Terms &
conditions.

About these terms

These terms govern product strategy, industrial design, product development, mechanical engineering, CAD, drawings, analysis, simulation, prototyping, validation, design-for-manufacture, drawing-office resources, product-lifecycle management, reverse engineering and related professional services supplied under the public name Vessey Design & Engineering by VESSEY Design and Engineering (Pty) Limited (“Vessey”, “we”, “us”). The client named in the applicable proposal, quotation, statement of work, order or invoice is “you” or the “Client”.

Vessey & Vessey (Pty) Limited, VESSEY Design and Engineering (Pty) Limited and VESSEY Manufacturing (Pty) Limited are separate legal entities. Only the entity named on the applicable commercial document is the contracting party. Shared branding, personnel, referrals or participation in an integrated project do not make one group company responsible for another’s work or obligations.

The agreement consists of, in descending order of priority: a signed project-specific agreement; an approved change order; the accepted proposal, quotation or statement of work; an accepted purchase order; these terms; and the approved brief. A client purchase-order term does not amend the agreement unless Vessey expressly accepts it in writing. You accept the agreement by signing, issuing a purchase order, paying a deposit or invoice, authorising work or otherwise instructing us to proceed. Consumer rights that cannot lawfully be excluded remain unaffected.

An integrated project may move from concept generation to design, engineering and manufacture. Each stage may require a separate scope, quotation, purchase order, payment and invoice, and must be paid into the bank account shown on that entity’s invoice. A referral between group companies does not transfer the original agreement.

Our registered and physical address is 99 Conrad Drive, Blairgowrie, Johannesburg, South Africa, 2194. Contact: connect@vessey.co.za or +27 68 644-6449.

Engagement and scope

2.1 Project services

The proposal defines the problem to be addressed, deliverables, exclusions, assumptions, review gates, fee and programme. An estimate is not a guarantee of final effort where the scope is uncertain. Work outside the agreed scope requires an approved change order or separate quotation.

2.2 Retainer services

Retainer terms apply only where the proposal describes the engagement as a retainer. The retainer reserves an agreed level of access or hours for the stated billing cycle; it is not unlimited availability. Unless the proposal expressly allows rollover, unused time expires at the end of the cycle. Any agreed rollover, cap and expiry period will be stated in the proposal. Work exceeding the available retainer is performed only after written approval of the additional fee or next allocation.

2.3 No exclusivity

Unless expressly agreed, neither party is exclusive. We may serve other clients, including in related sectors, provided we protect your confidential information and do not reuse your project-specific deliverables in breach of the agreement.

Fees, VAT and payment

Fees are stated in South African rand unless the proposal says otherwise and exclude VAT unless expressly marked as VAT-inclusive. Disbursements, specialist suppliers, travel, prototypes, materials, licences and third-party costs are charged only where included in the proposal or approved in writing.

Invoices are issued at the milestones or intervals stated in the proposal and are payable by the stated due date. You must query an invoice in writing within seven business days, identifying the disputed amount and reason, and pay any undisputed amount on time. Overdue amounts may attract interest at the maximum lawful rate and reasonable collection costs. We may suspend work on reasonable written notice while a material overdue amount remains unpaid.

A deposit or advance reserves capacity and is applied to the relevant work. It is refundable only to the extent required by law or expressly stated in the proposal. We do not begin chargeable additional work without written approval.

Client responsibilities

You must appoint an authorised decision-maker; provide accurate, complete and timely briefs, requirements, data, drawings, samples and access; identify safety, regulatory, environmental and performance constraints; disclose third-party or legacy technology that must be retained; and ensure you have the right to supply all client materials.

You remain responsible for commercial decisions, market claims, legal and patent advice, certifications, permits and specialist approvals unless the proposal expressly assigns a defined task to Vessey. We may rely on information and instructions supplied by you or your nominated representatives without independently verifying them unless verification is part of the scope.

A delay, omission or change in client input may move the programme and create additional work. We will identify the effect before charging for material additional effort.

Changes, programme and dependencies

Either party may propose a change. A material change to requirements, quantity of concepts, approved direction, interfaces, compliance basis, deliverable format or programme becomes effective only when scope, fee and timing are recorded in writing. Email approval by the authorised decision-maker is sufficient unless the proposal requires signature.

Dates are estimates unless expressly guaranteed. The programme pauses while we wait for information, feedback, approval, payment or a third-party dependency. Neither party is liable for delay caused by events outside reasonable control, but the affected party must communicate promptly and use reasonable efforts to reduce the effect.

Review, revisions and approval

Review gates exist to control decisions. Feedback must be consolidated, clear and supplied by the nominated decision-maker within the stated review period. The proposal states the included revision allowance. Conflicting, piecemeal or late feedback may be treated as a change.

Written approval authorises Vessey to rely on the approved deliverable and proceed. A request to revisit an approved stage may affect later work, price and programme. If you direct us to proceed without requested testing or contrary to a recorded recommendation, we may require the instruction and associated risk to be confirmed in writing.

