Terms and Conditions.
Last updated: September 2, 2026
These Terms and Conditions (“Agreement”) govern all services provided by Huzaifa Web Studio (“Studio”, “we”, “us”, “our”) to you (“Client”, “you”, “your”). By engaging our services, you agree to these terms.
1. Services
1.1. The Studio provides the following service categories as described in the project proposal or statement of work (“SOW”) agreed by both parties:
Web Development
AI Integration
Mobile App Development
UI/UX Design
Deployments & DevOps
AI Workflows & Automation
CTO as a Service
Ongoing Maintenance
Search & AI Visibility (SEO, AEO, GEO)
Performance & Security
Template Customization
Analytics & Tracking
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 Studio uses AI-augmented engineering tools in service delivery. This accelerates development and enforces quality standards. It does not reduce the Studio’s responsibility for the final deliverable.
2. Intellectual Property Rights
2.1. Deliverables. Upon full payment of all fees under an SOW, the Studio assigns to the Client all rights and interest in the custom code, designs, and deliverables created specifically for that project (“Deliverables”).
2.2. Studio IP. The Studio retains all rights to:
Pre-existing code libraries, frameworks, components, and tools developed before or independently of the engagement (“Studio 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 Studio IP. The Studio grants the Client a perpetual, non-exclusive, royalty-free license to use any Studio 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 Studio will not intentionally incorporate assets with licenses incompatible with the Client’s intended use.
2.5. Case Study Rights. The Studio may display the Deliverables in case studies, 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 Studio 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 Studio 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 Studio disclaims all other warranties, express or implied.
6.3. The Studio 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 Studio’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 Studio 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 Studio 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 Studio 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 Studio is solely responsible for all taxes, benefits, and insurance related to its services.
12. Service-Specific Terms
The following terms apply to specific service categories:
12.1 AI-Augmented Services
For engagements involving AI Integration, AI Workflows & Automation, or AI features within other services:
a. AI Output Disclaimer. AI-generated content, code, and recommendations may contain errors, hallucinations, or inaccuracies. The Client is responsible for validating all AI outputs before deployment to production or reliance in business decisions.
b. Third-Party AI Dependencies. Service delivery depends on third-party AI providers (OpenAI, Anthropic, Google AI, etc.). The Studio is not liable for service interruptions, pricing changes, or policy changes by these providers that affect deliverables.
c. Token Usage Costs. For services involving AI API calls, token usage costs are billed as specified in the SOW. Costs may be pass-through (at provider rates plus administrative fee) or included in fixed pricing as defined in the SOW.
d. Data in Prompts. The Client consents to necessary business data being included in prompts sent to AI providers for service delivery. The Studio uses API tiers that exclude data from model training. The Client remains responsible for any sensitive data included in prompts beyond what the Studio requests.
e. No Model Training. The Studio does not use Client data to train or fine-tune AI models.
12.2 Security Services
For Performance & Security audit and hardening engagements:
a. Point-in-Time Assessment. Security audits identify known vulnerabilities at the time of assessment. They do not guarantee that all vulnerabilities are found or that the system will remain secure against future threats.
b. Post-Engagement Responsibility. The Client is responsible for maintaining security measures after the engagement concludes. New vulnerabilities discovered after delivery are not covered unless under a maintenance retainer.
c. Testing Impact. Security testing, including penetration testing, may temporarily impact system availability or performance. The Studio will coordinate testing windows and provide advance notice of any invasive tests.
d. No Guarantee of Immunity. Security hardening reduces attack surface but cannot guarantee immunity from breaches. The Studio is not liable for security incidents occurring after service delivery.
12.3 Mobile App Development
For Mobile App Development engagements:
a. Developer Accounts. The Client owns all app store developer accounts (Apple Developer, Google Play Console). The Studio assists with setup and submission using the Client’s credentials.
b. Store Compliance. The Client is ultimately responsible for app store policy compliance. The Studio will advise on known requirements but is not liable for rejections due to policy changes or Client-controlled content.
c. Submission Delays. App store review times are outside the Studio’s control. Delays in Apple or Google review processes do not constitute a breach by the Studio.
d. OS Updates. Future mobile OS updates (iOS, Android) may require additional development work to maintain compatibility. This is covered under a maintenance retainer if active, or scoped separately.
12.4 Advisory Services (CTO as a Service)
For fractional CTO and advisory engagements:
a. Advisory Role Only. The Studio provides technical advice and recommendations. All business decisions remain with the Client. The Studio is not liable for business outcomes resulting from following or not following advice.
b. No Employment Relationship. Advisory services do not create an employment, partnership, or fiduciary relationship beyond the scope of this Agreement.
c. Investor Representations. Technical due diligence support and investor-facing documentation are factual and technical in nature. The Studio does not provide financial projections, revenue forecasts, or investment advice.
d. Decision Authority. The Client retains full authority over technical and business decisions. The Studio’s recommendations are advisory and do not constitute binding directives.
12.5 Ongoing Maintenance
For maintenance retainer engagements:
a. Response Time Guarantee. The Studio responds to all maintenance requests within 48 hours. Urgent production issues (site down, critical functionality broken) receive same-day prioritization.
b. Retainer Hours. Monthly retainers include a defined number of hours. Hours are tracked and reported monthly. Unused hours do not roll over unless specified in the SOW.
c. Overage Rates. Work exceeding retainer hours is billed at the hourly rate specified in the SOW, with advance approval from the Client.
d. Scope of Maintenance. Retainers cover monitoring, updates, bug fixes, and small improvements. Major features or redesigns are scoped separately.
e. Termination. Either party may terminate a maintenance retainer with 30 days’ written notice. Outstanding hours and invoices remain due.
12.6 Analytics Implementation
For Analytics & Tracking and SEO services:
a. Client Compliance Responsibility. The Client is responsible for privacy compliance related to analytics implementation, including cookie consent banners, privacy policy updates, and GDPR/CCPA obligations.
b. Data Accuracy. Analytics data accuracy depends on many factors including ad blockers, browser settings, network conditions, and user behavior. The Studio does not guarantee 100% data capture.
c. Server-Side Tracking. When implementing server-side tracking, event data may temporarily route through Studio infrastructure during configuration. This data is deleted after the engagement unless covered under a maintenance retainer.
d. Third-Party Platform Changes. Analytics platforms (Google Analytics, etc.) may change APIs, features, or pricing. The Studio will advise on impacts but is not liable for platform changes beyond its control.
13. Platform Dependencies
13.1. Service delivery depends on third-party platforms and services including but not limited to: cloud hosting providers (Cloudflare, Vercel, AWS), AI APIs (OpenAI, Anthropic, Google AI), app stores (Apple, Google), analytics platforms (Google), and design tools (Figma).
13.2. The Studio is not liable for delays, cost increases, or service changes caused by third-party platform outages, policy changes, pricing changes, or discontinuations.
13.3. The Studio will advise the Client of material platform changes that affect deliverables or ongoing operations.
14. General Provisions
14.1. Entire Agreement. This Agreement and any referenced SOW constitute the entire agreement between the parties, superseding all prior discussions.
14.2. Amendments. Changes to this Agreement must be made in writing and signed by both parties.
14.3. Severability. If any provision of this Agreement is found to be unenforceable, the remaining provisions remain in full force and effect.
14.4. No Waiver. Failure to enforce any provision does not constitute a waiver of that provision.
Last updated: September 2, 2026
For questions about these terms, contact: hi@huzaifaweb.com