Terms & Conditions

1.1 These Terms are incorporated by reference into every DeskFox proposal and statement of work. Acceptance of a proposal by written signature, electronic signature, email confirmation, or payment of the deposit described in Section 4 constitutes acceptance of these Terms in full.

1.2 Pursuant to the Electronic Transactions Ordinance, 2002, electronic records and electronic signatures exchanged between the parties shall not be denied legal effect, enforceability, or admissibility solely on the ground that they are in electronic form. In the event of conflict between a signed proposal and these Terms, the proposal prevails for that engagement only.

“Deliverables” means the work products identified in a proposal, including designs, source code, documentation, and configured services.

“Deposit” means the advance payment described in Section 4.1.

“Scope” means the features, pages, integrations, and revision rounds expressly listed in the accepted proposal. Anything not listed is out of Scope.

“Handoff” means the transfer of Deliverables, credentials, and hosted assets to the Client upon completion and full payment.

“Confidential Information” has the meaning given in Section 10.

3.1 Unless stated otherwise, proposals and quotations remain open for acceptance for thirty (30) days from the date of issue, after which DeskFox may revise pricing and timelines.

3.2 Pricing is fixed for the Scope as written. Estimates for out-of-Scope work, where given, are indicative only and are re-quoted under Section 5 before any such work begins.

4.1 Deposit. Work commences only upon receipt of a non-refundable Deposit equal to twenty-five percent (25%) of the total project fee or USD 200 (or PKR equivalent), whichever is greater. The Deposit is applied against the final invoice and secures the Client’s place in DeskFox’s production schedule.

4.2 Milestones. For engagements exceeding four (4) weeks or as set out in the proposal, the balance is invoiced against milestones defined in the proposal. Each milestone payment is due before work on the subsequent milestone begins.

4.3 Invoices & late payment. Invoices are payable within fourteen (14) days of issue. Amounts unpaid after the due date accrue a late fee of two percent (2%) per month or part thereof, and DeskFox may suspend work, withhold Deliverables, and postpone Handoff until the account is settled. Suspension under this clause extends timelines accordingly and does not constitute breach by DeskFox.

4.4 Retainers. Ongoing support is billed as a monthly retainer, invoiced in advance on the first business day of each month. Unused retainer hours do not roll over unless the proposal states otherwise. Either party may end a retainer with thirty (30) days’ written notice.

4.5 Taxes and charges. Fees are exclusive of applicable taxes, duties, and levies, including Sindh sales tax on services where applicable, and of bank or remittance charges, all of which are borne by the Client.

5.1 The proposal specifies the number of revision rounds included per Deliverable. A revision refines work within the agreed Scope; a request that adds features, pages, integrations, or redesigns previously approved work is a change of Scope.

5.2 Scope changes are documented in a written change order stating the additional fee and schedule impact, and take effect only upon the Client’s written approval. DeskFox is not obliged to perform out-of-Scope work absent an approved change order.

5.3 Work approved by the Client in writing (including by email) is deemed accepted; subsequent alterations to accepted work are treated as Scope changes.

6.1 Timelines in the proposal assume timely provision by the Client of content, credentials, feedback, and approvals. Each day of Client delay extends the schedule by at least one day; material delays may require re-scheduling around other commitments.

6.2 If the Client is unresponsive or fails to provide required inputs for thirty (30) consecutive days, DeskFox may place the project on hold. Resumption is subject to schedule availability and a restart fee of up to ten percent (10%) of the remaining project fee.

6.3 Neither party is liable for delay caused by events beyond its reasonable control (force majeure), including power or internet infrastructure failures, natural disasters, or governmental action, provided the affected party notifies the other promptly.

7.1 Upon receipt of all fees due, DeskFox assigns to the Client all intellectual property rights in the Deliverables created specifically for the Client. Consistent with the Copyright Ordinance, 1962, assignment of copyright is effected in writing; the accepted proposal together with these Terms constitutes that written assignment, effective on full payment.

7.2 DeskFox retains ownership of its pre-existing materials — frameworks, libraries, internal tooling, and know-how — and grants the Client a perpetual, non-exclusive, royalty-free licence to use them as embedded in the Deliverables.

7.3 Until full payment, all Deliverables remain the property of DeskFox and are licensed to the Client for review only.

7.4 DeskFox may reference the project, non-confidential Deliverables, and the Client’s name and logo in its portfolio and marketing, unless the parties have executed a non-disclosure agreement or the Client opts out in writing.

8.1 Deliverables may incorporate third-party services and materials — hosting, domain registration, APIs, fonts, stock assets, plugins, and open-source software — each governed by its own licence. DeskFox will identify material third-party dependencies and, where practicable, register accounts in the Client’s name.

8.2 Recurring third-party fees are the Client’s responsibility from Handoff (or from account creation, where billed directly to the Client). DeskFox does not warrant third-party services and is not liable for their failure, discontinuation, or changes to their terms or pricing.

