Terms of Service

By accessing and using the CodeMetrics website and services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service along with our Privacy Policy and Cookie Policy, which are incorporated herein by reference.

These Terms apply to all visitors, users, clients, and others who access or use our services. By using our services, you represent and warrant that:

• You are at least 18 years of age and have the legal capacity to enter into a binding contract under Indian law
• If you are acting on behalf of an organization, you have the authority to bind that organization to these Terms
• You will comply with all applicable local, state, national, and international laws and regulations
• All information you provide to us is accurate, complete, and current

CodeMetrics provides professional software development and IT consulting services, including but not limited to:

• Custom web application development (React, Next.js, Angular, Node.js, .NET)
• Mobile application development (React Native, Flutter, native iOS and Android)
• Website customization and redesign
• Legacy system migration and modernization to newer technologies
• E-commerce platform development and integration
• CRM and ERP system development
• Cloud migration, infrastructure, and DevOps services
• UI/UX design and prototyping
• IT consulting and digital transformation advisory
• Software maintenance and support services

The specific scope, deliverables, timelines, and terms of any project shall be defined in a separate Service Agreement, Statement of Work (SOW), or project proposal executed between the parties. In the event of any conflict between these Terms and a specific Service Agreement, the Service Agreement shall prevail to the extent of the conflict.

3.1 Project Proposals and Estimates

All project proposals, estimates, and quotations provided by the Company are indicative and based on the information available at the time of preparation. Final costs and timelines may vary based on changes in scope, requirements, or other factors. No proposal or estimate shall constitute a binding offer unless expressly stated and accepted in writing by both parties through a signed Service Agreement.

3.2 Change Requests

Any changes to the agreed project scope, requirements, or deliverables after execution of a Service Agreement must be submitted in writing as a Change Request. The Company reserves the right to revise timelines, costs, and resource allocation based on Change Requests. No Change Request shall be effective until approved in writing by the Company, and the Client agrees to bear any additional costs arising from approved changes.

3.3 Acceptance and Delivery

Upon delivery of any milestone or deliverable, the Client shall review and provide feedback within 7 (seven) business days. If no feedback or objection is received within this period, the deliverable shall be deemed accepted. Any revisions requested after acceptance may be subject to additional charges at the Company's prevailing rates.

The Client agrees to the following obligations, breach of which may result in project delays for which the Company shall not be held responsible:

• Provide accurate, complete, and timely information, content, materials, and access credentials necessary for project execution
• Designate an authorized point of contact who has decision-making authority for the project
• Respond to queries, feedback requests, and approval requests within 5 (five) business days
• Ensure that all materials provided do not infringe upon any third-party intellectual property rights
• Maintain confidentiality of any login credentials, staging environments, or access provided during the project
• Make timely payments as per the agreed payment schedule
• Comply with all applicable laws and regulations in the use of the delivered software and services
• Not reverse engineer, decompile, or disassemble any proprietary tools, frameworks, or components used by the Company
• Not use our services for any unlawful, fraudulent, or harmful purposes

Any delay caused by the Client's failure to fulfil the above obligations shall automatically extend the project timeline by an equivalent period, and the Company shall not be liable for any resulting delays or additional costs.

5.1 Company Property

The CodeMetrics name, logo, website content, marketing materials, proprietary tools, internal frameworks, reusable code libraries, development methodologies, processes, and all associated intellectual property are and shall remain the exclusive property of CodeMetrics, protected under the Copyright Act, 1957, the Trade Marks Act, 1999, and other applicable intellectual property laws of India. No license or right is granted to the Client with respect to such property except as expressly stated herein.

5.2 Client Deliverables

Subject to full and final payment of all outstanding fees, the Client shall receive a non-exclusive, perpetual license to use the custom code and deliverables created specifically for the Client's project. Full ownership transfer of custom deliverables shall occur only upon receipt of complete payment, unless otherwise expressly agreed in a separate written agreement.

5.3 Pre-existing and Reusable Components

The Company retains all rights, title, and interest in pre-existing code, libraries, frameworks, tools, templates, and general knowledge, techniques, and methodologies developed prior to or independently of the Client's project. The Company also retains the right to develop similar solutions for other clients and to use general concepts, techniques, and experience gained during the project for future engagements.

5.4 Third-Party Components

Our deliverables may incorporate third-party open-source libraries, frameworks, APIs, or software components. Such components remain subject to their respective license terms, and the Company makes no representations or warranties regarding third-party components beyond what is provided by their respective licensors.

