Terms of ServiceThe ground rules, written down.

These Terms of Service (the “Terms”) form a binding agreement between you and Kivro Solutions (“Kivro”, “we”, “us”) concerning your access to and use of this website and, where no separate signed agreement exists, our provision of services. By using this website, or by instructing us to begin work in the absence of a signed agreement, you accept these Terms. If you do not accept them, please do not use the website.

We may update these Terms to reflect changes in our services, our legal obligations or our commercial arrangements. The version published on this page is the version that applies, and the “Last updated” date tells you when it changed. Where a change materially reduces your rights, we will give reasonable notice before it takes effect.

Kivro Solutions is a software engineering, product design and technology consulting studio. We provide strategy, user experience and interface design, web and mobile development, cloud and infrastructure work, AI and automation services, and ongoing support and maintenance. Our delivery team is based in Faisalabad, Pakistan, and we work with clients in the United Kingdom, Europe, North America and the Gulf region.

A precise business address and company registration particulars are provided in every signed agreement and invoice. Legal notices should be addressed as set out in the “Notices” clause below.

For clarity, the following capitalised terms carry these meanings throughout these Terms:

• “Agreement” — the contract formed by a signed statement of work, proposal, order form, or, where applicable, these Terms.
• “Client” — the individual or legal entity instructing Kivro to perform Services.
• “Deliverables” — the work product identified for delivery in the Agreement, excluding Background IP and Third-Party Materials.

• “Background IP” — any intellectual property owned or controlled by Kivro that existed before the Agreement, or is developed independently of it, including tools, libraries, templates, frameworks, generic code, know-how and methodologies.
• “Client Materials” — any content, data, branding, documentation or other material you provide to Kivro.
• “Confidential Information” — information disclosed between the parties that is designated confidential, or that a reasonable person would understand to be confidential given its nature and the circumstances.
• “Third-Party Materials” — open-source, off-the-shelf, third-party or client-provided components, products and services incorporated into or used in connection with the Deliverables, including third-party APIs, SDKs, fonts, imagery, models, plugins and paid tools.

• “IP Rights” — all intellectual property rights worldwide, including copyright, database rights, design rights, trademarks, trade secrets, patents and all analogous rights.
• “Personal Data” — has the meaning given in applicable data protection law.
• “Services” — the services described in the Agreement and, where no Agreement exists, the general consulting, design, development and support services described on this website.
• “Website” — this website and all pages, content and materials made available through it.

Kivro provides the following categories of Services. The precise scope, deliverables, timeline and fee for any engagement are set out in the applicable statement of work and take precedence over any general description here or on this website.

• Product strategy, discovery and technical consulting.
• User experience research, interface and product design, and design systems.
• Web application and website design and development, including e-commerce.
• Native and cross-platform mobile application development.
• AI, machine learning and workflow automation services, including intelligent agents and AI-native product features.
• Cloud architecture, infrastructure as code, DevOps, observability and deployment automation.
• Internet of Things, integrations and API development.
• Maintenance, support, performance optimisation and ongoing product iteration under a support and maintenance agreement.

Every engagement is scoped in writing. Nothing on this website constitutes a quote, a specification, a fixed price, a delivery commitment or an offer capable of acceptance.

Acceptable use

We grant you a limited, revocable, non-exclusive, non-transferable licence to view the Website and, where we make an account or client portal available, to use that account for the purposes it was created. You agree not to:

• Use the Website for any unlawful purpose, or in breach of any applicable law or regulation.
• Infringe, misappropriate or interfere with our IP Rights or those of any third party.
• Upload or transmit malware, malicious code, ransomware, or anything intended to harm our systems or our users.
• Attempt to gain unauthorised access to any account, server, network or restricted area, including by probing, scanning or credential attacks.
• Scrape, harvest or systematically extract content at volume, or use automated means to access the Website other than through a published interface.
• Transmit unsolicited bulk communications, spam or malware through any form on the Website, including our contact channels.
• Interfere with, disrupt or attempt to overload the Website, or bypass, overload or circumvent any rate limit, security or access control.
• Misrepresent your identity, impersonate anyone, or misrepresent the origin of content you submit to us.
• Copy, republish or exploit the Website content commercially without written permission.

