Plain English summary: Fixed-price projects, milestones funded through Upwork escrow, you own everything I build, I keep what I built before our project started, and neither of us is liable for more than the project fee. The full version is below.
1. Acceptance
By engaging Lofts Studio ("we", "I", "the Studio") for services described on lofts.studio or via Upwork, you ("Client") agree to these Terms of Service. If you do not agree, please do not engage the Studio.
2. Services
The Studio provides freelance development, design, optimization, and automation services as described on the site. Specific scope, deliverables, timeline, and price for any engagement are defined in a written agreement (typically the Upwork contract or fixed-price milestone description) before work begins.
3. Engagement model
- Fixed-price. Default engagement model. Scope and deliverables are agreed in writing before work begins. No hourly billing unless explicitly agreed.
- Milestones. Larger projects are split into milestones. Each milestone has a deliverable, a price, and an acceptance criterion.
- Revisions. Two revision rounds per milestone are included unless otherwise agreed. Further revisions are billed separately.
- Out-of-scope work. Additional features or changes outside agreed scope are quoted separately and require written approval before being started.
4. Payments & Upwork escrow
- All payments flow through Upwork. The Studio does not accept direct payments (wire, PayPal, crypto, etc.) unless explicitly agreed for clients already verified through Upwork.
- Each milestone is funded into Upwork escrow before work begins on that milestone.
- Funds release upon Client approval of the milestone deliverable, or per Upwork's standard dispute process if a disagreement arises.
- Upwork's terms, fees, and dispute resolution process apply to all transactions.
5. Timeline & delivery
- Agreed timelines assume reasonable Client responsiveness (assets, feedback, approvals delivered within 2 business days unless otherwise specified).
- Delays in Client responsiveness extend the timeline accordingly and do not constitute breach by the Studio.
- The Studio commits to delivering on agreed dates assuming the assumptions above hold. Material risks are flagged in writing as they emerge.
6. Intellectual property
- You own what I build for you. Upon full payment of all invoices for a project, all custom code, designs, and deliverables produced specifically for the Client transfer to the Client.
- I retain ownership of pre-existing IP. Reusable libraries, internal tooling, code patterns, and methodologies developed by the Studio prior to or outside the engagement remain the property of the Studio. The Client receives a perpetual, non-exclusive license to use any such pre-existing IP embedded in deliverables.
- Third-party licenses. Code, fonts, plugins, and assets licensed from third parties (e.g. WordPress plugins, Shopify apps, font licenses) remain subject to their original licenses. The Studio will disclose any such licenses in the project handoff.
- Portfolio rights. Unless the Client requests otherwise in writing, the Studio may reference the engagement in its portfolio (screenshots, URL, project description) after launch.
7. Confidentiality
The Studio treats all non-public Client information (business plans, customer data, financials, source code shared during engagement) as confidential. This obligation survives termination of any engagement. The Studio will sign reasonable NDAs on request.
8. Warranties & disclaimers
- The Studio warrants that deliverables will substantially conform to the agreed specification at the time of delivery.
- For a period of 30 days after launch, the Studio will fix bugs in delivered code at no additional cost. This warranty does not cover: third-party software defects, hosting issues, changes made by Client or other developers after handoff, or modifications to data outside the Studio's control.
- No guarantee of business outcomes. Specific metrics referenced on the site (e.g. conversion lifts, revenue impacts, ROI numbers) reflect past results in specific engagements and are not guarantees of future performance for any particular Client.
- Except as expressly stated, all services are provided "as-is" without warranty of any kind, express or implied.
9. Limitation of liability
To the maximum extent permitted by law, the Studio's total cumulative liability arising from any engagement shall not exceed the total fees paid by the Client for that specific engagement. In no event shall the Studio be liable for indirect, incidental, consequential, special, or punitive damages — including lost profits, lost revenue, or loss of data — even if advised of the possibility.
10. Termination
- Either party may terminate an engagement for any reason with reasonable written notice (typically 7 days).
- Upon termination, the Client pays for all work delivered and accepted prior to termination; the Studio delivers all completed work.
- For material breach (non-payment, non-responsiveness beyond 14 days), the non-breaching party may terminate immediately.
11. Indemnification
The Client agrees to indemnify and hold the Studio harmless from any claim arising from Client-provided content (text, images, data) infringing third-party rights, or from the Client's use of the deliverables in violation of applicable law.
12. Governing law
These Terms are governed by the laws of Pakistan, without regard to conflict-of-law principles. Disputes that cannot be resolved through Upwork's dispute resolution process shall be subject to binding arbitration in Multan, Pakistan, or another mutually agreed location.
13. Modifications
The Studio may update these Terms from time to time. Material changes will be reflected on this page with an updated "Last updated" date. For active engagements, the version of Terms in effect at the start of the engagement applies for that engagement unless both parties agree in writing to a new version.
14. Contact
Questions about these Terms:
Email: the contact form on the homepage
Mailing address: Lofts Studio, [Street Address], Multan, 60000, Pakistan
Note: These Terms are provided as a starting point and reflect current practices honestly. They are not legal advice. Before relying on them for binding commercial agreements, have a qualified attorney in your jurisdiction review them and adapt them to your specific situation.