Terms & Conditions

This website is operated by BinarySync ("BinarySync", "we", "us", "our"), a company providing software engineering, cloud, network, and managed IT services.

[TO CONFIRM: registered company name, registration number, and registered address.] Until these are published here, any contract you enter into with us will name the contracting entity in full, and that document is the authoritative statement of who you are contracting with.

You can reach us using the contact details in the footer of this site or through the form at /contact.

These terms do two separate things. First, they govern your use of this website. Second, they set out the default commercial terms on which we provide services where no separate signed agreement says otherwise.

Where we have signed a proposal, statement of work, master services agreement, or any other contract with you, that document takes precedence over this page in every respect in which the two differ. Nothing here reduces rights you have under that contract or under law.

We may update these terms. The version in force for a given engagement is the version published on the date that engagement was agreed, and the date at the top of this page tells you when this version was published.

You may read, print, and share the pages of this site freely. You may not use it in a way that breaks the law, interferes with its operation or its security, or attempts to gain access to any part of it, or any system connected to it, that is not intended to be public.

Automated access is permitted for search engine and AI assistant crawlers subject to our robots.txt. Bulk scraping for the purpose of republishing our content as your own is not, and neither is any automated submission to the contact form.

The site is provided as it stands. We take reasonable care to keep it accurate and available, but we do not guarantee that it will be uninterrupted, error-free, or free of anything harmful, and you should take your own precautions.

Nothing on this website is an offer capable of acceptance. Prices, timescales, and capabilities described here are indicative. A binding commitment only exists once we have issued a written proposal or statement of work and you have accepted it in writing.

We scope and price after discovery, not before it. Discovery is a paid stage in its own right and ends with a written scope, a price for the work that follows, and a list of the risks we identified. The output of discovery is yours: you are free to take it to another supplier, and we would rather you did that than proceed on a scope neither of us believes in.

Work outside an agreed scope is quoted as a change before it is started, never invoiced after it. Where a change is required because of information that was not available at the time of scoping, we will say so plainly and set out the options, including the option of not doing it.

Delivery depends on things only you can provide. Where these are late, timescales move by at least the length of the delay, and we will tell you as soon as we know rather than at the end.

Specifically, we will usually need:

You own the work we produce for you. Custom source code, infrastructure definitions, configuration, database schemas, and documentation written specifically for your engagement become your property on payment of the invoice covering the stage in which they were produced.

Work is delivered into your version control from the first commit, not at handover. This is deliberate and it is not negotiable in your disfavour: it means you are never in a position where leaving us costs you access to your own system.

Two things stay ours, and neither restricts what you can do with your system. General-purpose tools, libraries, patterns, and internal know-how we developed before or independently of your engagement remain ours, and you receive a perpetual, irrevocable, royalty-free licence to use them as part of the delivered work. Third-party open-source and commercial components remain the property of their own licensors and are governed by their own licences, which we will identify to you.

We may describe the nature of the work publicly, including the problem, the approach and the technologies, and name you as a client, unless you tell us not to. We will never publish your source code, your data, or anything you have marked confidential.

Unless a signed contract says otherwise, we invoice per completed stage rather than on a fixed monthly schedule, and invoices are payable within 30 days of issue.

Prices exclude VAT and any other applicable tax, which is added at the prevailing rate. They also exclude third-party costs incurred on your behalf, such as cloud consumption, licences, domain and certificate fees. Those are passed through at cost, with evidence, and only where you have agreed to them in advance.

Where an invoice is more than 30 days overdue we may suspend work and withhold delivery of work not yet paid for, after giving you written notice and a reasonable opportunity to settle. We will not suspend monitoring or incident response on a live production system for non-payment without at least 14 days written notice, because doing so would put your users at risk over a commercial dispute.

Anything you tell us about your business, your systems, your customers, or your plans is confidential. We use it only to do the work, we disclose it only to the people on our side who need it, and we keep it protected to the same standard as our own confidential information. This survives the end of the engagement.

Where we process personal data on your behalf, you are the controller and we are the processor. We will process it only on your documented instructions, keep it secure, assist you with data subject requests and breach notification, and return or delete it at the end of the engagement. Where required, this is governed by a separate data processing agreement rather than by this page.

We will tell you about a security incident affecting your data without undue delay and in any case within 72 hours of becoming aware of it, whether or not we are required to.

How we handle personal data collected through this website is set out in our Privacy Policy.

We warrant that we will provide our services with reasonable skill and care, by suitably qualified people, in line with the professional standards of the industry.

For 90 days after a stage is accepted, we will correct any defect in that stage at no charge. A defect means a failure of the delivered work to do what the agreed scope says it does. This does not cover changes of requirement, faults in third-party services, or problems caused by modifications made by someone else after delivery.

We do not warrant that software will be free of all defects, that it will be uninterrupted, or that it will meet a requirement that was never agreed. No software is free of all defects, and a supplier who tells you otherwise is telling you something they cannot know.

Nothing in these terms limits or excludes our liability for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot lawfully be limited or excluded.

Subject to that, neither party is liable to the other for loss of profit, loss of revenue, loss of anticipated savings, loss of business opportunity, or any indirect or consequential loss, however arising.

[TO CONFIRM: cap and its enforceability in the governing jurisdiction.] Subject to the paragraph above, our total aggregate liability arising out of or in connection with an engagement is limited to the total fees paid by you to us under that engagement in the twelve months preceding the event giving rise to the claim.

You are responsible for maintaining your own backups of any data in a system we build or operate, unless backup is an explicit part of a written scope we have agreed with you.

Our work is structured in stages so that any stage can be the last one. You may decline to proceed to the next stage at any time, for any reason, and you keep everything delivered and paid for up to that point: source, infrastructure definitions, documentation, and accounts.

Either party may end an engagement in progress by giving 30 days written notice. You pay for work completed and for work committed within the notice period; we complete an orderly handover, including documentation and a reasonable amount of paired time with your own developers.

Either party may end an engagement immediately if the other commits a material breach that is not put right within 30 days of being told about it in writing, or becomes insolvent.

Ongoing managed services are governed by their own notice period, set out in the service agreement for those services.

Neither party is liable for a failure to perform caused by something genuinely outside its reasonable control, provided it tells the other promptly and works to limit the effect.

Neither party may transfer its rights or obligations without the other written consent, except to a successor of substantially the whole of its business.

If any provision of these terms is found to be unenforceable, it is severed and the rest continues in force.

These terms and any signed contract between us are the entire agreement on their subject matter, and replace anything said or written beforehand.

No third party has any right to enforce these terms.

[TO CONFIRM: governing law and jurisdiction, to be set by a qualified adviser in the country of registration before this page goes live.]

These terms, and any dispute arising out of or in connection with them, are governed by the law of the jurisdiction in which BinarySync is registered, and the courts of that jurisdiction have exclusive jurisdiction.

Before either party starts proceedings, both agree to escalate the dispute to a senior person on each side and to attempt in good faith to resolve it within 30 days. This does not prevent either party seeking urgent injunctive relief.