Accounts and credentials

Where we provide you with access to project repositories, dashboards or a client portal, you are responsible for keeping your credentials confidential and for all activity carried out under your account. Tell us immediately if you believe your credentials have been compromised. We may suspend an account where we reasonably suspect compromise, unlawful activity, or a material breach of these Terms, and we will restore it once the position is resolved.

Feedback and submissions

If you send us suggestions, ideas, bug reports, or other feedback about the Website or our Services, you grant us a perpetual, worldwide, royalty-free, irrevocable licence to use and exploit that feedback without restriction or obligation, provided we do not identify you or use your confidential information without permission.

You may provide us with Client Materials — content, copy, imagery, brand assets, data, documentation, source files, access credentials, specifications or requirements. You confirm that you hold all rights necessary to provide those materials to us and to allow us to use them for the purposes of the engagement.

You grant Kivro a non-exclusive, worldwide, royalty-free, transferable (to subcontractors) licence to host, copy, modify, adapt and use Client Materials solely as necessary to perform the Services, to maintain and support the Deliverables during the support period, and to comply with our legal obligations. That licence ends when we no longer need the materials, except where a copy is retained in a routine backup, which is protected by the same confidentiality obligations.

Our intellectual property and background materials

Kivro and our licensors retain all IP Rights in the Website, our Services methodology, and all Background IP. Nothing in these Terms transfers ownership of our IP to you.

Ownership of the Deliverables

On receipt of payment in full of all fees due for the applicable Deliverables, we assign to you all IP Rights in the bespoke Deliverables we create specifically for you, excluding Background IP and Third-Party Materials. Ownership does not transfer while any invoice relating to those Deliverables remains unpaid, even if the work has been delivered. Until then, you have a limited, non-exclusive, revocable licence to use the Deliverables internally for evaluation and testing.

Where the Agreement provides for a licence rather than an assignment — for example for a retained design system or a product Kivro continues to use across clients — that licence prevails, and the Agreement will say so explicitly.

Our licence to embedded Background IP

Where Background IP is embedded in or necessary for your use of the Deliverables, we grant you a perpetual, irrevocable, worldwide, non-exclusive, royalty-free, transferable licence to use, copy, modify and create derivative works of that Background IP as part of or in connection with the Deliverables. This licence survives the end of the engagement. We do not charge separately for this licence unless the Agreement expressly says we do.

Third-Party and open-source components

Deliverables may incorporate Third-Party Materials. Those components remain subject to their own licences, and we do not assign rights we do not hold. We will identify material Third-Party Materials and any licence obligations with a distribution or attribution requirement in the handover documentation. Where a paid third-party tool, model, API, font or platform licence is required, you are responsible for obtaining and maintaining that licence and for the associated fees, unless the Agreement states otherwise. We will not incorporate a component with a licence that would require us to release our own proprietary source code without your prior written approval.

Pre-launch work

Work created before a project is formally launched — for example during a paid discovery phase, a proof of concept or a prototype — is subject to the same payment and assignment rule. It is either Background IP retained by us, or a paid Deliverable assigned to you on receipt of payment, in each case as stated in the Agreement or the relevant proposal.

Residual knowledge

Kivro retains the right to use general skills, techniques, ideas, know-how, patterns and experience retained in the unaided memory of its personnel, provided we do not disclose or use your Confidential Information, your Client Materials or anything specific to your business. This does not entitle us to reproduce a specific deliverable, design or code module created for you.

Portfolio and marketing rights

We would like to reference completed work in our portfolio and case studies because it is the most honest way to show what we can do. We will always ask first, and we will not publish anything involving confidential information, personal data, unreleased functionality or a third party’s brand without written approval. You may decline, or withdraw approval in writing at any time before publication, and we will remove the material from future publications. Declining costs you nothing and does not affect your engagement in any way.

Trademarks and trade names

You may not use our name, logo, trade marks or trade names, or the trade names of any client shown in a case study, without our prior written consent. This includes using them in your own marketing, domain names, app store listings, press releases and investor materials.

Fees are set out in the Agreement or the relevant proposal. An estimate is our good-faith opinion based on the information available when it was issued, not a fixed price. A fixed-price quote applies only to the scope it describes.

