Alayrix Managed Services Terms and Conditions

1.1 These Terms constitute a binding agreement between BnR360 ("Alayrix", "we", "us" or "our") and the person or entity identified in the applicable Service Order, order confirmation or account (the "Client", "you" or "your"). Each is a "Party" and together they are the "Parties".

1.2 Alayrix's business and notice address is H#C-40, Karachi University Staff Town, Karachi, Pakistan.

1.3 In these Terms: (a) headings are for convenience only; (b) "including" means "including without limitation"; (c) a reference to legislation includes that legislation as amended or replaced; (d) a reference to "writing" includes email and a message sent through an Approved Channel; and (e) no rule of construction applies to the disadvantage of a Party because that Party prepared these Terms.

"AI Services" means artificial intelligence, machine learning, generative AI, large language model, image generation, speech, transcription, translation, recommendation or similar technologies used in connection with the Services, whether operated by Alayrix or by a third party.

"Alayrix Background Materials" means all templates, processes, methods, prompts, frameworks, libraries, workflows, software, tools, design systems, know-how and intellectual property created, developed, acquired or licensed by Alayrix independently of a particular Client engagement.

"Applicable Law" means all statutes, regulations, binding codes, court orders and regulatory directions applicable to a Party, the Services or the relevant activity.

"Approved Channel" means Flowence, the Alayrix client portal, the designated service email address and any other channel Alayrix confirms in writing.

"Business Day" means a day other than a Saturday, a Sunday or a public holiday in Sindh, Pakistan. "Business Hours" means 9:00 a.m. to 5:00 p.m. Pakistan Standard Time on a Business Day.

"Client Materials" means all information, data, documents, content, images, video, audio, logos, trademarks, brand assets, credentials, instructions, claims and other materials supplied by or on behalf of the Client.

"Confidential Information" has the meaning given in clause 27.

"Deliverable" means an item specifically required to be produced for the Client under a Service Order.

"Fees" means the amounts payable under a Service Order, together with applicable taxes.

"Flowence" means the software platform operated by Alayrix under the Flowence name.

"Personal Data" means information relating to an identified or identifiable individual, and includes "personal information" and equivalent terms under Applicable Law.

"Service Order" means an order form, online order, accepted proposal, statement of work, package confirmation or other document describing the Services purchased.

"Services" means the managed and professional services described in clause 8 and the applicable Service Order.

"Third-Party Platform" means any external service, website, API, AI provider, social-media platform, payment provider, cloud service or technology provider used in connection with the Services.

3.1 The Services are designed for businesses, organisations, agencies, executives and professionals. Unless a Service Order states otherwise, the Client represents and warrants that it acquires the Services primarily for business or professional purposes and not primarily for personal, family or household purposes.

3.2 Nothing in these Terms excludes, restricts or waives a right or remedy that cannot lawfully be excluded, restricted or waived under Applicable Law. Where a mandatory provision of law applicable to a particular Client conflicts with these Terms, that provision prevails only to the extent of the conflict and the remainder of these Terms continues to apply.

4.1 The agreement between the Parties (the "Agreement") comprises, in descending order of priority:

1. a signed statement of work or negotiated Service Order;
2. the Flowence Data Processing Addendum, where applicable to Personal Data processed on the Client's behalf;
3. an online Service Order or package confirmation;
4. these Terms;
5. the Flowence Acceptable Use Policy and Community Guidelines;
6. the Alayrix Privacy Policy; and
7. approved package descriptions and add-ons expressly included in the order.

4.2 If two documents conflict on the same subject, the document higher in the list prevails to the extent of the conflict, except that a Service Order modifies clauses 36 to 39 (warranties, indemnity and liability) only if it expressly identifies the clause it modifies.

4.3 Marketing pages, brochures, demonstrations, presentations, proposals, informal emails, sales discussions and statements about future functionality do not form part of the Agreement or modify it unless expressly incorporated into a Service Order. Neither Party has relied on any representation, statement or assurance not set out in the Agreement, and each Party waives any claim in respect of such a statement except in the case of fraud.

5.1 Flowence may be used by Alayrix to deliver the Services, and Alayrix may give the Client access to Flowence solely as part of a Managed Services engagement. Such access is subject to the Flowence Master Subscription Agreement and the Flowence Acceptable Use Policy and Community Guidelines.

5.2 Purchasing Services does not grant the Client standalone, perpetual or unrestricted rights to Flowence. A separate Flowence subscription is governed by the Flowence Master Subscription Agreement.

5.3 Where Alayrix personnel create, edit, localise, review, format or schedule content for the Client, Alayrix acts as a service provider and, as between the Parties, the allocation of responsibility in these Terms applies. Nothing in the Flowence documents states that Alayrix never creates or edits content.

6.1 The Agreement becomes binding on the earliest of: (a) the Client ticking the acceptance box presented with these Terms; (b) signature of a Service Order or statement of work; (c) payment of an invoice or online order after these Terms were presented; and (d) the Client's written instruction to commence work after these Terms were provided.

6.2 The Client agrees that actively ticking the acceptance box and selecting the confirmation or payment button, or electronically signing a Service Order, constitutes the Client's electronic signature and binding acceptance, to the fullest extent permitted by the Electronic Transactions Ordinance, 2002 (Pakistan) and equivalent Applicable Law. The Client will not dispute the validity or enforceability of the Agreement solely because it was formed or signed electronically.

6.3 Alayrix keeps electronic records of acceptance, which may include the account and organisation identifier, the Terms version and its hash, the version of each incorporated policy, the acceptance wording shown, the date and time, the Service Order, price, billing frequency and renewal terms, the Client's email address, the payment transaction identifier and relevant technical acceptance logs. Those records are prima facie evidence of acceptance.

6.4 Acceptance of these Terms does not constitute consent to receive marketing communications. Such consent is requested separately where Applicable Law requires it and is never a condition of purchase.

6.5 The Client should download or save a copy of the accepted Terms and Service Order. Alayrix will make the current and prior versions reasonably accessible electronically.