Design, engineering, prototypes and validation

We perform the agreed professional services with reasonable skill and care. A concept is not a dimensioned, engineered or manufacturing-ready product unless the deliverables expressly say so. Renders and early prototypes communicate intent and may differ from production geometry, material, colour, finish, performance and cost.

Calculations, simulations and CAD depend on the assumptions, loads, materials, boundary conditions and information recorded in the project. They do not replace physical verification where testing is appropriate. Prototype performance does not by itself prove production performance.

Before manufacture, sale, installation or safety-critical use, the responsible parties must complete the design reviews, risk assessments, testing, certification, regulatory assessment and production validation appropriate to the intended product and market. Vessey is responsible only for the tasks expressly included in its scope.

Intellectual property and project files

Each party retains its pre-existing intellectual property, tools, methods, know-how, libraries, templates and generic technology (“Background IP”). You retain ownership of client materials and grant Vessey a limited licence to use them to perform the project.

Ownership or licensing of project-specific deliverables is determined by the proposal. If the proposal is silent, after full payment we grant you a perpetual, worldwide, non-exclusive licence to use the final approved deliverables for the stated project and intended purpose. Working files, rejected concepts, source files, manufacturing know-how and Background IP are not transferred unless expressly listed. No rights pass while related invoices remain unpaid.

Payment for a Product Concept Generator package does not include later industrial design, CAD, calculations, drawings, verification, prototypes, tooling or manufactured products. Manufacturing methods, process settings, fixtures and templates remain the Background IP of VESSEY Manufacturing unless expressly transferred in writing.

Third-party components, software, fonts, images, standards and supplier data remain subject to their own licences. We will identify material third-party restrictions known to us. Unless confidentiality or the proposal prevents it, Vessey may name the Client and show publicly released work in its portfolio only after seeking reasonable written approval.

Confidentiality and data

Each party must protect non-public technical, commercial and project information with at least reasonable care, use it only for the engagement and disclose it only to personnel and suppliers who need it and are bound by suitable obligations. This does not cover information lawfully public, already known without restriction, independently developed or lawfully received from another source.

Confidentiality continues for five years after the engagement ends; trade secrets remain protected while they qualify as trade secrets. A separate signed NDA prevails if it provides stronger or more specific protection. Required legal disclosure is permitted after reasonable prior notice where lawful.

You authorise proportionate sharing of project information within the VESSEY Group only for quotations, feasibility checks, project coordination, performing requested services and maintaining necessary records. That sharing does not transfer ownership or change the contracting entity. Confidentiality and POPIA obligations continue to apply.

Personal information is handled under the applicable Vessey privacy notice and POPIA. Do not send unnecessary personal or special personal information in project files.

Warranties, remedies and liability

We warrant that the agreed services will be performed with reasonable skill and care. If a material service defect is reported within a reasonable time, our first remedy is to re-perform the affected service where reasonably possible. No term excludes a warranty, remedy or liability that applicable law does not permit us to exclude.

To the maximum extent permitted by law, neither party is liable for indirect, incidental, special or consequential loss, loss of profit, revenue, opportunity, production, data or goodwill. The total aggregate liability of VESSEY Design and Engineering (Pty) Limited arising from an engagement is limited to the fees paid or payable to that entity for the affected project or, for a retainer claim, the fees paid to that entity in the twelve months preceding the event. No other VESSEY Group entity has joint, several or vicarious liability merely because of shared branding, a referral or participation in the wider project. This cap does not apply to fraud, wilful misconduct, liability that cannot lawfully be limited, or a party’s breach of confidentiality or infringement of the other party’s intellectual property.

You indemnify Vessey against third-party claims arising from unlawful or rights-infringing client materials, an unauthorised instruction, or use of a deliverable outside its agreed purpose, except to the extent caused by Vessey’s breach or negligence.

Suspension and termination

Either party may terminate an ongoing retainer or open-ended engagement on thirty days’ written notice unless the proposal states another period. A fixed project may be terminated for convenience on written notice, but the Client must pay for work performed, approved commitments and reasonable close-out costs up to termination. Either party may terminate for a material breach not remedied within ten business days after written notice, or immediately for insolvency, unlawful instructions or a serious confidentiality or security breach.

On termination, we will provide paid-for completed deliverables and a reasonable status handover. Clauses intended to survive—including payment, confidentiality, intellectual property, liability and disputes—continue.

General terms, disputes and notices

The parties are independent contractors. Neither may bind the other. Subcontractors may be used where appropriately skilled and bound by confidentiality; Vessey remains responsible for its contracted scope. Neither party may assign the agreement without consent, not to be unreasonably withheld, except as part of a genuine business transfer.

South African law governs. Senior representatives must first try in good faith to resolve a dispute. If unresolved after ten business days, either party may propose mediation in Johannesburg. Nothing prevents urgent court relief. Unless the parties separately agree to arbitration in writing, the courts with jurisdiction in Johannesburg may determine the dispute.

Formal notices must be sent to the addresses in the proposal and copied to connect@vessey.co.za. Routine project approvals may be given by email. If a provision is unenforceable, it is adjusted or severed only to the extent necessary. A waiver must be in writing. Amendments to an existing engagement require written agreement; website updates apply prospectively and do not rewrite an accepted proposal.