Terms of Service | codeBaron Technologies Ltd

Welcome to CODEBARON TECHNOLOGIES LTD.

These Terms of Service ("Terms", "Terms of Service" or "Agreement") govern your access to and use of the website, digital platforms, software products, applications, services and other technology solutions provided by CODEBARON TECHNOLOGIES LTD ("CODEBARON", "we", "us" or "our").

By accessing our website, engaging our services, creating an account, using any CODEBARON platform or otherwise interacting with our services, you agree to be bound by these Terms.

If you do not agree with these Terms, you should not use our website or services.

1. About CODEBARON

CODEBARON TECHNOLOGIES LTD is a technology and digital transformation company that designs, develops and operates:

Enterprise software platforms
Digital transformation solutions
AI-integrated applications and systems
Financial technology solutions
Digital products and marketplaces
Business automation systems
APIs and technology infrastructure
Software integrations
Data and analytics solutions
Technology consulting and implementation services

Certain products and services may have additional terms, service agreements, licences, subscription agreements or other contractual documents.

Where additional terms apply, those terms will form part of the agreement between CODEBARON and the applicable customer or user.

2. Acceptance of These Terms

By using our website or services, you confirm that:

You have read and understood these Terms;
You agree to comply with them;
You have the legal capacity to enter into a binding agreement; and
Where you are using our services on behalf of an organisation, you have the authority to bind that organisation.

If you are accessing a CODEBARON service on behalf of a company, institution, association or other organisation, references to "you" may include both you and that organisation.

3. Changes to These Terms

We may update these Terms from time to time to reflect:

Changes to our services
Changes to technology
Changes to applicable laws or regulations
Changes to business practices
Security or operational requirements

When material changes are made, we may update the "Last Updated" date and, where appropriate, provide additional notice.

Your continued use of our services after updated Terms become effective constitutes acceptance of the revised Terms.

If you do not agree with an updated version, you should discontinue use of the affected service.

4. Website Use

You may access and use our website for lawful purposes and in accordance with these Terms.

You agree not to:

Use the website for unlawful purposes;
Attempt to gain unauthorised access to our systems;
Interfere with the operation or security of the website;
Introduce malicious software, code or other harmful material;
Attempt to bypass authentication or access controls;
Scrape, copy or systematically extract website content without permission;
Reverse engineer website functionality where prohibited by law;
Misrepresent your identity or affiliation;
Use our website to distribute spam, malware or fraudulent content;
Use our systems to infringe the rights of others;
Conduct security testing against our systems without prior written authorisation.

We reserve the right to restrict or terminate access where we reasonably believe these Terms have been violated.

5. Accounts and Authentication

Certain CODEBARON services may require you to create an account.

You are responsible for:

Providing accurate information;
Maintaining the confidentiality of your credentials;
Keeping your account information up to date;
Using appropriate security measures;
Not sharing authentication credentials except where expressly permitted;
Immediately notifying us of suspected unauthorised access.

You are responsible for activity conducted through your account unless the activity resulted from circumstances for which you are not reasonably responsible.

Where supported, we may require additional authentication measures such as multi-factor authentication.

6. Enterprise and Organisation Accounts

Some CODEBARON platforms may be provided to businesses, institutions, professional organisations, associations or other entities.

An organisation may designate administrators who are authorised to:

Create and manage users;
Assign roles and permissions;
Configure organisational settings;
Manage subscriptions;
Access organisational information;
Manage integrations;
Configure workflows.

Organisation administrators are responsible for managing access appropriately and ensuring that users within their organisation comply with applicable policies and agreements.

CODEBARON is not responsible for access decisions made by an organisation's authorised administrators.

7. Software and SaaS Services

Where CODEBARON provides software as a service ("SaaS"), customers may receive a limited, non-exclusive, non-transferable right to access and use the service during the applicable subscription period.

Unless expressly stated otherwise:

The software remains owned or licensed by CODEBARON;
Access is provided for the customer's internal business purposes;
Customers may not resell or sublicense the software;
Customers may not copy or reproduce the platform;
Customers may not attempt to reverse engineer the platform;
Customers may not circumvent technical or access restrictions;
Customers may not use the platform to build a competing service.

Specific SaaS services may be governed by additional subscription or enterprise agreements.

8. Subscriptions and Fees

Certain CODEBARON services may require payment of subscription or usage fees.

Where applicable:

Fees will be communicated before purchase or subscription;
Billing periods will be specified at the time of purchase;
Applicable taxes may be added to stated prices;
Subscription fees may be non-refundable except where required by law or expressly stated otherwise;
Usage-based services may incur additional charges;
Failure to pay applicable fees may result in suspension or termination.

For enterprise customers, pricing, payment schedules and commercial terms will generally be governed by a separate agreement, proposal, statement of work or order form.

