How these terms become binding: These Standard Development Terms apply only when a quotation, proposal, order form or Statement of Work accepted by BVTechLabs and the client expressly incorporates them. They do not create a services contract merely because they are published online.
Every project should identify its deliverables, exclusions, fees, schedule, acceptance criteria and authorised approvers in a Statement of Work.
Important notice — please read before contracting
Acceptance, risk and liability
Clauses 7, 8, 9, 15, 16 and 17 contain time limits, allocate responsibility, limit remedies and liability, and may require the client to indemnify BVTechLabs. The client must review them before accepting a Statement of Work and ask BVTechLabs to explain anything that is not understood.
1. Parties and contract documents
"BVTechLabs" means BVTechLabs (Pty) Ltd, as the service provider identified in the applicable Statement of Work. "Client" means the person or organisation identified as the client in that document. Each is a "party" and together they are the "parties".
The agreement consists of, in descending order of priority:
- a signed change order or project-specific addendum;
- the Statement of Work;
- these Standard Development Terms; and
- any other document expressly incorporated by reference.
A higher-priority document prevails only to the extent of a direct conflict. Client purchase-order terms do not apply unless BVTechLabs expressly accepts them in writing.
2. Services and scope
BVTechLabs will perform the services and provide the deliverables described in the Statement of Work with reasonable professional skill and care. Dates are good-faith estimates unless the Statement of Work expressly describes a date as fixed.
Anything not expressly included is out of scope. Examples, demonstrations, mock-ups and discussions do not expand the scope unless recorded in a signed change order.
3. Client responsibilities
The client must:
- provide timely, accurate and complete instructions, decisions, content, data, credentials and system access;
- appoint an authorised project contact and authorised acceptance approver;
- review work, perform user-acceptance testing and give consolidated feedback within agreed periods;
- ensure it has the rights and lawful basis needed for all content, data, systems and materials supplied to BVTechLabs;
- maintain appropriate backups of client-controlled systems and data; and
- obtain any business, legal, regulatory, accessibility, tax or sector-specific advice outside BVTechLabs' expressly agreed technical scope.
BVTechLabs is entitled to rely on instructions and approvals from the client's appointed contacts. A client delay may extend the schedule and create reasonable additional charges or rescheduling.
4. Fees, expenses and payment
The client must pay the fees, taxes and approved expenses stated in the Statement of Work. Unless it states otherwise, invoices are due within 14 calendar days and fees are quoted exclusive of VAT where VAT is applicable.
The client must raise a genuine invoice dispute in writing within five business days, identify the disputed amount and explain the basis. Undisputed amounts remain payable. BVTechLabs may suspend work or withhold delivery, credentials, licences or intellectual-property transfer while an undisputed amount is overdue, after reasonable written notice.
5. Change control
Either party may propose a change to scope, assumptions, acceptance criteria, dependencies, schedule or fees. BVTechLabs is not required to begin a change until the parties approve its effect in writing.
Feedback that introduces a new requirement or changes an approved requirement is a change request, not a defect. Urgent work requested before formal approval may be charged at the agreed or then-current rate if BVTechLabs confirms that basis in writing.
6. Delivery and testing
BVTechLabs will notify the client when a deliverable is ready for acceptance testing. Unless the Statement of Work provides another period, the client has 10 business days from that notice to test it against the agreed acceptance criteria.
A rejection is valid only if the authorised approver provides written notice within the testing period that:
- identifies a reproducible and material failure against an acceptance criterion;
- provides reasonably sufficient steps, examples or evidence to reproduce it; and
- does not rely on an excluded, changed or previously undisclosed requirement.
BVTechLabs will use reasonable efforts to correct a valid non-conformity and resubmit the affected deliverable. The client will then retest the correction within five business days, limited to the corrected area and reasonably affected functions.
Important — project approval
7. Acceptance
A deliverable is accepted on the earliest of:
- the client confirming approval in writing, including by email or an agreed project system;
- the client launching, publishing, distributing or using the deliverable in production;
- the client receiving material beneficial use from the deliverable; or
- the testing period ending without a valid rejection.
