Terms of Service

1.1 These Terms of Service (the “Terms”) constitute a legally binding agreement between you (“Client,” “you,” or “your”) and Usman Zaavi, an individual professional operating under the trade name “Words by Usman” and the website https://wordsbyusman.com (the “Website”), together with his authorized team members and subcontractors (collectively, the “Provider,” “I,” “me,” “my,” or “we”).

1.2 These Terms govern (a) your access to and use of the Website and (b) any engagement under which the Provider supplies content writing, copywriting, search engine optimization (“SEO”), content strategy, editing, ghostwriting, or related services (the “Services”).

1.3 By accessing the Website, submitting an enquiry, booking a discovery call, accepting a proposal, making a payment, or otherwise engaging the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and by the Privacy Policy available at https://wordsbyusman.com/privacy-policy/, which is incorporated herein by reference.

1.4 If you are entering into these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity, and “Client” shall refer to that entity.

1.5 If you do not agree to these Terms in their entirety, you must not access the Website or engage the Services.

In these Terms, unless the context otherwise requires:

“Deliverables” means the written content, strategies, documents, research, reports, and other work product created by the Provider for the Client under an Engagement.

“Engagement” means a particular project, retainer, or series of Services agreed between the Provider and the Client.

“Engagement Documents” means any proposal, quotation, statement of work, invoice, order form, or written confirmation (including email or messaging-platform confirmation) that describes the scope, fees, and timeline of an Engagement.

“Client Materials” means all information, data, brand assets, briefs, access credentials, and other materials supplied by or on behalf of the Client.

“Fees” means the amounts payable by the Client for the Services as set out in the applicable Engagement Documents.

“Intellectual Property Rights” means copyrights, trademarks, trade secrets, moral rights, database rights, and all other proprietary rights, whether registered or unregistered, anywhere in the world.

If there is a conflict between these Terms and any Engagement Document, the Engagement Document shall prevail only with respect to the specific commercial terms it addresses (scope, Fees, timeline, and deliverables) and only where it expressly states an intention to override these Terms. In all other respects, these Terms shall prevail.

4.1 Description of Services. The Services may include, without limitation: SEO content writing; conversion copywriting; landing page and sales page copy; email content and sequences; white papers and eBooks; press releases; content strategy, planning, audits, and editorial calendars; keyword research and topical mapping; on-page SEO; brand voice and style guides; case study writing; social media content; video scripts and podcast show notes; ghostwriting; content editing; and AI-generated content refinement.

4.2 Scope. The precise scope, volume, format, and timeline of the Services for each Engagement shall be as set out in the applicable Engagement Documents. Any work not expressly included in the Engagement Documents falls outside the scope and may be subject to additional Fees.

4.3 Descriptions Are Not Guarantees. Descriptions of Services on the Website (including pricing ranges, word counts, and article quantities) are illustrative. Binding terms arise only through accepted Engagement Documents.

4.4 Independent Contractor. The Provider is an independent contractor. Nothing in these Terms creates an employment, partnership, joint venture, agency, or fiduciary relationship between the parties. The Provider retains sole control over the manner, means, and methods by which the Services are performed.

4.5 Non-Exclusivity. Unless otherwise agreed in writing, the Provider may render services to other clients, including clients in the same industry as the Client, provided that the Provider does not disclose the Client’s Confidential Information.

4.6 Right to Decline. The Provider reserves the right to decline any enquiry, project, or Engagement at his sole discretion, including where the proposed work is outside his areas of expertise or conflicts with his professional or ethical standards.

5.1 A discovery call or preliminary consultation is complimentary, creates no obligation on either party, and does not constitute an agreement for the Services.

5.2 Proposals and quotations remain valid for fourteen (14) days from the date of issue unless stated otherwise, after which they may be withdrawn or re-quoted.

5.3 An Engagement commences only when (a) the Client has accepted the Engagement Documents in writing (email or messaging-platform acceptance being sufficient), and (b) the Provider has received the initial payment or deposit due, if any. The Provider is not obliged to begin work, and any delivery timeline shall not start to run, until both conditions are satisfied.

