Legal & Operations

Terms of Service

Master Service Agreement

Effective Date: June 22, 2026. These Terms of Service constitute a legally binding Master Service Agreement (MSA) between DevNexa and the Client for the procurement of Web Development, Mobile Development, AI solutions, and dedicated team staffing.

1. Scope of Engagement & Delivery Parameters

DevNexa agrees to provide digital agency services as outlined in specific project Statements of Work (SOWs) or Retainer Proposals. All custom code, web apps, Figma designs, and integrations are executed to specifications agreed in writing. Timeline estimates are goals set in good faith; however, delivery schedules are subject to client compliance in providing assets, API credentials, and required operational feedbacks.

2. Payment Schedule, Retainers & Financial Defaulters

Payment terms are established as follows:

  • Project Deposits: An upfront deposit (typically 30% to 50%) is required before any development, research, or design work commences. Deposits are strictly non-refundable.
  • Milestone Payments: Subsequent payments are tied directly to milestones (e.g., UI Signoff, Alpha Build, Final Launch). Invoices are due upon receipt.
  • Late Fees & Service Suspension: Invoices unpaid after seven (7) calendar days from the issue date are subject to a late fee of **1.5% per month** on the outstanding balance. DevNexa reserves the right to immediately suspend active work, close code repo access, and pause active hosting/APIs for accounts with overdue invoices.

3. Taxation, Withholding (WHT), & Sales Taxes

As a registered entity with the Federal Board of Revenue (FBR) and provincial revenue authorities in Pakistan:

  • Local Clients: Invoices issued to Pakistani entities are subject to applicable Provincial Sales Tax on Services (e.g., PRA/SRB/ICT Sales Tax) unless a valid tax exemption certificate is provided. Clients acting as withholding agents must provide standard Withholding Tax (WHT) certificates within fifteen (15) days of payment deduction.
  • International Clients: Foreign invoices are classified as zero-rated IT exports from Pakistan. The client is responsible for any local import duties, VAT, or reverse-charge taxes applicable in their home jurisdiction. Payments must be wired in full; any intermediate bank fees, wire charges, or currency conversions must be covered by the client so that the net amount received by DevNexa matches the invoice value exactly.

4. Intellectual Property (IP) Assignment

All custom code, database structures, Figma files, branding assets, copy, and visual deliverables developed specifically for the Client remain the exclusive intellectual property of DevNexa until all invoices, late fees, and expenses are paid in full.

Upon receipt of the final, cleared payment, DevNexa hereby automatically grants, transfers, and assigns all worldwide rights, titles, and interests in the custom deliverables to the Client. DevNexa retains the right to display project screenshots, case studies, and brand logs in our public portfolios and agency marketing materials unless restricted by a mutually executed Non-Disclosure Agreement (NDA).

5. Third-Party Integrations & API Liabilities

Our solutions often depend on external, third-party software, libraries, and APIs (including n8n, Make.com, Supabase, Stripe, OpenAI, Google Cloud, AWS, Vercel, and Figma).

DevNexa is not liable for service outages, billing spikes, API rate limits, deprecations, policy updates, or business damages caused by these external platforms. The Client agrees to establish and fund their own corporate accounts directly with all required third-party services.

6. Limitation of Liability & Indemnification

To the maximum extent permitted by applicable law, DevNexa, its officers, employees, and subcontractors shall not be liable for any indirect, incidental, punitive, or consequential damages, including loss of profits, data, or business opportunities, arising out of this agreement or the performance of our software.

In all events, the total cumulative liability of DevNexa under this agreement shall be strictly capped at the total financial amount actually paid by the Client to DevNexa under the specific Statement of Work (SOW) during the **three (3) months** immediately preceding the event giving rise to liability.

7. Dispute Resolution, Governing Law & Jurisdiction

This Master Service Agreement, its interpretation, and all SOWs hereunder shall be governed exclusively by the laws of the Islamic Republic of Pakistan, without regard to conflict of laws principles.

Any dispute, controversy, or claim arising out of or relating to this agreement, including its formation or breach, shall first be addressed through good faith executive-level mediation. If unresolved within thirty (30) calendar days, the dispute shall be submitted to the exclusive jurisdiction of the competent courts of **Islamabad, Pakistan**.