1. Acceptance & Master Framework
These Terms of Service ("Terms" or "Agreement") constitute a legally binding agreement between HumanicDesk Inc. / HumanicDesk (Pty) Ltd ("HumanicDesk", "Agency", "We", "Us") and the client organization ("Client", "You", or "Customer") executing a Statement of Work (SOW) or booking a Delivery Pod.
By engaging HumanicDesk, signing an SOW, or requesting product audit services, you agree to be bound by these Terms, which apply to all South African domestic engagements and international client accounts worldwide.
2. Embedded Delivery Pod Engagements
HumanicDesk provides dedicated, multi-disciplinary senior operator pods (Architects, Staff Engineers, UI/UX Lead, Product Strategy) that integrate directly into your engineering workflows, Jira, GitHub/GitLab, and communication channels.
Sprint Cadence
Delivery operates on standard 2-week agile sprint cycles with continuous integration, automated deployment pipelines, and weekly executive velocity reviews.
Dedicated Allocation
Pod members assigned to your project are guaranteed dedicated capacity per agreed SOW scope, preventing resource dilution or hidden junior substitution.
Code Quality Guarantee
All delivered production code undergoes mandatory peer review, automated static analysis (SAST), and unit/integration testing coverage standards.
3. Intellectual Property (IP) Assignment
We operate under a strict, complete IP transfer philosophy designed for venture scale:
100% Work-For-Hire IP Transfer
Upon full settlement of corresponding sprint invoices, HumanicDesk assigns, transfers, and conveys to the Client 100% of all rights, titles, and interests in and to all custom software code, UI/UX designs, system architectures, database schemas, and documentation created specifically for the Client ("Work Product").
HumanicDesk retains ownership only over pre-existing open-source libraries, general developer tools, and proprietary agency utilities ("Pre-Existing Material") for which Client is granted a perpetual, non-exclusive, worldwide, royalty-free license to use as embedded within the Work Product.
4. Fees, Invoicing & SARS VAT Compliance
Commercial terms are structured around weekly or monthly pod sprint retainers as specified in your statement of work:
- South African Clients: All fees for South African domestic entities are invoiced in South African Rand (ZAR) and subject to 15% Value-Added Tax (VAT) in accordance with the Value-Added Tax Act 89 of 1991.
- International Clients: Foreign enterprise clients are invoiced in United States Dollars (USD), Euros (EUR), or British Pounds (GBP). Cross-border software services exported to non-residents qualify for zero-rated VAT treatment under South African tax legislation where statutory conditions are satisfied.
- Payment Terms: Invoices are payable within 7 to 14 business days of issuance depending on agreed enterprise retainer tier. Late payments accrue interest at 1.5% per month or the maximum permissible rate under the South African National Credit Act framework.
5. Code Warranties & Standards
HumanicDesk warrants that all deliverables will be written in a professional, workmanlike manner adhering to modern software engineering standards (.NET 10, clean architecture, OWASP security top 10 guidelines).
We provide a 30-Day Production Defect Warranty following sprint handover, under which any severity-1 or severity-2 code defects caused by our work product will be remediated at zero additional charge.
6. Limitation of Liability
To the maximum extent permitted under applicable law (including the South African Consumer Protection Act 68 of 2008 where applicable):
- Cap on Direct Damages: The total cumulative liability of either party under any claim arising out of or related to this Agreement shall be limited to the total fees actually paid by Client to HumanicDesk in the three (3) months preceding the incident.
- Exclusion of Consequential Losses: Neither party shall be liable for indirect, incidental, special, consequential, or punitive damages (including loss of profits, revenue, or business interruption).
7. Governing Law & Dispute Resolution
This Agreement is governed by and construed under the laws of the Republic of South Africa.
Dual-Tier Dispute Resolution
South African Domestic Clients: Disputes shall be referred to the High Court of South Africa (Gauteng Division, Johannesburg or Western Cape Division, Cape Town).
Global & Cross-Border Clients: At the election of either party, any dispute arising out of international contracts may be finally settled under the Rules of Arbitration of the Arbitration Foundation of Southern Africa (AFSA) or the International Chamber of Commerce (ICC), conducted in English with remote hearing provisions.
8. Termination & Offboarding
Either party may terminate a pod engagement for convenience upon giving 30 calendar days' written notice. Upon termination, HumanicDesk will immediately provide smooth developer offboarding, repository handoff, access revocation, and final IP transfer documentation.