Terms and Conditions

1. INTRODUCTION & ACCEPTANCE OF TERMS

1.1 Agreement Formation

These Terms and Conditions (“Terms,” “T&C,” or “Agreement”) constitute a legally binding agreement between Xora Studio (“we,” “us,” “our,” “Company,” or “Service Provider”) and you (“Client,” “you,” or “your”).

By engaging our services, using our website (www.xorastudio.com), accessing our Client Portal (portal.xorastudio.com), requesting a quote, signing a project proposal, or making any payment, you agree to be legally bound by these Terms and Conditions.

1.2 Services Covered

These Terms apply to all services provided by Xora Studio, including but not limited to:

• Web design and development services
• Branding and identity design services
• AI automation systems and integration
• Digital marketing and strategy services
• Consulting and advisory services
• Custom solutions development
• Third-party integrations and implementation
• Client Portal access and management
• All related support and maintenance services

1.3 Relationship with Other Documents

These Terms work in conjunction with:

• Our Disclaimer (www.xorastudio.com/disclaimer)
• Our Privacy Policy (www.xorastudio.com/privacy-policy)
• Individual project proposals and quotes
• Signed contracts or Statements of Work (SOW)
• Invoices and payment agreements

In case of conflict between documents, the most recent signed agreement between you and Xora Studio takes precedence.

1.4 Entire Agreement

These Terms and Conditions, along with all referenced documents, constitute the entire agreement between you and Xora Studio. Any prior agreements, understandings, or communications are superseded by this document.

1.5 No Waiver

Our failure to enforce any provision of these Terms does not constitute a waiver of that provision or any other provision.

2. SERVICE AGREEMENT MODELS

2.1 Project-Based Agreements

For project-based engagements:

• Scope of work is clearly defined in a project proposal or Statement of Work (SOW)
• Project has specific deliverables and an estimated completion date
• Client pays based on agreed payment milestones or schedule
• Project is considered complete upon delivery of all agreed deliverables
• Upon completion and final payment, Client receives full ownership of work product (per Section 8)

2.2 Retainer Agreements

For retainer-based engagements:

• Client pays a fixed monthly fee for a defined set of services or hours as outlined in the retainer agreement
• Unused hours do NOT roll over to the next month unless explicitly stated in writing
• If a Client exceeds the agreed monthly hours, additional work will be billed at Xora Studio’s then-current hourly rate, with written notification to the Client before overages are incurred
• Retainers auto-renew on a monthly basis unless cancelled with 30 days’ written notice
• Retainer volume can be increased or decreased with 30 days’ written notice

Note: Overage billing will never be applied retroactively without written Client approval.

2.3 Milestone-Based Agreements

For milestone-based projects:

• Project is divided into distinct phases or milestones, each with specific deliverables, timeline, and payment
• Payment is due upon completion of each milestone
• Project cannot proceed to the next milestone until the current milestone is approved and paid
• Milestones are clearly defined in the project proposal

2.4 Custom Arrangements

For custom or hybrid arrangements:

• Terms are negotiated specifically for the engagement
• Custom terms must be documented in writing and signed by both parties
• Custom arrangements supersede standard terms where applicable
• Examples: success-based pricing, equity arrangements, long-term partnerships

3. PAYMENT TERMS & CONDITIONS

3.1 Payment Options Available

The specific payment structure for your project will be specified in your project proposal or agreement.

Option A: 50/50 Split Payment

• 50% deposit due upfront before work begins
• 50% balance due upon completion and before final delivery or launch

Option B: Milestone-Based Payments

• Payment split into multiple instalments tied to defined project milestones
• Example: 30% upon contract signing, 20% after design approval, 40% upon development completion, 10% after final delivery
• Each milestone payment is due upon completion of that phase; work does not proceed until payment is received

Option C: Retainer Model

• Fixed monthly fee paid on the 1st of each month, billed in advance
• Covers specified hours, services, or deliverables as defined in the retainer agreement

Option D: Custom Payment Schedule

• Payment schedule customized to project needs and specified in your signed agreement
• May include hourly billing, time-and-materials, or other arrangements

3.2 Net Payment Terms

• Standard payment term is Net 30 — payment due within 30 days of invoice
• For rush projects or at Client request, Net 15 or Net 7 may apply
• Invoices are sent upon milestone completion or monthly for retainers

3.3 Acceptable Payment Methods

We accept payment through:

• Bank transfer (PKR, USD, EUR)
• Payoneer
• EasyPaisa
• Credit card (2.5% processing fee applies)
• Cryptocurrency (if agreed in writing in advance)
• Other methods by mutual written arrangement

3.4 Invoice & Payment Processing

• Invoices are sent via email or Client Portal upon milestone completion
• Invoices include project details, deliverables, amount due, and payment instructions
• Payment should reference the invoice number
• Confirmation of payment receipt will be sent within 1–2 business days