How we bill

• An advance payment or deposit is normally due on signature, before work begins. The percentage is stated in the Agreement.
• The balance is invoiced against agreed milestones, deliverables or time recorded against a budget. We invoice on completion of a milestone, not in advance of it, unless the Agreement says otherwise.
• Invoices state the amount, currency, the work they relate to, and our payment details. Bank charges deducted by your bank are your responsibility, so please instruct your bank to send the full amount.
• Fees exclude VAT, sales tax, goods and services tax and any withholding tax. Where you must withhold tax, please deduct it and remit it to your authority, then provide proof of remittance so we can claim the relevant treaty relief. We are responsible for our own taxes.
• Approved third-party costs — licences, media, stock imagery, cloud usage, travel, or expenses incurred on your behalf — are billed at cost or at the agreed mark-up, and we will not incur any single expense above the threshold stated in the Agreement without your written approval.
• Invoices are payable within 14 days of the invoice date unless the Agreement states otherwise. Work is not deemed complete for the purpose of invoicing until the corresponding Deliverable is delivered.

Late payment and suspension

Overdue amounts accrue interest at 4% per annum above the Bank of England base rate, accruing daily from the due date until payment, to the extent permitted by law. We will send a written reminder before escalating. If an invoice remains unpaid 21 days after its due date, we may suspend the Services and the affected Deliverables, and we may withhold handover of work in progress, on 5 business days’ written notice. We may also terminate in accordance with the termination clause. The cost of re-establishing a paused workstream may be charged at our standard rates.

Any advance payment already received is non-refundable to the extent it has been applied to work performed, resources reserved, or third-party commitments made. This does not affect your statutory rights as a consumer, nor your right to a refund where we have failed to deliver.

The cost and timeline of a project depend on the accuracy of the brief. Our estimates assume a defined scope, an agreed specification, and access to the systems, content, environments and third-party accounts the work depends on. Where any of those change, the cost and timeline change with them.

Change requests

If you would like something outside the agreed scope, or want to change something inside it, ask us. We will assess the impact on scope, cost and timeline and send a written change order. No change is binding, and no additional work is chargeable, until that change order is signed by both parties. We may decline a change, particularly where it would compromise quality, security or an agreed deadline.

Estimate validity and assumptions

• Estimates and quotations are valid for the period stated on them, normally 14 to 30 days. After that we may re-price.
• Client-provided assumptions — team availability, content readiness, data quality, existing architecture, third-party approval times, store review times — are documented in the Agreement.
• We do not control third-party review or approval cycles, such as app store review, domain registrar or payment-gateway onboarding, advertising platform approval, or certificate issuance. Those are excluded from any delivery commitment we give.
• A material change in the market or in the availability of a third-party service during the engagement is not a change request, but we will always tell you promptly and discuss options before acting.

Every timeline we publish is an estimate based on the plan at the time and on dependencies being met. We are not in breach of a timeline because of a delay caused by: incomplete or late feedback, content or materials; delayed access to repositories, environments, staging accounts or third-party services; changes requested by you; the time required for third-party review, approval or procurement; or events outside our reasonable control. We will always notify you as soon as we are aware of a likely slippage and propose a revised plan, because a week of notice is worth more to you than a defensive explanation.

How we handle a slippage

When we become aware that a date is at risk, we tell you immediately, state the specific reason rather than a general one, and present options with their cost and timeline impact. Where a revised plan is the right answer, we will put it in writing. A late but honest conversation is worth more to you than an optimistic date that slips quietly.

We can only deliver properly if you do your part. You agree to:

• Provide accurate, complete and timely information, materials, brand assets, content, requirements and access.
• Nominate a decision-maker with the authority to approve deliverables and sign off acceptance decisions within agreed timescales.
• Review work against the agreed criteria and provide consolidated, written feedback rather than a stream of conflicting inputs from multiple stakeholders.
• Comply with all laws applicable to the project, including export controls, sanctions, industry-specific regulation, advertising rules, and intellectual property law.
• Obtain any permissions, consents, licences or regulatory approvals required for your own content and its intended use, including rights of publicity and permissions from individuals whose data or likeness appears in the product.
• Ensure that the material you provide does not infringe the rights of others, and that you are entitled to grant us the licence described in the Client Materials clause.
• Not use the Deliverables in breach of any third-party licence or applicable law.

Where a failure on your part causes additional cost or delay, we may charge for the additional work at our then-current rates and revise the timeline accordingly, on written notice.

