Terms of Service

01Agreement to these terms

These terms apply to your use of tervais.com and, unless we sign a separate written agreement with you, to the software and services we provide. By using this website, sending us an enquiry, accepting a proposal or using a product we provide, you agree to them.

If you accept on behalf of a company or another organisation, you confirm you have authority to bind it, and “you” then means that organisation.

If you do not agree with these terms, do not use the site or engage us.

02Who we are

Tervais is a software development company based in Islamabad, Pakistan. We build and operate AI software, AI agents and chatbots, workflow automations, custom software, web and mobile applications, business websites and ERP systems, for clients in Pakistan and internationally.

You can reach us at sheikharslan52@gmail.com, on +92 313 811 3369, or by post at Ali Pur Farash, Islamabad 45600, Pakistan. How we handle personal information is described in the Privacy Policy.

03Enquiries, proposals and quotes

Enquiries are free and commit neither side. After a discovery call we send a written proposal describing scope, deliverables, assumptions, timeline, fees and the payment schedule.

Quotes are valid for 30 days from the date we send them, unless the proposal states a different period.

Quotes assume the information available to us when we prepare them. If requirements, integrations, data volumes or third-party costs turn out to be materially different, we tell you before continuing and, where the difference affects price or timeline, issue a revised quote.

We may decline a project or an order, including where the work would require us to act unlawfully or would conflict with an existing client’s confidentiality.

04How a contract is formed

A contract begins when you accept a proposal in writing — an email is enough — or pay the first invoice, whichever happens first. It consists of:

1. any signed agreement between us;
2. the accepted proposal or statement of work, including its scope, assumptions and payment schedule;
3. these terms.

If those documents conflict, the signed agreement prevails, then the proposal, then these terms. A purchase order or supplier portal acceptance does not change the contract unless we agree to the change in writing.

Anything discussed in calls, chats or meetings is not part of the contract unless it is written into one of those documents.

05Fees and payment

Fees are stated in the currency shown on the proposal, in US dollars or Pakistani rupees. The proposal sets the payment schedule: a deposit before work starts with the balance tied to milestones for a project, or payment in advance for each subscription term for a product.

• Invoices are due within 14 days of the invoice date. You pay the bank charges and transfer fees your side incurs.
• Overdue amounts — you reimburse the reasonable costs we incur recovering an amount that is more than 30 days overdue, including collection agency and legal fees.
• Prepaid subscriptions are not refundable except where these terms say otherwise or the law requires it.
• Third-party costs — hosting, domains, software licences, app store fees, messaging and AI API usage, and similar services are charged to you at cost, unless the proposal includes them in our fees.
• Disputed invoices — if you dispute an invoice in good faith, tell us within 14 days of receiving it with the reason. You pay the undisputed part on time, and we discuss the rest while work continues.

06Taxes, currency and expenses

Fees exclude sales tax, value added tax, goods and services tax, withholding tax and any similar levy. You pay the taxes that apply to the transaction in your jurisdiction, and you give us a valid exemption certificate if you are exempt.

If your law requires you to withhold tax from a payment to us, you give us an official tax certificate or receipt for each payment so the amount can be credited to us. Where the proposal states that fees are net of withholding, you gross up the payment so we receive the invoiced amount.

You pay in the currency on the invoice. Exchange-rate differences and the costs of conversion are yours. We may adjust the fees for a new subscription term to reflect currency movements, with 30 days’ notice before the term starts.

Travel, visas and other expenses are charged only when the proposal includes them or you approve them in writing before they are incurred.

07Your responsibilities

To deliver good work on time we need the following from you:

• accurate, complete requirements and one person who can approve decisions;
• answers, feedback and approvals within five business days of our request;
• access to the systems, accounts, data and people the work needs;
• the legal right to use and share the content, data, brand material and third-party accounts you give us;
• the consents your law requires before you send messages to customers through a system we build — including marketing, WhatsApp and SMS consent;
• content and business rules that are lawful, and use of our software for lawful purposes only;
• your own backups of business data, including anything held in systems we do not host.

If something on this list is late, the timeline moves with it and we may charge for time spent re-planning. You remain responsible for your business decisions and for reviewing software and AI output before relying on it.