An individual who accepts the Agreement on behalf of an organisation represents and warrants that he or she is authorised to bind the organisation, to approve the expenditure and to give the instructions and permissions required for the Services, and Alayrix may rely on that representation.

8.1 Depending on the package or Service Order, the Services may include content strategy; editorial planning and content calendars; social-media planning and content; executive and thought-leadership content; articles, blogs, captions, carousels and scripts; visual concepts; research assistance; editing and rewriting; brand and tone adaptation; localisation and translation support; content repurposing; review and approval coordination; scheduling and publishing support; reporting and performance analysis; marketing support; consulting; Flowence-assisted workflow services; and other services stated in a Service Order.

8.2 A Service Order identifies the commercial particulars of a purchase, which may include the package, scope, quantity and format of Deliverables, platforms, languages, research level, revision allowance, publishing support, response level, add-ons, price, taxes, billing frequency, term, commencement date, renewal date, deadlines and special requirements.

8.3 The Client's entitlement is limited to the package and add-ons identified in the Service Order. Unless the Service Order states otherwise: (a) additional volume, languages, markets, revision rounds, brands or business units may be charged separately; (b) rush delivery and substantial additional research require prior approval and may incur additional Fees; (c) unused monthly Deliverables do not roll forward; and (d) services outside the Service Order require approval before commencement. Alayrix may recommend a package change where the Client's requirements consistently exceed the purchased scope.

9.1 Where pricing is based on Content Pieces, one "Content Piece" means one completed principal Deliverable in one principal format, one language, one primary creative direction and for one intended content purpose, such as one social-media post, caption, article, blog, carousel, infographic, visual, video script, executive post or campaign message.

9.2 A materially different version, a different language, market or format, a new creative direction, additional graphics, a platform-specific variant requiring substantial rewriting, a topic introduced after drafting begins or a major change to an approved brief may constitute a separate Content Piece or additional work. Minor formatting adjustments for supported platforms are included where the Service Order so states.

10.1 The Client must complete Alayrix's onboarding process and provide the information reasonably required to perform the Services, which may include business and brand information, products and services, objectives, target audience, tone and voice, brand guidelines, logos and approved media, prior content, competitors, content themes, restricted topics, authorised approvers, platform information, required disclaimers, regulatory requirements and substantiation for marketing claims.

10.2 The Client represents that the information it supplies is accurate, complete, current and lawful. Alayrix is not responsible for errors or delay resulting from incomplete, inaccurate, contradictory, outdated or late information.

10.3 Payment alone does not commence the production timeline. Unless otherwise agreed, production begins when Alayrix has received confirmed payment, a completed onboarding form, the Client Materials, required account access, a sufficiently complete brief, the identity of authorised approvers and any necessary legal or compliance instructions. Alayrix may notify the Client when the engagement has entered production.

11.1 The Client will:

1. give accurate and timely instructions and cooperate reasonably;
2. designate an authorised decision-maker and give consolidated feedback;
3. provide lawful access to platforms and systems and protect its credentials;
4. review Deliverables and verify factual claims, names, dates, prices, statistics, quotations, citations and contact information;
5. identify industry-specific advertising, legal, regulatory and disclosure requirements and provide required disclaimers;
6. obtain all consents, releases and permissions for the image, voice, likeness and personal information of individuals appearing in or contributing to content;
7. ensure that the Client Materials may lawfully be used;
8. maintain its own backups;
9. comply with Applicable Law and Third-Party Platform rules; and
10. pay Fees when due.

11.2 The Client remains solely responsible, as between the Parties, for its products, services, business claims, regulatory compliance and final published communications.

12.1 The Client will identify the individuals authorised to give instructions, approve briefs, request changes, approve Deliverables, authorise publishing, approve additional charges and receive notices and invoices. Alayrix may rely on instructions and approvals from an authorised representative until it receives written notice that the authority has been withdrawn.

12.2 The Client is responsible for resolving disagreements among its own representatives and for promptly notifying Alayrix of any change.

13.1 The Client is solely responsible for substantiating every objective claim concerning itself or its products and services, including claims about price, performance, superiority, comparisons, statistics, certifications, awards, environmental, health, medical, financial or investment effects, regulatory approval, professional qualifications and market position. The Client represents and warrants that each such claim it supplies or approves is true, not misleading and supported by adequate evidence held by the Client before publication.

13.2 Alayrix may require reasonable evidence before creating, approving, scheduling or publishing a claim, and may refuse a claim that it reasonably believes creates material legal, regulatory, safety or reputational risk.

13.3 The Client must not instruct Alayrix to fabricate or alter a review or testimonial in a misleading way, impersonate a customer, invent customer experiences, purchase or create fake reviews, present an AI-generated testimonial as the statement of a real person, or conceal compensation where disclosure is legally required. The Client represents that every review, testimonial and endorsement it supplies is authentic and that all required permissions and disclosures have been obtained. Alayrix's staff are entitled to refuse any such instruction and the refusal is not a breach.

14.1 Response time means the time within which Alayrix acknowledges a complete request submitted through an Approved Channel and communicates the next step. It is not a delivery, revision, design, localisation, publishing or completion time.

14.2 Unless a Service Order states otherwise: (a) Standard Response means human acknowledgement within one Business Day and initial onboarding review ordinarily within one to two Business Days; (b) Priority Response, where purchased, means acknowledgement within four Business Hours; (c) Express Response, where purchased and accepted, means acknowledgement within two Business Hours; and (d) Dedicated Support requires a custom Service Order and may include a named contact, a communication schedule and a separate service-level agreement. Requests received outside Business Hours are treated as received at the start of the next Business Day. Messages sent through personal accounts or unapproved channels do not start a response period.

14.3 Delivery dates are good-faith estimates and not binding deadlines unless a signed Service Order expressly describes a date as a guaranteed deadline. Delivery depends on scope, complexity, research, languages, Client responsiveness, revisions, platform requirements, third parties, Alayrix capacity and external events. Priority or Express Response does not by itself accelerate production.

