Professional Services Terms & Conditions

By engaging Pocket Development Consulting (Pty) Ltd (“Pocket Dev”, “we”, “us”, or “the Developer”) for software development, design, consulting, or related technical services, you (“the Client”) agree to be bound by these Professional Services Terms and Conditions.

These Terms, together with any signed Non-Disclosure, Non-Circumvention and Intellectual Property Agreement and specific project quotations, constitute the entire agreement between the parties.

If you do not agree to these Terms, do not engage our services.

We provide software development, design, consulting, and related technical services as specified in individual project quotations and statements of work.

The scope of work is strictly limited to the line items listed in each quotation. Any work not expressly included in the agreed quotation or statement of work constitutes a Change Request and may require a revised quotation, timeline, and delivery schedule. Change Requests are billed at our then-current standard hourly rate, unless otherwise agreed in writing.

The Developer may use AI-assisted engineering tools to improve productivity, code quality, documentation, and testing. Such use does not affect ownership of deliverables or the Client’s intellectual property rights.

The Client acknowledges that technical recommendations, architectural decisions, and implementation approaches are based on the Developer’s professional judgment and experience. The Developer will act in the Client’s best interests but cannot guarantee commercial outcomes or business success.

We reserve the right to decline any project that does not align with our technical standards, ethical guidelines, or capacity.

The Client agrees to:

• Provide timely access to necessary information, assets, and resources
• Deliver functioning API endpoints and accompanying documentation by agreed project start dates where applicable
• Respond to requests for information or decisions within reasonable timeframes
• Designate a single point of contact for project communications
• Review and approve deliverables within the timeframes specified in the project schedule

Delays caused by the Client’s failure to provide required materials, feedback, or approvals may pause the project timeline but will not delay interim payment milestones if the Developer’s work is ready. Project timelines may be adjusted to accommodate other scheduled client work following prolonged delays.

Payment terms are specified in each project quotation. Our standard payment structure is:

• Deposit: 30% due before work commences
• Beta Release: 40% due upon delivery of test build for User Acceptance Testing
• Go-Live: 30% due upon submission to app stores or final delivery

All invoices are payable within seven (7) days of issue. We reserve the right to charge interest on overdue amounts in accordance with the Prescribed Rate of Interest Act, 55 of 1975, calculated from the due date until the date of full payment.

We reserve the right to suspend work or withhold deployment if invoices remain unpaid past the due date. During suspension, we are under no obligation to allocate engineering resources to the project.

Ownership of custom source code transfers to the Client only upon full and final settlement of all fees listed in the quotation.

Our deliverables may rely on third-party platforms and services, including but not limited to cloud hosting providers, app stores, payment processors, analytics services, and communication APIs.

The Developer is not responsible for service interruptions, pricing changes, policy changes, API modifications, or discontinuation of third-party platforms beyond its reasonable control. The Developer is not responsible for delays caused by third-party approval processes, including but not limited to app store reviews.

The Client is responsible for maintaining any third-party accounts, subscriptions, or licences required for the operation of delivered software.

Upon delivery of a test build or milestone, the Client shall conduct User Acceptance Testing within the period specified in the project schedule, or within ten (10) business days if no period is specified.

The Client must report any material defects in writing during the testing period. Deliverables are deemed accepted if no material defects are reported in writing within the applicable testing period.

The Developer will remedy confirmed material defects within a reasonable timeframe before proceeding to the next milestone or go-live.

7.1 Ownership and Transfer

Upon full and final payment of all fees, ownership of the copyright and intellectual property in custom deliverables (“Foreground IP”) transfers to and vests in the Client [1].

In compliance with Section 22(3) of the South African Copyright Act, 1978, the signing of a project quotation, Statement of Work, or specific agreement incorporating these Terms shall serve as the written instrument of assignment, taking effect conditionally and immediately upon the Developer’s receipt of full and final payment. The Developer agrees to execute any further formal written documentation reasonably requested by the Client to perfect or register this transfer.

Until full payment is received, the Developer retains sole and exclusive ownership of all source code, designs, and deliverables. The Client is granted a limited, non-exclusive, revocable license to use deliverables solely for testing and evaluation purposes, but may not deploy, publish, or commercially exploit them until ownership has transferred.

7.2 Background IP

The Developer possesses pre-existing code, libraries, tools, and methodologies (“Background IP”) used to deliver services. The Developer retains all ownership of this Background IP. The Client receives a non-exclusive, perpetual, royalty-free license to use Background IP incorporated into the deliverables.

7.3 Open-Source Software

Open-source software incorporated into deliverables remains subject to its respective licence terms. The Developer will disclose all open-source components used in the deliverables and ensure their licences are compatible with the Client’s intended use.

7.4 No Reverse Engineering

The Client agrees not to reverse engineer, decompile, or disassemble any software or prototypes provided by the Developer prior to full payment and IP transfer.

Both parties agree to maintain the strict confidentiality of any Confidential Information disclosed during the engagement, as defined in the Non-Disclosure, Non-Circumvention and Intellectual Property Agreement signed between the parties.

Confidential Information includes technical data (source code, algorithms, architectural designs), business data (client lists, marketing strategies, financial data), intellectual property (trade secrets, inventions), and personal information as defined by POPIA.

