Terms & Conditions

Who we are

Codexlab Enterprise Pvt Ltd ("Codexlab", "we", "us", "our") is a private limited company incorporated in India, operating a software services and product engineering business from Mumbai, Maharashtra.

What these terms cover

These Terms & Conditions (the "Terms") apply to two things:

• This website. Anyone who visits, browses or submits an enquiry through codexlab.in is bound by these Terms from the moment they use the site.
• Our services. Custom software development, product engineering, web and mobile application development, AI and automation work, cloud and DevOps, UI/UX design, and the maintenance and support that follows — collectively, the "Services".

These Terms do not govern our own products. Zanoo, MaidEzy and Yahin are separate offerings with their own terms; for Zanoo, see the Zanoo Terms & Conditions.

Acceptance and changes

By using this website, signing a proposal or Statement of Work, issuing a purchase order, or paying an invoice, you confirm that you have read, understood and accepted these Terms.

We may update these Terms as our services, the law or our processes change. The version in force is the one published on this page, identified by the effective date above. For active engagements we will give written notice of material changes at least 30 days before they take effect; if you do not accept them, you may terminate the engagement under the notice provisions below without penalty for work not yet performed.

Continuing to use the website or the Services after a change takes effect means you accept the updated Terms.

Eligibility and authority

• You must be at least 18 years old and legally capable of entering into a binding contract under the Indian Contract Act, 1872.
• If you accept these Terms on behalf of a company, partnership or other organisation, you confirm you are authorised to bind that organisation, and "you" means that organisation.
• You must not use the website or the Services if you are barred from doing so under any law applicable to you, or if you are subject to sanctions that would make the engagement unlawful for us.

Proposals, Statements of Work and order of precedence

Every engagement is defined by a written Statement of Work ("SOW") — a proposal, scope document, quotation or signed contract that sets out the deliverables, milestones, assumptions, timeline, fees and payment schedule for that project.

A quotation is an invitation to discuss, not a binding offer. A project begins only when we have both signed or otherwise confirmed the SOW in writing and any advance payment specified in it has been received.

Terms printed on your purchase order, vendor portal or procurement forms do not apply unless we have accepted them in a document signed by an authorised signatory of Codexlab.

Scope, change requests and assumptions

We deliver what the SOW lists. Anything not listed — additional screens, integrations, platforms, environments, languages, migrations, content, or third-party licences — is out of scope.

Requests outside the agreed scope are handled as change requests. We will confirm the impact on effort, cost and timeline in writing before starting the work. No change request is chargeable until you approve it in writing, and approving one may move the delivery dates in the SOW.

Estimates in an SOW are prepared on the assumptions recorded in it — for example the availability of your APIs, test data, credentials, environments and decision-makers. If an assumption turns out to be wrong, we will tell you promptly and re-estimate the affected work rather than absorb it silently.

Your responsibilities

Software projects fail on inputs more often than on code. You agree to:

• Nominate a single point of contact with authority to give approvals and sign off deliverables.
• Provide the content, branding assets, credentials, API access, test accounts, sample data and third-party approvals we need, at the times agreed in the SOW.
• Respond to review requests, questions and sign-off requests within the review window in the SOW, or within five working days if the SOW is silent.
• Ensure that everything you supply to us — content, data, logos, code, designs, datasets — is lawful, and that you hold the rights or licences needed for us to use it for the project.
• Hold the accounts for your own infrastructure and third-party services (cloud hosting, domains, app store accounts, payment gateways, SMS and email providers) and pay their charges directly, unless the SOW says we will procure them on your behalf.
• Maintain your own backups of production data once a system has been handed over to you.

If a project is delayed or blocked because inputs or approvals are outstanding, the delivery dates move by at least the length of the delay, and we may charge for engineering time held idle where the SOW provides for it.