15.1 If the Client delays onboarding, materials, instructions, access, feedback, approvals, payment or confirmation of required information, Alayrix may reasonably pause the Services, move the work to a later production window, adjust deadlines, place the engagement on hold, close completed stages and require a revised schedule. Alayrix need not preserve the original production slot.

15.2 If the Client is inactive for more than ten Business Days, Alayrix may in addition charge a reasonable reactivation fee where significant remobilisation is required. If the Client is inactive for more than sixty days, Alayrix may treat the Service Order as abandoned by the Client, retain Fees for work performed and capacity reserved, and terminate on notice.

16.1 The number of included revision rounds is stated in the Service Order. A "Revision Round" is one consolidated set of reasonable changes within the approved brief, submitted at one time in response to a draft, ordinarily within five Business Days after delivery.

16.2 The following are not included revisions and may be treated as additional work: changing the approved topic, audience, central message, format or creative direction; adding significant research; reopening approved work; rewriting after business requirements change; reconciling conflicting feedback from multiple stakeholders; and changes caused by inaccurate Client information. Alayrix may require approval and Fees before performing such work.

17.1 The Client must review every Deliverable before publication or external use, including for factual accuracy, names, spelling, dates, statistics, quotations, citations, prices, product information, legal disclosures, advertising claims, regulated-industry requirements, intellectual-property issues, cultural appropriateness, translations and platform suitability.

17.2 Approval by an authorised representative through Flowence, the client portal, email or another agreed method is binding on the Client. Silence is not final publishing approval unless the Parties have agreed a written standing-approval workflow. Alayrix is not responsible for an error that the Client approved or failed to identify where Alayrix reasonably relied on Client-provided information.

17.3 Where publishing is included, the Client authorises Alayrix to schedule or publish approved content to the accounts identified in the Service Order, and represents that it owns or controls those accounts, may lawfully grant access, has obtained all internal approvals and complies with Third-Party Platform rules. Alayrix will not knowingly publish materially unapproved content except under a written pre-approved workflow. The Client remains responsible for account ownership, account security, community management and platform activity outside the agreed scope.

18.1 The Services may depend on Third-Party Platforms, including social-media networks, payment providers, cloud and AI providers, email services, analytics and scheduling systems, stock-media providers and collaboration tools. A Third-Party Platform may independently change or withdraw its APIs, alter permissions, change algorithms, reject or restrict content, suffer outages, suspend or terminate accounts, change pricing or terms, or discontinue services.

18.2 Alayrix does not control Third-Party Platforms and does not warrant that any Third-Party Platform or integration will remain available. Where reasonably possible, Alayrix may adopt a commercially reasonable alternative workflow. Loss or restriction of a Third-Party Platform caused by events beyond Alayrix's reasonable control is not a breach by Alayrix. The Client must comply with all applicable Third-Party Platform terms.

19.1 Use of AI. Alayrix may use AI Services to assist with brainstorming, research, drafting, rewriting, summarisation, repurposing, translation, localisation, image concepts, classification, editing and workflow automation. AI Services may be combined with human review.

19.2 Nature of AI output. The Client acknowledges that AI-generated or AI-assisted material may be inaccurate or incomplete; may contain fabricated facts, sources, quotations or citations; may reflect outdated information, bias or inappropriate language; may misunderstand context or instructions; may translate incorrectly; may resemble third-party material or be similar to output generated for other users; may fail to satisfy legal or regulatory requirements; and may change as underlying models change.

19.3 No warranty. To the maximum extent permitted by Applicable Law, Alayrix does not warrant that AI-generated or AI-assisted material is accurate, unique, original, complete, error-free, legally compliant, free of third-party rights or fit for a particular purpose.

19.4 Human review. AI-generated material is a drafting and decision-support resource and not an authoritative determination. Alayrix's human review reduces but does not eliminate risk. The Client must conduct its own final review of every Deliverable before approval and publication. AI output is not legal, medical, financial, tax, regulatory or other professional advice.

19.5 No sole reliance. The Client will not rely solely on AI-assisted material where an error could cause material legal, financial, regulatory, reputational, professional or safety consequences without independent verification.

19.6 Sensitive information. The Client must not provide highly sensitive, confidential, regulated or personal information for processing through AI Services unless it is reasonably necessary, the Client has lawful authority to provide it, appropriate safeguards have been agreed and Alayrix has confirmed the handling method where required.

19.7 Third-party AI providers. Alayrix may use third-party AI providers, which may be located in countries other than Pakistan and the Client's country. Client Materials, prompts and instructions may be transmitted to and processed by those providers where necessary to perform the Services. Alayrix does not control the independent retention, model-training, safety-monitoring or other practices of a third-party provider beyond the contractual and technical controls reasonably available to it. Before production begins the Client may request in writing that specified providers not be used for Client Materials containing Personal Data or confidential information. Alayrix will use reasonable efforts to comply, and the request may affect timing, scope and Fees. Alayrix does not intentionally use identifiable Client Materials to train a general-purpose AI model for unrelated third parties.

19.8 Model changes and availability. AI providers change their models, features, pricing and availability without notice. Alayrix is not responsible for a degradation, interruption or discontinuation caused by an independent provider but will use commercially reasonable efforts to adjust its workflow where practicable.

19.9 Intellectual property in AI output. Alayrix does not guarantee that AI-generated material qualifies for copyright or other protection in any jurisdiction, is wholly unique, or is free from third-party claims. The Client's rights in AI-generated components are limited to the rights Alayrix can lawfully grant, as set out in clause 24.

19.10 Synthetic media and disclosure. The Client will not instruct Alayrix to create synthetic or manipulated media depicting a real person, place or event in a manner likely to deceive, and will not require the creation of any depiction of a real person without that person's documented consent. Where Applicable Law or a Third-Party Platform requires AI-generated or materially altered content to be disclosed or labelled (including under Article 50 of the EU Artificial Intelligence Act), the Client is responsible for the disclosure unless the Service Order expressly allocates it to Alayrix. Alayrix may apply machine-readable markings or labels to AI-generated output where required by Applicable Law, and the Client will not remove them where removal would breach Applicable Law.