Minor defects that do not materially prevent the agreed use do not delay acceptance and will be recorded for correction under clause 8.
Acceptance is conclusive evidence that the client has tested the deliverable and that it materially conforms to the agreed scope and acceptance criteria. After acceptance, the client may not reject the deliverable or require a refund for a matter that was known, approved, or reasonably discoverable during testing. This does not remove the limited warranty in clause 8 or any right that cannot lawfully be excluded.
8. Limited post-acceptance warranty
Unless the Statement of Work provides another period, BVTechLabs warrants for 30 calendar days after acceptance that the deliverable will materially perform according to the acceptance criteria when used in the agreed environment.
The client must report a claimed defect promptly, describe how to reproduce it and provide reasonable diagnostic access. BVTechLabs' obligation and the client's primary remedy are, at BVTechLabs' option:
- correcting or re-performing the affected work within a reasonable period; or
- if correction is not reasonably possible, crediting or refunding a reasonable portion of the fees paid for the materially affected work.
The warranty does not cover a problem caused by client or third-party changes, misuse, incorrect data or instructions, an unsupported environment, external services, infrastructure outside the agreed scope, failure to follow documentation, or a requirement not stated in the agreement.
Except as expressly agreed, BVTechLabs does not warrant that software will be entirely error-free, immune from every security vulnerability, continuously available, or guaranteed to achieve a particular commercial, regulatory or operational outcome.
9. Responsibility after acceptance
Acceptance completes the agreed delivery phase. Unless a support or maintenance service is included, BVTechLabs has no continuing obligation to operate, monitor, host, update, back up or support the deliverable after the warranty period.
The client assumes responsibility for production use, business decisions, user administration, credentials, content, backups, legal compliance and changes made after handover. Enhancements, changed requirements, platform updates and support requests are separately chargeable work.
10. Third-party services and open-source software
A deliverable may depend on hosting platforms, app stores, APIs, libraries, software, licences or accounts supplied by third parties. Those items are governed by their own terms, availability and fees. BVTechLabs does not control them and is not responsible for a third party changing, suspending or discontinuing its service.
Open-source and third-party components remain subject to their applicable licences. The client must maintain required subscriptions and comply with those licences after handover.
11. Intellectual property
Each party retains ownership of intellectual property it owned or developed independently before the engagement. BVTechLabs also retains its reusable methods, know-how, templates, tools, frameworks, utilities and generic components ("background materials").
Once all amounts for the relevant project have been paid, ownership of bespoke deliverables created specifically for the client transfers to the client to the extent stated in the Statement of Work. To the extent BVTechLabs background materials are embedded in those deliverables, BVTechLabs grants the client a perpetual, non-exclusive, worldwide licence to use them as part of the deliverable for the client's internal and commercial purposes.
No ownership transfers in third-party or open-source components. Unless the Statement of Work expressly says otherwise, working notes, proposals, rejected concepts and development tools are not deliverables.
12. Confidentiality
Each party must protect the other's non-public technical, commercial and business information using reasonable care, use it only for the engagement, and disclose it only to people who need it and are bound by confidentiality obligations.
This obligation does not apply to information that is public without breach, already lawfully known, independently developed, or lawfully received without restriction. A legally compelled disclosure is permitted where the receiving party gives notice when lawful and discloses only what is required.
13. Personal information and POPIA
Each party must comply with applicable data-protection law, including the Protection of Personal Information Act 4 of 2013 (POPIA).
Where BVTechLabs processes personal information on the client's documented instructions, the client is normally the responsible party and BVTechLabs is the operator. BVTechLabs will:
- process the information only with the client's knowledge or authorisation and for the agreed services;
- keep it confidential and limit access to authorised persons;
- maintain appropriate, reasonable technical and organisational safeguards;
- notify the client immediately when there are reasonable grounds to believe that unauthorised access or acquisition has occurred;
- require materially equivalent safeguards from authorised sub-operators; and
- return or securely delete project personal information at the end of the service when reasonably requested, except where retention is required by law or secure backup cycles.
The Statement of Work or a separate data-processing addendum must describe the processing where appropriate, including its subject matter, duration, purpose, data categories, data subjects, approved locations and sub-operators. High-risk, special-personal-information or regulated processing may require additional terms and security measures before work begins.
