Please read these Terms and Conditions (“Terms”) carefully before engaging the services of BiDitek Limited (“BiDitek”, “we”, “our”, or “us”). By accessing our website, requesting a proposal, or entering into a service agreement with BiDitek Limited, you (“Client”, “you”, or “your”) agree to be bound by these Terms.

If you do not agree to these Terms, please do not use our website or engage our services.

1. Services

BiDitek Limited provides technology services including but not limited to custom software development, website design and development, mobile application development, cybersecurity solutions, cloud computing, managed IT services, networking and infrastructure, digital transformation, data analytics, IT consulting, and branding and digital marketing.

The specific scope, deliverables, timelines, and pricing for each engagement are defined in individual Service Agreements, Statements of Work (SOW), or Project Proposals entered into between BiDitek and the Client.

2. Client Responsibilities

The Client agrees to:

• Provide accurate, complete, and timely information required for project delivery
• Designate an authorized point of contact responsible for approvals and communication
• Review and provide feedback on deliverables within agreed timeframes
• Ensure timely payment of invoices in accordance with agreed payment terms
• Obtain all necessary licenses, permissions, and authorizations for content or third-party materials provided to BiDitek
• Comply with all applicable laws and regulations in connection with the use of our services

3. Intellectual Property

3.1 Client-Owned Deliverables: Upon receipt of full payment, BiDitek assigns to the Client all intellectual property rights in custom deliverables developed exclusively for the Client under a specific project agreement, unless otherwise specified.

3.2 BiDitek Pre-Existing IP: Any pre-existing tools, frameworks, methodologies, libraries, or proprietary components owned by BiDitek and used in the development of Client deliverables remain the sole property of BiDitek. Where such components are included, BiDitek grants the Client a non-exclusive license to use them as part of the delivered solution.

3.3 Third-Party Components: Some solutions may incorporate open-source or licensed third-party components. Such components are subject to their respective licenses, which BiDitek will disclose to the Client where material.

4. Payment Terms

• Invoices are payable within the timeframe specified in each project agreement (typically 14 to 30 days from invoice date).
• Late payments may incur interest charges as specified in the project agreement.
• BiDitek reserves the right to suspend services on accounts with overdue invoices.
• All fees are exclusive of applicable taxes unless stated otherwise.
• Payments are non-refundable except as expressly stated in the project agreement or required by applicable law.

5. Confidentiality

Both parties agree to keep confidential all proprietary, sensitive, or non-public information disclosed during the course of their engagement. This obligation survives the termination of any service agreement. BiDitek will not disclose Client information to third parties except as required to deliver services or as required by law. Where an NDA is separately executed, its terms shall take precedence.

6. Data Protection

BiDitek processes personal data in accordance with our Privacy Policy and applicable data protection laws. The Client is responsible for ensuring that any personal data shared with BiDitek for processing purposes is collected and shared lawfully. Where BiDitek processes personal data on behalf of the Client, a Data Processing Agreement may be required.

7. Warranties & Representations

BiDitek warrants that:

• Services will be performed with reasonable skill, care, and professionalism
• Deliverables will materially conform to the agreed specifications
• BiDitek has the right to provide the services and deliverables described

BiDitek does not warrant that solutions will be entirely error-free or uninterrupted. Where defects are identified within the warranty period specified in the project agreement, BiDitek will remedy them at no additional cost.

8. Limitation of Liability

To the maximum extent permitted by applicable law:

• BiDitek’s total liability for any claim arising under or related to a project agreement shall not exceed the total fees paid by the Client under that specific agreement.
• BiDitek shall not be liable for any indirect, consequential, incidental, punitive, or special damages, including loss of revenue, loss of data, or loss of business opportunity, even if advised of the possibility of such damages.
• BiDitek shall not be liable for delays or failures caused by circumstances beyond its reasonable control (force majeure), including but not limited to natural disasters, power failures, internet outages, or government actions.

9. Termination

9.1 Termination for Convenience: Either party may terminate a project agreement with written notice as specified in the applicable agreement. The Client shall pay for all work completed up to the date of termination.

9.2 Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches the agreement and fails to remedy the breach within 14 days of written notice.

9.3 Effect of Termination: Upon termination, BiDitek will deliver all completed work and the Client will remit all outstanding payments. Provisions relating to intellectual property, confidentiality, limitation of liability, and governing law survive termination.

10. Dispute Resolution

In the event of a dispute, the parties agree to first attempt resolution through good-faith negotiation. If unresolved within 30 days, the parties may pursue mediation. If mediation fails, disputes shall be resolved by arbitration or litigation in the jurisdiction specified in the applicable service agreement.

11. Governing Law

These Terms and all associated agreements shall be governed by and construed in accordance with the laws of the jurisdiction in which BiDitek Limited is registered, unless otherwise agreed in writing.

12. Amendments

BiDitek reserves the right to update these Terms at any time. Updated Terms will be posted on our website with a revised effective date. Continued engagement with BiDitek’s services after such updates constitutes acceptance of the revised Terms.

13. Entire Agreement

These Terms, together with any applicable project-specific agreements, constitute the entire agreement between BiDitek and the Client with respect to the subject matter herein, and supersede all prior representations, discussions, and agreements.