Last Updated: 20-October-2025

1. INTRODUCTION AND ACCEPTANCE OF TERMS

These Terms and Conditions ("Terms", "Agreement") constitute a legally binding agreement between you ("Client", "You", "Your") and Xelent Solutions ("Company", "We", "Us", "Our"), a software development company registered in Faisalabad, Punjab, Pakistan.

By engaging our services, accessing our website, or using our AI chatbot, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree with any part of these Terms, you must not use our services or website.

These Terms apply to all services provided by Xelent Solutions, including but not limited to:

• Custom software development
• Website design and development
• Mobile application development (iOS, Android)
• Web application development
• API development and integration
• Database design and development
• Software consulting and technical advisory services
• Maintenance and support services

2. DEFINITIONS

For the purposes of these Terms, the following definitions apply:

3. SERVICE ENGAGEMENT AND SCOPE

3.1 Project Initiation

All Projects shall commence only after mutual agreement on scope, timeline, and fees, as documented in a Statement of Work or formal proposal. The Statement of Work, when executed by both parties, shall form an integral part of these Terms.

3.2 Scope Changes

Any changes to the agreed scope of work ("Scope Changes") must be requested in writing and are subject to additional fees and timeline adjustments. The Company reserves the right to refuse Scope Changes that materially affect project feasibility or timelines. Approved Scope Changes shall be documented through a written change order.

3.3 Client Responsibilities

The Client agrees to:

• Provide timely access to necessary resources, information, and personnel
• Respond to Company inquiries within reasonable timeframes
• Provide accurate and complete information required for the Project
• Designate a primary point of contact for project communications
• Review and approve Deliverables within agreed timeframes

Delays caused by Client's failure to fulfill these responsibilities may result in project timeline extensions and additional fees.

4. FEES, PAYMENT, AND BILLING

4.1 Fees

All fees shall be specified in the Statement of Work or proposal. Fees may be quoted in any currency as agreed between the parties, including but not limited to Pakistani Rupees (PKR), US Dollars (USD), Euros (EUR), British Pounds (GBP), or other currencies appropriate to the Client's location and business requirements. The currency for payment shall be clearly stated in the Statement of Work or invoice.

4.2 Payment Terms

Unless otherwise specified, payment terms are as follows:

• Initial deposit: Typically 30-50% of total project cost before work commences
• Milestone payments: As specified in the Statement of Work
• Final payment: Due before final delivery of source code or deployment credentials
• Payment due date: Invoices are due within 15 days of invoice date unless otherwise specified

4.3 Late Payments

Overdue invoices may accrue interest at the rate of 2% per month (24% per annum) or the maximum rate permitted by law, whichever is lower. The Company reserves the right to suspend work on any Project with overdue payments until all outstanding amounts are paid in full.

4.4 Third-Party Costs

Unless included in the project fees, Client is responsible for all third-party costs including but not limited to hosting fees, domain registration, SSL certificates, third-party API fees, stock images, premium themes, fonts, and premium plugins or libraries.

5. INTELLECTUAL PROPERTY RIGHTS

5.1 Client-Owned Intellectual Property

Client retains all ownership rights to any intellectual property, content, trademarks, or materials provided to the Company for use in the Project ("Client IP"). Client grants the Company a non-exclusive, royalty-free license to use Client IP solely for the purpose of delivering the Services.

5.2 Deliverables Ownership

Upon receipt of full payment for the Project, the Company assigns to Client all ownership rights to the custom-developed Deliverables specifically created for the Client under the Project ("Custom Work"). This assignment is conditional upon:

• Full payment of all fees and expenses
• Formal acceptance of Deliverables by Client
• Compliance with all Terms of this Agreement

5.3 Company-Owned Intellectual Property

The Company retains all ownership rights to:

• Pre-existing code, frameworks, libraries, and tools developed by the Company
• Reusable components, modules, or methodologies
• The Company's proprietary development processes and techniques
• Knowledge and experience gained during the Project

Client receives a non-exclusive, perpetual, irrevocable license to use such Company-owned components as incorporated in the Deliverables.