08Timelines, milestones and acceptance

Work is planned in phases so you see working software early. A stated timeline assumes the deposit is paid, requirements are agreed and your inputs arrive on time. Timelines for custom work are estimates; where a proposal commits us to a fixed delivery date, that date is part of the contract.

At the end of each phase we send the work for review. You have seven business days to accept it or report specific defects against the agreed specification. If we receive no response in that window, the phase is accepted and the next invoice becomes due.

Reported defects are fixed under the warranty in section 15. New requirements raised during review are handled as a scope change under section 9.

09Changes to scope

Projects rarely stay still, and we would rather change the plan openly than quietly. Send change requests in writing.

We estimate the effect on cost and timeline before doing the work. Where a change is significant, we issue a change note or revised quote for you to approve before we proceed. A change that takes under two hours is absorbed into the current phase at no extra cost.

Work outside the agreed scope that we carry out at your written request is billed at the day or hourly rate in the proposal, or as the change note sets out.

10Software licences and acceptable use

Licence for software we provide as a product

Where we provide hosted or installed software as a product, including subscriptions, pilots and trials, we grant you a non-exclusive, non-transferable, non-sublicensable licence to use it for your internal business purposes for the term set out in the proposal, within the user, volume and usage limits stated there.

Beta, preview and trial features are provided as they are, may change or be withdrawn, and carry no warranty beyond section 15.

Acceptable use

You will not, and will not let anyone using your account:

• use the software unlawfully, to infringe rights, or to store or distribute malware;
• send unsolicited bulk messages, or breach anti-spam, telemarketing or messaging-platform rules;
• reverse engineer, decompile or disassemble it, except where the law expressly permits that despite this restriction;
• circumvent usage limits, access controls or security features, or probe the system for vulnerabilities without our written consent;
• scrape, crawl or automate requests in a way that degrades the service for others;
• resell, sublicense or make the software available to third parties as a service, or remove ownership notices;
• process content that is unlawful, or that you have no right to process.

Accounts and suspension

You keep your credentials secure and tell us promptly if you believe they have been compromised. You are responsible for the acts of the people you give access to.

We may suspend access if we reasonably believe continued use threatens security, legality, another customer or the integrity of the service. We tell you why and restore access as soon as the cause is resolved. Suspension for your breach does not reduce the fees due.

11Intellectual property

Your deliverables. When you have paid in full for a project, you own the custom code, designs, text and other material we created specifically for you under that project.

What we keep. We keep ownership of our pre-existing and general-purpose material — frameworks, libraries, templates, internal tools, accelerators and know-how we use across projects. You receive a perpetual, worldwide, non-exclusive, royalty-free licence to use that material as part of your deliverables, including to maintain and extend them. This keeps your project cost down, because you are not paying to buy out work we already own.

Where ownership cannot transfer. Some legal systems do not allow copyright to be assigned. Where that is the case, we grant you an exclusive, perpetual, worldwide, royalty-free licence to the deliverables for the same purposes, and we will sign the documents needed to record it.

Until payment. We retain ownership of the deliverables until the fees for them are paid.

Product software. The software we provide as a product, and every update to it, remains ours. Section 10 gives you the licence to use it, not ownership of it.

Your material. Content, data, logos and systems you provide stay yours. You grant us a licence to use them only as needed to deliver the project or operate the product.

Open source. Open-source components stay under their own licences. We tell you which ones a deliverable includes, and give you a component list on request, so you can meet any redistribution obligations.

References. We may show the finished work and use your name and logo to describe the project in our portfolio and proposals. If you would rather we did not, tell us in writing at any time and we will stop using it in future material.

12Third-party services, app stores and AI

Our software depends on services operated by others: hosting, WhatsApp and messaging platforms, payment gateways, email, cloud storage, maps, analytics and AI model providers. Their availability, pricing and terms are outside our control, and a change on their side can affect a working system.

We are not responsible for outages, price changes, deprecations or policy decisions of third-party providers. We help you plan around them and quote separately for migration work.

App stores and marketplaces

If a product is distributed through the Apple App Store, Google Play or another marketplace, that marketplace’s terms also apply to your use of the app, and they prevail over these terms to the extent the marketplace requires. App store fees and commissions are yours. We do not control review decisions, removal from a store or changes to a store’s policies.

