Terms of Service — Christo Lochenberg Developments

Effective Date: 1 January 2026 | Last Updated: 21 October 2026
Document Reference: CLD-LEGAL-MSA-2026-V4
Jurisdiction: Republic of South Africa

1. Introduction, Definitions & Binding Agreement

These Master Terms and Conditions of Service, Software Architecture, and Licensing (the "Terms" or "Agreement") govern all access to and use of the website, client portals, APIs, software products, Over-The-Air (OTA) update networks, and professional software engineering services provided by Christo Lochenberg Developments ("CLD", "we", "us", or "our"), operating from Centurion, Gauteng, Republic of South Africa.

By accessing this website, registering a Customer Portal account, submitting a project blueprint, accepting a quotation or Statement of Work ("SOW"), downloading or installing any CLD software application, or deploying a CLD License Key, you (the "Client", "Customer", "Licensee", or "User") agree to be legally bound by these Terms in their entirety. If you are entering into this Agreement on behalf of a company, trust, franchise, or legal entity, you warrant that you possess full legal authority to bind that entity.

"Background IP" means all pre-existing or independently developed source code, MVC frameworks, architectural patterns, database schemas, authentication engines, licensing clients (AppClient), OTA update mechanisms (OtaUpdater), UI component libraries, and developer tools owned or engineered by CLD.
"Bespoke Deliverables" means custom software code or configurations specifically commissioned by the Client under a signed SOW and paid for in full.
"Licensed Software" means any proprietary CLD software product, ERP, CRM, accounting suite (including but not limited to Keystone Accounting Pro, Keystone Lite, Keystone Business ERP, Support Desk Helpdesk, SendFile, and PropLease), or licensed module distributed under a CLD License Key.

2. Bespoke Software Engineering, Scope Governance & Change Control

2.1 Project Blueprints & Quotations

All written quotations, proposals, and architectural estimates issued by CLD remain valid for fourteen (14) calendar days from the date of issue unless otherwise stated in writing. A quotation only becomes a binding development contract once signed/accepted in writing and accompanied by the stipulated commencement deposit.

2.2 Strict Prevention of Scope Creep

CLD engineers software strictly against the written functional specifications agreed upon at project inception. Any feature, third-party integration, UI redesign, workflow alteration, or database modification requested after specification sign-off—or not explicitly listed in the original quotation—constitutes an out-of-scope Change Request. All Change Requests will be scoped, quoted separately, or billed at CLD's prevailing standard hourly engineering rate and may extend estimated delivery timelines accordingly.

2.3 Client Responsibilities, Content & Project Dormancy

Timely delivery depends on the Client providing required business logic, API credentials, branding assets, hosting access, and milestone feedback within five (5) business days of request. If a project is delayed or stalled by the Client for more than twenty-one (21) calendar days ("Project Dormancy"), CLD reserves the right to invoice immediately for all work completed to date, suspend active development, and charge a reactivation/rescheduling fee when the Client is ready to resume.

3. Financial Terms, Deposits, Milestones & Non-Payment Remedies

3.1 Non-Refundable Commencement Deposit

Unless agreed otherwise in writing, a minimum 50% commencement deposit is payable prior to architectural planning, environment provisioning, or coding. Because capacity and engineering hours are immediately allocated upon receipt, commencement deposits and completed milestone payments are strictly non-refundable.

3.2 Milestone & Final Settlement

Progress invoices and final completion invoices are payable strictly within seven (7) calendar days of invoice date (or prior to live production deployment/handover, whichever occurs first). All fees are quoted exclusive of applicable taxes unless explicitly stated otherwise.

3.3 Remedies for Late or Non-Payment

If any invoice remains unpaid past its due date, CLD is entitled, without prejudice to any other legal remedy, to:

Charge compound interest on overdue balances at 2% per month (or the maximum rate permitted under South African law) calculated from the due date until final settlement;
Immediately pause all ongoing development, technical support, and maintenance;
Withhold source code handover, production deployment, or database credentials; and
Trigger remote License Key Suspension on any unpaid Licensed Software or hosted staging/production environment after providing 48 hours' electronic notice. CLD shall bear zero liability for any business interruption or loss resulting from suspension due to non-payment.

4. Intellectual Property Rights & Background Technology

4.1 Reservation of CLD Background IP

CLD retains sole, exclusive, and perpetual ownership of all Background IP, foundational codebases, strict MVC boilerplates, security middleware, RBAC engines, TOTP 2FA modules, licensing/telemetry connectors, and reusable software libraries used to construct any system. Nothing in this Agreement transfers ownership of CLD's underlying engineering tools or proprietary product lines to the Client.