8.3 Open-source components remain subject to their respective licences, which the Client accepts to the extent they apply to the Deliverables.

9.1 DeskFox will remedy, at no charge, defects in the Deliverables reported within thirty (30) days of Handoff, where the Deliverables fail to conform materially to the Scope. This warranty excludes defects arising from Client modifications, third-party services, or use outside the intended environment.

9.2 Beyond the warranty period, maintenance, updates, security patching, and support are provided under a separate retainer per Section 4.4 or quoted ad hoc.

9.3 Where DeskFox hosts a project on the Client’s behalf pending Handoff, it does so as a caretaker: the Client remains the owner of, and responsible for, the content and data hosted, as further described in the DeskFox Privacy Policy.

10.1 “Confidential Information” means non-public business, technical, and financial information disclosed by either party in connection with an engagement. Each party shall use the other’s Confidential Information solely to perform the engagement and shall protect it with at least reasonable care, for the duration of the engagement and three (3) years thereafter.

10.2 Confidentiality and non-disclosure undertakings between the parties are enforceable as contracts under the Contract Act, 1872. Unauthorised access to, or disclosure of, data and information systems may additionally attract liability under the Prevention of Electronic Crimes Act, 2016 (PECA). On request, DeskFox will execute a mutual non-disclosure agreement governed by the laws of Pakistan.

10.3 These obligations do not apply to information that is public through no fault of the recipient, independently developed, lawfully received from a third party, or required to be disclosed by law or a court or authority of competent jurisdiction — provided the recipient gives prompt notice where lawful.

11.1 DeskFox warrants that services will be performed with reasonable skill and care consistent with industry practice. Except as expressly stated, services and Deliverables are provided “as is”, and DeskFox disclaims all other warranties, express or implied, including fitness for a particular purpose and non-infringement in respect of Client-supplied materials.

11.2 DeskFox does not warrant particular commercial outcomes, search-engine rankings, traffic, revenue, or uninterrupted, error-free operation of software or third-party services.

11.3 To the maximum extent permitted by law, neither party is liable for indirect, incidental, consequential, or special damages, or for loss of profits, data, or goodwill. DeskFox’s aggregate liability arising out of an engagement shall not exceed the fees actually paid by the Client for that engagement.

11.4 The Client warrants that materials it supplies (content, images, marks, data) do not infringe third-party rights and indemnifies DeskFox against claims arising from their use as instructed.

12.1 Either party may terminate an engagement on fourteen (14) days’ written notice. Either party may terminate immediately for material breach not cured within fourteen (14) days of written notice of the breach.

12.2 On termination by the Client for convenience, the Client shall pay (a) fees for all work performed and expenses incurred to the termination date, and (b) a kill fee equal to fifteen percent (15%) of the unbilled remainder of the project fee, in recognition of reserved capacity and declined engagements. The Deposit is credited against these amounts but is not refundable in any event.

12.3 Upon payment of all amounts due, DeskFox will deliver work-in-progress in its then-current state. Sections 7, 10, 11, 13, and 14 survive termination.

13.1 Refund requests are assessed against work not yet performed as at the date of the request. Fees attributable to completed milestones, approved Deliverables, and work in progress are not refundable.

13.2 The Deposit described in Section 4.1 is non-refundable in all circumstances and is expressly excluded from this refund and cancellation policy, including on cancellation before work begins, termination for convenience, or abandonment of the project by the Client.

13.3 Approved refunds are returned via the original payment method within thirty (30) days, net of transaction and remittance charges.

14.1 These Terms and every engagement are governed by the laws of the Islamic Republic of Pakistan, including the Contract Act, 1872, without regard to conflict-of-laws principles.

14.2 The parties shall first attempt in good faith to resolve any dispute through negotiation between senior representatives within thirty (30) days of written notice of the dispute.

14.3 Failing amicable resolution, the dispute shall be referred to arbitration by a sole arbitrator appointed by mutual agreement, seated in Karachi, Sindh, and conducted under the Arbitration Act, 1940 (as amended or replaced). The award shall be final and binding, and may be enforced in any court of competent jurisdiction.

14.4 Subject to the foregoing, the courts of Karachi, Sindh have exclusive jurisdiction, including for interim and injunctive relief.

15.1 If any provision is held invalid or unenforceable, the remainder continues in full force, and the provision is reformed to the minimum extent necessary.

15.2 These Terms, together with the accepted proposal and any executed NDA, constitute the entire agreement and supersede prior discussions. Amendments must be in writing and signed (including electronically) by both parties.

15.3 The parties are independent contractors. Nothing creates a partnership, agency, or employment relationship. Neither party may assign an engagement without the other’s written consent, except to a successor in a merger or acquisition.

15.4 Notices shall be sent in writing to the addresses (including email addresses) stated in the proposal and are deemed received on confirmed delivery.