Where the Agreement provides for an acceptance procedure, it works as follows. We deliver a Deliverable and notify you. You have the review period stated in the Agreement — typically 10 business days — to confirm acceptance in writing, or to provide a single consolidated list of specific non-conformities against the agreed acceptance criteria. We will correct those non-conformities and resubmit. Repeated rejections of substantially the same item without new grounds, or a failure to respond within the review period, are treated as acceptance, as is your deployment of the Deliverable into production or continued production use of it.

Acceptance confirms that the Deliverable meets the agreed criteria. It does not waive latent defects, security vulnerabilities, or our obligation to correct work that materially fails to conform to the specification after acceptance. Reported issues must be raised within the warranty period in the Agreement, with enough detail for us to reproduce them.

Each party may disclose Confidential Information to the other in connection with the engagement. The receiving party will: keep it confidential; use it only for the purpose for which it was disclosed; protect it with at least the same care it applies to its own confidential information and in no event less than reasonable care; and disclose it only to its personnel, officers and professional advisers who need it and who are bound by equivalent confidentiality obligations.

Exclusions

These obligations do not apply to information that the receiving party can demonstrate: was lawfully in its possession free of any duty of confidence before disclosure; is or becomes public through no breach of these Terms; was lawfully received from a third party free of any duty of confidence; or is independently developed without use of or reference to the disclosing party’s Confidential Information. Where disclosure is compelled by law, a regulator or a court, the receiving party will, where legally permitted, notify the disclosing party in advance so that it can seek protective treatment.

Duration and return

These obligations continue for five years after the end of the engagement, and indefinitely for trade secrets and for personal data, for as long as it remains protected. On written request at the end of the engagement, each party will return or securely delete the other’s Confidential Information, except for copies retained in routine backups or required by law, which remain protected under these Terms.

Where Kivro processes Personal Data on your behalf in delivering the Services, we do so as your processor. Before processing begins we will sign a data processing agreement that sets out the subject matter, duration, nature and purpose of the processing; the categories of data subjects and data; our obligations to assist you with data-subject requests, DPIAs and regulator consultations; the approved sub-processor list; the technical and organisational security measures we will maintain; the location of processing; and the assistance we will provide in the event of a personal data breach.

Our commitments as processor

• Process Personal Data only on your documented instructions, including in relation to international transfers.
• Ensure that people authorised to process your data are subject to confidentiality obligations.
• Maintain the technical and organisational measures set out in the data processing agreement, consistent with the state of the art and the risk presented.
• Not engage a sub-processor without your prior specific or general written authorisation, and will give you the notice period required to object.
• Assist you, taking into account the nature of the processing, in responding to data-subject requests and in demonstrating compliance.
• Notify you without undue delay, and in any event within 24 hours of becoming aware, of a personal data breach affecting your data, and provide reasonable assistance with the notifications you are required to make.
• Make available the information necessary to demonstrate compliance and, where required, allow for and contribute to audits and inspections, subject to reasonable notice and confidentiality.
• At the end of the engagement, delete or return your Personal Data unless applicable law requires retention.

You agree to provide us with sufficient information to enable us to comply with these obligations, to notify us without undue delay of any instruction you receive from a data subject that you are unable to fulfil, and to ensure that your own collection of Personal Data is lawful. We do not use your data, or any derived insight about your users, for our own purposes or to train general-purpose models, without your specific written instruction.

What we warrant

We warrant that we will perform the Services with reasonable skill and care, that personnel assigned to the work will be competent and appropriately supervised, and that the Deliverables will materially conform to the specification agreed in the Agreement for the warranty period stated there. The warranty period is 90 days from acceptance unless the Agreement states otherwise. Our sole obligation for breach of this warranty is to re-perform the affected Services or correct the affected Deliverable at no additional charge.

What you warrant

You warrant that: you have the authority to enter into these Terms and the Agreement; Client Materials are accurate and do not infringe the rights of any third party; your instructions and requirements are lawful; the systems, environments and third-party services you provide are secure and appropriately licensed; and you will not use the Deliverables in a way that breaches these Terms or applicable law.

Disclaimer of warranties

Except as expressly stated above, and to the fullest extent permitted by law, Kivro disclaims all other warranties, express or implied, including any implied warranty of merchantability, satisfactory quality, fitness for a particular purpose, non-infringement, or that the Services or the Website will be uninterrupted, error-free or virus-free. The Website is provided on an “as is” and “as available” basis. Nothing in these Terms excludes a warranty or right that cannot lawfully be excluded, including consumer warranties where these Terms apply to a consumer transaction.