Fees, invoicing and taxes

• Currency. Fees are quoted in Indian Rupees (INR) unless the SOW states otherwise.
• Taxes. All fees are exclusive of GST and any other applicable taxes, duties or levies, which are added at the prevailing rate and payable by you. Where you are required to withhold tax at source (TDS), you will deduct at the correct rate and furnish the TDS certificate within the statutory timeline.
• Advance. Unless the SOW says otherwise, an advance payment is due before work begins and is applied against the final invoice.
• Milestones. Fixed-price projects are invoiced against the milestones in the SOW. Time-and-materials engagements and retainers are invoiced monthly in arrears against a timesheet or activity summary.
• Payment terms. Invoices are payable within 15 days of the invoice date unless the SOW states otherwise.
• Disputes. Raise any invoice dispute in writing within 7 days of receiving the invoice, with reasons. Undisputed amounts remain payable on the due date.
• Late payment. Overdue amounts carry interest at 1.5% per month (or the maximum permitted by law, if lower) from the due date until paid. Bank charges, gateway fees and currency conversion costs on your payments are yours.
• Pass-through costs. Third-party licences, cloud usage, API charges, app store fees, paid fonts, stock assets and travel are billed at cost plus any handling fee stated in the SOW, and are non-refundable once incurred.

Refunds and cancellations are governed by our Refunds & Cancellation Policy.

Delivery, testing and acceptance

We deliver each milestone to a staging or review environment along with a note of what it contains. You then have the acceptance window stated in the SOW, or seven days if the SOW is silent, to test the deliverable against the agreed scope and either accept it or send us a written list of defects.

A defect is a failure of the deliverable to perform materially in accordance with the agreed scope. A request for behaviour that was never specified is a change request, not a defect.

We will fix verified defects at no extra charge and re-submit the deliverable. A deliverable is deemed accepted if you do not respond within the acceptance window, or if you put it into production use.

Timelines in an SOW are good-faith estimates based on the stated assumptions. We commit to the scope and to keeping you informed, not to a guaranteed delivery date, unless the SOW expressly records a firm date and the consequences of missing it.

Intellectual property

What you own

On full payment of all amounts due for a project, we assign to you all rights, title and interest in the bespoke deliverables built specifically for you under that SOW — the custom source code, the designs, and the documentation produced for you. Your own content, data, trademarks and pre-existing materials remain yours throughout.

What we own

We retain ownership of our background IP: our internal libraries, boilerplates, frameworks, tooling, architectural patterns, code generators and general know-how, including anything of that kind created or improved during your project. Where background IP is embedded in a deliverable, we grant you a perpetual, worldwide, non-exclusive, royalty-free licence to use, run, modify and maintain it as part of that deliverable.

We also retain the general skills, techniques and experience our engineers gain. Nothing in these Terms prevents us from working on similar projects for other clients, provided we do not use your Confidential Information or your bespoke deliverables to do so.

Until payment

Until we are paid in full, you hold a limited, revocable licence to use the deliverables for evaluation and acceptance testing only — not in production, and not commercially.

Third-party components and open source

Our deliverables usually include open-source libraries and third-party services. We choose components in good faith and disclose the significant ones on request, but:

• Open-source components are licensed to you under their own licences, not by us, and those licences prevail over these Terms for that component.
• Paid third-party licences, SaaS subscriptions and API plans are contracted in your name unless the SOW says otherwise, and their fees, terms and availability are set by their providers.
• We are not responsible for a third party changing its pricing, terms, API or availability, or discontinuing a service. Work to adapt to such a change is a change request.

Confidentiality

Each of us may receive non-public information from the other — business plans, source code, data, pricing, roadmaps, customer information. The receiving party will keep it confidential, use it only to perform or receive the Services, protect it with at least reasonable care, and disclose it only to employees and subcontractors who need it and who are bound by equivalent obligations.

These obligations do not apply to information that is or becomes public without breach, was already lawfully held, is independently developed without reference to the disclosure, or must be disclosed by law or a competent authority — in which case the disclosing party will be given notice where legally permitted.

Confidentiality survives for three years after the engagement ends, and indefinitely for anything that qualifies as a trade secret or personal data. A separate signed NDA, where one exists, takes precedence over this section.

