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TERMS
Master Service Agreement (MSA)

Terms of Service.

Last Updated: September 2026 | Effective Date: September 12, 2026

01. Engagement Framework & Master Agreement

This Master Service Agreement ("Agreement" or "Terms of Service") constitutes a legally binding contract entered into by and between Codenosys (operating from Ajmer, Rajasthan, India, represented by Founder Aditya Lodha) and the individual, company, or legal entity ("Client") commissioning custom web development, software engineering, SaaS architecture, progressive web applications (PWAs), UI/UX design, or digital marketing services.

This Agreement is executed in accordance with the provisions of the Indian Contract Act, 1872 and recognized international commercial practices. By signing an estimate, approving an electronic invoice, issuing a commencement payment, or authorizing work via our online protocol, the Client unconditionally accepts the terms hereof.

02. Statements of Work (SOW) & Project Architecture

All client engagements are governed by a mutually agreed Statement of Work (SOW), project specification document, or formalized technical roadmap detailing:

  • Specific technical deliverables, user flows, database architecture, and frontend specifications.
  • Anticipated sprint timelines, milestone breakdowns, and target delivery windows.
  • Commercial terms, total contracted value, and payment milestones.

Any technical adjustments, third-party API additions, or scope expansions requested outside the signed SOW constitute a "Scope Modification" and require written approval and adjusted commercial terms before engineering commences.

03. Milestone Acceptance & Review Window

To ensure rigorous quality engineering and uninhibited sprint momentum, all deliverables are evaluated in phased milestones (e.g., UI/UX approval, database/backend architecture, staging deployment, final production handover):

  • Seven (7) Business Days Review Window: Upon delivery of a milestone on a private staging server or git branch, the Client has seven (7) business days to inspect and test the deliverable against the SOW criteria.
  • Deemed Acceptance: If the Client neither submits a written list of verifiable non-conformities nor provides formal acceptance within seven (7) business days, the milestone shall be deemed fully accepted and approved.
  • Iterative Remediation: Any valid, documented non-conformities directly violating the agreed SOW will be prioritized and resolved at no additional charge prior to milestone sign-off.

04. Billing, Invoicing & Payment Protocols

Codenosys operates on milestone-based disbursements to finance dedicated architectural and engineering time:

  • Commencement Deposit: All bespoke projects require a non-refundable commencement deposit (typically 30% to 50% of the total SOW value) before infrastructure provisioning, design sprints, or coding begins.
  • Invoice Due Date: Invoices issued upon milestone completion are payable within seven (7) calendar days via authorized banking wire, UPI, Stripe, or Razorpay.
  • Late Invoicing & Suspension: Invoices remaining unsettled after fourteen (14) days shall incur a late charge of 1.5% per month (or the maximum statutory limit permitted by law). Codenosys reserves the explicit right to pause development sprints, withhold deployment access, and suspend staging servers until all outstanding dues are settled.

05. Intellectual Property Rights & Sovereignty

We believe in absolute client sovereignty over commissioned software. The division of intellectual property is strictly delineated as follows:

  • 100% Client Ownership Transfer Upon Full Payment: Upon receipt of 100% of all contracted fees, invoices, and disbursements, Codenosys irrevocably transfers and assigns to the Client all proprietary rights, title, copyright, and ownership in the custom frontend code, custom backend workflows, database schemas, and tailored design collateral created specifically for the Client under the SOW.
  • Reservation of Title: All source code, database architectures, graphics, and server deployments remain the exclusive intellectual property of Codenosys until final payment clearance. The Client holds zero proprietary or distribution rights prior to complete financial settlement.
  • Background Technology & Open Source: Codenosys retains ownership of its pre-existing libraries, proprietary workflow boilerplate, and standard utility components ("Background Technology"). Clients receive a perpetual, non-exclusive, royalty-free, worldwide license to utilize Background Technology strictly as integrated into the deliverable. Third-party open-source libraries (e.g., GSAP, Lenis, Swiper, Laravel, PHP packages) remain governed by their respective open-source licenses.
  • Portfolio Recognition: Unless an explicit white-label Non-Disclosure Agreement (NDA) is executed in writing, Codenosys reserves the right to display the completed visual design, high-level case study narrative, and client logo within its public agency portfolio and marketing showcases.

