Xeplans — Terms of Sale and Refund Policy

1. What these terms cover

These Terms of Sale govern every paid supply by Azam Hashmi ("Xeplans", "we", "us"), an individual in Jeddah, Saudi Arabia, who uses the name "Xeplans", to you ("the buyer", "you"). Xeplans is not a registered company. Postal address: Al-Safa 1, Jeddah 24381, Saudi Arabia. Google Play shows the account holder's full legal name.

They apply together with our Terms of Service at xeplans.com/terms, our Privacy Policy at xeplans.com/privacy and our Disclaimer at xeplans.com/disclaimer. Where these Terms of Sale conflict with the Terms of Service on a purchase, these terms prevail for that purchase. Where a written agreement signed by both parties — a proposal, a statement of work, a master services agreement or an order form — conflicts with these terms, the signed agreement prevails for what it covers.

Today, xeplans.com has no checkout. We do not take payment through the site, and we never ask for payment card details by email. Everything we supply is agreed in writing first and invoiced. The provisions below about online orders, digital products and subscriptions apply if and when we offer them.

2. Nothing on the site is an offer

Prices, descriptions, capabilities and timescales published on the site or sent in an estimate are an invitation to treat, not an offer capable of acceptance. A contract is formed only when:

• both parties sign a proposal, statement of work or order form; or
• we confirm your order in writing, or begin performing it with your written agreement; or
• where a checkout exists, we send you an order confirmation. An automated acknowledgement that we received your order is not acceptance of it.

We may decline any order, in whole or in part, before it is accepted — including where a price or description was published in error, where we cannot lawfully supply you, where a sanctions or export restriction applies, or where we lack capacity. If we decline after taking payment, we refund it in full.

Obvious error. Where a price or description is obviously wrong and you could reasonably have realised it, we are not bound by it.

Under the Saudi E-Commerce Law, our electronic advertising about a product or service forms part of the contract you make with us for it and binds us; nothing in these terms takes that away.

3. What we supply

• Professional services — design, engineering, software, artificial intelligence and automation work — performed with reasonable skill and care by suitably qualified people, to the scope the signed agreement states.
• Deliverables — the specific items that agreement lists: code, designs, documents, models, data or hardware-adjacent artefacts.
• Digital products and licences, where offered: software, templates, models or datasets supplied for download or online access.
• Subscriptions, where offered: access to a product or service for a recurring period.

Unless the signed agreement expressly says otherwise, we supply services, not a guaranteed outcome. A timescale is an estimate made in good faith on the information available and is not a condition of the contract unless the agreement states that time is of the essence.

4. Prices, currency, and taxes

Prices are those in the signed agreement or, for an online order, those shown at the time of the order. Unless stated otherwise:

• prices are exclusive of value added tax, goods and services tax, sales tax and every similar tax, which is added at the rate in force at the tax point;
• Saudi Arabia. Where the supply is subject to Saudi value added tax, it is charged at the statutory rate in force and a compliant electronic invoice is issued in accordance with the Zakat, Tax and Customs Authority rules;
• Other territories. Where a supply is subject to tax in your territory — including EU or UK VAT, United States state sales tax, or an equivalent — that tax is added where we are required to charge it, or accounted for by you under a reverse charge where the law places that duty on you. A valid tax registration number must be given before the invoice is issued for a reverse charge to apply;
• Withholding tax. If you must deduct a withholding tax from a payment, the amount payable is increased so that we receive the sum we would have received had no deduction been required, unless the signed agreement says otherwise. You must send us the withholding certificate promptly;
• prices exclude duties, customs charges, bank charges and currency conversion costs, which you pay;
• the contract currency is the one the agreement or the order states. Where you pay in another currency, you carry the exchange rate and any conversion fee;
• third-party costs — cloud, hosting, licences, hardware, travel and similar — are yours unless the agreement says they are included.

Payment card data. Where a checkout exists, payment is taken by a regulated payment provider. We do not receive, process or store your full payment card number. We never request card details, passwords or one-time codes by email or telephone; a message that does is not from us.

5. Payment terms

• Invoices are payable within 30 days of the invoice date, or on the terms the signed agreement states. A deposit or milestone payment, where agreed, is payable before that stage of work begins.
• Late payment. If an undisputed invoice is not paid when due, we may suspend work as this section allows and claim compensation for the actual harm the delay causes us, as Saudi law permits. We charge no interest. Where a statutory late payment regime applies to the contract, that regime applies instead.
• Set-off. You must pay in full without set-off, counterclaim or deduction, except where the law entitles you to withhold. We may set off any amount you owe us against any amount we owe you.
• Suspension. If an undisputed invoice is more than 14 days overdue we may, after written notice, suspend work, withhold delivery, and suspend any licence granted under section 8, without liability. A disputed amount must be notified with reasons before the due date, and the undisputed balance paid.

6. Changes to scope

Either party may request a change to the scope, the specification or the timescale. A change takes effect only when both parties agree it in writing, including its effect on price and dates. Work outside the agreed scope is chargeable at our then-current rates. We are not obliged to begin a change until it is agreed.

