Terms of Service (Client & User Agreement)

1. Acceptance of Terms

Welcome to True Codeology Solutions (“Company,” “we,” “us,” or “our”). These Terms of Service (“Terms”) govern your access to and use of our website https://codeology.solutions/ (the “Site”) and the provision of our software development, consulting, and related services (“Services”).

By accessing our Site, engaging with us for Services, or using any software, applications, or deliverables we provide, you (“Client,” “User,” or “you”) agree to be bound by these Terms. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms.

2. Description of Services

True Codeology Solutions is a renowned provider of end-to-end software solutions. Our Services encompass, but are not limited to:

• Custom Software Application Development (Front-end & Back-end)
• Software Development Life Cycle (SDLC) Management and Consulting
• Product Architecture Design and Strategy
• Development of Artificial Intelligence (AI) and Machine Learning (ML) Applications
• Software Maintenance, Support, and Enhancement
• Technical Consulting and Staff Augmentation

The specific scope, deliverables, timelines, and fees for any Service will be detailed in a separate, mutually executed Statement of Work (“SOW”) or Master Services Agreement (“MSA”). In the event of a conflict between these Terms and a signed SOW/MSA, the SOW/MSA shall prevail.

3. Client Responsibilities
4. Provision of Information & Assets:You agree to provide all necessary information, data, content, branding materials, access to systems, and cooperation (“Client Materials”) required for us to perform the Services in a timely manner.
   b. Accuracy of Information: You warrant that all Client Materials provided are accurate, complete, and that you have the necessary rights, licenses, and permissions to provide them to us for use in the project.
   c. Feedback and Timely Review: You will appoint a designated representative with the authority to provide feedback and approvals. Delays in feedback or approval may impact project timelines and costs.
   d. Compliance: You are responsible for ensuring that your use of the deliverables and the intended purpose of the project comply with all applicable laws and regulations.
5. Intellectual Property Rights
6. Pre-existing Intellectual Property:Each party shall retain ownership of its pre-existing intellectual property. You own your Client Materials. We own our proprietary development tools, frameworks, libraries, and code (“Our IP”).
7. Developed Intellectual Property:
   * Upon Full Payment:Upon full and final payment of all fees due for a project, we hereby assign to you all right, title, and interest in the custom-developed, deliverable source code and application specifically created for you under the SOW (“Deliverable”). This assignment excludes Our IP and any third-party components.
   * License to Our IP: For any of Our IP incorporated into the Deliverable, we grant you a perpetual, worldwide, non-exclusive, royalty-free license to use such Our IP as embedded in the Deliverable.
   * Third-Party Components: Any third-party open-source or licensed components within the Deliverable will be governed by their respective licenses, which we will disclose to you.
8. Our Retained Rights:We retain the right to use the skills, knowledge, experience, and expertise gained during the project for any purpose, including developing other solutions for ourselves or other clients, provided we do not infringe on your assigned intellectual property in the Deliverable or disclose your confidential information.
9. Confidentiality

Both parties agree to hold each other’s confidential information in confidence and not to use or disclose it except as necessary to perform the Services or as required by law. Confidential information includes business plans, source code, client data, technical processes, and the terms of any SOW.

6. Fees and Payment
7. Payment Terms:Fees will be as specified in the SOW. Common models include fixed-price, time-and-materials, or milestone-based payments. Invoices are due within 30 days of receipt, unless otherwise stated.
   b. Taxes: All fees are exclusive of taxes. You will be responsible for paying all applicable taxes (like GST) associated with the Services.
   c. Late Payment: Overdue invoices may be subject to interest charges of [1.5%] per month. We reserve the right to suspend work until all past due amounts are paid.
8. Warranties and Disclaimers
9. Service Warranty:We warrant that the Services will be performed in a professional and workmanlike manner.
   b. No Infringement Warranty: We warrant that the Deliverable, to the best of our knowledge, will not infringe any third-party intellectual property rights.
   c. DISCLAIMER: EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES AND ALL DELIVERABLES ARE PROVIDED “AS IS.” WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE DELIVERABLES WILL BE ERROR-FREE OR UNINTERRUPTED.
10. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL TRUE CODEOLOGY SOLUTIONS, ITS DIRECTORS, OR EMPLOYEES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS OR DATA, ARISING FROM OR RELATED TO THESE TERMS OR THE SERVICES.

OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF THESE TERMS SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID BY YOU TO US UNDER THE RELEVANT SOW IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

9. Indemnification

You agree to indemnify and hold us harmless from any claims, damages, or losses arising from your use of the Deliverable, your violation of these Terms, or your infringement of any third-party rights.

10. Term and Termination

These Terms remain in effect until terminated. Either party may terminate an SOW for a material breach by the other party upon 30 days’ written notice. Upon termination, you will pay us for all Services rendered and expenses incurred up to the termination date.

11. Governing Law and Dispute Resolution

These Terms shall be governed by the laws of the Republic of India. Any dispute shall be first attempted to be resolved amicably. Failing which, the dispute shall be subject to the exclusive jurisdiction of the courts in Hyderabad, Telangana, India.

12. Contact Us

If you have any questions about these Terms, please contact us at:
True Codeology Solutions
[Your Office Address in Hyderabad, India]
[email protected]