Software Terms of Use
This document is Vibe Crafted Software (Pty) Ltd's master Terms of Use for (a) licensing our pre-built "Standard Apps," and (b) custom/bespoke software development engagements. It governs both relationships together, since they run through the same company, the same support desk, and the same legal foundation.
These terms cover software licensing and development only. General use of this website is governed by our separate Website Terms of Use, not this document.
1. Who we are
Vibe Crafted Software (Pty) Ltd (registration number 2026/638376/07), a private company incorporated in South Africa, registered office Accumulo House, 11B Bedfordview Office Park, 3 Riley Road, Bedfordview, Gauteng, 2007, South Africa. Contact: info@vibecraftedsoftware.com.
2. Definitions
- "Standard App" means a pre-built software application offered by us to more than one customer under substantially the same terms, as described in the applicable Order.
- "Custom Development" or "Bespoke Software" means software designed and built specifically for one Client under a Statement of Work ("SOW").
- "Order" and "SOW" mean the specific proposal, quote, or statement of work agreed in writing (including by email) between us and the Client, describing the Standard App licensed or the Custom Development to be performed, the fees, and the timeline.
- "Deliverables" means the Standard App and/or the software, documentation, and other materials delivered under an SOW.
- "Background IP" means intellectual property that exists before, or is developed independently of, a particular Order or SOW — including our Standard App codebases, internal frameworks, tools, and know-how.
- "Custom IP" means intellectual property created specifically for the Client under an SOW, excluding any Background IP embedded in it.
- "Client Materials" means data, content, branding, and other materials the Client provides to us for use in performing an Order or SOW.
- "Fees" means the amounts payable under an Order or SOW.
3. How this document works with an Order/SOW
This document is our master Terms of Use for software licensing and development. Every Order and every SOW incorporates it by reference. If an Order or SOW expressly states a different term for that specific engagement, the Order/SOW term prevails for that engagement only — this document still governs everything the Order/SOW doesn't address.
4. Intellectual property
4.1 Background IP. We own, and retain, all right, title, and interest in our Background IP, including the codebase of any Standard App and any reusable frameworks, components, or tools used to build Deliverables. Nothing in this document or any SOW transfers ownership of Background IP.
4.2 Standard App licence. Subject to full payment of the applicable Fees, we grant the Client a non-exclusive, non-transferable, non-sublicensable licence to use the Standard App for the Client's own internal business purposes, for as long as the Client's subscription/support period under the applicable Order remains active. The Client may not, and may not permit any third party to: reverse-engineer, decompile, or disassemble the Standard App except to the extent applicable law makes this restriction unenforceable; resell, sublicense, or provide the Standard App to any third party as a standalone product; or use the Standard App to build a competing product.
4.3 Custom IP assignment. Upon our receipt of full and final payment of all Fees due under the applicable SOW, we assign to the Client all right, title, and interest in the copyright and other intellectual property rights in the Custom IP created specifically for the Client under that SOW, excluding any Background IP embedded in it, which remains licensed to the Client under clause 4.2 (applied to that SOW's Deliverables) for as long as the Client continues to use the Deliverables in accordance with this document. Until such payment is received in full, all Custom IP remains our exclusive property.
4.4 Client Materials. The Client retains all rights in Client Materials. The Client grants us a licence to use Client Materials solely to perform the applicable Order or SOW.
5. Standard Apps: what's included
Each Standard App licence includes the features and support described in the applicable Order (for example: a dedicated app website, in-app support ticketing, documentation, and AI-assisted setup, where stated). We may update or improve a Standard App from time to time; material reductions in functionality will be communicated in advance where reasonably possible.
6. Custom Development engagements
6.1 Scope. Each Custom Development engagement is governed by its SOW, which describes the scope, Fees, milestones, and timeline.
6.2 Change orders. Either party may propose a change to scope, timeline, or Fees. No change is binding until agreed in writing (including by email) by both parties.
6.3 Acceptance. We will notify the Client when a Deliverable is ready for review. The Client has 10 business days from that notice to identify, in writing, any material respect in which the Deliverable fails to conform to the applicable SOW. If the Client doesn't do so within that period, the Deliverable is deemed accepted. If the Client identifies a valid non-conformity, we will remedy it within a reasonable time and resubmit it for acceptance.
