Scope of services
Services are defined in a written statement of work, proposal, order form, or approved change request. Scope may include discovery, PRDs, technical architecture, implementation planning, software development, AI features, OCR, facial recognition, liveness checks, data workflows, deployment, documentation, migration, training, and post-launch support.
Discovery outputs, architecture, technical recommendations, implementation plans, and other early-stage project artifacts are billable deliverables even if the client later decides not to proceed to full implementation.
Milestones and earned fees
- Unless a signed project document states otherwise, fees are split into three milestones: 40% at project start or reserved-capacity kickoff, 30% when the MVP or equivalent review package is released, and 30% when final delivery is ready or deemed accepted before handover.
- The 40% kickoff milestone becomes earned and non-refundable once work starts, delivery capacity is reserved, or project infrastructure and staffing are committed.
- The 30% MVP milestone becomes earned when we release the MVP, staging environment, review build, technical package, or similar milestone deliverable for testing or evaluation.
- The final 30% becomes due when the final scoped deliverables are ready for release, when final acceptance is given, or when acceptance is deemed under the review process below.
- Invoices are due within 7 calendar days unless a different written due date applies.
Delivery and acceptance
We deliver milestone work through the agreed channels and may provide release notes, walkthroughs, demo recordings, test credentials, or review instructions. The client has 5 business days after release to provide one consolidated written rejection that identifies specific deviations from the written scope.
Deliverables are deemed accepted if the client does not submit a timely scope-based rejection, uses the deliverables in production or operationally, directs us to continue to the next phase, or requests out-of-scope changes before rejecting the in-scope release. Requests for improvements, optimizations, additional features, or newly discovered preferences do not delay milestone earning or acceptance unless they identify a verifiable failure against the written scope.
Client dependencies and pauses
Delivery depends on timely client approvals, assets, test data, subject-matter decisions, infrastructure access, legal/compliance input, and third-party credentials. If any client dependency is late, inaccurate, or incomplete, the schedule pauses automatically and delivery dates shift accordingly.
A client-caused pause of more than 10 business days allows us to re-plan staffing, sequencing, and timelines. A pause of more than 30 days is treated as a client-initiated suspension and may require a re-quote, restart fee, refreshed scope, or updated delivery schedule before work resumes.
Change control
Any new requirement, changed assumption, dependency shift, vendor substitution, compliance addition, or technical expansion outside the approved scope requires a written change request. Change requests may revise pricing, timing, acceptance criteria, environments, or post-launch obligations.
Completion and handover
A project is complete when the final scoped deliverables are ready for delivery or deemed accepted under the review window. Before full payment, the client receives only a revocable internal evaluation right for review materials and no final source code, design source files, production credentials, admin transfer, assignment, or unrestricted license.
Final handover occurs only after all earned milestones, approved changes, third-party pass-through costs, reimbursable expenses, late charges, and chargeback reversals have cleared. Handover may include the final repository, design source files, deployment assets, admin credentials, domain or vendor transfer materials, and ownership or license documents if those items are expressly included in the project scope.
Warranty, support, and maintenance
Unless a signed agreement provides otherwise, we offer a limited 14 calendar day warranty after final delivery readiness for reproducible defects that materially fail to match the written scope. The warranty applies only if the client promptly reports the issue with enough information for us to reproduce it.
The warranty does not cover new features, scope expansions, user training, content changes, client-side modifications, third-party platform updates, external API changes, hosting or provider outages, data-quality issues, unsupported environments, or legal/compliance changes arising after delivery. After the warranty period, all support, maintenance, bug fixes, enhancements, and update requests are billable unless covered by a separate paid support arrangement.
Confidentiality
Each party must protect the other's confidential information using reasonable care and may use it only for the engagement. We may retain internal copies of project records, billing documents, technical evidence, and communications needed for legal compliance, audit trails, support history, and enforcement of payment rights.
Security and data handling
We apply commercially reasonable security controls, including access restriction, least privilege, encrypted transport, environment separation where appropriate, and authentication controls for administrative access where supported. Personal data handling remains subject to our Privacy Policy and any signed data processing commitments.
IP, background technology, and portfolio
Faha Studio retains ownership of all background technology, reusable code, templates, prompts, workflows, methodologies, internal tooling, libraries, and generalized know-how used to produce the deliverables. Upon full payment, the client receives the ownership transfer or license expressly stated in the signed scope and only for the final paid deliverables.
We may reference the engagement in our portfolio unless the parties agree otherwise in writing, but we will not disclose confidential implementation details beyond what is authorized.
Suspension and payment default
If an invoice is overdue, a chargeback is initiated, or withholding documentation remains unresolved, we may suspend implementation, maintenance, hosting, deployments, milestone delivery, support access, or handover. We may also secure non-public environments, rotate temporary credentials, and preserve evidence needed to defend our rights, provided we do not transfer final deliverables before full settlement.
Termination and client stop-work
Either party may terminate for material breach if the breach is not cured within a reasonable written cure period, or within 5 business days for a payment default after formal notice. If the client stops work, pauses indefinitely, abandons, cancels for convenience, shuts down its business, loses funding, changes strategy, or decides not to launch, the client remains responsible for all earned milestones, work performed to date, approved changes, non-cancellable vendor costs, reserved non-redeployable capacity, and documented recovery expenses permitted by law.
If termination occurs before final handover, we may withhold repositories, source assets, and transfer materials until the account is fully paid.
Liability and indemnity
We are not liable for indirect, incidental, special, exemplary, or consequential damages, including lost profits, business interruption, financing loss, or lost opportunity. Our total liability for a claim is limited to the fees paid for the specific services giving rise to that claim, except to the extent a non-waivable law requires otherwise.
Clients indemnify Faha Studio against third-party claims arising from client-provided materials, unlawful use of the deliverables, lack of required consents, or regulated activity the client asked us to support without accurate legal or compliance instructions.
Governing law
Unless the signed scope states otherwise, this agreement is governed by the laws of Bangladesh. Bangladesh-based clients submit to the courts of Dhaka. International clients must first attempt executive negotiation for 15 business days after written notice of dispute, then resolve the dispute by arbitration seated in Dhaka, Bangladesh, while either party may seek interim or protective relief from a competent court where legally available.