Service Terms

These Service Terms apply to all services provided by Shijoy Sreedhar M K, trading as GO Kodex ("GO Kodex", "we", "us"), to a client ("you"). They form part of every proposal, quotation, statement of work or order (each a "Proposal") that you accept. If a separately signed agreement conflicts with these terms, the signed agreement prevails.

1. Proposals and scope

• Each engagement is defined in a written Proposal setting out the scope, deliverables, timeline and fees. Unless stated otherwise, a Proposal is valid for 30 days from its date.
• A Proposal is accepted when you confirm it in writing (including by email) or make the advance payment.
• Anything not described in the Proposal is outside its scope. Additional work is handled through a change request (see section 3).

2. Your responsibilities

To help us deliver on time, you agree to:

• provide accurate information, timely decisions and feedback, and a point of contact;
• provide the access, credentials and data we reasonably need, and ensure you have the right to share that data with us;
• maintain your own backups of business data before and during any implementation or migration;
• obtain and pay for any third-party software, hosting, domain, platform or subscription the solution depends on, unless the Proposal says otherwise; and
• review and test deliverables within the agreed time.

Delays in these responsibilities may extend the timeline and, where significant, the fees.

3. Change requests

Either party may request changes to the scope. We will tell you the effect on timeline and fees, and the change takes effect only once you approve it in writing.

4. Fees, invoicing and payment

• Fees are as set out in the Proposal and are exclusive of GST and other applicable taxes, which are charged additionally as per law.
• Unless the Proposal says otherwise, projects require an advance payment before work begins, with the balance invoiced on agreed milestones.
• Invoices are payable within 15 days of the invoice date.
• If payment is overdue, we may pause work, support or access to deliverables until the overdue amount is paid. Timelines will be extended accordingly.
• Cancellations and refunds are governed by our Refund & Cancellation Policy.

5. Third-party software and platforms

Our solutions often use third-party or open-source software and platforms such as ERPNext, the Frappe Framework, Shopify, WordPress, payment gateways and cloud hosting. These are provided by their owners under their own licences and terms. We are not responsible for their availability, pricing, changes, security or performance, and we do not provide any warranty on their behalf.

6. Intellectual property

• On receipt of full payment, you own the custom deliverables created specifically for you under the Proposal, such as custom code, configurations, reports and designs.
• We keep ownership of our pre-existing tools, code libraries, templates, methods and general know-how. Where these are included in your deliverables, you receive a perpetual, non-exclusive licence to use them as part of the solution.
• Open-source components remain subject to their respective open-source licences.
• Unless you ask us not to, we may mention you as a client and describe the work in general terms, without disclosing your confidential information.

7. Confidentiality

Each party will keep the other's confidential information private and use it only for the engagement. This does not apply to information that is public, already known to the receiving party, or required to be disclosed by law. We are happy to sign a separate Non-Disclosure Agreement on request. This obligation continues after the engagement ends.

8. Data protection

Where we process personal data held in your systems, we act as your Data Processor under the Digital Personal Data Protection Act, 2023. We will process such data only to deliver the services and on your instructions, keep it confidential, protect it with reasonable security safeguards, inform you without undue delay of any personal data breach we become aware of, and delete or return it when the engagement ends, unless the law requires us to keep it. As Data Fiduciary, you are responsible for having a lawful basis to collect that data and to share it with us. A separate Data Processing Agreement can be signed on request.

9. Acceptance and warranty

• Deliverables are treated as accepted when you approve them in writing, start using them in live operations, or do not report a defect within 7 days of delivery.
• For 30 days after go-live, we will fix, at no extra cost, any defect that causes a deliverable not to work as described in the Proposal.
• The warranty does not cover issues caused by changes made by you or anyone else, third-party software or platform updates, hosting or infrastructure problems, misuse, or new requirements.

10. Support and maintenance

Ongoing support, maintenance or annual maintenance contracts (AMC) are provided under a separate Proposal that defines the coverage, response times and fees. Support outside the agreed coverage is chargeable.

11. Limitation of liability

To the maximum extent permitted by law, our total liability arising from an engagement is limited to the fees you have paid us under the relevant Proposal in the three months before the claim arose. We are not liable for any indirect, incidental or consequential loss, or for loss of profits, revenue, business or data. Nothing in these terms limits liability for fraud or any liability that cannot be limited under law.

12. Termination

• Either party may terminate an engagement with 15 days' written notice.
• Either party may terminate immediately by written notice if the other materially breaches these terms and does not remedy the breach within 15 days of being notified.
• On termination, you will pay for all work completed and expenses incurred up to the termination date, and we will hand over the completed deliverables that have been paid for.

13. Force majeure

Neither party is liable for delay or failure caused by events beyond its reasonable control, such as natural disasters, epidemics, government action, power or internet outages, or failures of third-party platforms.

14. Governing law and disputes

These terms are governed by the laws of India. The parties will first try to resolve any dispute through good-faith discussion. If it is not resolved within 30 days, it shall be referred to arbitration by a sole arbitrator under the Arbitration and Conciliation Act, 1996. The seat and venue of arbitration shall be Thalassery, Kerala, and the language shall be English. Subject to this, the courts at Thalassery, Kerala shall have exclusive jurisdiction.

15. General

We are an independent contractor. Neither party may assign an engagement without the other's written consent, except that we may use qualified subcontractors while remaining responsible for their work. If any provision is found unenforceable, the rest remains in effect. We may update these Service Terms from time to time; the version in effect when you accept a Proposal applies to that Proposal.

16. Contact