Terms of Service

1. About KodekX Solutions

KodekX Solutions is a US-based software development agency specializing in web development, mobile applications, cloud solutions, and digital transformation services.

1.1 Company Information

• Business Name: KodekX Solutions
• Location: Miami, United Kingdom
• Contact: hello@kodekx.com
• Phone: +44 7947 999 208

1.2 Services Offered

We provide professional software development services including:

• Custom web application development
• Mobile app development (iOS and Android)
• Cloud infrastructure and DevOps services
• E-commerce platform development
• API development and integration
• Software consulting and strategy
• Quality assurance and testing
• Application modernization

2. Acceptance of Terms

By using our website or services, you confirm that:

• You are at least 18 years old or have parental/guardian consent
• You have the legal authority to enter into these Terms
• You will comply with all applicable laws and regulations
• All information provided is accurate and complete

3. Service Agreements

3.1 Project Engagement

Specific software development projects are governed by separate project agreements that include:

• Scope of Work: Detailed project requirements and deliverables
• Timeline: Project milestones and delivery schedules
• Pricing: Cost structure and payment terms
• Intellectual Property: Rights and ownership arrangements
• Support: Post-launch maintenance and support terms

3.2 Service Modifications

We reserve the right to:

• Modify or discontinue services with reasonable notice
• Update our methodologies and technologies
• Adjust pricing for new projects
• Refuse service to any party at our discretion

4. User Responsibilities

4.1 Client Obligations

As our client, you agree to:

• Provide Information: Supply accurate and complete project requirements
• Timely Feedback: Respond promptly to requests for input and approval
• Resource Access: Grant necessary access to systems and data
• Payment Terms: Honor agreed payment schedules
• Legal Compliance: Ensure your business complies with applicable laws

4.2 Prohibited Uses

You may not use our services for:

• Illegal activities or violation of laws
• Creating malicious software or security threats
• Infringing on intellectual property rights
• Distributing spam, viruses, or harmful content
• Unauthorized access to systems or data
• Competing services or reverse engineering

5. Intellectual Property Rights

5.1 Client-Owned IP

You retain ownership of:

• Your business data and content
• Pre-existing intellectual property
• Domain names and trademarks
• Custom software developed specifically for you (upon full payment)

5.2 KodekX-Owned IP

We retain ownership of:

• Our proprietary methodologies and frameworks
• General knowledge and expertise
• Reusable code components and libraries
• Our brand, trademarks, and business assets

5.3 Third-Party Software

We may integrate third-party software and services subject to their respective licenses and terms.

6. Payment Terms

6.1 Pricing and Billing

• Project Quotes: All prices are provided in writing and valid for 30 days
• Payment Schedule: Typically structured as milestone-based payments
• Currency: All prices quoted in British Pounds (GBP) unless otherwise specified
• Taxes: VAT and other applicable taxes are additional

6.2 Payment Methods

We accept payments via:

• Bank transfer (preferred method)
• Credit/debit cards
• Business checks (US clients)
• International wire transfers

6.3 Late Payments

Late payment terms:

• Grace Period: 7 days after due date
• Late Fees: 1.5% per month on overdue amounts
• Work Suspension: We may suspend work for payments over 30 days late
• Collection: Legal action may be taken for significantly overdue accounts

7. Confidentiality

7.1 Mutual Confidentiality

Both parties agree to:

• Protect confidential information shared during the engagement
• Use confidential information only for the agreed project purposes
• Return or destroy confidential materials upon request
• Maintain confidentiality for 5 years after project completion

7.2 Exceptions

Confidentiality obligations do not apply to information that:

• Is already publicly available
• Was known prior to disclosure
• Is independently developed
• Must be disclosed by law

8. Warranties and Disclaimers

8.1 Our Warranties

We warrant that:

• Services will be performed with professional skill and care
• We have the right to provide the agreed services
• Our work will substantially conform to agreed specifications
• We will correct defects in our work for 90 days post-delivery

8.2 Disclaimer

8.3 Third-Party Services

We do not warrant third-party services, software, or platforms integrated into your solution.

9. Limitation of Liability

9.1 Liability Limits

Our total liability for any claim is limited to:

• The amount paid by you for the specific service causing the claim
• £10,000 maximum for any single incident
• £25,000 maximum aggregate liability per calendar year

9.2 Excluded Damages

We are not liable for:

• Indirect, incidental, or consequential damages
• Lost profits, revenue, or business opportunities
• Data loss or corruption (unless caused by our negligence)
• Third-party claims or actions
• Force majeure events

10. Indemnification

10.1 Client Indemnification

You agree to indemnify us against claims arising from:

• Your use of our services in violation of these Terms
• Your business operations and content
• Violation of third-party rights
• Non-compliance with applicable laws

10.2 Our Indemnification

We will indemnify you against claims that our services infringe third-party intellectual property rights, subject to our liability limits.

11. Termination

11.1 Termination for Convenience

Either party may terminate with 30 days written notice. Upon termination:

• You pay for work completed and expenses incurred
• We deliver all work completed to that point
• Each party returns confidential information
• Surviving clauses remain in effect

11.2 Termination for Cause

Either party may terminate immediately for:

• Material breach of contract
• Insolvency or bankruptcy
• Failure to pay undisputed amounts
• Violation of confidentiality

12. Force Majeure

Neither party is liable for delays or failures due to events beyond reasonable control, including:

• Natural disasters
• Government actions
• War, terrorism, or civil unrest
• Labor strikes
• Internet or telecommunications outages
• Pandemic or health emergencies

13. Governing Law and Disputes

13.1 Governing Law

These Terms are governed by the laws of England and Wales.

13.2 Dispute Resolution

1. Negotiation: Good faith discussions for 30 days
2. Mediation: If negotiation fails, mediation through a qualified mediator
3. Arbitration: Binding arbitration under US arbitration rules
4. Court: US courts have exclusive jurisdiction for any remaining disputes

14. General Provisions

14.1 Entire Agreement

These Terms, along with any signed project agreements, constitute the entire agreement between the parties.

14.2 Amendments

Changes to these Terms must be in writing and signed by both parties, except for minor updates posted on our website with 30 days notice.

14.3 Severability

If any provision is found unenforceable, the remainder of these Terms remains in effect.

14.4 Assignment

You may not assign these Terms without our written consent. We may assign our rights with reasonable notice.

14.5 Notices

Legal notices must be sent in writing to the addresses specified in our project agreements.

15. Contact Information