3.5 Currency & Exchange Rates

• Invoices may be issued in PKR, USD, EUR, or other agreed currency
• If Client pays in a different currency than invoiced, Client is responsible for any exchange rate differences
• We use the prevailing exchange rate at the time of payment processing
• All agreed fees are final; Client cannot dispute currency conversions after payment is confirmed

4. DEPOSITS & NON-REFUNDABLE FEES

4.1 Deposit Requirements

A non-refundable deposit is required before work begins on any project:

• Deposit secures your project start date and team availability
• Deposit amount is specified in your project proposal (typically 25%–50% of project value)
• Deposit is applied toward the first invoice or payment milestone
• If project cost increases due to scope changes, an additional deposit may be required

4.2 Non-Refundable Nature of Deposits

All deposits are FINAL AND NON-REFUNDABLE except in circumstances specified in Section 5.

Deposits are non-refundable because:

• They secure team availability and block other project opportunities
• They commit internal resources and planning time
• They cover administrative, preparation, and onboarding costs
• They represent Client commitment to the project

4.3 Late Payment Fees

• A late fee of 2% per month (or the maximum allowable under applicable law, whichever is lower) will be charged on overdue balances
• Late fees begin accruing on the day after the payment due date
• Invoices more than 15 days overdue may result in project suspension
• Invoices more than 30 days overdue may result in account termination and legal action

4.4 Payment Processing Delays

• Client is responsible for any delays caused by their financial institution
• We are not responsible for bank delays or payment failures outside our control
• Project timelines may be extended to account for confirmed payment delays

5. REFUNDS & CANCELLATION POLICY

5.1 Project Cancellation by Client

If a Client cancels a project after work has begun, the following policy applies:

Xora Studio retains 75% of all payments received to date.

• Only 25% of payments received may be refunded or credited toward a future project
• If Client has paid less than 75% of amounts owed at the time of cancellation, all payments received are retained
• This policy applies regardless of the project completion percentage at the time of cancellation

Worked Example:

• Project total: PKR 500,000
• Client has paid: PKR 300,000
• Client cancels mid-project
• Xora Studio retains: PKR 225,000 (75%)
• Client refund: PKR 75,000 (25%)

5.2 Cancellation Before Work Begins

• If cancelled in writing within 5 business days of deposit payment: 50% refund of deposit
• If cancelled after 5 business days but before work begins: deposit is fully retained
• Cancellation must be submitted in writing via email to contact@xorastudio.com

5.3 Cancellation During Project

• All work performed to date is owned by Xora Studio; work product is not delivered unless full payment is made
• 75% of all payments received are retained; 25% may be refunded or credited to a future project
• All work in progress is halted immediately upon written cancellation notice
• Partially completed work is not delivered in any form

5.4 Outstanding Payment Obligations

If a Client cancels and additional payments remain owed under the agreed schedule, Client remains contractually obligated for those amounts. Xora Studio reserves the right to:

• Issue a formal debt notice and pursue recovery through legally authorized channels
• Engage a registered debt collection agency
• File a civil claim or lawsuit for unpaid amounts, plus associated legal costs
• Suspend all services and revoke access to the Client Portal

Important: Cancelling a project does not extinguish your payment obligations under the agreed schedule. You remain liable for all amounts contractually owed up to the point of cancellation.

5.5 Quality Disputes & Revision Process

We do not issue refunds solely on the basis of subjective dissatisfaction with a completed, specification-conforming deliverable. However, we take quality seriously and stand behind our work.

If you believe delivered work does not meet the agreed specification:

• You must notify us in writing within 14 days of delivery, specifying clearly how the deliverable fails to meet the agreed scope
• We will review your concerns and, if valid, correct or revise the deliverable at no additional cost within the included revision rounds
• If a dispute cannot be resolved through revisions, it will be escalated through the Dispute Resolution process in Section 19

Note: A refund is not available as a substitute for the revision process. We will fix genuine errors. We will not refund because you changed your mind about the design direction or business strategy after approving it.

5.6 No Pro-Rated Partial Refunds

We do not offer pro-rated or partial refunds except as explicitly specified in this Section 5. All cancellations are subject to the 75% retention policy.

6. PROJECT TIMELINE & DEADLINES

6.1 Estimated vs. Committed Timelines

Timelines provided are ESTIMATES unless explicitly marked as a “Committed Deadline” in the signed project agreement.