06. Client Responsibilities & Dependencies

Timely engineering delivery requires reciprocal client cooperation. The Client agrees to:

  • Appoint a primary technical or business liaison authorized to make decisive design and scope approvals.
  • Provide third-party credentials, hosting access, API tokens, brand assets, and textual content within forty-eight (48) hours of written request.
  • Acknowledge that project timeline commitments are contingent upon prompt client feedback; delays in client review automatically extend target release dates by an equivalent period.

07. Thirty (30) Day Post-Launch Bug Warranty

Codenosys stands behind the stability and performance of its engineering output:

  • Warranty Window: Codenosys provides a complimentary thirty (30) calendar day warranty period commencing immediately upon production deployment or delivery of the final codebase.
  • Scope of Warranty: We guarantee the remediation of any demonstrable bugs, functional deviations, or broken features that directly violate the agreed SOW.
  • Exclusions: The warranty is voided if the codebase is modified, refactored, or edited by third-party developers, if third-party APIs introduce breaking changes, or if hosting server environments are altered without our written concurrence.

08. Mutual Non-Disclosure & Confidentiality

Both parties agree to hold all Confidential Information (including trade secrets, commercial pricing, technical architecture diagrams, source code repositories, and proprietary client business data) in strict confidence. Neither party shall disclose Confidential Information to any third party without prior written authorization, except as required by law.

09. Limitation of Liability & Consequential Damages Waiver

To the fullest extent permitted by applicable Indian and international law:

  • Monetary Cap: Codenosys's aggregate monetary liability arising out of or related to this Agreement—whether in contract, tort (including negligence), indemnity, or otherwise—shall be strictly limited to the actual fees received by Codenosys for the specific milestone or deliverable giving rise to the claim.
  • Consequential Damages Waiver: Under no circumstances shall Codenosys, its founder, or developers be liable for indirect, incidental, punitive, special, or consequential damages, including loss of business profits, data corruption, loss of goodwill, or business interruption, even if advised of the possibility of such damages.

10. Force Majeure & Suspension Protocols

Neither party shall be held liable for failure or delay in performance resulting from causes beyond reasonable control, including acts of God, telecommunications infrastructure collapse, power grid failures, international cyberattacks, strikes, governmental restrictions, or regional hostilities. During such events, contractual timelines shall be extended for a period equal to the duration of the disruption.

11. Term & Termination Protocols

Either party may terminate a project engagement under the following conditions:

  • For Cause: Immediately upon written notice if the other party materially breaches this Agreement and fails to remedy the breach within fourteen (14) calendar days of receiving written notification.
  • For Convenience: The Client may terminate work with fourteen (14) days' written notice, subject to compensating Codenosys for all hours, engineering tasks, and milestones completed up to the date of termination.
  • Post-Termination Obligations: Initial commencement deposits and completed milestone disbursements are non-refundable, as detailed in our Refund & Cancellation Policy.

12. Governing Law, Dispute Resolution & Exclusive Jurisdiction

This Master Service Agreement, its interpretation, and all claims arising out of or relating to client engagements shall be governed strictly by and construed in accordance with the substantive laws of India, without regard to conflict of law principles:

  • Informal Resolution: The parties agree to attempt in good faith to resolve any dispute through direct executive negotiations for a minimum of fourteen (14) calendar days.
  • Arbitration: Any unresolved dispute, controversy, or claim shall be referred to and finally resolved by binding arbitration in accordance with the Arbitration and Conciliation Act, 1996 of India, conducted by a sole arbitrator mutually appointed by the parties. The seat and legal place of arbitration shall be Ajmer, Rajasthan, India, and the language of proceedings shall be English.
  • Exclusive Judicial Jurisdiction: Subject to arbitration, the courts of competent jurisdiction located exclusively in Ajmer, Rajasthan, India shall possess sole and exclusive jurisdiction over any legal proceedings arising hereunder.

13. Severability & Entire Agreement

If any provision of this Agreement is held invalid, illegal, or unenforceable by an arbitrator or court of competent jurisdiction, such invalidity shall not affect the enforceability of the remaining provisions. This Agreement, combined with the applicable signed SOW, represents the entire understanding between the parties, superseding all prior oral or written negotiations.

14. Legal Communications & Formal Notices

All formal contractual notices, service modifications, and legal correspondence must be submitted in writing to:

Legal Communications Desk: hello@codenosys.in (Attn: Aditya Lodha)

Operating Entity: Codenosys

Postal Address: 38A Ganpati Nagar, BK Kaul Nagar, Ajmer, Rajasthan 305004, India