Terms of Service

These Terms of Service (“Terms”) govern your access to:

• proto42.vercel.app and its sub-domains (the “Site”), and
• any proposal, Statement of Work, subscription or other commercial agreement for services provided by This Is 42 (Pty) Ltd (“42,” “we,” “our,” “us”).

By using the Site or signing a Statement of Work (“SoW”), you—individually or on behalf of the legal entity you represent (“you,” “Client”)—agree to these Terms. If you do not accept them, do not use the Site and do not sign a SoW.

• Site licence – We grant you a revocable, non-exclusive licence to browse the Site for personal or internal-business use.
• Services – Your signed SoW + these Terms form the entire contract for the Engagement Model chosen.

If a conflict arises, the SoW prevails.

Sections 10 A-D apply only if your SoW includes the corresponding service tier.

• ROM estimates (± 30 – 50 %) are non-binding.
• A SoW becomes binding when signed (electronic signatures accepted).
• Scope, price or schedule changes follow the change-order path of the selected Engagement Model.
• We may refuse work that is unlawful or violates our ethical guidelines (e.g., weapons, hate speech).

• Invoices due 15 calendar days from issue unless the SoW states otherwise.
• Late payments accrue prime + 2 % p.m. (or maximum lawful rate).
• Fees exclude taxes; you are responsible for VAT/GST/withholding where applicable.

• IP in Deliverables transfers to you on full payment of all fees under the relevant SoW.
• 42 retains a perpetual right to reuse generic libraries, templates and know-how that contain no Client Confidential Information.
• Open-source components remain subject to their original licences; a /third-party-licenses.txt file is included with Forge 42 Deliverables.

• Use the other’s Confidential Information only for the engagement.
• Protect it with at least reasonable care.
• Not solicit or hire the other’s staff for paid work during the engagement and twelve (12) months thereafter (buy-out fee = 25 % of first-year salary).

• We comply with GDPR, POPIA, CCPA/CPRA.
• If we process personal data on your behalf, a Data Processing Addendum (DPA) with Standard Contractual Clauses is available.
• You will not provide special-category data unless explicitly covered in the SoW.

• Copy, scrape or frame Site content without consent.
• Introduce malware or attempt unauthorised access.
• Post unlawful, abusive or infringing content via forms or comments.

We may suspend access for violations without liability.

• We warrant Deliverables will substantially conform to the SoW for 30 days after acceptance (“Warranty Period”).
• Remedy: we correct defects using commercially-reasonable efforts.
• Disclaimer: Except as expressly stated, the Site and Services are provided “as is.” All implied warranties (merchantability, fitness, non-infringement) are disclaimed.

• Back-ups – Encrypted snapshots (WAL 5 min + nightly full). RPO ≤ 5 min, RTO ≤ 2 h (Edge/Full).
• 24 × 7 on-call; first response ≤ 15 min (P1).
• Client duties – DNS control, escalation contact, no unvetted scripts.
• Exclusions – Force Majeure, scheduled maintenance (< 2 h with 72 h notice), client-initiated misconfiguration.

• Deliverables: BPMN L1-L3, prototypes, FCI report.
• Warranty of readability & standards compliance; no guarantee if assumptions change post sign-off.
• You may reuse artefacts internally or with vendors provided branding and credits remain intact.

• Deliverables meet quality-gate thresholds in the SoW (e.g., ≥ 85 % coverage, zero critical CVEs).
• Dependencies under permissive licences; GPL only with written consent.
• Warranty Period may move to go-live if launch is delayed ≤ 60 days without code changes outside 42’s control.

• Deliverables: automated tests, performance scripts, security & a11y audits.
• Tests run in staging replicas; metrics may change in materially different environments.
• Non-functional results reflect state at test time; later infra changes void those specific results.

• Direct damages cap: 100 % of fees paid (or payable) under the SoW that caused the claim.
• Indirect / consequential / lost profits: excluded.
• Caps do not apply to liability for death, personal injury, fraud, or any non-excludable statutory liability.

• Client indemnifies 42 against third-party IP or legal claims arising from Client content or instructions.
• 42 indemnifies Client against claims that proprietary 42 code infringes IP, subject to prompt notice and sole control of defence.

Neither party is liable for delays caused by Force Majeure Events, provided it (a) notifies the other promptly, and (b) mitigates where reasonably possible.

• Material breach – either party may terminate if breach not cured within 30 days (7 days for payment).
• Convenience – Mini-DaaS / Full DaaS may be paused or scaled with 30-day notice; Discovery Sprint & Fixed-Scope Packs are non-cancellable once work starts.
• On termination: pay for work done, receive IP on payment.

• Law: Republic of South Africa.
• Venue: Gauteng High Court, Pretoria.
• Negotiation: 30 days good-faith negotiation before litigation.
• Optional mediation: SA Mediation Foundation; costs shared.
• Urgent equitable relief may be sought anytime.

We may update Terms; new versions posted with a revised “Last updated” date. Material changes → 30-day email notice to active Clients. Continued use = acceptance.

• Entire Agreement — Terms + SoW (+ DPA/SLA if any).
• Severability — Invalid clause severed, remainder enforced.
• Assignment — Neither party may assign without consent (except to successor in merger / acquisition with notice).
• Independent Contractors — No agency, partnership or joint venture.
• Survival — Payment, IP, confidentiality, liability, dispute and miscellaneous sections survive termination.

Plain-language takeaway:
We commit to clear scope, transparent maths, strong security and shared risk. You pay on time, keep us looped on changes, and together we turn ideas into resilient software.