Third-party and AI-assisted output

We may use artificial intelligence tools as part of our internal process, and we review and are responsible for everything we deliver. We do not train client-specific models on your confidential materials without written consent, and we do not rely on any third-party service as a guarantee of a result. Features we mark as experimental, beta or proof-of-concept are provided for evaluation, are excluded from the warranty, and are not fit for production use until we confirm otherwise in writing.

Our indemnity to you

We will defend you against any third-party claim that the Deliverables, excluding Third-Party Materials and your Client Materials, infringe that third party’s IP Rights, and we will indemnify you against damages and costs finally awarded or agreed in settlement of such a claim, provided that: you notify us promptly and in writing; you give us sole control of the defence and settlement, provided we will not settle on terms that admit liability on your part or impose an obligation on you without your consent, not to be unreasonably withheld; you allow us access to the information and assistance we reasonably need; and you do not modify the Deliverables, continue to use them after notice of the claim, or use them in combination with material not supplied by us.

If such a claim is made or is likely, we may at our own expense procure the right for you to continue using the affected Deliverable, modify or replace them so they are non-infringing while remaining materially equivalent, or, if neither is commercially reasonable, terminate the affected part of the Services and refund fees paid for the affected Deliverables that you can no longer use. This is your exclusive remedy for an infringement claim.

Your indemnity to us

You will defend and indemnify us, our personnel and our affiliates against any third-party claim, demand, loss or expense (including reasonable legal fees) arising from: your Client Materials; your breach of these Terms; your use of the Deliverables in breach of these Terms or applicable law; or a claim that your instructions, requirements or specifications, as implemented at our direction, infringe a third party’s rights. We will notify you promptly, and the conduct of any claim subject to your indemnity is subject to the same control provisions set out above.

Indemnity procedure

The indemnified party will notify the indemnifying party of any claim promptly and in writing, will not admit liability or settle without written consent, and will provide reasonable cooperation at the indemnifying party’s expense. A failure to notify promptly reduces the indemnity only to the extent we are materially prejudiced by the delay.

Modern software runs on other people’s infrastructure. Your website host, app stores, payment gateways, authentication, messaging, AI model providers, analytics, CDNs, registries and any other third-party service remain under the control of their respective operators. Kivro does not warrant their availability, security, performance, pricing or continued operation, and is not liable for any loss caused by their acts or omissions. Where a third-party service changes its terms, pricing, model behaviour or API, we will inform you and, where practicable, propose an alternative.

You are responsible for ensuring that you hold the licences and permissions required to use the third-party services you or we select, and for complying with their terms of service. Where a third-party service requires your account or credentials, we will use them only for the agreed purpose and will ask before making changes to your account.

Unless the Agreement provides otherwise, a 30-day post-launch support window is included, during which we will correct defects attributable to the Deliverables at no additional charge. After that window, support, maintenance and further development are provided under a separate support and maintenance agreement, and are charged at our then-current rates.

What support covers

• Correction of defects that materially deviate from the agreed specification.
• Troubleshooting defects that prevent the Deliverable from performing its core function in a supported environment.
• Guidance on deployment, configuration and usage within the agreed environment.
• Security fixes for vulnerabilities in our own code that are assessed as affecting the Deliverable.

What support does not cover

• New features, significant enhancements, or work requested after the scope has changed.
• Issues caused by your modifications, by your or a third party’s environments, servers, code, content or configuration, or by changes to third-party services.
• Performance issues caused by data volumes, traffic patterns or infrastructure that exceed the volumes assumed in the Agreement.
• Support for environments we have not been given access to, and for issues that cannot be reproduced in a supported environment.
• Recovering data or rebuilding environments after your own changes, deletions or failures, unless this is expressly included.

We will always give you a clear distinction between a defect and a change request before quoting for work, so you are never billed for finding out that something was a bug.

We may suspend all or part of the Services, or withhold any Deliverable, on written notice where: an invoice remains unpaid beyond the period in the payment clause; you use the Services or Deliverables in a way that threatens the security or stability of our systems or of another client; you provide information or content that is unlawful, infringing or malicious; or we are required to do so by law or a competent authority. We will resume as soon as the cause is resolved, and the timeline will be revised to reflect the period of suspension.

