Terms of Service

02.Eligibility and Client Responsibilities

You represent that you are legally authorized to enter a binding agreement for yourself or the entity you represent. Clients agree to:

• Provide accurate, complete, and timely information, content, and access.
• Designate an authorized representative for approvals, sign-offs, and communication.
• Pay according to the agreed invoice schedule.
• Use SaaS products lawfully and under the applicable usage policy or license.

03.Project Engagement and Deliverables

The relevant SOW or proposal defines scope, timeline, milestones, and deliverables. Timelines are estimates and may be affected by client feedback delays, scope changes, or force majeure. A change request may revise timelines and costs and must be mutually agreed in writing before implementation.

Acceptance testing periods will be specified in the SOW where applicable. Deliverables are deemed accepted if the Client raises no written objection within the stated acceptance period.

04.Fees, Invoicing, and Payment

Fees are specified in the applicable proposal, quotation, or SOW. Unless agreed otherwise:

• Payments are made by bank transfer against a TechFilos invoice.
• Custom projects are typically billed in milestone-based installments.
• SaaS subscription fees are billed in advance for the applicable cycle.
• Invoices are generally due within 7–15 business days, or as stated on the invoice.
• Late payment may result in service suspension, work stoppage, or reasonable additional charges.

Fees exclude applicable government taxes, VAT, or duties under Bangladeshi law unless expressly stated; the Client bears these where legally applicable.

05.Intellectual Property Rights

Unless a project agreement says otherwise:

• After full and final payment, ownership of custom source code and deliverables created specifically for the Client transfers to the Client.
• TechFilos retains all pre-existing tools, frameworks, libraries, proprietary methods, and reusable components.
• SaaS products, underlying code, architecture, and trademarks remain TechFilos property; Clients receive a limited, non-exclusive, non-transferable license under the applicable plan.
• TechFilos may display completed projects in its portfolio unless the Client requests confidentiality in writing.

06.Confidentiality

Both parties will protect proprietary business information, technical data, source code, and trade secrets disclosed during an engagement and will not disclose them without prior written consent, except where required by law. This obligation survives termination or completion.

07.Warranties and Disclaimers

TechFilos performs Services with reasonable skill and care according to generally accepted industry standards. Except as expressly stated in a signed agreement, Services and SaaS products are provided “as is” and “as available,” without express or implied warranties—including merchantability, fitness for a particular purpose, or non-infringement—to the extent permitted by Bangladeshi law.

We do not warrant that software will be entirely defect-free or that SaaS products will operate without interruption or error, but will make commercially reasonable efforts to resolve reported issues promptly.

08.Limitation of Liability

09.Termination

Either party may terminate a project agreement or SaaS subscription:

• By mutual written consent.
• For a material breach not cured within 15 days after written notice.
• Immediately for insolvency, illegal conduct, or breach of confidentiality.

On termination, the Client must pay for work completed and expenses incurred through the effective termination date. Refund eligibility is governed by Section 13 below.

10.Force Majeure

Neither party is liable for a performance delay or failure caused by events beyond reasonable control, including natural disasters, government action, internet or power outages, labor disputes, or pandemics.

11.Governing Law and Dispute Resolution

These Terms are governed by the laws of the People’s Republic of Bangladesh. The parties will first attempt good-faith negotiation. If a dispute remains unresolved after 30 days, it is subject to the exclusive jurisdiction of the courts of Dhaka, Bangladesh.

12.Amendments

TechFilos may modify these Terms at any time. Material changes will be communicated on our website or by direct notice. Continued use of the Services after a change constitutes acceptance of the revised Terms.

13.Refunds and Cancellations

Because custom development requires significant time, labor, and resource allocation from the outset, refunds are not provided as a matter of course. Eligibility depends on the project stage, work completed, and the relevant SOW or invoice.

13.1 Custom software projects

• Advance payments: Generally non-refundable after work begins because they reserve resources and fund discovery, planning, and design. An exception may apply if TechFilos fails to start on time without valid cause.
• Cancellation before work: If cancelled in writing before development, design, or planning begins, TechFilos may refund the advance less reasonable administrative and resource-allocation costs.
• Active milestone: The Client pays for completed work on a pro-rata or actual-cost basis. Any excess is generally refunded within 30 business days.
• Completed milestone: Payments for delivered and formally accepted milestones are non-refundable.
• TechFilos non-delivery or material breach: The Client may qualify for a partial or full refund for undelivered work, subject to the SOW and good-faith resolution.
• Client-caused delay: No refund is due for delays caused by late feedback, access, content, or approvals.

13.2 SaaS subscriptions

• Subscription fees are generally non-refundable after a billing cycle begins, except where law or product-specific terms require otherwise.
• A substantial, continuous technical fault solely attributable to TechFilos that is not resolved in a reasonable time may qualify for a pro-rated credit or refund, at our discretion.
• No refund applies to partial use, dissatisfaction with disclosed features, or access suspended or terminated for breach.
• Cancellation stops future billing but does not refund the current cycle unless expressly stated.

13.3 Non-refundable circumstances

• Change of mind after work or service delivery begins.
• Issues caused by untimely Client information, access, or approvals.
• Misuse, unauthorized modification, or third-party interference.
• Outcomes that conform to the agreed scope or specifications.
• Requests made after the acceptance period expires without written objection.

13.4 How to request a refund

Email team@techfilos.com within 15 business days of the relevant invoice, milestone delivery, or billing event. Include the invoice and payment reference, project or subscription name, a detailed reason, and supporting documentation.

TechFilos will respond within 15 business days. Approved refunds are returned by bank transfer to the original payment source within 30 business days after approval, unless otherwise agreed. Refund disputes follow the negotiation and jurisdiction rules in Section 11.

13.5 Policy changes

We may update this refund policy at any time. Changes will be communicated via our website or direct notice and apply prospectively to new invoices, projects, or subscriptions entered into after the update’s effective date.