1. These Terms and Conditions apply to the provision of the services detailed in our quotation ("Services") by Binal Technologies Limited, a company registered in Nigeria under number RC 7199447 and in the UK under number 15496061, with its registered office in the UK ("we," "us," or "Service Provider") to the person buying the services ("you" or "Customer").
2. You are deemed to have accepted these Terms and Conditions when you accept our quotation or from the date of any performance of the Services (whichever occurs earlier). These Terms and Conditions and our quotation (the "Contract") constitute the entire agreement between us.
3. You acknowledge that you have not relied on any statement, promise, or representation made or given by or on our behalf. These Conditions apply to the Contract to the exclusion of any other terms that you may seek to impose or incorporate, or which are implied by trade, custom, practice, or course of dealing.
Interpretation
4. A "business day" means any day other than a Saturday, Sunday, or bank holiday in Nigeria.
5. The headings in these Terms and Conditions are for convenience only and do not affect their interpretation.
6. Words imparting the singular number shall include the plural and vice-versa.
Services
7. We warrant that we will use reasonable care and skill in our performance of the Services, which will comply with the quotation, including any specification in all material respects. We can make any changes to the Services which are necessary to comply with any applicable law or safety requirement and will notify you if this is necessary.
8. We will use our reasonable endeavors to complete the performance of the Services within the time agreed or as set out in the quotation; however, time shall not be of the essence in the performance of our obligations.
9. All of these Terms and Conditions apply to the supply of any goods as well as Services unless we specify otherwise.
Your Obligations
10. You must obtain any permissions, consents, licenses, or otherwise that we need and must provide us with access to any and all relevant information, materials, properties, and any other matters which we need to provide the Services.
11. If you do not comply with clause 10, we can terminate the Services.
12. We are not liable for any delay or failure to provide the Services if this is caused by your failure to comply with the provisions of this section (Your Obligations).
Fees and Deposits
13. The fees ("Fees") for the Services are set out in the quotation and are on a time and materials basis.
14. In addition to the Fees, we can recover from you: (a) reasonable incidental expenses including, but not limited to, traveling expenses, hotel costs, subsistence, and any associated expenses; (b) the cost of services provided by third parties and required by us for the performance of the Services; and (c) the cost of any materials required for the provision of the Services.
15. You must pay us for any additional services provided by us that are not specified in the quotation in accordance with our then-current, applicable rate in effect at the time of performance or such other rate as may be agreed between us. The provisions of clause 14 also apply to these additional services.
16. The Fees are exclusive of any applicable VAT and other taxes or levies which are imposed or charged by any competent authority.
17. You must pay a deposit ("Deposit") as detailed in the quotation within 10 days of acceptance.
18. If you do not pay the Deposit to us according to the clause above, we can either withhold provision of the Services until the Deposit is received or can terminate under the clause below (Termination).
19. The Deposit is non-refundable unless we fail to provide the Services and are at fault for such failure (where the failure is not our fault, no refund will be made).
Cancellation and Amendment
20. We can withdraw, cancel, or amend a quotation if it has not been accepted by you, or if the Services have not started, within a period of 10 days from the date of the quotation (unless the quotation has been withdrawn).
21. Either we or you can cancel an order for any reason prior to your acceptance (or rejection) of the quotation.
22. If you want to amend any details of the Services, you must inform us in writing as soon as possible. We will use reasonable endeavors to make any required changes, and additional costs will be included in the Fees and invoiced to you.
23. If, due to circumstances beyond our control (including those set out in the clause below "Circumstances Beyond a Party's Control"), we have to make any change in the Services or how they are provided, we will notify you immediately. We will use reasonable endeavors to keep any such changes to a minimum.
Payment
24. We will invoice you for payment of the Fees either:
25. You must pay the Fees due within 10 days of the date of our invoice or otherwise in accordance with any credit terms agreed between us.
26. Time for payment shall be of the essence of the Contract.
27. Without limiting any other right or remedy we have for statutory interest, if you do not pay within the period set out above, we will charge you interest at the rate of 11.5% per annum above the base lending rate of the Bank of Nigeria from time to time on the amount outstanding until payment is received in full.
28. All payments due under these Terms and Conditions must be made in full without any deduction or withholding except as required by law, and neither of us can assert any credit, set-off, or counterclaim against the other to justify withholding payment of any such amount in whole or in part.
29. If you do not pay within the period set out above, we can suspend any further provision of the Services and cancel any future services which have been ordered by, or otherwise arranged with, you.
30. Receipts for payment will be issued by us only at your request.
31. All payments must be made in NAIRA, GBP, or any other agreed currency unless otherwise agreed in writing between us.
Sub-Contracting and Assignment
32. We can at any time assign, transfer, charge, subcontract, or deal in any other manner with all or any of our rights under these Terms and Conditions and can subcontract or delegate in any manner any or all of our obligations to any third party.
33. You must not, without our prior written consent, assign, transfer, charge, subcontract, or deal in any other manner with all or any of your rights or obligations under these Terms and Conditions.
Termination
34. We can terminate the provision of the Services immediately if you:
Intellectual Property
35. We reserve all copyright and any other intellectual property rights which may subsist in any goods supplied in connection with the provision of the Services. We reserve the right to take any appropriate action to restrain or prevent the infringement of such intellectual property rights.
Liability and Indemnity
36. Our liability under these Terms and Conditions, for breach of statutory duty, in tort, or for misrepresentation, is limited as set out in this section.
37. The total amount of our liability is limited to the total amount of Fees payable by you under the Contract.
38. We are not liable (whether caused by our employees, agents, or otherwise) in connection with our provision of the Services or the performance of any of our other obligations under these Terms and Conditions or the quotation for:
Data Protection
39. When supplying the Services to the Customer, the Service Provider may gain access to and/or acquire the ability to transfer, store, or process personal data of employees of the Customer.
40. The parties agree that where such processing of personal data takes place, the Customer shall be the "data controller" and the Service Provider shall be the "data processor" as defined in the General Data Protection Regulation (GDPR) as may be amended, extended, and/or re-enacted from time to time.
41. The Service Provider shall only process Personal Data to the extent reasonably required to enable it to supply the Services as mentioned in these Terms and Conditions or as requested by and agreed with the Customer, shall not retain any Personal Data longer than necessary for the processing, and shall refrain from processing any Personal Data for its own or any third party's purposes.
42. The Service Provider shall not disclose Personal Data to any third parties other than employees, directors, agents, subcontractors, or advisors on a strict "need-to-know" basis and only under the same (or more extensive) conditions as set out in these Terms and Conditions or to the extent required by applicable legislation and/or regulations.
43. The Service Provider shall implement and maintain technical and organizational security measures as required to protect Personal Data processed by the Service Provider on behalf of the Customer.
44. Further information about the Service Provider's approach to data protection can be found in our Privacy Policy, available upon request.
This Terms and conditions was updated 19 July 2024