Legal
Sale and ownership
Vlaander LTD sells each asset to a single verified business buyer, in one transaction, with no recurring obligation. The Sale and Assignment Agreement your authorised signatory signs governs. The Sale and Assignment Agreement supersedes prior website descriptions and discussions. Where this summary differs from the agreement, the agreement prevails.
What transfers
- The asset's source. Subject to the Sale and Assignment Agreement, Vlaander assigns to the verified Buyer the transferable right, title and interest that Vlaander owns in the specified Asset. The assignment excludes Third Party Materials, open-source components, Vlaander’s pre-existing tools, generic know-how, development methods, trademarks, confidential information and any rights that cannot lawfully be assigned.
- Its tests. The test suite the published assurance claims rest on, as delivered in the source archive.
- Its audit artefacts. Specifications, model-checking output, reviews and the software bill of materials, where the asset has them.
- Not included. Third-party and open-source materials are not sold or assigned by Vlaander. They remain under their own licences, listed in each asset’s software bill of materials (SBOM.md in the archive), and the Buyer is responsible for complying with those licences.
Single-buyer exclusivity
Single-buyer acquisition. The asset is withdrawn from sale on delivery and denied to every competitor. You are acquiring a capability that is thereafter unavailable at any price, not one a competitor can buy the following week.
Terms that hold for every asset
- Term. The assignment covers the full period of the copyright in the asset and any renewals or extensions. No expiry, renewal or reactivation.
- Recurring fees. None.
- Post-sale dependency. None. No licence server, no kill-switch, no telemetry, no per-seat metering.
- Delivery. A per-buyer archive holding BUYER.json (the delivery record, which identifies your company and the transaction with a unique fingerprint), your signed agreement (AGREEMENT.md and AGREEMENT.json) and the source tarball. Release signing is not in place; check the source tarball against the SHA-256 in Schedule 1 of your agreement.
- Source bought is source kept. Delivered source carries no expiry and no reactivation requirement; you can fork it freely, subject to the licences of any third-party materials.
- No retroactive model change. Vlaander will not introduce per-seat fees, licence-server activations, telemetry or kill-switches into any product already sold.
Warranty
Vlaander warrants only that, at Delivery and to Vlaander’s actual knowledge after reasonable internal review, it has the right to make the assignment set out in the Sale and Assignment Agreement, excluding Third Party Materials and Excluded Materials. Vlaander gives no warranty that the Asset is wholly original, free from all similarity to independently created works, free from all defects or suitable for any particular use. Otherwise, and except for any warranty that cannot lawfully be excluded, the Asset is supplied “as is”, “as available” and with all faults.
Vlaander's assets are developed with substantial use of AI coding tools under Vlaander's direction; see the qualified warranty in the Sale and Assignment Agreement.
Verifying what you receive
Your download is an archive prepared for you alone. It holds BUYER.json, the delivery record identifying your company and the transaction with a unique fingerprint; AGREEMENT.mdand AGREEMENT.json, your signed agreement with Schedule 1; and <CODE>-source.tar.gz, the source tarball. The outer archive's hash is unique to you by design; the SHA-256 in Schedule 1 applies to the source tarball inside it. Release signing is not in place, so the hash is the check.
- Unpack the outer archive. Don't extract the source tarball yet.
- Find the SHA-256 under "Repository/archive hash" in Schedule 1 of
AGREEMENT.md. - Run
sha256sumon<CODE>-source.tar.gzand compare the result character for character with that hash. - If it doesn't match, or a file is missing or corrupted, don't extract or run anything. Report it to sales@vlaander.com within five business days of delivery; under clause 4 of the agreement, the remedy is re-delivery.
Who bears which risk
| Risk | Borne by | Basis and recourse |
|---|---|---|
| Rights in the source | Buyer | Vlaander warrants only that, at Delivery and to Vlaander’s actual knowledge after reasonable internal review, it has the right to make the assignment set out in the Sale and Assignment Agreement, excluding Third Party Materials and Excluded Materials. Vlaander gives no warranty that the Asset is wholly original, free from all similarity to independently created works, free from all defects or suitable for any particular use. Otherwise, and except for any warranty that cannot lawfully be excluded, the Asset is supplied “as is”, “as available” and with all faults. No IP indemnity is given, and liability is capped at the amount Vlaander actually received for the asset (clauses 7 and 9). |
| Third-party and open-source materials | Buyer | Third-party and open-source materials are not sold or assigned by Vlaander. They remain under their own licences, listed in each asset’s software bill of materials (SBOM.md in the archive), and the Buyer is responsible for complying with those licences. |
| Benchmark performance | Buyer | Measured figures publish their date, hardware, compiler and source archive fingerprint, and the benchmark tools ship with the source so you can rerun them after delivery. Nothing can be run before purchase. Stated figures are not promised. Any performance data is illustrative only and not a guarantee of your results. No refund after delivery. |
| Integration into your stack | Buyer | The published integration footprint is the specification; paid engineering support is available. |
| Regulatory compliance, export and sanctions | Buyer | The Buyer is solely responsible for ensuring that its receipt, export, re-export, transfer, deployment and use of the Asset comply with all applicable laws, sanctions, export controls and end-use restrictions. Vlaander may refuse, suspend or terminate any transaction where it reasonably considers that compliance risk exists. |
| Vendor continuity | Buyer | Source arrives without licence server, kill-switch or expiry; maintain and fork it freely. |
| Source-code escrow | Joint | Structurally unnecessary, since you receive the source. Available on request; you fund the agent, Vlaander participates at no charge. |
| Security after sale | Buyer | Support and maintenance are not part of the sale. Vlaander welcomes vulnerability reports at sales@vlaander.com and coordinates disclosure with the reporter. |
Export and sanctions
The Buyer is solely responsible for ensuring that its receipt, export, re-export, transfer, deployment and use of the Asset comply with all applicable laws, sanctions, export controls and end-use restrictions. Vlaander may refuse, suspend or terminate any transaction where it reasonably considers that compliance risk exists.
Governing law
These terms and any sale agreement are governed by the laws of the Federal Republic of Nigeria.