5.4 Third-Party Components

Deliverables may include third-party open-source or licensed components. Client's use of such components is subject to the respective third-party licenses. The Company makes no warranties regarding third-party components and Client assumes all responsibility for compliance with third-party licenses.

5.5 Portfolio Rights

Unless Client explicitly objects in writing, the Company reserves the right to:

• Display the Project in the Company's portfolio and marketing materials
• Use Client's name and logo in the Company's client list
• Include a discreet "Developed by Xelent Solutions" credit in the Deliverables

6. DELIVERY, ACCEPTANCE, AND WARRANTIES

6.1 Delivery

Deliverables shall be provided according to the timeline specified in the Statement of Work. All delivery dates are estimates and the Company shall not be liable for delays caused by circumstances beyond its reasonable control.

6.2 Testing and Acceptance

Client shall have fifteen (15) business days from delivery to test and either accept or reject Deliverables. Rejection must be in writing with specific, detailed reasons. If Client does not respond within the acceptance period, Deliverables shall be deemed accepted.

6.3 Warranty Period

The Company provides a limited warranty period of thirty (30) calendar days from the date of Acceptance ("Warranty Period"). During the Warranty Period, the Company shall, at no additional cost, correct any defects or errors in the Deliverables that:

• Cause the Deliverables to fail to substantially conform to the agreed specifications
• Are directly attributable to the Company's work
• Are reproducible and reported in writing during the Warranty Period

6.4 Warranty Exclusions

The warranty does NOT cover:

• Defects caused by Client modifications or customizations
• Issues arising from third-party components, services, or integrations
• Problems caused by Client's hosting environment, server configuration, or infrastructure
• User error, misuse, or failure to follow documentation
• Force majeure events or circumstances beyond the Company's control
• Normal wear and tear or technological obsolescence

6.5 Post-Warranty Support

After expiration of the Warranty Period, any bug fixes, updates, modifications, or support shall be provided at the Company's then-current hourly rates or may be covered under a separate Maintenance Agreement.

7. POST-DELIVERY RESPONSIBILITIES AND MAINTENANCE

7.1 Transfer of Responsibility

Upon Acceptance and final payment, unless otherwise agreed in a separate Maintenance Agreement, all responsibility for the ongoing operation, security, maintenance, and administration of the Deliverables transfers entirely to the Client. This includes but is not limited to:

7.2 Limitation of Post-Delivery Liability

The Company shall NOT be held liable for any issues, damages, losses, security breaches, data loss, system failures, downtime, or any other problems that occur after Acceptance and final delivery, unless:

Note: These exceptions are the ONLY circumstances under which the Company may be held liable for post-delivery issues. All exceptions must be evaluated independently.

7.3 Maintenance Agreements

Clients may enter into a separate, written Maintenance Agreement with the Company for ongoing support, maintenance, updates, and management of the Deliverables. Such Maintenance Agreements:

8. CONFIDENTIALITY AND DATA PROTECTION

8.1 Confidential Information

Both parties agree to maintain the confidentiality of any proprietary or confidential information disclosed during the course of the engagement. This obligation survives termination of the Agreement and continues for a period of five (5) years thereafter.

8.2 Exceptions

Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no breach of this Agreement; (b) was rightfully in the receiving party's possession prior to disclosure; (c) is independently developed without use of confidential information; or (d) must be disclosed pursuant to legal requirement or court order.

8.3 Data Protection and Privacy

The Company processes personal data in accordance with applicable Pakistani data protection laws. Our detailed Privacy Policy is available at https://xelent.pk/privacy-policy and is incorporated into these Terms by reference.

