General Terms & Conditions

Title 1: Legal Nature & Enforcement

1.1 Binding Agreement

This Agreement constitutes a legally binding contract between the Client and Bin Khalid Group (BKG) — defined herein to include any of its affiliated trademark entities — for the provision of services described in the attached annexures and scopes.
Upon signature, both Parties agree to be governed exclusively by the express terms contained herein and acknowledge that this Agreement:

• Creates an enforceable obligation under the laws of the Islamic Republic of Pakistan,

• Is actionable before competent courts and/or arbitration as per Title 6, and

• Supersedes any and all prior verbal discussions, assumptions, or informal commitments.

1.2 Cross-Entity Validity (BKG Subsidiary Provision)

This Agreement may be executed by any one of the proprietary firms operating under the “Bin Khalid” registered trademark, including but not limited to:

• • Bin Khalid Builders – Civil construction, grey structure, and architectural finishing.
  • Bin Khalid Estates – Turnkey real estate development and land acquisition.
  • Bin Khalid Engineers – Design consultancy only, including architectural, structural, and interior design services.

• Bin Khalid Traders – Procurement, import/export, and material supply services.

Execution by any one of these firms shall render this Agreement binding upon the Client in respect of all BKG entities, unless otherwise limited in writing. The Client expressly acknowledges that services may be delivered by any one or more of the above, and that obligations undertaken herein shall be enforceable across all such BKG trademarked entities acting under a unified commercial identity.

1.3 Irrevocable Commitment

By executing this Agreement, the Client affirms that they:

• Have read, understood, and voluntarily accepted all terms;

• Are entering into the Agreement with full legal capacity and authority;

• Agree that no Party may unilaterally withdraw without fulfilling all accrued obligations unless specifically permitted under the provisions of Termination (Title 10), Force Majeure, or Material Breach.

No lack of signature from the Company shall void this Agreement once services have commenced or payment has been received — enforceable under Section 2(e) and Section 10 of the Contract Act, 1872 through acceptance by conduct.

1.4 Governing Law and Jurisdiction

This Agreement shall be interpreted and enforced strictly in accordance with:

• The Contract Act, 1872

• The Civil Procedure Code, 1908

• The Qanun-e-Shahadat Order, 1984

• The Electronic Transactions Ordinance, 2002 (where applicable)

• And all other relevant federal or provincial statutes in force

Jurisdiction for all disputes, claims, and legal actions shall lie exclusively with the civil courts at Lahore, unless BKG elects arbitration per Title 6.

1.5 Supremacy of Written Terms

In the event of any contradiction between:

• This Agreement,

• Attached annexures,

• Supplementary communication (emails, WhatsApp),

• Verbal assurances or marketing material,

The express written terms of this Agreement shall prevail.

This clause is enforceable notwithstanding any previous communications, representations, or preliminary interactions.

1.6 Binding Effect on Affiliates, Vendors, and Referrers

This Agreement shall apply not only to the Client but shall be deemed binding upon any agent, affiliate, introducer, or vendor interacting with BKG in relation to the subject project. Such third parties shall be considered to have accepted these terms through:

• Continued engagement,

• Receipt or use of deliverables,

• Acknowledgment of project communications, or

• Claiming any commercial incentive or referral fee.

1.7 Severability and Survival

If any provision of this Agreement is held to be invalid, illegal, or unenforceable:

• That clause shall be severed without affecting the enforceability of the remaining provisions;

• Clauses relating to payment, intellectual property, indemnity, jurisdiction, and confidentiality shall survive termination and remain enforceable indefinitely, or as per the periods defined under Pakistani law.

Title 2: Definitions & Interpretation

2.1 Rules of Interpretation

Unless otherwise specified in context:

• Headings are inserted for convenience and do not affect clause interpretation.

• The singular includes the plural and vice versa; references to any gender include all genders.

• The terms “including”, “includes”, and “such as” are deemed to be followed by “without limitation”.

• References to statutes or laws include amendments, reenactments, and subordinate legislation made thereunder.

• Terms defined herein shall have the same meaning throughout this Agreement, unless explicitly redefined.

2.2 Defined Terms

The following capitalized terms shall carry the meaning assigned to them below:

(a) “Agreement”
Means this binding contract, inclusive of all annexures, schedules, amendments, and referenced clauses, executed between the Client and BKG or its affiliated entities.

(b) “Client”
Refers to the individual, business entity, or legal person entering into this Agreement with BKG for the purposes of engaging design, construction, project management, real estate, or related services.
The term shall include successors, legal representatives, or agents acting on the Client’s behalf.

(c) “BKG” or “Bin Khalid Group”
Refers to the group of proprietary firms operating under the registered Bin Khalid trademark, including but not limited to:

• Bin Khalid Builders – Civil construction, grey structure, and architectural finishing.
• Bin Khalid Estates – Turnkey real estate development and land acquisition.
• Bin Khalid Engineers – Design consultancy only, including architectural, structural, and interior design services.
• Bin Khalid Traders – Procurement, import/export, and material supply services.

Any reference to “BKG” shall include any one or more of the above entities, acting independently or jointly.

(d) “Project”
Refers to the defined scope of services selected and approved by the Client under this Agreement, including but not limited to:

• Design consultancy

• Construction execution

• Real estate facilitation

• Project management

• Procurement or import services

(e) “Affiliate”
Means an independent person or entity introducing the Client to BKG in exchange for a referral fee or commission.
Affiliates:

• Are not employees, agents, or partners of BKG;

• Cannot bind BKG or issue quotations;

• Must act within the limits prescribed in their Affiliate Agreement or Annexure (if any).

(f) “Vendor”
Means any third-party supplier, service provider, or contractor who provides labor, materials, equipment, or services for the Project, whether appointed by BKG or requested by the Client.

• Vendors are independent entities unless engaged under a formal contract with BKG.

• BKG assumes no liability for vendor performance unless explicitly stated in the Agreement.

(g) “User”
Includes any person or legal entity who:

• Interacts with BKG through inquiry, communication, or participation,

• Initiates or responds to a service request,

• Engages without executing a formal contract but becomes subject to certain binding clauses (e.g., payment protocols, confidentiality).

(h) “Force Majeure”
Refers to any event beyond the reasonable control of the affected party, including but not limited to:

• Natural disasters (floods, earthquakes)

• Political unrest, terrorism, war

• Governmental restrictions or lockdowns

• Cyberattacks, strikes, utility failure

That materially affects the execution or continuity of obligations under this Agreement.

2.3 Interpretative Hierarchy

In the event of any conflict or inconsistency between:

• The main body of this Agreement

• Attached annexures and project packages

• Formal email communications from BKG

• Verbal assurances or informal digital exchanges

The order of precedence shall be:

1 → 2 → 3 → 4, with the main Agreement governing in all disputes unless otherwise stated.

2.4 Legal Standing of Definitions

These definitions shall be binding and legally enforceable under Pakistani law, and interpretation shall align with:

• The Contract Act, 1872

• The Qanun-e-Shahadat Order, 1984 (Sections 92–94)

• General legal and commercial usage standards in the construction and design sectors

Burden of proof for disputing these definitions shall rest on the challenging party.

Title 3: Scope of Work & Exclusions

3.1 Scope of Work

Subject to the Client’s final selection, written confirmation, and execution of this Agreement, BKG shall provide one or more of the following services under the “Project” (as defined in Title 2):

(a) Design Consultancy Services

• Architectural planning and space configuration

• Structural and layout drawings (non-MEP unless explicitly contracted)

• Interior design including material palettes, zoning, and layout

• Mood boards, 3D visualizations, and working drawings

• Site milestone visits (as defined in the package and Section 4.1(d))

• Submission of one physical B&W printout upon written request (additional prints chargeable)

Design deliverables do not include editable source files unless separately contracted. (See Title 7: Intellectual Property Rights)

(b) Construction Services

• Site mobilization and civil execution

• Foundation, grey structure, and finishing works

• Periodic site supervision and reporting

• Execution aligned with approved BOQs and drawings

Execution validity begins upon client’s final approval and advance payment and is subject to ongoing communication. Dormancy exceeding 90 days without client response may lead to review of scope, cost, and reactivation charges.

(c) Fabrication Services

• Custom kitchen units, wardrobes, vanities, feature walls, etc.

• Manufactured off-site at approved vendor facility

• Optional delivery facilitation upon written request

• Site installation (if included in project scope)

Fabrication work is staged against milestone-based payments. Risk transfers to client upon “ready for dispatch” notification.

(d) Project Management

• Vendor onboarding and scheduling

• Timeline management and coordination

• Quality control and milestone sign-offs

(e) Real Estate Advisory

• Land acquisition consultation

• Site selection advisory

• Transaction facilitation

This service is consultative unless explicitly covered under a separate commission or brokerage agreement.

(f) Import & Trading Services

• Procurement of project-specific imported materials

• Custom clearance, vendor coordination, dispatch management

• Product sourcing for unique or premium installations

(g) Market Visit Facilitation (Optional – See Clause 4.1(d))

• One joint market visit during mood-board finalization phase

• Strictly for project-relevant material selection

• Arranged upon written request and subject to BKG availability

If not availed, no substitution or monetary adjustment applies.

3.2 Service Limitation Clause

Only services expressly mentioned in:

• This Agreement

• Annexed packages or quotations

• Official emails from BKG’s domain

shall be deemed contractually binding. No verbal assurance, WhatsApp message, or informal instruction shall create legal liability unless expressly confirmed in writing.

3.3 Exclusions

Unless otherwise agreed in writing, the Company shall not be responsible for:

(a) Regulatory & Legal

• Title verification or property litigation

• Submission of drawings to authorities or compliance clearance

• Utility approvals (electricity, gas, water, NOCs)

(b) Site Infrastructure

• Underground plumbing, borewells, or septic systems

• Electrical connections and meter installations

• Network/internet infrastructure

(c) Security & Logistics

• Site guards or watchmen

• Responsibility for on-site theft or material loss

• Transportation unless specified in scope

(d) Third-Party Vendor Work

• Any vendor engaged without BKG’s prior written approval

• Rectification of third-party supplied materials or execution

• Coordination with client-appointed vendors (unless agreed)

(e) Loose Elements & Styling

• Furniture, appliances, curtains, electronics, or art

• Horticulture or landscaping

• Final placement of loose decor unless agreed

(f) Non-Standard Design Outputs

• Animated walkthroughs or 3D video renderings

• Topographic, MEP, bar bending, or soil analysis drawings

• More than one printed copy or colored prints (unless separately invoiced)

(g) Outstation Engagements

• Site visits outside Lahore shall incur travel, accommodation, and service charges, unless included in the quotation

3.4 Service Dormancy and Design Validity

• If the Client halts communication or approval for over 15 days during the design phase, standby charges may apply.

• Design scope and prices shall be valid for 60 days from final submission or approval. Beyond that, the Company reserves the right to:

• Reassess scope and charges, or

• Reissue updated proposal upon client’s reactivation.

3.5 Change Request & New Orders

The Company maintains a formal process for all scope changes or new work requests:

• Client submits a formal Change Request Form or New Order Request.

• Tracking number is issued and acknowledged by BKG via email.

• Estimated response time is communicated, based on request complexity.

• Response is issued along with cost and timeline (if applicable).

• Upon written approval and payment by Client (email or WhatsApp – with screenshot retention), execution is initiated.

Failure to approve within the validity period may result in cancellation or price revision of the request.

3.6 Legal Standing of Scope Clauses

This Title shall operate as:

• A detailed enumeration of inclusions (forming part of consideration under Contract Act, 1872)

• An exclusion list that restricts liability

• A procedural reference point for dispute determination

Any ambiguity shall be resolved in favor of the written Agreement and against reliance on informal or undocumented expectations.

Title 4: Client Obligations and Delays

4.1 General Client Responsibilities

The Client hereby agrees to fulfill the following obligations throughout the duration of the Project, without interruption or undue delay. These obligations are material to the successful execution of the Project, and non-compliance shall entitle the Company to take remedial action under Clause 4.6 below.

(a) Site Utilities
The Client shall ensure continuous and uninterrupted provision of essential site utilities including, but not limited to:

• Water supply (temporary or permanent),

• Electrical power (construction-grade or temporary supply),

• Any generator or backup system necessary to ensure work continuity.

(b) Site Security
The Client shall be solely responsible for on-site security, including:

• Protection of stored materials and equipment,

• Prevention of theft, vandalism, or unauthorized access,

• Deployment of guards or security personnel (if required).

(c) Vendor Interference
The Client shall not involve, appoint, or engage third-party vendors for any element of the Project without the Company’s prior written authorization. Unauthorized vendors shall be deemed non-compliant under Clause 4.6.

(d) Client Obligations in Design Services
To ensure the smooth and accurate execution of design services, the Client shall be responsible for the following:

• Provision of Accurate Site Information: Including plot dimensions, location coordinates, surrounding structures, and access roads.

• Correct Orientation and Site Conditions: Confirmation of North direction and all contextual site-level details.

• Applicable By-Laws and Regulations: Providing relevant local building by-laws or authority-specific guidelines.

• Verification of Submitted Data: The Client shall verify all site data before commencement of design.

Any design revisions, rework, or authority rejections arising from incorrect or incomplete data provided by the Client shall be the Client’s responsibility. The Company reserves the right to charge for any rework and extend timelines accordingly.

(e) Site Visit for Market Assistance
If the signed package or agreement includes a site or market visit, the Client may request to utilize it during the mood-board or material selection phase.

• The visit must be scheduled at least seven (7) days in advance.

• If not availed during that stage, future visits will be chargeable separately.

4.2 Complaint Submission Procedure

The Company follows a formal complaint resolution protocol to ensure transparency and accountability:

• A complaint may be submitted via email, through the official Complaint Form, or by informing a designated Company representative on-site.

• A tracking number shall be issued immediately or within 24 hours.

• The Company will email an acknowledgment with an estimated resolution timeline.