5.5 Portfolio Rights

Unless expressly restricted in the Service Agreement, the Company reserves the right to showcase the project (including screenshots, descriptions, and general scope) in its portfolio, case studies, and marketing materials, while respecting the Client's confidential information.

• All fees, payment schedules, and milestones shall be specified in the Service Agreement or project proposal
• A non-refundable advance payment (typically 25-50% of the total project cost) is required before commencement of work, unless otherwise agreed in writing
• All invoices are payable within 15 (fifteen) days from the date of invoice, unless a different payment term is specified in the Service Agreement
• Late payments shall attract interest at the rate of 1.5% per month (18% per annum) or the maximum rate permitted under the applicable law, whichever is lower, calculated from the due date until the date of actual payment
• The Company reserves the right to suspend all work, withhold deliverables, and restrict access to staging/development environments in the event of overdue payments exceeding 15 (fifteen) days
• All fees are exclusive of applicable taxes, including Goods and Services Tax (GST) as per the CGST Act, 2017. GST and other applicable taxes shall be charged in addition to the quoted fees
• For international clients, payments shall be made in the agreed currency (USD, EUR, GBP, or INR) via wire transfer, or other agreed payment methods. The Client shall bear all bank charges, currency conversion fees, and intermediary bank fees
• Advance payments and deposits are non-refundable and shall be adjusted against the final invoice. In the event of project cancellation by the Client, any work completed up to the date of cancellation shall be billed and payable in full

Both parties agree to maintain the confidentiality of all proprietary and confidential information disclosed during the course of the engagement. Confidential information includes, but is not limited to, trade secrets, business plans, source code, technical specifications, customer data, financial information, and any information marked as confidential.

The obligation of confidentiality shall not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already known to the receiving party prior to disclosure; (c) is independently developed without reference to the confidential information; or (d) is required to be disclosed by law, court order, or regulatory authority.

The confidentiality obligations under this section shall survive the termination of these Terms and any Service Agreement for a period of 3 (three) years from the date of disclosure, or for such longer period as may be specified in a separate Non-Disclosure Agreement (NDA).

8.1 Limited Warranty

The Company warrants that the services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards. The Company provides a bug-fix warranty period of 30 (thirty) days from the date of final delivery, during which it shall rectify defects in the delivered software that are attributable to the Company's development work, at no additional charge. This warranty does not cover issues arising from: (a) modifications made by the Client or third parties; (b) misuse or operation outside agreed specifications; (c) third-party software, hosting environment issues, or API changes; or (d) requirements not specified in the Service Agreement.

8.2 Disclaimer

EXCEPT AS EXPRESSLY PROVIDED IN SECTION 8.1, ALL SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR UNINTERRUPTED OR ERROR-FREE OPERATION.

The Company does not warrant that: (a) the website or services will be available at all times or free from errors; (b) the software will be completely free of bugs or vulnerabilities after the warranty period; (c) the software will meet all Client requirements not specified in the Service Agreement; or (d) the results achieved through the use of the software will meet the Client's business objectives.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INCLUDING THE INDIAN CONTRACT ACT, 1872, AND THE IT ACT, 2000:

• The Company shall not be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, including but not limited to damages for loss of profits, revenue, data, goodwill, business opportunities, or other intangible losses, arising out of or in connection with these Terms or the use of our services
• The Company's total aggregate liability under these Terms and any Service Agreement shall not exceed the total fees actually paid by the Client to the Company for the specific service or project giving rise to the claim during the 6 (six) months immediately preceding the event giving rise to the liability
• The Company shall not be liable for any loss or damage arising from: (a) the Client's failure to maintain adequate backups of data; (b) unauthorized access to the Client's systems not caused by the Company; (c) modifications made to deliverables by the Client or third parties; (d) use of deliverables in a manner not contemplated by the Service Agreement; or (e) failure of third-party services, hosting providers, or APIs

The limitations of liability set forth in this section shall apply regardless of the theory of liability, whether based on contract, tort (including negligence), strict liability, or any other legal theory, and even if the Company has been advised of the possibility of such damages. These limitations shall survive the termination of these Terms.

