General Terms and Conditions

These General Terms and Conditions ("Terms") govern the provision of software engineering and consulting services by VendySoft LLC ("Company", "we", "us"), a company registered in Georgia (ID: 405352149), to the entity engaging our services ("Client").

1. Definitions

"Services" means the software development, architecture design, and consulting services described in a specific Statement of Work (SOW).
"Deliverables" means the custom code, documentation, and specific work products created by Company for Client.
"Agreement" means these Terms combined with any applicable SOW or Master Services Agreement (MSA).

2. Scope of Services

The specific scope, timeline, and fees for any project shall be defined in a separate Statement of Work (SOW) or Order Form. In the event of a conflict between these Terms and an SOW, the specific terms of the SOW shall prevail.

3. Intellectual Property Rights

3.1 Work for Hire. Upon full payment of all applicable fees, the Deliverables constitute "Work Made for Hire" to the extent permitted by law. Company hereby assigns to Client all right, title, and interest in and to the custom Deliverables, including specific source code and documentation.

3.2 Background Technology. Company retains all rights to its pre-existing code, libraries, tools, and methodologies ("Background Technology") incorporated into the Deliverables. Company grants Client a perpetual, non-exclusive, royalty-free license to use such Background Technology solely as part of the Deliverables.

3.3 Open Source. Deliverables may contain third-party open-source software. Such components are subject to their respective license terms, and Company makes no proprietary claims over them.

4. Payment Terms

Unless otherwise specified in an SOW, invoices are issued monthly or upon milestone completion. Payment logic is Net 15 days from the invoice date. Late payments shall incur a service charge of 1.5% per month or the maximum allowed by law.

5. Confidentiality

Both parties agree to treat all non-public information received from the other party as "Confidential Information." We shall not disclose Client's proprietary business logic, data, or trade secrets to any third party without written consent, except to our employees and contractors bound by similar confidentiality obligations.

6. Warranties and Disclaimers

6.1 Service Warranty. Company warrants that Services will be performed in a professional and workmanlike manner in accordance with industry standards.

6.2 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS." COMPANY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WE DO NOT WARRANT THAT SOFTWARE WILL BE ERROR-FREE OR UNINTERRUPTED.

7. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY'S TOTAL LIABILITY ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO COMPANY IN THE SIX (6) MONTHS PRECEDING THE CLAIM. IN NO EVENT SHALL COMPANY BE LIABLE FOR LOST PROFITS, DATA LOSS, OR CONSEQUENTIAL DAMAGES.

8. Non-Solicitation

Client agrees not to solicit, hire, or engage any employee or contractor of Company who was involved in performing the Services during the term of this Agreement and for a period of twelve (12) months thereafter.

9. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of Georgia. Any disputes arising under this Agreement shall be resolved exclusively by the courts located in Tbilisi, Georgia.

10. Contact Information

For legal notices or questions regarding these Terms, please contact:
VendySoft LLC
Vazha-Pshavela avenue, N 29a, Tbilisi, Georgia, 0177
Email: info@vendysoft.com