Terms and Conditions

01Definitions and interpretation

In these Terms, the following expressions have the meanings set out below. Words in the singular include the plural and vice versa, and a reference to a statute includes any subordinate legislation made under it and any amendment or re-enactment of it.

• "Order" means a written proposal, quotation, Statement of Work or order form issued by Acceron and accepted by the Client, whether by signature, purchase order or written confirmation by email.
• "Services" means the professional services described in the applicable Order, including software development, consultancy, cloud engineering, security assessment and managed support.
• "Deliverables" means all software, source code, documentation, designs, reports and other materials created by Acceron specifically for the Client under an Order.
• "Client Materials" means all data, content, systems, credentials, specifications and other materials supplied by the Client or on the Client's behalf for the purposes of the Services.
• "Acceron Background IP" means intellectual property owned or licensed by Acceron before the Order, or developed independently of it, including internal frameworks, libraries, tooling and methodologies.
• "Charges" means the fees payable for the Services as stated in the Order, expressed in Pakistani Rupees (PKR) and exclusive of sales tax on services, withholding tax and any other levy unless stated otherwise.
• "Business Day" means Monday to Friday, excluding public holidays notified in Pakistan.
• "Business Hours" means 09:00 to 18:00 Pakistan Standard Time (UTC+5) on a Business Day.
• "Change Control" means the process set out in clause 4 for agreeing variations to scope, Charges or timescales.
• "Priority One" or "P1" means a fault causing complete unavailability of a production service, or material loss of or unauthorised access to data.

02Services

1. 2.1 Scope of supply

   Acceron will supply the Services described in the applicable Order with reasonable skill and care, in accordance with good industry practice, and using appropriately qualified and experienced personnel.

   Anything not expressly described in the Order is outside scope. This includes, without limitation, third-party licence procurement, data entry, content authoring, hardware supply and training beyond the sessions specified.

2. 2.2 Personnel

   Acceron determines which of its personnel perform the Services and may substitute personnel of equivalent skill and seniority. Where an Order names an individual as a key person, Acceron will notify the Client before substituting that individual and will provide a reasonable handover.

   All personnel performing the Services are employees or long-term contractors of Acceron. Acceron will not subcontract delivery of the Services to a third-party agency without the Client's prior written consent.

3. 2.3 Service levels

   Where an Order includes managed support, the service levels, response targets and any service credits are set out in the accompanying service description. Response targets are measured from the time a correctly categorised ticket is received.

   Acceron provides Priority One incident cover 24 hours a day, 365 days a year on every managed support engagement. All other priorities are handled during Business Hours unless the Order states otherwise.

4. 2.4 Timescales

   Any dates given for delivery are estimates made in good faith on the basis of the information available at the time. Acceron will notify the Client promptly if a milestone is at risk, together with the reason and the proposed recovery plan.

   Time is not of the essence unless the Order expressly states that a specific date is a condition of the contract.

03Quotations and Orders

A quotation issued by Acceron is an invitation to treat and does not constitute a binding offer. A contract is formed only when Acceron receives the Client's written acceptance of an Order, or when Acceron commences the Services with the Client's written authority.

Quotations are valid for 30 days from the date of issue unless a different validity period is stated. After that period Acceron may re-price the work, in particular where third-party costs, exchange rates or the Client's requirements have changed.

Fixed-price quotations are prepared on the basis of a defined scope and the assumptions recorded in the Order. Where those assumptions prove materially incorrect through no fault of Acceron, the Charges may be revised through Change Control.

Acceron offers a fixed-price discovery engagement, quoted against the scope recorded in the Order. Where the Client proceeds to a build phase with Acceron within six months, the discovery fee is credited in full against the Charges for that phase.

04Charges and change control

1. 4.1 Currency and taxes

   All Charges are stated in Pakistani Rupees (PKR) and are exclusive of all taxes. Any sales tax on services, federal excise duty or equivalent levy properly chargeable in Pakistan is added to the invoice at the prevailing rate.

   Acceron is a registered IT and IT-enabled services exporter with the Pakistan Software Export Board. Where the Services are exported to a client established outside Pakistan and the export proceeds are received through normal banking channels, the supply is zero-rated for Pakistani sales tax on services and no such tax is added to the invoice.

