Terms of Service

01. Acceptance & Services Scope

By visiting our websites, submitting project inquiries, or engaging Virtual Sys Technologies ("Virtual Sys", "we", "us") for professional services, you ("Client", "you") agree to be bound by these Terms of Service. If you are entering into these terms on behalf of a company, partnership, or enterprise, you represent and warrant that you possess full authority to bind that entity.

Our services encompass custom software engineering, cloud architecture, UI/UX design systems, e-commerce storefront development, system automations, API integration, and ongoing digital maintenance as defined in individual, signed project documentation.

02. Statements of Work (SOW) & Execution

Commercial work is governed by individual Statements of Work (SOW), Work Orders, or Project Proposals executed between Virtual Sys and the Client. Each SOW typically defines:

• Deliverables & Milestones: Explicit technical specifications, sprint timelines, acceptance criteria, and expected deliverables.
• Change Management: Changes to project scope, timelines, or architectural dependencies require mutual written agreement (Change Request) outlining associated cost and schedule adjustments.
• Acceptance Testing: Upon milestone delivery, the Client typically has ten (10) business days to test and confirm deliverables against agreed specifications. Deliverables are deemed accepted if no written defect notice is received within this window.

03. Intellectual Property Rights

We believe in absolute transparency and unequivocal ownership regarding client intellectual property:

• Client Materials: The Client retains sole and exclusive ownership of all pre-existing trade secrets, brand assets, customer databases, and proprietary data provided to Virtual Sys.
• Background & Open-Source Tools: Virtual Sys retains ownership of its pre-existing tools, libraries, and modular scaffolding. To the extent embedded into deliverables, Virtual Sys grants the Client a perpetual, royalty-free, worldwide, non-exclusive license to use and modify such background IP.
• Third-Party Components: Any third-party software, open-source libraries (e.g. MIT, Apache 2.0), or proprietary APIs incorporated into deliverables are subject to their respective licenses.

04. Client Responsibilities

Successful software delivery is a collaborative partnership. The Client agrees to:

• Provide timely access to necessary systems, third-party API credentials, test environments, and brand assets.
• Appoint a primary technical or product stakeholder authorized to make binding sprint decisions and milestone sign-offs.
• Ensure all materials, designs, and content provided to Virtual Sys do not infringe upon any third-party intellectual property or privacy rights.

05. Fees & Invoicing

Professional fees are structured on either a fixed-milestone, dedicated sprint team, or time-and-materials basis as specified in the applicable SOW.

• Payment Schedules: Invoices are issued in accordance with project milestones and are due within net-15 or net-30 days of receipt, as agreed.
• Currency & Taxes: Payments are billed in USD, EUR, CAD, or GBP as designated in the agreement, exclusive of applicable local value-added taxes (VAT) or sales taxes.
• Late Payments: Overdue balances may accrue interest at the lesser of 1.5% per month or the maximum statutory rate permitted by applicable law.

06. Confidentiality & Mutual NDA

Both parties acknowledge that in the course of engagement, confidential technical, financial, and strategic information ("Confidential Information") will be disclosed.

These obligations survive the termination or expiration of any services agreement for a minimum period of five (5) years, and indefinitely with respect to source code and trade secrets.

07. Warranties & Defect Warranty Period

Virtual Sys warrants that all services will be executed in a professional, workmanlike manner adhering to current industry standards for modern software architecture.

• Thirty (30) Day Bug-Fix Warranty: Following final delivery or production launch, Virtual Sys provides a complimentary thirty-day defect warranty period to resolve reproducible bugs or discrepancies directly departing from approved specifications.
• Exclusions: Warranties do not cover issues caused by third-party hosting outages, unauthorized modifications made by third parties, or breaking external API changes.

08. Limitation of Liability

To the maximum extent permitted by applicable law, neither party shall be liable for indirect, incidental, consequential, special, or punitive damages (including loss of profits, data, or business opportunities) arising out of or related to these terms.

Except in cases of gross negligence, willful misconduct, or breach of confidentiality obligations, each party’s total aggregate liability under any engagement shall not exceed the total fees paid by the Client to Virtual Sys under the specific SOW giving rise to the claim in the twelve (12) months preceding the event.

09. Termination & Handover

Either party may terminate an engagement for convenience by providing thirty (30) days written notice, or immediately for material breach if the breaching party fails to cure within fourteen (14) days of notice.

Upon termination, the Client shall pay for all completed milestones and work performed up to the termination date. Virtual Sys will execute an orderly transition, including transferring all code repositories, database snapshots, and documentation to the Client's control.

10. Governing Law & Contact

These Terms shall be construed and governed in accordance with the laws of the jurisdiction specified in the applicable SOW (typically New York for US engagements, or the Netherlands for European engagements), without regard to conflict of law principles.