• The resolution will be sent via email. The Client may approve via:

• Reply to the official email, or

• WhatsApp confirmation. In such cases, the Company shall retain the screenshot and reconfirm by email.

• If the Client fails to respond within 48 hours of resolution issuance, the proposed resolution shall be deemed final and binding.

• Upon approval, the Company will proceed with implementation as per timeline.

4.3 Material Cost Variations

• The Client agrees that if material costs rise by more than 5% from the date of quotation, the increase shall be borne by the Client.

• The Company shall provide timely notice of such changes.

• No fixed rate shall apply unless otherwise agreed in writing.

This clause is enforceable under Section 73 of the Contract Act, 1872.

4.4 Client-Induced Delays

The following actions by the Client shall be treated as delay events attributable to the Client and shall entitle the Company to an automatic 15-working-day extension per instance:

(a) Indecision or Non-responsiveness

• Delay in approving drawings, materials, or instructions.

• Issuance of contradictory or unclear instructions.

(b) Repeated Scope-Outside Instructions

• Requests beyond the approved scope without formal change request procedure.

• Informal demands for modifications that contradict signed agreements.

(c) Habitual Complaints

• More than three (3) non-substantiated complaints within any 60-day period.

• Complaints raised without documented performance failure.

All valid complaints must be processed through the Complaint Submission Procedure outlined in Clause 4.2.

4.5 Site Conditions and Approvals

(a) Site Suitability
The Client shall ensure that the Project site is accessible, mobilizable, and free from hazards or legal encumbrances.

(b) Legal and Regulatory Approvals
All society permissions, development authority NOCs, and statutory approvals must be obtained by the Client within ten (10) working days of advance payment.
The Company shall not commence on-ground activity until such approvals are provided.

4.6 Company Remedies for Client Default

In case of any Client-side default, the Company reserves the right to:

(a) Suspend Services
Temporarily halt project execution without incurring liability for timeline disruption or associated costs.

(b) Abandon the Project
Where non-compliance or default continues for more than fourteen (14) working days, the Company may:

• Declare the project terminated, and

• Raise an invoice for all costs incurred till date, including demobilization, material handling, and vendor commitment penalties.

All outstanding amounts shall become immediately payable.

4.7 Change Request & Additional Work Protocol

The following formal process shall apply to any scope change or new order outside the signed Scope of Work:

• The Client shall submit a Change Request or New Order Form, available via the Company’s official portal or representative.

• A tracking number and acknowledgment email will be issued.

• The Company will provide a response with applicable charges and a timeline based on the complexity.

• Upon approval by the Client via email or WhatsApp, and after payment confirmation, the Company shall:

• Record the approval (screenshot in case of WhatsApp), and

• Send a final confirmation email.

• Execution will proceed strictly in line with the approved terms.

4.8 Legal Construct and Enforceability

All obligations under this section shall be construed as:

• Binding contractual warranties and conditions precedent,

• Material under Pakistani law and specifically enforceable.

The burden of proof in any dispute over these obligations shall lie with the Client.

4.9 Notification of Progress & Deemed Acceptance

The Company shall provide timely updates to the Client regarding key submissions, construction progress, material selections, or other milestone activities via email, WhatsApp, or any officially registered communication channel.

• If the Client does not raise a written objection, clarification, or revision request within forty-eight (48) hours of such communication:

The update shall be deemed approved and final, and Any subsequent modification shall be treated as a formal Change Request, subject to additional charges, revised timelines, and the procedures outlined in Title 16.

This clause applies universally across all services under this Agreement and shall be enforceable under Sections 10 and 92–94 of the Qanun-e-Shahadat Order, 1984, as constructive notice and implied consent.

Title 5: Payment Terms & Milestone Billing

5.1 General Structure and Binding Nature

The Client agrees that all payments under this Agreement shall:

• Be milestone-based, non-refundable once the milestone has commenced,

• Be governed by the fee structures confirmed in Annexures or Quotations,

• Be payable strictly to BKG’s designated account via officially issued invoices.

No verbal promise, affiliate commitment, or third-party collection shall override these terms.

5.2 Design Consultancy – Fee & Release Terms

(a) Fee Calculation

Design fees are based on the total approved design area, to be confirmed after completion of design phase. Estimates provided during onboarding are tentative.

(b) Advance Requirement

A minimum 30% non-refundable advance is required to initiate design work.

(c) Milestone-Based Payments

Remaining balance shall be paid against submission of specific deliverables, including but not limited to:

• Floor Plans

• Mood-boards

• 3D Renders

• Working Drawings

Each stage:

• Shall be invoiced upon submission,

• Must be paid within three (3) business days of invoice date,

• Shall not proceed to the next stage without payment clearance.

(d) Default Response Rule

Non-response to a submitted deliverable for 48 hours shall:

• Be deemed acceptance of that stage,

• Trigger automatic eligibility for the next milestone invoice.

5.3 Construction Services – Mobilization and Execution

(a) Mobilization Advance

A minimum 20% advance of the total quoted construction value is required to begin:

• Labor mobilization,

• Material procurement,

• Site setup and planning.

(b) Milestone Billing

• Remaining payments are milestone-linked,

• Work halts at each stage unless payment is cleared,

• All milestones are defined in the Payment Schedule (Annexure B).

(c) Final Retention

• 0.5% retention of total construction value may be withheld,

• To be released before handover, post defect rectification (if applicable),

• Non-payment of this 0.5% shall not delay legal handover.

5.4 Custom Fabrication or Finishing Items

Where BKG fabricates or facilitates production of project-specific items (e.g., kitchens, vanities, wardrobes):

(a) Payment Breakdown

• 70% advance before fabrication begins,

• 30% balance due upon notification of readiness.

(b) No Dispatch Without Payment

• Items will not be released or delivered without 100% cleared payment.

• BKG is not a storage service; ready items will attract storage charges beyond 15 days (see 5.8).

5.5 Project Management or Oversight Services

(a) Advance

Where BKG is retained for project oversight without construction role:

• 20% advance is required to allocate internal team & scheduling.

(b) Final Settlement

• Remaining fees shall be invoiced upon closure,

• Project handover is conditional upon full payment.

5.6 Lien Over Deliverables

Until all due payments are cleared, BKG retains a legal and possessory lien over:

• All creative content (design files, drawings, renders),

• Fabricated goods or items,

• Any site documents, vendor lists, or consultation plans.

This lien is enforceable under Section 171 of the Contract Act, 1872.

5.7 Client Acknowledgment by Payment

Each payment made by the Client shall be deemed as:

• Acceptance of all deliverables received up to that point,

• Waiver of all prior objections, complaints, or delays,

• Binding confirmation of project satisfaction stage-wise.

5.8 Storage Policy for Fabricated Items

(a) Free Storage Period

Fabricated items ready for dispatch will be held free for 15 calendar days post-notification.

(b) Post-Deadline Charges

• After 15 days, storage fees shall apply based on:

• Volume,

• Fragility,

• Handling needs.

(c) Extended Delay = Breach

Failure to collect or clear dues within 30 days of readiness:

• Shall be considered Client breach,

• May result in disposal/liquidation,

• Does not affect dues owed to BKG.

5.9 Refund Policy and Non-Reversibility

All payment terms herein are subject to Title 9: Refund Policy. No refund shall be issued for:

• Design deliverables already started or submitted,

• Construction or fabrication commenced or completed,

• Change of mind, delayed site readiness, or Client-side inaction.

5.10 Penalty for Delayed Payment

If payment is delayed beyond seven (7) calendar days from invoice:

(a) Service Suspension

BKG reserves the right to immediately halt:

• Site work,

• Deliverable submissions,

• Vendor coordination

(b) Late Fee

A 2% per month surcharge (pro-rated daily) shall be applied to overdue balances.

(c) Legal Recovery

Unpaid dues shall be:

• Recovered through civil proceedings,

• Subject to damages and legal fee claims under Sections 73–75 of the Contract Act, 1872.

Title 6: Refund Policy

This Title consolidates all rules regarding refund eligibility, client expectations, and enforceability of commercial terms once services commence. It forms a non-severable component of this Agreement.

6.1 Activation of Refund Policy

By making any payment toward design, construction, project management, or custom fabrication, the Client acknowledges that:

• They have read and accepted this Refund Policy,

• They waive the right to seek a refund outside of the terms stated herein,

• This policy becomes effective immediately upon payment, even if the Agreement is not formally signed.

6.2 Non-Refundable Advance Payments

All advance payments are strictly non-refundable once:

• Design ideation or planning begins,

• Project scheduling or procurement is initiated,

• BKG allocates human, material, or vendor resources toward the project.

Change of mind, delay in site readiness, or dissatisfaction without breach does not constitute a basis for refund.

6.3 Milestone-Linked Payments

For milestone-based deliverables:

• Each payment becomes earned and irreversible once:

• That phase is initiated, or

• A deliverable is submitted, even if approval is pending.

• Failure to provide feedback within 48 hours shall constitute automatic acceptance.

6.4 Discretionary Refund (Exception Cases Only)

Refunds may be considered only if ALL of the following are true:

• No design, site work, or planning has begun,

• No internal or external resources have been blocked or scheduled,

• A written refund request is submitted within three (3) business days of payment.

If approved:

• Refund will be processed after deducting administrative, scheduling, and bank fees,

• Formal written approval will be issued by a Director of BKG,

• The Company’s decision shall be final, unappealable, and binding.

6.5 Refund Procedure

To initiate a request:

• Client must send a detailed written request via email to the official company domain,

• Include payment proof, project reference, and rationale,

• No WhatsApp, phone, or verbal refund requests shall be entertained.

Processing Timeline:

• Response within seven (7) business days,

• If approved, refund disbursed via bank transfer within fifteen (15) business days.

6.6 Non-Refundable Services – Creative & Technical

The following are entirely non-refundable once initiated:

• Concept sketches, layouts, ideation, or research,

• Floor plans, mood-boards, or 3D renders,

• Working drawings, project coordination, or vendor mapping,

• Fabrication or custom orders (even if not delivered),

• Site assessments, vendor visits, or documentation.

These are considered “consumed upon delivery,” in line with Pakistani legal principles governing service contracts.

6.7 Refund Block – Force Majeure Events

No refund shall be claimable due to delays or suspension resulting from:

• Natural disasters, strikes, riots,

• Government-imposed lockdowns or bans,

• Utility shutdowns or travel disruptions,

• Epidemics, pandemics, or quarantine enforcement.

6.8 Tax and Deduction Handling

If refund is granted:

• All legally deducted taxes (WHT, GST, etc.) will be retained by BKG as remitted to FBR,

• Refund shall be processed net of these amounts; recovery must be pursued by the Client through tax filing.

6.9 Legal Framework and Enforcement

This Refund Policy is:

• Enforceable under Contract Act, 1872,

• Admissible as evidence under Qanun-e-Shahadat Order, 1984,

• Recognized under Sales of Services and Goods jurisprudence.

Any claim, dispute, or request under this Policy shall fall under the exclusive jurisdiction of civil courts at Lahore, unless arbitration is elected by BKG.

Title 7: Termination & Post-Termination Obligations

This section governs the termination of services by either party, including procedural requirements, payment obligations, intellectual property retention, and the survival of enforceable clauses post-termination.

7.1 Termination by Client (Voluntary Exit)

The Client may terminate the Agreement prior to full completion, provided that:

• A formal written notice is submitted to the Company at least seven (7) calendar days in advance, and

• All outstanding dues up to that point are paid in full.

Upon termination:

• All work delivered or commenced will be deemed accepted and non-refundable,

• The Company will not be obligated to engage with third-party vendors or substitutes introduced by the Client,

• Editable files or proprietary data will not be shared unless separately contracted.

7.2 Termination by Company (For Cause)

The Company reserves the right to immediately terminate the Agreement without prior notice in case of:

• Repeated delay in payments exceeding fifteen (15) calendar days,

• Harassment, defamation, blackmail, or reputational threats by the Client,

• Unauthorized engagement of third-party vendors or designers on BKG’s project scope,

• Non-cooperation, site abandonment, or coercion during project execution,

• Violations of Clause 8.6 (Public Conduct) or Clause 10A (Reputational Harm).

In such cases:

• All advance and milestone payments shall be forfeited,

• The Company shall retain lien on all deliverables (see Clause 5.5),

• Legal proceedings may be initiated for cost recovery and reputational damage.

7.3 Termination – Inactivity or Project Dormancy

If the Client:

• Fails to respond to official communication for sixty (60) calendar days, or

• Abandons the project without a formal update for more than three (3) months,

Then:

• The Company may declare the project dormant via official email,

• Retain all paid amounts and terminate engagement unilaterally,

• Impose a reactivation fee if the Client seeks to resume after dormancy.

7.4 Standby Charges and Validity Lapse

If the Client fails to initiate approved works (especially site mobilization) within 15 calendar days of deliverable issuance or design approval:

• Standby charges shall be levied to cover allocated resources,

• The design approval shall be considered expired, requiring:

• Revalidation of scope,

• Possible redesign charges,

• Revised quotation or pricing (if applicable).

These protections ensure resource allocation is respected and prevent open-ended liabilities for BKG.

7.5 Retention Clause

The Client may retain a maximum of 0.5% of the project value as a retention amount, but:

• It shall be released prior to final handover, upon:

• Submission of completion notice by the Company,

• No outstanding defect or claim being substantiated through the formal complaint mechanism.

The Client waives any right to impose additional retention or security, except as agreed in writing.

7.6 Final Closure and Handover

Project closure shall be officially marked when:

• The Company issues a formal email of completion, or an official WhatsApp message from the Company’s verified number;

• The Client acknowledges delivery of all contracted scope (e.g., final design files, site completion, deliverables, etc.).

If the Client does not raise any objection or discrepancy in writing within five (5) business days of this notification:

• The project shall be deemed conclusively closed, and

• All pending dues, including retentions or balance payments, shall become fully payable within three (3) working days.