19.11 Prohibited and high-risk uses. The Services must not be used to make or support decisions about employment, credit, insurance, education, essential services or legal status, for biometric identification, emotion inference or social scoring, or for any other use that Applicable Law classifies as prohibited or high-risk for AI systems, unless a signed Service Order expressly permits it.

19.12 Allocation of risk. As between the Parties, the Client bears responsibility for AI-assisted content that it approves or publishes, and indemnifies Alayrix under clause 37. Alayrix's liability for AI-assisted Deliverables is subject to clauses 38 and 39. Nothing in this clause 19 excludes liability that cannot lawfully be excluded.

20.1 Localisation may include adapting language, tone, expressions, cultural references, examples, imagery, formatting and right-to-left presentation, and is not necessarily a word-for-word translation. Certified, sworn, legal or technical translation is not included unless the Service Order states otherwise. Additional languages and markets may be charged separately.

20.2 Where localised content is technical, regulated, legal, medical, financial or otherwise specialised, the Client must review it or appoint a suitably qualified reviewer.

21.1 Unless expressly agreed in writing, Alayrix does not provide legal, medical, financial, investment, accounting or tax advice, regulatory certification or professional compliance approval. Clients in regulated industries are responsible for specialist review and for required disclaimers, approvals, licences and substantiation.

21.2 The Client must comply with the Flowence Acceptable Use Policy and Community Guidelines. Alayrix may refuse, suspend or discontinue any instruction or Deliverable that would be unlawful, fraudulent, materially misleading, infringing, defamatory, unlawfully discriminatory, threatening, harassing, deceptive as to identity, violative of privacy or publicity rights, malicious, intended to manipulate a Third-Party Platform, or that involves child sexual abuse material or exploitation. A refusal on those grounds is not a breach and does not entitle the Client to a refund of Fees for work already performed.

22.1 Each Party will comply with the Applicable Law governing Personal Data within its control. Alayrix's handling of Personal Data for its own purposes is described in the Privacy Policy.

22.2 Where Alayrix processes Personal Data on the Client's behalf as a processor, service provider or equivalent, the Flowence Data Processing Addendum is incorporated into the Agreement by reference and applies automatically without a separate signature.

22.3 The Client is responsible for having lawful authority to provide Personal Data to Alayrix, giving required notices, obtaining required consents, limiting the data it supplies to what is reasonably necessary, and avoiding sensitive information (such as health records, payment card data, passwords, government identifiers, biometric data, criminal-history data and children's personal information) unless the Service Order expressly provides for it.

22.4 Alayrix operates from Pakistan and uses service providers in other countries. The Client acknowledges that Personal Data may be processed outside the Client's home jurisdiction, and the Parties will put in place any transfer mechanism that Applicable Law requires.

22.5 Alayrix will maintain reasonable administrative, organisational and technical safeguards appropriate to the Personal Data it handles. No internet-connected system can be guaranteed to be completely secure.

23.1 The Client will pay the Fees stated in the Service Order in the currency and on the billing schedule stated there. Unless the Service Order states otherwise, Fees are payable in advance for each billing period and are due upon invoice or at checkout.

23.2 Fees are exclusive of value-added tax, goods and services tax, sales tax, withholding tax, stamp duty, import duties and similar charges ("Taxes"). Where Applicable Law requires the Client to withhold Tax, the Client will gross up the payment so that Alayrix receives the full amount it would have received absent the withholding, unless a tax treaty or law prohibits a gross-up, in which case the Client will deliver official withholding certificates promptly.

23.3 Payments are processed through Stripe, with Aashaz Technology Inc. acting only as BnR360's payment collection agent, or by another payment provider identified at checkout or on the invoice. The Client authorises that provider and agent to collect the Fees and acknowledges that the descriptor on its statement may differ from the Alayrix name. Payment collection by an affiliate or agent does not make that affiliate or agent a party to the Agreement.

23.4 Alayrix will display the total price, including mandatory Fees, recurring charges and any setup charges, before the Client confirms an order. There are no hidden fees. Any charge not shown in the Service Order requires the Client's prior approval.

23.5 Late payment. Overdue amounts accrue simple interest at the lower of one and one-half percent (1.5%) per month and the maximum rate permitted by Applicable Law, from the due date until payment, as a genuine pre-estimate of Alayrix's reasonable financing and administrative loss and not as a penalty. The Client will reimburse reasonable costs of collection to the extent permitted by law.

23.6 Disputed invoices. The Client must notify Alayrix in writing of a good-faith dispute with reasons within fourteen (14) days of the invoice date and must pay the undisputed portion on time. Alayrix will respond promptly and the Parties will cooperate to resolve the dispute.

23.7 Price changes. Alayrix may change prices for a renewal term by giving at least thirty (30) days' notice before the renewal date, and the Client may cancel before the renewal date under clause 29. A change does not affect a term already paid.

23.8 Payment disputes, chargebacks and reversals. The Client will first contact Alayrix to resolve any billing concern. A chargeback raised for Services that were delivered, or in breach of this Agreement, entitles Alayrix to recover the amount reversed together with reasonable chargeback fees, to suspend the Services and to supply evidence of acceptance and delivery to the payment provider. This clause does not limit a right the Client has against its card issuer under Applicable Law.

24.1 Alayrix Background Materials. As between the Parties, Alayrix and its licensors own all right, title and interest in the Alayrix Background Materials and in Flowence, including all improvements, derivatives and feedback incorporated into them. No ownership interest passes to the Client. Where a Deliverable embeds Alayrix Background Materials, the Client receives a non-exclusive, non-transferable, worldwide licence to use them solely as part of the Deliverable for its internal business purposes and its own marketing.

