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SOFTWARE DEVELOPMENT & SaaP TERMS AND CONDITIONS

(Version 2025-05-05 | supersedes all previous versions)

Preamble

These Terms & Conditions (“Terms”) form a binding contract between EXPERTPK (Pvt.) Ltd. (“EXPERTPK”, “we”, “us”, “our”) and any person or entity (“Client”, “you”, “your”) that purchases, downloads, installs, accesses, tests, solicits or otherwise uses any Deliverable (defined below).

By taking any of those actions you irrevocably confirm that you have read, understood and accepted these publicly-available Terms in full, even if you have not signed them or clicked any button agreeing to them.

Automatic Acceptance Client acknowledges that:

  • A purchase order, payment, download, installation, test, log-in, or other access to a Deliverable automatically constitutes acceptance of these Terms.
  • EXPERTPK may revise the Terms at any time without prior notice. The current version posted on EXPERTPK’s official website governs immediately; continued use after a revision equals acceptance of the revision.

Client expressly waives its own standard terms. Deviations are valid only if (i) set out in a single written instrument, (ii) signed by a director of EXPERTPK, and (iii) expressly state that they override these Terms.

1 Definitions

“Software Product” / “Module” – any software, plugin, script, code, API, database, model, training material or other digital item created, licensed or provided by EXPERTPK.

“Development Services” – custom development, configuration, integration, consulting, training, support or similar work rendered by EXPERTPK.

“Deliverables” – collectively, all Software Products and all outputs of Development Services.

“Intellectual Property Rights” (IPR) – all present and future patents, copyrights, trade marks, database rights, trade secrets, know-how and similar rights worldwide.

“Acceptance” – the earliest of (a) Client’s written confirmation, (b) production use or go-live, (c) download or installation, or (d) ten (10) calendar days after delivery if no rejection notice is received.

“Cleared Funds” – monies that have arrived in EXPERTPK’s designated bank account and are fully available for use, free of recall, chargeback or claw-back.

2 Ordering & Change Control

2.1 An order is binding when EXPERTPK issues written confirmation or commences work.

2.2 Scope and assumptions appear in a Statement of Work (“SoW”) or similar document.

2.3 Changes require a signed Change Order; EXPERTPK may adjust fees and timelines.

3 Fees, Payment & Non-Refundability

3.1 Advance Payment Unless expressly waived in writing, 100 % of the price is due before delivery or work start.

3.2 Meaning of “Paid” An invoice is not deemed paid—and no Deliverables, licences or support will be provided—until EXPERTPK has received Cleared Funds. A payment instruction, remittance advice, bank SWIFT copy, PayPal receipt or similar is not evidence of payment. Any processing time within banks, gateways or middleware is at Client’s risk.

3.3 Credit invoices (if any) are due within seven (7) calendar days of issue.

3.4 Late payments accrue 10 % interest per month (or the maximum lawful rate, if lower).

3.5 Amounts overdue by > 60 days may be referred to a collection agency; Client pays all recovery costs.

3.6 Final & Non-Refundable Sale All sales are final. No refund, return, exchange, reversal or charge-back is permitted under any circumstances, including alleged non-performance, incompatibility, unmet expectations, or mistaken order.

3.7 Charge-back Waiver Client irrevocably waives the right to file any charge-back, claw-back or payment dispute with banks, card schemes, e-wallets or other intermediaries. Filing a dispute prior to (i) opening a support ticket on EXPERTPK’s portal, and (ii) allowing EXPERTPK to mark that ticket “Resolved”, constitutes material breach; Client must provide the dispute body with (a) the full text of these Terms and (b) the entire support-ticket transcript.

4 Taxes, Withholding & Bank Fees

Client bears all taxes, levies, withholdings, currency-conversion spreads and banking fees so that EXPERTPK receives the exact EUR amount stated on the invoice in Cleared Funds. Subsequent charges or FX fluctuations do not reduce the amount due.

5 No Guarantees; As-Is Acceptance

5.1 Client acknowledges it had full opportunity to request a demo, ask questions and verify suitability before purchase.

5.2 Deliverables are provided “as is”, “with all faults” and without warranty of any kind, express or implied (including merchantability, fitness for purpose, title, non-infringement, accuracy, reliability, security, compatibility, or uninterrupted operation).