7. What we need from you

You will provide, promptly and at your own cost, the access, information, content, approvals, decisions, licences, personnel and environments the work reasonably requires, and you confirm that anything you supply is accurate and that you have the right to supply it. Where our performance is delayed or increased in cost by your delay, your act or your omission, the dates move accordingly and we may charge the reasonable additional cost.

8. Delivery, acceptance and intellectual property in what we make

Delivery. Digital deliverables are delivered electronically. A delivery date is an estimate unless the agreement states otherwise. Risk in any physical item passes on delivery to you or your carrier.

Acceptance. Unless the signed agreement sets another procedure, a deliverable is accepted when you confirm acceptance, or 10 working days after delivery if you have not given written notice of a material failure to meet the agreed specification, or when you put it into live use, whichever happens first. Where you give valid notice, we correct the failure and re-deliver, and the period runs again on the corrected deliverable.

Our background rights. We keep ownership of everything we owned or developed before the engagement, and of our tools, frameworks, libraries, methods, know-how and generic components, together with any improvement to them. Nothing in a contract transfers them.

Your material. You keep ownership of everything you supply to us. You grant us a licence to use it for the engagement only.

The deliverables. Unless the signed agreement says otherwise, and on full payment of every amount due, we assign to you the intellectual property rights we create specifically for you in the deliverables, excluding our background rights, and we grant you a perpetual, worldwide, non-exclusive, royalty-free licence to use our background rights to the extent needed to use the deliverables for their intended purpose. Until full payment is received, you have no right to use any deliverable, and any licence or assignment is conditional and revocable.

Third-party and open-source components. A deliverable may include third-party or open-source components, which are licensed to you on their own terms. We tell you which components those are, and we do not warrant them beyond passing through any warranty we are able to pass through.

Reference. We may name you as a client and describe the work in general terms unless you tell us in writing not to. We publish nothing confidential.

9. Confidentiality

Each party keeps the other's confidential information confidential, uses it only for the engagement, protects it with at least reasonable care, and returns or destroys it on request. This does not apply to information that is public through no breach, was already known, is independently developed, or must be disclosed by law or a competent authority — and in that last case the disclosing party gives notice where it lawfully may. This section survives for 5 years after the engagement ends, and indefinitely for anything that is a trade secret.

10. Warranty, and what we do if something is wrong

We warrant that the services are performed with reasonable skill and care, and that a deliverable will materially conform to its agreed specification for 90 days after acceptance.

If a deliverable does not, tell us within that period and we will, at our option and at our cost, correct it or re-perform the work. If we cannot within a reasonable time, we refund the fee paid for the non-conforming deliverable. This is your exclusive remedy for a breach of this warranty, except where the law gives you a right that cannot be excluded.

The warranty does not cover a fault caused by your change to a deliverable, by your use outside the agreed purpose or environment, by anything you supplied, by a third-party service or component, or by your failure to apply a correction we provided.

Except as stated here and to the fullest extent permitted by law, all other warranties, conditions and terms implied by statute or common law are excluded, including merchantability, satisfactory quality and fitness for a particular purpose. Nothing in this section affects a consumer's statutory rights.

11. If you are a consumer: cancellation, withdrawal and refunds

This section applies where you buy outside your trade, business, craft or profession, and to every buyer in the Kingdom of Saudi Arabia whom Saudi law treats as a consumer — under the E-Commerce Law that can include a business. It adds to your statutory rights and never replaces them.

• European Union, United Kingdom, Norway, Iceland and Liechtenstein. You have 14 days from the day the contract is concluded, or from the day you receive a physical item, to withdraw without giving a reason. Tell us at contact@xeplans.com. We refund every payment received, including standard delivery, within 14 days of being told, using the same payment method. Digital content and services: if you ask us to begin supply during the 14-day period, you expressly agree that we may begin and you acknowledge that you lose the right to withdraw once the digital content has been fully supplied; where we have begun a service at your request and you then withdraw, you pay for the part already supplied. We ask for that agreement and that acknowledgement expressly before we begin, and we keep the record.
• Kingdom of Saudi Arabia. Under the E-Commerce Law you may cancel a contract for a service within 7 days of making it, as long as you have not used or benefited from the service, and a contract for a product within 7 days of receiving it, as long as you have not used it. To cancel, write to contact@xeplans.com with the subject CANCEL. You bear the costs of cancelling unless we agree otherwise. You cannot cancel a contract for a product made at your request or to your own specification, for software that has been used or that you bought as a download (unless it is faulty or not as agreed), or in the other cases the law and its Implementing Regulation list; where one applies, we tell you before you contract. You keep every other right Saudi law gives you, and you may complain to the Ministry of Commerce.
• United States. You have the rights your state's law gives you. Where a subscription renews automatically, we disclose the terms clearly before you buy, obtain your express consent, send the reminders the law requires, and provide a cancellation route that is at least as easy as signing up.
• Australia, Canada, New Zealand, Japan, Brazil, India and elsewhere. You keep every non-excludable right and guarantee your law gives you, including any right to a repair, replacement or refund for a major failure. Nothing here limits a consumer guarantee.
• Everywhere. Where your law gives you a longer period, a broader right or a faster refund than this section states, your law applies.