5.4 Pricing displayed on the Website represents indicative ranges. Final Fees are determined by the scope agreed in the Engagement Documents.

6.1 Fees. The Client shall pay the Fees in the currency and manner set out in the Engagement Documents. Unless otherwise stated, all Fees are quoted in United States Dollars (USD).

6.2 Retainer Engagements. Monthly retainer Fees are invoiced and payable in advance of each monthly billing cycle. Retainer allocations (for example, a specified number of articles per month) that are not used within the billing cycle do not roll over and are not refundable unless otherwise agreed in writing.

6.3 Project Engagements. For project-based work, the Provider may require a deposit of up to fifty percent (50%) of the total Fees before work commences, with the balance payable on milestones or upon delivery, as specified in the Engagement Documents.

6.4 Payment Terms. Unless otherwise stated in the Engagement Documents, invoices are due within seven (7) days of the invoice date. Payment may be made by the methods specified on the invoice, which may include bank transfer, online payment platforms, or other methods agreed between the parties.

6.5 Taxes and Charges. All Fees are exclusive of applicable taxes, duties, withholding amounts, currency conversion costs, and bank or payment platform charges, all of which shall be borne by the Client. If the Client is required by law to withhold any tax, the Client shall gross up the payment so that the Provider receives the full amount of the invoiced Fees.

6.6 Late Payment. If any amount is not paid when due, the Provider may, without prejudice to any other right or remedy: (a) charge interest on the overdue amount at the rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by law, whichever is lower; (b) suspend the Services and withhold Deliverables until all overdue amounts are paid in full; and (c) recover all reasonable costs of collection, including legal fees.

6.7 Refunds. Because the Services involve the immediate commitment of the Provider’s time, expertise, and capacity, Fees are non-refundable once work has commenced. Where a Deliverable has not been commenced, the Provider may, at his sole discretion, refund the corresponding prepaid amount less any administrative or processing costs. Nothing in this clause affects any statutory rights that cannot be excluded by law.

6.8 Chargebacks. The Client shall not initiate a chargeback or payment reversal without first notifying the Provider in writing and allowing fourteen (14) days to resolve the dispute. The Client shall be liable for any fees and costs arising from an unjustified chargeback.

6.9 Fee Adjustments. The Provider may revise retainer Fees upon thirty (30) days’ prior written notice. Continued use of the Services after the notice period constitutes acceptance of the revised Fees.

6.10 Add-On Services. Add-ons, including rush delivery, additional revision rounds, one-off audits, and content briefs, are quoted by scope and charged in addition to the base Fees.

7.1 The Client shall, at its own cost and in a timely manner:

• provide accurate, complete, and current Client Materials, including product information, target audience details, brand guidelines, and access to necessary platforms;
• designate a point of contact with authority to give instructions and approvals;
• respond to queries and provide feedback within the timeframes stated in the Engagement Documents or, absent such timeframes, within three (3) business days; and
• consolidate all feedback from the Client’s stakeholders into a single set of instructions per revision round.

7.2 The Provider shall not be responsible for any delay, deficiency, or failure of the Services arising from the Client’s failure to comply with this clause. Delivery dates shall be extended by the period of any such delay.

7.3 If the Client is unresponsive for fourteen (14) consecutive days during an active Engagement, the Provider may treat the Engagement as paused. The Provider may reschedule the work according to his availability, and Fees for work already performed remain payable. Where the Client remains unresponsive for thirty (30) days, the Provider may treat the Engagement as terminated by the Client under clause 17.

8.1 Timelines. The Provider shall use professional diligence to deliver the Deliverables by the dates specified in the Engagement Documents. Unless a date is expressly stated to be of the essence, timelines are estimates dependent on the Client’s timely performance of its obligations.

8.2 Rush Delivery. Delivery within a compressed timeline is available at the Provider’s discretion and subject to additional Fees.