9. AI CHATBOT TERMS AND DATA USAGE

9.1 AI Chatbot Service

Our Website features an artificial intelligence-powered chatbot ("AI Chatbot") designed to provide automated customer service, answer inquiries, and facilitate communication between potential clients and the Company. By using the AI Chatbot, you acknowledge and expressly agree to the following terms:

9.2 Data Collection Through AI Chatbot

When you interact with our AI Chatbot, we collect and process:

• Your messages, questions, and any information you voluntarily provide
• Contact information including name, email address, phone number, or company details
• Technical information such as IP address, browser type, and session data
• Conversation history and timestamps
• Project requirements, specifications, or business needs you describe

9.3 Purpose of Data Collection

Information collected through the AI Chatbot is used exclusively for the following legitimate business purposes:

• To respond to your inquiries and provide information about our services
• To understand your requirements and prepare proposals or quotations
• To contact you regarding your requests, questions, or potential service engagements
• To improve our customer service and communication processes
• To maintain records of client communications for business purposes
• To provide better, more personalized services based on your stated needs

9.4 Prohibition on Sale of Information

The Company makes the following binding commitments regarding AI Chatbot data:

9.5 AI Training and Machine Learning

The Company expressly commits that:

• We do NOT use information you provide through the AI Chatbot to train our own artificial intelligence models or machine learning systems
• We do NOT share your chatbot data with third-party AI providers for the purpose of training their AI systems
• Your conversations and data remain confidential and are not used to improve AI algorithms or create training datasets
• Information is used solely for the specific business purposes outlined in Section 9.3

9.6 Data Security for Chatbot Information

The Company implements reasonable technical and organizational security measures to protect AI Chatbot data, including:

• Encryption of data in transit using industry-standard protocols (HTTPS/TLS)
• Secure storage with access controls limited to authorized personnel only
• Regular security assessments and updates to protect against unauthorized access
• Protection against alteration, disclosure, or destruction of chatbot data

9.7 Data Retention

AI Chatbot conversation data is retained only for as long as reasonably necessary to fulfill the purposes outlined in Section 9.3, or as required by applicable law. Typical retention periods are:

• Active inquiries: Until the inquiry is resolved or the potential client engagement is concluded
• Client projects: For the duration of the project plus applicable warranty and legal retention periods
• Inactive conversations: May be deleted after a reasonable period (typically 12-24 months) if no engagement results

9.8 User Responsibilities

When using the AI Chatbot, you agree:

• NOT to provide highly sensitive personal information (e.g., financial account details, passwords, national ID numbers) through the chatbot
• To use the chatbot for legitimate business inquiries only
• NOT to attempt to exploit, hack, or compromise the chatbot system
• NOT to use the chatbot to transmit spam, malicious code, or illegal content

9.9 Consent

By using the AI Chatbot, you expressly consent to the collection, use, storage, and processing of your information as described in this Section 9 and in our Privacy Policy. If you do not agree to these terms, you should not use the AI Chatbot and should contact us through alternative means (email or phone).

10. WEBSITE USAGE TERMS

10.1 License to Use Website

Subject to these Terms, the Company grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Website for informational and business inquiry purposes only.

10.2 Prohibited Website Activities

You agree NOT to:

• Use automated systems (bots, scrapers, crawlers) to access or collect data from the Website
• Attempt to gain unauthorized access to any part of the Website or its systems
• Reverse engineer, decompile, or disassemble any software or code on the Website
• Transmit viruses, malware, or any harmful code
• Use the Website for any illegal or unauthorized purpose
• Copy, reproduce, or distribute Website content without permission
• Interfere with or disrupt the Website or its servers

10.3 Website Content Ownership

All content on the Website, including text, graphics, logos, images, code, and design, is the proprietary property of Xelent Solutions and is protected by Pakistani and international copyright, trademark, and intellectual property laws.

10.4 Cookies and Tracking Technologies

The Website uses cookies, web beacons, analytics tools (including Google Analytics), and similar tracking technologies to:

• Improve user experience and website functionality
• Analyze website traffic and usage patterns
• Track marketing campaign effectiveness
• Remember user preferences and settings

By using the Website, you consent to the use of cookies and tracking technologies as described in our Privacy Policy. You may disable cookies in your browser settings, but this may limit your ability to use certain Website features.