14. Security
BVTechLabs will implement security measures that are reasonable for the agreed scope and identified risks. The client remains responsible for security outside that scope, including production access management, user permissions, business processes and prompt installation of agreed updates after handover.
No connected system can be guaranteed completely secure. A penetration test, compliance certification, managed monitoring service, security audit or incident-response service is included only if the Statement of Work expressly says so.
15. Client-provided materials and indemnity
The client warrants that BVTechLabs may lawfully use the instructions, content, data, software and materials the client supplies for the engagement.
To the maximum extent permitted by law, the client indemnifies BVTechLabs against a third-party claim, reasonable cost or loss arising from unlawful client-provided materials, the client's infringement of another person's rights, an instruction BVTechLabs warned against, or the client's unlawful or unauthorised use of a deliverable. This indemnity is reduced to the extent BVTechLabs caused or contributed to the claim.
Important — limits on claims
16. Limitation of liability
To the maximum extent permitted by law, neither party is liable to the other for indirect, incidental, special or consequential loss, or for loss of profit, revenue, anticipated savings, business opportunity, goodwill or data.
BVTechLabs' total aggregate liability arising from a Statement of Work, whether in contract, delict (including negligence) or otherwise, is limited to the fees actually paid to BVTechLabs for the affected Statement of Work. For a recurring service without a separate project fee, the cap is the fees paid for that affected service during the six months before the event giving rise to the claim.
The limitation does not apply to fraud or wilful misconduct, and does not exclude gross negligence, statutory warranties, consumer remedies or any other liability to the extent that applicable law prohibits its exclusion or limitation.
The parties agree that the fees reflect this allocation of risk. A claim must be notified promptly with reasonable detail so that the other party has a fair opportunity to investigate and limit further loss.
17. Consumer-protection savings
If the Consumer Protection Act 68 of 2008 or another mandatory law applies, this agreement must be interpreted consistently with that law. Nothing waives a protected right, limits BVTechLabs' obligations below a legally required standard, or prevents the client from using a statutory complaint or dispute-resolution process.
18. Suspension, termination and handover
Either party may terminate a Statement of Work for a material breach that is not remedied within 10 business days after written notice, or immediately if the breach cannot reasonably be remedied. BVTechLabs may suspend affected work sooner where necessary to address non-payment, unlawful instructions or a material security risk.
On termination, the client must pay for services performed, accepted milestones and non-cancellable commitments up to the termination date. After payment, BVTechLabs will provide completed and paid-for deliverables and reasonably usable paid-for work in progress in its then-current state. Clauses intended by their nature to continue—including payment, intellectual property, confidentiality, data protection and liability—survive termination.
19. Events outside reasonable control
Neither party is liable for delay caused by an event outside its reasonable control, including widespread infrastructure or communications failure, natural disaster, civil disturbance, government action or material third-party platform outage. The affected party must give reasonable notice and take reasonable steps to reduce the effect. Payment obligations for work already performed are not excused.
20. Disputes and governing law
A party must first give written details of a dispute. Authorised representatives will try in good faith to resolve it within 10 business days before starting court proceedings, except where urgent relief is reasonably necessary.
The agreement is governed by the laws of the Republic of South Africa. Subject to any mandatory statutory forum or remedy, the South African courts have jurisdiction.
21. General
Neither party may transfer the agreement without the other's written consent, which may not be unreasonably withheld, except as part of a bona fide sale or restructuring of substantially all of the relevant business. BVTechLabs may use suitably qualified subcontractors and remains responsible for their work within the agreed scope.
A failure to enforce a right is not a waiver. If a provision is invalid or unenforceable, it will be limited or removed only as necessary and the rest continues. The agreement is the entire agreement about its subject and replaces prior discussions about that subject.
Written approvals and notices may be delivered by email or the agreed project system. The client is responsible for ensuring that its listed contacts and approvers remain current.
22. Contact
Contract questions and notices may be sent to support@bvtechlabs.co.za, subject to any project-specific notice details in the Statement of Work.