedule
• Pricing and payment terms
• Terms and conditions specific to the project

Proposals are valid for 30 days from the date of issuance, unless otherwise stated.

Service Agreement

Upon acceptance of our proposal, we will enter into a formal service agreement or statement of work that specifies the terms of our engagement. The service agreement, together with these Terms, constitutes the entire agreement between you and HummingByte.

Project Execution

Once the agreement is signed and initial payment is received, we will commence work according to the agreed timeline and milestones. We will provide regular updates on project progress and maintain open communication throughout the engagement.

Fees and Payment

Pricing

Our fees are based on factors including project scope, complexity, timeline, resources required, and specific client requirements. Pricing will be clearly outlined in proposals, quotes, or service agreements.

We reserve the right to adjust our pricing at any time. However, price changes will not affect projects for which we have already provided written quotes or signed agreements.

Payment Terms

Unless otherwise specified in a service agreement:

• Deposit: A deposit of 50% of the total project cost is required before work commences
• Milestone Payments: Progress payments may be required upon completion of specified milestones
• Final Payment: The remaining balance is due upon project completion and before final delivery of deliverables
• Ongoing Services: For retainer or ongoing support services, payment is due monthly in advance

Payment Methods

• Bank transfer
• Online payment platforms
• Wire transfer
• Other methods as agreed upon

Late Payments

Payments are due within the timeframe specified in invoices (typically 7-14 days). Late payments may incur:

• Late payment fees of 2% per month or the maximum allowed by law
• Suspension of work until payment is received
• Withholding of deliverables until payment is made in full
• Legal action to recover outstanding amounts

Taxes

All fees are exclusive of applicable taxes, duties, or government charges. You are responsible for paying all applicable taxes associated with the Services, except for taxes based on our income.

Expenses

Unless otherwise agreed, out-of-pocket expenses such as third-party services, licenses, hosting fees, or travel costs will be billed separately with appropriate documentation.

Client Responsibilities

To ensure successful project completion, you agree to:

Information and Materials

• Provide accurate, complete, and timely information necessary for project completion
• Supply required content, assets, credentials, and access to systems
• Respond promptly to requests for feedback, approvals, and decisions
• Designate a primary point of contact for project communications

Cooperation

• Participate in scheduled meetings, reviews, and testing sessions
• Review and approve deliverables within agreed timeframes
• Provide constructive feedback and clarify requirements
• Communicate changes or concerns promptly

Third-Party Services

• Obtain and maintain necessary licenses for third-party software, services, or platforms
• Ensure you have rights to any materials you provide to us
• Comply with terms of service of third-party platforms we integrate with

Testing and Acceptance

• Thoroughly test deliverables in a timely manner
• Report bugs, issues, or concerns during testing phases
• Provide formal acceptance or rejection with specific reasons within agreed timeframes

Delays caused by failure to fulfill client responsibilities may result in project delays, additional costs, or contract termination.

Project Timeline and Delays

Timeline Estimates

Project timelines provided in proposals are estimates based on information available at the time and assume timely cooperation from all parties. Actual timelines may vary based on project complexity and unforeseen circumstances.

Delays

Projects may be delayed due to:

• Client delays in providing feedback, approvals, or required materials
• Changes to project scope or requirements
• Technical challenges or third-party dependencies
• Force majeure events (see Force Majeure section)

We will notify you promptly of any anticipated delays and work collaboratively to minimize impact. We are not liable for delays caused by factors outside our reasonable control.

Schedule Changes

Either party may request schedule changes by providing reasonable notice. We will make reasonable efforts to accommodate requested changes, but cannot guarantee availability outside agreed timelines.

Scope Changes and Additional Work

Change Requests

Changes to the agreed project scope must be submitted in writing and approved by both parties. Change requests may affect:

• Project timeline
• Total cost
• Resource allocation
• Deliverables

Change Orders

Significant scope changes require a formal change order outlining:

• Description of changes
• Impact on timeline and budget
• Revised terms
• Approval signatures

Work on changes will not commence until a change order is signed and any additional deposits are paid.

Minor Adjustments

Minor adjustments within the spirit of the original scope may be accommodated without formal change orders, at our discretion.

Intellectual Property Rights

Client-Provided Materials

You retain all ownership rights to materials, content, data, and intellectual property you provide to us ("Client Materials"). By providing Client Materials, you grant us a non-exclusive, worldwide license to use them solely for the purpose of providing Services to you.

