Terms & Conditions
1. Parties and services
Panda Play Studios (Pty) Ltd (“Consultant”) provides software engineering, architecture, and related professional services (“Services”) to the client (“Client”) as described in a statement of work, proposal, or email confirmation.
2. Independent contractor
Consultant is an independent contractor, not an employee, partner, or agent of Client. Consultant may use subcontractors with Client’s prior approval.
3. Fees and payment
- Hourly work: Billed at the rate agreed in writing for the engagement, in increments as stated on invoices.
- Fixed-fee work: Discovery calls, assessment sprints, and other fixed-fee engagements are invoiced at the fees quoted for that work. Where a discovery fee applies and Client proceeds with a project within 90 days, that fee is credited against the first invoice.
- Deposits and billing: New implementation work may require a deposit before work starts, with remaining fees billed as agreed (typically weekly in arrears) unless otherwise stated in the quote or statement of work.
- Payment methods: Fees may be processed via PayFast, PayPal, or another method agreed in writing. Amounts processed in a currency other than the quoted currency may use the prevailing exchange rate. Client is responsible for any payment-provider or bank fees unless stated otherwise.
- Late payment: Consultant may suspend work on overdue amounts after 14 days’ written notice.
4. Intellectual property
Upon full payment of applicable fees, Client receives ownership of bespoke deliverables created specifically for Client under the engagement, excluding Consultant’s pre-existing tools, libraries, and general know-how. Consultant retains the right to use non-confidential techniques and experience gained.
5. Confidentiality
Each party will keep the other’s confidential information secret and use it only to perform under the engagement, except as required by law. This obligation survives termination for three (3) years.
6. Warranties and liability
Services are provided with reasonable skill and care. Except where prohibited by law, Consultant’s total liability arising from the engagement is limited to the fees paid by Client for the Services giving rise to the claim in the twelve (12) months before the claim. Neither party is liable for indirect, consequential, or lost-profit damages.
7. Language
Services are delivered in English. Client confirms conversational English proficiency sufficient for technical and commercial discussions.
8. Termination
Either party may terminate on 14 days’ written notice. Client pays for work performed and non-cancellable commitments through the termination date.
9. Governing law
These terms are governed by the laws of the jurisdiction in which Consultant is registered, without regard to conflict-of-law rules. The competent courts of that jurisdiction have exclusive jurisdiction, subject to mandatory consumer protections where applicable.
10. Entire agreement
These terms, together with the applicable statement of work, constitute the entire agreement. Amendments must be in writing signed by both parties.