Data protection

How we handle personal data on this website and during engagements is set out in our Privacy Policy, which forms part of these Terms.

Where we process personal data on your behalf as part of the Services, you act as the Data Fiduciary (controller) and we act as a Data Processor under the Digital Personal Data Protection Act, 2023 and other applicable law. We process such data only on your documented instructions, apply reasonable security safeguards, impose equivalent obligations on our sub-processors, assist you with data principal requests and breach notifications so far as we reasonably can, and delete or return the data on termination. Where required, we will enter into a separate data processing agreement — request one at support@codexlab.in.

You are responsible for having a lawful basis and the necessary notices and consents for any personal data you ask us to process, and for not placing production personal data in test environments without appropriate safeguards.

Warranties and the defect support window

We warrant that the Services will be performed with reasonable skill and care by suitably qualified personnel, and that the deliverables will perform materially in accordance with the agreed scope for 30 days after acceptance (the "warranty period"), or for the longer period stated in the SOW.

During the warranty period we will fix reproducible defects free of charge. The warranty does not cover:

• Changes made to the deliverable by you or a third party.
• Faults caused by your infrastructure, data, misuse, or by third-party services and their changes.
• Requests for new or changed behaviour, performance tuning beyond the agreed targets, or support for environments not listed in the SOW.
• Issues arising after you decline a security patch or dependency upgrade we have recommended in writing.

Beyond the warranty period, maintenance and support are available under a separate support or retainer agreement.

Disclaimers

Except for the warranties expressly stated above, the website and the Services are provided "as is" and "as available", and we disclaim all other warranties, whether express, implied or statutory, including implied warranties of merchantability, fitness for a particular purpose, non-infringement, and uninterrupted or error-free operation, to the fullest extent permitted by law.

We do not warrant that any software is free of all defects — no non-trivial software is — nor that it will achieve any particular business result, revenue, ranking, traffic, funding or regulatory approval. Content on this website, including the Lab Log and portfolio, is provided for general information and is not professional, legal, financial or security advice.

Limitation of liability

To the maximum extent permitted by law, neither party is liable to the other for indirect, incidental, special, punitive or consequential loss, or for loss of profit, revenue, anticipated savings, business, goodwill, data or data use, however caused, even if advised of the possibility.

Our total aggregate liability arising out of or in connection with an engagement, whether in contract, tort (including negligence), statute or otherwise, is limited to the total fees actually paid by you to us under the SOW giving rise to the claim in the twelve months immediately preceding the event. For claims arising from your use of this website where no fees have been paid, our aggregate liability is limited to INR 10,000.

Nothing in these Terms excludes or limits liability that cannot lawfully be excluded, including liability for death or personal injury caused by negligence, or for fraud or fraudulent misrepresentation.

Any claim must be brought within twelve months of the date on which the claiming party became aware, or ought reasonably to have become aware, of the facts giving rise to it.

Indemnity

You will indemnify and hold us harmless against claims, damages, penalties and reasonable legal costs arising from: (a) content, data, code or materials you supplied to us; (b) your use of a deliverable in a way not contemplated by the SOW, or after you modified it; (c) your breach of applicable law or of a third party’s rights; or (d) your failure to obtain the consents, licences or regulatory approvals required for the project.

We will indemnify you against third-party claims that a bespoke deliverable, as delivered by us and used as agreed, infringes that third party’s Indian copyright or trade secret rights — excluding claims arising from your materials, third-party or open-source components, or modifications not made by us. Our liability under this indemnity is subject to the limitation of liability above, and we may at our option modify the deliverable, procure the right to continue using it, or refund the fees paid for it.

Acceptable use of this website

You may browse this website and use the enquiry form for genuine business enquiries. You may not:

• Use the contact form to send spam, bulk marketing, malware, or unlawful, abusive or misleading content.
• Probe, scan, attack, overload or attempt to gain unauthorised access to the website, its serverless functions or its infrastructure.
• Scrape, mine or systematically copy the site, or use it to train a machine-learning model, without our written permission.
• Copy, republish or reuse our text, designs, logos, code or brand assets except as permitted by law or with our written permission. All such material is owned by Codexlab or its licensors.