Timelines may be extended due to:

• Client delays in providing information, feedback, content, or approvals
• Scope changes or additional requests
• Technical issues or third-party service failures
• Force Majeure events (see Section 17)
• Client unavailability for required reviews or approvals

6.2 Committed Deadlines

• Where a deadline is marked “Committed” in your project agreement, we will priorities meeting it
• If a committed deadline is missed due to our negligence, we will provide one round of free revisions at no charge
• If a committed deadline is missed due to Client delays or third-party issues, the deadline will be extended proportionally

6.3 Project Delays

If we anticipate a delay, we will:

• Notify Client in writing as soon as the delay is identified
• Provide a revised timeline with a clear explanation
• Not charge additional fees for delays caused solely by our own work

6.4 Rush Fees & Expedited Delivery

If Client requests expedited delivery or rush completion, a Rush Fee applies:

Rush Fee: 50% of project cost, subject to a maximum cap of PKR 500,000 (or USD 1,750 equivalent).

• Rush fee must be agreed in writing before rush work begins
• Rush projects are subject to team availability
• Rush delivery does not guarantee a specific calendar date beyond the agreed rush timeline

Rush Fee Example:

• Standard web design project: PKR 300,000 | Standard timeline: 6 weeks
• With rush fee: PKR 450,000 | Rush timeline: 3 weeks
• On a PKR 2,000,000 project: rush fee is capped at PKR 500,000, not PKR 1,000,000

7. SCOPE OF WORK & CHANGE MANAGEMENT

7.1 Project Scope Definition

Project scope is defined in the project proposal, Statement of Work (SOW), and signed agreement. Only deliverables explicitly listed are included. Anything not listed is considered out-of-scope and requires a formal change order and additional payment.

7.2 Out-of-Scope Work

Any work not included in the original scope requires:

1. A written change request submitted by Client
2. A revised quote or change order issued by Xora Studio
3. Written approval and signature from Client
4. Payment of additional costs before out-of-scope work begins

Out-of-scope examples include: additional pages or features, changes to original approved concepts, new third-party integrations, additional revision rounds, content creation, and additional training.

7.3 Revision & Feedback Rounds

Feature	Basic Plan	Professional Plan	Scale Plan
Revision Rounds	2 rounds	2 rounds	Unlimited ⭐
Scope Changes	Change order required	Change order required	Change order required
Overage Rate	PKR 5,000/round	PKR 5,000/round	Included

Note: Unlimited revisions on the Scale Plan do not include scope changes. Adding new pages, features, or functionality always requires a change order regardless of plan.

7.4 Change Request Process

1. Submit written request to contact@xorastudio.com or via Client Portal
2. Xora Studio reviews and provides a revised quote or change order
3. Client approves change order and additional cost in writing
4. Client makes payment for additional work
5. Work begins on the requested changes

Important: Changes requested verbally or without an approved change order will NOT be implemented. Verbal requests are not binding under these Terms.

7.5 Scope Creep Prevention

• All requests must be documented in writing
• Verbal requests are not binding
• Change orders must be approved by both parties
• Additional work will not begin until payment is received

8. INTELLECTUAL PROPERTY & OWNERSHIP

8.1 Ownership Before Final Payment

Xora Studio retains full ownership of all work product including all designs, code, copy, and materials — until final payment is received in full. Before final payment:

• Client may NOT use, publish, launch, distribute, or commercialize any work product
• Client may NOT modify, repurpose, or transfer work product to any third party
• Client access to work in progress is for review and feedback purposes only
• Unauthorized use of work product before final payment constitutes copyright infringement and entitles Xora Studio to seek injunctive relief and statutory damages without prior notice

8.2 Transfer of Ownership Upon Final Payment

Upon receipt of final payment in full:

• Client receives full ownership of all custom work product created specifically for their project
• Ownership includes the right to use, modify, distribute, and commercialize the work
• All agreed deliverables will be provided within 5 business days of final payment confirmation
• Delivery includes source files, documentation, and written confirmation of ownership transfer

8.3 Xora Studio Retained Rights

Regardless of final payment and ownership transfer, Xora Studio retains:

• Ownership of all pre-existing tools, frameworks, libraries, methodologies, and reusable code components
• The right to use, license, and deploy retained components in other client projects
• Portfolio and case study rights as described in Section 14

8.4 Third-Party Content & Licenses

Some deliverables may include third-party licensed assets (fonts, stock images, plugins, themes, icons). Client is responsible for ensuring all required licenses are obtained and maintained for ongoing use after project delivery. Xora Studio will inform Client of any third-party license requirements at the time of delivery.

