Terms and Conditions of Service
Version: 1.2
Effective Date: 6 July 2025
These Terms and Conditions ("Terms") govern the provision of Software Quality Assurance (QA) services by Vevilio Ltd., a private limited company organized under the laws of Georgia, having its registered address at Dighomi Massive 3rd Quarter (block 2a, #13), Tbilisi, Georgia ("Vevilio", "we", "our", or "us"). The services are provided under the commercial name VersaQA ("VersaQA", "the Website"). By using the services offered via VersaQA or engaging Vevilio Ltd. for QA work, you ("Client", "you", or "your") agree to be legally bound by these Terms.
1. Scope of Services
1.1. Vevilio Ltd., through its VersaQA platform, provides software QA services to businesses, including but not limited to manual testing, automated testing, performance testing, exploratory testing, regression testing, and the preparation of QA reports and test strategies.
1.2. Upon completion of services, Vevilio provides a final report listing all issues and defects discovered during testing. Where appropriate, the report may include reproduction steps and other context for each defect.
1.3. Disclaimer – No Guarantee of Bug-Free Software: The Client explicitly acknowledges and agrees that due to the complex nature of software systems and inherent limitations of QA processes, Vevilio Ltd. does not guarantee the discovery of all existing bugs, issues, or defects. The presence of a final report does not imply that the tested software is free from defects beyond those documented. Vevilio performs testing on a best-effort basis within the defined scope and is not liable for undetected issues or for the performance of the software after delivery.
2. Engagement Workflow
Services are delivered through the following five-step process:
Step 1: Client Provides Information
2.1. The Client shall submit all requested technical and functional information about the software to be tested. Vevilio will specify which data, documents, credentials, and access are required, provided that such requests are reasonably necessary and directly related to the execution of testing activities.
2.2. Vevilio shall review the submitted information and respond with:
- A general test plan/strategy;
- Estimated delivery timeline;
- An initial quote, which reflects the expected total price for the engagement.
2.3. The quote is non-binding and may change under the following circumstances: (i) if Vevilio, at the Client's request, agrees to provide services that were not originally included in the proposal; (ii) if Vevilio, at its sole discretion, grants a discount to the Client; or (iii) if the Client's actions or omissions, including but not limited to breaches of obligations outlined in Section 3, result in an increase in workload or delay that impacts the cost of services.
2.4. No payment is required at this stage.
Step 3: Client Acceptance
2.5. If the Client accepts the proposal in writing, the engagement begins. If not, Vevilio will cease work without further obligation.
Step 4: Testing Execution
2.6. Vevilio performs the QA activities as per the accepted test plan, using the environments, credentials, and materials provided by the Client.
Step 5: Final Report Delivery
2.7. Vevilio compiles and delivers a final report listing all issues detected. This document marks the completion of the engagement.
2.8. If the Client has requested additional services such as test automation or other supplementary deliverables, such work shall be delivered as part of Step 5 alongside the final report.
2.9. Vevilio Ltd. may, at its discretion, deliver the final report in two separate parts. Part 1 shall be delivered once all testing work described in Step 2 has been completed, thereby marking the completion of Step 5. Part 2 may either be delivered immediately or withheld until the Client has paid the full invoice amount. If withheld, Part 2 must be delivered no later than two (2) business days following Vevilio's receipt of full payment. All components of the work agreed upon in Step 2, including but not limited to test automation and any other supplementary deliverables, must be included by Vevilio as part of the full delivery by the time Part 2 is submitted.
2.10. If, after fully paying the invoice, the Client does not receive the full scope of promised deliverables - including, but not limited to, test automation code - the Client shall have the right to request an appropriate refund.
3. Client Responsibilities
- Provide timely and accurate access to all required technical documentation, systems, testing environments, credentials, and related materials necessary for Vevilio Ltd. to perform its obligations;
- Refrain from altering, disabling, or modifying credentials, environments, configurations, or any related systems made available for testing efforts without first informing Vevilio Ltd.;
- Promptly notify Vevilio Ltd. in writing of any material changes to the software or testing environment during the engagement;
- Avoid introducing changes or disruptions that may interfere with or compromise the effectiveness, continuity, or validity of the testing process;
- Respond to Vevilio Ltd.'s communications and requests for information within two (2) business days of receipt.