7.7 Survival of Clauses Post-Termination

The following provisions shall survive termination:

• Title 5 (Payment Terms and Lien),

• Title 6 (Refund Policy),

• Title 8 (Intellectual Property Rights),

• Title 10A (Reputational Harm),

• Title 11 (Governing Law & Jurisdiction),

• Any annexure or clause concerning unpaid dues, indemnities, or confidentiality.

7.8 Jurisdiction and Enforcement

All termination-related claims, including outstanding balances or dispute over post-exit conduct, shall be:

• Enforceable through civil courts at Lahore,

• Governed under the Contract Act, 1872 and CPC, 1908,

• Eligible for immediate arbitration if invoked by the Company under Title 12.

Title 8: Change Requests & Additional Work Protocol

This section outlines the standardized process for initiating, approving, and executing any change request, variation order, or additional scope of work that falls outside the original signed agreement or scope annexure.

8.1 Applicability

This procedure shall apply to:

• Any design modification, layout change, or new room/functionality requested post-approval,

• Any construction variation, including material substitution, scope expansion, or rework,

• Any new order placed during an active project engagement that was not part of the original quotation.

The Client agrees that no change request shall be deemed valid or actionable unless it follows the procedure detailed herein.

8.2 Formal Change Request Submission

The Client must initiate any change request through the following method:

• Submission of the Change Request or Additional Order Form provided by the Company, or

• A formal written/email request citing:

• Nature of change or new work required,

• Reason for change,

• Urgency or timeline constraints (if any).

Upon submission, the Company shall:

• Acknowledge the request in writing,

• Issue a unique tracking number, and

• Confirm estimated response time based on the complexity of the request.

8.3 Review & Quotation Process

Within the committed response timeline, the Company shall:

• Evaluate the technical and operational impact of the request,

• Issue a formal quotation or variation note outlining:

• Additional charges (if any),

• Revised timelines,

• Impact on design approvals or milestone sequencing.

8.4 Client Approval & Payment

To activate the change request, the Client must:

• Approve the variation in writing via:

• Official email, or

• WhatsApp message from the registered number (which will be screenshotted and saved as official record),

• Proceed with payment of the quoted amount (if applicable) to the Company’s official account.

No work on the change request shall commence unless written approval and due payment are both received.

Once payment is confirmed:

• The Company will issue a written execution confirmation, and

• Integrate the change request into the ongoing project flow.

8.5 Revision Requests without Change Scope

If the Client requests minor adjustments or clarifications that do not materially alter the scope (e.g., visual tweaks, presentation refinements):

• The Company may approve such revisions without additional charge, if submitted within seven (7) days of original deliverable submission.

• Delayed revision requests may incur additional charges.

8.6 Change Request Limits

The Company reserves the right to:

• Reject excessive or impractical changes that impact feasibility, safety, or regulatory compliance,

• Demand revalidation of full project scope if cumulative change requests alter over 20% of original scope,

• Issue a revised agreement or annexure if structural or contractual adjustments are required.

8.7 Finality and Legal Effect

Once a change request has been approved and paid for:

• It shall be deemed part of the binding scope,

• All payment, delivery, and complaint timelines applicable to the original Agreement shall apply to the new scope,

• No refund or cancellation shall apply unless specifically agreed in writing.

8.8 Documentation & Communication Record

• All approved change requests shall be archived with their tracking number,

• Screenshots of WhatsApp approvals will be emailed to the Client as confirmation,

• A running change log may be maintained and shared upon Client request.

Title 9: Intellectual Property Rights

This section defines the ownership, usage rights, and legal restrictions related to all creative, technical, and project-related materials produced by the Company throughout the lifecycle of the engagement.

9.1 Ownership of Intellectual Property

All intellectual property—including but not limited to:

• Architectural and interior design layouts,

• Structural and civil design documentation,

• 2D drawings, 3D renderings, mood-boards, or visual representations,

• Technical specifications, BOQs, or detailing sheets,

• Presentation materials and formatted proposals,

shall remain the exclusive property of the Company by default, even after delivery to the Client.

9.2 Scope-Limited License to Use

Upon full and final payment of the corresponding design or construction phase, the Client is granted a:

• Non-exclusive, non-transferable, project-specific license to use the approved designs only for the execution of the specific site/project governed by this Agreement.

This license does not confer:

• Any right to reuse, reproduce, distribute, or modify the designs for other projects,

• The right to transfer, sublicense, or share with third parties,

• Any commercial use, publication, or branding right.

9.3 Intellectual Property Release (Optional & Paid)

Should the Client wish to obtain editable/source files (e.g., .DWG, .MAX, .AI, .PSD, etc.) or full rights to modify and reuse the design for other projects, the following must be satisfied:

• A separate IP Release Agreement shall be signed,

• A fee for IP release shall be mutually agreed upon and paid in full,

• The Company’s written approval for such release must be provided via official communication.

No verbal agreement, informal assurance, or third-party promise shall constitute valid release of IP rights.

9.4 Unauthorized Use — Legal Breach

Any unauthorized:

• Duplication,

• Commercial use,

• Public circulation,

• Modification or reuse of the Company’s design, brand content, or proprietary visuals

shall constitute a material breach of contract and may result in:

• Civil litigation under the Copyright Ordinance, 1962,

• Injunctions, damages, and/or criminal action under PECA, 2016, and other applicable laws,

• Cancellation of license and blacklisting from future engagements.

9.5 Format and Final Deliverables

Unless otherwise agreed in writing:

• Final designs shall be shared in read-only PDF format,

• Editable files are not included in standard deliverables,

• All artistic, spatial, or visual creative content remains part of the Company’s internal database.

The Company is not obligated to share editable files unless covered under Clause 9.3.

9.6 Portfolio and Publication Rights

The Company reserves the unrestricted right to use, publish, and display all creative work—including site photography, mood-boards, and design renders—for:

• Portfolio displays,

• Social media and website features,

• Award entries or exhibitions,

• Educational or promotional use.

No sensitive client data shall be disclosed.

The Client may object only if:

• A written request is submitted before project initiation, and

• Specific limitations are acknowledged in writing by the Company.

9.7 Jurisdiction and Enforcement

All disputes relating to intellectual property under this Agreement shall be:

• Governed by the Copyright Ordinance, 1962, Contract Act, 1872, and PECA, 2016,

• Enforced under the exclusive jurisdiction of the civil courts at Lahore,

• Subject to injunctions, penalties, and compensation claims as per applicable Pakistani law.

Title 10: General Terms of Engagement and User Conduct

This section establishes the behavioral, procedural, and legal standards expected from all individuals and entities interacting with the Company, whether as Clients, Users, or interested parties. It aims to protect the Company’s reputation, communication protocols, operational clarity, and digital security.

10.1 Applicability of Terms

These General Terms apply universally to all Users, whether or not they are formal Clients. This includes:

• Prospective clients (via WhatsApp, calls, walk-ins, or emails),

• Third-party representatives, introducers, or agents,

• Project stakeholders engaging informally before signing a formal agreement.

All Users are deemed to have accepted these terms once any engagement, inquiry, or document exchange has taken place.

10.2 Definition of “User”

For clarity, a “User” includes:

• Any individual/entity communicating or engaging with the Company,

• Without a signed agreement, but with intent to explore services, refer clients, request designs, or place orders.

10.3 Implied Consent and Legal Standing

By continuing to engage after receiving a quotation, design, proposal, or project brief:

• The User impliedly consents to these Terms under Section 10 of the Contract Act, 1872,

• Accepts the binding nature of such terms as a constructive legal agreement,

• Acknowledges that informal communication does not override the written Agreement.

10.4 Communication Protocols

Only the following shall constitute valid communication channels:

• Email from the Company’s official domain (e.g., @binkhalidgroup.com),

• WhatsApp (from verified Company number),

• Signed letters, official invoices, or system-generated reports.

Informal promises, texts, screenshots, or calls do not create binding legal rights unless confirmed via official Company communication.

10.5 Privacy and Data Ethics

The Company collects and retains user data including:

• Contact details,

• Shared designs, documents, or site information,

• Payment or preference data.

The Company shall:

• Not sell or circulate such data externally,

• Use it only for operational or legal purposes,

• Handle it in compliance with PECA, 2016, and Electronic Transactions Ordinance, 2002.

10.6 Digital Conduct and Defamation

The Client/User agrees to maintain professionalism in all forms of communication.

The following are strictly prohibited:

• Defamation or hostile public commentary (e.g., negative reviews, false posts),

• Coercion or threats to reputation in exchange for favorable treatment,

• Publication of unverified project complaints or visual content.

Violation shall:

• Trigger immediate suspension of services,

• Entitle the Company to damages under the Defamation Ordinance, 2002,

• Invite civil and criminal remedies, including injunctive relief.

10.7 Affiliates, Agents, and Third-Party Interaction

Affiliates or introducers shall not:

• Collect payments,

• Quote or negotiate on behalf of the Company,

• Provide design services using the Company’s name.

Any referral activity must comply with the Affiliate Agreement and T&Cs annexed separately, if applicable.

10.8 Payment & Authorization Protocols

10.8.1 Official Invoicing Only

All payments must be made:

• To the Company’s official bank account,

• Against official invoices or letters,

• Not to staff, vendors, or third parties unless expressly authorized.

10.8.2 Cash Protocol

If cash payment is insisted upon:

• The Client must obtain an email confirmation of receipt from the Company,

• Verbal or WhatsApp acknowledgment shall not suffice.

10.9 Unauthorized Payments – Client Liability

If the Client chooses to pay through a third party, the Company:

• Disclaims all responsibility for such payments,

• Shall withhold service until verification,

• May recover damages caused by payment mishandling.

10.10 Client Interaction with Vendors or Site Teams

Clients must not:

• Give instructions directly to Company vendors, technicians, or designers,

• Interfere with schedules or scopes of approved plans.

All queries must be routed through the designated Company representative.

10.11 Limitation of Liability for Early-Stage Communication

The Company shall not be liable for:

• Misinterpretation of pre-contractual discussions,

• Budget misunderstandings based on early estimates,

• Delays arising from preliminary engagements not resulting in a signed contract.

10.12 Jurisdiction

All matters under this Title shall be:

• Governed by the laws of Pakistan,

• Enforced under exclusive jurisdiction of civil courts in Lahore,

• Subject to Company’s right to elect arbitration prior to litigation, under Title 6.

Title 11: Refund Policy

This section defines the official Company stance regarding refunds for any service, package, or engagement entered into by the Client. The terms are legally binding, enforceable, and apply regardless of whether a full project agreement has been executed, once any form of payment is made.

11.1 Scope and Binding Nature

By making any payment to the Company, the Client acknowledges that:

• They have read and accepted this Refund Policy in full,

• These refund terms shall override any verbal assurances, informal communication, or social media discussions,

• Refund eligibility is strictly governed by the clauses listed herein and not negotiable post-payment unless explicitly agreed in writing.

This policy applies to all services, including but not limited to:
Design, Construction, Fabrication, Project Management, Imports, or Site Supervision.

11.2 Non-Refundable Advance Clause

All advance payments are deemed non-refundable once:

• Any work has commenced, including internal allocation or scheduling,

• Any creative, technical, or commercial planning has been initiated (e.g., mood boards, design drafts, vendor scouting),

• Any third-party vendor has been blocked, booked, or assigned.

This is enforceable even if the Client:

• Changes their mind,

• Expresses dissatisfaction after work initiation,

• Fails to respond after submission.

11.3 Milestone-Based Payment Non-Reversibility

Where services are paid for in milestones (e.g., 3D, layout, civil work, fabrication):

• Each milestone payment is deemed earned upon initiation of the respective phase,

• No refund shall be provided once the respective deliverable has entered production, even if not yet delivered,

• The Client’s silence, delay, or failure to review does not halt execution or create refund eligibility.

11.4 Discretionary Refunds (Strict Conditions)

Refunds will be considered only under the following cumulative conditions, subject to Company’s sole discretion:

• No work has been initiated in any form (design, documentation, resource allocation),

• No external vendor or fabricator has been booked,

• A formal written request is submitted by the Client within 72 hours of payment.

If granted:

• Administrative, processing, and tax deduction fees shall be deducted,

• The refund will be confirmed only through written approval by a Company Director,

• Decision is final, non-contestable, and not open to escalation.

11.5 Refund Process

All requests must be:

• Submitted in writing via the official Company email channel,

• Include: payment proof, project scope, and justification,

• Processed within seven (7) business days, provided eligibility is confirmed.

Refund requests will not be entertained via:

• WhatsApp

• Phone call

• Verbal discussions

• Field staff or subcontractors

11.6 No Refund on Digital & Intellectual Work

Under no condition shall refunds be issued for digital deliverables, once the following have been initiated:

• Concept development or site planning,

• Mood-boards, layouts, elevations, or 3D renderings,

• Site reviews, space audits, or advisory,

• Custom-designed fabrication blueprints,

• Any intellectual work covered under Title 7 (IP Rights).

These are deemed instantly consumed upon initiation and are not subject to revocation under contract law.

11.7 Force Majeure and External Factors

Refunds shall not be applicable where delays or dissatisfaction arise due to:

• Natural disasters, riots, lockdowns, pandemics,

• Regulatory orders or societal restrictions,

• Political events or market shocks outside the Company’s control.

11.8 Taxation and Compliance Deductions

In case a refund is approved:

• Applicable withholding taxes (WHT), service taxes, and FBR deductions will be subtracted,

• No refund shall be made on amounts already deposited to government bodies.

11.10 Legal Enforcement and Waiver

This policy is enforceable under:

• Contract Act, 1872 – Section 25 (no consideration = no contract),

• Civil Procedure Code, 1908 – for recovery of dues or legal hold,

• Qanun-e-Shahadat Order, 1984 – for admissibility of payment evidence.

The Client waives the right to:

• Seek refund through social pressure, online platforms, or informal coercion,

• Challenge refund rejection unless supported by written contract deviation or breach.

11.11 Jurisdiction

All refund-related matters shall fall under the exclusive jurisdiction of the civil courts in Lahore, unless:

• The Company elects to proceed through arbitration as per Title 6.

