1. Order of Precedence & Executed Contracts
These terms govern access to this website, pre-contractual technical evaluations, and preliminary interactions. In the event of any direct conflict, ambiguity, or contradiction between these online terms and any executed Master Services Agreement (MSA), Statement of Work (SOW), Non-Disclosure Agreement (NDA), or service schedule signed by authorized representatives of Proficed/Codixon and the Client, the formally executed bilateral contract shall strictly supersede and control in all respects.
2. No Unilateral Contract Formation
The display, publication, or discussion of engineering capabilities, architectural patterns, delivery frameworks, pod tiers, or rate cards on this website constitutes an invitation to treat and does not constitute a unilateral, binding commercial offer. A legally binding engineering engagement is formed exclusively upon the mutual countersignature of a written SOW and formal client agreement.
3. Retained Pods & Statements of Work (SOW)
Codixon provisions autonomous software engineering pods, system modernization units, and technical architects under discrete SOWs. Each SOW specifies pod sizing, key competencies, sprint cadences, delivery backlogs, and target deliverables. Personnel allocation, sprint velocity adjustments, and backlog prioritization proceed strictly in accordance with the signed SOW governance framework.
4. Intellectual Property, Source Code & Work Made for Hire
The allocation of proprietary rights and technology ownership is defined as follows:
- Client Work Product: Subject to receipt of agreed contract fees, all custom application source code, bespoke schemas, API definitions, deployment scripts, and architectural artifacts engineered exclusively for the Client under a confirmed SOW constitute Work Made for Hire and transfer wholly to the Client.
- Pre-Existing Frameworks & Scaffolding: Proficed and Codixon retain exclusive ownership of their pre-existing software libraries, architectural frameworks (including CoreX engines), foundational boilerplate logic, and generalized developer tooling. Clients receive a perpetual, non-exclusive, irrevocable, worldwide, royalty-free license to use, compile, and run such embedded pre-existing components as part of the delivered system.
5. Billing, Invoicing & Acceptance Protocols
Unless an individual SOW stipulates alternative credit terms, professional services are invoiced monthly in advance for dedicated delivery pods or on milestone verification for fixed-scope deliverables. Invoices are payable in full via electronic transfer within thirty (30) days of the invoice date. Past-due balances may incur a late service fee of 1.5% per month or the statutory legal maximum.
6. Engineering Warranties & Disclaimers
Codixon warrants that services will be performed in a professional, workmanlike manner conforming to prevailing industry software engineering standards. Except as explicitly affirmed in an executed bilateral contract, all preliminary advice, exploratory architectural evaluations, and website documentation are provided "AS IS" without warranties of merchantability, fitness for a particular purpose, or zero-vulnerability guarantees across third-party upstream platforms (e.g., Azure, AWS, Google Cloud, or external open-source packages).
7. Aggregate Limitation of Liability
To the maximum extent permitted by applicable jurisdiction, neither party shall be liable to the other for indirect, special, punitive, exemplary, incidental, or consequential damages (including loss of profits, enterprise downtime, data degradation, or system interruption). Under this web framework, our aggregate cumulative liability arising from exploratory interactions shall not exceed the sum of $1,000 USD or the amount actually paid to us under the specific interaction.
8. Governing Law & Dispute Resolution
This web document and any dispute arising from preliminary digital interaction shall be governed by and construed in accordance with the substantive commercial laws of the Republic of India, without regard to conflicts of law principles. Any dispute or arbitration proceeding shall be submitted to the exclusive jurisdiction of the competent commercial courts located in the State of Gujarat, India, unless an executed master agreement explicitly designates an alternative international venue.