1. Scope of Engagement & Definitions
DevNexa provides digital services including web development, mobile application development, AI integrations, branding, digital marketing, SEO, and dedicated team staffing. All engagements begin with a written SOW or Retainer Agreement specifying deliverables, timelines, milestones, and fees.
"Deliverables" means all custom code, designs, documentation, and digital assets created specifically for the Client under a given SOW. "Background IP" means any pre-existing tools, frameworks, libraries, templates, or know-how that DevNexa brings to the engagement and retains ownership of.
2. Project Proposals & Change Orders
All proposals and SOWs are valid for thirty (30) calendar days from the issue date unless otherwise stated. Acceptance is confirmed by written approval, digital signature, or deposit payment.
Any request to change the agreed scope — additional features, redesigns, additional platforms, or revised timelines — must be submitted in writing and will be assessed as a formal Change Order (CO). Change Orders may affect delivery timelines and fees. Work on a CO does not commence until both parties have signed it and any associated deposit has cleared.
3. Payment Terms
Standard payment schedule for fixed-price projects:
- Deposit (30%–50%): Due before any design, development, or research work begins. All deposits are non-refundable once work commences.
- Milestone Payments: Due upon written approval of each milestone (e.g., UI sign-off, Alpha build, staging review). Silence for five (5) business days after delivery constitutes deemed acceptance.
- Final Payment: Due prior to handover of production assets, live deployment, or transfer of code repository access.
- Monthly Retainers: Invoiced on the 1st of each month and due within seven (7) days.
4. Late Payments & Service Suspension
Invoices unpaid after seven (7) calendar days from the issue date are subject to a late fee of 1.5% per month (18% per annum) on the outstanding balance, compounded monthly.
DevNexa reserves the right to immediately suspend active development, close repository access, pause hosting and API services, and place project work on hold for accounts with overdue invoices. Resumption requires full payment of the outstanding balance, late fees, and a re-mobilisation charge.
5. Taxation, Withholding & International Payments
Tax treatment by client type:
- Pakistani Clients: Invoices are subject to applicable Provincial Sales Tax on Services (PRA/SRB/ICT) unless a valid exemption certificate is provided. Clients acting as withholding tax agents must provide WHT certificates within fifteen (15) days of deduction.
- International Clients: Invoices to foreign clients are classified as zero-rated IT export services under FBR regulations. The Client is responsible for any import duties, VAT, GST, or reverse-charge taxes applicable in their jurisdiction. All bank wire fees, SWIFT charges, and currency conversion costs must be borne by the Client so that the net amount received by DevNexa matches the invoice total exactly.
6. Intellectual Property (IP) Assignment
All custom Deliverables — code, designs, copy, and digital assets created specifically for the Client — remain the exclusive intellectual property of DevNexa until all invoices under the relevant SOW are paid in full and cleared.
Upon final cleared payment, DevNexa automatically assigns all worldwide rights, title, and interest in the custom Deliverables to the Client. DevNexa retains a perpetual, non-exclusive licence to display sanitised project screenshots, case-study summaries, and brand logos in its portfolio and marketing materials, unless restricted by a mutually executed NDA.
Background IP (frameworks, reusable components, and internal tooling) is licensed to the Client on a perpetual, royalty-free basis for use solely within the delivered project — DevNexa retains full ownership.
7. Confidentiality & Non-Disclosure
Both parties agree to hold the other's Confidential Information in strict confidence and not to disclose it to third parties except as required to deliver the project or to comply with applicable law. Confidential Information includes source code, business strategies, client data, financial data, and technical architecture.
This obligation survives termination of the engagement for a period of three (3) years. For sensitive projects, a separate mutual NDA may be executed and will supersede this clause.
8. Non-Solicitation of Personnel
During the term of any active engagement and for twelve (12) months following its conclusion, the Client agrees not to directly solicit, recruit, hire, or contract with any DevNexa employee, contractor, or sub-contractor who worked on the Client's project without DevNexa's prior written consent.
Breach of this clause entitles DevNexa to a recruitment fee equal to six (6) months' gross compensation of the solicited individual, payable within thirty (30) days of demand.
9. Third-Party Platforms & API Liabilities
DevNexa solutions frequently integrate external platforms including Vercel, AWS, Google Cloud, Supabase, Stripe, OpenAI, n8n, Make.com, and Figma. DevNexa is not liable for:
- Service outages, downtime, or performance degradation of third-party platforms.
- Price changes, API deprecations, rate limiting, or policy updates imposed by third-party providers.
- Security breaches originating from third-party infrastructure.
- Billing overruns on the Client's own cloud, API, or SaaS accounts.
10. Warranty
DevNexa warrants that all Deliverables will conform to the specifications agreed in the SOW for thirty (30) days following final handover ("Warranty Period"). During the Warranty Period, DevNexa will remedy confirmed defects — functionality that materially deviates from the approved specification — at no additional charge.
This warranty does not cover defects arising from: (a) Client modifications to the code or infrastructure; (b) third-party platform changes; (c) new feature requests; or (d) user error. After the Warranty Period, defect remediation is available under a separate support retainer.
EXCEPT AS EXPRESSLY SET OUT ABOVE, ALL DELIVERABLES ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED.
11. Limitation of Liability & Indemnification
To the fullest extent permitted by law, DevNexa's total cumulative liability for any claims arising from this MSA or any SOW shall not exceed the total fees actually paid by the Client under the specific SOW during the three (3) months immediately preceding the claim.
In no event shall DevNexa be liable for indirect, incidental, consequential, punitive, or exemplary damages, including lost profits, loss of data, or business interruption, even if advised of the possibility of such damages.
The Client agrees to indemnify and hold harmless DevNexa, its officers, and employees from any third-party claims arising from: (a) the Client's misuse of the Deliverables; (b) the Client's own data or content infringing third-party rights; or (c) the Client's breach of applicable law.
12. Force Majeure
Neither party shall be liable for delays or failure to perform caused by circumstances beyond its reasonable control, including natural disasters, government actions, internet infrastructure outages, pandemics, power failures, or civil unrest. The affected party must notify the other within five (5) business days of the event. If a force majeure event continues for more than sixty (60) days, either party may terminate the affected SOW with no liability for the unperformed portion.
13. Termination
Either party may terminate an SOW for cause upon fourteen (14) days' written notice if the other party materially breaches this MSA and fails to cure the breach within the notice period. DevNexa may terminate immediately upon thirty (30) days of non-payment of any invoice.
Upon termination: (a) all undisputed invoices for work completed to date become immediately due; (b) DevNexa will deliver all completed Deliverables upon receipt of full payment; (c) each party will promptly return or certifiably destroy the other's Confidential Information.
14. Dispute Resolution & Governing Law
This MSA and all SOWs are governed exclusively by the laws of the Islamic Republic of Pakistan, without regard to conflict-of-laws principles.
Any dispute shall first be referred to good-faith executive-level negotiation for thirty (30) days. If unresolved, it shall be submitted to mediation under the rules of the Pakistan Centre for Dispute Resolution (PCDR). If mediation fails, the matter shall be submitted to the exclusive jurisdiction of the competent civil courts of Islamabad, Pakistan.
All formal notices under this MSA shall be sent by email to the addresses specified in the relevant SOW. DevNexa's legal notice address is contact@devnexa.com.
Legal enquiries and formal notices: contact@devnexa.com