Terms of Service

1. Scope of Services

Vineyard Intelligence ("we," "us," "our") provides digital agency services including but not limited to: custom software development, website development, AI implementation, voice agent deployment, workflow automation, digital management, consulting, content creation, and ongoing support ("Services").

Each engagement is governed by a separate Service Agreement or Statement of Work ("SOW") that references these Terms. In the event of a conflict, the SOW prevails.

2. Engagement & Payment

• Project Kickoff: Work begins upon receipt of a signed SOW and the initial deposit.
• Deposit: 50% of the project fee is due before work commences. The remaining 50% is due upon milestone completion (before final delivery).
• Retainers: Monthly retainers are billed in advance on the 1st of each month and are non-refundable for the month billed.
• Late Payment: Invoices unpaid after 14 days may incur a 1.5% monthly late fee. Services may be suspended after 30 days of non-payment.
• Currency: All prices are in United States Dollars (USD) unless otherwise stated.

3. Intellectual Property

Client IP: You retain full ownership of all content, data, and intellectual property you provide to us ("Client Materials"). We are granted a license to use Client Materials solely for the purpose of delivering the Services.

Deliverables: Upon full payment, we assign all rights to the custom deliverables (code, designs, configurations) created specifically for your project ("Deliverables"). This excludes our pre-existing tools, frameworks, libraries, and methodologies ("Pre-Existing IP").

Pre-Existing IP: We retain all rights to our Pre-Existing IP, including but not limited to: reusable code components, AI training pipelines, automation templates, design systems, and internal tools. We grant you a perpetual, non-exclusive license to use any Pre-Existing IP incorporated into your Deliverables.

4. AI & Third-Party Services

Our Services may incorporate third-party platforms including but not limited to: OpenAI, Google Cloud AI, Anthropic, NVIDIA NIM, Cal.com, Supabase, Resend, Twilio, Vercel, and PostHog. We are not responsible for the uptime, security, or changes to these third-party services.

AI Limitations: AI systems may produce incorrect or unexpected outputs. We configure, test, and monitor AI systems to minimise errors, but we cannot guarantee 100% accuracy. We recommend human oversight for critical business decisions.

5. Confidentiality

Both parties agree to keep confidential all non-public information shared during the engagement ("Confidential Information"). This includes business processes, customer data, pricing, strategies, and technical implementations. This obligation survives termination of our agreement for a period of 3 years.

6. Warranties & Limitation of Liability

Our Warranty: We warrant that our Services will be performed in a professional and workmanlike manner. Deliverables will conform to the specifications in the SOW for 30 days after delivery ("Warranty Period"). Defects reported during this period will be corrected at no additional charge.

Disclaimer: Except as stated above, all Services and Deliverables are provided "as is" without any other warranties, express or implied, including but not limited to warranties of merchantability or fitness for a particular purpose.

Limitation of Liability: In no event shall either party's total liability exceed the total fees paid for the specific project giving rise to the claim. Neither party shall be liable for consequential, indirect, or incidental damages.

7. Termination

• By Client: You may terminate any project with 30 days' written notice. Fees for work completed up to termination are non-refundable.
• By Us: We may terminate for non-payment, breach of terms, or conduct that makes continued collaboration unreasonable, with 14 days' notice.
• Effect: Upon termination, you pay for all work completed up to that date. Deliverables paid for in full are yours. Pre-Existing IP remains ours.

8. Support & Maintenance

Support is provided according to your plan:

• Starter: Email support, 24-48 hour response, monthly reporting
• Growth: Priority email + WhatsApp support, 12-24 hour response, bi-weekly check-ins
• Enterprise: Dedicated account manager, 4-hour response, weekly check-ins

Emergency support (site-down, critical failure) is available 24/7 via WhatsApp for all active clients.

9. Governing Law

These Terms are governed by the laws of the Republic of South Africa. Any disputes shall be resolved through binding arbitration in Cape Town, South Africa. Each party bears its own legal costs.

10. Changes to Terms

We may update these Terms from time to time. Clients with active agreements will be notified of material changes via email at least 14 days before they take effect.