24.2 Client Materials. As between the Parties, the Client retains all right, title and interest in the Client Materials. The Client grants Alayrix and its subcontractors a non-exclusive, royalty-free, worldwide licence during the term of the Agreement to host, copy, reproduce, adapt, translate, transmit, display and otherwise use the Client Materials solely to perform and support the Services, to comply with law and to enforce the Agreement.

24.3 Deliverables. Subject to payment in full of the applicable Fees and to the limits in this clause 24, Alayrix assigns to the Client, with effect upon that payment, such right, title and interest as Alayrix may hold in the final approved Deliverables, excluding the Alayrix Background Materials, the Third-Party Materials and any component that cannot lawfully be assigned. To the extent assignment is ineffective in any jurisdiction, Alayrix grants the Client an exclusive (save for Alayrix's retained rights), perpetual, irrevocable, worldwide licence to use, reproduce, modify and publish the Deliverables for the Client's business purposes.

24.4 Moral rights. To the extent permitted by Applicable Law, Alayrix will procure that individual contributors waive, or agree not to assert, moral rights in the Deliverables as against the Client and its permitted successors.

24.5 AI-generated components. The Client acknowledges that rights, if any, in AI-generated material vary between jurisdictions, may not be protectable by copyright, and are not warranted by Alayrix (see clause 19.9). The Client's rights in AI-generated components are limited to the rights Alayrix may lawfully grant.

24.6 Third-Party Materials. Stock media, fonts, music, templates, open-source components and other materials licensed from third parties ("Third-Party Materials") remain subject to their licence terms. Where the Services include Third-Party Materials, Alayrix will use materials it is licensed to use for the Client's intended purpose, and will identify material licence restrictions on request. The Client will not use Third-Party Materials outside the scope of the licence and will, on termination, comply with any licence expiry.

24.7 Reservation. All rights not expressly granted are reserved. The Client will not reverse engineer, scrape, copy or resell Flowence or the Alayrix Background Materials, or use them to build a competing product.

24.8 Portfolio and case study use. Alayrix may identify the Client by name and logo as a customer and may describe the Services in general terms in its customer lists. Alayrix will not publish the Client's confidential Deliverables, results or testimonials without the Client's prior written consent, and the Client may withdraw its consent to name and logo use on written notice, which will take effect prospectively.

24.9 Feedback. The Client grants Alayrix a perpetual, irrevocable, royalty-free licence to use suggestions and feedback relating to the Services, provided that the feedback does not identify the Client or disclose its Confidential Information.

25.1 The Client represents and warrants that: (a) it owns or has all rights, licences, consents and permissions necessary to supply the Client Materials and to authorise their use as contemplated by the Agreement; (b) the Client Materials and their use as contemplated will not infringe or misappropriate the intellectual property, privacy, publicity, confidentiality or other rights of any person; (c) the Client Materials are lawful and do not breach the Flowence Acceptable Use Policy and Community Guidelines; and (d) it has obtained all consents required by Applicable Law for any Personal Data in the Client Materials.

25.2 Alayrix is not obliged to verify the Client's ownership of or rights in the Client Materials or in the Client's social-media and other accounts.

26.1 Alayrix respects intellectual property rights. A person who believes content processed or hosted through the Services infringes its rights may send a notice to the designated address stated in the Flowence Acceptable Use Policy and Community Guidelines, including the information required there. Alayrix may remove or disable access to content, notify the Client and, where appropriate, suspend repeat infringers, without liability to the Client for acting in good faith.

26.2 The Client will cooperate in responding to a complaint and may submit a counter-notice in the form described in the Acceptable Use Policy.

27.1 "Confidential Information" means non-public information disclosed by or for a Party (the "Discloser") to the other (the "Recipient") that is marked or identified as confidential or that a reasonable person would understand to be confidential from its nature and the circumstances of disclosure, including the Client Materials, business plans, pricing, strategies, technical information, unpublished Deliverables and the terms of the Agreement. It excludes information that the Recipient can show: (a) is or becomes public other than through the Recipient's breach; (b) was lawfully known to the Recipient before disclosure; (c) is lawfully received from a third party without a duty of confidence; or (d) is independently developed without use of the Discloser's information.

27.2 The Recipient will: (a) use Confidential Information only to perform or receive the Services and exercise its rights under the Agreement; (b) not disclose it except to its employees, contractors, professional advisers, insurers and permitted subprocessors who need to know it and are bound by duties of confidence no less protective; and (c) protect it with at least reasonable care.

27.3 The Recipient may disclose Confidential Information to the extent required by law, a court or a regulator, provided that, where lawful, it gives the Discloser prompt notice so that the Discloser may seek protective relief, and discloses only what is legally required.

27.4 These obligations continue for five (5) years after termination of the Agreement and, for trade secrets and Personal Data, for so long as the information remains a trade secret or Personal Data. Each Party acknowledges that breach of this clause may cause irreparable harm for which damages are inadequate, and the other Party may seek injunctive relief without the need to post a bond to the extent permitted by Applicable Law.

27.5 Nothing in this clause restricts a person from reporting a possible violation of law to a competent authority or from making a disclosure protected by whistleblower law.

28.1 The Agreement begins on the earlier of acceptance under clause 6 and the start date in the Service Order, and continues for the initial term stated in the Service Order (the "Initial Term"). Unless the Service Order states a fixed term, the Services are supplied on a month-to-month basis.

28.2 After the Initial Term the Agreement renews automatically for successive renewal terms of the same length as the billing period (each a "Renewal Term"), unless a Party gives notice of non-renewal under clause 29.

29.1 Disclosure and consent. The acceptance wording and the Service Order disclose that the subscription renews automatically, the renewal price and billing frequency and the manner of cancellation. By accepting, the Client expressly consents to automatic renewal and recurring charges to its stored payment method.

29.2 Renewal reminders. Where required by Applicable Law, and in any event for annual or longer terms, Alayrix will send the Client a reminder notice not less than fifteen (15) days and not more than forty-five (45) days before an automatic renewal, stating the renewal date, the price and how to cancel.

