Agreement and authority
By accessing our website, requesting a proposal, issuing a purchase instruction, approving a statement of work, or using our services, you agree to these terms for business purposes. If you act for a company, fund, agency, or other entity, you represent that you have authority to bind that entity.
These terms are drafted for B2B custom software, AI implementation, consulting, deployment, and related digital services. Consumer-style cancellation or refund assumptions do not apply unless required by non-waivable law or expressly stated in a signed agreement.
Document precedence
If multiple project documents apply, they control in this order to the extent of any conflict: signed master services agreement, order form, or statement of work; then this Service Agreement baseline; then these Terms and Conditions; then the Refund Policy and Privacy Policy for their specific subject matter. Proposals, invoices, handover checklists, release notices, and approved change requests form part of the commercial record and should be interpreted consistently with that order.
Services and scope
We provide custom software and AI-related services only against written commercial scope. Project documents may include discovery, PRDs, technical architecture, implementation plans, OCR, facial recognition, liveness checks, integrations, deployment work, maintenance, and other deliverables. Any work outside the written scope requires written approval before execution.
We may refuse, suspend, or limit work that creates legal, regulatory, security, sanctions, fraud, or reputational risk, or that depends on third-party systems that cannot be accessed or lawfully used.
Payments and charges
- Unless a signed commercial document states otherwise, project fees are billed in three milestones: 40% at kickoff or capacity reservation, 30% when the MVP or equivalent review package is released, and 30% when final delivery is ready or deemed accepted before handover.
- Invoices are due within 7 calendar days of issue unless a different written due date applies.
- Overdue amounts may accrue the lesser of 1.5% per month or the maximum lawful rate, calculated from the due date until paid.
- Clients are responsible for taxes, duties, transfer charges, currency conversion fees, and legally required withholding. If withholding applies, the client must provide valid supporting records promptly.
- Documented bank, processor, chargeback, collection, recovery, and legal costs arising from non-payment or wrongful payment reversal may be charged to the client to the extent permitted by law.
Delivery, acceptance, and handover
Review access, demos, staging environments, review builds, technical plans, partial repositories, presentations, and similar milestone materials are provided only so the client can evaluate progress. They do not constitute final handover, unrestricted use rights, source transfer, or IP assignment.
Final handover occurs only after all fees, approved changes, reimbursable costs, recovery charges, and chargeback reversals are fully paid. Until then, the client receives only the limited review and evaluation rights expressly granted in writing.
Client responsibilities
- Provide timely decisions, approvals, assets, access credentials, legal clearances, and accurate technical information.
- Ensure all client-provided materials, datasets, prompts, models, and content are lawfully obtained and may be used for the project.
- Maintain their own backups and internal records before, during, and after deployment or handover.
- Use the deliverables only for lawful purposes and in compliance with applicable sectoral, privacy, employment, and platform rules.
Intellectual property
Faha Studio retains ownership of all background IP, reusable modules, templates, prompts, workflows, internal tools, automation assets, methods, libraries, and generalized know-how used or developed in the course of providing services. Upon full payment, the client receives only the ownership transfer or license expressly described in the signed scope.
Until full payment clears, including reversal of any chargeback or payment dispute, Faha Studio retains all rights in the deliverables and may withhold repositories, design source files, production credentials, deployment materials, and transfer-ready documents.
Suspension and remedies
If payment is late, a chargeback is initiated, approvals are withheld, or a client dependency blocks delivery, we may suspend work, support, hosting, environments, deployments, access credentials, milestone releases, or handover until the account and project dependencies are current. Delivery dates automatically extend to reflect the delay.
Client business shutdown, funding loss, investor withdrawal, internal restructuring, strategy change, or non-use of the deliverables does not cancel earned fees, reimbursable costs, or payment obligations for completed work, reserved capacity, or approved third-party commitments.
Termination effects
If the engagement is terminated for client default or client convenience, the client must pay all earned milestones, work performed to date, approved changes, non-cancellable third-party costs, reserved non-redeployable capacity, and documented recovery expenses permitted by law. Completed handover materials are released only after full settlement.
General legal terms
Delays caused by events beyond reasonable control, including infrastructure failures, provider outages, cyber incidents, war, civil unrest, natural disaster, labor disruption, export restrictions, or government action, extend performance timelines for the affected period. Failure to enforce a right once is not a waiver of that right later. If any provision is unenforceable, the remaining provisions continue in effect.
Payment obligations, accrued fees, IP restrictions, confidentiality duties, data-retention rights related to disputes, suspension rights, liability limits, and dispute-resolution provisions survive expiration or termination. Formal notices must be sent to the contract contact points or to hello@faha.studio unless another written notice address is agreed.
Disputes and governing law
These terms are governed by the laws of Bangladesh. For Bangladesh-based clients, the courts in Dhaka have exclusive jurisdiction. For international clients, the parties will first attempt good-faith executive negotiation for 15 business days after written notice of dispute, then resolve the matter by arbitration seated in Dhaka, Bangladesh, while either party may seek interim or protective relief from a competent court where legally available.
Changes and contact
We may update these terms as our services, legal requirements, or delivery practices evolve. The effective date above reflects the latest version. Email hello@faha.studio for questions or to request signed commercial contracting documents aligned with these terms.