You represent and warrant that:

• You own or have sufficient rights to all Client Materials
• Use of Client Materials does not infringe third-party rights
• Client Materials do not contain illegal, defamatory, or harmful content

Deliverables and Work Product

Unless otherwise specified in a service agreement:

Upon Full Payment: Upon receipt of full payment for Services, you will own all custom work product and deliverables specifically created for you as part of the project ("Custom Deliverables"), subject to the exclusions below.

Exclusions: Ownership does not include:

• Pre-existing Materials: Works, code, designs, or materials created before the project or not specifically for you
• Third-Party Components: Open-source software, licensed libraries, frameworks, and third-party tools
• General Knowledge: Concepts, ideas, methodologies, and know-how used or developed during the project
• HummingByte Tools: Proprietary tools, templates, frameworks, and utilities we developed independently

License to Pre-existing Materials

We grant you a non-exclusive, perpetual, worldwide license to use any of our pre-existing materials incorporated into Custom Deliverables solely for the purposes for which they were delivered.

Third-Party Licenses

Third-party components are subject to their respective licenses. You are responsible for complying with all third-party license terms. We will inform you of applicable licenses.

Open Source Software

If open-source software is incorporated into deliverables, you must comply with the respective open-source licenses. We will specify which open-source licenses apply.

Portfolio and Marketing Rights

You grant us permission to:

• Include the project in our portfolio and case studies
• Display screenshots, descriptions, and outcomes (with confidential information redacted)
• Reference you as a client in marketing materials

If you wish to opt out of portfolio inclusion, please notify us in writing.

Moral Rights

To the extent permitted by law, you waive any moral rights in Custom Deliverables created by us.

Confidentiality

Confidential Information

Both parties agree to maintain confidentiality of information disclosed during the course of our engagement ("Confidential Information"), including:

• Business plans, strategies, and financial information
• Technical data, source code, and proprietary methods
• Client data, user information, and personal data
• Trade secrets and know-how
• Information marked as confidential

Obligations

• Keep Confidential Information strictly confidential
• Use Confidential Information only for purposes of the engagement
• Protect Confidential Information with the same degree of care used for own confidential information, but no less than reasonable care
• Not disclose Confidential Information to third parties without written consent

Exclusions

Confidential Information does not include information that:

• Is or becomes publicly available without breach of this Agreement
• Was rightfully known prior to disclosure
• Is independently developed without use of Confidential Information
• Is rightfully received from a third party without confidentiality obligations

Duration

Confidentiality obligations survive for 3 years after termination of the engagement, except for trade secrets which remain confidential indefinitely.

Compelled Disclosure

If required by law or court order to disclose Confidential Information, the disclosing party will:

• Notify the other party promptly
• Cooperate in efforts to obtain protective orders
• Disclose only the minimum information required

Warranties and Representations

Our Warranties

• Services will be performed with reasonable skill and care consistent with industry standards
• We have the right and authority to enter into this Agreement
• Services will not knowingly infringe third-party intellectual property rights
• Custom Deliverables will substantially conform to specifications in the service agreement

Warranty Period

We provide a warranty period of 30-90 days (as specified in the service agreement) from delivery of Custom Deliverables. During this period, we will correct defects or non-conformities at no additional charge.

Warranty Exclusions

Our warranties do not cover:

• Issues caused by modifications made by you or third parties
• Problems resulting from misuse, neglect, or unauthorized access
• Incompatibilities with third-party software or services
• Issues caused by hardware failures or network problems
• Normal wear and tear or expected performance degradation

Disclaimer of Warranties

EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, WE PROVIDE SERVICES "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR COURSE OF PERFORMANCE.

WE DO NOT WARRANT THAT:

• Services will meet your specific requirements
• Services will be uninterrupted, timely, secure, or error-free
• Results obtained from Services will be accurate or reliable
• Defects will be corrected

Some jurisdictions do not allow exclusion of implied warranties, so some exclusions may not apply to you.

Limitation of Liability

Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY ARISING FROM OR RELATED TO THESE TERMS OR THE SERVICES, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU TO US FOR THE SERVICES DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY, OR ₦500,000 (FIVE HUNDRED THOUSAND NAIRA), WHICHEVER IS GREATER.