To the extent that the Developer processes personal information on behalf of the Client as an “Operator” in terms of the Protection of Personal Information Act, 4 of 2013 (“POPIA”), the Developer shall:

• Process such personal information strictly in accordance with the Client’s documented instructions
• Implement and maintain reasonable and appropriate technical and organisational security measures to protect the integrity and confidentiality of the data
• Promptly notify the Client in the event of any suspected or actual data security breach
• Enter into a dedicated Data Processing Addendum (DPA) where requested by either party to define further compliance frameworks

Confidentiality obligations do not apply to information that:

• Is or enters the public domain through no fault of the receiving party
• Was already lawfully in the receiving party’s possession prior to disclosure
• Is independently developed without reference to the Confidential Information
• Is disclosed to comply with a legal requirement or court order, provided reasonable prior notice is given

The Developer provides a thirty (30) day warranty starting from the date of store submission or final delivery.

During this period, any reproducible defects that cause delivered functionality to materially deviate from the agreed specification will be fixed at no additional cost.

This warranty excludes:

• Issues caused by API failures or changes to third-party services
• Problems arising from operating system updates released after launch
• Third-party connectivity issues or service outages
• Third-party costs (e.g., Apple Developer fees, Google Play Console fees)
• Issues caused by Client modifications to the delivered code

Beyond the warranty period, bug fixes and maintenance are billed at our then-current standard hourly rate or under a separate maintenance agreement.

To the maximum extent permitted by law, the Developer’s total liability for any claim arising out of or related to this agreement shall not exceed the total fees paid by the Client under the specific project quotation.

The Developer shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, business opportunities, or goodwill, even if advised of the possibility of such damages.

This limitation applies to all causes of action in the aggregate, including but not limited to breach of contract, tort (including negligence), and any other claims.

The above limitation does not apply to liability arising from fraud, wilful misconduct, or obligations that cannot legally be excluded or limited under applicable law.

The Client agrees to indemnify and hold harmless the Developer from any loss, cost, damages, expense, or liability (including legal costs) arising from:

• The Client’s use of the delivered software in a manner not contemplated by the agreement
• Materials, content, data, or specifications provided by the Client that infringe third-party rights or are unlawful
• The Client’s breach of confidentiality obligations
• The Client’s negligence or intentional misconduct regarding data privacy

For the duration of the engagement and for a period of twelve (12) months thereafter, neither party shall directly or indirectly solicit, entice, or attempt to hire any employee or contractor of the other party without prior written consent.

The Client further agrees not to use any Confidential Information to bypass, circumvent, or avoid the Developer in order to transact business directly with any sub-contractors, suppliers, or strategic partners introduced by the Developer.

Either party may terminate the engagement upon written notice if the other party materially breaches these Terms and fails to cure the breach within fourteen (14) days of receiving written notice.

Upon termination:

• The Client remains liable for all fees earned and expenses incurred up to the termination date
• Ownership of completed deliverables transfers to the Client only upon full payment
• Both parties’ confidentiality obligations survive termination
• The Developer will provide reasonable assistance in transitioning the project to the Client or a third party, billed at our then-current standard hourly rate

Unless otherwise agreed in writing, the Developer may identify the Client by name and logo and describe the project in its portfolio following the Client’s public launch or other public release of the project.

The Client may request in writing that specific projects remain confidential, and the Developer will honour such requests.

Neither party shall be liable for any failure to perform its obligations where such failure results from acts of God, natural disasters, war, terrorism, civil unrest, government actions, epidemics, power failures, internet outages, or other events beyond reasonable control.

The affected party must notify the other party promptly and use reasonable efforts to mitigate the impact. If the force majeure event continues for more than thirty (30) days, either party may terminate the engagement upon written notice.

In the event of a dispute, the parties agree to first attempt to resolve the matter through good-faith negotiations.

If negotiations fail, the dispute shall be referred to mediation in Johannesburg, South Africa, before resorting to litigation.

These Terms are governed by the laws of the Republic of South Africa. The parties consent to the jurisdiction of the High Court of South Africa.

17.1 Whole Agreement

These Terms, together with any signed Non-Disclosure, Non-Circumvention and Intellectual Property Agreement and project-specific quotations, constitute the entire agreement between the parties regarding the subject matter. In the event of any inconsistency between these Terms and a project quotation, Statement of Work, or other written agreement signed by both parties, the project-specific document shall prevail to the extent of the inconsistency.

17.2 Variation

No amendment or variation of these Terms shall be effective unless reduced to writing and signed by both parties.

17.3 Severability

If any term is found to be invalid or unenforceable, it shall be severed from these Terms, and the remaining terms shall remain in full force and effect.

17.4 Assignment

Neither party may assign or transfer its rights or obligations under these Terms without the prior written consent of the other party.

17.5 Waiver

Failure by either party to enforce any provision of these Terms shall not constitute a waiver of that party’s right to enforce the provision in the future.

17.6 Notices

Notices shall be sent to the physical or email addresses provided in the project documentation. Email notices are deemed received on the first business day following transmission, provided no error message is received.

For questions about these Professional Services Terms and Conditions, please contact us: