Last updated: September 2026
1. Acceptance of Terms
By accessing and using the ByTheodore website (bytheodore.co.za) or engaging ByTheodore for services, you agree to be bound by these Terms and Conditions ("Terms"). If you do not agree, please do not use our site or engage our services.
2. Definitions
- "ByTheodore", "we", "us", "our" means ByTheodore and its principals, contractors, and subcontractors delivering services under these Terms.
- "Client", "you", "your" means the individual or organisation engaging ByTheodore's services.
- "Engagement" means a specific project, retainer, or scope of work agreed between ByTheodore and the Client.
- "SOW" means a Statement of Work, quote, or proposal describing the scope, timeline, and fees of an Engagement.
- "MSA" means the Master Services Agreement, where one has been signed by the Client, that governs the ongoing commercial relationship between ByTheodore and the Client across one or more Engagements.
- "Deliverables" means the systems, code, designs, documentation, and other work product produced under an Engagement.
3. Intellectual Property in Website Content
All content on this website, including text, graphics, logos, and images, is the property of ByTheodore and is protected by applicable copyright and intellectual property laws. You may not reproduce, distribute, modify, or create derivative works from our website content without prior written permission.
4. Professional Services & Engagement Types
ByTheodore delivers services under one or more of the following engagement types, described in full on our Services page: fixed-price project, monthly retainer, day-rate or larger fixed-project pricing (cloud architecture, FinOps, and AI implementation), paid discovery/audit engagements, and case-by-case equity-for-build arrangements. The specific type, scope, timeline, and fees for a given Engagement are set out in that Engagement's SOW.
5. Order of Precedence
Where an MSA has been signed for the commercial relationship, it governs. Where a signed SOW exists for a specific Engagement, it governs the scope, deliverables, timeline, and fees of that Engagement. These Terms fill any gaps not addressed by a signed MSA or SOW. In the event of conflict, the order of precedence is: (1) signed MSA, (2) signed SOW, (3) these Terms.
6. Fees, Invoicing & Payment
Fees are quoted in South African Rand (ZAR) and are exclusive of VAT unless stated otherwise. Unless a signed SOW specifies different terms:
- Fixed-price projects require an upfront deposit before work begins, with the balance due on delivery or per milestone, as specified in the SOW.
- Retainer and care plan fees are invoiced monthly in advance.
- Invoices are payable within 7 days of the invoice date.
- Late payments may attract interest at 2% per month (or the maximum permitted by law, if lower) and may result in suspension of ongoing work or hosting until payment is received.
- Paid discovery/audit fees, where applicable, are credited against the Client's first invoice for the resulting Engagement as described in the relevant SOW.
7. Change Requests & Scope Changes
Work outside the scope defined in a SOW is treated as a change request. Change requests are quoted separately and require written agreement (email is sufficient) before work proceeds, along with any resulting adjustment to timeline or fees.
8. Cancellation & Refunds
Cancellation and refund terms, including deposit treatment, retainer notice periods, and discovery-fee crediting, are set out in our Refund Policy, which forms part of these Terms.
9. Client Responsibilities
Timely delivery depends on the Client providing accurate information, timely access to relevant systems and accounts, and timely feedback and approvals. Delays caused by the Client may result in a corresponding adjustment to timeline and, where material, fees.
10. Intellectual Property in Deliverables
Unless otherwise agreed in a SOW, ownership of custom Deliverables transfers to the Client upon full payment of all fees due for the Engagement that produced them. ByTheodore retains ownership of its pre-existing tools, frameworks, methodologies, and reusable components ("Background IP") used in delivering the work, and grants the Client a perpetual, royalty-free licence to use any Background IP embedded in the Deliverables. Third-party and open-source components remain subject to their own licences.
11. Confidentiality
Each party agrees to keep the other's confidential information, including business, technical, and client data disclosed in connection with an Engagement, confidential, and to use it only for the purposes of that Engagement. This obligation survives termination of an Engagement.
12. Data Protection
Personal information is handled in accordance with our Privacy Policy. Where an Engagement involves ByTheodore processing personal information on the Client's behalf, the terms of our Data Processing Agreement (available on request) apply to that processing.
13. Warranties & Disclaimers
We deliver services based on the information and access provided by the Client. ByTheodore warrants that Deliverables will materially conform to the agreed SOW for 30 days following handover, and will remedy material defects reported within that period at no additional cost. Beyond that period, Deliverables are provided "as is." ByTheodore is not liable for issues arising from information withheld, systems outside the agreed scope, changes made to a delivered system after handover without our involvement, or the performance, availability, or policies of third-party platforms we do not control (see Section 16).
14. Limitation of Liability
To the maximum extent permitted by law, ByTheodore's total aggregate liability arising out of or relating to an Engagement is limited to the total fees paid by the Client to ByTheodore for that Engagement in the 12 months preceding the claim. ByTheodore shall not be liable for any indirect, incidental, special, or consequential damages, including loss of profits, data, or business opportunity, arising from your use of our website or services. This limitation does not apply to liability arising from breach of confidentiality, infringement of intellectual property, gross negligence, wilful misconduct, or death or personal injury caused by negligence, to the extent such exclusion is not permitted by law.
15. Indemnification
Each party agrees to indemnify the other against third-party claims arising from that party's breach of these Terms, breach of confidentiality, or infringement of intellectual property rights, save to the extent the claim arises from the other party's own negligence or breach.
16. Third-Party Services & Platforms
Deliverables may rely on third-party platforms and services (including AWS and other cloud, hosting, and software providers). ByTheodore is not responsible for outages, policy changes, pricing changes, or service discontinuation by third-party providers, though we will advise the Client and assist with reasonable mitigation where such issues affect a live Engagement.
17. Insurance
ByTheodore maintains, or is in the process of arranging, professional indemnity and cyber liability insurance cover appropriate to the scale and nature of the Engagements it undertakes. Details are available on request, and specific coverage confirmations may be required as a condition of larger Engagements.
18. Force Majeure
Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, including natural disasters, power or internet infrastructure failures, load-shedding, war, civil unrest, or governmental action, provided the affected party notifies the other promptly and uses reasonable efforts to mitigate the impact.
19. Termination
Either party may terminate an Engagement for convenience on the notice period specified in the relevant SOW (30 days for retainers, absent other agreement), or immediately for material breach not cured within 14 days of written notice. On termination, the Client pays for work completed and expenses reasonably incurred up to the effective date of termination, and ByTheodore delivers all completed and in-progress Deliverables paid for to date.
20. Dispute Resolution
The parties will attempt to resolve any dispute in good faith through direct negotiation for at least 14 days before pursuing mediation or formal proceedings. If unresolved, either party may refer the dispute to mediation before resorting to litigation.
21. Governing Law
These Terms are governed by the laws of South Africa. Any disputes not resolved under Section 20 shall be resolved in the courts of the Eastern Cape.
22. Severability & Entire Agreement
If any provision of these Terms is found unenforceable, the remaining provisions remain in full force. These Terms, together with any signed MSA and SOW, constitute the entire agreement between the parties for the matters they cover, and supersede prior discussions or proposals on the same subject.
23. Contact
Questions about these Terms? Email info@bytheodore.co.za.