Excluded Damages

IN NO EVENT SHALL WE BE LIABLE FOR:

• INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES
• LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES
• BUSINESS INTERRUPTION OR LOSS OF USE
• COST OF SUBSTITUTE SERVICES
• DAMAGE TO REPUTATION OR GOODWILL

THESE LIMITATIONS APPLY EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Exceptions

Nothing in these Terms excludes or limits liability for:

• Death or personal injury caused by negligence
• Fraud or fraudulent misrepresentation
• Gross negligence or willful misconduct
• Any liability that cannot be excluded by law

Your Liability

You agree to indemnify, defend, and hold harmless HummingByte, its officers, employees, contractors, and agents from any claims, damages, losses, liabilities, and expenses (including reasonable legal fees) arising from:

• Your breach of these Terms
• Your use of Services
• Your Client Materials infringing third-party rights
• Your violation of applicable laws or regulations

Termination

Termination by Either Party

Either party may terminate the engagement:

• By mutual written agreement
• If the other party materially breaches these Terms and fails to cure within 30 days of written notice
• If the other party becomes insolvent, files for bankruptcy, or ceases business operations

Termination by Client

You may terminate for convenience by providing 30 days' written notice. You remain obligated to pay for:

• All Services performed up to the termination date
• Committed expenses and non-cancellable obligations
• Termination fees as specified in the service agreement (typically 25% of remaining contract value)

Termination by HummingByte

We may terminate immediately if:

• You fail to pay undisputed amounts within 30 days of the due date
• You materially breach these Terms
• You engage in conduct that damages our reputation or interests
• Continuing the engagement would violate applicable laws

We may also terminate for convenience with 30 days' written notice, in which case we will refund any prepaid amounts for unperformed Services.

Effect of Termination

Upon termination:

• All payment obligations for Services performed become immediately due
• We will deliver all completed deliverables upon receipt of payment
• Each party will return or destroy Confidential Information as requested
• Licenses granted by us terminate (except for perpetual licenses for Custom Deliverables)
• Provisions intended to survive termination remain in effect

Survival

The following provisions survive termination: Payment Obligations, Intellectual Property Rights, Confidentiality, Warranties and Disclaimers, Limitation of Liability, Indemnification, Dispute Resolution, and General Provisions.

Hosting and Maintenance

Third-Party Hosting

Unless we explicitly agree to provide hosting services, you are responsible for:

• Obtaining and maintaining hosting services
• Domain name registration and management
• SSL certificates and security measures
• Backups and disaster recovery
• Compliance with hosting provider terms

We can recommend hosting providers but are not responsible for their performance or availability.

Maintenance and Support

Post-launch maintenance and support are not included in development services unless explicitly stated. We offer separate maintenance and support packages that include:

• Software updates and security patches
• Bug fixes and troubleshooting
• Performance monitoring
• Content updates (as specified)
• Technical support

Maintenance terms, pricing, and scope will be outlined in separate agreements.

Website and Application Updates

Technology evolves rapidly. You are responsible for:

• Keeping software, plugins, and frameworks up to date
• Monitoring security vulnerabilities
• Upgrading hosting infrastructure as needed
• Renewing licenses and subscriptions

We can assist with updates and upgrades under separate agreements.

Security and Data Protection

Security Measures

• Encryption of data in transit and at rest
• Secure authentication and access controls
• Regular security updates and patches
• Secure development practices
• Employee training on security best practices

Your Security Obligations

• Maintain security of your accounts and credentials
• Promptly report suspected security incidents
• Implement reasonable security measures on your systems
• Comply with security recommendations we provide

Data Breaches

In the event of a data breach involving your data:

• We will notify you without undue delay
• We will investigate and take steps to mitigate the breach
• We will cooperate with you in breach response activities
• We will comply with applicable data breach notification laws

Data Protection Compliance

We comply with applicable data protection laws, including:

• Nigeria Data Protection Act 2023 (NDPA)
• General Data Protection Regulation (GDPR) where applicable
• Other applicable privacy laws

For details on how we handle personal data, see our Privacy Policy.

Acceptable Use Policy

You agree not to:

Prohibited Activities

• Use Services for any unlawful purpose or in violation of any laws
• Infringe intellectual property rights of third parties
• Transmit viruses, malware, or harmful code
• Attempt to gain unauthorized access to our systems or others' systems
• Interfere with or disrupt the integrity or performance of Services
• Engage in any activity that could damage our reputation

Prohibited Content

• Illegal, fraudulent, or deceptive content
• Content that infringes intellectual property rights
• Defamatory, obscene, or offensive content
• Content promoting violence, hate, or discrimination
• Spam or unsolicited commercial communications
• Malicious software or code

Consequences of Violations

Violation of this Acceptable Use Policy may result in:

• Immediate suspension or termination of Services
• Removal of prohibited content
• Legal action and referral to law enforcement
• Liability for damages caused by violations

Third-Party Services and Links

Third-Party Services

Our Services may integrate with or rely on third-party services, platforms, APIs, or software. These third-party services:

• Are governed by their own terms and privacy policies
• May change, discontinue, or restrict access at any time
• Are outside our control and responsibility

You are responsible for complying with terms of third-party services and obtaining necessary licenses or subscriptions.