9. CONFIDENTIALITY & NON-DISCLOSURE AGREEMENT

9.1 Mutual Confidentiality

Xora Studio and Client agree to maintain strict confidentiality regarding all information shared during the engagement. Confidential Information includes:

• Business plans, strategies, and financial information
• Client data, databases, and proprietary information
• Design concepts, code, and technical specifications
• Client lists, customer information, and trade secrets
• Marketing plans and business intelligence
• Any information marked as “Confidential” or reasonably understood to be confidential

9.2 Xora Studio’s Obligations

We commit to:

• Keep all Client business information strictly confidential
• Not disclose Client information to third parties without prior written consent
• Protect Client data with reasonable security measures
• Use Client information only for the purpose of delivering the agreed services
• Ensure employees and sub-contractors with access to Client information are bound by confidentiality obligations

Exceptions-we may disclose information:

• To employees and sub-contractors who need it to perform the services (under confidentiality obligations)
• If required by law, court order, or legal authority
• To prevent fraud, legal violations, or imminent harm
• In anonymized form for case studies (with prior Client permission — see Section 14)

9.3 Client’s Obligations

Client commits to:

• Keep Xora Studio’s methodologies, frameworks, processes, and code confidential
• Not disclose our proprietary tools, systems, or business practices to third parties
• Not reverse-engineer, replicate, or attempt to reproduce our services
• Not use our methods for competing commercial purposes

9.4 Duration

Confidentiality obligations survive the termination or completion of the agreement and continue for 3 years after project completion, unless extended in writing by mutual agreement.

9.5 Data Protection

For full details on how personal data is handled, please refer to our Privacy Policy at www.xorastudio.com/privacy-policy. We comply with GDPR, CCPA/CPRA, PIPEDA, and Pakistani data protection law.

10. WARRANTIES & QUALITY GUARANTEE

10.1 What We Guarantee

• Work will be completed professionally and to reasonable industry standards for the service category and plan tier
• Code will be properly tested and functional under normal operating conditions
• Custom design will be original and created specifically for your business (unless a template-based solution was agreed)
• Services will be performed by qualified professionals
• We will correct, at no charge, any bugs or errors in delivered work attributable to our own work, provided they are reported within 14 days of delivery

10.2 What We Do NOT Warrant

• Specific search engine rankings, traffic volumes, or SEO outcomes
• Specific sales, revenue, or conversion rates resulting from our work
• 100% uptime or zero technical issues after launch (see Section 16)
• Complete protection from all security threats
• 100% accuracy of AI-generated content (human review is always recommended)
• Reliability or continued availability of any third-party service, plugin, or platform
• That results achieved for other clients will be replicated for your business

10.3 Post-Delivery Bug Fix Period

All delivered work is covered by a 14-day free correction period from the date of final delivery. During this period, we will fix bugs or errors caused by our implementation at no charge. After 14 days, corrections are billable unless covered under an active retainer agreement.

11. ACCEPTABLE USE POLICY

11.1 Permitted Uses

Xora Studio’s services may be used for any lawful commercial, personal, non-profit, or organizational purpose, including:

• Building legitimate business websites, e-commerce stores, and digital platforms
• Creating branding and marketing materials for legal products or services
• Implementing AI automation for lawful business operations
• Running lawful digital marketing campaigns

11.2 Prohibited Uses

You may NOT use Xora Studio’s services to create, promote, facilitate, or support:

• Any activity that violates applicable law, regulation, or court order in any jurisdiction
• Fraudulent, deceptive, or misleading websites, businesses, or campaigns
• Platforms that distribute, host, or facilitate illegal content of any kind
• Spam, phishing, or unsolicited mass communications
• Websites or systems designed to collect personal data without proper consent disclosures
• Content that harasses, defames, or discriminates against any individual or group
• Platforms facilitating unlicensed gambling, illegal financial services, or pyramid schemes
• Any activity infringing third-party intellectual property, privacy, or other legal rights
• Content involving minors in any inappropriate, exploitative, or harmful context
• Malware, spyware, or any software designed to harm, deceive, or surveil users without their knowledge and consent

Warning: Violation of this Acceptable Use Policy gives Xora Studio the right to immediately terminate services, retain all payments under Section 5, and pursue legal action where applicable.

12. THIRD-PARTY SERVICES DISCLAIMER

12.1 Third-Party Platforms & Tools

Xora Studio builds solutions using third-party platforms, tools, and services, design tools, AI platforms, and API services.

12.2 Xora Studio Not Liable for Third-Party Failures

Xora Studio is NOT responsible for:

• Downtime, outages, or service interruptions caused by third-party hosting, DNS, or infrastructure providers
• Changes, deprecations, or discontinuation of third-party platforms, APIs, or plugins that affect delivered work
• Price increases, license changes, or policy changes imposed by third-party service providers
• Security vulnerabilities introduced by third-party plugins, themes, or platforms after delivery
• Data loss or breach caused by a third-party platform’s own failure

12.3 Third-Party License Costs

Costs for third-party licenses, subscriptions, and tools required for your project are the Client’s responsibility unless explicitly included in the project quote. Xora Studio will identify all third-party cost requirements in the project proposal.

12.4 Third-Party Changes Post-Launch

If a third-party platform changes in a way that breaks or degrades functionality of delivered work after launch, remediation work is billable at our standard rate unless covered under an active retainer or maintenance agreement.

