Terms of Service

1.1 Binding Contract: These Terms of Service constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“Client”, “you”), and TechXavier Solutions (“TechXavier”, “we”, “us”, or “our”), concerning your access to and use of our digital platforms, engineering services, and educational programs.

1.2 Legal Majority & Capacity: The services provided by TechXavier are intended solely for users who are at least eighteen (18) years of age or the age of legal majority in their jurisdiction. If you are under the age of 18, you may only access training services with the verified written consent and legal sponsorship of a parent or guardian.

1.3 Order of Precedence: In the event of an explicit, direct conflict between the terms of a signed customized Statement of Work (SOW), Master Services Agreement (MSA), or Service Level Agreement (SLA) executed between TechXavier and the Client, the provisions of that signed customized document shall govern solely to the extent of such conflict, with these general Terms prevailing in all other matters.

TechXavier provides comprehensive, enterprise-grade technology and digital marketing solutions. Our core service categories comprise:

• Web Design & Engineering: Custom modern web applications, Next.js / React platforms, headless CMS implementations, enterprise portals, e-commerce storefronts, and performance optimization.
• Mobile & Custom Software: iOS, Android, cross-platform apps, RESTful and GraphQL APIs, backend databases, and third-party systems integrations.
• UI/UX Strategy & Product Design: Wireframing, interactive prototyping, user journey mapping, design systems, and responsive design assets.
• Search Engine Optimization (SEO) & Marketing: Technical SEO audits, local SEO architecture, on-page optimization, content strategy, and organic performance monitoring.
• Cloud, DevOps & IT Consulting: Cloud deployment architecture, containerization, domain configuration, transactional email pipelines, and infrastructure setup.
• TechXavier Academy: Professional IT training courses, software engineering bootcamps, and digital skills certifications.

2.2 Standard of Performance: TechXavier agrees to perform all contracted services with reasonable professional skill, care, and diligence consistent with prevailing software industry best practices and standards.

3.1 Proposal Validity: Formal project quotes, proposals, and fee estimates prepared by TechXavier remain valid for thirty (30) calendar days from the date of issuance, after which TechXavier reserves the right to revise pricing, resource availability, and timelines.

3.2 Statements of Work (SOW): Prior to commencement of bespoke development or design, both parties will define deliverables, milestone timelines, technical specifications, and fee schedules in a written Statement of Work or signed project proposal.

3.3 Change Management & Scope Creep: Any requested functionality, design variations, structural alterations, or feature additions outside the boundary of the original SOW will be evaluated under our formal Change Order process:

1. The Client submits a written request specifying the desired modifications.
2. TechXavier prepares an impact evaluation detailing adjustments to cost, dependencies, and project delivery deadlines.
3. Work on the requested change begins only after mutual written sign-off (via digital signature or email approval) and settlement of any applicable deposit.

4.1 Provision of Client Assets: The Client is responsible for supplying all required materials—including copywriting, company logos, high-resolution media, font licenses, third-party API credentials, and domain DNS access—in a timely manner as outlined in the project onboarding timeline.

4.2 Milestone Review Window: Upon notification by TechXavier that a project milestone or deliverable is ready for inspection (e.g. wireframes, UI mockup, staging build), the Client shall have seven (7) business days to review the deliverable and either:

• Provide written approval and sign-off, or
• Submit a consolidated list of reasonable, in-scope corrections or revisions.

If no written response or correction list is submitted within seven (7) business days, the milestone shall be deemed fully approved and accepted, allowing TechXavier to advance to the subsequent project phase and invoice the associated milestone.

4.3 Project Dormancy & Reactivation: If a project is delayed by more than twenty-one (21) calendar days due to client inaction, unresponsive communication, or missing assets, TechXavier reserves the right to shelve the project, reallocate engineering staff, and assess a reactivation fee (not to exceed 15% of the total project value) to resume work.

5.1 Milestone Structure: Unless explicitly agreed otherwise in a signed SOW, fixed-fee software and web design projects are governed by our standard three-phase milestone structure:

5.2 Retainers & Recurring Services: Retainer contracts (e.g. ongoing maintenance, dedicated developer hours, SEO campaigns) are billed in advance on a monthly or quarterly cycle. Unused monthly retainer hours do not roll over unless formally authorized in writing.