5.3 EXPERTPK does not warrant that Deliverables will function in Client’s particular environment or with third-party software, hardware, customisations or workflows, nor that they will be free of conflicts with tools Client presently uses or intends to use.

5.4 Client’s sole remedy is the limited support in § 6.

6 Limited Support

6.1 A thirty (30)-day support window commences on delivery. EXPERTPK will use commercially reasonable efforts to correct reproducible defects that (i) deviate from the written documentation provided by EXPERTPK and (ii) are caused solely by EXPERTPK’s unmodified code.

6.2 Support excludes: new features, enhancements, training, on-site work, integrations, data migration, issues caused by third-party updates, environment changes, misuse, or unauthorised modifications. Such work is billable under a new SoW.

7 IP Ownership, Licence & Audit

7.1 EXPERTPK retains all IPR in Deliverables unless a separate, director-signed assignment agreement expressly states otherwise.

7.2 Upon full payment in Cleared Funds, Client receives a non-exclusive, non-transferable, single-production-instance licence. Additional servers, databases, subsidiaries, affiliates or SaaS provision require separate licences.

7.3 Client shall not: sell, rent, lease, sublicense, distribute, provide SaaS, reverse-engineer, decompile, disassemble, translate, modify, bypass licence-keys or remove copyright notices.

7.4 EXPERTPK may audit Client’s systems on seven (7) days’ notice; Client shall cooperate and promptly cure any breach, including paying licence fees and audit costs.

8 Indemnity

Client shall defend, indemnify and hold harmless EXPERTPK, its officers, employees and subcontractors from all claims, fines, liabilities and costs (including attorneys’ fees on a solicitor-and-client basis) arising from:

a) Client’s use, resale or distribution of Deliverables;

b) breach of these Terms or of law;

c) materials or instructions supplied by Client;

d) Client’s failure to obtain licences or approvals.

9 Limitation of Liability

To the fullest extent permitted by Pakistani law, EXPERTPK is not liable for any direct, indirect, incidental, consequential, punitive or exemplary damages (including loss of profits, data, goodwill or regulatory fines). If liability cannot be disclaimed, EXPERTPK’s aggregate liability for all claims relating to a specific order is limited to the gross profit earned by EXPERTPK on that order, and shall never exceed that amount.

10 Confidentiality, Compliance & Export Control

10.1 Each party must protect the other’s confidential information with reasonable care.

10.2 Client warrants it is not subject to sanctions and will comply with export-control, data-protection and industry-specific regulations.

11 Force Majeure

Neither party is liable for delay or failure caused by events beyond reasonable control (e.g., natural disaster, war, pandemic, utility outage, governmental action).

12 Termination

12.1 EXPERTPK may suspend licences or terminate immediately for breach, insolvency or late payment.

12.2 Upon termination, licences cease and Client must destroy all copies of Deliverables. Sections that by nature survive (e.g., 3, 4, 5, 6, 7, 8, 9, 12–15) remain in force.

13 Governing Law & Jurisdiction

These Terms are governed by the laws of Pakistan. All disputes shall be finally resolved exclusively by the courts of Lahore, Punjab, and the parties irrevocably submit to that jurisdiction.

14 Miscellaneous

  • Entire Agreement – These Terms and any SoW constitute the full agreement, superseding all prior discussions.
  • Revisions – EXPERTPK may update the Terms at any time; the posted version controls.
  • Severability – Invalid provisions are replaced with valid ones that best achieve their intent.
  • No Waiver – Failure to enforce any right is not a waiver.
  • Assignment – Client may not assign without EXPERTPK’s written consent.
  • Sub-contracting – EXPERTPK may sub-contract but remains responsible for performance.
  • Headings – Headings are for convenience only and do not affect interpretation.
  • Notices – Legal notices must be in English and delivered by courier or registered mail to each party’s registered office.

BY PURCHASING, DOWNLOADING, INSTALLING OR USING ANY DELIVERABLE, CLIENT CONFIRMS THAT IT HAS READ, UNDERSTOOD AND AGREES TO BE BOUND BY THESE TERMS (INCLUDING ALL SUBSEQUENT REVISIONS).