Terms & Conditions

1. Definitions

“Agency,” “we,” “us,” or “our” refer to Byte & Stack, a software‑development agency registered in Pakistan.

“Client,” “you,” or “your” refer to the party hiring Byte & Stack under this Agreement.

“Services” means the design, development, consulting, and related tasks described in an accepted proposal, quotation, or Statement of Work (“SOW”) (collectively, the “Project”).

“Deliverables” means the tangible or intangible work‑product produced by us in the course of providing the Services.

2. Scope of Services

2.1 We will provide the Services and Deliverables set out in the accepted SOW using commercially reasonable skill and care.

2.2 Any work outside the SOW (including additional features, meetings, integrations, or third‑party costs) is considered a “Change Request.” See Section 6 for details.

3. Client Responsibilities

• Provide timely access to information, assets, infrastructure, and decision‑makers.
• Respond to queries or approvals within five (5) business days to avoid project delays.
• Obtain and maintain any licences or consents required for us to perform the Services.

4. Fees & Payment

4.1 Up‑front deposit — the Client must pay twenty‑five percent (25 %) of the total Project fee before work begins. Work starts only after funds clear our account.

4.2 The remaining fees will be invoiced according to the milestone schedule in the SOW (or monthly, if none is specified).

4.3 Invoices are due net 15 days. Overdue amounts accrue interest at 1.5 % per month (18 % p.a.) or the maximum legal rate, whichever is lower.

4.4 All fees are exclusive of taxes, withholdings, and transfer charges, which the Client must bear.

4.5 If payment is overdue by more than fifteen (15) days, we may pause work and withhold Deliverables and repositories until the balance (plus interest) is settled.

5. Project Schedule

5.1 Any timeline presented is an estimate and depends on timely Client feedback and third‑party factors.

5.2 Delays caused by the Client automatically extend the delivery schedule and may incur rescheduling fees.

6. Change Management

6.1 Either party may request changes in writing. We will assess the impact on scope, timeline, and cost.

6.2 No change is binding until both parties sign a written Change Order (e‑mail confirmation is acceptable).

7. Intellectual Property Rights

7.1 Upon full payment of all invoices, we assign to the Client all worldwide intellectual‑property rights in the final Deliverables except:

• a) Pre‑existing materials (libraries, boilerplate, frameworks) that remain our property and are licensed non‑exclusively to the Client.
• b) Third‑party components that are subject to their own licences.

7.2 We may display the Client’s non‑confidential Deliverables in our portfolio and marketing materials unless you request in writing that we withhold them.

8. Confidentiality

8.1 Each party agrees to protect the other’s Confidential Information using at least a reasonable standard of care and not disclose it to third parties, except to personnel or subcontractors bound by similar obligations.

8.2 This duty survives for five (5) years after termination of this Agreement.

9. Limited Warranty

9.1 We warrant that the Services will substantially conform to the SOW for thirty (30) days after final delivery.

9.2 Your exclusive remedy for breach of this warranty is re‑performance of the defective Services.

9.3 Except as expressly stated, the Services and Deliverables are provided “as‑is,” and we disclaim all other warranties, express or implied, including fitness for a particular purpose.

10. Limitation of Liability

10.1 To the maximum extent permitted by law, our aggregate liability under this Agreement (whether in contract, tort, or otherwise) is capped at the total amounts you paid to us during the six (6) months preceding the claim.

10.2 We are not liable for indirect, incidental, special, punitive, or consequential damages, including lost profits or data.

11. Indemnification

The Client agrees to indemnify and hold harmless Byte & Stack, its directors, officers, and employees from any third‑party claims arising out of: (i) Client‑provided content; (ii) misuse of Deliverables; or (iii) Client’s breach of these Terms.

12. Termination

12.1 Either party may terminate this Agreement for convenience with fourteen (14) days’ written notice.

12.2 Either party may terminate immediately if the other materially breaches and fails to cure within ten (10) days of receiving written notice.

12.3 Upon termination, the Client must pay for (i) all work performed to date and (ii) committed expenses. Sections 7‑11 survive termination.

13. Governing Law & Dispute Resolution

13.1 This Agreement is governed by the laws of the Province of Punjab, Pakistan, without regard to conflict‑of‑law principles.

13.2 Any dispute not resolved amicably within thirty (30) days shall be submitted to the exclusive jurisdiction of the civil courts of Lahore.

14. Force Majeure

Neither party is liable for delays or failure to perform caused by events beyond reasonable control (natural disasters, war, strikes, or internet outages).

15. Miscellaneous

• Assignment — Neither party may assign this Agreement without the other’s prior written consent, except to a successor in merger or acquisition.
• Notices — Notices must be in writing and are deemed delivered when sent by tracked courier or e‑mail with receipt confirmation to the addresses listed in the SOW.
• Entire Agreement — These Terms and any SOW constitute the entire agreement between the parties and supersede all prior discussions.
• Severability — If any clause is unenforceable, the remainder of the Agreement stays in effect.
• Amendments — Any amendment must be in writing and signed by both parties.

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