10.5 Links to Third-Party Websites

The Website may contain links to third-party websites, resources, or services that are not owned or controlled by Xelent Solutions. We provide these links for your convenience only. The Company:

• Does NOT endorse or assume responsibility for third-party content
• Is NOT responsible for the privacy practices of third-party websites
• Makes NO warranties about third-party websites or their content
• Bears NO liability for any loss or damage from your use of third-party websites

You acknowledge that you access third-party websites at your own risk and should review their terms of use and privacy policies.

10.6 Website Availability and Modifications

The Company does not guarantee that:

• The Website will be available at all times without interruption
• The Website will be free from errors, bugs, or security vulnerabilities
• Defects will be corrected promptly
• The Website or servers are free from viruses or other harmful components

The Company reserves the right to modify, suspend, or discontinue the Website (or any part thereof) at any time without prior notice. We may also impose limitations on certain features or restrict access to parts or all of the Website without liability.

10.7 Accuracy of Information

While we strive to provide accurate and up-to-date information on the Website, we make no representations or warranties about:

• The accuracy, completeness, or reliability of any content
• The suitability of content for any particular purpose
• The currency or timeliness of information displayed

Information on the Website is subject to change without notice. Pricing, service descriptions, and technical specifications are approximate and should be confirmed through direct communication with us.

10.8 Geographic Restrictions

The Website is operated from Pakistan and is intended for users worldwide. However, we make no representation that the Website or its content is appropriate or available for use in all locations. If you access the Website from outside Pakistan, you do so at your own initiative and are responsible for compliance with local laws.

10.9 Age Restrictions

The Website is intended for use by individuals who are at least 18 years of age or the age of majority in their jurisdiction, whichever is greater. By using the Website, you represent and warrant that you meet this age requirement. We do not knowingly collect information from minors.

10.10 Contact Forms and Submissions

Any information, feedback, suggestions, or materials you submit through contact forms, email, or other communication methods on the Website ("Website Submissions") will be treated in accordance with Section 9 (AI Chatbot Terms) and our Privacy Policy. By submitting information through the Website, you grant us the right to use, reproduce, and act upon such information for business purposes, including responding to inquiries, preparing proposals, and providing services.

11. DISCLAIMERS AND LIMITATIONS OF LIABILITY

11.1 Disclaimer of Warranties

EXCEPT AS EXPRESSLY PROVIDED IN SECTION 6.3, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY LAW, THE COMPANY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

The Company does not warrant that:

• The Deliverables will meet all of Client's requirements or expectations
• The Deliverables will operate error-free or uninterrupted
• All defects will be corrected
• The Deliverables are free from third-party infringement claims

11.2 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

• THE COMPANY'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO THE COMPANY FOR THE SPECIFIC PROJECT OR SERVICE GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.
• IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST REVENUE, LOST DATA, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS OPPORTUNITY, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE) AND EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.3 Exceptions to Limitations

The limitations in this Section 11 do not apply to: (a) damages caused by the Company's gross negligence or willful misconduct; (b) death or personal injury caused by the Company's negligence; (c) liability that cannot be excluded or limited under applicable law; or (d) the Company's indemnification obligations under Section 12.

12. INDEMNIFICATION

12.1 Client Indemnification

Client agrees to indemnify, defend, and hold harmless the Company, its officers, directors, employees, contractors, and agents from and against any and all claims, liabilities, damages, losses, costs, expenses, and fees (including reasonable attorneys' fees) arising from:

• Client's breach of these Terms
• Client's use of the Deliverables after Acceptance
• Infringement claims arising from Client IP or Client-requested features
• Client's modifications to the Deliverables
• Content provided by Client or Client's end users
• Client's violation of applicable laws or regulations

12.2 Company Indemnification

The Company agrees to indemnify Client against third-party claims that the Custom Work (excluding Client IP, third-party components, and modifications) infringes such third party's intellectual property rights, provided that:

• Client promptly notifies the Company in writing of the claim
• The Company has sole control of the defense and settlement
• Client provides reasonable cooperation in the defense

This Section 12.2 states the Company's entire liability and Client's exclusive remedy for infringement claims.

