Terms of Service

Welcome to Humming Byte. 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.

Humming Byte 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.

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.

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.

Humming Byte provides the following services:

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

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.

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

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

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 Humming Byte.

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.

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.

Unless otherwise specified in a service agreement:

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

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.

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.

To ensure successful project completion, you agree to:

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

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.

Projects may be delayed due to:

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.

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.

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

Significant scope changes require a formal change order outlining:

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

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

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:

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:

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 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.

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.

You grant us permission to:

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

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

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

Confidential Information does not include information that:

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

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

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.

Our warranties do not cover:

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:

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

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.

IN NO EVENT SHALL WE BE LIABLE FOR:

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

Nothing in these Terms excludes or limits liability for:

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

Either party may terminate the engagement:

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

We may terminate immediately if:

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

Upon termination:

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

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

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

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

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

Technology evolves rapidly. You are responsible for:

We can assist with updates and upgrades under separate agreements.

In the event of a data breach involving your data:

We comply with applicable data protection laws, including:

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

You agree not to:

Violation of this Acceptable Use Policy may result in:

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

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

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

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

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

The affected party will:

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

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

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

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.

Any legal action or proceeding arising from these Terms shall be brought exclusively in the courts of Rivers State, Nigeria, and both parties consent to the personal jurisdiction of such courts.

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.

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

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

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

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.

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.

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.

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.

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

For Humming Byte: Email: [email protected] | Address: Humming Byte, 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.

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

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

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

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

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