13. CLIENT-PROVIDED CONTENT

13.1 Client Warranties Regarding Content

When Client provides materials for use in a project — including logos, images, photographs, text, copy, video, audio, data, or any other content — Client warrants that:

• Client owns or holds a valid license for all provided content
• The content does not infringe any third party’s intellectual property, privacy, or other legal rights
• The content does not violate any applicable law or regulation
• Client has obtained all necessary model releases, property releases, or other permissions required

13.2 Xora Studio’s Position on Client Content

Xora Studio does not independently verify the ownership or legality of client-provided content. We rely entirely on Client’s warranties above. If a third party makes a claim against Xora Studio arising from Client-provided content, Client shall indemnify and hold Xora Studio harmless in full (see Section 22).

13.3 Delays Caused by Late or Incomplete Content

Xora Studio is not responsible for project delays caused by Client’s failure to provide required content, materials, or approvals on time. If content delivery is delayed beyond 7 days of the agreed submission date, Xora Studio reserves the right to:

• Extend the project timeline proportionally
• Charge a project re-activation fee if the delay exceeds 30 days (minimum PKR 10,000 or USD 35)

14. PORTFOLIO & CASE STUDY RIGHTS

14.1 Default Portfolio Rights

Unless Client requests confidentiality in writing before project completion, Xora Studio reserves the right to:

• Display completed work in our portfolio, website, social media, and marketing materials
• Create case studies referencing the project, results, and Client’s business name
• Use project screenshots, mockups, and deliverables in promotional content
• Reference the Client engagement in proposals and pitches to prospective clients

14.2 Confidentiality Request

If Client wishes their project to remain confidential and not appear in Xora Studio’s portfolio, Client must submit a written confidentiality request to contact@xorastudio.com before or at the time of final delivery. Confidentiality requests made after delivery may or may not be accommodated at Xora Studio’s discretion.

14.3 Attribution

Where Xora Studio displays Client work, we may identify the Client by name unless a confidentiality request has been accepted. We will never misrepresent the nature of the work performed.

15. SUB-CONTRACTING & SPECIALIST PARTNERS

15.1 Right to Sub-Contract

Xora Studio may engage qualified freelancers, specialist contractors, or partner agencies to assist in delivering parts of a project — for example, specialist development, photography, copywriting, or paid media management.

15.2 Xora Studio Remains Fully Responsible

Regardless of any sub-contracting arrangement:

• Xora Studio remains the sole point of contact and is fully accountable to Client for all deliverables
• All sub-contractors are bound by confidentiality obligations no less stringent than those in Section 9
• All quality standards in Section 10 apply to all work regardless of who performs it

15.3 No Disclosure or Direct Solicitation

Xora Studio will not disclose the identity of sub-contractors to Client without our consent, unless required by law. Client may not attempt to directly engage or solicit Xora Studio’s sub-contractors during the project or within 12 months of project completion.

16. POST-LAUNCH & HOSTING RESPONSIBILITIES

16.1 Xora Studio’s Post-Launch Obligations

After a project is launched and delivered:

• Xora Studio’s active project obligations end upon final delivery and payment
• Ongoing maintenance, updates, and support are available under a separate retainer agreement
• Free bug corrections are limited to the 14-day post-delivery window under Section 10.3

16.2 Client’s Post-Launch Responsibilities

After project launch, Client is solely responsible for:

• Maintaining hosting, domain registration, and SSL certificates
• Keeping all WordPress themes, plugins, and core software updated
• Performing regular website backups (we recommend at least weekly)
• Monitoring website performance, uptime, and security
• Renewing all third-party licenses and subscriptions required for functionality
• Content updates, new page additions, and ongoing SEO management

16.3 Security After Launch

Xora Studio is not responsible for security vulnerabilities, malware infections, or data breaches that occur after project delivery and arise from:

• Client’s failure to apply plugin, theme, or core software updates
• Compromised Client login credentials
• Third-party plugin vulnerabilities introduced after delivery
• Client-installed tools or code not provided by Xora Studio

Note: We strongly recommend enrolling in a maintenance retainer to ensure your website remains secure, updated, and optimally performing after launch.

17. FORCE MAJEURE

17.1 Definition

A Force Majeure Event means any circumstance beyond a party’s reasonable control, including but not limited to:

• Natural disasters (earthquakes, floods, fires, storms)
• Acts of war, terrorism, civil unrest, or government action
• Pandemic, epidemic, or public health emergency declarations
• Nationwide or regional internet infrastructure failures
• Cyberattacks or critical security incidents affecting infrastructure providers
• Power grid failures or utility outages lasting more than 48 continuous hours
• Any other event that a reasonable person would recognize as extraordinary and unforeseeable

17.2 Effect of Force Majeure

If either party is unable to fulfil its obligations due to a Force Majeure Event:

• The affected party must notify the other in writing as soon as reasonably practicable
• The affected party’s obligations are suspended for the duration of the Force Majeure Event
• No liability arises for delays or failures caused by the Force Majeure Event
• Project timelines are extended by the duration of the event plus reasonable recovery time

17.3 Payments During Force Majeure

Force Majeure does not excuse Client from payment obligations for work already completed and delivered prior to the Force Majeure Event. Both parties will work in good faith to agree a fair resolution for work in progress at the time of the event.

