1. Acceptance of Terms
By accessing or using idealsyntax.com, or by engaging IdealSyntax for any service, you confirm that you have read, understood, and agree to be bound by these Terms of Service and our Privacy Policy, which is incorporated herein by reference.
If you are entering into these terms on behalf of an organisation, you represent that you have authority to bind that organisation. If you do not agree to these terms, please do not use the website or engage our services.
IdealSyntax reserves the right to modify these terms at any time. Continued use of our services following notice of changes constitutes acceptance of the revised terms.
2. Services
IdealSyntax is a cinematic software studio offering software development, technical consulting, and digital product design services to clients worldwide.
The scope, timeline, deliverables, and pricing of any specific project engagement are governed by a signed Statement of Work (SOW) or equivalent project agreement executed between IdealSyntax and the client. In the event of a conflict between these Terms of Service and a signed SOW, the SOW prevails with respect to the subject matter it addresses.
IdealSyntax reserves the right to refuse service, limit engagements, or discontinue the website at any time without notice.
3. Intellectual Property
Ownership of intellectual property in project engagements is governed by the following default framework, which may be modified by a signed SOW:
Work made for hire
Upon receipt of full payment for a project, IdealSyntax assigns to the client all ownership rights to custom code, designs, and deliverables created specifically for that client under the engagement. This assignment is irrevocable once payment is complete.
Pre-existing intellectual property
IdealSyntax retains full ownership of all pre-existing code, proprietary libraries, internal frameworks, development tooling, and methodologies used during the engagement. Where such materials are incorporated into client deliverables, IdealSyntax grants the client a perpetual, non-exclusive licence to use them solely as part of the delivered product.
Portfolio rights
IdealSyntax may reference completed client work — including project name, a brief description, and representative visuals — in its public portfolio, marketing materials, and case studies. Clients who require confidentiality must notify IdealSyntax in writing before project commencement; a mutual NDA will then govern the engagement.
All content on idealsyntax.com — including text, imagery, code samples, and branding — is owned by IdealSyntax and may not be reproduced without written permission.
4. Payment Terms
Unless otherwise specified in a signed SOW, the following payment terms apply to all IdealSyntax engagements:
- Invoices are issued upon reaching agreed project milestones or on the schedule defined in the SOW.
- Payment is due within 14 calendar days of the invoice date.
- Overdue invoices accrue a late payment charge of 1.5% per month (or the maximum rate permitted by applicable law, whichever is lower), calculated from the due date.
- IdealSyntax reserves the right to pause or suspend active work on a project where any invoice is more than 7 days overdue, without liability for any resulting delays.
- Disputed invoices must be raised in writing within 5 business days of receipt. Undisputed portions remain payable on the original due date.
All fees are quoted exclusive of applicable taxes unless explicitly stated. Clients are responsible for any withholding taxes, VAT, or local levies applicable in their jurisdiction.
5. Confidentiality
IdealSyntax treats all client information — including business strategies, technical architectures, roadmaps, financial details, and user data — as strictly confidential. We do not share client information with third parties except where required to deliver the project (e.g., cloud infrastructure providers) or compelled by law.
Clients who require a formal Non-Disclosure Agreement before any project discussions may request one at any time. IdealSyntax will provide a mutual NDA for review and signature before any confidential information is exchanged.
These confidentiality obligations survive the termination of any project engagement for a period of three (3) years, unless a signed NDA specifies a longer duration.
6. Limitation of Liability
To the fullest extent permitted by applicable law, IdealSyntax's total liability to a client arising out of or in connection with any service engagement — whether in contract, tort, or otherwise — shall not exceed the total fees paid by that client for the specific service that gave rise to the claim, in the twelve months preceding the event giving rise to liability.
IdealSyntax shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, loss of data, loss of business opportunity, or reputational harm, even if advised of the possibility of such damages.
Nothing in these terms limits liability for death or personal injury caused by negligence, fraud, or any other liability that cannot be excluded by law.
7. Warranties
IdealSyntax warrants that all deliverables produced under a project engagement will be free from material defects in workmanship for a period of 30 days following the agreed project launch or handover date. During this warranty period, IdealSyntax will remedy material defects at no additional charge.
This warranty does not cover:
- Defects arising from modifications made by the client or third parties after handover.
- Issues caused by third-party services, APIs, or infrastructure outside IdealSyntax's control.
- New feature requests or scope changes, which are subject to a new SOW.
- Issues caused by client-provided content, data, or specifications.
Except as expressly stated, IdealSyntax provides services on an “as is” basis and disclaims all implied warranties, including merchantability and fitness for a particular purpose.
8. Termination
Either party may terminate a project engagement by providing 14 calendar days' written notice to the other party. Notice must be delivered via email or other written means agreed in the SOW.
Upon termination, the client is responsible for payment of all fees for work completed and expenses incurred up to the effective date of termination. IdealSyntax will deliver all completed work product and any work-in-progress to the client within 14 days of termination, contingent on full payment of outstanding invoices.
IdealSyntax may terminate immediately and without notice in cases of material breach by the client, including non-payment, fraud, or conduct that creates legal risk for IdealSyntax. Sections 3, 5, 6, and 9 of these terms survive termination.
9. Governing Law
These Terms of Service are governed by and construed in accordance with the laws of the Federal Republic of Nigeria, without regard to its conflict of law principles.
In the event of any dispute arising out of or relating to these terms or any project engagement, the parties agree to first attempt resolution through good-faith negotiation. Either party may initiate this process by delivering written notice describing the dispute. The parties shall have 30 days from such notice to reach a negotiated resolution.
If good-faith negotiation fails to resolve the dispute within 30 days, the parties agree to submit to binding arbitration administered under the rules of an agreed arbitral institution, with proceedings conducted in English. The arbitrator's decision shall be final and enforceable in any court of competent jurisdiction.
10. Contact
For questions about these Terms of Service, to request an NDA, or to raise any legal matter, please contact our legal team directly.
IdealSyntax — Legal
legal@idealsyntax.comFor project inquiries and general questions, please use our contact page. Legal correspondence should be directed to the address above.