   Clients established in Pakistan are charged sales tax on services at the prevailing Punjab Revenue Authority rate, and Acceron will issue a compliant tax invoice.

   Any value added tax, goods and services tax, sales tax, import levy or withholding tax imposed in the Client's own jurisdiction is the Client's responsibility. Charges are payable in full without deduction or withholding. Where the Client is required by law to withhold tax, the Client will gross up the payment so that Acceron receives the full invoiced amount, and will supply a withholding tax certificate on request so that relief may be claimed under any applicable double taxation treaty.

2. 4.2 Pass-through costs

   Cloud hosting, software licences, third-party subscriptions and similar costs incurred on the Client's behalf are recharged at cost with no mark-up, itemised separately on the invoice with the underlying supplier statement available on request.

   Travel and accommodation reasonably incurred at the Client's request are recharged at cost. Acceron will obtain the Client's written approval before incurring travel costs on any single trip.

3. 4.3 Change control

   Either party may request a change to the scope, Charges or timescales of an Order. Acceron will assess the request and issue a written change note stating the effect on Charges, timescales and dependencies.

   No change takes effect until the change note is approved in writing by both parties. Acceron will not carry out chargeable work outside the agreed scope without an approved change note, and the Client is not liable for work carried out without one.

4. 4.4 Annual review

   Charges under a retainer may be reviewed once in each twelve-month period, with effect no earlier than the anniversary of the commencement date. Acceron will give at least 60 days' written notice of any increase.

   Increases will not exceed the greater of 5% or the annual percentage change in the Consumer Price Index published by the Pakistan Bureau of Statistics for the month three months before the notice, unless a material change in the Client's requirements justifies otherwise.

05Payment terms

Retainer Charges are invoiced monthly in advance. Fixed-price project Charges are invoiced against the milestones stated in the Order. Time-and-materials Charges, where agreed, are invoiced monthly in arrears against a timesheet.

Invoices are payable within 14 days of the invoice date, in Pakistani Rupees by electronic bank transfer to the account stated on the invoice. Payment by corporate card is accepted up to the limit stated on the invoice. All payments are made through normal banking channels in accordance with State Bank of Pakistan regulations.

All sums are payable in full without set-off, counterclaim, deduction or withholding, except as required by law.

If any sum is not paid when due, Acceron may charge interest on the overdue amount at 3% above the State Bank of Pakistan policy rate, accruing daily from the due date until payment, together with the reasonable costs of recovery.

Where an invoice remains unpaid 30 days after its due date, Acceron may, having given at least 7 days' written notice, suspend the Services until payment is received in full. Acceron will maintain Priority One incident cover during any such suspension where the Client's end users would otherwise be affected.

The Client must notify Acceron of any disputed invoice item within 10 Business Days of receipt, stating the grounds. Undisputed amounts on the same invoice remain payable by the due date.

06Refunds and cancellation

These Terms apply to business-to-business supplies. Acceron does not contract with consumers, and the statutory cancellation rights that apply to consumer contracts are not engaged.

Where the Client cancels a fixed-price phase before work commences, Acceron will refund all sums paid for that phase less any third-party costs already committed and any discovery work already delivered.

Where the Client cancels a fixed-price phase after work has commenced, Acceron will invoice for work properly performed up to the date of cancellation, valued on a proportionate basis against the milestones in the Order, and will refund any balance already paid within 14 days.

Retainer Charges paid in advance are refunded pro rata from the effective date of termination, except during a minimum term, where Charges for the remainder of that term remain payable.

Where Acceron fails to deliver a Deliverable that materially conforms to the Order, and does not remedy that failure within 30 days of written notice, the Client may reject the Deliverable and receive a full refund of the Charges attributable to it. This is the Client's primary remedy for non-conforming Deliverables.

Discovery and assessment fees are non-refundable once the report or costed scope has been delivered, because the work product is delivered to the Client for its own use whether or not it proceeds to a build phase.