Title 12: Termination and Post-Termination Obligations

This section defines the legal and operational consequences in the event either Party terminates the Agreement. It outlines the procedure, liabilities, and survival of obligations post-termination.

12.1 Termination by the Client

The Client may terminate this Agreement by providing a written notice to the Company, subject to the following conditions:

(a) Immediate Payment Liability

Upon termination, the Client shall make full payment for:

• All services and work completed up to the date of termination,

• All milestones reached (including those partially completed),

• Any vendor or material procurement already initiated.

These amounts become immediately due and enforceable.

(b) Non-Refundability of Advance Payments

All advance payments made for any future phase or package are strictly non-refundable, regardless of termination grounds.

(c) No Coordination or Transition Obligation

The Company shall not be obligated to coordinate with any replacement vendor or consultant appointed by the Client after termination, nor shall it:

• Share editable design files,

• Transfer vendor negotiations,

• Facilitate unfinished integration plans,
  unless explicitly contracted and paid for.

12.2 Termination by the Company

The Company reserves the right to terminate the Agreement immediately without liability in any of the following circumstances:

• Repeated breach or failure to fulfill payment obligations beyond 15 calendar days of the due date,

• Unauthorized vendor engagement without prior Company approval,

• Hostile conduct, reputational threats, coercion, or defamation by the Client,

• Client disappearance or inactivity during design for over 90 days without notice,

• Any interference with execution, obstruction of staff, or material misrepresentation.

Result:

All deliverables shall cease immediately, and:

• Outstanding dues shall be billed,

• Any committed resources shall be chargeable,

• Claims for refunds will be rendered null and void.

12.3 Automatic Project Expiry

The Agreement shall be deemed automatically terminated if:

• The Client fails to respond or engage for over 90 days during the design or fabrication phase,

• The Company provides written notice of expiration via email, WhatsApp, or letter, and receives no response within 15 calendar days.

In such cases, all pending deliverables will be considered forfeited, and any new engagement will require a fresh agreement and full payment.

12.4 Standby Charges and Design Validity Post-Termination

If a terminated project is later reinitiated:

• Standby Charges shall apply for any reactivation beyond 15 calendar days of inactivity.

• Previously submitted designs shall remain valid for 15 days only, after which:

• Redesign, re-quotation, or schedule adjustments may apply,

• The Company reserves the right to re-price or decline continuation.

12.5 Design Execution Gap Protection (Security Clause)

If the Client disappears or fails to engage during the design process for over 90 days, the Company shall have the right to:

• Cancel the Agreement without refund or deliverables,

• Reassign resources,

• Require fresh onboarding and payment to resume any future work.

This protects the Company from prolonged blocking of capacity and business opportunity loss.

12.6 Surviving Clauses

The following provisions shall survive termination for their full enforceable duration:

• Title 5: Payment Terms & Lien,

• Title 7: Intellectual Property Rights,

• Title 8: General User Conduct,

• Title 11: Refund Policy,

• Title 13: Legal Communication Protocols,

• Title 14: Third-Party Risk and Indemnification.

These shall be interpreted as continuing obligations under Sections 54–75 of the Contract Act, 1872.

12.7 Final Acknowledgment of Project Closure

The Company shall send a final email confirming project closure at the end of all services or upon termination. This email shall:

• Serve as final evidence of termination or completion,

• Activate retention release procedures (if applicable),

• Close all deliverable tracking references.

12.8 Jurisdiction

All matters arising under or relating to termination shall fall within the exclusive jurisdiction of the civil courts at Lahore, unless arbitration is elected by the Company under Title 6.

Title 13: Reputational Protection & Malicious Conduct

This Title safeguards the Company’s legal and commercial interests against defamation, coercion, digital sabotage, and reputational harm, whether initiated during or after the lifecycle of the Agreement.

13.1 Protection Against Defamation, Coercion, and Online Harassment

The Client irrevocably agrees not to engage in any action that may damage the Company’s public image, digital presence, brand reputation, employee dignity, or commercial trust—including but not limited to:

• Publishing or circulating defamatory reviews, accusations, or misleading claims online (Google reviews, Facebook, Instagram, WhatsApp, etc.),

• Sharing private communications or deliverables publicly or out of context,

• Threatening reputational damage to extract concessions, refunds, discounts, or service prioritization,

• Involving competitors, clients, or vendors in attempts to pressure the Company.

Any such action, whether verified through screenshots, third-party reporting, or published content, shall constitute a material and prosecutable breach of this Agreement.

13.2 Malicious Intent Penalty Clause

In the event malicious conduct is proven—such as public blackmail, targeted defamation, or intentional sabotage of the Company’s project, personnel, or brand:

The Client shall be liable to pay the Company:

• A fixed Reputational Damages Penalty of PKR 2,500,000 (Two Million Five Hundred Thousand Rupees),

In addition to:

• Any compensatory damages awarded by a court or arbitrator,

• Recovery of all legal costs, attorney fees, digital takedown efforts, and forensic investigations.

This amount shall be considered liquidated damages, mutually agreed as reasonable under Section 74 of the Contract Act, 1872.

13.3 Injunctive and Legal Remedies

Upon any act of proven or attempted defamation:

The Company shall have the legal right to immediately:

• Seek an injunction from civil courts to restrain further defamatory conduct,

• File a criminal complaint under:

• The Defamation Ordinance, 2002,

• The Prevention of Electronic Crimes Act, 2016 (PECA),

• Issue a cease-and-desist legal notice,

• Request takedown or removal from online platforms.

13.4 Preservation of Confidentiality in Conflict

While the Company is entitled to defend itself in public or legal forums, it shall make reasonable efforts to preserve:

• Client identity and private data,

• Project visuals not previously approved for publication.

However, if defamation occurs, the Company may publicly disclose counter-evidence or clarifications (screenshots, project photos, communication history) to rebut false accusations, without such disclosure being deemed a breach of confidentiality.

13.5 Social Media or Digital Review Platforms

If the Client posts negative commentary about the Company on:

• Google Business,

• Instagram, Facebook, or LinkedIn,

• WhatsApp groups or status,

• Online forums or real estate/property groups,

without first exhausting the internal dispute resolution mechanism under Title 6, such act shall constitute:

• A waiver of their right to claim damages,

• An actionable breach,

• And will activate the remedies under Clause 13.2 above.

13.6 Internal Grievance Resolution Reminder

The Client is reminded that:

• A formal complaint procedure is available (see Title 4.4),

• Grievances can be submitted digitally or via site personnel,

• Every complaint receives a tracking ID and resolution proposal.

Bypassing this mechanism and initiating public attacks shall entitle the Company to terminate services, recover damages, and initiate civil or criminal proceedings.

13.7 Jurisdiction & Enforcement

All claims under this Title shall fall under:

• The exclusive jurisdiction of the civil courts at Lahore, and

• Be enforceable under:

• The Contract Act, 1872,

• The Defamation Ordinance, 2002,

• The Prevention of Electronic Crimes Act, 2016 (PECA).

The Company also reserves the right to pursue arbitration as provided under Title 6.

Title 14: Intellectual Property & Creative Rights

This Title governs all legal rights related to the ownership, use, transfer, protection, and enforcement of creative work and intellectual property generated under this Agreement.

14.1 Default Ownership by the Company

All creative content, documentation, and intellectual property produced by the Company during or prior to the execution of the Project shall remain the sole and exclusive property of the Company, including but not limited to:

• Architectural, interior, or structural drawings (2D/3D),

• Mood-boards, renderings, visualizations, design concepts,

• Site plans, layout schemes, material palettes,

• Custom furniture design or fabrication models,

• Technical documentation, detail sheets, specifications,

• Project reports, estimates, and feasibility evaluations.

These works are developed by the Company as “work-for-hire” and are deemed proprietary under the Copyright Ordinance, 1962, and the Trademarks Ordinance, 2001.

14.2 Project-Specific License to Use (Conditional)

Subject to full and final payment of all fees due under this Agreement, the Client shall be granted a non-transferable, limited-use license to implement the approved design or creative work exclusively for the Project governed by this Agreement.

Restrictions:

The Client shall not:

• Use the design on other properties or projects,

• Reuse or reproduce the drawings or concepts in new builds,

• Share, sell, or disclose the designs to third parties,

• Upload, publish, or display them online without written permission.

Violation of this license shall constitute unauthorized use and may attract civil and/or criminal penalties under applicable IP law.

14.3 No Editable Files Shared Without Agreement

The Company shall only deliver final outputs in PDF or image formats.

The Client shall not be entitled to receive native files (e.g., .dwg, .skp, .ai, .psd, .rvt, .max, etc.) unless:

• The Company explicitly agrees in writing,

• A separate Intellectual Property Release Agreement is signed,

• An IP Release Fee is paid by the Client.

This clause is enforceable under the Contract Act, 1872, and the IP Rights Transfer protocols under Pakistani law.

14.4 Design Implementation by Other Vendors – Restriction

Even if the design has been delivered and paid for:

• The Client may not engage a third-party contractor or vendor to implement the design without the Company’s express written consent.

The Company retains the right to:

• Refuse site access to third parties misusing its designs,

• Seek injunctions or legal remedy in case of unauthorized execution.

This protects the Company’s brand identity, design standards, and risk exposure.

14.5 Paid IP Release – Optional Right

If the Client desires complete ownership and unrestricted use of the design beyond the specific project for which it was created:

• A formal written request for Intellectual Property (IP) Release must be submitted to the Company;

• The Company may, at its sole discretion, approve the request and issue an official release letter;

• A one-time transfer fee shall be quoted separately for full usage and reproduction rights;

• The release document must be duly signed by an Owner or Director of the Company.

Absent such a release, the design shall remain the sole property of the Company and the Client’s right to use it shall remain limited, non-transferable, and strictly tied to the originally contracted project only, as described in Clause 14.2.

14.6 Modification or Derivative Works – Prohibited

The Client shall not:

• Alter, modify, reverse-engineer, or create derivative designs based on the Company’s work,

• Engage other professionals to adapt or rebrand the creative output without prior written approval.

All rights not expressly granted to the Client remain reserved by the Company.

14.7 Company Portfolio & Promotional Use

The Company retains an irrevocable right to:

• Publish visuals, renderings, or final site photos for:

• Marketing,

• Social media,

• Portfolio,

• Awards or publications.

This right:

• Shall survive termination of the Agreement,

• Shall not require separate consent unless explicitly prohibited in writing.

Sensitive personal or financial data shall never be disclosed.

14.8 Copyright Enforcement and Remedies

In case of IP infringement or unauthorized use:

The Company shall have the right to:

• Seek injunctions, takedown orders, and restraining relief,

• File a civil suit for damages, compensation, and legal costs,

• Lodge a criminal complaint under the PECA Act, 2016, where applicable,

• Recover licensing fees retroactively.

All claims shall be adjudicated under the Copyright Ordinance, 1962, and enforced before competent civil courts.

14.9 Jurisdiction

All disputes under this Title shall:

• Fall under the exclusive jurisdiction of the civil courts at Lahore, and

• Be governed by:

• The Copyright Ordinance, 1962,

• The Contract Act, 1872,

• The Prevention of Electronic Crimes Act, 2016.

Title 15: Force Majeure, Delays & Standby Terms

This section governs the treatment of unforeseen circumstances, service interruptions, and prolonged inactivity caused by external factors or client-side delays. It ensures legal and operational clarity for both Parties in managing obligations and liabilities.

15.1 Definition of Force Majeure

“Force Majeure” refers to any event beyond the reasonable control of either Party, which prevents or materially delays the performance of contractual obligations, including but not limited to:

• Natural disasters (flood, fire, earthquake),

• Political unrest, riots, curfews, or government-imposed shutdowns,

• Epidemics, pandemics, or public health crises,

• Labor strikes, supply chain breakdowns, or vendor insolvency,

• Changes in law, tax policy, or import/export restrictions,

• Cyberattacks, data corruption, or technical infrastructure failure.

15.2 Suspension of Obligations

In the event of a Force Majeure event:

• Both Parties shall be temporarily excused from their performance obligations under this Agreement,

• The timeline for project delivery shall be automatically extended by the duration of the disruption,

• The affected Party must notify the other in writing within three (3) working days of becoming aware of the event,

• Neither Party shall be held liable for penalties, liquidated damages, or contractual breach during the Force Majeure period.

15.3 Company’s Right to Reschedule

If Force Majeure impacts:

• Site mobilization,

• Vendor delivery,

• Design development,

• Fabrication or installation,

The Company shall have full discretion to reschedule the affected milestones, without obligation to renegotiate fees or scope, provided that formal notice is given to the Client.

15.4 Standby Charges for Inactivity Beyond 15 Days

If the Project becomes inactive for more than fifteen (15) calendar days, due to Client-side inaction, non-payment, or non-responsiveness, the following shall apply:

(a) In Design Phase:

• The project shall be placed on standby, and

• A design reactivation fee or revised timeline may be issued based on capacity, inflation, or internal scheduling.

(b) In Construction or Fabrication Phase:

• Standby charges shall apply for labor, machinery, storage, or re-mobilization,

• Such charges shall be billed weekly and must be cleared before work resumes.

These charges shall be enforceable under Section 73 of the Contract Act, 1872.

15.5 Design Validity Limit

Each approved design or layout shared with the Client shall be considered valid for a period of fifteen (15) calendar days from the date of official communication.

If the Client fails to respond, confirm, or proceed within this timeframe:

• The design shall be deemed stale or outdated,

• The Company reserves the right to revise it in line with updated technical, pricing, or aesthetic considerations,

• A revalidation charge may apply depending on project size.

15.6 Dormancy During Design Phase

If the Client discontinues communication for more than three (3) consecutive months during the design phase:

• The Company shall have the right to:

• Close the file administratively,

• Reassign resources,

• Reissue revised pricing or timeline if the project is reinitiated,

• Reactivation shall be subject to Company’s availability and internal workflow capacity.

The Company may at its discretion treat the project as abandoned, with all prior payments forfeited unless reactivation is agreed in writing.