Termination by either party

Either party may terminate the Agreement for material breach that is not remedied within 30 days of written notice describing the breach and what would remedy it. Either party may terminate immediately if the other becomes insolvent, enters liquidation or has a receiver appointed, or ceases to carry on business. We may terminate immediately, and without notice, where you breach the acceptable use obligations in a way that damages our systems or reputation, or where continuing would place us in breach of law.

Termination for convenience

Where the Agreement provides for termination for convenience, either party may terminate on the notice period stated there by giving written notice. Where no notice period is stated, 30 days’ written notice applies. On termination for convenience you remain liable for fees for Services performed and commitments made up to the effective date of termination, and for any non-cancellable third-party commitments we have entered into on your behalf.

What happens on termination

• We will stop performing the Services and, on request, hand over work in progress in the format set out in the Agreement, subject to payment of all amounts due.
• All unpaid invoices become immediately due, and we may charge for the reasonable cost of winding down an in-flight engagement.
• Your right to use Deliverables for which you have paid in full survives termination. Where a portion of the Deliverables depends on unpaid work, your licence in respect of that portion ends.
• Licences granted to you in embedded Background IP survive termination.
• Sections which by their nature should survive — confidentiality, intellectual property, payment obligations, indemnities, limitation of liability, governing law, and this clause — do survive.
• Termination does not affect any right or liability that accrued before termination.

Transition assistance

On request, and at our then-current rates, we will provide reasonable transition assistance for up to 30 days after termination, including knowledge transfer, export of materials in a commonly used format, and support for migration to another provider. We will do this even where the termination was our fault, because a professional handover is part of the job.

This clause is important. Please read it, and please ask us to explain anything in it that is unclear before you sign. Nothing in it excludes or limits our liability for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation, for any liability that cannot lawfully be limited, or for anything else that applicable law does not permit us to limit.

Excluded losses

Subject to the following, neither party is liable for indirect or consequential loss, or for loss of profit, revenue, business, opportunity, anticipated savings, goodwill, data or data expected to be derived, even if that loss was foreseeable or the party was advised of the possibility of it. This restriction does not apply to a claim under the data processing agreement for a personal data breach caused by our breach, nor to a claim for infringement of the other party’s IP Rights.

Aggregate liability cap

Subject to the exclusions below, each party’s total aggregate liability arising out of or in connection with the Agreement is limited to the total fees paid and payable by you under the Agreement in the 12 months immediately preceding the event giving rise to the claim.

Higher caps and uncapped liability

• Liability for breach of confidentiality, or for our misuse of your Personal Data, is limited to 150% of the same 12-month fee total.
• Liability under our IP infringement indemnity is limited to the same 12-month fee total.
• Nothing limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, for wilful misconduct or deliberate default, for your obligation to pay undisputed fees, or for any liability that cannot lawfully be limited.

Fairness and consumer rights

We have set these caps having regard to the fees payable and the availability of insurance. They apply equally to both of us. If any part of this clause is held unenforceable, the remainder continues in effect, and where a cap is held unenforceable, liability is limited to the maximum amount permitted by law. Nothing in these Terms limits your rights as a consumer under the Consumer Contracts Regulations or any equivalent legislation where it applies to your transaction.

Neither party is liable for failure or delay in performance caused by an event beyond its reasonable control, including acts of God, natural disaster, war, terrorism, civil unrest, epidemic or pandemic, government action, embargo, sanctions, labour dispute, utility or telecommunications failure, or failure of a third-party service we have relied on. The affected party will notify the other promptly and use reasonable endeavours to mitigate the impact. If the event continues for more than 60 days, either party may terminate the affected part of the Services on written notice without liability other than payment for work performed, provided we give you a full handover of work in progress and reasonable transition assistance at no charge.

Governing law and jurisdiction

Unless a separate signed agreement states otherwise, these Terms and any non-contractual obligation arising out of or in connection with them are governed by the laws of England and Wales, and the courts of England and Wales have exclusive jurisdiction. Where an engagement is contracted entirely with a client established in Pakistan and the Agreement says so, the governing law is that of Pakistan and the courts of Pakistan have exclusive jurisdiction, and the parties submit to the non-exclusive jurisdiction of the courts of Faisalabad, Punjab in that case.