4.2 Conditional Transfer / Licensing of Bespoke Deliverables

No intellectual property rights or usage licenses in any Bespoke Deliverables pass to the Client until 100% of all project invoices, variations, and accrued charges have been paid in full. Upon full and final settlement:

For Bespoke Custom Projects, the Client is granted a perpetual, non-exclusive, non-transferable license to use the integrated Background IP solely as embedded within their commissioned application, together with ownership of the Client-specific custom business logic and branding.
For Proprietary CLD Products & SaaS/ERP Suites (e.g., the Keystone series), all title, copyright, and intellectual property remain 100% vested in CLD at all times; the Client receives only a revocable, non-exclusive license to operate the software in accordance with Section 5.

4.3 Portfolio & Attribution Rights

Unless a separate non-disclosure surcharge is agreed in writing, CLD retains the right to display non-confidential screenshots, architectural summaries, and performance metrics of completed systems in the CLD Portfolio and marketing materials, and to include a discrete "Engineered by Christo Lochenberg Developments" attribution link or metadata tag.

5. Software Licensing, Telemetry, OTA Updates & Kill-Switch Governance

5.1 License Scope & Restrictions

Each CLD License Key authorizes execution of the Licensed Software on one (1) designated production domain or hardware instance for the specific registered Customer. You may not—and may not permit any third party to—copy, redistribute, resell, sublicense, lease, decompile, reverse-engineer, modify licensing verification routines, bypass hardware/domain locks, or strip cryptographic signatures from any CLD software.

5.2 Automated License Verification & Heartbeat Telemetry

You acknowledge and consent that CLD Licensed Software contains automated cryptographic verification routines (AppClient) that periodically communicate with CLD's central licensing servers (including https://license.christodev.co.za). These transmissions validate your License Key, registered domain/URL, server IP address, hardware signature, TOTP authentication status, and currently installed software version.

5.3 Over-The-Air (OTA) Updates & Version Kill-Switch

To protect security, statutory compliance, and ecosystem integrity, CLD may release Over-The-Air (OTA) patches and version upgrades. Where CLD identifies that an older software version contains a critical security vulnerability, schema corruption risk, or licensing flaw, CLD may designate that release as a "Killed Version". If a version is killed, or if a License Key is revoked due to non-payment, piracy, or breach of these Terms, the software may automatically restrict execution until a valid license is restored or the mandatory OTA update is applied. CLD is not liable for any downtime or operational impact arising from a Killed Version or suspended license.

6. User Acceptance Testing (UAT), Deployment & Bug Warranty

6.1 UAT Inspection Window

Upon delivery of a milestone or release candidate for staging review, the Client has seven (7) calendar days to test the software and report any material deviations from the signed specification in writing. Moving the software into live production, processing live transactions, or failing to report defects within the 7-day window constitutes irrevocable acceptance of that milestone.

6.2 Limited 30-Day Bug Warranty

For bespoke projects, CLD provides a thirty (30) calendar day post-launch warranty covering reproducible software bugs that directly contradict the original signed functional specification. This warranty is rendered immediately null and void if the Client or any third-party developer alters the source code, modifies database tables directly, changes server PHP/MySQL configurations without consultation, or installs unauthorized third-party scripts.

7. Financial ERPs, Accounting Suites, SARS & IFRS Disclaimer

CRITICAL REGULATORY NOTICE: Christo Lochenberg Developments is a software architecture and engineering firm—NOT a registered Chartered Accountant (CA(SA)), statutory auditor, registered tax practitioner, financial services provider, or legal practice.

While CLD engineers financial systems, double-entry general ledgers, invoicing engines, payroll modules, and reporting suites designed to align with South African Revenue Service (SARS) and International Financial Reporting Standards (IFRS) principles, all software is provided strictly as a technical calculation and record-keeping tool.
Sole Client Verification Duty: The Client, together with the Client's qualified accountants, auditors, and tax practitioners, bears 100% sole and exclusive responsibility for verifying the accuracy of all tax tables, VAT percentages, PAYE/UIF/SDL deductions, currency conversions, journal entries, trial balances, financial statements, and statutory filings before relying upon them or submitting them to SARS or any regulatory body.
CLD expressly disclaims all liability for any tax penalties, interest, audit adjustments, accounting discrepancies, overpayment or underpayment of taxes/wages, or regulatory fines incurred by the Client or any third party.

8. Third-Party APIs, ERP Bridges & Payment Gateways

Many CLD systems integrate with external third-party platforms, including but not limited to Sage Evolution, Xero, Stripe, DPO PayGate, PayFast, PayPal, Twilio, Google APIs, cPanel, and SMTP mail relays.

CLD has no control over the uptime, API schemas, rate limits, security posture, or pricing of third-party providers.
CLD shall not be liable for any system failure, sync delay, duplicate transaction, payment gateway hold, chargeback, fraud loss, or data discrepancy caused by an upstream third-party service or API change.
Any engineering work required to update a system due to a third-party provider changing, deprecating, or breaking their API after initial deployment is billable at CLD's standard engineering rates unless covered by an active Enterprise Maintenance Retainer.