07Client obligations

The performance of Acceron's obligations depends on the Client's cooperation. The Client will:

• Provide timely access to the personnel, systems, environments, credentials, data and documentation reasonably required, and nominate an authorised representative empowered to make decisions and approve change notes.
• Respond to requests for information, decisions or approvals within 5 Business Days, or such other period as the Order states.
• Ensure that all Client Materials are accurate, lawfully held, and that the Client has all necessary rights, consents and lawful bases for Acceron to process them for the purposes of the Services.
• Maintain suitable backups of its own data independently of the Services, except where backup is an express Deliverable under the Order.
• Obtain and maintain all licences, consents and permissions required for Acceron to perform the Services, including third-party software licences and authorisation for any security testing.
• Comply with all applicable laws and, where the Services involve regulated activity, notify Acceron in writing of any regulatory requirement that affects delivery.
• Not knowingly introduce malicious code into any environment used for the Services, and promptly notify Acceron of any suspected security incident affecting a shared environment.

08Client delay

If Acceron is prevented from performing the Services by an act or omission of the Client, including failure to provide access, information or approvals, Acceron may adjust the timescales in the Order accordingly.

Where the Client's delay causes Acceron's personnel to be unproductive for more than 5 consecutive Business Days, Acceron may recharge the reasonable standing cost of the retained team, capped at 60% of the applicable Charges for the affected period. Acceron will give written notice before applying any such charge and will use reasonable efforts to redeploy personnel first.

09Intellectual property

1. 9.1 Deliverables

   Subject to payment in full of all Charges due for the relevant phase, Acceron assigns to the Client, with full title guarantee, all intellectual property rights in the Deliverables created specifically for the Client under the Order, including source code, infrastructure definitions, designs and documentation.

   Until payment in full, the Client is granted a non-exclusive, non-transferable licence to use the Deliverables for its internal business purposes only.

2. 9.2 Acceron Background IP

   Acceron retains all rights in Acceron Background IP. Where Acceron Background IP is embedded in a Deliverable, Acceron grants the Client a perpetual, irrevocable, worldwide, royalty-free, non-exclusive licence to use, modify and maintain it as part of that Deliverable, including the right to sub-licence to a successor supplier for that purpose.

   Nothing in an Order transfers ownership of Acceron Background IP, and Acceron remains free to use its general skills, know-how and experience gained in performing the Services.

3. 9.3 Client Materials

   The Client retains all rights in Client Materials and grants Acceron a non-exclusive licence to use them solely for the purpose of performing the Services for the duration of the Order.

4. 9.4 Third-party and open-source components

   Deliverables may incorporate third-party or open-source components, which remain subject to their own licence terms. Acceron will maintain and provide a bill of materials listing such components and their licences, and will not knowingly incorporate a component whose licence would require the Client to disclose its own proprietary source code without first obtaining written approval.

5. 9.5 Publicity and reference

   Acceron will not identify the Client as a client, or describe the Services, in any public material without the Client's prior written consent. Consent given for one publication does not extend to another.

10Confidentiality

Each party will keep confidential all information disclosed by the other that is marked as confidential or that a reasonable person would regard as confidential, including commercial terms, technical information, business plans and personal data.

Confidential information may be disclosed only to those personnel, professional advisers and approved subcontractors who need it to perform the contract, and who are bound by equivalent obligations of confidence.

These obligations do not apply to information that is or becomes public through no breach of this clause, was lawfully known to the recipient before disclosure, is independently developed without reference to the disclosed information, or is required to be disclosed by law, a court, or a regulator — in which case the recipient will, where lawfully permitted, notify the other party first.

Confidentiality obligations continue for five years after termination of the Order, and indefinitely in respect of personal data, source code and trade secrets.

Each party will return or securely destroy the other's confidential information within 30 days of a written request following termination, except where retention is required by law or by the terms of an active support arrangement.

11Data protection

Where Acceron processes personal data on the Client's behalf, the Client is the controller and Acceron is the processor. The parties will enter into a data processing agreement incorporating the terms required by Article 28 of the UK and EU General Data Protection Regulation, together with Standard Contractual Clauses where applicable, before any personal data is transferred.

Acceron Technologies (Private) Limited has appointed a Data Protection Officer, contactable at [email protected], who is accountable to the board for data protection compliance across all engagements.

Acceron will process personal data only on the Client's documented instructions, apply appropriate technical and organisational measures, ensure personnel are bound by confidentiality, assist with data subject requests and impact assessments, and notify the Client without undue delay and in any event within 24 hours of becoming aware of a personal data breach.

Acceron will not engage a sub-processor without the Client's general or specific authorisation, will maintain a current list of sub-processors, and will give at least 30 days' written notice of any intended change, during which the Client may object on reasonable grounds.

