Terms of Service

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client", "you", "your") and Rewanza ("Company", "we", "us", "our"), governing your access to and use of our website at rewanza.com and our software development and related services.

By accessing our website, submitting an enquiry, or entering into a service agreement with us, you confirm that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. If you do not agree to these Terms, you must not use our website or engage our services.

Rewanza operates from Office 16095, 182-184 High Street North, East Ham, London, E6 2JA, United Kingdom and Development Team, Office 34, Zamin Center, Lahore, Pakistan.

Rewanza provides professional software development and technology consulting services, including but not limited to:

• AI automation and machine learning integrations • Shopify application development and theme customisation • Payment gateway integrations (Stripe, PayPal, and others) • Bug fixing, code review, and technical audits • Full-stack web application development • Ecommerce platform development and optimisation

**Service Agreements:** All services are governed by a separate Statement of Work ("SOW"), project proposal, or service contract ("Service Agreement") agreed between the parties prior to commencement of work. In the event of any conflict between these Terms and a specific Service Agreement, the Service Agreement shall prevail.

**No Guarantee of Availability:** We reserve the right to modify, suspend, or discontinue any service at any time with reasonable notice. We will not be liable to you for any such modification, suspension, or discontinuation.

**Scope of Work:** The scope, deliverables, timeline, and fees for each project will be defined in a written Service Agreement or project proposal. Work outside the agreed scope ("out-of-scope work") will be subject to separate written agreement and additional fees.

**Client Responsibilities:** You agree to: • Provide accurate, complete, and timely information, access, and materials required for the project • Designate a primary point of contact with authority to make decisions • Review and provide feedback on deliverables within agreed timelines • Ensure that any materials you provide (content, images, data, third-party software) do not infringe any third-party intellectual property rights

**Delays:** We are not responsible for project delays caused by your failure to provide required information, materials, or approvals in a timely manner. Any such delays may result in revised timelines and potentially additional costs.

**Revisions:** The number of revision rounds included is specified in each Service Agreement. Additional revisions beyond the agreed scope will be charged at our standard hourly rate.

**Fees:** Project fees are set out in the relevant Service Agreement or proposal. All fees are quoted in United States Dollars (USD) or British Pounds Sterling (GBP) unless otherwise agreed.

**Payment Schedule:** Unless otherwise agreed in writing, our standard payment terms are: • 50% deposit required before work commences • Remaining 50% due upon project completion before final delivery

**Invoices:** Invoices are due within 14 calendar days of the invoice date unless otherwise specified in the Service Agreement.

**Late Payment:** Overdue invoices will accrue interest at a rate of 8% per annum above the Bank of England base rate, as permitted under the Late Payment of Commercial Debts (Interest) Act 1998 (UK). We reserve the right to suspend services on accounts with overdue balances until payment is received.

**Taxes:** All fees are exclusive of applicable taxes (including VAT where applicable). You are responsible for any taxes applicable to your jurisdiction.

**Refunds:** Deposits are non-refundable once work has commenced. Refunds for partially completed work will be assessed on a case-by-case basis at our discretion.

**Client Materials:** You retain ownership of all content, data, and materials you provide to us ("Client Materials"). You grant us a non-exclusive, royalty-free licence to use Client Materials solely for the purpose of delivering the agreed services.

**Deliverables:** Upon receipt of full payment, we assign to you all intellectual property rights in the custom deliverables created specifically for your project, except as set out below.

**Retained Rights:** We retain ownership of: • Our pre-existing intellectual property, tools, frameworks, libraries, and methodologies used in delivering the services • General knowledge, skills, and experience acquired during the engagement • Any open-source components used, which remain subject to their respective licences

**Third-Party Components:** Where deliverables incorporate third-party software, libraries, or assets, your use of such components is subject to the applicable third-party licence terms. We will notify you of any material third-party licences that may affect your use of the deliverables.

**Portfolio Rights:** We reserve the right to reference the project and display non-confidential aspects of our work in our portfolio and marketing materials, unless you have requested otherwise in writing.

**Confidential Information:** Both parties agree to keep confidential any non-public, proprietary, or sensitive information disclosed by the other party in connection with the services ("Confidential Information"), and not to disclose such information to any third party without prior written consent.

**NDA:** We are willing to enter into a mutual Non-Disclosure Agreement ("NDA") prior to project commencement upon request. Please contact us at support@rewanza.com to request an NDA.

**Exceptions:** Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party prior to disclosure; (c) is independently developed by the receiving party; or (d) is required to be disclosed by law or court order.

