Terms of Use

1. Acceptance

These Terms of Use (“Terms”) govern your access to and use of the websites and digital properties operated by CODO AI Innovations (“CODO,” “we,” “us”), including codoai.in and related domains (collectively, the “Site”), and set out baseline rules that apply before or alongside any separate written agreement for professional services.

By accessing the Site, submitting an enquiry, or entering into a quotation, statement of work, or engagement letter with us, you (“you,” “Client”) agree to these Terms. If you are using the Site on behalf of an organisation, you represent that you have authority to bind that organisation.

2. Definitions

“Deliverables” means the agreed outputs described in a SOW or quotation. “Services” means software development, design, marketing, consulting, training, hosting, or other professional work we provide to Client. “SOW” means a statement of work, project order, master services agreement, or other written scope document executed between the parties. If a SOW conflicts with these Terms on commercial points (fees, milestones, IP), the SOW prevails for that engagement.

3. Website use

You may use the Site only for lawful purposes. You agree not to misuse the Site (including attempting unauthorised access, introducing malware, scraping in a way that degrades our systems, or impersonating CODO or others). We may suspend or terminate access for violations.

Content on the Site (text, graphics, trademarks, logos) is owned by CODO or its licensors and is protected by intellectual property laws. Except as expressly permitted, you may not copy, modify, or distribute Site content without our prior written consent.

4. Services and reliance on information

Descriptions of services on the Site are illustrative. A binding commitment to scope, timelines, fees, and deliverables exists only when confirmed in writing (for example, a signed SOW or written quotation accepted by Client). You are responsible for the accuracy of information you provide for scoping and delivery.

5. Client obligations

Client will:

• Provide timely access, materials, credentials, and feedback reasonably required;
• Designate a decision-maker for approvals and change requests;
• Ensure it has rights to any assets or data supplied for use in the project;
• Comply with applicable laws, including export, privacy, and marketing rules.

Delays or failures by Client may affect schedules and fees. Unless otherwise agreed, standby time, re-work caused by late or ambiguous instructions, or third-party blocks may be addressed through change orders or additional charges.

6. Payments and milestones

Fees, currency, tax treatment, invoicing rhythm, and milestone definitions are set out in the applicable SOW, quotation, or invoice. Unless stated otherwise, invoices are due on receipt or within the payment term stated on the invoice.

CODO may require an advance payment or deposit (for example, up to fifty percent (50%) of the agreed fee or phase) before scheduling work or releasing production resources. Receipt of cleared funds, or written confirmation of payment where agreed, is required before work is treated as formally commenced for the purposes of Section 8 below.

Late payments may incur interest or suspension of work as permitted by law and as stated in the SOW.

7. Scope changes

Requests outside the agreed SOW (“change requests”) must be documented. We will confirm feasibility, schedule impact, and additional fees before proceeding where practicable. Work performed under an approved change request is billable as agreed.

8. Refunds, cancellation, and non-refundable amounts

8.1 When work has commenced

For the purposes of these Terms and unless a SOW defines a different trigger, work has commenced when any of the following occurs (whichever is earliest and applies to your engagement):

• A formal project kick-off has been acknowledged (including by email or shared workspace invitation);
• CODO has allocated personnel, environments, or supplier capacity specifically to your engagement after Client approval of scope or receipt of required advance;
• CODO delivers the first agreed milestone, sprint output, design iteration, or other tangible deliverable defined in the SOW or quotation.

8.2 No refunds after work has commenced

Once work has commenced as described above, fees already invoiced and paid for that phase or engagement are non-refundable, except where mandatory law requires otherwise. CODO is entitled to payment for all work properly performed up to the effective date of cancellation, plus any non-cancellable third-party costs that Client approved or that were reasonably incurred.

8.3 Advance of up to 50% when work has started

Where Client has paid an advance or deposit (including up to fifty percent (50%) of the agreed price or phase) and work has commenced per Section 8.1, that advance is non-refundable. It compensates CODO for planning, team allocation, opportunity cost, tooling, and labour initiated in reliance on Client’s commitment. Any remaining balance remains payable for delivered work and agreed future milestones unless the parties execute a written termination instrument stating otherwise.

8.4 SOW prevails

Specific payment percentages, kill fees, escrow arrangements, or refund carve-outs (if any) contained in a signed SOW, master agreement, or invoice expressly accepted by Client override this Section 8 where they are more detailed—but only for that engagement.

8.5 Client-initiated cancellation before commencement

If Client cancels in writing before work has commenced and before any non-refundable third-party spend, CODO may refund prepaid amounts net of any documented setup costs already incurred, unless the SOW states a different retention.

9. Intellectual property

Unless a SOW states otherwise, Client receives a licence or assignment to Deliverables only after full payment of all fees invoiced for those Deliverables. CODO retains ownership of background technology, reusable libraries, tools, methods, and pre-existing materials incorporated into Deliverables, subject to a licence to Client for use as contemplated in the SOW.

Client grants CODO a licence to use Client marks and project materials as reasonably needed to perform the Services and, unless objected to in writing, to showcase non- confidential work in portfolios and proposals.

10. Warranties and disclaimer

Services are provided on an “as is” and “as available” basis to the maximum extent permitted by law. To the extent permitted, CODO disclaims all implied warranties of merchantability, fitness for a particular purpose, and non-infringement except as expressly stated in a SOW for a defined warranty period.

11. Limitation of liability

To the fullest extent permitted by applicable law, neither party is liable for indirect, incidental, special, consequential, or punitive damages, or for loss of profits, revenue, data, or goodwill, arising from or related to the Site or Services. Subject to applicable law, each party’s aggregate liability arising out of these Terms or the Services (except for Client’s payment obligations, either party’s indemnity for third-party IP claims as expressly stated in a SOW, or liability that cannot be limited by law) shall not exceed the fees paid by Client to CODO for the specific engagement giving rise to the claim during the six (6) months preceding the claim.

12. Indemnity

Client will indemnify and hold harmless CODO and its personnel against third-party claims arising from Client materials, Client instructions, or Client’s misuse of Deliverables, except to the extent finally judicially determined to result from CODO’s wilful misconduct or gross negligence. CODO will indemnify Client against third-party claims alleging that a Deliverable, solely as supplied by CODO without unauthorised modification by Client, infringes a third party’s intellectual property right, subject to prompt notice and control of defence where standard in the SOW.

13. Termination

Either party may terminate for material breach not cured within a reasonable cure period after written notice if a SOW so provides. CODO may suspend Services for non-payment. Termination does not relieve Client of fees earned or committed costs incurred prior to termination, consistent with Section 8.

14. Force majeure

Neither party is liable for delay or failure caused by events beyond reasonable control (including natural disasters, war, terrorism, labour disputes, major platform outages, or governmental acts), provided the affected party uses commercially reasonable efforts to mitigate and notify the other party.

15. Governing law and disputes

These Terms are governed by the laws of India, without regard to conflict-of-law rules. Subject to mandatory provisions, courts at Malappuram, Kerala shall have exclusive jurisdiction unless a signed SOW designates a different forum.

16. General

Entire agreement. Together with any executed SOW, these Terms constitute the full understanding for website use and baseline commercial expectations. Severability. If a provision is invalid, the remainder remains in effect. No waiver. Failure to enforce a right is not a waiver. Assignment. Client may not assign these Terms without our consent; CODO may assign to an affiliate or successor. Notices. Notices may be sent to the email addresses used in the engagement and are deemed received when sent without bounce-back, unless a SOW specifies otherwise.

17. Contact

For questions about these Terms: info@codoai.in
CODO AI Innovations — Malappuram, Kerala, India.