AERODEV MASTER TERMS OF SERVICE & SOFTWARE AGREEMENT
Effective Date: August 24, 2026
Entity: AeroDev (Pty) Ltd
Scope: Custom Software Engineering, Managed Services, and Proprietary Products (including Beacon)
Contact: info@aerodev.co.za
THIS MASTER TERMS OF SERVICE AGREEMENT (“AGREEMENT”) GOVERNS ALL CUSTOM SOFTWARE DEVELOPMENT SERVICES, MANAGED SERVICES, AND PROPRIETARY SOFTWARE PRODUCTS (INCLUDING BEACON) PROVIDED BY AERODEV (PTY) LTD (“AERODEV”). BY EXECUTING A STATEMENT OF WORK (SOW), LOGGING INTO A SOFTWARE INSTANCE, OR UTILIZING MANAGED SERVICES, THE CLIENT (“CLIENT”) AGREES TO BE BOUND BY THIS AGREEMENT.
1. Services & Engagement Structure
Services Covered: AeroDev provides (a) Custom Software Engineering Services, (b) Managed Technical Services, hosting, and support, and (c) Proprietary B2B Software Products, including Beacon (Quote-to-Cash solution for professional services firms).
Statements of Work (SOW): Specific development deliverables, timelines, CapEx budgets, recurring managed service fees, and SaaS subscriptions shall be detailed in individual SOWs, proposals, or digital orders.
Order of Precedence: In the event of a conflict between these Master Terms and a signed SOW or proposal, the terms of the signed SOW shall take precedence for that specific engagement.
2. Proprietary Products (Beacon) & App Deployment
License Grant: For proprietary products like Beacon, AeroDev grants Client a non-exclusive, non-transferable, revocable license to access and use the platform via official application builds (e.g., Apple App Store, Microsoft Store) connecting to Client’s dedicated cloud backend during the active subscription term.
Architecture & Usage Restrictions: Client acknowledges that Beacon is deployed on a dedicated backend environment per client. Client shall not reverse engineer, decompile, disassemble, white-label (unless explicitly licensed in an SOW), or copy the underlying codebase, architecture, or Quote-to-Cash calculation engines of Beacon or other AeroDev tools.
3. Custom Software Development & Acceptance
Development Phase (CapEx): Custom software developed under a CapEx or milestone model shall be built according to the functional specifications outlined in the applicable SOW.
User Acceptance Testing (UAT): Upon delivery of milestone builds, Client shall have a standard UAT period of fourteen (14) calendar days (or as specified in the SOW) to test functionality. Written sign-off or failure to provide itemized bug reports within the UAT window constitutes formal acceptance.
Post-Acceptance Maintenance: Following formal acceptance, any further modifications, additions, or operational maintenance transition exclusively to a separate Managed Services Agreement or SOW.
4. Intellectual Property Rights
Background IP: AeroDev retains absolute ownership of all pre-existing software libraries, developer frameworks, platform tools, core algorithms, and proprietary products (including the Beacon engine and codebase).
Custom Deliverables: Upon full and final payment of all CapEx development fees specified in the SOW, Client shall own the bespoke application code engineered specifically for Client, excluding AeroDev Background IP embedded therein (for which Client receives a perpetual, royalty-free license to operate).
5. Billing, CapEx, and Subscriptions
Payment Terms: Invoices are due within thirty (30) days of issue date unless otherwise specified in an SOW.
CapEx vs. Managed Services: CapEx payments fund initial software development phases. Ongoing operational support, server infrastructure management, maintenance, and software access are billed separately under recurring Subscription or Managed Service fees.
Suspension for Non-Payment: AeroDev reserves the right to suspend managed services, application backends, or access to Beacon if recurring invoices remain unpaid beyond 15 days of written notice.
6. Disclaimer of Warranties
(a) AS-IS PROVISION: UNLESS EXPRESSLY SPECIFIED IN AN SOW OR SERVICE LEVEL AGREEMENT (SLA), ALL CUSTOM SOFTWARE, PROPRIETARY PRODUCTS (INCLUDING BEACON), AND MANAGED SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.
(b) OPERATIONAL REASONABLENESS: AERODEV DOES NOT WARRANT THAT CUSTOM SOFTWARE OR PROPRIETARY PLATFORMS WILL OPERATE 100% ERROR-FREE, UNINTERRUPTED, OR ABSOLUTELY IMMUNE FROM ALL SECURITY INCIDENTS OR SYSTEM OUTAGES, THOUGH COMMERCIALLY REASONABLE EFFORTS WILL BE MADE TO REMEDIATE BUGS UNDER APPLICABLE MANAGED SERVICE TIERS.
7. Limitation of Liability (CapEx Exclusion)
PLEASE READ CAREFULLY:
(a) EXCLUSION OF CONSEQUENTIAL DAMAGES: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW (INCLUDING POPIA), AERODEV (PTY) LTD, ITS DIRECTORS, EMPLOYEES, AND SUB-CONTRACTORS SHALL NOT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES—INCLUDING LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITIES, OR COMMERCIAL DECISIONS MADE VIA PROPRIETARY PRODUCTS (SUCH AS QUOTING CALCULATIONS IN BEACON).
(b) AGGREGATE LIABILITY CAP: AERODEV’S TOTAL CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO CUSTOM SOFTWARE, MANAGED SERVICES, OR PROPRIETARY PRODUCTS SHALL BE STRICTLY LIMITED TO THE RECURRING MANAGED SERVICES OR SUBSCRIPTION FEES ACTUALLY PAID BY CLIENT TO AERODEV IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
(c) EXCLUSION OF CAPEX DEVELOPMENT FEES: INITIAL CUSTOM DEVELOPMENT FEES, ONE-OFF BUILD COSTS, CAPEX MILESTONE PAYMENTS, DESIGN CHARGES, AND SETUP FEES ARE EXPLICITLY EXCLUDED FROM THE CALCULATION OF THE LIABILITY CAP AND MAY NOT BE RECOVERED AS PART OF ANY OPERATIONAL CLAIM OR SERVICE FAILURE.
8. Data Security & Exemption
Safeguards: AeroDev maintains administrative and technical cloud infrastructure controls designed to secure application backends and custom code deployments.
Third-Party Cyber Incidents: AeroDev is not liable for software compromises, exfiltration events, or downtime resulting from zero-day vulnerabilities, unauthorized administrative credential compromises on the Client’s side, client-side store app tampering, or upstream infrastructure cloud provider failures (e.g., global AWS/Azure outages), provided AeroDev implemented standard security practices.
9. Governing Law and Dispute Resolution
This Agreement is governed by and construed in accordance with the laws of the Republic of South Africa. Any dispute arising out of or in connection with custom development contracts, managed services, or product platforms shall be submitted to arbitration in Johannesburg under the rules of the Arbitration Foundation of Southern Africa (AFSA) prior to court litigation.
10. General Provisions
Independent Contractor: AeroDev provides software engineering services as an independent contractor. Nothing herein creates a partnership, joint venture, or agency relationship.
Severability: If any provision of this Agreement is held invalid, the remaining terms shall continue in full force and effect.
Contact: Inquiries regarding terms or service contracts should be directed to info@aerodev.co.za.
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