Third-Party Links

Our website may contain links to third-party websites or resources. We:

• Do not endorse or make representations about third-party websites
• Are not responsible for content, products, or services of third parties
• Are not liable for damages arising from use of third-party websites

Integration Limitations

While we strive to ensure smooth integration with third-party services, we:

• Cannot guarantee continued compatibility
• Are not liable for issues caused by third-party changes
• May need to modify integrations if third parties change their services

Force Majeure

Neither party shall be liable for failure or delay in performing obligations due to circumstances beyond reasonable control, including:

• Natural disasters (earthquakes, floods, hurricanes, pandemics)
• War, terrorism, civil unrest, or government actions
• Labor disputes or strikes
• Power outages or telecommunications failures
• Internet service disruptions
• Failure of third-party services or suppliers

The affected party will:

• Notify the other party promptly
• Use reasonable efforts to mitigate the impact
• Resume performance as soon as reasonably practicable

If force majeure continues for more than 60 days, either party may terminate the affected engagement without liability.

Dispute Resolution

Informal Resolution

Before pursuing formal dispute resolution, parties agree to attempt to resolve disputes informally through good-faith negotiations for at least 30 days.

Mediation

If informal negotiations fail, parties agree to participate in mediation before pursuing litigation or arbitration. Mediation costs will be shared equally unless otherwise agreed.

Governing Law

These Terms are governed by and construed in accordance with the laws of the Federal Republic of Nigeria, without regard to conflict of law principles.

Jurisdiction

Any legal action or proceeding arising from these Terms shall be brought exclusively in the High Court of Justice, Enugu State, Nigeria, and both parties consent to the personal jurisdiction of that court.

Arbitration

Alternatively, parties may agree to resolve disputes through binding arbitration in accordance with the Arbitration and Conciliation Act of Nigeria. Arbitration shall be conducted in Plot 4, Anioma Layout, Abakpa Nike, Enugu State, Nigeria.

Equitable Relief

Nothing in this section prevents either party from seeking injunctive or equitable relief for:

• Breach of intellectual property rights
• Breach of confidentiality obligations
• Violation of Acceptable Use Policy

General Provisions

Entire Agreement

These Terms, together with any service agreements, proposals, and our Privacy Policy, constitute the entire agreement between you and HummingByte regarding Services and supersede all prior agreements, understandings, and communications.

Amendments

We reserve the right to modify these Terms at any time. We will:

• Post updated Terms on our website
• Update the "Effective Date"
• Notify you of material changes via email or website notice

Your continued use of Services after changes constitutes acceptance of modified Terms. If you do not agree to changes, you must discontinue use of Services.

Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. Invalid provisions shall be modified to the minimum extent necessary to make them valid and enforceable.

Waiver

Failure to enforce any provision of these Terms does not constitute a waiver of that provision or any other provision. Waivers must be in writing to be effective.

Assignment

You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign these Terms to affiliates or in connection with a merger, acquisition, or sale of assets.

Notices

All notices under these Terms must be in writing and delivered to:

For HummingByte: Email: [email protected] | Address: HummingByte, Plot 4, Anioma Layout, Abakpa Nike, Enugu State, Nigeria

For Client: To the email address or physical address provided in the service agreement

Notices are effective upon receipt via email or 3 business days after mailing.

Independent Contractors

The relationship between you and HummingByte is that of independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.

No Third-Party Beneficiaries

These Terms are for the benefit of the parties only and do not create rights for any third parties.

Language

These Terms are written in English. Any translations are provided for convenience only. In case of conflicts, the English version prevails.

Headings

Section headings are for convenience only and do not affect interpretation of these Terms.

Contact Information

If you have questions about these Terms of Service, please contact us:

• HummingByte
• Email: [email protected]
• General Inquiries: [email protected]
• Phone: +234 904 022 2100
• Address: Plot 4, Anioma Layout, Abakpa Nike, Enugu State, Nigeria
• Website: https://hummingbyte.org

Thank you for choosing HummingByte as your technology partner.