15.7 Execution Delays Post-Design

In case the design phase is completed but execution does not commence within sixty (60) calendar days of the final design delivery:

• The execution quotation shall be subject to revalidation,

• Material prices, labor costs, or availability shall be reassessed,

• A new payment plan may be issued,

• Prior quotations shall be automatically deemed expired and non-binding.

15.8 Governing Law and Jurisdiction

All interpretations of this Title shall be subject to:

• The Contract Act, 1872,

• Civil Procedure Code, 1908,

• Relevant industry and construction law precedents under Pakistani jurisprudence.

Any dispute shall fall under the exclusive jurisdiction of the civil courts in Lahore unless arbitration is initiated under Title 6.

Title 16: Change Requests, New Orders & Scope Expansion Procedures

This section outlines the official protocol for requesting, evaluating, and executing any service or deliverable outside the original Scope of Work. It ensures mutual consent, cost transparency, and clear documentation for all additional Client-initiated instructions during an active project.

16.1 Purpose and Applicability

This procedure applies to:

• Any deviation, revision, or variation from the initially agreed Scope of Work,

• Client-initiated changes, whether in design, material, layout, or execution,

• Requests for additional services, fabrication, coordination, or site work,

• Any requirement not expressly included in the signed quotation, package, or annexure.

16.2 Change Request Submission Protocol

The Client must initiate all additional requests through the Company’s formal Change Request mechanism:

(a) Submission:

• The Client shall fill out the official Change Request / New Order Form, either physically or digitally (provided by BKG),

• The form must specify the:

• Requested change,

• Reason for change,

• Desired timeline or milestone (if any).

(b) Tracking & Acknowledgment:

• The Company shall issue a tracking number upon submission,

• A formal email acknowledgment will be sent within three (3) working days, confirming:

• Receipt of the request,

• Preliminary review status,

• Estimated response window based on complexity.

16.3 Company Response and Proposal

After internal review, the Company shall:

• Provide a written proposal or quotation, outlining:

• Additional charges (if applicable),

• Impact on project timeline,

• Technical feasibility or limitations,

• Revised drawings or specifications (if required),

• The response will be sent via email or approved channel as per Title 13.

16.4 Approval Mechanism

The Client may approve the proposed change:

• Through written email confirmation, or

• Via WhatsApp message reply from the registered number (Company shall preserve the screenshot as formal proof),

• Company will follow up with an official confirmation email, referencing:

• The approved change,

• Pricing,

• Execution date.

No action shall be initiated unless formal approval is received.

16.5 Execution & Payment Terms

Execution of any additional or revised work shall be contingent upon:

• Full advance payment of the revised quotation, unless otherwise agreed in writing,

• Confirmation of no conflict with existing timelines or structural feasibility,

• Updated milestone integration (if applicable).

Company shall issue updated deliverables or revised schedules where necessary.

16.6 Scope Control Safeguard

To ensure discipline in project delivery:

• The Company shall not entertain repeated informal instructions outside the above-stated process,

• Verbal confirmations, site-side requests, or casual instructions to staff will be deemed non-binding unless formally documented,

• All unauthorized modifications attempted outside this mechanism may be rejected and shall not attract Company liability.

16.7 Refusal or Infeasibility Clause

The Company reserves the right to:

• Reject change requests that are:

• Technically infeasible,

• Commercially non-viable,

• Beyond internal capacity or outside the Company’s scope of specialization,

• Propose alternative solutions where possible, or

• Require time extension or cost escalation justification.

Such decisions shall be final unless disputed under Title 6 (Dispute Resolution).

16.8 Legal Enforceability

This Title forms a material and enforceable component of the Agreement. The Change Request procedure shall:

• Override all informal expectations,

• Be construed as a contractual safeguard under Section 92–94 of the Qanun-e-Shahadat Order, 1984,

• Protect both Parties from scope creep, undocumented variation, or payment disputes.

Title 17: Retention, Completion & Handover

This section defines the formal project closure protocol, client confirmation process, and the treatment of retention amounts, if any. It ensures clear closure of responsibilities, avoids post-handover disputes, and protects both Parties with documented finality.

17.1 Final Completion Confirmation

Upon reaching the final deliverable stage of the project:

• The Company shall conduct internal checks to ensure all contracted services are rendered,

• Once verified, the Company will issue a formal Project Closure Email to the Client, including:

• Confirmation of milestone completion,

• Summary of completed scope,

• Request for acknowledgment or final comments (if any).

This email marks the official initiation of the handover phase.

17.2 Client Acknowledgment of Completion

The Client shall, within five (5) calendar days of the closure email:

• Confirm completion acceptance via email or approved communication channel, or

• Raise any objections in writing, citing specific outstanding issues or unresolved deliverables.

Failure to respond within this period shall constitute:

• Deemed acceptance of project completion,

• Final waiver of any claims pertaining to quality, delay, or omissions.

17.3 Handover and Deliverables

Once project completion is acknowledged (either expressly or by default):

• The Company shall prepare all final handover materials, including (as applicable):

• As-built drawings,

• Warranty documentation (if any),

• Closure documentation for design or construction scope,

• Handover shall be scheduled and completed within seven (7) working days of acknowledgment.

No further services or revisions shall be due unless:

• Covered by a post-handover AMC (Annual Maintenance Contract), or

• Formally initiated via a Change Request under Title 16.

17.4 Retention Clause

Where applicable, the Client may withhold a retention amount of up to 0.5% of the total project value. However:

• This amount shall be released prior to physical handover of the site or documents,

• The Company shall not be obligated to:

• Transfer IP rights,

• Release final deliverables,

• Conduct handover walkthroughs or meetings,

until the retention has been cleared and acknowledged in writing.

Retention cannot be used as leverage for:

• Non-contractual demands,

• Delay in handover approvals,

• Alteration of scope or payment terms.

17.5 Defects Liability Post-Handover

Unless otherwise agreed in writing, the Company shall not be liable for:

• Minor issues arising after handover due to wear, usage, or external damage,

• Failures linked to third-party vendor installations not provided by BKG,

• Material aging, moisture/humidity-related changes, or unreported client-side alterations.

Any post-handover complaints will be evaluated at the Company’s discretion and may:

• Attract a service charge, or

• Be referred to relevant vendors or suppliers (if warranty is applicable).

17.6 Legal Effect of Closure

Upon completion and formal or deemed acknowledgment:

• All contractual obligations shall be deemed discharged,

• Outstanding balances (including retention) shall become immediately due and payable,

• All warranties, indemnities, and IP clauses shall continue to survive in accordance with the Agreement.

Failure by the Client to release final dues, accept handover, or respond post-notification shall entitle the Company to initiate:

• Legal recovery proceedings,

• Blacklisting of the Client,

• Refusal of future project engagements.

17.7 Enforceability

This Title shall be enforceable under:

• Section 73–75 of the Contract Act, 1872 (for unpaid obligations),

• The Qanun-e-Shahadat Order, 1984 (for admissibility of closure communication),

• Civil court jurisdiction at Lahore, as stated in Title 11.

General Terms & Conditions | Version 1.1 – Effective: June, 2023 (BKG)

AFFILIATE TERMS AND CONDITIONS

Title 1: Introduction, Parties, and Legal Standing

1.1 Overview and Purpose

These Affiliate Terms & Conditions (“Terms”) constitute a legally binding agreement between Bin Khalid Group (“BKG”) and any individual or entity (“Affiliate”) who participates in BKG’s affiliate or referral program for the purpose of introducing prospective clients in exchange for commercial benefit.

This document sets the foundational legal framework governing:

• The independent relationship between BKG and the Affiliate,
• The procedural and financial mechanics of valid referrals,
• The conduct, responsibilities, and post-engagement obligations of both parties.

Every clause hereinafter is designed to ensure legal enforceability, brand protection, and operational clarity across all BKG entities and affiliate engagements.

1.2 Definition of BKG and Affiliated Entities

For purposes of these Terms, the term “Bin Khalid Group” or “BKG” refers to all commercial entities operating under the registered Bin Khalid trademark and brand identity, including but not limited to:

• Bin Khalid Builders – Civil construction, grey structure, and architectural finishing.
• Bin Khalid Estates – Turnkey real estate development and land acquisition.
• Bin Khalid Engineers – Design consultancy only, including architectural, structural, and interior design services.
• Bin Khalid Traders – Procurement, import/export, and material supply services.

Each of the above entities operates independently under its own legal registration. However, when referred to collectively as “BKG”, these Terms shall apply in full to any entity responsible for executing a referred project, unless expressly limited or excluded in writing.

1.3 Applicability and Binding Nature

These Terms apply to:

• All referrals submitted to any BKG entity under the Bin Khalid umbrella,
• All claims for commission, recognition, or reward arising from those referrals,
• Any public or private act of client solicitation, promotion, or engagement using the BKG brand, with or without contract.

The Affiliate acknowledges and accepts these Terms as binding immediately upon:

• Submission of a referral (verbal, written, or digital),
• Claiming or accepting any commercial incentive from BKG,
• Receiving documentation referencing this agreement, or
• Continuing communication with BKG following referral acknowledgment.

No further signature shall be required. Acceptance is formed by conduct, enforceable under Section 2(e) and Section 10 of the Contract Act, 1872.

1.4 Legal Relationship of the Affiliate

The Affiliate acts solely as an independent introducer and shall not, under any condition, be deemed to be:

• An employee, partner, joint venture participant, or legal agent of BKG,
• Authorized to represent BKG in commercial dealings, pricing negotiations, or client communications beyond introducing a lead,
• Permitted to bind BKG to any financial, legal, or contractual obligation.

Any deviation from this status shall constitute misrepresentation, resulting in immediate disqualification, forfeiture of all dues, and potential legal action.

1.5 BKG’s Right of Discretion

BKG reserves the unconditional right to:

• Approve or reject any individual or business from participating in its Affiliate Program,
• Accept or deny any referral at its sole discretion without explanation,
• Suspend or terminate the Affiliate’s status with or without notice,
• Forfeit any claimed commission if conduct, documentation, or eligibility is found inconsistent with these Terms.

The Affiliate expressly waives the right to challenge BKG’s discretion in referral acceptance or commission rejection unless a written agreement states otherwise.

1.6 Unified Enforcement Across All BKG Projects

If a referral results in a project with any BKG entity, the relevant entity named in the quotation, agreement, or invoice shall be:

• The official party responsible for service delivery,
• The contracting counterparty for all legal and financial purposes,
• Bound by these Terms in relation to commission calculation and payment.

These Terms operate uniformly across all business verticals under the BKG name, ensuring enforceability regardless of which entity executes the project.

1.7 Revisions and Legal Supremacy

These Terms may be revised at BKG’s discretion to reflect:

• Changes in law, taxation, or regulatory obligations,
• Operational or internal policy amendments,
• Industry or affiliate misconduct requiring legal adjustment.

Any revised version, once communicated via official channel (email, WhatsApp, or referral link), shall:

• Supersede prior terms with immediate effect, and
• Be deemed binding through continued referral activity, as per accepted principles of constructive contract formation.

Title 2: Definitions

This section sets forth the standardized legal and operational definitions used throughout these Terms & Conditions. These definitions ensure clarity, consistency, and enforceability across all interactions between BKG and its participating Affiliates.

2.1 “Affiliate”

Refers to any individual, consultant, professional, business entity, or third-party referrer who:

• Participates in BKG’s affiliate or referral arrangement, whether formally registered or informally engaged,
• Shares or promotes BKG’s services with prospective clients for commercial benefit,
• Submits client referrals via written, digital, verbal, or social channels in exchange for a commission.

Affiliates may include, but are not limited to:

• Real estate agents, interior consultants, marketing professionals, digital promoters, influencers, or walk-in introducers.

2.2 “Referral”

A Referral is a prospective client introduced to BKG by an Affiliate, whether directly or indirectly, including:

• Contact details shared by phone, message, email, or web form,
• Introductions made via meeting, call, or social media,
• Clients redirected to BKG’s offices, websites, or official representatives based on the Affiliate’s effort.

A Referral becomes valid only when it meets the criteria outlined in Title 4: Referral Process and Eligibility.

2.3 “Converted Client”

A Converted Client is a referred individual or entity that:

• Signs a formal project agreement or construction contract with BKG, and
• Pays the minimum advance or milestone payment required to initiate project execution, as defined in that agreement.

Only Converted Clients trigger commission eligibility under these Terms.

2.4 “Commission”

Commission is the financial reward payable to an eligible Affiliate for successfully referring a Converted Client. It is calculated as:

• A percentage of the Net Contract Value, or
• A fixed/tiered rate formally communicated and confirmed in writing by BKG.

Commission is always subject to referral eligibility, verification, and full compliance with these Terms.

2.5 “Net Contract Value”

Refers to the total value of the signed agreement with the Converted Client, excluding:

• Government-imposed taxes (e.g., GST, WHT),
• Refundable deposits, security retainers, or adjustment-based contingencies,
• Costs related to direct third-party procurement or items paid for outside BKG’s scope.

Commission is calculated only on the Net Contract Value, unless otherwise agreed in writing.

2.6 “Referral Window”

The Referral Window is the maximum time allowed for a referral to convert into a paying client for the Affiliate to remain eligible for commission.

Unless otherwise agreed in writing, the Referral Window is thirty (30) calendar days from the date of referral submission.
Referrals converted after the expiration of this window shall be ineligible for commission, unless BKG grants a formal extension in writing.

2.7 “Official Channels”

Refers to BKG’s verified communication mediums through which referrals must be submitted, including:

• Emails sent to a valid BKG domain (e.g., @binkhalidgroup.com),
• Digital affiliate referral forms (if provided by BKG),
• WhatsApp or SMS from a number recorded during Affiliate onboarding,
• Physical submission at BKG’s head office, acknowledged through written confirmation.

Informal, undocumented, or unverifiable referrals shall not be recognized unless independently confirmed and acknowledged by BKG.

