Legal
Terms of service
These terms apply when you use this website or hire Vantage Point for custom software work. Written in plain language where we can. Last updated: November 3, 2026.
1. Acceptance of these terms
These Terms of Service (the "Terms") are an agreement between you and Vantage Point Software Systems ("Vantage Point", "we", "us" or "our"). They apply when you visit vantagepointsoftwaresystems.com (the "Site"), contact us, or engage us for software design and development services (the "Services").
By using the Site or the Services, you agree to these Terms and to our Privacy Policy, Cookie Policy and Disclaimer. If you do not agree, please do not use the Site or the Services.
2. Eligibility
You must be at least 18 years old and able to form a binding contract to use the Services. If you use the Services on behalf of a company or other organization, you confirm that you have authority to bind it, and "you" includes that organization.
3. What we do
Vantage Point designs and builds custom software systems for businesses. Our Site describes our services and the way we work in general terms. That description is information, not an offer, a quote or a promise of any particular result.
4. Proposals and statements of work
Each engagement is governed by a written proposal, statement of work ("SOW") or services agreement signed or accepted by both parties. It sets out the scope, deliverables, schedule, fees and any special terms.
These Terms apply to every engagement and form part of it. If a signed SOW or services agreement conflicts with these Terms, the signed document controls for that engagement, but only on the points where they conflict.
Work outside the agreed scope is handled through a written change request that may change the price and schedule.
5. Intellectual property
Your deliverables
Subject to full payment of all fees due under the relevant SOW, you own the custom deliverables we create specifically for you under that SOW. Until payment in full, we grant you a limited, non-exclusive licence to use the deliverables for testing and review only.
What we keep
We keep all rights in our pre-existing tools, code libraries, frameworks, templates, processes, methods and know-how, and in anything we develop independently of your project ("Vantage Point Materials"). If Vantage Point Materials are included in a deliverable, we grant you a non-exclusive, perpetual, worldwide, royalty-free licence to use them as part of that deliverable, for your own business purposes.
Third-party and open-source components
Deliverables may include third-party or open-source components. Those components stay under their own licences, which we will identify to you on request.
Your materials
You keep ownership of the content, data, logos and other materials you give us. You grant us a licence to use them only as needed to perform the Services. You confirm that you have the right to give them to us.
Our Site
The text, design, graphics and logo on the Site belong to Vantage Point or its licensors. Do not copy, reproduce or reuse them without our written permission.
Portfolio
Unless you tell us in writing not to, we may describe the general nature of a project in our portfolio without disclosing your confidential information.
6. Fees, payment and late fees
Fees, deposits and payment milestones are set out in the SOW. Unless the SOW says otherwise, invoices are due within 15 days of the invoice date.
If an undisputed amount is not paid when due, we may charge interest at the lower of 1.5% per month or the maximum rate allowed by law, and we may pause work until the account is current. You agree to pay reasonable costs of collecting overdue amounts, including attorneys' fees where the law permits.
Fees do not include taxes, third-party services, hosting, licences or similar pass-through costs unless the SOW says they do. You are responsible for those taxes and costs, other than taxes on our income. If you believe an invoice is wrong, tell us in writing within 10 days of receiving it so we can resolve it.
7. Confidentiality
"Confidential Information" means non-public business, technical or financial information that one party shares with the other and that is marked confidential or would reasonably be understood to be confidential. It does not include information that is public through no fault of the receiving party, that the receiving party already knew or independently developed, or that it received lawfully from someone else.
Each party will use the other's Confidential Information only to carry out the engagement, protect it with reasonable care, and not disclose it except to people who need to know it and are bound by similar duties, or as required by law. These duties continue for three years after the engagement ends, and for as long as a trade secret remains a trade secret.
8. No warranties
We perform the Services with reasonable skill and care. Beyond that, THE SITE AND THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SITE OR ANY SOFTWARE WILL BE ERROR-FREE, UNINTERRUPTED OR SECURE, OR THAT IT WILL ACHIEVE ANY PARTICULAR BUSINESS RESULT.
Some jurisdictions do not allow certain warranty disclaimers, so some of the above may not apply to you. Any warranty given in a signed SOW applies in addition to this section only as that SOW states.
9. Limitation of liability
TO THE FULLEST EXTENT PERMITTED BY LAW, VANTAGE POINT WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA OR LOSS OF GOODWILL, EVEN IF WE HAVE BEEN TOLD THEY ARE POSSIBLE.
TO THE FULLEST EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SITE, THESE TERMS OR THE SERVICES WILL NOT EXCEED THE FEES YOU PAID TO US UNDER THE RELEVANT SOW IN THE 12 MONTHS BEFORE THE EVENT THAT GAVE RISE TO THE CLAIM.
