1. Acceptance
By accessing codeloom.co.in (the “Site”) or engaging Codeloom Technologies (“we”, “us”), you agree to these Terms. If you are using the Site or entering into an engagement on behalf of an entity, you represent that you have authority to bind that entity. If you do not agree, do not use the Site or our services.
2. Website Use
The Site and its contents are provided for general information about our services. We may change, suspend, or discontinue any part of the Site without notice. Content is provided “as is” and may include third-party links (see Section 10).
3. Engagement & Scope
- Proposals & Order Forms. Services, deliverables, fees, milestones, and assumptions are defined in our proposal or order form (each, an “Order”). In case of conflict, the Order prevails over these Terms.
- Change Requests. Material changes to scope/timelines are handled via written change requests and may impact fees and delivery dates.
- Client Responsibilities. You will provide timely inputs, approvals, and access to systems, data, and stakeholders. Delays by you may extend timelines and result in additional fees.
- Non-exclusive. Unless otherwise agreed in writing, engagements are non-exclusive.
4. Fees & Payments
- Pricing & Taxes. Fees are quoted in INR unless stated otherwise. Prices are exclusive of applicable taxes (e.g., GST), duties, and government charges.
- Billing. Unless your Order states otherwise, projects under ₹10L are billed 50% upfront and 50% on acceptance of the final milestone; larger or ongoing work is billed per milestone or monthly in advance.
- Payment Terms. Due upon invoice, within 10 calendar days. Late amounts may incur interest at 1.5% per month (or the maximum permitted by law) and suspension of services after notice.
- Expenses. Pre-approved out-of-pocket expenses (e.g., travel, licenses) are billable at cost.
- Refunds. Completed milestones are non-refundable. Deposits are refundable only where no work has started.
5. Intellectual Property
- Client Materials. You retain all rights to materials you supply. You grant us a license to use them solely to perform the services.
- Deliverables. Upon full and final payment, you own the specific deliverables identified in the Order (e.g., designs, code for your app/website), excluding Pre-existing IP, Third-Party components, and our Tools.
- Pre-existing IP & Tools. We retain all rights to our methodologies, libraries, templates, design systems, scripts, and know-how, including modifications and general learnings.
- Third-Party Components. Deliverables may include third-party or open-source components governed by their own licenses (see Section 6).
6. Open-Source & AI
- Open-Source. We may incorporate OSS subject to applicable licenses (e.g., MIT, Apache-2.0, GPL). We will document material OSS used in production deliverables when reasonably practical.
- AI Services. We may use third-party AI/ML services (e.g., LLMs, embeddings, ASR/TTS) to accelerate work. Outputs can be probabilistic; you are responsible for independent review before relying on them in production or regulated contexts.
- Your Inputs. You represent you have rights to any prompts, data, or content you provide for AI processing. Do not supply unlawful, highly sensitive, or regulated personal data without a written data processing addendum.
7. Privacy & Data
Our Privacy Policy explains how we collect and process personal data, including under India’s DPDP Act and other applicable regimes (e.g., GDPR/CPRA) where relevant. For services that involve processing personal data on your behalf, a separate DPA may be required and, where applicable, will prevail over this Section.
8. Confidentiality
Each party will protect the other’s non-public information with at least reasonable care and use it only for the engagement. Exclusions include information that is public, independently developed, or lawfully obtained from a third party. We may disclose where required by law with prompt notice where permitted.
9. Acceptable Use
- No unlawful, infringing, defamatory, or harmful content or activity.
- No security scanning, scraping, reverse engineering, or load testing of our Site without written consent.
- No introduction of malware or interference with the Site or our systems.
10. Third-Party Services
We may recommend or integrate third-party services (e.g., hosting, analytics, payment gateways). You are responsible for entering into and maintaining such third-party accounts and paying their fees. We are not liable for third-party outages or acts/omissions.
11. Warranties
- Mutual. Each party warrants it has the right and authority to enter into the engagement.
- Our Work. For 30 days after delivery, we will remedy reproducible defects that materially deviate from the agreed specifications, provided no unauthorized changes have been made.
- Disclaimer. Except as expressly stated, the Site and services are provided “as is” without warranties of any kind, including implied warranties of merchantability, fitness, non-infringement, or uninterrupted/ error-free operation.
12. Limitation of Liability
To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, punitive, or consequential damages, or loss of profits, revenues, or data, even if advised of the possibility. Except for payment obligations, IP infringement, or breaches of confidentiality, each party’s aggregate liability under an engagement is limited to the fees paid or payable by you to us for the 3 months preceding the event giving rise to liability.
13. Indemnity
You will indemnify and hold us harmless from claims arising out of: (a) materials you provide; (b) your misuse of the deliverables or Site; or (c) your breach of these Terms or applicable laws.
14. Support & SLA
Standard availability is Mon–Fri, 10:00–18:00 IST. Any uptime commitments, response times, or on-call coverage apply only where an SLA is included in your Order. Marketing claims (e.g., “99.9% uptime”) are goals, not guarantees, unless set in an SLA.
15. Security & Disclosures
We apply reasonable administrative, technical, and physical safeguards appropriate to our role and the services. To report a vulnerability, email info@codeloomtech.in. Do not publicly disclose without coordinated remediation.
16. Portfolio & Attribution
We may reference your name, logo, and non-confidential project descriptions in our portfolio and marketing materials, and include a discrete site footer attribution where appropriate. You may opt out by written notice or per NDA.
17. Compliance
You are responsible for compliance with laws applicable to your business and use of the deliverables (e.g., consumer protection, data protection, e-commerce rules, sectoral regulations). We do not provide legal or regulatory advice.
18. Suspension & Termination
- Either party may terminate an engagement for material breach not cured within 10 days after written notice.
- We may suspend services for non-payment after notice.
- Upon termination, you will pay for work performed and approved expenses through the effective date. Sections intended to survive (e.g., IP, confidentiality, liability) will survive.
19. Governing Law & Disputes
These Terms and any engagement are governed by the laws of India. Courts at Jodhpur, Rajasthan shall have exclusive jurisdiction. Before litigation, senior representatives will attempt good-faith resolution for at least 15 days.
20. Miscellaneous
- Force Majeure. Neither party is liable for delays caused by events beyond reasonable control.
- Assignment. You may not assign an engagement without our consent; we may assign to an affiliate or in connection with a reorganization.
- Notices. Email notices to the addresses on the Order are sufficient unless law requires otherwise.
- Severability; Waiver. If a provision is unenforceable, the remainder remains in effect. Failure to enforce is not a waiver.
- Entire Agreement. The Order and these Terms constitute the entire agreement and supersede prior discussions on their subject matter.
21. Changes to These Terms
We may update these Terms from time to time. The “Last updated” date at the top reflects the latest version. Material changes will be effective 7 days after posting. Continued use of the Site or services after changes constitutes acceptance.
22. Contact (Legal)
Codeloom Technologies — Jodhpur, Rajasthan, India
Email: info@codeloomtech.in · Phone: +91 90240 75337