Title 3: Eligibility Criteria

This section defines the mandatory qualifications, prerequisites, and conduct standards required for any individual or entity to be accepted into — and to remain part of — the BKG Affiliate Program. These requirements are non-negotiable, and failure to meet or maintain them may result in immediate disqualification, with or without notice.

3.1 General Eligibility Requirements

To qualify for participation in the BKG Affiliate Program, an applicant must:

• Be at least 18 years old, legally competent to enter into contracts under the Contract Act, 1872;
• Have no conflict of interest (e.g., current employment with or vested interest in a competing firm);
• Not be an existing or former BKG client with a negative payment or conduct history;
• Have credible access to relevant markets, networks, or platforms capable of generating meaningful client referrals.

BKG reserves the right to request supporting documentation to verify eligibility at any stage.

3.2 Documentation and Onboarding

To be formally onboarded, the Affiliate must provide:

• Full legal name and valid CNIC (individuals) or NTN certificate (business entities),
• Verified mobile number and professional email address,
• Bank account details registered in the Affiliate’s name for commission disbursement,
• Confirmation of having read, understood, and accepted these Terms, either explicitly or through referral activity.

Failure to complete onboarding documentation may delay payments or result in suspension from the program.

3.3 Good Standing Requirement

Affiliates must maintain professional credibility and compliance throughout their participation.

BKG may suspend or terminate an Affiliate for:

• Prior removal or blacklisting from BKG’s programs,
• Involvement in fraud, misrepresentation, or unethical behavior,
• Making false claims, engaging in dual affiliations, or using BKG branding without permission.

Determination of “good standing” rests solely with BKG and is not subject to appeal unless supported by binding contractual documentation.

3.4 Disclosure of Affiliation

To preserve transparency and prevent client confusion, Affiliates must:

• Clearly state they are an independent referral partner, not a BKG employee, agent, or contractor;
• Disclose this role at the time of introduction or referral;
• Avoid using any branding or communication that implies official authority without prior written approval.

Misrepresentation of role or authority will result in immediate disqualification and forfeiture of pending commissions.

3.5 Direct Submission Only

Affiliates must submit referrals in their own name, not via:

• Sub-agents,
• Unverified representatives,
• Nominees or digital proxies.

BKG will not:

• Entertain claims by intermediaries unless pre-approved in writing,
• Split commissions for group submissions unless formally acknowledged,
• Be liable for internal disputes between Affiliates and their associates.

Each Affiliate bears full responsibility for their own submissions and the accuracy of their referral data.

3.6 Right of Verification and Rejection

BKG retains full discretion to:

• Verify any affiliate credentials, referrals, or documentation at any time,
• Reject a referral or commission claim without assigning reason,
• Terminate affiliate status if deemed non-compliant or reputationally risky,
• Blacklist Affiliates in breach of conduct or integrity standards.

All decisions under this clause are final, non-contestable, and governed by internal compliance and policy review.

Title 4: Referral Process and Eligibility

This section outlines the required method, conditions, and verification standards for submitting referrals under the BKG Affiliate Program. All referrals must strictly comply with the criteria below to be recognized as valid and commission-eligible. Any deviation or breach may result in disqualification without further notice.

4.1 Submission Protocol

To be considered a valid referral, the Affiliate must submit client details through verified BKG channels, and include the following minimum information:

• Full name of the prospective client,
• Verified contact number and/or email address,
• Nature of inquiry (e.g., construction, design, renovation),
• Project location (if available),
• Any relevant meeting or communication history.

Permitted Channels for Submission:

• Email to an official BKG domain (e.g., info@binkhalidgroup.com),
• BKG’s official Affiliate Referral Form (digital or physical),
• WhatsApp or SMS from the registered number,
• In-person submission at BKG’s head office (with signed acknowledgment or stamp).

Verbal referrals, informal handovers, or screenshots lacking traceability will not qualify unless expressly acknowledged in writing by BKG.

4.2 Referral Ownership Criteria

A referral will be attributed to the Affiliate who:

• Submitted it first, prior to the client contacting BKG independently,
• Ensured the client was not already listed in BKG’s CRM, active pipeline, or sales correspondence,
• Receives confirmation from the client, if requested, that the Affiliate initiated the relationship.

In the event of multiple claims over the same client, BKG will:

• Conduct internal CRM and timestamp reviews,
• Consider direct client confirmations, and
• Issue a final, non-contestable decision based on the submission chronology.

4.3 Referral Window (30-Day Limit)

Each submitted referral remains valid for a maximum period of thirty (30) calendar days from the date of submission.

To trigger commission, the referred client must:

• Sign a formal agreement with BKG within this 30-day window, and
• Pay the required advance or milestone payment, as defined in the client contract.

Referrals converting after this window shall be ineligible, unless an extension is granted in writing by BKG’s authorized representative.

4.4 Conversion Requirements

A referral shall be considered “converted” only when:

• The client signs a legally binding agreement with BKG for services (construction, design, or project management), and
• Makes the first payment (advance or milestone) into BKG’s official bank account.

Mere expressions of interest, site visits, proposal requests, or verbal commitments do not qualify as conversions.

4.5 Disqualification of Referrals

Referrals will be disqualified and rendered ineligible for commission under the following circumstances:

• The client was already active in BKG’s system or referred earlier by another party,
• The Affiliate misrepresented their role or submitted fabricated/incomplete data,
• The client cancels the engagement before contract execution or payment,
• The Affiliate violates branding, conduct, or disclosure rules (see Titles 6 & 7),
• The submission occurred after the client initiated contact with BKG.

BKG may retroactively disqualify referrals if post-submission fraud or policy breach is discovered.

4.6 Referral Dispute Resolution

If a referral is contested or rejected:

• The Affiliate may file a formal appeal within seven (7) calendar days of being notified,
• BKG will review all relevant records (CRM logs, WhatsApp chats, email threads, etc.),
• A final decision will be issued by the authorized Director or Department Head.

This decision shall be final and binding, unless an enforceable prior agreement states otherwise.

Title 5: Commission Policy

This section establishes the definitive rules, conditions, and methods under which commissions are calculated, approved, and disbursed to Affiliates. No commission shall be recognized unless earned in accordance with the requirements below. All entitlements are subject to verification and compliance with these Terms.

5.1 Standard Commission Rate

Unless otherwise agreed in writing, the standard commission payable to a qualifying Affiliate shall be 0.5% (half percent) of the Net Contract Value for each successfully converted referral.

Commission rates may be revised for select campaigns, volume-based partnerships, or strategic collaborations, but such exceptions must be explicitly documented and confirmed in writing by BKG.

5.2 Eligibility Trigger for Commission

An Affiliate shall become eligible to receive commission only when all of the following conditions are met:

• The client signs a formal project agreement with BKG;
• The client makes the first milestone or advance payment as specified in that agreement;
• The referral was submitted and converted within the 30-day Referral Window as outlined in Title 4.

No commission shall be due or payable for inquiries, interest, meetings, site visits, or any client engagement that does not result in a signed agreement and verified payment.

5.3 Commission Calculation Method

Commission is calculated solely on the Net Contract Value, defined as:

• The gross value of the client’s signed project agreement,
• Excluding:
  • Government-imposed taxes (e.g., GST, WHT),
  • Refundable deposits or retentions,
  • Items sourced directly by the client or procured through third-party vendors outside BKG’s scope.

BKG’s internal cost sheets, approved contracts, and billing records shall be conclusive for all calculations.

5.4 Disbursement Timeline

Upon meeting all eligibility criteria, BKG shall disburse the commission within ten (10) to fifteen (15) working days of:

• Receiving the qualifying payment from the client;
• Verifying the Affiliate’s compliance and up-to-date banking documentation;
• Confirming there is no active dispute concerning the referral.

Disbursement shall be made via bank transfer only. BKG shall not be liable for any delays resulting from incomplete KYC, tax records, or referral data.

5.5 Tax Deduction and Compliance

All commission payments are subject to applicable tax deductions under Pakistani law, including but not limited to:

• Withholding Tax under the Income Tax Ordinance, 2001;
• Requirement for valid CNIC (for individuals) or NTN (for registered entities);
• Issuance of a Withholding Tax Certificate, upon request and submission of necessary documentation.

Affiliates are solely responsible for their own tax filings. BKG bears no liability beyond statutory deductions and issuance of the withholding certificate.

5.6 Commission on Discounted Contracts

If a client receives a discounted price after a valid referral submission:

• The Affiliate shall still be entitled to a commission based on the discounted Net Contract Value;
• No claim shall be entertained for commissions based on the original or pre-discounted contract value, unless expressly agreed in writing.

5.7 Ineligible Commission Claims

No commission shall be paid where:

• The client cancels or withdraws before payment;
• The Affiliate was disqualified under any clause of these Terms;
• The referral was submitted after the client had already engaged BKG independently;
• A prior commission was already paid on the same referral to another valid claimant;
• The referral is unverifiable or under dispute without evidence.

All rejected claims shall be final unless the Affiliate appeals within the allowed dispute period under Title 4.6.

5.8 Shared or Disputed Referrals

Where more than one Affiliate claims credit for the same referral:

• BKG will review CRM entries, submission logs, and client statements;
• Commission may be split if a joint effort is verifiably established;
• BKG shall have the sole discretion to award full or partial commission to one or both parties;
• The final decision shall be non-negotiable unless a pre-existing written agreement dictates otherwise.

5.9 No Commission on Internal Transactions

No commission shall be payable where:

• The referred client is the Affiliate themselves;
• The client is a close family member, employee, or shareholder of the Affiliate;
• The project was initiated as part of an internal arrangement, barter, or promotional collaboration.

Only third-party commercial referrals with valid conversion qualify.

5.10 One-Time Payout Limitation

Commission shall be paid only once for a converted referral.

No additional commission shall accrue for:

• Repeat work with the same client;
• Future upgrades, add-ons, or repeat phases;
• Repeat engagements with the same client through other BKG departments.

An additional commission shall be payable only if:

• A new project is initiated with a new contract, and
• A new referral submission is made and accepted in writing by BKG.

Title 6: Restrictions on Affiliate Conduct

This section defines the behavioral limitations imposed on all Affiliates participating in the BKG Affiliate Program. These restrictions are necessary to safeguard BKG’s legal standing, brand integrity, and operational efficiency. Any violation of these terms shall constitute a material breach and may result in immediate disqualification, forfeiture of commissions, and legal action where applicable.

6.1 No Misrepresentation or False Authority

Affiliates shall not:

• Present themselves as employees, agents, legal representatives, or partners of BKG;
• Represent or imply that they have authority to negotiate pricing, timelines, scope, or delivery terms on behalf of BKG;
• Offer verbal or written commitments, guarantees, or assurances regarding BKG’s services.

Affiliates act strictly as independent third-party introducers. Any act of misrepresentation shall be treated as a breach under the Contract Act, 1872, and may attract liability.

6.2 No Quotation or Pricing Discussions

Affiliates are prohibited from:

• Issuing or sharing price estimates, proposals, or cost breakdowns—whether verbal, written, or implied;
• Creating or circulating “packages” or “BOQs” referencing BKG without official approval;
• Stating per-square-foot rates, materials included, or tax applicability to clients.

All pricing discussions must be handled by BKG’s designated personnel. Unauthorized pricing shall be deemed misrepresentation and may result in referral disqualification.

6.3 No Collection of Payments

Affiliates shall not:

• Collect or handle cash, cheques, token money, or bank transfers from clients on behalf of BKG;
• Offer to facilitate payments or issue receipts;
• Interfere in BKG’s official payment channels or processes.

Any payment made to or through the Affiliate shall be deemed invalid. BKG shall not acknowledge such payments or apply them toward any client account.

6.4 No Unauthorized Use of BKG Materials

Affiliates are prohibited from:

• Using, editing, or sharing BKG’s designs, drawings, BOQs, proposals, or project documents without prior written authorization;
• Circulating internal visuals, architectural content, or marketing brochures bearing BKG’s logo or project data;
• Claiming intellectual authorship or design credit for BKG materials.

All BKG intellectual property is protected under the Copyright Ordinance, 1962 and the Trademarks Ordinance, 2001. Any unauthorized use will be treated as infringement.

6.5 No Online Advertising Without Approval

Affiliates shall not:

• Post, advertise, or promote BKG projects or services on social media, classified platforms, or digital forums without BKG’s written approval;
• Use BKG’s name, brand, or content in creating unofficial websites, pages, or groups;
• Share unapproved offers, pricing, or visuals on WhatsApp broadcasts, SMS, or public announcements.

All online promotions must comply with Title 7: Branding & Marketing Guidelines and must carry the mandatory disclaimer.

6.6 No Defamation or Public Pressure

Affiliates shall not:

• Publicly criticize or defame BKG, its team members, clients, or services;
• Circulate grievances, accusations, or negative commentary on WhatsApp, social media, or digital platforms;
• Threaten reputational damage or media exposure in pursuit of commissions, access, or disputes.

Violations of this clause shall result in immediate blacklisting and legal proceedings under the Defamation Ordinance, 2002, and Prevention of Electronic Crimes Act, 2016 (PECA).

6.7 No Bribery or Internal Influence

Affiliates shall not:

• Offer bribes, commissions, or gifts to BKG employees or project staff;
• Seek to fast-track referrals or influence decisions using internal contacts;
• Claim insider access or unauthorized “approval” to manipulate process flows.

Any such conduct shall result in disqualification, forfeiture of pending commissions, and civil or criminal action.

6.8 Mandatory Disclosure of Conflict of Interest

Affiliates must disclose if they:

• Are simultaneously referring clients to competitors of BKG;
• Have any financial stake in vendors, subcontractors, or consultants used by BKG;
• Are promoting their own services (e.g., design, construction, brokerage) to BKG clients during the referral process.

Failure to disclose such conflicts may result in disqualification and legal consequences under the applicable provisions of Pakistani law.

6.9 Breach Consequences and Enforcement

Violations of this section may result in one or more of the following:

• Immediate suspension or termination of Affiliate status;
• Forfeiture of all pending and future commissions;
• Legal proceedings for injunctive relief and damages;
• Notification across all BKG departments, suppliers, and collaborators for future blacklisting.