9. Payments and Third-Party Payment Providers

Where our services support payments, transactions may be processed through third-party payment providers.

CODEBARON may not directly store or process certain payment credentials, depending on the payment architecture used.

Third-party payment providers may have their own terms and privacy policies.

You agree to comply with the applicable requirements of the relevant payment provider.

CODEBARON is not responsible for failures caused solely by third-party payment infrastructure, banking networks, telecommunications providers or other external systems outside our reasonable control.

10. User Content and Customer Data

Some CODEBARON services allow customers or users to upload, submit, store or otherwise process information ("Customer Data").

You retain ownership of your Customer Data, subject to the rights necessary for CODEBARON to provide the relevant services.

You are responsible for ensuring that you have the necessary rights, permissions and lawful basis to provide Customer Data to CODEBARON.

You must not upload or process information through our services where doing so would violate:

Applicable law;
Contractual obligations;
Privacy rights;
Intellectual property rights;
Confidentiality obligations;
Regulatory requirements.

Where CODEBARON processes personal information on behalf of an organisation, the applicable privacy and data-processing arrangements may be governed by a separate agreement.

11. Privacy and Data Protection

Our collection and use of personal information is described in our Privacy Policy.

CODEBARON is committed to responsible handling of personal information and applicable data-protection requirements.

Where applicable, we may act as:

A data controller;
A data processor;
A service provider; or
Another role recognised under applicable data-protection law.

The specific role depends on the nature of the service and the relationship between CODEBARON and the customer.

Our privacy practices are designed to reflect applicable data-protection requirements, including the Nigeria Data Protection Act 2023 where applicable. The NDPC describes the NDPA as the framework governing personal-data processing and data-subject rights in Nigeria.

12. Artificial Intelligence Services

CODEBARON may provide services incorporating artificial intelligence ("AI"), machine learning, automated analysis, natural-language processing or other intelligent technologies.

AI-enabled functionality may include:

AI assistants;
Enterprise search;
Document analysis;
Content generation;
Data analysis;
Automated reporting;
Recommendations;
Workflow automation;
Customer or member support;
Decision-support functionality.

AI-generated outputs may contain inaccuracies, omissions or errors.

Unless expressly agreed otherwise, AI-generated information should not be treated as professional, legal, financial, medical or regulatory advice.

Customers remain responsible for reviewing AI-generated outputs where human judgement is reasonably required.

Where AI features process personal information, such processing will be subject to applicable privacy requirements and the relevant service configuration.

We may use third-party AI infrastructure providers where necessary to provide AI-enabled functionality.

Specific AI services may be subject to additional AI-specific terms.

13. AI-Generated Content

Where our services generate text, images, reports, recommendations, summaries or other content using AI:

Output may not always be accurate;
Output may not be unique;
Output may require human review;
Output may reflect limitations in the underlying models or data;
You are responsible for determining whether generated content is appropriate for your intended use.

You should not rely exclusively on AI-generated output where an error could result in significant financial, legal, regulatory, safety or operational consequences.

14. Third-Party Services and Integrations

Our platforms may integrate with third-party services, including:

Payment providers;
Banks and financial infrastructure;
Email providers;
SMS providers;
WhatsApp or messaging platforms;
Cloud infrastructure providers;
AI providers;
Analytics platforms;
Identity verification providers;
Accounting systems;
CRM systems;
Other enterprise software.

Third-party services may be governed by their own terms and policies.

CODEBARON does not control third-party services and is not responsible for their independent operation, availability, security or policies.

Where an integration becomes unavailable, changes its API or functionality, or is discontinued by the provider, CODEBARON may modify, replace or discontinue the affected integration where reasonably necessary.

15. Intellectual Property

Unless otherwise agreed in writing, CODEBARON owns or has the necessary rights to:

Our software;
Source code;
Platform architecture;
APIs;
Frameworks;
Libraries;
Design systems;
Documentation;
Templates;
Branding;
Logos;
Proprietary methodologies;
Generic technology components;
Reusable software components;
AI integration infrastructure;
Improvements and derivative technologies.

Nothing in these Terms transfers ownership of CODEBARON's intellectual property to you.

Customers receive only the rights expressly granted under the applicable service agreement or licence.

16. Customer Intellectual Property

You retain ownership of intellectual property that you provide to CODEBARON or that is specifically identified as customer-owned under an applicable agreement.

This may include:

Brand assets;
Customer content;
Business data;
Organisational records;
Customer-created documents;
Customer-specific information.

You grant CODEBARON the limited rights necessary to host, process, transmit, modify or otherwise use such material solely to provide the contracted services.