Where a product uses a third-party AI model, that provider’s terms and data-retention rules also apply to the data sent to it. We tell you which provider a system uses, and we do not send data to a model provider for training purposes.

13Confidentiality

Each side keeps the other’s non-public information confidential, uses it only for the contract, protects it with reasonable care, and discloses it only to staff and contractors who need it and are bound by similar obligations — or where the law requires disclosure, giving the other side notice where we lawfully can.

This does not apply to information that is or becomes public without breach, was already known to the receiving side, is independently developed, or is received lawfully from a third party without a duty of confidence.

These obligations last for five years after the contract ends, and for as long as the law protects trade secrets.

14Data protection

Each side complies with the data protection law that applies to it, including where you are in the European Economic Area, the United Kingdom, the United States or another jurisdiction with its own rules.

Where we process personal information on your behalf, we do so on your documented instructions and sign a data processing agreement that meets the requirements of the law that applies to you — for example Article 28 of the GDPR. That agreement covers sub-processors, security measures, breach notification, assistance with rights requests, international transfers and deletion at the end of the engagement.

You are responsible for having a lawful basis to share personal information with us, for providing your own privacy notice to the people whose data appears in the systems we build, and for obtaining any consent your law requires for messaging. Our own handling is described in the Privacy Policy.

15Warranties and warranty period

We perform the services with reasonable skill and care, consistent with good industry practice, and we deliver what the accepted proposal describes.

For 30 days after acceptance of a deliverable, we fix at no charge any defect that means it does not conform to the agreed specification. Tell us in writing and give us what we need to reproduce the problem, including access to the affected system or a staging copy.

The warranty does not cover issues caused by:

• changes made by you or a third party after delivery;
• use outside the agreed environment, or hardware, network or browser conditions we did not agree to support;
• third-party services, outages or changes outside our control;
• new requirements, enhancements or content you supply;
• incorrect data entry, or use contrary to the documentation.

To the extent the law allows, and apart from the warranties above, software and services are provided without other warranties, including any implied warranty of merchantability, fitness for a particular purpose or non-infringement, and we do not warrant uninterrupted or error-free operation. Nothing here limits rights you have under mandatory law, including consumer guarantees in your country.

16Support and availability

Support is available by email and WhatsApp from 09:00 to 18:00 Pakistan Standard Time, Monday to Friday, excluding Pakistani public holidays. Responses to urgent production issues are prioritised.

Support levels, response times and any service credits are those set out in the proposal or a separate maintenance agreement. The warranty in section 15 covers defects; it is not a general support service.

For hosted products we aim to keep the service available continuously. Availability depends on hosting and network providers we do not control, and we carry out scheduled maintenance with notice. Where a proposal includes a service level, that level applies; otherwise we do not promise a specific uptime percentage and no service credits are due.

Backups are taken as set out in the proposal. You remain responsible for keeping your own copies of business data.

17Limitation of liability

To the extent the law allows:

• neither side is liable for indirect or consequential loss, or for loss of profit, revenue, anticipated savings, goodwill, business opportunity or business interruption;
• our total liability for all claims connected with a contract is limited to the total fees you actually paid us under that contract in the twelve months before the event giving rise to the claim, or, if lower, the fees paid for the specific deliverable or subscription period concerned;
• we are not liable for loss or corruption of data held outside systems we operate, or for your failure to keep the backups you were responsible for.

Nothing here limits liability for fraud or fraudulent misrepresentation, for wilful misconduct, for death or personal injury caused by negligence, or for anything else that cannot lawfully be limited. Where a jurisdiction does not allow a particular exclusion, it applies only to the extent permitted and the rest of these terms continue.

Nothing in this section limits rights you have under mandatory consumer law in your country of residence.

18Indemnities

By you. You indemnify us against third-party claims, and the reasonable costs of defending them, that arise from content, data or instructions you gave us that infringe someone’s rights or break the law, or from your use of software in a way the contract does not allow.

By us. We indemnify you against third-party claims that a deliverable or product, as delivered and used as the contract allows, infringes copyright, trade-mark or other intellectual property rights, provided you tell us promptly, let us control the defence and settlement, and give reasonable help. If such a claim is likely, we may at our option modify or replace the affected part, or end that part of the contract and refund the fees paid for it.