The Client agrees to indemnify, defend, and hold harmless CodeMetrics, its directors, officers, employees, agents, and affiliates from and against any and all claims, demands, losses, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or in connection with:

• The Client's breach of these Terms or any Service Agreement
• The Client's violation of any applicable law, regulation, or third-party rights
• Content, materials, or data provided by the Client that infringe upon any intellectual property, privacy, or other rights of third parties
• The Client's use of the delivered software in a manner not authorized or contemplated under the Service Agreement
• Any claims by the Client's end-users or customers arising from the use of the software delivered under these Terms

11.1 Termination by the Company

The Company may terminate or suspend the Client's access to services and/or any Service Agreement immediately, without prior notice, if: (a) the Client breaches any provision of these Terms or the Service Agreement; (b) the Client fails to make payments within 30 (thirty) days of the due date; (c) the Client becomes insolvent, enters liquidation, or is unable to pay debts; or (d) continued performance becomes impractical due to circumstances beyond the Company's control.

11.2 Termination by the Client

The Client may terminate a Service Agreement by providing 30 (thirty) days' written notice to the Company. In the event of such termination, the Client shall be liable for payment of all work completed up to the date of termination, plus any non-cancellable third-party costs incurred by the Company. Advance payments and deposits are non-refundable.

11.3 Effects of Termination

Upon termination: (a) all licenses granted to the Client shall immediately terminate unless full payment has been received; (b) the Client shall return or destroy all Company confidential information; (c) the Company shall deliver all completed work upon receipt of full payment for the same; and (d) Sections relating to Intellectual Property, Confidentiality, Limitation of Liability, Indemnification, and Governing Law shall survive termination.

Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, epidemics, pandemics, war, terrorism, riots, government actions or orders, strikes, lockdowns, internet or telecommunications failures, cyberattacks, power outages, or any other event constituting force majeure under Indian law. The affected party shall notify the other party promptly and take reasonable steps to mitigate the impact. If the force majeure event continues for more than 60 (sixty) days, either party may terminate the affected Service Agreement without liability.

13.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of India, without regard to its conflict of law provisions. The parties agree that the Indian Contract Act, 1872, the Information Technology Act, 2000, the Copyright Act, 1957, and other applicable legislation of India shall apply.

13.2 Dispute Resolution

In the event of any dispute, controversy, or claim arising out of or in connection with these Terms or any Service Agreement, the parties shall first attempt to resolve the matter amicably through good-faith negotiations for a period of 30 (thirty) days from the date of written notice of the dispute.

If the dispute is not resolved through negotiation, it shall be referred to and finally resolved by arbitration in accordance with the Arbitration and Conciliation Act, 1996 of India. The arbitration shall be conducted by a sole arbitrator appointed by mutual agreement of the parties, or failing such agreement, as appointed by the competent court. The seat and venue of arbitration shall be Ghaziabad, Uttar Pradesh, India. The language of arbitration shall be English. The arbitral award shall be final and binding on both parties.

13.3 Jurisdiction

Subject to the arbitration clause above, the courts of Ghaziabad, Uttar Pradesh, India shall have exclusive jurisdiction over any disputes arising under or in connection with these Terms. The Client irrevocably submits to the jurisdiction of the courts of Ghaziabad, Uttar Pradesh, India, and waives any objection to the venue or forum.

• Entire Agreement: These Terms, together with any Service Agreements and referenced policies, constitute the entire agreement between the parties and supersede all prior or contemporaneous agreements, representations, and understandings
• Severability: If any provision of these Terms is held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect
• Waiver: No waiver of any term or condition of these Terms shall be deemed a further or continuing waiver of such term or any other term. The Company's failure to enforce any provision shall not constitute a waiver of its right to do so
• Assignment: The Client may not assign or transfer these Terms or any rights hereunder without the prior written consent of the Company. The Company may assign these Terms freely without restriction
• No Partnership: Nothing in these Terms shall be construed to create a partnership, joint venture, agency, or employment relationship between the parties. The Company operates as an independent contractor
• Notices: All notices under these Terms shall be in writing and shall be deemed duly given when sent by email to the designated contact persons or delivered by registered post to the registered addresses of the parties

The Company reserves the right to modify, amend, or update these Terms at any time at its sole discretion. Any changes will be effective immediately upon posting the revised Terms on our website with an updated "Last updated" date. It is the Client's responsibility to review these Terms periodically. Continued use of our website or services after any changes constitutes acceptance of the revised Terms. For active projects under a Service Agreement, the terms of the Service Agreement in effect at the time of execution shall apply unless both parties agree to updated terms in writing.

If you have any questions about these Terms of Service, please contact us at: