Terms of Service

These Terms of Service (“Terms”) govern access to and use of the website located at aviortec.com (the “Site”) and any services provided by Avior Technologies (“Avior,” “we,” “us,” or “our”), a software and IT services provider based in Pakistan, including UI/UX design, web and software development, mobile application development, digital marketing, and staff augmentation services (collectively, the “Services”).

By accessing or using the Site, submitting an inquiry, or engaging Avior for Services, you (“you,” “Client,” or “User”) agree to be bound by these Terms. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity, in which case “you” refers to that entity.

If you do not agree to these Terms, do not use the Site or engage our Services.

These Terms provide the general framework governing our relationship. The specific scope, deliverables, timelines, fees, and payment terms for any particular engagement will be set out in a separate proposal, statement of work, master services agreement, or signed contract between Avior and the Client (a “SOW”). In the event of a conflict between these Terms and a signed SOW, the SOW will govern with respect to that specific engagement, unless the SOW expressly states otherwise.

3.1 Scope of Services

Avior provides software and IT services on a project or staff augmentation basis, as agreed in the applicable SOW. Specific deliverables, milestones, acceptance criteria, and timelines will be defined in that SOW.

3.2 Staff Augmentation Engagements

Where Avior provides personnel under a staff augmentation arrangement, such personnel remain employees or contractors of Avior, not of the Client, unless otherwise expressly agreed in writing. Avior retains responsibility for the employment relationship, including compensation, benefits, and applicable statutory obligations, while the Client directs the day-to-day work of such personnel within the scope agreed in the SOW.

3.3 Changes to Scope

Any changes to the scope of an engagement after a SOW has been signed must be agreed in writing by both parties, typically through a change order, and may affect fees and timelines.

The Client agrees to:

• Provide timely access to information, materials, credentials, environments, and personnel reasonably necessary for Avior to perform the Services;
• Designate a point of contact authorized to make decisions and approve deliverables on the Client’s behalf;
• Review and provide feedback on deliverables within the timeframes specified in the applicable SOW;
• Ensure that any content, data, or materials provided to Avior do not infringe the intellectual property, privacy, or other rights of any third party;
• Comply with applicable law in its own use of the Services and any deliverables.

Delays caused by the Client’s failure to meet these responsibilities may affect project timelines and may result in additional fees where Avior’s resources are idled or rescheduled as a result.

5.1 Fees

Fees for Services will be set out in the applicable SOW, proposal, or invoice, and may be structured as fixed-price, time-and-materials, or recurring (e.g., monthly staff augmentation) arrangements.

5.2 Invoicing and Payment Terms

Unless otherwise specified in the SOW, invoices are due within fifteen (15) days of the invoice date. Payments are to be made in the currency specified in the SOW, typically U.S. Dollars (USD), via the payment method agreed between the parties. The Client is responsible for any bank transfer fees, currency conversion costs, or transaction charges associated with payment.

5.3 Late Payment

Invoices not paid by the due date may accrue late fees as specified in the applicable SOW, and Avior reserves the right to suspend work on the engagement until outstanding amounts are paid in full, upon prior written notice to the Client.

5.4 Taxes

Fees are exclusive of any applicable taxes, duties, or withholding obligations, which are the responsibility of the Client, except for taxes based on Avior’s net income.

6.1 Pre-Existing Materials

Each party retains ownership of any intellectual property it owned prior to the engagement, or that it develops independently of the engagement (“Pre-Existing Materials”). Avior retains ownership of its proprietary tools, frameworks, libraries, internal know-how, and reusable code components developed independently of a specific Client engagement (“Avior Tools”), and grants the Client a non-exclusive, royalty-free license to use any Avior Tools embedded in deliverables solely as necessary to use those deliverables.

6.2 Client Deliverables

Unless otherwise specified in the applicable SOW, upon full payment of all fees due for a given engagement, Avior assigns to the Client all right, title, and interest in the custom deliverables created specifically for that Client under that SOW, excluding any Avior Tools, open-source components, or third-party materials incorporated into the deliverables, which remain subject to their respective licenses.

6.3 License Prior to Full Payment

Prior to full payment, the Client receives a limited, non-exclusive license to use deliverables solely for internal evaluation purposes, and full ownership transfer occurs only upon receipt of full payment.

6.4 Portfolio Rights

Unless the Client requests otherwise in writing, Avior may reference the engagement, display non-confidential aspects of the work (such as visual design or general project descriptions), and use the Client’s name and logo for portfolio, marketing, and business development purposes.

Each party agrees to protect the other party’s confidential information using the same degree of care it uses to protect its own confidential information of similar nature, and no less than reasonable care, and to use such confidential information solely for purposes of the engagement. This obligation survives termination of any engagement and continues for a period of three (3) years thereafter, except with respect to trade secrets, which remain protected for as long as they qualify as trade secrets under applicable law. This Section does not apply to information that is or becomes publicly available through no fault of the receiving party, was already known to the receiving party prior to disclosure, or is required to be disclosed by law, provided reasonable notice is given to the disclosing party where legally permitted.

