H.

Huzaifa

Terms and Conditions

Last updated: May 31, 2026

These Terms and Conditions (“Agreement”) govern all services provided by Huzaifa (“Developer”, “we”, “us”, “our”) to you (“Client”, “you”, “your”). By engaging our services, you agree to these terms.

1. Services

1.1. The Developer provides web development, technical architecture, UI/UX engineering, performance optimization, and related digital services as described in the project proposal or statement of work (“SOW”) agreed by both parties.

1.2. Each engagement is governed by a SOW defining scope, deliverables, timeline, and fees. If this Agreement and a SOW conflict, the SOW prevails for that engagement.

1.3. The Developer may use AI-augmented engineering tools in service delivery. This accelerates development and enforces quality standards. It does not reduce the Developer’s responsibility for the final deliverable.

2. Intellectual Property Rights

2.1. Deliverables. Upon full payment of all fees under an SOW, the Developer assigns to the Client all rights and interest in the custom code, designs, and deliverables created specifically for that project (“Deliverables”).

2.2. Developer IP. The Developer retains all rights to:

  • Pre-existing code libraries, frameworks, components, and tools developed before or independently of the engagement (“Developer IP”);

  • General-purpose utilities, patterns, and techniques developed during the engagement that are not specific to the Client’s business logic;

  • AI prompt templates, workflows, and engineering processes used in service delivery.

    2.3. License to Developer IP. The Developer grants the Client a perpetual, non-exclusive, royalty-free license to use any Developer IP incorporated into the Deliverables, solely as part of those Deliverables.

    2.4. Third-Party Assets. Code, libraries, and assets licensed from third parties remain under their original license terms. The Developer will not intentionally incorporate assets with licenses incompatible with the Client’s intended use.

    2.5. Portfolio Rights. The Developer may display the Deliverables in their portfolio, website, and marketing materials unless the Client opts out in writing before the engagement begins. Confidential business information will not be disclosed.

3. Client Responsibilities

3.1. The Client agrees to:

  • Provide timely feedback, approvals, and required materials within agreed timeframes;

  • Make key decision-makers available for reviews and approvals;

  • Provide accurate information about project requirements and constraints.

    3.2. Delays caused by the Client’s failure to meet these responsibilities may result in timeline adjustments and additional fees.

4. Fees and Payment

4.1. Fees are specified in the applicable SOW. Payment terms are net-15 unless otherwise stated.

4.2. Fixed-price projects are billed in milestones as defined in the SOW. Each milestone invoice is due on submission.

4.3. Hourly or retainer engagements are billed monthly based on time tracked. Invoices are due within 15 days of receipt.

4.4. Late payments incur a fee of 1.5% per month (or the maximum rate permitted by law) on the outstanding balance.

4.5. The Developer may suspend work on active and future engagements if any invoice remains unpaid for more than 30 days.

5. Change Requests and Scope Creep

5.1. Work outside the scope defined in the SOW requires a change order approved by both parties. Change orders may adjust fees and timelines.

5.2. Minor revisions (up to two rounds of feedback on agreed deliverables) are included. Substantial changes to requirements or features after work has begun constitute scope changes.

6. Warranties and Disclaimers

6.1. The Developer warrants that services will be performed professionally and consistently with industry standards.

6.2. Disclaimer. Except as stated in section 6.1, all services and deliverables are provided “as is.” The Developer disclaims all other warranties, express or implied.

6.3. The Developer does not warrant that deliverables will be error-free or uninterrupted. Post-launch support and bug fixes are governed by the applicable SOW or a separate maintenance agreement.

7. Limitation of Liability

7.1. The Developer’s total liability arising from this Agreement or any SOW is limited to the total fees paid by the Client for the specific engagement giving rise to the claim.

7.2. In no event shall the Developer be liable for any indirect, incidental, consequential, special, or exemplary damages, including lost profits, lost data, or business interruption, even if advised of the possibility of such damages.

8. Confidentiality

8.1. Both parties agree to keep confidential all non-public information disclosed during the engagement (“Confidential Information”).

8.2. Confidential Information does not include information that: (a) is or becomes public through no fault of the receiving party; (b) was known prior to disclosure; (c) is independently developed; or (d) is required to be disclosed by law.

8.3. This confidentiality obligation survives termination of this Agreement for a period of three years.

9. Termination

9.1. Either party may terminate an SOW with 14 days’ written notice. On termination:

  • The Client pays for all work completed and expenses incurred up to the termination date;

  • The Developer delivers all completed work products for which payment has been received;

  • Outstanding unpaid fees become immediately due.

    9.2. Either party may terminate immediately if the other party materially breaches this Agreement and fails to cure the breach within 14 days of written notice.

10. Governing Law and Dispute Resolution

10.1. This Agreement is governed by the laws of Pakistan. Any disputes shall first be attempted through good-faith negotiation.

10.2. If negotiation fails, disputes shall be resolved through binding arbitration in Lahore, Pakistan, under the rules of the Pakistan Arbitration Council. Each party bears its own legal costs.

11. Independent Contractor Status

11.1. The Developer is an independent contractor, not an employee or joint venture partner of the Client. Nothing in this Agreement creates an employment or agency relationship.

11.2. The Developer is solely responsible for all taxes, benefits, and insurance related to their services.

12. General Provisions

12.1. Entire Agreement. This Agreement and any referenced SOW constitute the entire agreement between the parties, superseding all prior discussions.

12.2. Amendments. Changes to this Agreement must be made in writing and signed by both parties.

12.3. Severability. If any provision of this Agreement is found to be unenforceable, the remaining provisions remain in full force and effect.

12.4. No Waiver. Failure to enforce any provision does not constitute a waiver of that provision.

Last updated: May 31, 2026

For questions about these terms, contact: hi@huzaîfa.com