Terms of Service

Hibernate Systems (‘Hibernate Systems’, ‘we’, ‘us’, ‘our’) is based in Capri, Western Cape, South Africa (7975). Our contact details are available on request or at hibernate.systems.

We provide bespoke software development, WhatsApp Business API integration, web development, digital consultancy, and related services (‘Services’). The specific scope, deliverables, timeline, and fees for each engagement are set out in a separate Statement of Work (‘SOW’) or project proposal agreed in writing between the parties.

These Terms apply to all engagements and to general use of our website. In the event of any conflict between these Terms and a signed SOW or contract, the SOW or contract shall prevail.

All content on this website — including text, graphics, logos, and code — is owned by or licensed to Hibernate Systems and is protected by UK and international intellectual property laws. You may not reproduce, distribute, or create derivative works without our express written consent.

Unless otherwise specified in a SOW, upon full payment of fees, we assign to you all intellectual property rights in the bespoke deliverables created specifically for your project. We retain ownership of pre-existing tools, libraries, and frameworks we use in delivery.

Where we provide WhatsApp integration services, you agree to comply with:

• Meta's WhatsApp Business Terms of Service and Business Messaging Policy.
• Applicable telecommunications laws and anti-spam regulations.
• Our Acceptable Use Policy for messaging services.
• All opt-in, opt-out, and consent requirements specified by Meta.

You remain solely responsible for the content of messages sent through your WhatsApp Business account, obtaining valid end-user consent, and complying with Meta's policies. We reserve the right to suspend integrations if we reasonably believe a violation is occurring.

• Fees, payment schedules, and milestones are specified in the relevant SOW.
• Invoices are payable within 14 days of issue unless otherwise agreed.
• Late payments accrue interest at the South African Prescribed Rate (currently 11.25% per annum, subject to change) from the due date.
• We reserve the right to suspend services where invoices remain unpaid beyond 30 days.

Each party agrees to keep confidential all non-public information received from the other party in connection with an engagement, and not to disclose it to any third party without prior written consent, except as required by law.

To the fullest extent permitted by law, our total liability to you in connection with any engagement shall not exceed the total fees paid by you under the relevant SOW in the 12 months preceding the claim.

We shall not be liable for any indirect, incidental, special, consequential, or punitive loss (including loss of profit, data, or business opportunity) even if advised of the possibility of such loss.

Nothing in these Terms excludes liability for death or personal injury caused by our negligence, fraud, or fraudulent misrepresentation, or any other liability that cannot be excluded under English law.

We warrant that our Services will be performed with reasonable care and skill. We do not warrant that our website will be uninterrupted or error-free.

All other warranties, conditions, and representations, whether express or implied, are excluded to the fullest extent permitted by law.

Either party may terminate an engagement by giving written notice as specified in the relevant SOW. On termination: we will deliver all completed work and any work-in-progress; you will pay for all work completed up to the termination date.

We may terminate or suspend access to our website immediately if you breach these Terms.

These Terms and any disputes arising from them are governed by the laws of the Republic of South Africa. Each party submits to the non-exclusive jurisdiction of the Western Cape Division of the High Court of South Africa.

We may update these Terms at any time. For website use, continued access following notice of updated Terms constitutes acceptance. For ongoing service engagements, material changes require written agreement.

Questions about these Terms: [email protected]