Terms & Conditions

These Terms form a binding agreement between you (“you”, the “Client”, or the “user”) and Virtualverselabs (Pty) Ltd (“virtualverselabs”, “we”, “us”, or “our”). If you do not agree with any part of these Terms, you must not use the Website or our Services.

Where we provide Services under a separate written proposal, quotation, statement of work, or service agreement (each an “Engagement Document”), that Engagement Document and these Terms are read together. If there is a conflict, the Engagement Document prevails for the specific Services it covers.

• “Content” means all text, graphics, logos, images, software, and other material made available on the Website.
• “Deliverables” means the work product, software, designs, documentation, or other materials we create for a Client under an Engagement Document.
• “Products” means software products we own or operate, including Zerobillbot and any future applications, which may be governed by their own separate terms.
• “Intellectual Property Rights” means copyright, trade marks, patents, design rights, database rights, know-how, and any other intellectual property rights, whether registered or unregistered.

The Website and Services are operated by:

• Entity: Virtualverselabs (Pty) Ltd
• Registration number: 2024/685128/07
• Address: 29 Kerk Street, Newtown, Johannesburg, 2001
• Email: contact@virtualverselabs.com
• Phone: (079) 285-5627

You must be at least 18 years old and able to form a legally binding contract to use the Website or engage our Services. If you use the Website or engage us on behalf of an organisation, you confirm that you are authorised to bind that organisation to these Terms.

You may use the Website for lawful purposes only. You agree not to:

• use the Website in any way that breaches applicable laws or regulations;
• attempt to gain unauthorised access to the Website, its servers, or any connected systems;
• introduce malware, viruses, or other harmful code, or interfere with the proper working of the Website;
• scrape, harvest, or systematically extract data from the Website without our prior written consent;
• use the Website to transmit unsolicited communications, or to impersonate any person or entity.

We may suspend or restrict access to the Website if we reasonably believe you have breached these Terms.

All Intellectual Property Rights in the Website and its Content belong to us or our licensors. Except as expressly permitted, you may not copy, reproduce, distribute, or create derivative works from the Content without our prior written consent.

For Services, unless an Engagement Document states otherwise, ownership of the Intellectual Property Rights in the Deliverables transfers to the Client upon our receipt of full payment of all amounts due for the relevant Engagement. Until full payment is received, all rights in the Deliverables remain with us.

We retain ownership of any pre-existing materials, tools, libraries, frameworks, and know-how used to create the Deliverables. To the extent any such pre-existing materials are incorporated into the Deliverables, we grant the Client a non-exclusive, perpetual licence to use them as part of the Deliverables.

The specific scope, timelines, and fees for any Services are set out in the applicable Engagement Document, which prevails over the general statements on the Website.

• Timelines and effort estimates are provided in good faith but are estimates unless expressly agreed as fixed commitments.
• Any work requested outside the agreed scope (“change requests”) may require an adjustment to fees and timelines, which we will confirm before proceeding.
• We may engage qualified subcontractors to help deliver Services while remaining responsible for the Services we provide to you.

• Fees are set out in the applicable Engagement Document and are, unless stated otherwise, exclusive of VAT and other applicable taxes.
• We may require a deposit or milestone payments before or during an Engagement.
• Invoices are payable by the due date stated on the invoice. We may charge interest on overdue amounts and suspend Services until overdue amounts are paid.
• Third-party costs (such as hosting, domains, licences, or API usage) are the Client’s responsibility unless expressly included in the fees.

To enable us to deliver the Services, you agree to:

• provide accurate information, materials, access, and approvals in a timely manner;
• ensure you hold the necessary rights and licences for any materials you provide to us;
• designate a contact person authorised to make decisions relating to the Engagement.

Delays caused by the Client may affect timelines and costs.

The Website and our Deliverables may rely on or link to third-party services, platforms, and websites that we do not control. We are not responsible for the content, availability, or practices of those third parties, and their terms and policies apply to your use of them.

Our own Products, including Zerobillbot and any future applications, may be subject to separate terms of service. Where separate product terms apply, those terms govern your use of that Product.

We provide the Services with reasonable skill and care. To the maximum extent permitted by law, and except as expressly stated in an Engagement Document, the Website and Content are provided on an “as is” and “as available” basis without warranties of any kind, whether express or implied.

We do not warrant that the Website will be uninterrupted, error-free, or free of harmful components, or that defects will be corrected. Nothing in these Terms excludes or limits any rights you have that cannot be excluded or limited under applicable law, including consumer-protection legislation.

To the maximum extent permitted by applicable law:

• we will not be liable for any indirect, incidental, special, or consequential loss, or for any loss of profits, revenue, data, or goodwill, arising out of or in connection with the Website or Services;
• our total aggregate liability arising out of or in connection with an Engagement will not exceed the total fees paid by the Client to us for that Engagement in the six (6) months preceding the event giving rise to the liability.

Nothing in these Terms limits liability for fraud, gross negligence, or any liability that cannot be limited or excluded by law.

You agree to indemnify and hold us harmless from any claims, damages, losses, and reasonable expenses (including legal fees) arising from your breach of these Terms, your misuse of the Website, or your infringement of any third-party rights.

Each party may receive confidential information from the other during an Engagement. Each party agrees to keep the other’s confidential information secure and to use it only for the purposes of the Engagement, except where disclosure is required by law. This obligation continues after the Engagement ends.

These Terms apply while you use the Website. An Engagement continues for the duration set out in the applicable Engagement Document. Either party may terminate an Engagement for material breach that is not remedied within a reasonable period after written notice.

On termination, the Client will pay for all Services performed and costs incurred up to the termination date. Provisions that by their nature should survive termination (including intellectual property, liability, and confidentiality) will continue to apply.

We are not liable for any failure or delay in performing our obligations caused by events beyond our reasonable control, including acts of God, power or internet outages, failures of third-party providers, strikes, or governmental actions.

We may update these Terms from time to time. The updated version will be posted on this page with a revised “Last updated” date. Your continued use of the Website after changes take effect constitutes acceptance of the updated Terms.

These Terms are governed by the laws of the Republic of South Africa. The parties submit to the exclusive jurisdiction of the courts of Gauteng, South Africa in respect of any dispute arising out of or in connection with these Terms, without prejudice to any mandatory consumer-protection rights available to you in your country of residence.

• Severability: if any provision is found invalid or unenforceable, the remaining provisions continue in full effect.
• Entire agreement: these Terms, together with any applicable Engagement Document and our Privacy Policy, form the entire agreement between you and us.
• Assignment: you may not assign your rights or obligations without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets.
• No waiver: our failure to enforce any provision is not a waiver of our right to do so later.

If you have any questions about these Terms, please contact us at contact@virtualverselabs.com or by post at 29 Kerk Street, Newtown, Johannesburg, 2001.