5.3 Taxes & Transaction Fees: All stated fees are exclusive of applicable value-added tax (VAT), sales tax, withholding tax, or banking wire transfer charges. The Client is responsible for paying all taxes associated with their purchase, excluding taxes based on TechXavier’s net income.

5.4 Late Invoices & Suspension of Work: Invoices must be paid within seven (7) calendar days of receipt. Invoices past due by more than fourteen (14) days shall accrue interest at the rate of 1.5% per month (or the maximum statutory rate permitted by law). TechXavier reserves the absolute right to suspend active engineering, withhold staging builds, and revoke API access while any payment remains past due.

5.5 Refund Policy: Initial deposits are strictly non-refundable once discovery, design, or engineering work has commenced. If a project is cancelled before completion, the Client is entitled only to a pro-rata refund for work phases not yet initiated, minus an administrative fee.

6.1 Transfer of Bespoke Deliverables: Conditioned upon full and final payment of all outstanding fees and disbursements due to TechXavier, TechXavier assigns and transfers to the Client all right, title, and intellectual property interest in the bespoke code, custom graphics, and unique design deliverables created specifically for the Client under the applicable SOW.

6.2 TechXavier Pre-Existing IP & Tools: TechXavier retains all ownership, patents, trademarks, and copyright in its pre-existing proprietary technology, developer tools, algorithms, starter kits, reusable UI components, and software libraries (“Background IP”). TechXavier grants the Client a perpetual, worldwide, non-exclusive, royalty-free license to use, execute, and display such Background IP solely as integrated within the deliverable.

6.3 Open-Source Components: Certain deliverables may incorporate open-source software libraries (such as React, Next.js, Tailwind CSS, MIT/Apache licensed packages). Such software is governed by its respective third-party licenses, and nothing in these Terms limits or expands your rights under those licenses.

6.4 Agency Portfolio & Marketing Rights: Unless otherwise agreed in a separate written Non-Disclosure Agreement (NDA), the Client grants TechXavier the perpetual, non-exclusive right to showcase completed project designs, live links, screenshots, and Client trademarks/logos in our agency portfolio, case studies, website, and promotional presentations.

7.1 Student Admission & Enrollment: Enrollment in TechXavier Academy courses, bootcamps, and specialized workshops is subject to availability, eligibility verification, and payment of the designated tuition or registration fee.

7.2 Course Intellectual Property: All syllabus materials, video lessons, code challenges, slide decks, and learning resources provided by TechXavier instructors are the exclusive intellectual property of TechXavier Solutions. Students receive a non-exclusive, personal license for individual study only. You may not record, reproduce, sell, re-upload, or commercially redistribute course materials under any circumstances.

7.3 Code of Conduct & Academic Integrity: Students agree to maintain a respectful, harassment-free environment in physical classrooms, virtual rooms, and community chat channels. Plagiarism, disruptive behavior, or cheating will result in immediate expulsion without refund.

7.4 Certification Requirements: Official TechXavier completion certificates are awarded only to students who maintain at least 80% attendance, successfully complete mandatory capstone projects, and clear all tuition installments.

8.1 Client Warranties: The Client represents and warrants that all text, imagery, trademarks, datasets, and credentials supplied to TechXavier are either owned by the Client or properly licensed with all necessary rights, permissions, and consents.

8.2 Prohibited Activities: When utilizing TechXavier platforms, servers, client portals, or commissioned solutions, you agree never to:

• Deploy malicious software, ransomware, keyloggers, viruses, or harmful scripts.
• Engage in unauthorized data scraping, penetration testing, or automated probing of our infrastructure without prior written authorization.
• Promote illegal gambling, unlawful narcotics, unsolicited commercial email (spam), defamation, or hate speech.
• Attempt to bypass authentication mechanisms, gain administrative access to our servers, or impair system availability.

9.1 Scope of Confidential Information: “Confidential Information” refers to all non-public information disclosed by one party (“Disclosing Party”) to the other (“Receiving Party”), including source code, customer databases, technical architectures, trade secrets, pricing agreements, and business methodologies.

