Terms of Service & Engagement
These terms establish the legal framework, code ownership policies, acceptable usage standards, and service level commitments for all software engineering and WhatsApp Cloud API systems delivered by Vnoirs.
01.Acceptance of Terms & Contractual Framework
By accessing vnoirs.com, engaging our engineering consultation services, or entering into a Statement of Work (SOW), proposal, or invoice for digital deliverables, you ("Client", "User", or "You") agree to be legally bound by these Terms of Service ("Terms").
If you are entering into this agreement on behalf of a corporation, partnership, or other legal entity, you represent and warrant that you hold full legal authority to bind that entity to these Terms. If you do not have such authority or do not agree with any part of these Terms, you must refrain from utilizing our services and website.
02.Scope of Engineering & Technology Services
Vnoirs delivers specialized digital engineering, systems architecture, and business messaging infrastructure, including but not limited to:
Bespoke web platforms built with Next.js App Router, React, Tailwind CSS, TypeScript/JavaScript, and server-side rendering for top-tier speed and SEO.
Official Meta WhatsApp Business Cloud API architecture, webhook listeners, automated notification triggers, CRM routing, and chatbot integrations.
Scalable RESTful & GraphQL endpoints, Resend transactional email systems, database schemas (PostgreSQL, Supabase), and secure authentication.
Automated CI/CD deployment pipelines, edge CDN configurations (Vercel, AWS, Cloudflare), domain DNS management, and uptime monitoring.
Specific milestones, technical deliverables, and project timelines are formalized through individual Statements of Work (SOW) or written project quotes referencing these Master Terms.
03.Client Responsibilities & Acceptable Use
Successful software delivery relies on mutual collaboration. As a client or website user, you agree to:
- Timely Provision of Assets: Furnish required branding assets, API credentials, domain access, and design feedback within agreed sprint review windows.
- Lawful Content & Materials: Ensure that all text, graphics, trademarks, customer data, and instructions provided to Vnoirs do not infringe third-party intellectual property or violate applicable laws.
- Prohibition of Malicious Activities: You will not use our deliverables or website to distribute malware, orchestrate denial-of-service (DDoS) attacks, conduct unauthorized vulnerability scans, or engage in deceptive phishing practices.
04.Meta Platforms & WhatsApp Cloud API Specific Governance
When commissioning or utilizing our WhatsApp Cloud API engineering services, clients are subject to strict regulatory and Meta platform standards:
05.Intellectual Property Rights & 100% Code Ownership
Our philosophy centers on true digital sovereignty for our clients:
- Custom Code Handover: Upon full settlement of all contracted project invoices, Vnoirs transfers 100% of the intellectual property, copyright, and ownership rights of custom software, unique design layouts, and business logic developed specifically for the client.
- Open-Source & Third-Party Dependencies: Software deliverables may integrate battle-tested open-source libraries (e.g., Next.js, React, Tailwind CSS, Lucide icons) licensed under permissive licenses (MIT, Apache 2.0). These libraries remain subject to their respective open-source terms.
- Portfolio Rights: Unless explicitly restricted by an executed Non-Disclosure Agreement (NDA), Vnoirs reserves the right to showcase non-confidential project milestones, public screenshots, and high-level case studies in our agency portfolio and marketing materials.
06.Commercial Terms, Invoicing & Third-Party Costs
Engineering engagements are structured on milestone-based or retainer billing models:
Standard project kickoffs require an initial deposit (typically 30% to 50%) prior to sprint initiation. Subsequent payments are tied to tangible review milestones.
Invoices are payable within 7 business days of issuance unless otherwise stipulated. Overdue balances may temporarily pause staging deployments and active sprint cycles.
Third-Party Hosting & API Consumption: Fees charged by third-party infrastructure providers (including Meta WhatsApp conversation charges, Vercel/AWS cloud hosting, domain registrars, Supabase database tiers, and Resend email quotas) are the sole responsibility of the Client and are either paid directly to the provider or billed at direct cost.
07.Post-Launch Warranty & Maintenance
We stand behind our code craftsmanship. Every bespoke production deployment includes:
- 30-Day Defect Warranty: Vnoirs provides a complimentary 30-day post-launch warranty during which any reproducible bug or deviation from the signed Statement of Work is remedied at zero additional charge.
- Scope Change Management: Requests for new features, architectural refactors, or capabilities outside the signed SOW will be scoped, estimated, and approved under a separate Change Order.
- Ongoing Retainers: Clients desiring continuous monitoring, priority ticket turnaround, dependency updates, and monthly WhatsApp flow enhancements can enroll in our dedicated Monthly Maintenance Retainers.
08.Confidentiality & Non-Disclosure
Both parties agree to treat all proprietary business logic, product roadmaps, source code repositories, API secrets, and end-customer records as strictly confidential. Neither party will disclose confidential information to any third party without prior written authorization, except as required by law or judicial process.
09.Limitation of Liability & Upstream Dependencies
Third-Party Platform Outages: Vnoirs does not operate the underlying infrastructure of Meta Platforms (WhatsApp Business servers), cloud providers (Vercel, AWS), or telecommunication carriers. We are not liable for outages, upstream API downtime, template rejections by Meta policy algorithms, or carrier-level message drops beyond our reasonable engineering control.
Consequential Damages: To the maximum extent permitted by law, Vnoirs shall not be liable for any indirect, incidental, punitive, or consequential damages, including loss of profits, revenue, or business reputation.
Liability Cap: Our total aggregate liability arising out of or related to any contracted engagement shall not exceed the total fees actually received by Vnoirs under the specific Statement of Work giving rise to the claim in the 3 months preceding the event.
10.Termination & Orderly Offboarding
Either party may terminate an ongoing engagement upon written notice if the other party materially breaches any provision of these Terms and fails to cure such breach within 14 business days.
In the event of termination, the Client shall pay Vnoirs for all work completed, milestones reached, and approved expenses incurred up to the effective termination date. Upon settlement, Vnoirs will deliver all completed code commits, design files, and work-in-progress assets directly to the Client.
11.Dispute Resolution & Governing Law
Any dispute, controversy, or claim arising out of or relating to these Terms or our services shall first be submitted to good-faith mutual negotiations. If unresolved within 30 days, disputes shall be submitted to binding arbitration or adjudicated in the competent courts having jurisdiction over Vnoirs' principal place of business.
12.Legal Inquiries & Contact Information
If you have questions, notices, or formal communications regarding these Terms of Service, please reach out to our legal and operations team: