Terms of Service

1. Engagement & Payment Architecture

• 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 (e.g., MVP release, final feature build). The Client agrees to settle milestone invoices within seven (7) business days of issuance.
• Final Handover: The 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 will incur interest at a rate of 1.5% per month, and the Studio reserves the right to immediately suspend development, revoke environment access, and withhold all deliverables.

2. Client Review & Acceptance (Milestone Lock)

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

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

3. Non-Solicitation of Studio Staff

During the term of our engagement and for a period of twelve (12) months following its termination, the Client agrees not to solicit, entice, hire, or engage as an independent contractor any employee, developer, designer, or subcontractor of Codence Studio.

In the event of a breach of this clause, the Client agrees to pay the Studio a liquidation fee equal to 100% of the hired individual's expected annual market compensation, which the parties agree is a reasonable pre-estimate of recruitment and training costs.

4. Third-Party Licenses & Infrastructure Costs

The Client is solely responsible for acquiring, paying for, and maintaining all third-party services, including but not limited to: web hosting, domain registration, transaction email servers, analytics integrations, custom APIs, external plugins, or commercial fonts. We do not purchase these licenses in our own name. All billing details must be registered directly under the Client's account. The Studio disclaims any liability for third-party service suspensions, API changes, or billing failures.

5. Project Timelines & Client Delays

Any timeline or delivery schedule set forth in an SOW is a target estimate and not a strict deadline. The Studio's performance is contingent upon the Client providing necessary access credentials, copy, design assets, and prompt milestone feedback. Any delay from the Client exceeding five (5) business days will pause the project and may result in rescheduling fees to reactivate engineering resources.

6. Conditional Intellectual Property Assignment

In compliance with Section 19 of the Copyright Act, 1957, and other international intellectual property laws, the assignment and transfer of copyright, source code, and design assets developed specifically for the Client are strictly conditional upon the receipt of full and final payment by the Studio. Until all invoices are settled, the copyright of all source code, assets, and design concepts remains the sole, exclusive property of the Studio. The Client is granted no license or right to use, modify, or deploy the code prior to full clearance of funds.

Pre-existing proprietary components, design systems, utility code libraries, or open-source modules utilized during development remain the property of their respective owners, and the Client is granted a non-exclusive, royalty-free, perpetual license to use them solely within the delivered product.

7. Warranty Disclaimer

THE SITE AND ALL SERVICES AND DELIVERABLES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. WE MAKE NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE DELIVERABLES WILL BE ERROR-FREE, SECURE, UNINTERRUPTED, OR FREE FROM DATA LOSS OR MALWARE INTRODUCED BY USER MODIFICATIONS.

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY THE LAWS OF INDIA, CODENCE STUDIO AND ITS PARTNERS, DIRECTORS, OR AGENTS SHALL NOT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF REVENUE, LOSS OF CUSTOMERS, BUSINESS INTERRUPTION, LOSS OF DATA, OR LOSS OF BUSINESS REPUTATION, ARISING FROM OR IN CONNECTION WITH THE SERVICES OR THESE TERMS.

IN NO EVENT SHALL OUR CUMULATIVE LIABILITY FOR ALL CLAIMS EXCEED THE LESSER OF: (A) THE TOTAL AMOUNT ACTUALLY PAID BY THE CLIENT TO CODENCE STUDIO FOR THE SPECIFIC SERVICE OR MILESTONE GIVING RISE TO THE CLAIM IN THE THREE (3) MONTHS PRECEDING THE CLAIM, OR (B) ₹50,000 (INR FIFTY THOUSAND ONLY).

9. Force Majeure

Neither party shall be liable for delays or failure to perform obligations caused by events beyond their reasonable control, including acts of God, war, civil disturbance, fire, epidemic, natural disasters, national strikes, telecommunication network failures, severe cloud hosting failures, or government regulations/decrees.

10. Indemnification

The Client agrees to indemnify, defend, and hold harmless the Studio and its agents against any third-party lawsuits, damages, legal costs, or liabilities arising out of (a) intellectual property infringement claims regarding assets, databases, designs, or copy supplied by the Client, or (b) the Client's illegal use or breach of regulatory laws in operating the delivered software.

11. Governing Law & Jurisdiction

These Terms shall be governed by, interpreted, and construed in accordance with the substantive laws of India. Any legal action, suit, or proceeding arising under or in connection with these Terms or our services shall be subject to the exclusive jurisdiction of the competent courts in Mumbai or Navi Mumbai, Maharashtra, India.

12. Dispute Resolution & Arbitration

In the event of any dispute, disagreement, or claim arising from these Terms, the parties shall first attempt to resolve it through friendly bilateral negotiations. If unresolved within thirty (30) days of initial notice, the dispute shall be resolved through binding arbitration in Mumbai, India, under the provisions of the Arbitration and Conciliation Act, 1996. The tribunal shall consist of one (1) arbitrator appointed by mutual consent. The language of arbitration shall be English.

13. Severability & Entirety

If any provision of these Terms is found to be illegal, invalid, or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect. These Terms, together with any SOW, constitute the entire agreement between the Client and the Studio, superseding all prior oral or written negotiations.

14. Legal Contact

For contract inquiries or legal notices under these Terms, please contact Codence Studio Administration at legal@codencestudio.com.