17.4 Termination for Extended Force Majeure

If a Force Majeure Event continues for more than 60 consecutive days, either party may terminate the agreement with written notice, subject to fair payment for all work completed up to the date of termination.

18. SERVICE LEVEL & SUPPORT

18.1 Support Response Times

Issue Type	Target Response Time	Channel
Critical / Production Down	Within 24 hours	Email + Portal
Standard Issues	2–3 business days	Email + Portal
General Inquiries	5–7 business days	Email
Support Hours	Mon–Fri, 10AM–6PM PKT	—

18.2 Support Included

• Bug fixes and technical issues attributable to our work (within the 14-day post-delivery period)
• Clarifications on deliverables
• Onboarding and training on how to use delivered work
• Basic documentation and usage guides

18.3 Additional Support (Billable)

The following are not included in project fees and are billed separately:

• Content creation, copywriting, or content updates
• Feature development or functionality additions
• Major redesigns or rebranding
• Third-party tool configuration beyond included integration scope
• Ongoing SEO, digital marketing strategy, or analytics consulting

18.4 Client Portal Access

All active clients receive access to portal.xorastudio.com for: project tracking, file downloads, deliverables review, messaging, invoice history, and account management.

19. DISPUTE RESOLUTION & CONFLICT MANAGEMENT

19.1 Dispute Resolution Process

If a dispute arises, both parties agree to follow the escalation steps below in order before pursuing litigation.

Step 1 — Negotiation (up to 10 business days)

• Contact us at contact@xorastudio.com with a written description of the issue
• Include specific details, relevant dates, and the resolution you are seeking
• We will respond within 5 business days
• Both parties attempt to resolve the matter directly and amicably

Step 2 — Mediation (up to 15 business days)

• If negotiation fails, either party may request mediation in writing
• A neutral third-party mediator will be jointly selected
• Mediation may be conducted by email, video call, or in person in Lahore
• Each party presents their position; the mediator works toward a mutually acceptable resolution

Step 3 — Binding Arbitration (up to 45 business days)

• If mediation fails, either party may escalate to binding arbitration
• For Pakistan-based clients: arbitration is administered under the Pakistan Arbitration Act, 1940
• For international clients: arbitration is administered under the ICC International Arbitration Rules, as elected by the claimant
• Arbitration shall be conducted in English, in Lahore, Pakistan, or online for international clients
• The arbitrator’s decision is final and binding on both parties
• Arbitration costs are shared equally unless the arbitrator determines otherwise

Step 4 — Litigation (if arbitration fails or is inapplicable)

• Legal action may be filed in the courts of Pakistan (Lahore jurisdiction)
• International clients may also pursue claims in courts of mandatory jurisdiction under their local law
• Each party is responsible for their own legal costs unless a court awards otherwise

19.2 No Class Action

All disputes shall be resolved on an individual basis. Client waives any right to participate in class actions, consolidated proceedings, or representative actions against Xora Studio.

19.3 Injunctive Relief

Either party may seek emergency injunctive relief from a court of competent jurisdiction without following the escalation process above, where the relief sought relates to intellectual property infringement, breach of confidentiality, or other irreparable harm. Seeking injunctive relief does not waive either party’s right to proceed with the full dispute resolution process.

20. LIMITATION OF LIABILITY

20.1 Liability Cap

To the fullest extent permitted by applicable law, Xora Studio’s maximum total liability to Client arising from or relating to these Terms or any project — regardless of the cause of action — is limited to the total amount paid by Client for the specific service or deliverable giving rise to the claim.

Scenario	Maximum Liability Cap
PKR 500,000 website project	PKR 500,000
USD 2,000 branding project	USD 2,000
PKR 100,000 consultation	PKR 100,000

20.2 Exclusion of Indirect Damages

To the fullest extent permitted by applicable law, Xora Studio shall not be liable for:

• Indirect, incidental, consequential, special, or punitive damages
• Lost profits, lost revenue, or lost business opportunities
• Loss of data or information
• Loss of goodwill or reputational harm
• Business interruption or economic loss
• Cost of substitute goods or services
• Damages arising from third-party actions, platforms, or services

Note: In jurisdictions where the exclusion of consequential or incidental damages is not permitted by law (including certain EU member states, the UK, and Australian consumer law), the above exclusions apply only to the maximum extent permitted. Statutory rights that cannot be excluded by contract are not affected by this clause.