- Any delay in communication, failure to respond to requests for clarification, or failure to provide direct and sufficient answers to specific questions relevant to the QA activities, may result in an increase in the overall workload or required effort by Vevilio Ltd.;
- In such cases, Vevilio Ltd. reserves the right, at its sole discretion, to reasonably adjust the final service fee to reflect the additional time and resources expended;
- Any such delays or interferences may cause Vevilio Ltd. to miss the originally estimated delivery timeline provided in Step 2 of the engagement process, and in such instances, Vevilio Ltd. shall bear no responsibility or liability for delays in service delivery or deviation from the estimated timeframe.
4. Fees and Payment Terms
4.1. Final service fees shall be specified in the invoice issued after delivery of the final QA report.
- All invoices are due within 15 calendar days from the invoice date;
- Payments shall be made in the currency stated on the invoice and via bank transfer or other accepted method;
- Fees exclude VAT and any applicable taxes unless otherwise stated.
4. Fees and Payment Terms
4.1. Final service fees shall be specified in the invoice issued after delivery of the final QA report.
- All invoices are due within 15 calendar days from the invoice date;
- Payments shall be made in the currency stated on the invoice and via bank transfer or other accepted method;
- Fees exclude VAT and any applicable taxes unless otherwise stated.
4.3. If Vevilio fails to meet the original scope and criteria as outlined in Step 2 of the Engagement Workflow, the Client may request an appropriate partial refund. Such request must be made in writing within fifteen (15) calendar days of receiving the final report.
5. Confidentiality
5.1. Each party shall maintain the confidentiality of all non-public, proprietary, or confidential information received from the other party.
5.2. Vevilio shall not disclose, reuse, or exploit the Client’s software, documentation, or test data for any purpose other than delivering the agreed services.
5.3. This clause shall survive termination of the engagement for a period of three (3) years.
6. Intellectual Property
6.1. The Client retains all rights, title, and interest in and to its proprietary software, source code, documentation, data, and all other materials provided to Vevilio Ltd. in connection with the services.
6.2. Vevilio Ltd. retains ownership of all tools, frameworks, test plans, templates, and other materials developed independently of the Client engagement and not specifically created for the Client.
6.3. Unless otherwise agreed in writing, deliverables including final QA reports, issue logs, and manual testing records become the property of the Client upon full payment of the final invoice.
6.4. In cases where the Client requests the inclusion of automated testing as part of the service, the associated test automation code developed specifically for the Client shall become the sole and exclusive property of the Client upon full settlement of the corresponding invoice. Vevilio Ltd. shall transfer all rights, ownership, and possession of such automation code to the Client, and shall not retain any license, usage rights, or ownership interest therein following payment.
7. Warranties and Disclaimers
7.1. Vevilio warrants that services will be delivered in a professional and commercially reasonable manner, using qualified personnel and accepted practices.
- That all bugs will be discovered;
- That software will be error-free after testing;
- That issues found will not reappear or cause secondary effects.
7.3. No other warranties, whether express or implied (including fitness for purpose or merchantability), are made.
8. Limitation of Liability
8.1. Vevilio shall not be liable for indirect, incidental, special, punitive, or consequential damages, including but not limited to lost revenue, lost profits, business interruption, or third-party claims, even if advised of such possibilities.
8.2. Vevilio’s total liability, whether in contract, tort (including negligence), or otherwise, shall in no case exceed the total amount paid by the Client for the specific engagement giving rise to the claim.
9. Termination
9.1. Either party may terminate the engagement with written notice prior to the start of Step 4 (Testing Execution).
9.2. If the engagement is terminated after testing begins, the Client shall be responsible for payment proportional to the services rendered up to that point.
9.3. Either party may terminate for cause if the other materially breaches the Terms and fails to remedy the breach within 10 business days of notice.
10. Governing Law and Jurisdiction
10.1. These Terms shall be governed by and construed in accordance with the laws of Georgia, without regard to its conflict of law rules.
10.2. Any dispute, controversy, or claim shall be submitted to the competent courts of Georgia.
10.3. In addition to the foregoing, Vevilio Ltd. reserves the right to pursue enforcement, injunctive relief, or collection of unpaid fees in the jurisdiction where the Client maintains business operations.
11. Miscellaneous
11.1. These Terms constitute the entire agreement between the Client and Vevilio Ltd. with respect to the services provided via VersaQA and supersede any prior agreements or understandings.
11.2. No amendment or waiver shall be effective unless in writing and signed by both parties.
11.3. If any provision of these Terms is found unenforceable, the remainder shall continue in full force and effect.