13. TERM AND TERMINATION

13.1 Term

These Terms commence upon Client's engagement of Services and continue until all Projects are completed and all obligations are fulfilled, or until earlier termination in accordance with this Section.

13.2 Termination for Convenience

Either party may terminate an ongoing Project with thirty (30) days' written notice. Upon such termination:

• Client shall pay for all work completed up to the termination date
• Client shall pay a termination fee equal to 25% of the remaining unpaid project fees
• The Company shall deliver all work completed to date in its current state

13.3 Termination for Cause

Either party may terminate immediately upon written notice if the other party:

• Materially breaches these Terms and fails to cure within fifteen (15) days of written notice
• Becomes insolvent or subject to bankruptcy proceedings
• Engages in fraudulent or illegal conduct

13.4 Effect of Termination

Upon termination, all payment obligations become immediately due, and Sections 5 (Intellectual Property), 8 (Confidentiality), 11 (Disclaimers and Limitations), 12 (Indemnification), and 15 (Governing Law and Dispute Resolution) shall survive.

14. GENERAL PROVISIONS

14.1 Force Majeure

Neither party shall be liable for delays or failures in performance resulting from circumstances beyond its reasonable control, including but not limited to acts of God, war, terrorism, riots, pandemics, natural disasters, government actions, or internet/telecommunications failures.

14.2 Independent Contractors

The parties are independent contractors. These Terms do not create any partnership, joint venture, employment, or agency relationship.

14.3 Assignment

Client may not assign or transfer these Terms or any rights hereunder without the Company's prior written consent. The Company may assign these Terms to any successor or affiliate without consent.

14.4 Entire Agreement

These Terms, together with any executed Statement of Work, constitute the entire agreement between the parties and supersede all prior negotiations, representations, or agreements, whether written or oral.

14.5 Amendments

The Company reserves the right to modify these Terms at any time. Material changes shall be communicated to active Clients. Continued use of Services after modifications constitutes acceptance of the revised Terms. For Website usage, updated Terms become effective immediately upon posting.

14.6 Severability

If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect.

14.7 Waiver

Failure to enforce any provision of these Terms shall not constitute a waiver of that provision or any other provision. Any waiver must be in writing and signed by the waiving party.

14.8 Notices

All notices under these Terms must be in writing and delivered to the addresses specified in the Statement of Work or to the contact information below. Notices sent by email are effective upon confirmation of receipt.

14.9 Headings

Section headings are for convenience only and do not affect interpretation of these Terms.

15. GOVERNING LAW AND DISPUTE RESOLUTION

15.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the Islamic Republic of Pakistan, specifically the laws applicable in the Province of Punjab, without regard to conflict of law principles.

15.2 Jurisdiction and Venue

Any legal action, suit, or proceeding arising out of or relating to these Terms shall be instituted exclusively in the courts of competent jurisdiction located in Faisalabad, Punjab, Pakistan. Both parties irrevocably submit to the exclusive jurisdiction of such courts and waive any objection to venue or forum non conveniens.

15.3 Dispute Resolution Process

Before initiating litigation, the parties agree to attempt to resolve disputes through good-faith negotiation for a period of thirty (30) days. If negotiation fails, either party may proceed with formal legal action.

15.4 Limitation Period

Any claim or cause of action arising under these Terms must be filed within one (1) year after the cause of action arose, or such claim shall be permanently barred.

16. CONTACT INFORMATION

For questions, concerns, or notices regarding these Terms and Conditions, please contact:

Xelent Solutions

Registered Address:

P-58 Xelent Solutions, Usman Colony, Main Sargodha Road

City & Province:

Faisalabad, Punjab

Country:

Islamic Republic of Pakistan

Phone:

+92 300 1076788

Email:

info@xelent.pk

Website:

https://xelent.pk

Business Hours:

Monday - Friday: 10:00 AM - 06:30 PM PKT