BKG’s internal decision shall be final and enforceable, subject to the dispute resolution process defined under Title 12.

Title 7: Branding & Marketing Guidelines

This section regulates the usage of Bin Khalid Group’s (BKG) intellectual property, marketing content, and visual identity by Affiliates. It ensures that all branding-related activities uphold the Company’s commercial reputation and legal rights. Unauthorized use or misrepresentation shall be considered a serious breach and may result in termination, legal proceedings, or both.

7.1 Ownership of Brand Identity

The name, logo, slogan, trade dress, architectural designs, brochures, digital content, and all associated brand elements of Bin Khalid Group are the exclusive property of BKG. These assets are legally protected under:

• The Trademarks Ordinance, 2001;
• The Copyright Ordinance, 1962;
• The Contract Act, 1872.

Affiliates may not use, modify, replicate, or distribute these assets without express written authorization from BKG.

7.2 Permitted Use with Prior Approval

Affiliates may use approved BKG brand materials only upon receiving written authorization from BKG for limited and specified purposes, such as:

• Online promotions (WhatsApp, LinkedIn, Instagram, etc.),
• Professional networking and private client introductions,
• Joint events, campaigns, or exhibitions specifically involving BKG.

In such cases, BKG may issue:

• Pre-approved visuals, service descriptions, and disclaimers,
• Content packs and posting templates,
• Usage timelines and distribution restrictions.

Use is project-specific, non-transferable, and time-bound.

7.3 Mandatory Disclaimer for All Promotions

All digital or printed content referring to BKG must include the following disclaimer (or a BKG-approved variant):

“I am an independent referral partner of Bin Khalid Group. All pricing, scope, and commitments are subject to official confirmation directly from BKG.”

Omission of this disclaimer shall be treated as misrepresentation and may lead to referral disqualification or legal notice.

7.4 Prohibited Branding Activities

Affiliates are strictly prohibited from:

• Creating or running websites, pages, or social media accounts that impersonate or imitate BKG (e.g., using “Bin Khalid” in usernames, handles, or URLs),
• Using BKG’s logo, slogan, or identity on business cards, banners, or personal marketing without written approval,
• Altering, removing, or obscuring BKG watermarks from shared visuals or documents,
• Publishing content that implies agency, co-ownership, or leadership of BKG projects.

Such activities constitute trademark infringement and will be dealt with under applicable IP law.

7.5 Unauthorized Offers and Misleading Claims

Affiliates shall not:

• Advertise offers, discounts, or promotional packages not formally approved by BKG,
• Circulate independently created price lists, construction packages, or BOQs that bear BKG’s name,
• Recycle old pricing or marketing collateral without confirming current validity,
• Claim involvement in projects or collaborations that BKG has not acknowledged in writing.

All public or private offers referencing BKG must reflect official scope, rates, and deliverables.

7.6 Public Representation and Events

Affiliates may not represent BKG in public-facing activities without written nomination or approval. This includes:

• Trade expos, real estate conferences, or vendor events,
• Client meetings implying executive or decision-making power,
• Media interviews, investment meetings, or commercial talks.

Any unauthorized public representation shall be treated as impersonation and may result in termination and civil action.

7.7 Enforcement of Branding Violations

Any violation of branding terms shall attract one or more of the following:

• Immediate removal from the Affiliate Program,
• Issuance of a cease-and-desist legal notice under applicable IP and contract law,
• Forfeiture of pending commissions linked to unauthorized or misrepresented promotions,
• Inclusion on BKG’s internal and vendor blacklists for permanent exclusion.

BKG reserves the right to enforce legal protection of its intellectual property in accordance with Pakistani law and international branding protocols.

Title 8: Payment Mechanism

This section outlines the official procedures, compliance requirements, and legal safeguards governing the disbursement of commissions to Affiliates under the BKG Affiliate Program. No payment shall be made unless all preconditions, verification steps, and legal obligations outlined herein are fully satisfied.

8.1 Mode of Payment

All commissions payable under this program shall be:

• Disbursed exclusively via bank transfer to the Affiliate’s verified personal or business account,
• In the name of the Affiliate as registered with BKG during onboarding,
• Deposited to a Pakistani bank account unless otherwise agreed in writing for overseas Affiliates.

No cash, cheque, or third-party payments shall be processed or entertained.

8.2 Disbursement Timeline

Commissions shall be released within ten (10) to fifteen (15) working days following:

• Verified conversion of the referred client (as per Title 4),
• Client’s completion of the qualifying payment milestone under their signed agreement,
• Confirmation of the Affiliate’s bank and tax compliance documents.

Delays arising from pending verification, missing data, or referral disputes shall pause the disbursement cycle.

8.3 Required Documentation for Payment

To qualify for payment, the Affiliate must have submitted:

• A valid copy of CNIC (for individuals) or NTN certificate (for registered entities),
• Verified bank account details (preferably on letterhead or through an authenticated document),
• Referral records and any related client interaction log, if requested by BKG’s accounts or legal team.

Failure to comply shall result in commission hold or permanent disqualification from that transaction.

8.4 Tax Deduction and Compliance

All commission payments shall be subject to deductions as required under the Income Tax Ordinance, 2001, including:

• Withholding Tax (WHT),
• Any other tax or levy introduced by the Federal Board of Revenue (FBR) or relevant authorities.

BKG shall issue Withholding Tax Certificates (WHT) upon request and proper submission of identification credentials.
The Affiliate remains solely responsible for their tax filings and compliance.

8.5 Milestone-Based Commission Payouts

In case of large or long-duration projects, BKG reserves the right to:

• Disburse commission in phases aligned with the project’s payment milestones, or
• Release partial commission upfront and the remainder upon final client payment, depending on scope.

This structure will be communicated to the Affiliate in writing, if applicable.

8.6 Dispute, Error, or Delay in Payment

If a payment is delayed or incorrectly processed:

• The Affiliate must notify BKG in writing within seven (7) calendar days of the expected payout,
• BKG shall initiate internal verification and resolve the matter within a reasonable time frame,
• Disputes raised beyond this period may be considered void unless supported by valid evidence.

No interest, compensation, or penalty shall apply unless formally agreed in writing.

8.7 Third-Party Account Restrictions

BKG will not release payments to:

• Assistants, family members, nominees, or unrelated entities,
• Shared or joint accounts unless both parties are verified Affiliates,
• Any unauthorized third party without formal clearance.

Exceptions require:

1. a) A notarized letter of authorization,
   b) Valid CNIC/NTN of the recipient, and
   c) Prior written approval from BKG.

BKG reserves the absolute right to reject third-party disbursement requests even if documentation is provided.

8.8 Final Acknowledgment and Settlement

Once commission is transferred:

• BKG shall issue a payment confirmation slip, transaction screenshot, or official email,
• The Affiliate shall confirm receipt within two (2) working days via reply or acknowledgment.

Failure to raise objections within this window shall be deemed full and final settlement.
Any disputes beyond this timeframe shall not be entertained unless substantial evidence exists.

Title 9: Code of Conduct

This section outlines the standards of professional behavior, legal compliance, and ethical obligations required from all participants in the BKG Affiliate Program. The intent is to safeguard BKG’s commercial integrity, brand identity, client relationships, and legal positioning.

Any breach of this Code may result in disqualification, forfeiture of commissions, and legal recourse as per applicable Pakistani laws.

9.1 Professional Integrity

All Affiliates must:

• Present accurate, honest, and complete information to prospective clients,
• Avoid exaggeration, coercion, or manipulation to influence referrals or conversions,
• Conduct themselves with professionalism in all interactions with clients, vendors, and BKG staff.

Ethical lapses, even if they result in conversion, may void the Affiliate’s commission and lead to blacklisting.

9.2 Communication Standards

Affiliates are required to:

• Maintain a professional tone in all client-facing and internal communication,
• Limit interaction to official business hours unless otherwise mutually agreed,
• Avoid misuse of personal contact details or harassment during follow-ups.

Aggressive or unprofessional conduct may lead to immediate termination and removal from the Affiliate Program.

9.3 No Defamation or Coercion

Affiliates must not:

• Publish, forward, or initiate defamatory, derogatory, or misleading statements about BKG, its staff, vendors, clients, or services,
• Leverage social media, WhatsApp groups, or other digital platforms to spread grievances or pressure BKG,
• Threaten reputational damage to force commission payouts or dispute resolution.

Such acts shall be treated as defamation or blackmail and may trigger legal proceedings under:

• The Defamation Ordinance, 2002,
• The Prevention of Electronic Crimes Act, 2016 (PECA),
• Relevant sections of the Pakistan Penal Code.

9.4 No Bribery or Undue Influence

Affiliates shall not:

• Offer bribes, commissions, gifts, or informal incentives to BKG staff or project teams,
• Attempt to gain internal advantage through “fast-tracking” or personal influence,
• Solicit favors from vendors or contractors linked to BKG for their own gain.

Any such activity constitutes misconduct and will lead to immediate disqualification and legal action.

9.5 Conflict of Interest Prohibition

Affiliates must not:

• Refer the same client simultaneously to any of BKG’s competitors,
• Promote their own services (e.g., as contractor, broker, or consultant) to BKG clients without formal disclosure,
• Engage in dual roles that create a conflict with the affiliate relationship.

All potential conflicts must be disclosed. Hidden or undeclared conflicts may result in retroactive forfeiture of commission and permanent suspension.

9.6 Confidentiality and Data Ethics

Affiliates are prohibited from:

• Retaining, duplicating, or distributing confidential data obtained during referral activities,
• Sharing drawings, BOQs, pricing models, or project files with third parties,
• Using insider information (technical or commercial) for personal business development.

Violations shall invoke Title 10 (Confidentiality) and may result in civil or criminal penalties.

9.7 No Impersonation or Proxy Representation

Affiliates must:

• Engage clients and BKG in their own name,
• Avoid delegating referral tasks to sub-agents, brokers, or third-party proxies unless formally approved,
• Not misrepresent themselves as BKG employees, partners, or senior personnel.

Referrals submitted through proxies or unverifiable intermediaries will be disqualified.

9.8 Enforcement and Penalties

Any violation of this Code of Conduct shall entitle BKG to:

• Immediately remove the Affiliate from the Program,
• Cancel all pending and future commissions, including for converted referrals,
• Pursue legal action for damages, injunctions, or reputational harm,
• Circulate internal notices to blacklist the Affiliate across BKG divisions.

BKG’s determination shall be final and binding unless formally challenged under Title 12 (Dispute Resolution).

Title 10: Confidentiality

This section governs the non-disclosure, limited use, and legal treatment of all confidential, proprietary, and sensitive information accessed by the Affiliate during participation in the BKG Affiliate Program. These obligations survive the termination or expiration of Affiliate status.

10.1 Scope of Confidential Information

For the purposes of these Terms, “Confidential Information” includes but is not limited to:

• Names, contact details, budgets, or project preferences of referred clients,
• Architectural drawings, layouts, renders, technical documentation, BOQs, or design files,
• BKG’s pricing models, vendor rates, margin structures, and project estimates,
• Communication content shared via email, WhatsApp, voice notes, documents, or in-person,
• Project-related visuals, documents, proposals, contracts, or work-in-progress details,
• Business strategy, operational tools, lead generation methodology, or onboarding workflows.

Confidential Information may be written, verbal, visual, digital, or stored in any other form.

10.2 Non-Disclosure Obligation

The Affiliate agrees to:

• Maintain strict confidentiality of all Confidential Information during and after the Affiliate relationship,
• Not disclose, circulate, or forward such information to any third party without written permission from BKG,
• Use such information solely for the purpose of referral coordination and supporting official BKG activities.

No personal, commercial, or competitive use of BKG’s Confidential Information is permitted under any circumstances.

10.3 Duration of Confidentiality Obligation

The duty of confidentiality shall commence:

• From the date of the first referral or engagement between the Affiliate and BKG,
• And shall continue for a period of five (5) years after:
  • The Affiliate’s last referral, or
  • Termination of Affiliate status — whichever occurs later.

This duration is considered reasonable and enforceable under the Contract Act, 1872.

10.4 Disclosure Permitted by Law

Disclosure of Confidential Information shall be permitted only when:

• Required by law, regulatory body, or a valid court order,
• The Affiliate provides prompt written notice to BKG (unless legally prohibited),
• BKG is granted reasonable opportunity to contest or limit the disclosure through protective legal mechanisms.

No other form of disclosure shall be allowed.

10.5 Return or Destruction Upon Termination

Upon the termination of the Affiliate relationship or upon BKG’s written request, the Affiliate shall:

• Immediately return, delete, or destroy all Confidential Information in their possession,
• Remove any BKG-related content from devices, platforms, or cloud systems,
• Confirm compliance with this clause in writing, if requested.

Failure to comply may result in legal action under applicable civil, IP, or cybercrime laws.

10.6 Breach and Legal Consequences

In the event of breach of confidentiality, BKG shall have the right to:

• Seek civil damages for financial or reputational loss,
• Apply for injunctive relief to restrain continued use or disclosure,
• Pursue criminal complaints under relevant provisions of the Prevention of Electronic Crimes Act, 2016,
• Blacklist the Affiliate and circulate a formal notice of breach internally.

The Affiliate acknowledges that unauthorized use or disclosure may cause irreparable harm not compensable by monetary damages alone.

10.7 Applicable Legal Provisions

This clause shall be enforceable under the laws of Pakistan, including:

• The Contract Act, 1872,
• The Qanun-e-Shahadat Order, 1984,
• The Prevention of Electronic Crimes Act, 2016,
• The Copyright Ordinance, 1962,
• Any other relevant civil, commercial, or intellectual property statute.

Title 11: Termination Policy

This section governs the termination of the Affiliate’s participation in the BKG Affiliate Program, including voluntary exits, BKG-initiated removals, and the handling of referrals, commissions, and obligations upon termination. Termination shall not affect rights accrued prior to the effective date of termination nor shall it waive enforceable obligations under surviving clauses.