29.3 How to cancel. The Client may cancel or give notice of non-renewal at any time through the account settings, where a self-service option is provided, or by written notice to services@alayrix.com. Cancellation is as easy as sign-up. Notice must be given before the next billing date to prevent renewal, and takes effect at the end of the paid period unless Applicable Law provides otherwise. Alayrix may require reasonable identity verification.

29.4 Consequence of cancellation. The Client will retain access to the paid Services for the remainder of the paid period. Except as required by Applicable Law or stated in clause 30, Fees already paid are not refundable.

30.1 Services commenced. Because Alayrix commits capacity, personnel and third-party costs when a Service Order is accepted, and because Deliverables are bespoke and digital, Fees are non-refundable once production has commenced under clause 10.3, except as stated in this clause 30 or required by Applicable Law.

30.2 Before production. If the Client cancels in writing before production has commenced, Alayrix will refund the Fees paid less a reasonable administration charge, not exceeding ten percent (10%) of the Fees, and less any third-party costs already incurred and not recoverable. The Parties agree that this charge is a reasonable pre-estimate of Alayrix's loss and not a penalty.

30.3 Failure to deliver. If Alayrix materially fails to deliver a Deliverable within the Service Order scope and does not cure the failure within thirty (30) days of written notice describing it, Alayrix will, as the Client's sole remedy for that failure and without limiting rights that cannot be excluded by law, re-perform the Deliverable or refund the portion of the Fees paid for the undelivered Deliverable.

30.4 Mandatory consumer rights. If, notwithstanding clause 3, the Client is a consumer under Applicable Law, nothing in the Agreement limits its non-excludable rights, including any statutory right to withdraw, cancel or receive a remedy for a service not supplied with due care and skill, any right under the Australian Consumer Law (including the consumer guarantees), any right under the consumer protection laws of the European Union, the United Kingdom, Quebec or California, or any right under the consumer protection laws of Pakistan or its provinces. Where a right of withdrawal applies to digital services and the Client asks for the Services to begin during the withdrawal period, the Client acknowledges that it may lose the right of withdrawal once the Services have been fully performed, and will pay a proportionate amount for the Services supplied before withdrawal, to the extent Applicable Law so permits.

30.5 Process. Refunds are made to the original payment method, normally within thirty (30) days of approval, and may be subject to delays caused by the payment provider.

31.1 Alayrix may suspend all or part of the Services, with notice where reasonably practicable, if: (a) an undisputed amount is overdue by seven (7) days or more; (b) the Client breaches clause 11, 13, 19.10, 19.11, 21 or 25; (c) suspension is necessary to prevent harm, comply with law, or respond to a security threat, a legal request or a Third-Party Platform action; or (d) the Client is, or Alayrix reasonably suspects the Client is, using the Services for unlawful or abusive purposes.

31.2 Alayrix will restore the Services within a reasonable time after the cause has been remedied. Suspension does not relieve the Client of its payment obligations and Alayrix may charge a reasonable reinstatement fee where suspension resulted from the Client's non-payment.

32.1 For convenience. Either Party may terminate by giving notice under clause 29 and, for fixed terms, only as the Service Order allows.

32.2 For cause. Either Party may terminate the Agreement immediately by written notice if the other Party: (a) commits a material breach that is incapable of remedy; (b) commits a material breach that is capable of remedy and does not remedy it within fourteen (14) days of written notice (seven (7) days for non-payment); or (c) becomes insolvent, enters liquidation, receivership or a similar process, or ceases business.

32.3 By Alayrix. Alayrix may terminate on notice if the Client repeatedly breaches the Flowence Acceptable Use Policy and Community Guidelines, if continued performance would breach law or a Third-Party Platform's terms, or if the Client's conduct exposes Alayrix to material legal or reputational risk.

33.1 On termination or expiry: (a) the Client's right to the Services ends; (b) all unpaid Fees for Services performed and non-cancellable commitments become due; (c) Alayrix will deliver the Deliverables completed and paid for as at the termination date; (d) each Party will return or delete the other's Confidential Information on request, subject to clause 34; and (e) accrued rights and clauses that by their nature should survive (including clauses 2, 13, 19, 23, 24, 25, 27, 33 to 39 and 41 to 47) will survive.

33.2 Termination for the Client's breach does not entitle the Client to a refund of Fees. Termination for Alayrix's uncured material breach entitles the Client to a pro-rata refund of prepaid Fees for Services not yet performed.

34.1 For thirty (30) days after termination the Client may request an export of the Client Materials and Deliverables in a commonly used format. After that period, Alayrix will delete or anonymise the Client Materials and Personal Data processed on the Client's behalf within the periods stated in the Privacy Policy and the Data Processing Addendum, which are no longer than thirty (30) days after the subscription or Service Order ends, including backups, unless retention is required by law, for the establishment, exercise or defence of legal claims, or for the accounting and tax records Alayrix must keep.

34.2 Alayrix may retain a copy of the Agreement, invoices, acceptance records, communications and logs for as long as needed for legal, tax, audit and dispute purposes.

34.3 The Client may request deletion of its account and associated Personal Data at any time through the account settings or by writing to services@alayrix.com, as further described in the Privacy Policy.

35.1 Alayrix may modify the Services, its processes and tools, provided the modification does not materially reduce the core Deliverables the Client has paid for during the current term. Alayrix may discontinue a Service on at least sixty (60) days' notice and will refund prepaid Fees for the unperformed period.

35.2 Alayrix may amend these Terms prospectively by giving at least thirty (30) days' notice by email, through Flowence or by prominent notice on its website, and the amended Terms will apply from the stated date. The amendments do not apply to a Service Order accepted before the effective date until its next Renewal Term unless the change is required by law, relates to a new feature, or does not materially reduce the Client's rights. If the Client objects to a material adverse change in writing before it takes effect, the Client may terminate the affected Services and receive a pro-rata refund for the unused prepaid period. Continued use after the effective date, following the notice, constitutes acceptance. Alayrix keeps prior versions available.