9.2 Standard of Care: The Receiving Party agrees to exercise the same degree of care it uses to protect its own confidential information (but not less than reasonable care), to prevent unauthorized dissemination, and to disclose it only to employees and contractors who need to know such information for the project.

9.3 Term of Obligation: The confidentiality obligations under this Section shall remain in full force and effect during the engagement and for three (3) full calendar years following project completion or termination.

10.1 30-Day Limited Warranty: For thirty (30) calendar days following formal production deployment (“Warranty Period”), TechXavier will correct, at zero additional cost to the Client, any reproducible software bugs or defects in the custom delivered code that cause it to deviate from signed project specifications.

10.2 Warranty Exclusions: This warranty specifically excludes and does not cover:

• Defects caused by client personnel or third-party developers modifying our source code.
• Server environment changes, OS upgrades, or PHP/Node version deprecations implemented by your hosting provider without our coordination.
• Incompatibilities caused by automatic updates to third-party plugins, theme frameworks, or browser vendor changes post-launch.

10.3 General Disclaimer: Except as explicitly stated herein, all services, software, and platforms are provided on an “AS IS” and “AS AVAILABLE” basis without warranties of any kind, whether express, implied, or statutory, including warranties of merchantability or fitness for a particular purpose.

Modern digital systems depend on external services including hosting networks (Vercel, AWS, Cloudflare), domain registrars, payment processors (Stripe, PayPal), AI vendors (OpenAI, Google), and search engines.

The Client acknowledges that TechXavier has no control over the continuity, uptime, rate limiting, pricing changes, or security practices of third-party platforms. While TechXavier will assist in troubleshooting, we shall not be held liable for losses or downtime resulting from third-party vendor outages or policy updates.

12.1 Consequential Damages Waiver: To the maximum extent permitted under applicable law, in no event shall TechXavier, its directors, employees, or contractors be liable for any indirect, incidental, consequential, punitive, or special damages, including lost revenue, lost profits, loss of data, loss of goodwill, or business interruption, arising out of or in connection with our services, even if advised of the possibility of such damages.

12.2 Aggregate Cap on Liability: Under all circumstances, the total aggregate liability of TechXavier for any and all claims arising out of or related to these Terms, the project, or the Statement of Work shall not exceed the total fees actually paid by the Client to TechXavier under the specific Statement of Work giving rise to liability during the six (6) months immediately preceding the claim.

The Client agrees to defend, indemnify, and hold harmless TechXavier Solutions, its officers, directors, partners, employees, and agents from and against any third-party claims, liabilities, damages, losses, and reasonable legal expenses (including attorney fees) arising out of or related to:

• Any Client Materials, trademarks, or content provided to us that infringes third-party intellectual property or privacy rights.
• The Client’s breach of these Terms of Service or representation made herein.
• The Client’s violation of applicable consumer, trade, or data protection laws.

14.1 Termination for Cause: Either party may immediately terminate an active Statement of Work or agreement if the other party commits a material breach of these Terms and fails to cure such breach within fourteen (14) calendar days of receiving written notice specifying the breach.

14.2 Termination for Convenience: The Client may terminate an ongoing project for convenience by providing thirty (30) days advance written notice. Upon receiving notice, TechXavier will stop development, and the Client shall remain obligated to pay for all hours worked, completed milestones, and non-cancellable third-party commitments incurred up to the effective termination date.

14.3 Transition & Handover: Upon full settlement of all outstanding invoices, TechXavier will deliver all completed work product, code archives, and assets in their current state as of the termination date.

15.1 Mandatory Good-Faith Negotiation: Before initiating any formal legal or arbitration proceeding, the parties agree to make a good-faith attempt to resolve any controversy, claim, or dispute arising under these Terms through executive consultation for thirty (30) calendar days following written notice of the dispute.

15.2 Governing Law & Jurisdiction: These Terms and any dispute arising out of or related to our engagement shall be governed by and construed in accordance with the laws of the Islamic Republic of Pakistan, without regard to its conflict of law principles. The courts of Punjab, Pakistan shall have exclusive jurisdiction over any unresolved dispute.