11.1 Termination by Either Party (Voluntary Exit)

Either BKG or the Affiliate may terminate the Affiliate relationship at any time by:

• Providing at least seven (7) calendar days’ written notice, via email or other official communication channel,
• Stating the intention to discontinue further referrals or participation,
• Without the obligation to provide justification for termination,
• Without prejudice to accrued commissions or rights up to the termination date.

Termination shall become effective upon acknowledgment or expiration of the notice period, whichever is earlier.

11.2 Immediate Termination by BKG (For Cause)

BKG reserves the absolute right to terminate the Affiliate’s status immediately and without prior notice, in the event of:

• Material breach of these Terms, including misrepresentation, defamation, or unauthorized pricing,
• Referral fraud, impersonation, or submission of fabricated leads,
• Engagement with competing firms without disclosure (conflict of interest),
• Repeated or substantiated client complaints regarding coercion or unethical conduct,
• Any misuse of branding, client data, designs, or confidential material,
• Any action likely to harm BKG’s operations, staff, or reputation.

In such cases:

• All unpaid commissions shall be forfeited,
• All active referrals shall be disqualified,
• BKG reserves the right to pursue legal remedies including civil damages and/or criminal prosecution under relevant Pakistani laws.

11.3 Post-Termination Referral Grace Period

If termination is voluntary or mutually agreed, the Affiliate may still receive commission for:

• Valid referrals made prior to the termination date,
• Where the client signs a formal agreement and pays the qualifying advance within thirty (30) calendar days of the Affiliate’s exit.

Referrals converted beyond this period shall not qualify unless otherwise agreed in writing by BKG.

11.4 Return and Removal Obligations

Upon termination, the Affiliate shall:

• Cease all use of BKG’s name, brand assets, client lists, and marketing content,
• Return or permanently delete all confidential materials, pricing sheets, project documentation, and designs,
• Remove all online content or public references suggesting current affiliation with BKG, including:
  • Social media bios,
  • Website listings,
  • Online portfolios referencing BKG without written permission.

Failure to comply may result in formal legal notice, injunctive relief, and permanent blacklisting.

11.5 Surviving Clauses

The following provisions shall survive termination and remain enforceable against the Affiliate for their respective durations:

• Title 5: Commission Policy – applicable to validated referrals made before termination,
• Title 6: Restrictions on Affiliate Conduct – for conduct-related breaches or defamation,
• Title 7: Branding & Marketing Guidelines – covering brand misuse post-exit,
• Title 10: Confidentiality – governing long-term handling of data and proprietary information,
• Title 12: Dispute Resolution – for resolving post-termination conflicts,
• Title 13: Limitation of Liability – for defining the scope of BKG’s obligations after exit.

Title 12: Dispute Resolution

This section outlines the formal mechanism through which disputes, claims, or grievances arising out of or in connection with the Affiliate’s participation in the BKG Affiliate Program shall be addressed. It covers commission-related disputes, referral conflicts, termination disagreements, and interpretation of these Terms.

All parties are expected to pursue resolution in good faith before initiating legal proceedings.

12.1 Step 1 – Good Faith Communication

In the event of a dispute, the Affiliate must:

• Notify BKG in writing via official email, clearly outlining:
  • The nature of the dispute,
  • Supporting documentation (e.g., referral logs, confirmation messages, client validation),
• Allow seven (7) working days for BKG to investigate and respond,
• Engage in an honest, respectful, and non-hostile exchange to seek resolution.

Failure to initiate this step may result in waiver of the dispute or delay in formal review.

12.2 Step 2 – Optional Mediation

If the matter remains unresolved after Step 1:

• Either Party may propose non-binding mediation conducted by a mutually acceptable neutral third party,
• Mediation may be conducted virtually or in-person, within five (5) additional working days,
• All mediation discussions shall remain confidential and off-record,
• While not mandatory, mediation is encouraged prior to arbitration to prevent escalation.

12.3 Step 3 – Binding Arbitration

If mediation fails or is waived, the dispute shall be referred to final and binding arbitration under the Arbitration Act, 1940:

• The seat of arbitration shall be Lahore, Pakistan,
• Language of proceedings: English or Urdu, as mutually agreed,
• The arbitrator shall be:
  • Mutually appointed within seven (7) working days of initiation, or
  • Appointed by the Lahore High Court if parties fail to agree,
• The arbitrator shall have authority to:
  • Grant interim relief,
  • Issue injunctive or declaratory orders,
  • Render an enforceable award with the weight of a civil decree.

12.4 Governing Law

This Agreement and all disputes arising from it shall be governed and interpreted strictly in accordance with the laws of the Islamic Republic of Pakistan, including:

• The Contract Act, 1872,
• The Arbitration Act, 1940,
• The Civil Procedure Code, 1908,
• The Qanun-e-Shahadat Order, 1984,
• The Prevention of Electronic Crimes Act, 2016 (PECA),
• And any other relevant statutory framework in force.

12.5 Jurisdiction

Subject to the arbitration clause above:

• All legal proceedings (including injunctive relief, enforcement, or urgent interim matters) shall fall under the exclusive jurisdiction of the civil courts in Lahore, Pakistan,
• No Affiliate may object to jurisdiction based on:
  • Location of client,
  • Medium of referral (e.g., online, WhatsApp, verbal),
  • Personal or business residence outside Lahore or Pakistan.

12.6 Legal Costs and Enforcement

• Each Party shall bear its own legal costs and fees unless otherwise directed by the arbitrator,
• The final arbitration award shall be enforceable as a civil decree under Pakistani law,
• BKG reserves the right to seek urgent court intervention without arbitration in cases involving:
  • Branding misuse,
  • Defamation,
  • Breach of confidentiality,
  • Data theft or fraudulent conduct.

Title 13: Limitation of Liability

This section defines the legal boundaries of Bin Khalid Group’s (BKG) obligations and liabilities under the BKG Affiliate Program. It protects BKG from unforeseen, indirect, or speculative claims by Affiliates and ensures a fair allocation of legal risk.

13.1 No Guarantee of Conversion or Outcome

The Affiliate acknowledges and accepts that participation in the BKG Affiliate Program:

• Does not guarantee conversion of referred leads into clients,
• Does not entitle the Affiliate to any minimum payout, business volume, or exclusive rights,
• Is subject to BKG’s discretion in accepting, quoting, or contracting with referred clients,
• Carries no liability on BKG’s part if:
  • A referred client fails to respond, convert, or proceed to agreement,
  • The market shifts, scope changes, or other commercial conditions render a referral void.

No claim for lost opportunity, commercial expectation, or reputational harm shall arise from such outcomes.

13.2 No Liability for Client-Side Behavior

BKG shall not be held liable for:

• A referred client’s refusal to sign or pay,
• Delays, cancellations, or disputes arising after contract initiation,
• Alterations in budget, design scope, or construction milestones,
• Situations where the Affiliate independently communicates with the client without BKG’s awareness or written consent.

The Affiliate’s entitlement is tied strictly to conversion and verified payment as per these Terms.

13.3 Maximum Liability Cap

In the event of a verified claim by the Affiliate, BKG’s maximum liability shall be strictly limited to:

• The value of the unpaid commission on a successfully converted referral, as verified under Titles 4 and 5.

Under no circumstance shall BKG be liable for:

• Indirect, incidental, or consequential damages,
• Reputational loss, emotional distress, or opportunity cost,
• Any projected future income from the referred client or network.

13.4 Force Majeure

BKG shall not be liable for any delay, non-performance, or cancellation arising from circumstances beyond its reasonable control, including but not limited to:

• Acts of God (e.g., flood, earthquake, fire),
• Political unrest, riots, terrorism, curfews, or regulatory shutdowns,
• Cyberattacks, power failures, or server downtime,
• Systemic breakdowns in banking or communication networks,
• Sudden changes in local law, tax policy, or import/export restrictions.

In such cases, BKG reserves the right to temporarily suspend or modify its affiliate operations without liability.

13.5 No Legal Agency or Partnership

These Terms shall not be construed to create:

• A legal partnership or joint venture,
• An employer-employee or agency relationship,
• Any fiduciary duty, investment obligation, or formal legal association between the Affiliate and BKG.

The Affiliate is solely an independent third-party introducer. They may not bind BKG, represent it publicly, or act as its agent in any legal or commercial transaction.

13.6 Non-Assignment of Rights

The Affiliate shall not assign, transfer, delegate, or subcontract:

• Any rights, obligations, commission claims, or entitlements arising under these Terms,
• To any individual, entity, or nominee, without BKG’s prior written consent.

Any such attempted assignment without authorization shall be deemed void and unenforceable.

Title 14: Amendments and Updates

This section governs how changes to these Terms & Conditions may be made, communicated, and enforced by Bin Khalid Group (BKG). It also outlines the legal effect of such changes on existing and prospective Affiliates.

14.1 Right to Amend

BKG reserves the exclusive and unilateral right to revise, modify, or update these Affiliate Terms & Conditions at any time. Revisions may include, but are not limited to:

• Commission structures and payment mechanisms,
• Eligibility and documentation requirements,
• Conduct guidelines and branding policies,
• Dispute resolution mechanisms and operational protocols.

These amendments may be made to reflect internal policy decisions, external legal developments, market needs, or risk mitigation objectives, without requiring prior consent from the Affiliate.

14.2 Method of Notification

All material changes to these Terms shall be communicated through one or more of the following official channels:

• Direct email to the Affiliate’s registered email address,
• Official WhatsApp communication from a BKG-verified account,
• Posting on BKG’s official website or affiliate portal (if applicable),
• Inclusion in onboarding or referral response communication.

Affiliates are deemed responsible for staying informed and up to date with published changes. BKG shall not be liable for any claims arising from an Affiliate’s failure to review amended Terms once published or delivered.

14.3 Binding Effect of Updates

By continuing to:

• Submit referrals,
• Engage with BKG platforms or personnel, or
• Claim commissions under the affiliate program,

the Affiliate acknowledges and accepts any updated Terms as legally binding, in accordance with Sections 2(e) and 10 of the Contract Act, 1872 (i.e., acceptance through conduct).

Affiliates unwilling to accept the revised Terms may withdraw voluntarily from the program under the procedure described in Title 11.

14.4 Non-Retroactive Application

Unless expressly stated otherwise, all changes to these Terms:

• Shall apply prospectively to referrals made after the date of change,
• Shall not affect the commission rights or obligations accrued under earlier versions,
• Shall not be invoked retroactively, except in cases involving:
  • Fraud,
  • Misrepresentation, or
  • Audit-triggered anomalies or system abuse.

This ensures policy evolution while preserving fairness to all participants.

14.5 Severability of Amendments

If any portion of an amended clause is found to be unlawful, invalid, or unenforceable by a court of competent jurisdiction:

• That portion shall be considered severed, and
• The remaining provisions of the amended Terms shall continue in full force and effect.

No single invalid amendment shall invalidate the entire Terms unless materially prejudicial to the legal foundation of the affiliate relationship.

Title 15: Final Clauses

This section consolidates the residual legal, structural, and interpretative provisions governing the BKG Affiliate Program. These clauses apply universally across all Affiliates, irrespective of location, engagement method, or status.

15.1 Entire Agreement

These Terms & Conditions constitute the entire understanding and agreement between Bin Khalid Group (BKG) and the Affiliate, superseding all prior:

• Verbal agreements,
• Email or WhatsApp threads,
• Marketing brochures or program descriptions,
• Informal understandings or unwritten expectations.

No modification, clarification, or waiver shall be binding unless it is made through an officially issued update under Title 14: Amendments and Updates or through a written agreement signed by an authorized representative of BKG.

15.2 Legal Interpretation and Applicability

These Terms shall be:

• Interpreted strictly in accordance with the laws of Pakistan,
• Applied to all engagements — whether online, verbal, or formal — that lead to a referral under BKG’s affiliate model,
• Considered enforceable through constructive acceptance under Section 2(e) and Section 10 of the Contract Act, 1872.

No signature is required to enforce these Terms where participation, conduct, or engagement is established.

15.3 Jurisdiction and Enforcement

All legal matters arising from or connected to this agreement — including disputes, claims, or enforcement actions — shall:

• Fall under the exclusive jurisdiction of the civil courts of Lahore, Pakistan, and
• Be governed by the dispute resolution process outlined in Title 12: Dispute Resolution.

The Affiliate agrees not to contest jurisdiction on the basis of personal location, client geography, or digital mode of referral.

15.4 Waiver and Non-Enforcement

No failure or delay by BKG in enforcing any provision of these Terms shall:

• Be deemed a waiver of its rights, or
• Affect the enforceability of that or any other provision on a future occasion.

All waivers must be made in writing and issued by a duly authorized officer or representative of BKG. A one-time waiver shall not constitute a precedent.

15.5 Assignment and Substitution

The Affiliate:

• Shall not assign, subcontract, or transfer any rights or obligations under these Terms to any third party without BKG’s prior written consent.

BKG:

• Reserves the right to assign or delegate its obligations to:
  • Any of its affiliated entities,
  • Subsidiaries,
  • Operational teams,
  • Or approved service providers for administrative or technical purposes.

Such assignments shall not alter the enforceability or content of these Terms from the Affiliate’s perspective.

15.6 Governing Law

This Agreement shall be governed by and construed in accordance with the substantive and procedural laws of the Islamic Republic of Pakistan, including but not limited to:

• The Contract Act, 1872
• The Civil Procedure Code, 1908
• The Qanun-e-Shahadat Order, 1984
• The Electronic Transactions Ordinance, 2002
• The Income Tax Ordinance, 2001
• The Prevention of Electronic Crimes Act, 2016
• The Defamation Ordinance, 2002
• All other applicable provincial or federal enactments in force

Any legal or procedural ambiguity shall be interpreted in a manner that preserves enforceability and the commercial intent of these Terms.

Affiliate Terms & Conditions | Version 1.0 – Effective June, 2024 | Bin Khalid Group (BKG)