Terms of Service

1. Overview

These Terms of Service ("Terms") govern your use of services provided by Rubicon Interactive ("Company," "we," "us," or "our"). By engaging our services, you agree to be bound by these Terms. If you do not agree to any provision, do not engage our services.

2. Services Scope

Rubicon Interactive provides digital platform development and strategic consulting services ("Services"). The specific scope, deliverables, timelines, and fees for each engagement are outlined in a separate Statement of Work (SOW) or service agreement executed between the parties.

• Platform Development: Design, architecture, implementation, and deployment of digital platforms
• Consulting: Strategic advisory, technical guidance, and implementation support
• Support: Optional ongoing support, maintenance, and enhancement services

3. Engagement Terms

3.1 Pricing & Payment

All pricing is specified in the relevant SOW or service agreement. Invoices are issued upon project milestone completion or per the agreed payment schedule. Payment terms are Net 30 unless otherwise specified. Late payments may incur a 1.5% monthly interest charge.

3.2 Timeline & Deliverables

Estimated timelines provided are based on the current project scope and client availability. Delays caused by client-side factors (feedback delays, requirement changes, resource unavailability) may extend timelines and may result in additional fees.

3.3 Scope Changes

Any changes to the agreed scope of work must be documented in writing and may result in adjusted timelines, deliverables, and fees. We reserve the right to decline scope changes that materially alter project viability.

4. Client Responsibilities

• Provide timely, accurate information necessary for project delivery
• Designate a primary point of contact with decision-making authority
• Provide prompt feedback and approvals on deliverables
• Ensure all third-party dependencies and integrations are compatible with our development approach
• Maintain security of access credentials and production environments shared with us
• Comply with all applicable laws and regulations in your use of delivered systems

5. Intellectual Property

5.1 Client Work Product

Upon receipt of full payment, all custom code, platform designs, and deliverables created specifically for your project ("Work Product") become the exclusive property of the client, subject to any third-party licenses.

5.2 Pre-existing IP

We retain all rights to pre-existing tools, frameworks, templates, and methodologies developed prior to or outside of your engagement. You receive a non-exclusive license to use these within the delivered systems.

5.3 Open Source

The Work Product may include open-source components licensed under open-source licenses (GPL, MIT, Apache, etc.). You agree to comply with all applicable open-source license terms. A full inventory of open-source dependencies will be provided with project documentation.

6. Confidentiality

Both parties agree to maintain the confidentiality of proprietary information shared during the engagement. This includes business processes, data, requirements, pricing, and technical specifications. Confidential information may be disclosed only to employees and contractors with a legitimate need to know and who are bound by similar confidentiality obligations.

Exceptions to confidentiality include information that is: publicly available (not through breach), independently developed, legally required to be disclosed, or necessary to enforce these Terms.

7. Warranties & Disclaimers

7.1 Services Warranties

We warrant that: (a) Services will be performed in a professional manner consistent with industry standards; (b) we have the right and authority to provide the Services; (c) the Work Product will not infringe third-party intellectual property rights (excluding client-provided content).

7.2 Limitation of Warranties

EXCEPT AS EXPRESSLY STATED ABOVE, THE SERVICES AND WORK PRODUCT ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

7.3 System Performance

We do not warrant that delivered systems will be error-free, uninterrupted, or meet all intended performance objectives. Performance depends on deployment environment, configuration, third-party integrations, and ongoing maintenance.

8. Limitation of Liability

IN NO EVENT SHALL RUBICON INTERACTIVE BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING LOST PROFITS, LOST REVENUE, OR LOST DATA), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL LIABILITY UNDER THESE TERMS, FROM ANY CAUSE OF ACTION OR THEORY, SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT IN THE TWELVE MONTHS PRECEDING THE CLAIM.

These limitations do not apply to: (a) either party's indemnification obligations; (b) breach of confidentiality; or (c) infringement of intellectual property rights.

9. Indemnification

We agree to indemnify, defend, and hold harmless the client from claims that the Work Product infringes any third-party intellectual property rights. Client agrees to indemnify us from claims arising from client-provided content or the client's use of the Work Product in violation of these Terms or applicable law.

10. Termination

10.1 Termination for Cause

Either party may terminate the engagement immediately upon written notice if: (a) the other party materially breaches these Terms and fails to cure within 14 days of written notice; (b) the other party becomes insolvent or bankrupt.

10.2 Termination for Convenience

Client may terminate ongoing engagements with 30 days' written notice. Termination fees will apply as specified in the SOW. Upon termination, we will deliver all Work Product completed to date and provide a final invoice.

11. Limitation of Liability for Third-Party Services

The Work Product may integrate with or depend on third-party services, APIs, platforms, or infrastructure (AWS, databases, payment gateways, etc.). We are not responsible for the availability, performance, or failures of third-party services. Client is responsible for reviewing third-party terms of service and managing those relationships independently.

12. Data & Privacy

We comply with applicable data protection laws including GDPR, CCPA, and local regulations. Any personal data processed during the engagement is handled according to our Privacy Policy. A Data Processing Agreement (DPA) can be executed upon request for compliance purposes.

Client is responsible for ensuring their own compliance with privacy and data protection laws regarding end-user data collected through delivered systems.

13. Support & Maintenance

Ongoing support and maintenance are optional and must be contracted separately. Without a maintenance agreement, we do not provide bug fixes, updates, or technical support beyond the initial delivery period. Any support provided will be invoiced at our standard consulting rates.

14. Changes to Terms

We reserve the right to modify these Terms at any time. Changes are effective upon posting to our website. Continued engagement following changes constitutes acceptance. For existing contracts with defined terms, the original terms remain in effect unless both parties agree to amendments in writing.

15. Governing Law & Dispute Resolution

These Terms are governed by the laws of South Africa, without regard to conflict of law principles. Any disputes arising from or related to these Terms shall be subject to the exclusive jurisdiction of the courts of South Africa.

Before initiating legal action, parties agree to attempt good-faith resolution through negotiation. If negotiation fails, either party may pursue formal legal remedies.

16. Miscellaneous

16.1 Entire Agreement

These Terms, along with any Statement of Work or service agreement, constitute the entire agreement between the parties and supersede all prior agreements and understandings.

16.2 Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions shall continue in full force and effect.

16.3 Assignment

Neither party may assign its rights or obligations under these Terms without prior written consent of the other party, except that we may assign our rights to payment and may subcontract performance with the client's knowledge.

16.4 Contact Information

For questions regarding these Terms, contact us at: services@rubiconinteractive.co.za