Terms of Service

01Acceptance of Terms

By accessing https://codly.in, submitting any form, or engaging Codly India Private Limited for any service, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service ("Terms") and our Privacy Policy.

If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity. If you do not agree to these Terms, please do not use our website or services.

02Our Services

Codly India provides custom software development services including but not limited to:

• Mobile application development (Android, iOS, Flutter cross-platform)
• Web application and website development
• AI solutions, machine learning integrations, and SaaS platform development
• Business automation, CRM, and ERP systems
• WhatsApp Business API automation and chatbot development
• UI/UX design, prototyping, and user research
• Technical consulting, architecture review, and code audits
• Post-launch maintenance, support, and feature additions

All services are rendered based on a written project proposal or Statement of Work (SOW) agreed upon by both parties before commencement. We reserve the right to decline any project at our sole discretion.

03Client Obligations

To ensure successful project delivery, Clients agree to:

• Provide timely feedback: Respond to queries, review deliverables, and provide approvals within the agreed timeframes (typically 3–5 business days). Delays in feedback may result in timeline extensions without additional cost liability on Codly India.
• Supply required materials: Provide content, brand assets, API credentials, server access, and any other materials required for the project in a timely manner.
• Accurate requirements: Ensure that provided requirements are accurate and complete. Significant scope changes after development begins may be subject to change order agreements and additional fees.
• Legal compliance: Ensure the intended use of our deliverables complies with all applicable laws. Clients are solely responsible for the content, legality, and operation of their applications.
• Point of contact: Designate a primary contact person with decision-making authority for efficient communication.

04Payment Terms

All payments are governed by the specific proposal or contract. General payment terms are as follows:

• Project Advance: A non-refundable advance (typically 30–50% of total project value) is required before work commences.
• Milestone Payments: For projects over ₹1,00,000, payments are made at agreed milestones. Each milestone must be approved and paid before the next phase begins.
• Final Payment: The remaining balance is due upon project completion and before final source code/deliverable handover.
• Currency: Invoices are issued in INR (Indian Rupees) for Indian clients and USD/GBP/AED for international clients, as agreed in the proposal.
• Late Payments: Payments overdue by more than 14 days will attract a late payment fee of 2% per month on the outstanding amount. We reserve the right to suspend work on overdue accounts.
• Payment Methods: Bank transfer (NEFT/RTGS/IMPS), UPI, Razorpay, Stripe, PayPal, or international wire transfer.

05Intellectual Property Ownership

Intellectual property rights are assigned as follows upon receipt of full payment:

• Custom Code & Deliverables: Upon receipt of full and final payment, all custom code, designs, and deliverables created specifically for the Client become the Client's exclusive property.
• Third-Party Components: Open-source libraries, third-party APIs, frameworks, and plugins remain subject to their respective open-source or commercial licenses. Codly India will disclose all significant third-party dependencies.
• Codly India's Tools & Frameworks: Any proprietary internal tools, boilerplates, or frameworks used to build the project remain the property of Codly India. The Client receives a perpetual, non-exclusive licence to use these within their delivered project.
• Pre-existing IP: Each party retains ownership of intellectual property they owned before the project. The Client grants Codly India a limited licence to use their brand assets, content, and materials solely for project development purposes.
• Portfolio Rights: Codly India reserves the right to showcase completed projects in our portfolio, case studies, and marketing materials unless the Client requests confidentiality in writing.

06Confidentiality & NDA

Both parties agree to maintain the confidentiality of proprietary information shared during the engagement:

• Codly India will not disclose Client's project details, business plans, technical specifications, or proprietary information to any third party without written consent.
• A formal Non-Disclosure Agreement (NDA) is signed before any detailed project discussion, on Client request or as standard for all projects above ₹2,00,000.
• Confidentiality obligations survive termination of the agreement for a period of 3 years.
• Exceptions apply where disclosure is required by law, court order, or with the other party's written consent.

07Warranty & Post-Delivery Support

Codly India provides the following warranty on all completed projects:

• Bug Warranty Period: 30 days from project delivery for fixed-price projects. During this period, we will fix bugs attributable to our code at no additional charge.
• What's Covered: Bugs, crashes, and functionality failures in the delivered scope that arise under normal usage conditions.
• What's Not Covered: Issues arising from Client modifications, third-party API changes, OS/platform updates after delivery, server misconfigurations by the Client, or features outside the agreed scope.
• Extended Support: Monthly maintenance plans are available post-warranty and cover security updates, bug fixes, performance monitoring, and minor feature additions.

Except as expressly stated, services are provided "as is" without warranty of any kind. We make no warranty that our services will be uninterrupted, error-free, or meet all of the Client's expectations beyond the agreed specifications.

08Limitation of Liability

To the maximum extent permitted by applicable law:

• Codly India's total aggregate liability to the Client for any claims arising from or related to these Terms or any project shall not exceed the total fees paid by the Client to Codly India for the specific project giving rise to the claim.
• In no event shall Codly India be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, data, business, or goodwill, even if advised of the possibility of such damages.
• Codly India is not liable for delays or failures resulting from circumstances beyond our reasonable control (force majeure), including natural disasters, government actions, internet outages, or third-party service failures.
• The Client is solely responsible for data backups. Codly India is not liable for data loss unless caused by our gross negligence.

09Termination

Termination by Client: The Client may terminate the project with 14 days' written notice. In such cases:

• All work completed to date will be invoiced at the agreed rate and must be paid.
• The advance/deposit is non-refundable.
• Partially completed deliverables will be handed over only upon settlement of all outstanding amounts.

Termination by Codly India: We may terminate or suspend services immediately if:

• The Client fails to make payment within 30 days of the due date.
• The Client engages in abusive, discriminatory, or fraudulent conduct.
• The project involves illegal activities or violates our ethical guidelines.

10Governing Law & Dispute Resolution

These Terms are governed by the laws of India, specifically the Information Technology Act 2000, the Indian Contract Act 1872, and applicable intellectual property laws.

Dispute Resolution Process:

1. Negotiation (30 days): Both parties will first attempt to resolve disputes amicably through direct communication.
2. Mediation (60 days): If negotiation fails, parties will engage a mutually agreed mediator.
3. Arbitration: Unresolved disputes will be settled by binding arbitration under the Arbitration and Conciliation Act 1996 (India). The seat of arbitration shall be Siliguri, West Bengal.
4. Jurisdiction: Courts in Siliguri, West Bengal shall have exclusive jurisdiction for any matters not subject to arbitration.

11Contact & Questions

For any questions about these Terms of Service, to request a project contract, or to discuss specific terms for your engagement, please contact us:

• 📧 Email: legal@codly.in
• 💬 WhatsApp: +91 6297 247 367
• 📮 Post: Codly India Private Limited, Siliguri, West Bengal — 734001, India