These Terms of Service ("Terms") govern your access to and use of Codixera's website and services. By accessing our website or engaging our services, you agree to be bound by these Terms.
1. Definitions
- "Codixera," "we," "us," "our" refers to Codixera Ltd., a company registered in England and Wales.
- "Client," "you," "your" refers to the individual or entity accessing our website or engaging our services.
- "Services" refers to the product engineering, software development, consulting, and related services we provide.
- "Deliverables" refers to any software, documentation, designs, or other work product created as part of our Services.
- "Website" refers to codixera.com and all associated pages.
2. Services
2.1 Scope of Services
Codixera provides product engineering and software development services, including but not limited to:
- Custom software and SaaS development
- AI and machine learning engineering
- System architecture design and consulting
- DevOps and infrastructure services
- Quality assurance and testing
- Team augmentation and dedicated teams
- Legacy system modernisation
2.2 Service Agreements
Specific services are governed by separate Service Agreements, Statements of Work (SOW), or Master Service Agreements (MSA) entered into between Codixera and the Client. In case of conflict between these Terms and a specific Service Agreement, the Service Agreement shall prevail.
3. Website Use
3.1 Permitted Use
You may access and use our website for lawful purposes only. You agree not to:
- Use the website in any way that violates applicable laws or regulations
- Attempt to gain unauthorised access to any portion of the website
- Interfere with or disrupt the website's security features
- Copy, modify, or distribute website content without permission
- Use automated systems to access the website in excess
- Transmit malware, viruses, or other harmful code
3.2 Intellectual Property
All content on this website, including text, graphics, logos, images, and software, is the property of Codixera or its licensors and is protected by intellectual property laws. You may not reproduce, distribute, or create derivative works without our written consent.
4. Client Responsibilities
When engaging our Services, you agree to:
- Provide accurate and complete information necessary for service delivery
- Make timely decisions and provide feedback as requested
- Ensure availability of key stakeholders for meetings and reviews
- Provide access to necessary systems, data, and resources
- Review and approve deliverables within agreed timeframes
- Pay invoices according to agreed payment terms
- Comply with confidentiality obligations
5. Intellectual Property Rights
5.1 Client Materials
You retain ownership of all materials, data, and content you provide to us ("Client Materials"). You grant us a licence to use Client Materials solely for the purpose of providing Services.
5.2 Deliverables
Unless otherwise agreed in a Service Agreement:
- Upon full payment, you receive ownership of custom Deliverables specifically created for you
- We retain ownership of pre-existing materials, tools, frameworks, and methodologies
- We grant you a perpetual, non-exclusive licence to use any pre-existing materials incorporated into Deliverables
5.3 Third-Party Components
Deliverables may incorporate open-source or third-party components subject to their respective licences. We will identify such components and their licence terms upon request.
6. Confidentiality
Both parties agree to maintain confidentiality of proprietary information disclosed during the engagement. Confidential information includes, but is not limited to:
- Business strategies, plans, and financial information
- Technical specifications and source code
- Customer and supplier information
- Pricing and commercial terms
Confidentiality obligations survive termination of Services for a period of three (3) years.
7. Payment Terms
- Payment terms are specified in individual Service Agreements
- Invoices are typically due within 14 days of issue unless otherwise agreed
- Late payments may incur interest at 4% above the Bank of England base rate
- We reserve the right to suspend Services for overdue accounts
- All fees are exclusive of VAT unless stated otherwise
8. Warranties and Disclaimers
8.1 Our Warranties
We warrant that:
- Services will be performed with reasonable skill and care
- Deliverables will substantially conform to agreed specifications
- We have the right to provide the Services and grant the licences described herein
8.2 Disclaimer
To the maximum extent permitted by law:
- The website is provided "as is" without warranties of any kind
- We do not guarantee uninterrupted or error-free website access
- We do not warrant that the website is free of viruses or harmful components
- Information on the website is for general purposes and may not be complete or current
9. Limitation of Liability
- Our total liability under these Terms shall not exceed the fees paid for the specific Services giving rise to the claim
- We shall not be liable for indirect, incidental, consequential, or punitive damages
- We shall not be liable for loss of profits, data, or business opportunities
- Nothing in these Terms excludes liability for death or personal injury caused by negligence, fraud, or any other liability that cannot be excluded by law
10. Indemnification
You agree to indemnify and hold Codixera harmless from claims arising from:
- Your breach of these Terms
- Your use of the website or Services
- Client Materials that infringe third-party rights
- Your violation of applicable laws or regulations
11. Termination
- We may terminate or suspend website access for violations of these Terms
- Service termination is governed by individual Service Agreements
- Upon termination, provisions relating to intellectual property, confidentiality, and limitation of liability survive
12. Governing Law and Disputes
- These Terms are governed by the laws of England and Wales
- Any disputes shall be subject to the exclusive jurisdiction of the courts of England and Wales
- We encourage resolution of disputes through good-faith negotiation before legal proceedings
13. Changes to Terms
We reserve the right to modify these Terms at any time. Changes become effective upon posting to the website. Continued use of the website after changes constitutes acceptance of the modified Terms.
14. Miscellaneous
- Severability: If any provision is found unenforceable, remaining provisions continue in effect.
- Waiver: Failure to enforce any provision does not constitute a waiver of that provision.
- Assignment: You may not assign these Terms without our written consent.
- Entire Agreement: These Terms, together with any Service Agreements, constitute the entire agreement between the parties.
15. Contact Information
For questions about these Terms, please contact us: