Terms of Service

"Services" means all products, packages, bespoke development services, consulting, maintenance, and support provided by Codefree.

"Deliverables" means all work product, code, designs, documentation, and materials created by Codefree under a project agreement.

"Client Materials" means all content, data, information, and materials provided by you for use in connection with the Services.

"Intellectual Property" means all patents, copyrights, trademarks, trade secrets, and other proprietary rights.

"Project Agreement" means the specific scope of work, timeline, pricing, and terms agreed upon for bespoke projects.

Products: Our pre-built digital products are licensed as-is under the terms specified on each product page. Customizations may be available for additional fees.

Packages: Fixed-scope service packages include predefined deliverables as listed. Any work outside the package scope requires a separate agreement.

Bespoke Services: Custom development projects are governed by individual Project Agreements that specify scope, timeline, milestones, and pricing. Project Agreements form part of these Terms.

We reserve the right to subcontract portions of the work to qualified third parties while remaining responsible for quality and delivery.

Pricing: All prices are quoted in Indian Rupees (INR) unless otherwise specified. Prices are exclusive of applicable taxes (GST at 18%) unless stated otherwise.

Payment Terms:

• Products and Packages: Full payment required before delivery or access
• Bespoke Projects: Payment schedule as per Project Agreement, typically 40% advance, 30% at milestone, 30% on completion
• Recurring Services: Billed monthly in advance

Late Payment: Overdue amounts accrue interest at 1.5% per month. We reserve the right to suspend services for non-payment exceeding 15 days.

Refunds: Refund policies vary by service type and are specified in individual product/service terms. Bespoke services are non-refundable for work already completed.

Codefree IP: All pre-existing tools, frameworks, libraries, methodologies, and proprietary code developed by Codefree remain our exclusive property.

Client IP: You retain all rights to Client Materials provided to us. You grant us a limited license to use such materials solely for performing the Services.

Deliverables: Upon full payment, you receive ownership of custom code and designs created specifically for your project. This does not include:

• Third-party components (licensed separately)
• Open-source software (governed by their respective licenses)
• Our proprietary frameworks and reusable components

We retain the right to use general knowledge, skills, and non-confidential techniques gained during the engagement for other projects.

Both parties agree to maintain the confidentiality of proprietary information disclosed during the engagement. Confidential information includes, but is not limited to:

• Business strategies, plans, and financial information
• Technical specifications, source code, and architecture
• Customer data and user information
• Pricing and contract terms

Confidentiality obligations do not apply to information that:

• Is publicly available through no fault of the receiving party
• Was known to the receiving party prior to disclosure
• Is independently developed without use of confidential information
• Is required to be disclosed by law

These obligations survive termination for a period of 3 years.

You agree to:

• Provide accurate, complete, and timely information, materials, and feedback required for the Services
• Designate a point of contact with authority to make decisions and provide approvals
• Respond to requests for approval within 5 business days, unless otherwise agreed
• Ensure you have necessary rights and licenses to any Client Materials provided
• Not use our Services for any unlawful, harmful, or prohibited purpose
• Maintain security of your account credentials and notify us immediately of any unauthorized access

Delays caused by failure to meet these responsibilities may result in timeline adjustments and additional charges.

Timeline: Project timelines are estimates based on scope and dependencies. We commit to using reasonable efforts to meet agreed deadlines but are not liable for delays caused by factors outside our control.

Delivery: Deliverables are provided via agreed channels (email, repository access, file transfer, or deployment).

Acceptance: You have 7 business days to review deliverables and provide feedback. Deliverables are deemed accepted if:

• You provide written acceptance
• You do not raise specific objections within the review period
• You deploy or use the deliverables in production

Revisions: Each project phase includes one round of revisions within scope. Additional revisions are billed at our standard hourly rate.

Our Warranties: We warrant that:

• Services will be performed in a professional and workmanlike manner
• Deliverables will substantially conform to agreed specifications for 30 days post-delivery
• We have the right to provide the Services and grant the licenses described herein

Disclaimer: EXCEPT AS EXPRESSLY STATED, SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WE DO NOT WARRANT THAT SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.

Third-Party Services: We are not responsible for the performance, availability, or terms of third-party services integrated with our deliverables.

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

• OUR TOTAL LIABILITY FOR ANY CLAIMS ARISING FROM THESE TERMS OR SERVICES SHALL NOT EXCEED THE AMOUNTS PAID BY YOU TO US IN THE 12 MONTHS PRECEDING THE CLAIM
• WE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL
• WE ARE NOT LIABLE FOR DAMAGES RESULTING FROM YOUR FAILURE TO MAINTAIN ADEQUATE BACKUPS, SECURITY MEASURES, OR COMPLIANCE WITH APPLICABLE LAWS

These limitations apply regardless of the theory of liability and even if we have been advised of the possibility of such damages. Some jurisdictions do not allow certain limitations, so these may not apply to you.

You agree to indemnify, defend, and hold harmless Codefree, its officers, directors, employees, and agents from any claims, damages, losses, liabilities, and expenses (including legal fees) arising from:

• Your use of our Services in violation of these Terms
• Your breach of any representation or warranty
• Client Materials infringing third-party rights
• Your violation of applicable laws or regulations
• Any dispute between you and your end users or customers

By You: You may terminate services at any time with 30 days written notice. Fees for services rendered up to termination are non-refundable.

By Us: We may terminate or suspend services immediately if you:

• Breach these Terms and fail to cure within 15 days of notice
• Fail to pay amounts due within 30 days
• Engage in illegal or harmful activities
• Become insolvent or bankrupt

Effect of Termination: Upon termination:

• You must pay all outstanding fees
• We will deliver completed work-in-progress upon payment
• Confidentiality obligations survive
• Licenses granted to you terminate (except for fully paid deliverables)

Governing Law: These Terms are governed by the laws of India, without regard to conflict of law principles.

Informal Resolution: Before initiating formal proceedings, parties agree to attempt good-faith negotiations for 30 days.

Arbitration: Any disputes not resolved informally shall be settled by binding arbitration under the Arbitration and Conciliation Act, 1996. Arbitration shall be conducted in Ghaziabad, India, in English, by a sole arbitrator mutually appointed.

Jurisdiction: Subject to arbitration, courts in Ghaziabad, Uttar Pradesh shall have exclusive jurisdiction.

Entire Agreement: These Terms, along with any Project Agreements and policies referenced herein, constitute the entire agreement between the parties.

Amendments: We may modify these Terms by posting updated terms on our website. Continued use after changes constitutes acceptance.

Severability: If any provision is found unenforceable, the remaining provisions continue in effect.

Waiver: Failure to enforce any right or provision does not constitute a waiver.

Assignment: You may not assign these Terms without our consent. We may assign our rights freely.

Force Majeure: Neither party is liable for delays due to events beyond reasonable control, including natural disasters, wars, pandemics, or government actions.

For questions about these Terms or to report violations, contact us:

Codefree Systems & Technologies Private Limited
D-6, Sector-9, New Vijay Nagar
Ghaziabad, Uttar Pradesh 201009, India

Email: [email protected]
Phone: +91-9410811118

For legal notices, please send to the above address via registered post or email with delivery confirmation.