**Duration:** Confidentiality obligations survive termination of the engagement for a period of 3 years.

**Our Warranties:** We warrant that: • Services will be performed with reasonable skill and care by qualified professionals • Deliverables will materially conform to the specifications agreed in the Service Agreement • We have the right to enter into these Terms and perform the services

**Client Warranties:** You warrant that: • You have the legal authority to enter into these Terms • Client Materials and any third-party content you provide do not infringe any third-party intellectual property rights, and you have obtained all necessary permissions • You will use our deliverables in compliance with applicable laws

**Disclaimer:** Except as expressly stated in these Terms or a Service Agreement, all services and deliverables are provided "as is" without any further warranty, express or implied, including implied warranties of merchantability, fitness for a particular purpose, or non-infringement.

**Liability Cap:** To the maximum extent permitted by applicable law, our total aggregate liability to you for any claims arising out of or related to these Terms or the services, whether in contract, tort (including negligence), or otherwise, shall not exceed the total fees paid by you to us in the 12 months preceding the claim.

**Exclusion of Consequential Loss:** Neither party shall be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of revenue, loss of data, loss of business opportunity, or loss of goodwill, even if advised of the possibility of such damages.

**Exceptions:** Nothing in these Terms limits or excludes liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot be limited or excluded under applicable law.

**Force Majeure:** We are not liable for any failure or delay in performing our obligations due to circumstances beyond our reasonable control, including natural disasters, acts of government, pandemics, cyberattacks, or telecommunications failures.

**Termination by Either Party:** Either party may terminate the engagement with 14 days' written notice.

**Termination for Cause:** Either party may terminate immediately upon written notice if the other party: (a) materially breaches these Terms and fails to remedy the breach within 14 days of written notice; (b) becomes insolvent or enters into liquidation or administration; or (c) engages in fraudulent or illegal conduct.

**Effect of Termination:** Upon termination: • You will pay for all work completed up to the date of termination on a pro-rata basis • We will provide you with all completed deliverables for which payment has been received • Each party will return or destroy the other's Confidential Information upon request • Sections relating to intellectual property, confidentiality, payment, limitation of liability, and governing law survive termination

You agree to indemnify, defend, and hold harmless Rewanza and its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to:

• Your use of our services in violation of these Terms or applicable law • Your breach of any representation or warranty in these Terms • Any claim that Client Materials infringe or misappropriate any third-party intellectual property rights • Your negligence or wilful misconduct

**Governing Law:** These Terms are governed by and construed in accordance with the laws of England and Wales, without regard to conflict of law principles.

**Jurisdiction:** Both parties submit to the exclusive jurisdiction of the courts of England and Wales to resolve any dispute arising out of or in connection with these Terms or the services, subject to the dispute resolution process below.

**Dispute Resolution:** Before initiating legal proceedings, both parties agree to attempt to resolve any dispute in good faith through negotiation. If a dispute cannot be resolved within 30 days of written notice, either party may refer the matter to mediation through a mutually agreed mediator or, failing agreement, through the Centre for Effective Dispute Resolution (CEDR). If mediation fails, either party may pursue legal proceedings.

In the event of a security breach affecting your data, we will:

• Notify you in writing within 72 hours of becoming aware of the breach • Provide details of the nature of the breach, data affected, and steps taken • Cooperate fully with any investigation and take reasonable steps to mitigate harm • Notify the relevant supervisory authority (UK ICO) where required by law

**Third-Party Services:** Shopify, Stripe, PayPal, Epic, Cerner, OpenAI, Chrome, and other third-party platforms referenced in our services are governed by their own terms of service and privacy policies. We are not liable for downtime, data breaches, API changes, or policy updates by these third parties. It is the client's responsibility to maintain valid accounts and comply with the applicable third-party terms.

**Source Code Delivery:** Upon project completion and receipt of full payment, we will provide you with full access to all custom source code developed for your project via a private repository or secure transfer.

**Entire Agreement:** These Terms, together with any applicable Service Agreement and our Privacy Policy, constitute the entire agreement between the parties regarding the subject matter and supersede all prior agreements, representations, and understandings.

**Amendments:** We may update these Terms from time to time. Material changes will be notified via our website or email. Your continued use of our services after such changes constitutes acceptance of the updated Terms.

**Severability:** If any provision of these Terms is found to be unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force and effect.

**Waiver:** Failure to enforce any provision of these Terms does not constitute a waiver of our right to enforce it in the future.

**Assignment:** You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign our rights and obligations to a successor in connection with a merger, acquisition, or sale of assets.

**Notices:** Formal notices under these Terms must be sent in writing to support@rewanza.com or to our registered office addresses.

If you have any questions about these Terms of Service, please contact us:

**Email:** support@rewanza.com **General Enquiries:** info@rewanza.com

**UK Office:** Rewanza, Office 16095 182-184 High Street North, East Ham London, E6 2JA, United Kingdom

**Development Team Office:** Rewanza, Office 34 Zamin Center, Lahore, Pakistan

We aim to respond to all legal enquiries within 5 business days.