We may block access, remove content or take other reasonable measures against anyone who breaches this section.

Portfolio and publicity

Unless the SOW or a signed NDA says otherwise, we may name you as a client and show non-confidential visuals of the work in our portfolio, proposals, case studies and social channels, after the work has gone live. We will not disclose Confidential Information, source code, commercial terms or your customers’ data in doing so.

If you would rather we did not, tell us in writing at support@codexlab.in and we will remove the reference within a reasonable period.

Personnel and non-solicitation

We engage our team as employees or contractors of Codexlab. They are not your employees, and we remain responsible for their work, their pay and their statutory entitlements. We may use vetted subcontractors, and we remain responsible for their performance and confidentiality.

During an engagement and for twelve months afterwards, neither party will knowingly solicit or hire the other’s personnel who were directly involved in the engagement, without the other’s written consent. General public job advertisements not targeted at those individuals are not a breach.

Suspension and termination

• For convenience. Either party may terminate an engagement by giving 30 days’ written notice. You remain liable for all work performed and all non-cancellable third-party commitments incurred up to the effective date.
• For cause. Either party may terminate immediately if the other commits a material breach and fails to cure it within 15 days of written notice, or becomes insolvent, enters liquidation or has a receiver appointed.
• Effect. On termination we will invoice for work completed and costs committed, deliver the work product for which we have been paid in full, and return or delete your Confidential Information on request. Sections on IP, confidentiality, data protection, liability, indemnity, governing law and any clause that by its nature should survive, do survive.

Financial consequences of cancellation are set out in the Refunds & Cancellation Policy.

Force majeure

Neither party is liable for failure or delay caused by events beyond its reasonable control — including natural disaster, epidemic, war, civil unrest, strike, fire, flood, failure of power or telecommunications, government action, and outages of major cloud or internet infrastructure. The affected party will notify the other promptly and use reasonable efforts to resume. If the event continues for more than 60 days, either party may terminate the affected engagement on written notice, with fees payable for work performed up to that point.

Governing law and disputes

These Terms and any engagement under them are governed by the laws of India, without regard to conflict-of-laws rules.

Before litigating, both parties will attempt to resolve any dispute in good faith through discussion between senior representatives for at least 30 days after written notice of the dispute.

If that fails, the dispute will be referred to and finally resolved by arbitration by a sole arbitrator under the Arbitration and Conciliation Act, 1996. The seat and venue of arbitration is Mumbai, Maharashtra, and the language is English. The arbitral award is final and binding.

Subject to the above, the courts at Mumbai, Maharashtra have exclusive jurisdiction. Nothing prevents either party from seeking urgent interim or injunctive relief from a court of competent jurisdiction.

Grievance officer and contact

In accordance with the Information Technology Act, 2000 and the rules made under it, the details of our Grievance Officer are:

General

• Entire agreement. These Terms, together with the applicable SOW, the Privacy Policy and the Refunds & Cancellation Policy, are the entire agreement between us and supersede all prior discussions and proposals on the same subject.
• Severability. If any provision is held unenforceable, it is modified to the minimum extent necessary, and the rest remains in force.
• No waiver. Failure to enforce a provision is not a waiver of it.
• Assignment. Neither party may assign these Terms without the other’s written consent, except to a successor in a merger, reorganisation or sale of substantially all assets.
• Independent parties. Nothing here creates a partnership, joint venture, agency or employment relationship.
• Notices. Notices must be in writing and sent to support@codexlab.in and to the registered office above, or to the contact details in the SOW. Email notices are deemed received on the next working day.
• No third-party rights. No person who is not a party to these Terms has any right to enforce them.
• Language. These Terms are drawn up in English, which governs their interpretation.

Questions about these Terms? Write to support@codexlab.in or call +91 73048 05318, Monday to Saturday, 10:00–19:00 IST.
Codexlab Enterprise Pvt Ltd · Kandivali West, Mumbai, Maharashtra, India