These limits do not apply to liability that cannot be limited by law, such as liability for fraud or wilful misconduct. They also do not limit your obligation to pay fees you owe us.
10. Indemnification
You will defend and indemnify Vantage Point and its owners, employees and contractors against third-party claims, and the resulting losses, damages and reasonable legal fees, arising from (a) materials, data or instructions you give us, including a claim that they infringe someone's rights, (b) your use of the deliverables in breach of these Terms or the law, or (c) your breach of these Terms. We will tell you promptly about any such claim and reasonably cooperate in the defence, at your cost.
11. Third-party services
Software projects often depend on third-party services such as hosting, payment processors, application programming interfaces (APIs), libraries and app stores. These are provided by others under their own terms and privacy policies. We do not control them and are not responsible for their availability, pricing, changes or conduct. Links on the Site to other websites are for convenience only.
12. Acceptable use
You agree not to, and not to help anyone to:
- use the Site or the Services for anything unlawful, fraudulent, harmful or deceptive;
- send us malware, or try to probe, scan, overload, disrupt or break into the Site, its servers or any account;
- bypass or interfere with security or access controls, or the spam protections on our contact form;
- scrape or harvest the Site by automated means, other than ordinary search-engine indexing;
- submit false information, or personal information about others without a lawful right to do so;
- use the Services to build software that infringes the rights of others or breaks the law;
- copy, resell or reverse engineer Vantage Point Materials except as the law allows or we agree in writing.
We may suspend or limit access to the Site, or pause Services, if we reasonably believe you have broken this section.
13. Term and termination
These Terms apply for as long as you use the Site or the Services. Either party may end an engagement by written notice as the SOW provides or, if the SOW is silent, on 14 days' written notice. We may end it immediately if you materially breach these Terms and do not fix the problem within 10 days of notice, or at once if you fail to pay.
On termination you will pay for Services performed and costs incurred up to the termination date. Sections that by their nature should continue (including intellectual property, payment, confidentiality, no warranties, limitation of liability, indemnification, governing law and arbitration) survive termination.
14. Governing law
These Terms, and any dispute arising out of them or the Services, are governed by the laws of the State of California, USA, without regard to conflict-of-law rules. The Federal Arbitration Act governs the arbitration section below.
15. Binding arbitration and class action waiver
Please read this section carefully. It affects your legal rights, including your right to go to court.
Informal resolution first
Before starting a formal claim, each party agrees to contact the other in writing (for us, at hello@vantagepointsoftwaresystems.com) and try in good faith to resolve the dispute within 30 days.
Binding arbitration
If the dispute is not resolved, you and Vantage Point agree to resolve any dispute, claim or controversy arising out of or relating to these Terms, the Site or the Services by final and binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules (or, for individuals, its Consumer Arbitration Rules where they apply). The arbitration will be held in San Diego County, California, or by video conference if the parties agree, and conducted in English before a single arbitrator. Judgment on the award may be entered in any court that has jurisdiction. AAA's rules and fee schedule are available at adr.org.
Exceptions
Either party may bring an individual claim in small-claims court if it qualifies. Either party may also ask a court for an injunction to protect its intellectual property or Confidential Information.
Class action waiver
TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AND VANTAGE POINT EACH AGREE THAT DISPUTES WILL BE BROUGHT ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE OR REPRESENTATIVE PROCEEDING. The arbitrator may not combine claims of more than one person or award class-wide relief. If this waiver is found unenforceable for a claim, that claim will proceed in court, not in arbitration.
30-day opt-out
You may opt out of this arbitration section and class action waiver by emailing hello@vantagepointsoftwaresystems.com within 30 days of first accepting these Terms. The email must state your name and that you opt out of arbitration. If you opt out, disputes will be resolved in the state or federal courts located in San Diego County, California, and you and we consent to their jurisdiction. Opting out does not affect any other part of these Terms.
16. Severability and waiver
If a court or arbitrator finds part of these Terms unenforceable, that part will be limited to the minimum extent needed and the rest stays in effect. If we do not enforce a right, that is not a waiver of it. You may not assign these Terms without our written consent; we may assign them in connection with a merger, sale of the business or similar transaction.
17. Entire agreement
These Terms, together with the Privacy Policy, Cookie Policy, Disclaimer and any signed SOW, are the entire agreement between you and Vantage Point on their subject. They replace earlier discussions and understandings about it.
18. Changes to these Terms
We may update these Terms from time to time. The "Last updated" date at the top shows the latest version. Changes apply to your use of the Site after they are posted. A change will not alter a signed SOW unless both parties agree in writing. If you continue using the Site after a change, you accept the updated Terms.
19. Contact
Questions about these Terms? Email hello@vantagepointsoftwaresystems.com or visit our contact page.