Where Avior processes personal data on behalf of the Client in the course of delivering Services, such processing is governed by Avior’s Privacy Policy and, where applicable, a separate data processing agreement between the parties. The Client remains responsible for ensuring it has a lawful basis to provide any personal data to Avior and for complying with applicable data protection laws governing its own collection and use of such data.

9.1 Mutual Warranties

Each party represents that it has the legal right and authority to enter into these Terms and to perform its obligations hereunder.

9.2 Service Warranty

Avior warrants that Services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards. For any deliverable that fails to materially conform to the agreed specifications, Avior’s sole obligation, and the Client’s sole remedy, is for Avior to re-perform the non-conforming portion of the Services at no additional cost, provided the Client notifies Avior in writing within thirty (30) days of delivery.

9.3 Disclaimer

Except as expressly set out in this Section 9, the Services and any deliverables are provided “as is” without warranties of any kind, whether express, implied, or statutory, including without limitation any implied warranties of merchantability, fitness for a particular purpose, or non-infringement. Avior does not warrant that the Services or any software delivered will be uninterrupted, error-free, or completely secure.

To the maximum extent permitted by applicable law, in no event shall either party be liable to the other for any indirect, incidental, special, consequential, or punitive damages, including without limitation loss of profits, revenue, data, or business opportunity, arising out of or related to these Terms or any SOW, regardless of the theory of liability, even if advised of the possibility of such damages.

Except for liability arising from a party’s breach of its confidentiality obligations, gross negligence, willful misconduct, or indemnification obligations under Section 11, each party’s total cumulative liability arising out of or related to a given engagement shall not exceed the total fees paid or payable by the Client to Avior under the applicable SOW in the six (6) months preceding the event giving rise to the claim.

Each party agrees to indemnify, defend, and hold harmless the other party from and against any third-party claims, damages, and reasonable expenses (including reasonable attorneys’ fees) arising from: (a) the indemnifying party’s gross negligence or willful misconduct; or (b) the indemnifying party’s material breach of its representations, warranties, or confidentiality obligations under these Terms. The Client further agrees to indemnify Avior against claims arising from materials, data, or instructions provided by the Client that infringe the rights of, or cause harm to, a third party.

12.1 Term

These Terms remain in effect for as long as you use the Site or have an active engagement with Avior governed by a SOW.

12.2 Termination for Convenience

Either party may terminate an ongoing engagement for convenience upon thirty (30) days’ written notice, unless a different notice period is specified in the applicable SOW, subject to payment for Services performed and expenses reasonably incurred up to the effective date of termination.

12.3 Termination for Cause

Either party may terminate an engagement immediately upon written notice if the other party materially breaches these Terms or the applicable SOW and fails to cure such breach within fifteen (15) days of receiving written notice of the breach.

12.4 Effect of Termination

Upon termination, the Client shall pay Avior for all Services performed and approved deliverables up to the effective date of termination. Sections relating to intellectual property ownership (for paid work), confidentiality, warranties, limitation of liability, indemnification, and dispute resolution survive termination.

Avior is an independent contractor, and nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between Avior and the Client, including with respect to any personnel provided under a staff augmentation arrangement.

These Terms and any dispute arising out of or related to them or to the Services shall be governed by the laws of [Province/State, Pakistan — to be specified], without regard to its conflict of laws principles, unless the applicable SOW specifies a different governing law agreed by both parties (for example, where a U.S. Client requires the application of a U.S. state’s law). The parties agree to first attempt to resolve any dispute through good-faith negotiation between authorized representatives. If a dispute is not resolved within thirty (30) days, it shall be referred to binding arbitration under the rules of [arbitration body to be specified, e.g., the International Chamber of Commerce or a mutually agreed arbitral institution], with the seat of arbitration and language to be specified in the applicable SOW.

The Client is responsible for ensuring its use of any deliverables complies with applicable export control, sanctions, and import laws of the United States, Pakistan, and any other relevant jurisdiction. Avior will not knowingly provide Services to individuals or entities subject to applicable trade sanctions.

16.1 Entire Agreement

These Terms, together with any applicable SOW and the Privacy Policy, constitute the entire agreement between the parties with respect to their subject matter and supersede all prior or contemporaneous agreements, whether written or oral, relating to that subject matter.

16.2 Amendments

Avior may update these Terms from time to time by posting a revised version on the Site with an updated Effective Date. Material changes affecting an active engagement governed by a SOW will be communicated directly to the Client and will not apply retroactively to that SOW without mutual written agreement.

16.3 Assignment

Neither party may assign these Terms without the prior written consent of the other party, except in connection with a merger, acquisition, or sale of substantially all of its assets, provided the assignee agrees to be bound by these Terms.

16.4 Severability

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

16.5 Force Majeure

Neither party shall be liable for any delay or failure to perform resulting from causes beyond its reasonable control, including but not limited to natural disasters, internet or power outages, governmental action, or other events of force majeure.

16.6 Notices

Notices under these Terms shall be delivered in writing to the contact details specified in the applicable SOW or to the contact information in Section 17 below.

16.7 No Waiver

Failure by either party to enforce any provision of these Terms shall not constitute a waiver of future enforcement of that or any other provision.

Questions regarding these Terms should be directed to:

Avior Technologies
Website: aviortec.com