Terms of Service

1. Scope of Services

Vineyard Intelligence ("we," "us," "our") provides website design and development, search engine optimisation, generative engine optimisation, research-based blog posts, hosting and maintenance, and a CRM connected to website forms ("Services"). Custom work such as bookings, a store, integrations, or multilingual pages is quoted on scope.

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.
• Builds: 50% of the build fee is due upfront. The balance is due on completion.
• Retainers: The care plan is invoiced monthly.
• 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: Published prices are in United States Dollars (USD). Rand amounts on the website use a fixed rate of R18 = $1.

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

A website may use third-party platforms, including hosting, email, booking, and analytics tools. We are not responsible for the uptime, security, or changes to those third-party services.

Search: We do not promise a specific ranking, a position in AI answers, or a number of leads. Search engines and AI tools decide what they show.

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 you: You may exit at any time and request your code. Fees for work already completed are not refunded. Deliverables paid for in full are yours.
• 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

The monthly retainer is $150 (R2,700). For $150 a month, your website is hosted, looked after, improved every month, and every lead lands in your own CRM. It includes a CRM connected to the site's forms, analytics and blog posting in the client portal, a heat map with monthly recommendations, 2 changes a month with no rollover, hosting and maintenance, and a monthly analytics report.

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.