20.3 Client’s Available Remedies

Subject to the limitations above, Client’s available remedies for any claim are:

• Free revision or correction of our documented error
• Refund of applicable fees as specified in Section 5
• Replacement or redelivery of a defective deliverable

21. TERMINATION OF SERVICES

21.1 Termination by Xora Studio

Xora Studio may terminate services immediately upon written notice if:

A) Non-Payment

• Invoice remains unpaid after 30 days from due date
• Payment fails, is declined, or reversed without resolution within 7 days
• After termination, Client owes all remaining contractual balances immediately

B) Breach of Terms

• Client violates any material provision of these Terms
• Client uses services for purposes prohibited under Section 11
• Client harasses, threatens, or abuses Xora Studio’s team
• Client violates intellectual property or confidentiality obligations

C) At-Will Termination

• Xora Studio may end the relationship at any time with 30 days’ written notice
• During the notice period, all current services continue normally
• Client remains responsible for all invoices up to and including the notice period

21.2 Effects of Termination

Upon termination:

• All services are suspended immediately (or at end of notice period for at-will termination)
• Client Portal access is revoked
• Work in progress is not delivered unless full payment is received
• Outstanding invoices become immediately due
• Confidentiality and IP obligations continue post-termination
• Ownership of work product does NOT transfer unless full payment is made

21.3 Termination by Client

Client may terminate services by:

1. Providing 30 days’ written notice to contact@xorastudio.com
2. Settling all outstanding invoices
3. Accepting the 75% cancellation retention policy under Section 5

21.4 Survival of Terms

The following provisions survive termination: Confidentiality (Section 9), Intellectual Property (Section 8), Limitation of Liability (Section 20), Indemnification (Section 22), Dispute Resolution (Section 19), and Governing Law (Section 27).

22. INDEMNIFICATION

22.1 Client Indemnification of Xora Studio

Client agrees to defend, indemnify, and hold harmless Xora Studio (and its founders, employees, contractors, and partners) from any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorney fees) arising from:

• Client’s use or misuse of Xora Studio’s services
• Client’s violation of these Terms or any applicable law
• Client-provided content infringing third-party intellectual property or privacy rights
• Client’s negligence or willful misconduct
• Breach of Client’s warranties in Section 13
• Third-party claims related to Client’s business, website, or use of delivered work

22.2 Xora Studio Indemnification of Client

Xora Studio agrees to indemnify Client for:

• Our infringement of third-party intellectual property rights through original work we create
• Our violation of applicable law in the performance of services
• Gross negligence or willful misconduct by our team
• Breach of confidentiality by our team

23. LIMITATION PERIOD FOR CLAIMS

23.1 Contractual Limitation Period

Except where a longer period is required by applicable law (including GDPR, CCPA/CPRA, or consumer protection statutes), all contractual claims arising under these Terms must be initiated within 90 days of the date the claimant became aware — or reasonably should have become aware — of the issue giving rise to the claim.

Note: This 90-day period applies only to contractual claims under this agreement. It does not affect, limit, or override any statutory rights, mandatory limitation periods, or regulatory complaint rights you may have under applicable law in your jurisdiction. Your statutory rights are not affected.

23.2 Notice Requirement

Before initiating any formal claim or legal proceeding, the claimant must:

1. Send written notice to contact@xorastudio.com within 30 days of becoming aware of the issue
2. Describe the issue in detail with specific examples and dates
3. State the resolution being sought
4. Allow Xora Studio 10 business days to respond before escalating

24. CLIENT DATA & INFORMATION

24.1 Client Responsibilities

• Provide accurate, complete, and truthful information throughout the engagement
• Deliver all required content and materials within agreed timelines
• Provide timely feedback and approvals to avoid project delays
• Ensure Client has full rights to all content and materials provided
• Maintain independent backups of all important data and files
• Comply with all applicable laws in Client’s jurisdiction

24.2 Data Backup

Xora Studio is NOT responsible for data loss. Client should maintain regular independent backups of all website data, files, and databases — we recommend weekly backups as a minimum. Data recovery services are available at additional cost if requested.

24.3 Account Security

Client is responsible for maintaining the confidentiality of all login credentials for the Client Portal, website CMS, hosting, and other platforms. Xora Studio is not liable for unauthorized access resulting from Client’s failure to secure credentials. Notify us immediately at contact@xorastudio.com if you suspect unauthorised access to any account.

25. TESTIMONIALS & REVIEWS

25.1 Requesting Reviews

Upon project completion, Xora Studio may invite Client to provide a review, rating, or testimonial about their experience. Reviews may be requested via email or through the Client Portal.

25.2 Use of Testimonials

If Client provides a written or video testimonial:

• Client grants Xora Studio a non-exclusive, royalty-free, worldwide license to use the testimonial in marketing materials, on the website, and in proposals
• Testimonials may be attributed by name, company, and role unless Client requests anonymity
• Testimonials will never be altered in a way that misrepresents the Client’s original meaning

25.3 No Obligation

Leaving a review or testimonial is entirely voluntary. No commercial incentives are offered in exchange for positive reviews, and there are no penalties for declining.

