Terms of Service

1. By accessing this website or using our services, you agree to be bound by these Terms of Service. These terms constitute a legally binding agreement between you and VVW Software. If you do not agree, please discontinue use of the site immediately.

1. These Terms of Service ("Terms") constitute the general terms and conditions applicable to all users and clients of Villiers Vision Works (Pty) Ltd ("VVW").
2. Notwithstanding anything to the contrary contained herein, any written agreement, proposal, statement of work (SOW), engagement letter, or service contract executed between VVW and a client shall take precedence over these Terms to the extent of any inconsistency.
3. Any bespoke commercial arrangement, including but not limited to equity participation, revenue sharing, investment arrangements, strategic partnerships, or alternative consideration structures, shall be governed exclusively by a separate written agreement and shall not form part of these Terms.
4. These Terms are intended to apply to general clients and the public and do not regulate bespoke commercial or equity arrangements.

1. Ownership Default: All right, title, and interest in and to any software, code, documentation, designs, or "work product" created by VVW Software (the "Work") remains the sole and exclusive property of VVW Software unless expressly licensed or assigned in writing.
2. No Automatic Transfer: Access to our services or payment of an invoice does not constitute a transfer of copyright or ownership. Any transfer of ownership must be executed via a separate, written Copyright Assignment Agreement signed by an authorized director of VVW Software.
3. Background IP: VVW Software retains all rights to its pre-existing tools, frameworks, and "boilerplate" code ("Background IP") used during any development.

1. Standard Limited License: Upon full and final payment of all invoices, the client is granted a non-exclusive, non-transferable, and revocable license to use the Work solely for its intended internal business purpose.
2. New & Add-on Work: This limited license applies to all new developments and any work added "on top" of a client's existing IP. VVW Software does not claim ownership of the client's original pre-existing IP, but we retain ownership of the specific modifications and additions made by us.
3. Exclusivity Must Be Negotiated Upfront: The default license granted is non-exclusive.
4. • If a client requires an Exclusive License, this must be explicitly negotiated, quoted for, and agreed upon in writing prior to the commencement of work.
5. • Exclusive licenses are subject to a separate, premium fee structure and a signed Exclusive Licensing Agreement.
6. Late Requests: Any request for exclusivity or copyright transfer made after the commencement of work will be treated as a new negotiation and may result in significant additional costs or refusal at VVW Software's discretion.
7. Payment Trigger: No license (limited or otherwise) is granted until VVW Software has received cleared payment in full. Any use of the Work beyond evaluation or internal testing prior to full payment constitutes an infringement of copyright.

1. Invoices are payable within seven (7) days unless otherwise agreed in writing.
2. Late payments incur interest at 2% per month, compounded monthly, or the maximum rate permitted by law, whichever is lower.
3. VVW reserves the right to suspend services for overdue accounts.
4. Clients are responsible for all collection costs, including legal fees on an attorney-and-client scale.

VVW provides services on an "as is" basis and makes no warranties beyond those expressly agreed in writing.

Liability Cap

To the maximum extent permitted by law, VVW's total aggregate liability per claim or series of related claims, whether in contract, delict, statute, or otherwise, arising out of or in connection with the services shall be limited as follows:

1. Where the total fees paid by the client to VVW in the twelve (12) months preceding the event giving rise to the claim are less than ZAR 250,000, VVW's liability shall be limited to 50% (fifty percent) of such fees; or
2. Where the total fees paid by the client to VVW in the twelve (12) months preceding the event giving rise to the claim are equal to or exceed ZAR 250,000, VVW's liability shall be limited to ZAR 250,000 (two hundred and fifty thousand Rand),
3. whichever amount is lower.

This limitation does not apply to liability arising from fraud, wilful misconduct, or gross negligence.

VVW shall not be liable for any indirect, consequential, incidental, or economic loss, including but not limited to loss of profits, revenue, data, goodwill, or business interruption.

1. Either party may terminate an engagement on thirty (30) days' written notice, unless otherwise agreed.
2. VVW may terminate services immediately in the event of material breach, including non-payment.
3. Upon termination: (a) all outstanding fees become immediately due and payable; (b) all intellectual property remains the property of VVW unless otherwise agreed.
4. Termination of these Terms does not automatically terminate any separate commercial, equity, or investment agreement unless expressly stated in such agreement.

1. These Terms shall be governed by and interpreted in accordance with the laws of the Republic of South Africa.
2. VVW reserves the right to institute proceedings in the courts of the Western Cape, Cape Town, which shall have exclusive jurisdiction, or to refer disputes to arbitration in terms of the Arbitration Act 42 of 1965.
3. The client shall be liable for all legal costs incurred by VVW on an attorney-and-client scale where VVW is successful.

1. Severability: If any part of these terms is found invalid, the rest remains in effect.
2. Precedence: If you have a signed Master Services Agreement (MSA) with us, the terms of that MSA will take precedence over these website terms in the event of a conflict.

1. VVW may amend these Terms from time to time. Continued use of the services after publication of updated Terms constitutes acceptance of the revised Terms.

1. The latest published version of these Terms supersedes all previous versions. Continued instruction or acceptance of deliverables constitutes acceptance of the current version.