Escalation before proceedings

1. 1Raise the concern in writing with the project lead, describing the issue and what outcome you are seeking.
2. 2If it is not resolved within 10 business days, escalate to a director-level owner on each side, who will meet or confer within a further 10 business days.
3. 3If the matter is still unresolved, the parties will in good faith consider mediation under the rules of an independent body such as CEDR in the United Kingdom or the local chamber of commerce and industry, with costs shared equally.
4. 4Only after those steps will either party commence proceedings.

This clause does not prevent either party from seeking urgent injunctive or other equitable relief from a court at any time, including for a breach of confidentiality or infringement of IP Rights.

Notices under these Terms must be in writing and sent by hand, by recorded delivery post, or by email to the addresses set out in the Agreement, or to info@kivrosolutions.com where no address has been given. A notice is deemed received: if sent by hand, on delivery; if sent by recorded post, at 9.00 on the second business day after posting; and if sent by email, at the time of transmission, provided no delivery failure message is received and a copy is sent by post where the notice relates to termination or a claim. This section does not apply to service of proceedings or other documents in any legal action, which must be effected by the relevant court rules.

• Entire agreement. These Terms, together with the Agreement and any documents expressly incorporated by it, constitute the entire agreement between us on their subject matter and replace all prior discussions, proposals and understandings, whether written or oral. Where you have relied on a statement, it must be set out in the Agreement for it to have contractual effect; nothing in our proposals, website content or sales conversations is a warranty.
• Variation. A variation is effective only if in writing and signed by or on behalf of both parties. Our continued acceptance of instructions does not amount to a variation.
• Assignment. You may not assign or transfer the Agreement without our prior written consent, which we will not unreasonably withhold or delay. We may assign the Agreement to a group company or to a successor in connection with a merger, reorganisation or sale of substantially all of our assets, on written notice, provided your rights are not reduced.
• Subcontracting. We may subcontract performance of parts of the Services. We remain responsible for the acts and omissions of our subcontractors as if they were our own, and the subcontractor confidentiality and data protection obligations bind them equally.
• Severability. If any provision is held invalid or unenforceable, it is modified to the minimum extent necessary to make it valid and enforceable, or if that is not possible, it is severed. The remaining provisions continue in full force.
• Waiver. A failure or delay in exercising a right is not a waiver of it. A waiver is effective only if given in writing, and only for the specific instance it addresses.
• Independent contractor. Kivro is an independent contractor and nothing in these Terms creates a partnership, joint venture, agency, employment or fiduciary relationship. Neither party may bind the other.
• No exclusivity. Nothing in these Terms makes the relationship exclusive. We work with many clients and you may engage other providers, subject to any exclusivity agreed in the Agreement.
• Non-solicitation. For 12 months after the end of an engagement, neither party will knowingly solicit for employment a member of the other party’s team who was materially involved in delivering that engagement. This does not restrict general advertising, unsolicited applications, or contacts made through an agent or recruiter, and it does not apply to a member who has left the other party’s employment of their own accord.
• Export control and anti-bribery. We both comply with applicable anti-bribery, anti-money-laundering, sanctions and export control laws. Neither of us will offer or accept a bribe or improper payment, and we may terminate immediately on written notice if we have good reason to believe the other has breached this clause.
• Publicity. We will not use your name, logo or trade marks in any press release, case study or marketing material without your prior written approval, and we will remove any approved material at your request.
• Third-party rights. A person who is not a party to these Terms has no right to enforce any of its terms, except that a person we incorporate a licence of whose IP into the Deliverables may enforce that licence.
• Counterparts. These Terms may be signed in counterparts, each of which is an original and all of which together constitute one agreement. Electronic signatures are valid and binding.
• Headings. Headings are for convenience only and do not affect interpretation. The words “including”, “includes” and “in particular” are illustrative and do not limit the words that precede them.

We may amend these Terms from time to time. The version in force is the one published on this page, and the “Last updated” date identifies when it changed. If a change affects a live engagement in a way that materially reduces your rights, we will notify you in writing at least 30 days before it takes effect. If you do not accept a change, you may terminate the affected engagement on written notice before the change takes effect and pay only for Services performed up to that date. Continuing to use the Website or receive Services after the change takes effect means you accept the revised Terms.

Archived versions are available on request. Your engagement is governed by the version of these Terms in force when it was signed, unless the Agreement expressly incorporates later versions.

Questions about these Terms, a request for a signed copy, or a concern before a formal step: write to us. We would much rather resolve a misunderstanding in an email than have it become a dispute.