8.3 Approval. The Client shall review each Deliverable and either approve it or submit written revision requests within seven (7) days of delivery. A Deliverable not subject to a revision request within that period shall be deemed accepted.

8.4 Included Revisions. The number of revision rounds included in an Engagement is as stated in the Engagement Documents (for example, one (1) round per article for a Starter plan and two (2) rounds for a Growth plan). A “revision round” means a single consolidated set of amendments to a Deliverable that conforms to the original brief.

8.5 What Is Not a Revision. The following constitute a change of scope and not a revision, and may be charged as additional work: (a) a change in the agreed topic, angle, target keyword, audience, tone, or format; (b) a request to rewrite a substantial part of an approved Deliverable; (c) incorporating new information or instructions that contradict or were omitted from the original brief; and (d) revisions requested after the Deliverable has been approved or deemed accepted.

8.6 Additional Revision Rounds. Further revision rounds beyond those included shall be charged at the rates quoted by the Provider.

8.7 Publication. The Client is solely responsible for the publication, formatting, uploading, and implementation of the Deliverables unless the Engagement Documents expressly state otherwise.

9.1 Client Materials. As between the parties, the Client retains all right, title, and interest in the Client Materials. The Client grants the Provider a non-exclusive, worldwide, royalty-free licence to use the Client Materials solely to perform the Services.

9.2 Transfer of Rights in Deliverables. Subject to clause 9.3 and upon receipt of full and cleared payment of all Fees due for the relevant Deliverable, the Provider assigns to the Client all right, title, and interest in the final, approved Deliverables, excluding the Provider’s Pre-Existing Materials (defined below).

9.3 Pre-Payment Rights. Until full payment is received, the Provider retains all Intellectual Property Rights in the Deliverables, and the Client is granted no licence to publish, reproduce, distribute, modify, or otherwise use them. Any use of Deliverables before full payment constitutes a material breach of these Terms and infringement of the Provider’s rights.

9.4 Provider’s Pre-Existing Materials. The Provider retains ownership of all methods, processes, frameworks, templates, research methodologies, keyword research techniques, know-how, tools, and general skills, as well as any materials created before or independently of the Engagement (“Pre-Existing Materials”). To the extent Pre-Existing Materials are incorporated in a Deliverable, the Provider grants the Client a non-exclusive, perpetual, worldwide, non-transferable licence to use them solely as part of that Deliverable.

9.5 Drafts, Abandoned Work, and Unused Concepts. Drafts, rejected concepts, working notes, and materials not incorporated into the final approved Deliverable remain the property of the Provider.

9.6 Third-Party Materials. Where Deliverables incorporate third-party materials (such as quotations, statistics, or images) supplied or specified by the Client, the Client is responsible for obtaining all necessary licences and permissions.

9.7 Moral Rights. To the extent permitted by law, the Provider waives any moral rights in the final Deliverables, except the right to be identified as the author where the Deliverable is published under the Provider’s name pursuant to clause 11.

10.1 Unless the Client notifies the Provider in writing before or at the start of the Engagement that it objects, the Provider may reference the Client’s name and logo, describe the Services performed, and display non-confidential excerpts of the Deliverables and publicly observable results in his portfolio, case studies, proposals, and marketing materials.

10.2 The Provider shall not disclose confidential or non-public business information in any portfolio or case study without the Client’s prior written consent.

10.3 This clause does not apply to Deliverables created under a ghostwriting or white-label arrangement, which are governed by clause 11.

11.1 Ghostwriting. Where the Provider writes content that is published under the Client’s name, the Client shall be recognised as the sole author of the published work, the Provider shall not be credited unless otherwise agreed, and the Provider shall not publicly claim authorship of that content.

11.2 White-Label Engagements. Where the Client is a marketing agency or intermediary supplying the Services to its own customers, the Provider shall not contact the Client’s customers directly, nor disclose his involvement, without the Client’s prior written consent. The Client represents that it has all rights and authority to engage the Provider on behalf of its customers and is solely responsible for its customers’ compliance with these Terms.

11.3 Non-Solicitation. For a period of twelve (12) months after the end of a white-label Engagement, the Provider shall not knowingly solicit the Client’s end customers to whom the Provider was introduced solely through the Client. This clause does not restrict the Provider from accepting work from any person who contacts him independently or through general marketing.

11.4 Portfolio Exclusion. The Provider shall not display ghostwritten or white-label work in his portfolio without the Client’s written consent.

12.1 The Provider’s Deliverables are primarily authored by the Provider personally. The Provider may use software, research tools, grammar and editing tools, SEO platforms, and AI-assisted tools to support research, outlining, editing, and quality control, provided that all Deliverables are reviewed, edited, and approved by the Provider before delivery.

12.2 Unless the Engagement Documents expressly provide otherwise, the Provider shall not knowingly deliver content that has been published verbatim from an AI generator without substantive human authorship and revision.

12.3 The Provider shall not input the Client’s Confidential Information into any third-party AI tool that, to the Provider’s knowledge, uses such input to train its public models, except with the Client’s consent.

12.4 For “AI Content Refinement” Services, where the Client supplies AI-generated drafts for improvement, the Client acknowledges that (a) the Provider makes no warranty as to the originality, copyrightability, or detectability of AI-generated source material, and (b) no representation is made that refined content will bypass or pass any particular AI-detection software, since such tools are inherently variable and unreliable.

12.5 The Client agrees not to require the Provider to use AI tools in a manner that violates the Client’s own obligations to third parties or applicable law.

13.1 The Provider may engage employees, contractors, editors, researchers, technical SEO specialists, or other personnel (“Team Members”) to assist in the delivery of the Services.

13.2 The Provider shall ensure that Team Members who access Client Materials or Confidential Information are bound by written confidentiality obligations no less protective than those in these Terms.

13.3 The Provider remains responsible to the Client for the performance of the Services notwithstanding the engagement of Team Members.

14.1 SEO Disclaimer. The Client acknowledges that search engine rankings, organic traffic, lead generation, conversion rates, revenue, and other performance outcomes depend on numerous factors beyond the Provider’s control, including without limitation: search engine algorithms and policy changes; the technical condition, speed, authority, and age of the Client’s website; the Client’s backlink profile; competitor activity; the Client’s product, pricing, and offer; market conditions; and the Client’s implementation of the Deliverables.

14.2 No Warranty of Outcomes. Accordingly, the Provider does not and cannot guarantee any specific ranking, position, traffic volume, conversion rate, sales figure, or return on investment. Statements on the Website regarding past results, case studies, or testimonials describe individual outcomes only and are not predictions or guarantees of future performance.

14.3 Timeframes. Any estimate of the time within which results may be achieved is an indication only and not a commitment.

14.4 Technical SEO. Unless expressly included in the Engagement Documents, the Services do not include technical SEO implementation, website development, link building, paid advertising, or website hosting and maintenance.

15.1 The Client represents, warrants, and undertakes that: (a) it has the right to provide the Client Materials and that their use by the Provider as contemplated will not infringe the rights of any third party; (b) all factual claims, product information, testimonials, and statistics it supplies are accurate and substantiated; and (c) it will use the Deliverables in compliance with all applicable laws and regulations.

15.2 Regulated Industries. For content in regulated or sensitive fields, including health, medical, legal, financial, safety-related, or training and certification subjects, the Provider’s content is for informational and marketing purposes only. The Client is solely responsible for ensuring the technical, clinical, and legal accuracy of the content and its compliance with applicable regulations, standards, and advertising rules, and for obtaining all required professional review and approvals before publication.

15.3 Final Responsibility. The Client acknowledges that it is the final reviewer of all Deliverables and that it bears sole responsibility for the decision to publish and for the consequences of publication.

16.1 “Confidential Information” means all non-public information disclosed by one party to the other in connection with an Engagement that is marked confidential or that a reasonable person would understand to be confidential, including business plans, strategies, customer data, financial information, unpublished content, and Client Materials.

16.2 Each party shall (a) use the other party’s Confidential Information solely for the purposes of the Engagement; (b) not disclose it to any third party except to its personnel and advisers who need to know it and are bound by equivalent obligations; and (c) protect it with at least the degree of care it applies to its own confidential information, and in any event no less than reasonable care.

16.3 These obligations do not apply to information that (a) is or becomes public through no fault of the receiving party; (b) was lawfully known to the receiving party before disclosure; (c) is independently developed without use of the Confidential Information; (d) is lawfully obtained from a third party without restriction; or (e) must be disclosed by law or court order, provided that, where lawful, the receiving party gives prompt notice to the disclosing party.

16.4 This clause survives termination for a period of three (3) years, and indefinitely in respect of trade secrets.

17.1 Retainer Engagements. Unless otherwise stated in the Engagement Documents, a retainer Engagement continues month to month until terminated by either party on thirty (30) days’ written notice. Notice may be given at any time, but takes effect at the end of the notice period. Fees remain payable for the notice period.

17.2 Project Engagements. A project Engagement continues until the Deliverables are completed and accepted, unless terminated earlier in accordance with these Terms.

17.3 Termination for Cause. Either party may terminate an Engagement immediately by written notice if the other party (a) commits a material breach and fails to remedy it within ten (10) days of written notice (or immediately if the breach is incapable of remedy); or (b) becomes insolvent, bankrupt, or unable to pay its debts as they fall due.

17.4 Termination for Convenience by Client (Project Work). The Client may cancel a project Engagement at any time by written notice. In that event the Client shall pay (a) all Fees for Deliverables completed and for work in progress up to the date of termination, calculated on a pro rata basis, and (b) any non-refundable deposit.

17.5 Termination by Provider. The Provider may terminate an Engagement immediately by written notice if the Client fails to pay any amount when due, requests work that is unlawful, deceptive, or contrary to the Provider’s professional ethics, or behaves in an abusive, threatening, or harassing manner toward the Provider or Team Members.

17.6 Consequences. On termination: (a) all outstanding Fees become immediately due and payable; (b) the Client’s licence to use any Deliverable for which full payment has not been received shall terminate; and (c) each party shall return or destroy the other’s Confidential Information on request, subject to legal retention requirements.

17.7 Survival. Clauses 1, 2, 6, 9, 10, 11, 14, 15, 16, 17.6, 18, 19, 20, 21, 22, and 23 survive termination or expiry of these Terms.

20.1 The Client shall indemnify, defend, and hold harmless the Provider and his Team Members from and against all claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or in connection with: (a) the Client Materials or any instruction given by the Client; (b) the Client’s use, publication, or modification of the Deliverables, other than any use that breaches the Provider’s express written instructions; (c) the Client’s breach of these Terms or applicable law; or (d) any allegation that content published in reliance on the Client’s claims, data, or instructions is inaccurate, misleading, defamatory, or infringing.

20.2 The Provider shall notify the Client promptly of any claim, and the Client shall not settle any claim in a way that imposes liability or admission on the Provider without the Provider’s written consent.

21.1 You may use the Website only for lawful purposes and in accordance with these Terms. You agree not to: (a) copy, scrape, reproduce, republish, or distribute Website content without permission; (b) use automated tools to extract data from the Website; (c) attempt to gain unauthorised access to the Website or its systems; (d) introduce viruses or malicious code; (e) use the Website to send unsolicited commercial communications; or (f) use the Website in any manner that could damage, disable, or impair it.

21.2 Website Intellectual Property. All content on the Website, including text, graphics, logos, layouts, case studies, and design elements, is the property of the Provider or his licensors and is protected by applicable copyright and trademark laws. Except for personal, non-commercial viewing, no content may be used without prior written permission.

21.3 Website Content Disclaimer. The blog, articles, and resources on the Website are provided for general informational purposes and do not constitute professional, legal, financial, or other advice. You should not rely on them as a substitute for advice from a qualified professional.

