Terms of Service | Gloging Pvt Ltd

1. Introduction & Acceptance of Terms

Welcome to Gloging Pvt Ltd ("Gloging", "we", "us", or "our"). These Terms of Service ("Terms") govern your access to and use of the services provided by Gloging Pvt Ltd, a company registered in Pakistan with operations in the United Kingdom.

By engaging our services, signing a project agreement, or otherwise entering into a business relationship with Gloging, you ("Client", "you", or "your") acknowledge that you have read, understood, and agree to be bound by these Terms in their entirety.

If you do not agree with any part of these Terms, you must not engage our services. These Terms constitute a legally binding agreement between you and Gloging Pvt Ltd.

2. Services Description

Gloging Pvt Ltd is a full-service digital agency offering the following professional services:

Web Design – Custom website design, UI/UX design, wireframing, prototyping, and responsive design solutions.
Web Development – Front-end and back-end development, CMS integration, e-commerce development, and web application development.
SEO Optimization – Search engine optimization, keyword research, on-page and off-page SEO, technical SEO audits, and local SEO.
Digital Marketing – Social media marketing, pay-per-click advertising, email marketing, content marketing, and analytics reporting.
Branding & Identity – Logo design, brand strategy, visual identity systems, brand guidelines, and corporate stationery design.
App Development – Mobile application development for iOS and Android, cross-platform solutions, and app maintenance.

The specific scope, deliverables, and timelines for each project shall be outlined in a separate project proposal or statement of work ("SOW") agreed upon by both parties prior to commencement.

3. Client Obligations & Responsibilities

The Client agrees to:

Provide all necessary content, materials, access credentials, and information required for the project in a timely manner.
Designate a single point of contact authorised to make decisions and provide approvals on behalf of the Client.
Review and provide feedback on deliverables within the timeframes specified in the SOW, typically within five (5) business days unless otherwise agreed.
Ensure that all materials provided to Gloging do not infringe upon any third-party intellectual property rights, trademarks, or copyrights.
Maintain current backups of all existing website data and content prior to any development work commencing.
Comply with all applicable laws and regulations in relation to the content and purpose of the project.

Failure to fulfil these obligations may result in project delays, and Gloging shall not be held liable for any such delays caused by the Client's non-compliance.

4. Payment Terms

Unless otherwise specified in the project proposal or SOW, the following payment terms apply:

Deposit: A non-refundable deposit of fifty percent (50%) of the total project fee is required before work commences.
Milestone Payments: For larger projects, payments may be structured around agreed milestones as outlined in the SOW.
Final Payment: The remaining balance is due upon project completion and prior to final delivery of all files and assets.
Invoicing: All invoices are issued electronically and are payable within fourteen (14) days of the invoice date unless otherwise agreed in writing.
Late Payments: Overdue invoices shall incur a late payment fee of 2% per month on the outstanding balance. Gloging reserves the right to suspend all work on the project until outstanding payments are received.
Currency: Payments for Pakistan-based clients shall be in Pakistani Rupees (PKR). Payments for UK and international clients shall be in British Pounds Sterling (GBP) or US Dollars (USD) as agreed.

All fees are exclusive of applicable taxes, including but not limited to Sales Tax, VAT, or withholding tax, which shall be the responsibility of the Client where applicable.

5. Intellectual Property Rights

Intellectual property ownership shall be governed by the following provisions:

Client Materials: The Client retains all rights to any pre-existing materials, content, trademarks, and intellectual property provided to Gloging for use in the project.
Transfer of Ownership: Upon receipt of full and final payment, all custom-created deliverables (including designs, code, and assets specifically created for the Client's project) shall be transferred to the Client.
Pre-existing IP: Gloging retains ownership of all pre-existing tools, frameworks, libraries, code snippets, and methodologies used in the creation of deliverables. The Client is granted a non-exclusive, perpetual licence to use such elements as part of the delivered project.
Third-Party Assets: Any third-party assets (stock images, fonts, plugins, or software licences) used in the project remain subject to their respective licence terms. The Client is responsible for maintaining valid licences for such assets.
Portfolio Rights: Gloging reserves the right to display and reference completed work in its portfolio, case studies, and marketing materials unless a written non-disclosure agreement is in place.

Until full payment is received, all deliverables remain the intellectual property of Gloging Pvt Ltd.

