Terms & Conditions

1. Definitions

In these Terms & Conditions:

• "Company", "we", "us", or "our" refers to Codedot.
• "Client", "you", or "your" refers to the individual or entity accessing our website or contracting our software development services.
• "Services" refers to custom software development, web app engineering, UI/UX design, cloud architecture, ongoing maintenance, and consulting services provided by us.
• "Deliverables" refers to all code, software, documentation, design files, and work product developed and delivered by us to the Client under a Statement of Work (SOW).
• "Agreement" refers to these Terms, along with any executed Statement of Work, Proposal, or Non-Disclosure Agreement (NDA).

2. Use of Website and Services

You agree to use our website and services only for lawful purposes and in accordance with these Terms.

• You must not use our website in any way that violates applicable local, national, or international laws or regulations.
• You must not engage in unauthorized scraping, automated data extraction, reverse engineering, or attempt to gain unauthorized access to our systems or servers.
• You are responsible for ensuring that all information you provide to us (via contact forms, consultation requests, or project briefs) is accurate, current, and complete.

3. Intellectual Property Rights

We respect intellectual property rights and expect our clients to do the same.

• Our Website & Branding: All content, branding, trademarks, logos, UI designs, code samples, and graphics on this website are the exclusive property of Codedot and protected by copyright and IP laws.
• Client Deliverables: Upon full payment of all invoices under a Statement of Work, all custom code, custom designs, and bespoke deliverables developed specifically for the Client shall transfer to and belong exclusively to the Client, subject to any retained background IP or open-source licenses.
• Background IP & Frameworks: We retain ownership of our pre-existing IP, proprietary libraries, starter templates, and general development know-how used in delivering the Services.

4. Service Delivery and Client Responsibilities

To ensure successful project execution and timely delivery:

• The Client agrees to provide timely feedback, required asset files, access credentials, and project approvals as specified in the agreed project roadmap.
• Delays caused by missing client feedback or assets may extend project timelines and completion dates accordingly.
• Any significant changes in project scope after project initiation will be subject to a formal Change Request and adjusted pricing.

5. Pricing, Fees, and Payment Terms

All pricing for custom software development services will be set forth in an official Statement of Work or Proposal.

• Invoices are payable according to the payment schedule specified in the project agreement (e.g., milestone payments or monthly billing).
• Late payments may incur late fees or cause work suspension until outstanding balances are resolved.
• All fees are exclusive of applicable taxes unless explicitly stated otherwise.

6. Non-Disclosure and Confidentiality

Both parties agree to protect each other's confidential information:

• Confidential information includes proprietary business data, trade secrets, project specs, code repositories, and financial details disclosed during discussions or engagement.
• Neither party shall disclose confidential information to any third party without prior written consent, except as required by law.

7. Warranties and Disclaimers

We warrant that our Services will be performed in a professional, workmanlike manner using industry-standard development practices.

• Warranty Period: We provide a 30-day bug-fix warranty following formal project delivery to address functional defects.
• Disclaimer: Except as expressly set forth herein, our services and website are provided "as is" and "as available" without warranties of any kind, express or implied.

8. Limitation of Liability

To the maximum extent permitted by applicable law:

• In no event shall Codedot, its directors, employees, or partners be liable for indirect, incidental, special, consequential, or punitive damages (including loss of profits, data, or business goodwill).
• Our total cumulative liability arising out of or related to any engagement shall not exceed the total amount paid by the Client to us under the applicable Statement of Work during the 6 months preceding the event.

9. Termination

Either party may terminate a project agreement or these Terms:

• For Convenience: Upon 30 days' written notice to the other party, subject to payment for work completed up to the termination date.
• For Cause: Immediately if the other party breaches any material term and fails to cure such breach within 14 days of written notice.

10. Governing Law & Jurisdiction

These Terms & Conditions shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of law principles. Any legal action or proceeding arising under these Terms shall be brought exclusively in the courts of New York.

11. Changes to Terms & Conditions

We reserve the right to modify these Terms at any time. Modified terms will be posted on this page with an updated "Last Updated" date. Continued use of our website or services constitutes acceptance of the modified Terms.