7. Fees and payment
Fees are stated in the applicable Order/SOW, exclusive of VAT and any other applicable taxes, which are payable in addition where applicable. Invoices are payable within 30 days of the invoice date. We may charge interest on overdue amounts at the rate prescribed from time to time under the Prescribed Rate of Interest Act 55 of 1975, and may suspend access to a Standard App or pause Custom Development work while an invoice remains unpaid beyond 14 days past due, without that suspension constituting a breach by us.
8. Support, maintenance, and no guaranteed SLA by default
We will use reasonable efforts to respond to support requests raised through the channel described in the applicable Order. Unless a separate Service Level Agreement has been purchased and expressly agreed in writing, no specific response time or uptime is guaranteed. Support does not cover issues caused by Client misuse, unauthorised modification, or third-party integrations not built or approved by us.
9. Confidentiality and data protection
9.1 Confidentiality. Each party will keep the other's confidential information (information disclosed under this relationship that a reasonable person would understand to be confidential) confidential, and use it only to perform its obligations here, except information that is public, was already known, is independently developed, or must be disclosed by law.
9.2 Personal information. Where we process personal information on the Client's behalf in connection with a Standard App or Custom Development (for example, the Client's own end-user data flowing through a system we built), we act as an operator as defined in the Protection of Personal Information Act 4 of 2013 ("POPIA"), and the Client remains the responsible party. We will process that information only on the Client's documented instructions, maintain its confidentiality, and implement appropriate security safeguards, consistent with POPIA sections 19–21. The parties will agree a separate data processing addendum where the engagement requires more specific terms than this clause provides.
10. Warranties and disclaimers
10.1 Limited warranty. We warrant that, for 90 days from delivery, Deliverables will materially conform to their Documentation. The Client's sole remedy for breach of this warranty is that we will repair the non-conformity at no additional charge.
10.2 Disclaimer. Except as expressly stated in clause 10.1, and to the maximum extent permitted by law, Deliverables are provided without any other warranty, express or implied, including any warranty of merchantability or fitness for a particular purpose. If the Client is a "consumer" under the Consumer Protection Act 68 of 2008, nothing in this clause limits any implied warranty or right the Client has under that Act.
11. Limitation of liability
Please read this clause carefully — it limits our liability to you. To the maximum extent permitted by law, our total liability arising out of or in connection with an Order, an SOW, or this document, whether in contract, delict, or otherwise, is limited to the total Fees paid by the Client under the applicable Order/SOW in the 12 months preceding the event giving rise to the claim. Neither party is liable for any indirect, special, or consequential loss, including loss of profit, revenue, or data.
Nothing in this clause limits liability for death or personal injury caused by negligence, fraud, gross negligence, wilful misconduct, or anything else that cannot lawfully be excluded or limited under South African law.
12. Indemnity
Each party will indemnify the other against third-party claims arising from that party's breach of this document, gross negligence, or wilful misconduct, subject to the limitation in clause 11.
13. Term and termination
13.1 Either party may terminate an Order or SOW for the other party's uncured material breach, on 14 days' written notice describing the breach, if it remains uncured at the end of that period.
13.2 We may suspend or terminate a Standard App licence for non-payment as described in clause 7.
13.3 On termination: the Client pays for all work performed and Fees due up to the termination date; any Standard App licence ends; and each party returns or destroys the other's confidential information and Client Materials on request, except as needed to comply with law or for backup/archival purposes consistent with ordinary retention practice.
14. Force majeure
Neither party is liable for a failure or delay in performance caused by circumstances beyond its reasonable control, including load-shedding or other utility failures, internet or cloud-provider outages, natural disaster, or governmental action, for as long as that circumstance continues.
15. Compliance
Each party will comply with applicable law in performing its obligations, including anti-bribery and anti-corruption law (in South Africa, the Prevention and Combating of Corrupt Activities Act 12 of 2004) and any applicable trade control or sanctions law, where the engagement involves cross-border delivery.
16. Governing law and dispute resolution
These terms, and any Order or SOW entered into under them, are governed by the laws of the Republic of South Africa. The parties submit to the non-exclusive jurisdiction of the South African courts, with the Gauteng Division of the High Court of South Africa (Johannesburg) as the parties' preferred forum.
17. General
If any provision is found unenforceable, the rest remains in force. The order of precedence between documents is: the applicable Order/SOW, then this document, then any marketing or descriptive material (which is not contractually binding). Neither party may assign this document without the other's consent, except to a successor of substantially all its business. The relationship between the parties is that of independent contractors; nothing here creates a partnership, agency, or employment relationship. No failure to enforce any provision is a waiver of it.
Questions about these terms, or about a specific Order/SOW? Contact us.