17. Custom Software Development

Where CODEBARON is engaged to develop custom software, ownership and licensing arrangements will be defined in the applicable:

Proposal;
Statement of Work;
Development Agreement;
Enterprise Agreement; or
Other written contract.

Unless explicitly assigned in writing, CODEBARON retains ownership of its pre-existing technology, reusable components, frameworks, libraries, tools, methodologies and general-purpose intellectual property.

18. Confidentiality

Each party may receive confidential information belonging to the other party.

Confidential information may include:

Business strategies;
Financial information;
Customer information;
Technical architecture;
Source code;
Product roadmaps;
Security information;
Commercial terms;
Trade secrets;
Non-public organisational information.

Each party agrees to use reasonable measures to protect confidential information and not disclose it to unauthorised third parties except where:

Required by law;
Necessary to provide contracted services;
Authorised by the relevant party;
Already publicly available through no breach of confidentiality.

Additional confidentiality obligations may be established through a separate NDA or commercial agreement.

19. Security

We implement reasonable technical and organisational safeguards designed to protect our services and information against unauthorised access, misuse, alteration, loss or destruction.

Security measures may include:

Authentication;
Access controls;
Encryption;
Audit logging;
Monitoring;
Secure development practices;
Backup and recovery procedures;
Vulnerability management;
Infrastructure security.

However, no internet-connected system can be guaranteed to be completely secure.

Customers are responsible for maintaining appropriate security practices within their own environments, including protecting credentials and configuring access permissions appropriately.

20. Availability and Service Changes

We aim to provide reliable and continuously improving services.

However, uninterrupted availability cannot be guaranteed.

Services may occasionally be unavailable because of:

Scheduled maintenance;
Emergency maintenance;
Security incidents;
Infrastructure failures;
Third-party service failures;
Network outages;
Telecommunications failures;
Events outside our reasonable control.

For enterprise or subscription services with defined service-level commitments, the applicable Service Level Agreement ("SLA") will take precedence over this section.

21. Beta and Early-Access Services

CODEBARON may occasionally make beta, preview, experimental or early-access features available.

Such features may:

Contain errors;
Change without notice;
Have limited functionality;
Be discontinued;
Not be covered by standard service-level commitments.

Beta services should not be relied upon for critical operations unless expressly agreed otherwise.

22. Acceptable Use

You agree not to use CODEBARON services to:

Commit or facilitate unlawful activity;
Conduct fraud;
Impersonate another person or organisation;
Distribute malware;
Attack or compromise systems;
Circumvent authentication;
Conduct unauthorised penetration testing;
Access information belonging to another user without authorisation;
Harass or abuse individuals;
Distribute unlawful or harmful content;
Violate intellectual property rights;
Conduct unauthorised surveillance;
Facilitate financial crime;
Abuse APIs or system resources;
Attempt to disrupt service availability.

We may suspend or terminate accounts involved in serious or repeated violations.

23. Prohibited Security Activities

Unless expressly authorised in writing by CODEBARON, you must not:

Conduct penetration tests against our infrastructure;
Perform vulnerability scans;
Attempt privilege escalation;
Attempt to bypass security controls;
Perform denial-of-service attacks;
Reverse engineer security mechanisms;
Attempt to access restricted infrastructure;
Attempt to obtain another user's credentials;
Exploit vulnerabilities.

If you believe you have discovered a security vulnerability, please report it responsibly to security@codebarontechnologies.com.

24. Communications

By engaging with CODEBARON, you may receive service-related communications such as:

Account notifications;
Security alerts;
Transaction confirmations;
Support communications;
Service updates;
Contractual notices.

Marketing communications will be handled in accordance with applicable law and our Privacy Policy.

You may opt out of non-essential marketing communications where applicable.

25. Professional and Regulatory Responsibility

CODEBARON provides technology services and software infrastructure.

Unless expressly stated in a written agreement, our services do not constitute:

Legal advice;
Financial advice;
Accounting advice;
Investment advice;
Medical advice;
Regulatory advice;
Professional certification.

Customers remain responsible for obtaining appropriate professional or regulatory advice for their specific circumstances.

26. Third-Party Content

Our website or services may contain information, links or integrations provided by third parties.

We do not guarantee the accuracy, availability or completeness of third-party content.

Third-party services remain subject to their respective terms and policies.

27. Disclaimers

To the maximum extent permitted by applicable law, our website and general services are provided on an "as available" and "as is" basis.

We do not guarantee that:

The website will always be available;
The service will always be uninterrupted;
The service will be completely error-free;
All information will always be accurate;
Third-party integrations will always operate;
AI-generated content will always be accurate;
The service will meet every specific business requirement unless expressly agreed in writing.

Where CODEBARON provides services under a specific commercial agreement, the warranties and service commitments contained in that agreement will apply.