36.1 Mutual. Each Party warrants that it has the power and authority to enter into and perform the Agreement.

36.2 Alayrix. Alayrix warrants that it will perform the Services with reasonable skill and care consistent with generally accepted industry standards, using appropriately skilled personnel, and in accordance with Applicable Law applicable to Alayrix as a service provider.

36.3 Exclusive remedy. The Client's sole and exclusive remedy for breach of the warranty in clause 36.2 is re-performance of the non-conforming Services, or, if re-performance is not reasonably possible or is not completed within thirty (30) days of notice, a refund of the Fees paid for the non-conforming Services, in each case provided the Client notifies Alayrix in writing with reasonable particulars promptly and in any event within thirty (30) days of delivery. This clause does not limit a right that cannot lawfully be limited and does not shorten any limitation period prescribed by law.

36.4 Disclaimer. EXCEPT AS EXPRESSLY STATED IN THIS CLAUSE 36, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES, THE DELIVERABLES, FLOWENCE AND ALL AI-ASSISTED MATERIAL ARE PROVIDED "AS IS" AND "AS AVAILABLE", AND ALAYRIX DISCLAIMS ALL OTHER WARRANTIES, CONDITIONS AND REPRESENTATIONS, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND UNINTERRUPTED OR ERROR-FREE OPERATION. ALAYRIX DOES NOT GUARANTEE ANY BUSINESS RESULT, INCLUDING REACH, ENGAGEMENT, FOLLOWERS, LEADS, SALES, RANKINGS, REVENUE OR REPUTATION.

36.5 The Client acknowledges that the Fees reflect this allocation of risk and that Alayrix would not enter into the Agreement without it.

37.1 By the Client. The Client will defend, indemnify and hold harmless Alayrix, its affiliates, and their respective directors, officers, employees, contractors and agents (the "Alayrix Indemnitees") from and against all claims, demands, proceedings, losses, liabilities, damages, penalties, fines, costs and expenses, including reasonable legal fees ("Losses"), arising out of any third-party claim or regulatory action to the extent arising from: (a) the Client Materials or Alayrix's use of them as permitted by the Agreement; (b) any claim, advertisement or content that the Client supplied, approved or published, including AI-assisted content that the Client approved or published; (c) the Client's breach of clause 11, 13, 19.10, 19.11, 21 or 25 or of the Flowence Acceptable Use Policy and Community Guidelines; (d) the Client's violation of Applicable Law or a third party's rights; or (e) the Client's failure to give notices or obtain consents required for Personal Data it supplied.

37.2 By Alayrix. Alayrix will defend the Client against a third-party claim alleging that the Alayrix Background Materials, as supplied by Alayrix and used in accordance with the Agreement, infringe that third party's copyright, trade mark or registered patent, and will pay the damages and costs finally awarded or agreed in settlement by Alayrix. Alayrix has no obligation to the extent the claim arises from the Client Materials, Third-Party Materials, AI-generated components, modifications not made by Alayrix, combination with items not supplied by Alayrix, or use in breach of the Agreement. If a claim is made or is likely, Alayrix may procure the right to continue use, modify or replace the item, or terminate the affected item and refund the Fees paid for it. This clause 37.2 states Alayrix's entire liability and the Client's exclusive remedy for intellectual property infringement claims.

37.3 Procedure. The indemnified Party will give prompt written notice of a claim (failure to do so relieves the indemnifying Party only to the extent it is prejudiced), allow the indemnifying Party sole control of the defence and settlement (provided no settlement imposes an admission of liability or non-monetary obligation on the indemnified Party without its consent), and give reasonable cooperation at the indemnifying Party's cost.

38.1 Exclusion of indirect loss. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY IS LIABLE TO THE OTHER, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, RESTITUTION OR OTHERWISE, FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE LOSS OR DAMAGE, OR FOR ANY LOSS OF PROFIT, REVENUE, BUSINESS, CONTRACTS, ANTICIPATED SAVINGS, GOODWILL, REPUTATION, DATA OR OPPORTUNITY, IN EACH CASE ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LOSS.

38.2 Cap. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF ALAYRIX AND ITS AFFILIATES, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS AND AGENTS, ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT AND THE SERVICES, UNDER ANY LEGAL THEORY, WILL NOT EXCEED THE FEES ACTUALLY PAID BY THE CLIENT TO ALAYRIX FOR THE SERVICES GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS IMMEDIATELY BEFORE THE FIRST EVENT GIVING RISE TO LIABILITY.

38.3 AI-specific limitation. WITHOUT LIMITING CLAUSES 19, 38.1 AND 38.2, ALAYRIX IS NOT LIABLE FOR LOSS ARISING FROM THE ACCURACY, ORIGINALITY, LEGALITY OR FITNESS OF AI-GENERATED OR AI-ASSISTED MATERIAL THAT THE CLIENT APPROVED OR PUBLISHED, FROM THE ACTS OR OMISSIONS OF A THIRD-PARTY AI PROVIDER, OR FROM THE CLIENT'S RELIANCE ON AI OUTPUT WITHOUT INDEPENDENT VERIFICATION, EXCEPT TO THE EXTENT THE LOSS WAS CAUSED BY ALAYRIX'S GROSS NEGLIGENCE OR WILFUL MISCONDUCT, AND THEN SUBJECT TO CLAUSE 38.2.

38.4 Multiple claims. The existence of more than one claim does not enlarge the cap. Amounts paid under the cap in respect of one claim reduce the amount available for others.

38.5 Third parties. Alayrix has no liability for the acts or omissions of Third-Party Platforms, the Client's customers, or other third parties outside its reasonable control, or for loss that the Client could have avoided by taking reasonable steps.

39.1 Exceptions. Nothing in the Agreement limits or excludes liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) wilful misconduct, to the extent the law does not permit its exclusion; (d) the Client's obligation to pay Fees; (e) the Client's indemnity under clause 37.1 and misuse of Alayrix's intellectual property; or (f) any liability that cannot lawfully be limited or excluded.

