Terms & Conditions

1. Agreement to Terms

These Terms and Conditions ("Terms") constitute a legally binding agreement between you (whether individually or on behalf of an entity, "Client," "you") and Chelure Enterprises ("Agency," "we," "us"). By accessing our website (https://chelure.com), executing a Statement of Work (SOW), paying an invoice, or retaining our services, you acknowledge that you have read, understood, and agreed to be bound by these Terms.

If you are entering into this agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms.

2. Scope of Services & Statements of Work (SOW)

The specific deliverables, project schedules, pricing models, and service level agreements (SLAs) for any engagement shall be defined in an executed Statement of Work (SOW), Service Order, or formal Project Proposal. In the event of any direct conflict between these master Terms and an individual SOW, the terms of the specific SOW shall govern for that engagement.

3. Intellectual Property Rights

3.1 Client Deliverables & Work Product

Upon full, final, and cleared receipt of all contractually agreed milestone fees, Chelure Enterprises transfers and assigns to the Client 100% of all worldwide right, title, and interest (including copyrights and intellectual property rights) in and to custom code, custom designs, wireframes, graphic collateral, and text explicitly created for the Client under the applicable SOW.

3.2 Pre-Existing Agency Property & Open-Source Software

• Chelure Enterprises retains exclusive ownership of its pre-existing proprietary tools, frameworks, reusable code snippets, algorithms, and development workflows ("Agency Materials"). To the extent that Agency Materials are incorporated into client deliverables, we grant the Client a perpetual, royalty-free, worldwide, non-exclusive license to utilize and modify such materials solely in connection with the operation of their deliverables.
• Deliverables may incorporate third-party open-source software (e.g. WordPress core, React, Node.js packages) licensed under standard open-source licenses (MIT, Apache, GNU GPL). Ownership of such open-source assets remains subject to their respective licenses.

4. Client Obligations & Cooperation

• Timely Assets & Approvals: The Client agrees to provide all necessary text, visual assets, brand materials, server credentials, and milestone feedback in a timely manner. Chelure Enterprises is not responsible for project delays, deadline breaches, or cost increases resulting from client delays or failure to provide necessary approvals.
• Lawful Content: The Client warrants that all materials, content, and instructions provided to Chelure Enterprises do not infringe on any third-party copyright, trademark, patent, or intellectual property right, and do not violate any applicable domestic or international law.

5. Service-Specific Terms

5.1 Web & Application Development

• Acceptance Period: The Client shall have fourteen (14) calendar days following the delivery of a project milestone or staging deployment to test and review deliverables ("Acceptance Period"). The Client must provide a consolidated written punch-list of any material defects. If no written defects are communicated within 14 days, the deliverable shall be deemed formally accepted.
• Warranty: We provide a thirty (30) day post-launch warranty covering bug fixes and defect resolution for errors strictly attributable to our code. Modifications made by the Client, third-party developers, or unapproved plugin/server updates void this warranty.

5.2 Resource Augmentation & Dedicated Staffing

• Supervision: Augmented personnel function under the direct daily operational instruction of the Client. Chelure Enterprises manages administrative HR, workstation hardware, internet redundancy, and payroll.
• Non-Solicitation Covenant: During the active term of any engagement and for a period of twelve (12) months following its termination, the Client shall not, directly or indirectly, solicit, hire, engage, or contract with any employee, contractor, or augmented staff member introduced or deployed by Chelure Enterprises without our prior written consent and payment of an agreed placement buyout fee.

5.3 Remote Video Monitoring (RVM) & Virtual Guarding

• Nature of Service: Virtual Guarding is a deterrence and verification service, not an absolute guarantee against loss, theft, property damage, or criminal entry. Chelure Enterprises does not operate as an insurance provider or law enforcement agency.
• Audio Talk-Down Authorization: The Client explicitly authorizes Chelure Enterprises operators to access live camera feeds, trigger two-way audible talk-down warnings across on-site speaker systems, and contact emergency dispatch authorities (police, fire, private patrols) upon detection of unauthorized perimeter breaches.
• System Health: The Client is exclusively responsible for ensuring on-site power, local ISP internet bandwidth, camera hardware functionality, and clean line-of-sight maintenance. Chelure Enterprises is not liable for blind spots caused by hardware failures, physical obstructions, or utility outages on the Client's premises.

6. Confidentiality (Mutual NDA)

Each party agrees to maintain strict confidentiality regarding all proprietary business information, source code, trade secrets, operational procedures, and financial details disclosed during the engagement. Confidential Information shall not be disclosed to any third party without prior written consent, except to employees, professional legal/financial advisors, or subcontractors who require access to perform their duties and are bound by confidentiality obligations at least as restrictive as those contained herein.

7. Limitation of Liability

To the maximum extent permitted by applicable law:

1. Under no circumstances shall Chelure Enterprises, its proprietor, officers, contractors, or agents be liable for any indirect, punitive, incidental, special, consequential, or exemplary damages, including but not limited to loss of revenue, lost profits, loss of data, loss of goodwill, or business interruption.
2. The total cumulative liability of Chelure Enterprises arising out of or related to any engagement, whether in contract, tort (including negligence), or otherwise, shall strictly not exceed the total fees actually paid by the Client to Chelure Enterprises under the specific Statement of Work (SOW) during the three (3) month period immediately preceding the event giving rise to the claim.

8. Indemnification

The Client agrees to defend, indemnify, and hold harmless Chelure Enterprises and its officers from and against any third-party claims, liabilities, damages, losses, and reasonable legal expenses arising out of: (a) Client-provided content or infringement of third-party IP; (b) the Client's unlawful use of developed software; or (c) on-site incidents occurring on monitored premises not directly caused by the gross negligence of Chelure Enterprises.

9. Governing Law & Dispute Resolution

These Terms shall be governed by and construed in accordance with the substantive laws of the Islamic Republic of Pakistan, without regard to conflict of law principles. Any dispute, controversy, or claim arising out of or relating to these Terms shall first be submitted to good-faith executive mediation for thirty (30) days. If unresolved, the dispute shall be submitted to the exclusive jurisdiction of the competent courts in Karachi, Pakistan.