Terms of Service

This website is provided for informational purposes. You may browse, download, and share content for personal or professional evaluation purposes. You may not reproduce, republish, or commercialise any content without our prior written consent.

We reserve the right to modify or withdraw the website or any content on it at any time without notice.

The Process & Technology Audit offered through this website is a complimentary, no-obligation session. It consists of a structured discovery call of up to 45 minutes. Participation does not create a contractual obligation on either party to proceed with a paid engagement.

We reserve the right to decline or reschedule audit requests at our discretion.

All paid engagements are governed by a separate, signed Statement of Work (“SoW”) or Service Agreement. In the event of any conflict between these Terms and a signed SoW, the SoW takes precedence.

Typical commercial terms we apply to client engagements include:

• —Payment milestones are defined in the SoW. Late payments accrue interest at 5% per month above the CBN monetary policy rate.
• —A deposit of 70% of the total project value is required before work commences. The remaining balance is due upon project completion or as otherwise defined in the SoW.
• —Scope changes after SoW signature are subject to a change order and may affect timelines and fees.

Upon receipt of full and final payment for all invoices related to a given deliverable, intellectual property rights in that specific deliverable transfer to the client. Partial payment does not trigger partial or proportional transfer of any IP rights. The following are expressly excluded from any transfer:

• —Pre-existing Sentral Labs frameworks, libraries, tooling, and proprietary processes — these remain our exclusive property at all times.
• —Third-party open-source components (governed by their respective licences).
• —Any work covered by a separate IP agreement.
• —General methodologies, workflows, know-how, and technical skills developed or refined during the engagement — these remain the exclusive property of Sentral Labs regardless of payment.

Where a deliverable is built on pre-existing Sentral Labs frameworks, the client receives a limited, non-exclusive, non-transferable licence to use those underlying components for the purposes of the project. This licence is revocable if the client fails to complete payment of all outstanding invoices.

Sentral Labs retains the right to reference the client by name and describe the general nature of work delivered in its portfolio, case studies, and marketing materials, unless the client requests confidentiality in writing within 14 days of project completion. This right survives termination of the engagement.

All website content (copy, design, graphics, code) is the intellectual property of Sentral Labs Technology Limited and protected under Nigerian copyright law.

Both parties agree to treat as confidential any non-public information shared during an engagement. This obligation survives termination of the engagement for a period of three years. Confidentiality does not apply to information that is publicly available, independently developed, or required to be disclosed by law.

Sentral Labs warrants that services will be delivered with reasonable skill and care in accordance with the agreed SoW.

To the maximum extent permitted by Nigerian law, we exclude liability for:

• —Indirect or consequential losses (loss of profit, revenue, data, or business).
• —Losses arising from third-party services, infrastructure, or integrations outside our control.
• —Losses arising from your misuse or modification of delivered work.

Our total liability in connection with any engagement shall not exceed the total fees paid by you in the three months preceding the claim.

Client-initiated termination:The client may terminate a paid engagement by providing 30 days’ written notice to Sentral Labs. If termination occurs after work has commenced, the deposit paid is non-refundable and is retained by Sentral Labs as compensation for allocated resources and opportunity cost. In addition, a kill fee equal to 25% of the remaining contract value (work not yet delivered at the time of notice) is payable by the client within 14 days of termination. Work completed up to the termination date is billable at the pro-rated agreed rate.

Sentral Labs-initiated termination:Sentral Labs may terminate a paid engagement with 14 days’ written notice for any reason. Sentral Labs may terminate immediately and without prior notice in the event of: (a) client non-payment beyond 14 days past the invoice due date; (b) material breach by the client not remedied within 7 days of written notice from Sentral Labs; or (c) client insolvency, liquidation, or cessation of business operations.

Suspension: Sentral Labs reserves the right to suspend all work without prior notice if any invoice is overdue by more than 7 days. Time lost to a client-caused suspension does not extend agreed project deadlines unless Sentral Labs confirms the extension in writing.

Work product: All deliverables and work in progress remain the property of Sentral Labs until all outstanding invoices are paid in full. Sentral Labs is under no obligation to deliver, transfer, or provide access to any work product while any amounts remain outstanding.

These Terms and any disputes arising from them are governed by the laws of the Federal Republic of Nigeria. Both parties submit to the exclusive jurisdiction of the Nigerian courts, with Lagos State as the preferred venue for dispute resolution.

Before initiating formal proceedings, both parties agree to attempt good-faith resolution through direct negotiation for a period of 30 days.

We may update these Terms at any time. Material changes will be reflected in the effective date above. Continued use of the website or our services after changes constitutes acceptance of the revised Terms.

For any questions regarding these Terms, contact us at hello@sentrallabs.com.