International transfers of personal data are made only where an adequacy regulation applies, or under the UK International Data Transfer Addendum or EU Standard Contractual Clauses, supported by a transfer risk assessment.

Further detail on how Acceron handles personal data in its own right, including website visitors and enquirers, is set out in our Privacy Policy.

12Warranties

Acceron warrants that the Services will be performed with reasonable skill and care by suitably qualified personnel, and in accordance with good industry practice.

Acceron warrants that, for 90 days from acceptance, each Deliverable will materially conform to the specification in the Order when used in the environment and manner described. Acceron will remedy any non-conformity notified within that period at no charge.

Acceron warrants that it has the right to grant the licences and make the assignments set out in clause 9, and that the Deliverables will not, to the best of its knowledge, infringe the intellectual property rights of any third party.

The warranty in respect of Deliverables does not apply to defects arising from modification by anyone other than Acceron, use contrary to documentation, faults in Client Materials or third-party systems, or the Client's failure to apply a patch or update Acceron has recommended in writing.

Acceron does not warrant that software will be free from all defects, that it will operate without interruption, or that it will be secure against every future vulnerability. No such warranty is achievable in respect of software, and no supplier that gives one should be believed.

Except as expressly stated in these Terms, all warranties, conditions and terms implied by statute or common law are excluded to the fullest extent permitted by law.

13Limitation of liability

Nothing in these Terms limits or excludes either party's liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be limited or excluded under the applicable law.

Subject to the paragraph above, neither party is liable to the other for loss of profit, loss of revenue, loss of anticipated savings, loss of business opportunity, loss of goodwill, or any indirect or consequential loss, in each case whether arising in contract, tort (including negligence), breach of statutory duty or otherwise.

Subject to the first paragraph of this clause, Acceron's total aggregate liability arising out of or in connection with an Order is limited to the greater of (a) 125% of the total Charges paid and payable by the Client under that Order in the twelve months preceding the event giving rise to the claim, or (b) the minimum liability floor stated in the Order.

The Client's liability for Charges properly due, and either party's liability for breach of confidentiality or infringement of the other's intellectual property rights, is not subject to the cap in the paragraph above.

Acceron is not liable for loss of or damage to Client data to the extent that the Client has failed to maintain the backups required by clause 7, or where the loss arises from a defect in a third-party service outside Acceron's control.

Acceron maintains professional indemnity insurance and public liability insurance per claim. Certificates stating the current limits of indemnity are available on request.

No claim may be brought under an Order more than two years after the date on which the claimant became aware, or ought reasonably to have become aware, of the facts giving rise to it.

14Indemnity

Acceron will indemnify the Client against any award of damages and reasonable legal costs arising from a third-party claim that a Deliverable infringes that third party's intellectual property rights, provided the Client notifies Acceron promptly, gives Acceron sole conduct of the defence and settlement, and does not make any admission without Acceron's consent.

Acceron may, at its option, modify or replace the affected Deliverable so that it ceases to infringe, procure the right for the Client to continue using it, or refund the Charges paid for it and terminate the affected part of the Order.

This indemnity does not apply where the claim arises from Client Materials, from the Client's modification of a Deliverable, or from use of a Deliverable in combination with something Acceron did not supply or approve.

The Client will indemnify Acceron against any claim arising from Client Materials, including any claim that Acceron's use of them in accordance with the Order infringes a third party's rights or breaches data protection law.

15Force majeure

Neither party is liable for any failure or delay in performing its obligations to the extent caused by an event beyond its reasonable control, including act of God, flood, fire, earthquake, epidemic or pandemic, war, armed conflict, terrorism, civil commotion, nuclear or chemical contamination, imposition of sanctions, government action, industrial action by third parties, failure of public telecommunications or power networks, or failure of a third-party cloud provider or internet backbone.

A party affected by such an event will notify the other in writing as soon as reasonably practicable, describe the effect on its obligations, and use reasonable endeavours to mitigate and resume performance.

Payment obligations for Services already properly performed are not suspended by this clause.

If the event continues for more than 60 consecutive days, either party may terminate the affected Order by giving 30 days' written notice, without liability other than for Services already performed.

16Suspension and termination

Either party may terminate an Order for convenience by giving 30 days' written notice, save that a retainer may not be terminated for convenience before the end of any minimum term stated in the Order.