This section is subject to the liability limit in section 17.

19Term, suspension and termination

The contract runs from the date it is formed until the work is completed and paid for, or until it is ended as described here.

• Subscriptions run for the term in the proposal and renew for the same term unless either side gives 30 days’ notice before the renewal date.
• Termination for breach — either side may end the contract if the other materially breaches it and does not fix the breach within 14 days of written notice.
• Termination for convenience — you may end a project at any time on 14 days’ written notice, paying for work completed and for commitments we have already made, such as licences and subcontractor time.
• Suspension — we may pause work or access if an invoice is more than 14 days overdue, or if continuing would break the law or put a system at risk.
• Insolvency — either side may end the contract if the other becomes insolvent or stops trading.

On termination we hand over completed work and client material you have paid for, along with the documentation we produced. You may export your data from a hosted product for 30 days after termination, after which we delete it on our normal backup cycle unless the law requires us to keep it. If we end a subscription early for our own convenience, or you end it because we have materially breached the contract, we refund the prepaid fees for the unexpired part of the term.

Obligations that by their nature should survive — confidentiality, intellectual property, payment of amounts due, indemnities, liability and governing law — continue afterwards.

20Force majeure

Neither side is liable for delay or failure caused by events beyond its reasonable control, including natural disaster, fire, flood, war, civil unrest, epidemic, labour dispute, government action, or failures of power, internet or telecommunications not caused by that side.

The affected side tells the other promptly, works to reduce the impact, and resumes as soon as it can. If the event continues for more than 30 days, either side may end the affected work and pay, or be paid, for what was properly done.

21Export control and sanctions

Software and technical information can be subject to export control and sanctions law, including that of Pakistan, the European Union, the United Kingdom and the United States. You confirm that:

• you are not located in, organised under the law of, or ordinarily resident in a country or territory subject to comprehensive sanctions;
• you are not a person identified on a government restricted-party or denied-party list;
• you will not use our software or deliverables in the design, development, production or use of weapons, nuclear facilities, chemical or biological agents, or missile systems, or in any other use prohibited by applicable export control law;
• you will not export or re-export our software in breach of applicable law.

If we must do so to comply with the law, we may suspend or end the contract, and we will refund prepaid fees for the part of the term you cannot use.

22Governing law and your local rights

These terms and any contract between us are governed by the laws of Pakistan, without regard to conflict-of-law rules.

If a dispute arises, both sides first try to resolve it in good faith: one side sends a written notice describing the issue and what it wants, and the other responds within 30 days. Most problems are solved this way.

If discussion does not resolve it, the courts at Islamabad have jurisdiction, unless both sides agree in writing to arbitrate — in which case the arbitration is seated in Islamabad under the rules of the International Chamber of Commerce, conducted in English.

Nothing in this section removes rights the law gives you in the country where you are established or reside, and nothing stops you from bringing a claim in a court that has mandatory jurisdiction over us. If a mandatory law in your country conflicts with these terms, that law prevails to the extent of the conflict.

23General

• Entire agreement — these terms, the accepted proposal and any signed agreement are the whole contract and replace earlier discussions on the same subject.
• Variation — only in writing, agreed by email or signature by both sides.
• Severability — if a provision is found unenforceable, it is limited or removed only as far as necessary and the rest stays in force.
• No waiver — a failure or delay in enforcing a right is not a waiver of it.
• Assignment — you may not transfer the contract without our written consent; we may transfer it to a successor of our business on notice to you.
• Independent contractor — we are an independent contractor. Nothing creates a partnership, joint venture, agency or employment relationship.
• Subcontracting — we may use trusted subcontractors for parts of the work and remain responsible to you for the result.
• Notices — in writing by email to the addresses in the proposal or this document, treated as received on the next business day.
• Language — the contract is in English, which governs if it is translated.
• No third-party rights — nobody who is not a party can enforce the contract.
• Electronic acceptance — an emailed acceptance or click-through approval has the same effect as a signature, and the contract may be concluded in counterparts.

24How to contact us

For anything about these terms, a proposal or a project, use any of these:

See also our Privacy Policy for how we handle personal information.