6. Confidentiality

Both parties agree to maintain the confidentiality of any proprietary or sensitive information disclosed during the course of the engagement. Confidential information includes, but is not limited to:

Business strategies, plans, and financial information.
Technical specifications, source code, and system architecture.
Customer data, user information, and analytics.
Trade secrets and proprietary processes.

This obligation of confidentiality shall survive the termination of the engagement for a period of two (2) years.

Confidential information may be disclosed if required by law, regulation, or court order, provided that the disclosing party gives reasonable prior notice to the other party where legally permissible.

7. Project Timeline & Delivery

Project timelines shall be established in the SOW and are contingent upon:

Timely receipt of the initial deposit and any milestone payments.
Timely provision of all required content, materials, and feedback by the Client.
The scope of work remaining unchanged from the original agreement.

Gloging shall make reasonable efforts to adhere to agreed timelines. However, estimated delivery dates are provided in good faith and are not guaranteed. Delays caused by the Client, third parties, or circumstances beyond Gloging's reasonable control (force majeure) shall not constitute a breach of these Terms.

Gloging will communicate any anticipated delays promptly and work with the Client to establish revised timelines where necessary.

8. Revisions & Change Requests

The number of revision rounds included in the project shall be specified in the SOW. Unless otherwise stated:

Each project phase includes up to two (2) rounds of revisions at no additional cost.
Additional revisions beyond the included rounds shall be billed at Gloging's standard hourly rate.
Revisions must be submitted in writing (email or project management tool) as a consolidated list.

Change Requests: Any changes to the agreed scope of work must be submitted as a formal change request. Gloging will assess the impact on timeline and cost and provide a revised estimate. Work on the change request shall not commence until the Client provides written approval of the revised terms.

Significant scope changes may require a new SOW or addendum to the existing agreement.

9. Limitation of Liability

To the maximum extent permitted by applicable law:

Gloging's total aggregate liability arising out of or in connection with any project shall not exceed the total fees paid by the Client for that specific project.
Gloging shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, revenue, data, business opportunities, or goodwill.
Gloging does not guarantee specific results from SEO, digital marketing, or any other services, as outcomes are influenced by numerous external factors beyond our control.
Gloging shall not be liable for any damages arising from the Client's misuse, modification, or improper implementation of delivered work.

Gloging provides all services on an "as is" basis and makes no warranties, express or implied, regarding the fitness for a particular purpose, merchantability, or non-infringement, except as expressly stated in the SOW.

Nothing in these Terms shall exclude or limit liability for death or personal injury caused by negligence, fraud, or any other liability that cannot be excluded or limited under applicable law.

10. Termination

Either party may terminate the engagement under the following conditions:

Termination by Client: The Client may terminate the project at any time by providing written notice. The Client shall be liable for payment of all work completed up to the date of termination, plus any non-recoverable third-party costs incurred. The initial deposit is non-refundable.
Termination by Gloging: Gloging may terminate the engagement if the Client fails to make payments within thirty (30) days of the due date, breaches any material term of these Terms, or becomes insolvent. Gloging will provide fourteen (14) days' written notice before termination, except in cases of non-payment.
Effect of Termination: Upon termination, Gloging shall deliver all completed work for which payment has been received. Any work in progress for which payment has not been made shall remain the property of Gloging.

Clauses relating to intellectual property, confidentiality, limitation of liability, and governing law shall survive termination of these Terms.

11. Governing Law & Jurisdiction

These Terms shall be governed by and construed in accordance with the following jurisdictions:

For Pakistan-based Clients: These Terms are governed by the laws of the Islamic Republic of Pakistan, including the Contract Act 1872, the Electronic Transactions Ordinance 2002, and the Prevention of Electronic Crimes Act (PECA) 2016. Any disputes shall be subject to the exclusive jurisdiction of the courts of Lahore, Punjab, Pakistan.
For UK-based Clients: These Terms are governed by the laws of England and Wales, including the Consumer Rights Act 2015, the Data Protection Act 2018, and the UK GDPR. Any disputes shall be subject to the exclusive jurisdiction of the courts of England and Wales.
For International Clients: The governing law shall be determined based on the Client's registered jurisdiction or as mutually agreed in the SOW. In the absence of such agreement, the laws of England and Wales shall apply.

Both parties agree to attempt to resolve any disputes through good-faith negotiation before resorting to formal legal proceedings. Where appropriate, mediation may be pursued as an alternative dispute resolution mechanism.