Either party may terminate an Order immediately by written notice if the other commits a material breach and fails to remedy it within 30 days of written notice specifying the breach and requiring its remedy, or if the other becomes insolvent, has an administrator or receiver appointed, enters into a voluntary arrangement with its creditors, or ceases to carry on business.

Acceron may suspend the Services under clause 5 for non-payment, and may terminate immediately where the Client's conduct would require Acceron to breach the law, breach a professional obligation, or act contrary to a regulator's direction.

On termination for any reason, the Client will pay for all Services properly performed and all third-party costs committed up to the effective date, and each party will comply with clause 10 in respect of confidential information.

Acceron will provide reasonable exit assistance for up to 60 days following termination, including transfer of Deliverables, documentation, credentials and data in a commonly used format, and a handover briefing. Exit assistance beyond that included in the Order is chargeable at Acceron's then-current rates, quoted in advance.

Clauses relating to definitions, payment, intellectual property, confidentiality, data protection, warranties, limitation of liability, indemnity and governing law survive termination.

17Dispute resolution

The parties will attempt in good faith to resolve any dispute by negotiation between their nominated representatives within 15 Business Days of written notice of the dispute.

If the dispute is not resolved, the parties will escalate it to a director of each party for a further 15 Business Days.

If the dispute remains unresolved, it will be referred to arbitration by a sole arbitrator under the Arbitration Act 1940, seated in Lahore, with the proceedings conducted in English and the costs shared equally unless the arbitrator directs otherwise. Where both parties agree in writing, the arbitration may instead be administered under the ICC Rules. Nothing in this clause prevents either party from seeking interim or injunctive relief, or from pursuing a claim for an undisputed debt, at any time.

18General provisions

Assignment. Neither party may assign or transfer an Order without the other's prior written consent, save that either party may assign to a successor of its business by way of merger or reconstruction on written notice.

Entire agreement. The Order and these Terms constitute the entire agreement between the parties and supersede all prior discussions, representations and proposals. Neither party relies on any statement not set out in them, save in respect of fraudulent misrepresentation.

Variation. No variation has effect unless agreed in writing and signed by an authorised representative of each party, or agreed through Change Control under clause 4.

Waiver. A failure or delay in exercising a right is not a waiver of it, and no single or partial exercise prevents further exercise.

Severance. If any provision is found to be invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, or if that is not possible, deleted, without affecting the remaining provisions.

No partnership. Nothing creates a partnership, joint venture, agency or employment relationship between the parties.

Third-party rights. An Order is enforceable only by the parties to it. No other person acquires any right to enforce any of its terms.

Notices. Notices must be in writing and sent to the addresses stated in the Order, or in Acceron's case to the registered office above, marked for the attention of the Company Secretary, with a copy by email to [email protected]. Notice is deemed given on delivery if by hand, on the second Business Day after posting if by first-class post, or on the next Business Day if by email.

Anti-bribery, sanctions and labour standards. Each party will comply with all applicable anti-bribery, anti-money-laundering, sanctions and labour laws — including the National Accountability Ordinance 1999 and, where they apply to the Client, the UK Bribery Act 2010 and the US Foreign Corrupt Practices Act — and will maintain appropriate policies and records.

Counterparts. An Order may be executed in counterparts and by electronic signature, each of which is an original.

19Governing law and jurisdiction

These Terms and any Order, and any dispute or claim arising out of or in connection with them (including non-contractual disputes or claims), are governed by and construed in accordance with the laws of the Islamic Republic of Pakistan.

Subject to the arbitration provisions in clause 17, the parties irrevocably agree that the courts at Lahore, Pakistan have exclusive jurisdiction to settle any such dispute or claim.

Where a Client's procurement rules require a different governing law or jurisdiction, that may be agreed in a signed Master Services Agreement, which will prevail over this clause to the extent of the variation.

The United Nations Convention on Contracts for the International Sale of Goods does not apply.

20Contacting us about these Terms

Questions about these Terms, or requests for an earlier version, should be directed to the Company Secretary at Acceron Technologies (Private) Limited, Building 35, Block L, Johar Town, Lahore, 54782, Pakistan, or by email to [email protected].

General enquiries can be made by telephone on +92 322 624 5527 during Monday to Friday, 09:00 – 18:00 (PKT, UTC+5), or by email to [email protected].