9. Hosting, Server Infrastructure, Backups & Cyber-Security

9.1 Self-Hosted & Third-Party Hosted Environments

Where software is deployed onto the Client's own server, shared hosting account, VPS, or on-premise hardware, the Client is solely responsible for server administration, operating system patching, SSL/TLS certificate renewal, PHP/database compatibility, firewall configuration, and physical/cloud security.

9.2 Mandatory Client Backup Duty

Even where CLD software includes built-in database backup utilities (such as the Admin Backup Manager), the Client remains solely responsible for maintaining independent, encrypted, off-site backups of all databases, uploaded media, and configuration files on a daily basis. In the event of hardware failure, hosting corruption, accidental deletion, or cyber-attack, CLD's obligation is limited to reasonable commercial assistance (billable at standard rates unless covered by a retainer) and CLD shall never be liable for lost or unrecoverable data.

9.3 Cyber-Security & Credential Hygiene

While CLD engineers systems using industry-standard security patterns (including prepared SQL statements, CSRF tokens, RBAC, and TOTP 2FA), no internet-connected system can be guaranteed 100% immune to zero-day vulnerabilities, sophisticated cyber-attacks, ransomware, brute-force campaigns, or compromised client credentials. The Client must enforce strong passwords and Two-Factor Authentication (2FA) across all administrative and staff accounts.

10. Limitation of Liability & Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

No Consequential Damages: In no event shall Christo Lochenberg Developments, its founder, employees, or subcontractors be liable for any indirect, incidental, special, punitive, or consequential damages whatsoever—including but not limited to loss of profits, loss of revenue, loss of business opportunity, business interruption, loss or corruption of data, reputational harm, third-party claims, or statutory/SARS penalties—even if advised of the possibility of such damages.
Strict Aggregate Liability Cap: CLD's total cumulative liability arising out of or relating to this Agreement, any software, or any service—whether in contract, delict (tort), negligence, strict liability, or otherwise—shall under no circumstances exceed the lesser of: (a) the actual fees paid by the Client to CLD for the specific affected service or license during the thirty (30) days immediately preceding the event giving rise to liability, or (b) Five Thousand South African Rand (R5,000.00 ZAR).
"As-Is" Provision: Except as expressly warranted in Section 6.2, all software, websites, APIs, and services are provided "AS IS" and "AS AVAILABLE" without warranties of any kind, whether express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, or uninterrupted operation.

11. Comprehensive Indemnification

You agree to defend, indemnify, and hold harmless Christo Lochenberg Developments and Christo Lochenberg personally from and against any and all claims, demands, lawsuits, regulatory investigations, fines, damages, losses, liabilities, and legal costs (on an attorney-and-own-client scale) arising out of or related to:

Your use or misuse of any CLD website, software, ERP, or service;
Any data, content, customer records, employee records, or media uploaded, processed, or stored by you or your end-users within a CLD-engineered system;
Your breach of the Protection of Personal Information Act (POPIA), GDPR, consumer protection laws, or tax/financial legislation;
Any modification of source code or database structures performed by you or any third party; or
Any dispute between you and your own customers, franchisees, tenants, patients, or employees.

12. Force Majeure (Including Load-Shedding & Grid Failures)

CLD shall not be in breach of this Agreement nor liable for any delay or failure in performance resulting from events beyond its reasonable control, including but not limited to: national or municipal electricity grid failures, ESKOM load-shedding or blackouts, undersea fiber-optic cable breaks, telecommunications or ISP outages, upstream cloud/data-center failures, cyber-warfare, DDoS attacks, pandemics, civil unrest, strikes, or acts of God.

13. Governing Law, Dispute Resolution & General Provisions

Governing Law: This Agreement is governed by and construed exclusively in accordance with the laws of the Republic of South Africa, without regard to conflict-of-law principles.
Mandatory Good-Faith Negotiation & Arbitration: In the event of any dispute, the parties shall first attempt to resolve the matter via written executive negotiation within fourteen (14) days. Failing resolution, either party may refer the dispute to expedited arbitration in Pretoria / Centurion, Gauteng in accordance with the rules of the Arbitration Foundation of Southern Africa (AFSA), though nothing herein prevents CLD from approaching any court of competent jurisdiction for urgent interdictory relief or recovery of unpaid liquid debts.
Severability & Entire Agreement: If any provision of these Terms is held invalid or unenforceable, that provision shall be enforced to the maximum extent permissible and the remaining provisions shall remain in full force and effect.

14. Official Contact & Legal Notices (Domicilium)

Christo Lochenberg Developments
Principal Architect: Christo Lochenberg
Location: Centurion, Gauteng, South Africa
Electronic Notice Endpoint: Via the official Contact & Consultation Portal on this website.