39.2 Mitigation. Each Party must take reasonable steps to mitigate its loss.

39.3 Prompt notice. The Client will notify Alayrix in writing of a claim as soon as reasonably practicable after becoming aware of the circumstances. A delay does not extinguish the claim or shorten any limitation period prescribed by law, but Alayrix is not liable for the extent to which the delay increased the loss or prejudiced Alayrix's ability to respond.

39.4 Basis of the bargain. The Parties agree that the limitations in clauses 36 to 39 are reasonable, have been negotiated or are reflected in the Fees, are separate and severable, and will apply even if a remedy fails of its essential purpose.

39.5 Individuals. The Client will not bring any claim in respect of the Agreement against any director, officer, employee or contractor of Alayrix personally, except for fraud. Each such person may enforce this clause.

Neither Party is liable for delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including natural disasters, epidemic, war, terrorism, civil unrest, strikes, government action or sanctions, change in law, power or internet or telecommunications failure, cyberattack, failure or change of a Third-Party Platform or AI provider, or failure of a supplier ("Force Majeure Event"). The affected Party will notify the other promptly and use reasonable efforts to resume performance. If a Force Majeure Event continues for more than sixty (60) days, either Party may terminate the affected Services on notice, and Alayrix will refund prepaid Fees for Services not performed.

41.1 Notices to Alayrix must be in writing and sent to services@alayrix.com with a copy by courier to H#C-40, Karachi University Staff Town, Karachi, Pakistan. Legal notices to the Client may be sent to the email address of the account owner, to the address in the Service Order, or through Flowence, and are deemed received on the next Business Day after sending by email and on delivery by courier.

41.2 The Client consents to receive notices, disclosures, invoices and other communications electronically and agrees that electronic communications satisfy any legal requirement that they be in writing. The Client must keep its contact details current.

42.1 The Agreement, and any dispute or claim (including non-contractual disputes) arising out of or in connection with it or its subject matter or formation, is governed by the laws of the Islamic Republic of Pakistan, without regard to conflict-of-law rules.

42.2 Subject to clause 43 and to any mandatory rule of Applicable Law to the contrary, the courts of Karachi, Pakistan have exclusive jurisdiction over any such dispute, and each Party irrevocably submits to that jurisdiction and waives any objection to venue or to forum non conveniens. Either Party may seek urgent injunctive or interim relief from any court of competent jurisdiction to protect its Confidential Information or intellectual property.

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

42.4 Enterprise arbitration option. A signed Service Order may substitute binding arbitration for clause 42.2, specifying the seat, rules and language. Absent such a provision, clause 42.2 applies.

42.5 Mandatory consumer and local law. If the Client is a consumer entitled by mandatory law to bring proceedings in its home courts or to rely on its home law, nothing in this clause 42 deprives it of that right.

43.1 The Parties will first attempt in good faith to resolve a dispute by written notice and discussion between senior representatives for thirty (30) days (the "Negotiation Period"). Either Party may seek urgent interim relief during that period.

43.2 If the dispute is not resolved, the Parties may agree to mediation in Karachi, but nothing requires them to do so. Either Party may then commence proceedings under clause 42.

43.3 To the maximum extent permitted by Applicable Law, each Party waives any right to a jury trial and the Client agrees that claims may be brought only in an individual capacity and not as a plaintiff or class member in a purported class, collective or representative proceeding, except where the law does not permit that waiver.

43.4 The Client acknowledges that a judgment of the courts of Pakistan may be enforced in other jurisdictions only in accordance with the law of those jurisdictions, and that Alayrix may bring enforcement proceedings wherever the Client or its assets are located.

44.1 Alayrix sends transactional and service messages (invoices, security notices, onboarding and Service updates) as necessary to perform the Agreement. Marketing messages are sent only with the consent required by Applicable Law (including CASL, the CAN-SPAM Act, the Australian Spam Act, the GDPR and ePrivacy rules) or where otherwise lawful.

44.2 Every marketing email contains a clear and working unsubscribe link and Alayrix's identification and physical address. Alayrix will honour an unsubscribe request within the time required by law, and in any event within ten (10) Business Days. Transactional messages are not affected.

45.1 The Client may not assign or transfer the Agreement or any right under it without Alayrix's prior written consent, which will not be unreasonably withheld. Alayrix may assign the Agreement to an affiliate or to a successor to its business upon notice to the Client.

45.2 Alayrix may use employees, contractors, affiliates and subprocessors to perform the Services and remains responsible for their performance of its obligations under the Agreement, subject to its limitations of liability.

46.1 Entire agreement. The Agreement is the entire agreement between the Parties on its subject matter and supersedes all prior proposals, understandings and representations. The Client's purchase-order terms and other standard terms do not apply.

46.2 Severability. If a provision is held invalid or unenforceable, it will be enforced to the maximum extent permissible and the remainder will continue in full force. A court may reform a provision to the minimum extent necessary to make it enforceable.

46.3 Waiver. A failure or delay in exercising a right is not a waiver. A waiver is effective only if in writing and signed by the waiving Party.

46.4 Relationship. The Parties are independent contractors. Nothing creates a partnership, joint venture, agency, fiduciary or employment relationship.

46.5 No third-party beneficiaries. Except for the Alayrix Indemnitees and the persons referred to in clause 39.5, no third party may enforce the Agreement.

46.6 Compliance. Each Party will comply with applicable anti-bribery, anti-corruption, sanctions and export control laws. The Client represents that it is not the target of sanctions and will not use the Services in or for a sanctioned jurisdiction, person or purpose.

46.7 Language. The governing language of the Agreement is English. A translation is for convenience only and the English text prevails.

46.8 Counterparts and electronic signature. The Agreement may be executed in counterparts and by electronic signature, each of which is an original.

General and legal notices: services@alayrix.com. Privacy requests: services@alayrix.com with the subject Privacy Request. Postal address: BnR360, H#C-40, Karachi University Staff Town, Karachi, Pakistan. Alayrix will acknowledge a written complaint within five (5) Business Days and will aim to respond substantively within thirty (30) days.