12. Refund policy

Refunds are paid to the original payment method and in the original currency. We do not carry the cost of an exchange-rate movement or a bank fee between payment and refund. To ask for a refund, write to contact@xeplans.com with the subject REFUND, the invoice or order reference and the reason. We answer within 5 working days and, where the refund is due, pay it within 14 days of agreeing it.

13. Subscriptions, where offered

We state the price, the billing period, the renewal date and the cancellation route before you buy. A subscription renews automatically for the same period unless you cancel before the renewal date, and you may cancel at any time with effect from the end of the current period. We give at least 30 days' notice of a price change, and you may cancel before it takes effect. Where your law requires a renewal reminder, an express consent to auto-renewal, or a one-click cancellation, we provide it.

14. Chargebacks

If you believe a charge is wrong, contact us first. Raising a chargeback before contacting us delays resolution for both of us. Where a chargeback is raised without a valid basis, we may suspend supply, recover the chargeback fee, and recover the amount as a debt.

15. Termination

Either party may end an engagement immediately by written notice if the other commits a material breach that is not remedied within 14 days of written notice, or becomes insolvent, enters administration or liquidation, or ceases to carry on business. On termination you pay for all work performed and all unavoidable committed costs to the termination date, we deliver the work in progress you have paid for, and each party returns or destroys the other's confidential information. Sections 4, 5, 8, 9, 10, 16, 17, 18 and 19 survive.

16. Limitation of liability

Read this section carefully.

Nothing here excludes or limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, for gross negligence or wilful misconduct, for a breach of a consumer's non-excludable statutory rights, or for anything else the law does not allow to be limited.

Subject to that, and to the fullest extent permitted by applicable law:

• neither party is liable for indirect, incidental, special, consequential or punitive loss, or for loss of profit, revenue, business, contracts, anticipated savings, goodwill, reputation, opportunity, data or data use, however caused;
• our total aggregate liability under or in connection with an engagement, for all claims taken together, is limited to the total fees you paid us under that engagement in the 12 months before the event giving rise to the claim;
• where no fee has been paid, our total aggregate liability is limited to one hundred United States dollars (USD 100);
• these limits apply even if a remedy fails of its essential purpose, and they survive termination;
• your obligation to pay fees due is not subject to these limits, and neither is either party's liability for a breach of section 9 or for infringing the other's intellectual property.

A claim must be brought within the period the applicable law sets. Under Saudi law, the parties cannot shorten or lengthen that period by agreement. These limits are a reasonable allocation of risk, and the prices reflect them.

17. Sanctions, export control and lawful conduct

You confirm that you are not located in, resident in or organised under the laws of a comprehensively sanctioned country or territory, and that neither you nor anyone who owns or controls you is on a restricted-party list maintained by the United States Office of Foreign Assets Control, the United Nations, the European Union or the United Kingdom. Nothing we supply may be exported, re-exported or used in breach of any export control or sanctions law, or for any prohibited end-use, including the design or production of weapons of mass destruction. Each party complies with all applicable anti-bribery, anti-corruption and anti-money-laundering laws. We may suspend or end a contract immediately where compliance requires it, without liability.

18. Force majeure

Neither party is liable for a failure or delay caused by an event beyond its reasonable control, as described in section 15 of the Terms of Service. If the event lasts more than 60 days, either party may end the affected engagement by written notice, and you pay for the work performed to that date.

19. Governing law and disputes

These terms are governed by the laws of the Kingdom of Saudi Arabia, and disputes are resolved as section 19 of the Terms of Service sets out: good-faith negotiation for 30 days, then arbitration administered by the Saudi Center for Commercial Arbitration in Riyadh in English, with the carve-outs for urgent injunctive relief, small claims and consumers stated there.

This choice does not deprive a consumer of the protection of any mandatory rule of the law of the country where they habitually reside, and a consumer may always bring proceedings in their own courts.

20. General

These terms may not be assigned by you without our written consent; we may assign to an affiliate or a successor. If a provision is invalid it is modified to the minimum extent needed, or severed. A failure to enforce is not a waiver. There is no partnership or agency between us. These terms, with the documents named in section 1 and any signed agreement, are the entire agreement about a purchase. Under the Saudi E-Commerce Law, our electronic advertising about a product or service forms part of the contract you make with us for it and binds us; nothing in these terms takes that away. Any purchase order terms or standard conditions you issue have no effect, even if we do not object to them and even if we perform the work.

Language. These terms are published in English and Arabic. The Arabic version is the operative text for buyers in the Kingdom of Saudi Arabia and wherever Saudi law requires an Arabic text; elsewhere the English version governs.

21. Contact