These Standard Terms of Agreement (“Agreement”) govern the contract between you (“Client”) and TrevorSphere (trading as TrevorSphere) for the supply of digital products and services—including software development, mobile apps, website design, eBooks, live and self-study courses, personal consultations, IT support, and related deliverables (“Services”).
1. Definitions
– Services: The products or services described in an accepted Quotation or Order Confirmation.
– Deliverables: The final work product delivered to Client under this Agreement.
– Fees: The charges set out in the applicable Quotation or Order Confirmation.
2. Scope & Performance
TrevorSphere will perform the Services with reasonable skill and care, in accordance with industry standards and any specifications agreed in writing. Any change to scope must be documented and signed off by both parties (a “Change Order”) and may incur additional Fees and delivery dates.
3. Fees & Payment
3.1 Invoices. TrevorSphere will invoice according to the schedule in the Quotation (e.g., deposit, milestones, final).
3.2 Terms. Unless otherwise agreed in writing, payment is due within 14 days of invoice date.
3.3 Late Payment. Overdue amounts bear interest at 2% per month, plus any reasonable costs of collection.
3.4 Expenses. Client will reimburse any out-of-pocket expenses (e.g., travel, third-party fees) pre-approved in writing.
4. Delivery & Acceptance
4.1 Delivery. TrevorSphere delivers Deliverables electronically (e.g., download link, repository access) or by other means agreed in writing.
4.2 Acceptance. Client has 7 days from delivery to inspect the Deliverables and notify TrevorSphere in writing of any non-conformities or defects. If Client does not provide such notice within that period, the Deliverables will be deemed accepted.
4.3 Digital Products – No Returns or Refunds.
– Due to the intangible nature of digital products (including software, eBooks, course materials, serialized content, mobile apps, etc.), once those Deliverables have been made available for download or access, they are deemed accepted and are non-returnable and non-refundable.
– Notwithstanding the foregoing, if a material defect is notified in writing within 7 days of delivery and cannot be remedied by TrevorSphere, Client’s sole remedy shall be, at TrevorSphere’s option, either a replacement or a pro-rated refund for that specific product.
– This clause is subject to any non-waivable rights you may have under the Consumer Protection Act 68 of 2008 (“CPA”).
5. Intellectual Property & Licensing
5.1 Background IP. Each party retains ownership of all intellectual property it owned prior to this Agreement.
5.2 Deliverable IP. Upon full payment of all Fees, TrevorSphere grants Client a perpetual, worldwide, non-exclusive license to use, reproduce, and modify the Deliverables for Client’s internal business purposes.
5.3 Open-Source Components. Any open-source software included in Deliverables remains subject to its original license terms.
6. Confidentiality
Both parties shall keep confidential and not disclose to any third party any non-public information received under this Agreement, except as required by law or with the other party’s prior written consent.
7. Warranties & No Guarantees
7.1 Service Warranty. TrevorSphere warrants that Services will be performed with reasonable skill and care.
7.2 No Further Warranties. Except as expressly set out herein, no other warranties are given—whether express or implied. Client acknowledges that TrevorSphere makes no representations as to specific results or outcomes.
8. Limitation of Liability
8.1 Cap on Liability. TrevorSphere’s total liability under or in connection with this Agreement shall not exceed the total Fees paid by Client for the Services giving rise to the claim.
8.2 Exclusion of Consequential Loss. Neither party shall be liable for any indirect, incidental, special, or consequential damages (including loss of profit or data), even if advised of the possibility of such damages.
9. Indemnity
Client indemnifies and holds harmless TrevorSphere (and its officers, directors, employees, contractors, and agents) against all claims, losses, liabilities, damages, costs, or expenses (including reasonable attorneys’ fees) arising out of Client’s use, modification, or distribution of the Deliverables, except to the extent caused by TrevorSphere’s negligence or wilful misconduct.
10. Term & Termination
10.1 Term. This Agreement commences on the Effective Date and continues until the completion of the Services, unless terminated earlier in accordance with this section.
10.2 Termination for Cause. Either party may terminate if the other materially breaches this Agreement and fails to remedy the breach within 14 days of written notice.
10.3 Effect of Termination. Upon termination, Client shall pay for all Services performed up to the termination date. Any licenses granted shall survive termination as specified in Section 5.2.
11. Data Protection
In performing the Services, TrevorSphere may process personal data on Client’s behalf. Both parties agree to comply with the Protection of Personal Information Act 4 of 2013 (“POPIA”) and, where applicable, the EU General Data Protection Regulation (GDPR). A separate Data Processing Addendum may apply.
12. Governing Law & Dispute Resolution
This Agreement is governed by the laws of the Republic of South Africa. Any dispute arising out of or relating to this Agreement shall first be referred to mediation in Johannesburg; if unresolved within 30 days, the dispute shall be finally settled by arbitration under the Arbitration Foundation of Southern Africa (AFSA) rules.
Contact
For any questions about this policy, please reach out via our Contact page, or submit a Support Ticket from your Dashboard if you’re an existing customer. We aim to respond within 2 business days.