21.4 Third-Party Links. The Website may contain links to third-party websites and social media platforms. These are provided for convenience only. The Provider has no control over, and accepts no responsibility for, their content, security, or privacy practices.

21.5 Communications. Enquiries sent through the Website, email, WhatsApp, or telephone are treated in accordance with the Privacy Policy. Sending an enquiry does not create a client relationship.

21.6 Testimonials and Metrics. Client testimonials and statistics shown on the Website reflect the experiences of those clients and the Provider’s records at the time of publication. They are not guarantees of similar results.

Neither party shall be liable for any failure or delay in performing its obligations (other than payment obligations) caused by events beyond its reasonable control, including natural disasters, epidemics, war, terrorism, civil unrest, government action, power or internet outages, failures of third-party platforms, strikes, or illness or incapacity of the Provider. The affected party shall notify the other promptly and resume performance as soon as reasonably practicable. If the event continues for more than thirty (30) days, either party may terminate the affected Engagement by written notice, and the Client shall pay for Services performed up to the date of termination.

23.1 Governing Law. These Terms, and any dispute or claim arising out of or in connection with them (including non-contractual disputes), shall be governed by and construed in accordance with the laws of the Islamic Republic of Pakistan, without regard to its conflict-of-laws principles.

23.2 Informal Resolution. The parties shall first attempt to resolve any dispute through good-faith negotiation. Either party may initiate this process by written notice describing the dispute. If the dispute is not resolved within thirty (30) days of the notice, either party may proceed under clause 23.3.

23.3 Jurisdiction. Subject to clause 23.2, the courts of Lahore, Punjab, Pakistan shall have exclusive jurisdiction to settle any dispute, and each party irrevocably submits to the jurisdiction of those courts. Nothing prevents the Provider from seeking interim or injunctive relief, or enforcing a judgment or payment claim, in any court of competent jurisdiction.

23.4 Consumer Rights. If you are a consumer resident in a jurisdiction whose mandatory laws grant you rights that cannot be waived by contract, nothing in this clause deprives you of those rights.

24.1 Entire Agreement. These Terms, together with the applicable Engagement Documents and the Privacy Policy, constitute the entire agreement between the parties regarding their subject matter and supersede all prior discussions, representations, and understandings.

24.2 Amendment. The Provider may update these Terms from time to time by posting the revised version on the Website with a new “Last Updated” date. Changes apply prospectively. For existing Engagements, material changes will take effect at the next renewal or following thirty (30) days’ notice, whichever is later. Your continued use of the Website or Services after the effective date constitutes acceptance. Any amendment to an Engagement Document must be in writing and agreed by both parties.

24.3 Severability. If any provision of these Terms is held invalid, illegal, or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force.

24.4 Waiver. A failure or delay in exercising any right is not a waiver of that right. A waiver is effective only if in writing and signed or sent by the waiving party.

24.5 Assignment. The Client may not assign or transfer its rights or obligations under these Terms without the Provider’s prior written consent. The Provider may assign these Terms to a successor to his business or to an affiliated entity on notice to the Client.

24.6 No Third-Party Rights. Except for Team Members, who may enforce the protections in these Terms, no third party has any right to enforce these Terms.

24.7 Notices. Notices must be in writing and sent by email to the address specified in the Engagement Documents or, for notices to the Provider, to contact@wordsbyusman.com. Notices are deemed received on the next business day after sending, absent a delivery failure message.

24.8 Electronic Communications and Signatures. The parties consent to the use of electronic communications and electronic acceptance (including email and messaging-platform confirmations) as valid and binding for all purposes under these Terms.

24.9 Interpretation. Headings are for convenience only and do not affect interpretation. The words “including” and “include” are not limiting. These Terms shall not be construed against the drafter.

24.10 Language. These Terms are drafted in English. Any translation is for convenience only, and the English version prevails.

For questions about these Terms, please contact:

Usman Zaavi
Website: https://wordsbyusman.com
Email: contact@wordsbyusman.com
Telephone / WhatsApp: +92 315 7409959
Contact page: https://wordsbyusman.com/contact/