Welcome to Vessey & Vessey (Pty) Limited (“Vessey & Vessey,” “we,” “us,” “our”). These terms and conditions (“Terms”) govern the relationship between you (“Client,” “you,” “your”) and Vessey & Vessey regarding the provision of our product development services, which operate on a retainer-based financial model. By engaging our services, you agree to these Terms. If you do not agree to these Terms, please do not engage our services.

1.     Services Provided

Vessey & Vessey provides comprehensive product development services, including but not limited to design, engineering, prototyping, and project management (“Services”). The specific scope of work and deliverables will be outlined in a separate agreement or project proposal provided to you before the commencement of any Services.

2.     Retainer-Based Services Model

2.1.   Retainer Agreement

Vessey & Vessey operates on a retainer-based financial model, where the Client pays a fixed monthly fee (“Retainer Fee”) in advance for a predetermined amount of work or hours of service.

3.     Retainer Fee

The Retainer Fee and the scope of work it covers will be agreed upon in writing prior to the commencement of Services. The Retainer Fee must be paid monthly, in advance, unless otherwise agreed upon.

4.     Billing Cycle and Payment

Invoices for all timesheets are generated on the 25th of each month and are due by the 7th of the following month. If payment is not received by the 7th, any unused hours for that billing cycle will be reset. Payments can be made via electronic funds transfer (EFT).

5.     Unused Hours/Services

If the Client does not use the full scope of hours or services covered by the Retainer Fee within a billing cycle, the unused hours or services will roll over to the next cycle for a period not exceeding 60 days. This is subject to Item 3 above.

6.     Additional Work

Any work requested by the Client that exceeds the scope of the retainer agreement will be billed separately at Vessey & Vessey’s standard hourly or project rates, which will be agreed upon in writing before such additional work begins.

7.     Termination

Either party may terminate the retainer agreement by providing 30 days’ written notice. Upon termination, the Client will be responsible for any outstanding payments for services rendered up to the date of termination.

 

8.     Client Responsibilities

1.1.   Provision of Information

The Client agrees to provide all necessary information, materials, and approvals required for Vessey & Vessey to perform the Services. Any delays caused by the Client’s failure to provide such information may result in delays in the delivery of Services, for which Vessey & Vessey will not be held responsible.

9.     Communication

The Client agrees to maintain regular communication with Vessey & Vessey to facilitate the timely and efficient completion of the Services.

10.   Approvals

The Client is responsible for reviewing and approving all deliverables. Any changes or revisions requested after approval may result in additional fees.

11.  Intellectual Property

11.1.               Ownership

All intellectual property rights in the work produced by Vessey & Vessey during the course of the Services will remain the property of Vessey & Vessey until full payment has been received. Upon full payment, ownership of the intellectual property will be transferred to the Client, subject to any prior agreements.

12.   License

Vessey & Vessey grants the Client a non-exclusive, non-transferable license to use the deliverables for the purposes outlined in the retainer agreement or project proposal.

 

13.   Third-Party Materials

Any third-party materials or software used in the deliverables are subject to the licensing terms of the respective third-party providers, and the Client agrees to comply with those terms.

14.    Confidentiality

14.1.                Confidential Information

Both parties agree to keep all confidential information, including but not limited to proprietary information, trade secrets, and any other non-public information disclosed during the course of the Services, in strict confidence.

 

15.   Non-Disclosure

Neither party will disclose the other party’s confidential information to any third party without prior written consent, except as required by law.

 

16.   Duration

The obligations of confidentiality will survive the termination of these Terms for a period of 5 years.

17.  Limitation of Liability

1.1.   No Warranties

Vessey & Vessey provides the Services on an “as-is” basis without any warranties, either express or implied, including but not limited to warranties of merchantability or fitness for a particular purpose.

17.   Limitation of Liability

Vessey & Vessey’s total liability under these Terms, whether in contract, tort, or otherwise, shall not exceed the total amount paid by the Client to Vessey & Vessey for the Services during the 1 month preceding the event giving rise to the liability.

 

18.   Exclusion of Consequential Damages

Vessey & Vessey shall not be liable for any indirect, incidental, special, or consequential damages arising out of or in connection with the Services, even if Vessey & Vessey has been advised of the possibility of such damages.

 

19.    Governing Law and Dispute Resolution

19.1.                Governing Law

19.2.               These Terms shall be governed by and construed in accordance with the laws of South Africa, without regard to its conflict of law provisions.

20.   Dispute Resolution

Any disputes arising out of or relating to these Terms shall be resolved through good-faith negotiations. If the parties cannot resolve the dispute through negotiations, the dispute shall be submitted to mediation or arbitration in Greater Johannesburg, South Africa, as agreed by the parties.

 

21.   Changes to These Terms

Vessey & Vessey reserves the right to modify these Terms at any time. Changes will be effective immediately upon posting the revised Terms on our website or providing written notice to the Client. Your continued use of our services after any such changes constitutes your acceptance of the new Terms.

22.   Contact Information

If you have any questions or concerns about these Terms, please contact us at:

Vessey & Vessey (Pty) Limited

Email: connect@vessey.co.za

Phone: +27 68 644-6449

These Terms and Conditions constitute the entire agreement between you and Vessey & Vessey regarding the Services provided and supersede any prior agreements or understandings.