Terms of Service

01 // Financial Architecture

Engagement & Payment Terms

• Advance Commitment Fee: An advance token payment (as specified in the SOW or invoice) is non-refundable and required to book engineering resources and schedule development sprints.
• Milestone Billing: Payments are billed upon completion and Client approval of specified milestones. Client agrees to settle milestone invoices within seven (7) business days of issuance.
• Final Handover: Remaining project balance must be settled in full prior to code repository transfer, credentials handover, or production deployment.
• Default & Interest: Invoices unpaid after fourteen (14) business days incur interest at 1.5% per month, and the Studio reserves the right to suspend development and withhold deliverables.

02 // Review Window

Client Review & Acceptance (Milestone Lock)

To prevent project stagnancy and payment delays, we operate under a strict review window:

• Upon delivery of a milestone, Client has five (5) business days to review deliverables and submit a written list of bugs or deviations from the SOW.
• If Client does not respond within five (5) business days, the milestone is deemed accepted and approved, making the corresponding invoice immediately payable.
• Subsequent changes requested after the 5-day window require a separate Change Order.

03 // Staff Protection

Non-Solicitation of Studio Staff

During engagement and for twelve (12) months following termination, Client agrees not to solicit, hire, or engage any employee, developer, designer, or subcontractor of Codence Studio. Breach incurs a liquidation fee equal to 100% of the hired individual's expected annual market compensation.

04 // Infrastructure

Third-Party Licenses & Infrastructure Costs

Client is solely responsible for acquiring, paying for, and maintaining all third-party services (hosting, domains, email servers, custom APIs, external plugins, or commercial fonts). Studio disclaims liability for third-party suspensions or API modifications.

05 // Project Operations

Project Timelines & Client Delays

SOW timelines are target estimates. Studio performance is contingent upon Client providing credentials, assets, and prompt feedback. Delays exceeding five (5) business days pause the project and may incur reactivation fees.

06 // IP Ownership

Conditional Intellectual Property Assignment

In compliance with Section 19 of the Copyright Act, 1957, source code and design asset assignment is strictly conditional upon receipt of full and final payment. Until invoices are settled, copyright remains sole property of Studio.

07 // Risk Allocation

Warranty Disclaimer & Limitation of Liability

SERVICES ARE PROVIDED ON AN "AS IS" BASIS WITHOUT IMPLIED WARRANTIES. TO MAXIMUM EXTENT PERMITTED BY LAW, STUDIO SHALL NOT BE LIABLE FOR INDIRECT OR CONSEQUENTIAL DAMAGES. CUMULATIVE LIABILITY IS LIMITED TO AMOUNTS PAID IN PRECEDING 3 MONTHS OR ₹50,000 (INR FIFTY THOUSAND), WHICHEVER IS LESSER.

08 // Legal Jurisdiction

Governing Law & Arbitration

Governed by the substantive laws of India. Unresolved disputes shall be settled via binding arbitration in Mumbai, India, under the Arbitration and Conciliation Act, 1996. Courts in Mumbai have exclusive jurisdiction.