26. MODIFICATIONS TO TERMS

26.1 Right to Modify

Xora Studio may modify these Terms at any time by posting an updated version to www.xorastudio.com/terms. We will notify existing clients of material changes via email, website banner, or Client Portal announcement.

26.2 Grandfather Protection for Existing Clients

For Clients with an active project agreement signed before the date of a material T&C update:

• The T&C version in effect at the time of signing governs that specific project
• Updated T&C terms do not apply retroactively to in-progress projects without written mutual agreement
• Updated terms apply to new projects or renewals entered into after the update date

Example: If you signed a project agreement under T&C v1.0 and we update to v2.0 during your project, your existing project continues under v1.0 terms unless you agree otherwise in writing.

26.3 Acceptance for New Engagements

Your continued engagement of Xora Studio for new projects after a Terms update is posted constitutes your acceptance of the updated Terms for those new engagements.

26.4 Reviewing Updates

The “Last Updated” date at the top of this document indicates when the Terms were last modified. We encourage you to review the Terms before each new project engagement.

27. SEVERABILITY & GOVERNING LAW

27.1 Governing Law

These Terms are primarily governed by and construed in accordance with the laws of Pakistan. For international clients, mandatory local laws also apply where required:

• GDPR for EU/EEA clients
• CCPA/CPRA for California residents
• PIPEDA for Canadian clients
• Consumer protection statutes of Client’s jurisdiction where mandatory

27.2 Jurisdiction & Venue

• Primary jurisdiction: Courts of Pakistan, Lahore
• International clients may also bring proceedings in courts of mandatory local jurisdiction
• Arbitration proceedings as specified in Section 19

27.3 Severability

If any provision of these Terms is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, that provision shall be severed or modified to the minimum extent necessary. All remaining provisions continue in full force and effect.

28. INTERNATIONAL CLIENTS & COMPLIANCE

28.1 International Operations

Xora Studio serves clients worldwide. These Terms apply to all international clients, supplemented by applicable mandatory local law.

28.2 Currency & Payment

• International clients may pay in PKR, USD, EUR, or other agreed currency
• Exchange rates are applied at the time of payment processing
• Bank transfer fees and currency conversion costs are the Client’s responsibility

28.3 Tax & Legal Compliance

• Client is responsible for compliance with taxes in their own jurisdiction
• We provide invoices and documentation suitable for Client’s tax purposes
• VAT/GST is not charged unless required by law for your specific jurisdiction

28.4 Data Protection

International clients benefit from our compliance with GDPR (EU), CCPA/CPRA (US/California), PIPEDA (Canada), and industry-standard data security practices, as detailed in our Privacy Policy at www.xorastudio.com/privacy-policy.

29. CONTACT & SUPPORT

29.1 Official Contact Information

XORA STUDIO Location: Xinua Mall, Gullberg III, Lahore, Pakistan Website: www.xorastudio.com Client Portal: portal.xorastudio.com Email: contact@xorastudio.com Phone: +92 349 4059660 Support Hours: Monday–Friday, 10AM–6PM PKT

Founder: Muhammad Ahmad | CEO: Muhammad Usman

29.2 Response Times

• Critical issues: within 24 hours
• Standard inquiries: 2–3 business days
• General questions: 5–7 business days

30. ACKNOWLEDGMENT & ACCEPTANCE

BY USING OUR SERVICES, SIGNING A PROJECT AGREEMENT, PAYING A DEPOSIT, OR ACCESSING THE CLIENT PORTAL, YOU ACKNOWLEDGE THAT:

✓ You have read these Terms and Conditions in their entirety
✓ You understand all terms, obligations, and limitations
✓ You agree to be legally bound by these Terms
✓ You accept all payment terms and structures
✓ You accept the 75% cancellation retention policy (Section 5)
✓ You understand that deposits are non-refundable
✓ You accept the 90-day contractual limitation period for claims (Section 23)
✓ You accept the limitation of liability terms (Section 20)
✓ You understand your confidentiality obligations (Section 9)
✓ You accept the Acceptable Use Policy (Section 11)
✓ You understand that IP ownership transfers only upon full final payment (Section 8)
✓ You accept our dispute resolution process (Section 19)
✓ You grant portfolio and case study rights unless confidentiality is requested in writing (Section 14)

IF YOU DO NOT AGREE WITH ANY PART OF THESE TERMS, YOU MUST NOT USE OUR SERVICES.

Effective Date: May 3, 2026 Last Updated: May 8, 2026 Document Version: 2.0

These Terms and Conditions are provided for the legal protection and transparency of all parties engaging with Xora Studio’s services.