28. Limitation of Liability

To the maximum extent permitted by applicable law, CODEBARON TECHNOLOGIES LTD and its directors, officers, employees, contractors and service providers shall not be liable for indirect, incidental, consequential, special or punitive damages arising from your use of our website or services.

This may include loss of:

Profits;
Revenue;
Business opportunities;
Data;
Goodwill;
Expected savings;
Business interruption.

Where liability cannot legally be excluded, it will be limited to the maximum extent permitted by applicable law.

For paid services, any contractual limitation of liability contained in the applicable service agreement will take precedence over this general provision.

29. Indemnification

To the extent permitted by applicable law, you agree to indemnify and hold harmless CODEBARON TECHNOLOGIES LTD, its directors, officers, employees and contractors from claims, losses, liabilities, damages and reasonable expenses arising from:

Your unlawful use of the services;
Your violation of these Terms;
Your violation of another person's rights;
Your misuse of Customer Data;
Your violation of applicable law;
Your unauthorised access or use of the services.

This provision does not apply to the extent that a claim results from CODEBARON's own negligence, wilful misconduct or other liability that cannot lawfully be excluded.

30. Suspension

We may temporarily suspend access to a service where reasonably necessary to:

Protect the security of the platform;
Investigate suspected abuse;
Prevent fraud;
Address a security incident;
Comply with legal requirements;
Address non-payment;
Prevent significant harm to the service or other users.

Where reasonably practical, we will provide notice before suspension.

31. Termination

You may stop using our services at any time.

CODEBARON may terminate or suspend access where:

You materially breach these Terms;
You engage in unlawful activity;
You repeatedly violate our Acceptable Use requirements;
Required payments remain unpaid;
Continued access creates a material security or legal risk;
The relevant service is discontinued.

Termination does not automatically extinguish obligations that by their nature should continue after termination, including confidentiality, intellectual property, liability and dispute-related provisions.

32. Effect of Termination

Upon termination:

Your access to the applicable service may cease;
Outstanding amounts may become immediately due;
Certain Customer Data may be deleted following applicable retention periods;
Licence rights may terminate where applicable.

For enterprise customers, data export and deletion procedures may be governed by the applicable service agreement or data-processing agreement.

33. Data Export

Where supported by the applicable service, customers may be able to export their data.

Enterprise customers may have additional data-export provisions established in their contracts.

Customers are responsible for requesting required exports before termination where applicable.

34. Force Majeure

CODEBARON will not be responsible for failure or delay caused by circumstances beyond our reasonable control.

These may include:

Natural disasters;
War;
Civil unrest;
Government action;
Internet infrastructure failures;
Telecommunications outages;
Major cyber incidents;
Power infrastructure failures;
Third-party infrastructure failures;
Epidemics or pandemics;
Other extraordinary events beyond reasonable control.

35. Governing Law

These Terms shall be governed by and interpreted in accordance with the laws of the Federal Republic of Nigeria, except where applicable law requires otherwise.

Where CODEBARON enters into an agreement with an international customer, the governing law and dispute-resolution mechanism may be established separately in the applicable commercial agreement.

36. Dispute Resolution

We encourage customers and users to contact CODEBARON first to resolve disputes informally.

Where a dispute cannot be resolved through good-faith discussions, the parties may pursue the dispute-resolution mechanism specified in the applicable agreement.

For services governed solely by these Terms and without a separate dispute-resolution agreement, disputes shall be subject to the jurisdiction of the appropriate courts of Nigeria.

37. Severability

If any provision of these Terms is determined to be invalid, unlawful or unenforceable, that provision shall be interpreted or modified to the minimum extent necessary to make it enforceable where legally possible.

The remaining provisions shall continue in full force and effect.

38. No Waiver

Failure by CODEBARON to enforce any provision of these Terms does not constitute a waiver of our right to enforce that provision in the future.

39. Entire Agreement

These Terms, together with any applicable:

Privacy Policy;
Service Agreement;
Subscription Agreement;
Statement of Work;
Order Form;
Service Level Agreement;
Data Processing Agreement; and
Other written agreements,

constitute the agreement governing your use of the applicable CODEBARON services.

Where there is a conflict between these Terms and a specific written enterprise agreement, the specific agreement will generally take precedence for the services covered by that agreement.

40. Contact Us

If you have questions about these Terms, our services or your relationship with CODEBARON, please contact us.

CODEBARON TECHNOLOGIES LTD

Email: legal@codebarontechnologies.com

Website: https://www.codebarontechnologies.com

Location: Lagos, Nigeria

For general enquiries: info@codebarontechnologies.com

For security matters: security@codebarontechnologies.com

For privacy matters: privacy@codebarontechnologies.com

41. Effective Date

These Terms of Service are effective from September 7, 2026.