Terms of Service

Please read these Terms of Service carefully before using CodeShiper's website or engaging with any of our services. By accessing codeshiper.com, submitting an inquiry, or entering into a service agreement with CodeShiper, you agree to be bound by these terms in full. If you do not agree, please do not use this website or engage our services.

1. About CodeShiper

CodeShiper is a custom software and AI development company that builds web applications, mobile apps, AI systems, ERP platforms, automation tools, and enterprise software solutions for businesses worldwide. These Terms of Service govern the relationship between CodeShiper and any individual or business that accesses our website or engages us to deliver software development services.

Throughout these Terms, "we," "us," and "our" refer to CodeShiper. "You" and "your" refer to the individual or business entity using our website or engaging our services. "Services" refers to all software development, AI development, consulting, staff augmentation, managed IT, and related professional services delivered by CodeShiper.

2. Scope of Services

CodeShiper provides custom software development and technology services including but not limited to:

Web application development, mobile app development for iOS and Android, AI development and machine learning solutions, generative AI development, AI chatbot development, ERP and CRM software development, HR software development, inventory management systems, healthcare software development, e-commerce development, IT consulting, managed IT services, IT staff augmentation, DevOps consulting, cloud migration and consulting, and software testing services.

The specific scope, deliverables, timelines, pricing, and terms of any individual engagement are defined in a separate Statement of Work or Service Agreement executed between CodeShiper and the client. In the event of a conflict between a signed Statement of Work and these Terms of Service, the Statement of Work governs for the specific engagement.

3. Use of This Website

By accessing codeshiper.com you agree to use the website only for lawful purposes and in a manner that does not infringe the rights of any third party or restrict or inhibit anyone's use and enjoyment of the website.

You agree not to:

• Use the website to transmit any unsolicited or unauthorized advertising or promotional material.
• Reproduce, duplicate, copy, or re-sell any part of the website in violation of these Terms.
• Access or attempt to gain unauthorized access to any part of the website or its associated systems.
• Use any automated tool, scraper, or robot to extract data from the website without our prior written consent.
• Post or transmit any content that is defamatory, fraudulent, harmful, threatening, or otherwise objectionable.
• Use the website in any way that could damage, disable, or impair the operation of the site or interfere with any other user's experience.

We reserve the right to restrict or terminate access to the website at any time without notice for conduct that violates these Terms.

4. Client Engagements and Project Terms

When you engage CodeShiper for a software development or consulting project, the following terms apply to that engagement unless otherwise agreed in writing.

4.1 Discovery and Scoping

Every engagement begins with a discovery and scoping process where CodeShiper assesses your requirements, existing systems, data environment, and technical constraints. The output of this process is a documented scope of work that defines the deliverables, timelines, and pricing for the engagement. Development does not begin until the scope is documented and accepted by both parties.

4.2 Development Methodology

CodeShiper uses an agile development methodology with two-week sprint cycles. At the end of each sprint, working software is demonstrated and reviewed by the client. Feedback must be provided within five business days of each sprint review to avoid delays to the overall project timeline.

4.3 Client Responsibilities

Successful project delivery depends on active client participation throughout the engagement. The client is responsible for:

• Providing timely access to required data, systems, and personnel.
• Providing clear and specific feedback during sprint reviews.
• Making decisions within agreed timelines.
• Ensuring that required third-party access credentials and permissions are available when needed.
• Designating a named point of contact with authority to approve deliverables and scope changes.

Delays caused by client unavailability, late feedback, or failure to provide required access may result in timeline extensions and additional costs for which CodeShiper bears no responsibility.

4.4 Scope Changes

Any change to the agreed project scope requires a formal change request documented in writing and approved by both parties before implementation. Changes made after development has begun may incur additional costs and timeline adjustments. CodeShiper will provide a written impact assessment for any scope change request before proceeding.

5. Payment Terms

5.1 Fees and Pricing

Project fees are agreed upon in the Statement of Work before any development begins. All fees are quoted in US dollars unless otherwise agreed in writing. CodeShiper reserves the right to adjust rates for ongoing engagements with a minimum of thirty days written notice.

5.2 Payment Schedule

Payment schedules are defined in the Statement of Work for each engagement. Typical payment structures include a deposit on project commencement and milestone-based payments tied to specific deliverables. Retainer-based engagements for managed IT or staff augmentation services are billed monthly in advance.

5.3 Late Payment

Invoices are due within the payment terms specified on each invoice. Overdue invoices may accrue interest at a rate of 1.5 percent per month on the outstanding balance. CodeShiper reserves the right to suspend all development and delivery activities on engagements with overdue invoices until payment is received. Suspended engagements may incur restart fees to re-engage the development team.

5.4 Expenses

Out-of-pocket expenses reasonably incurred in the delivery of services, including cloud infrastructure costs, third-party API or software licenses, travel where required, and similar costs, will be invoiced separately at cost unless a fixed-price arrangement that includes these costs has been agreed in writing.

5.5 Taxes

Fees quoted by CodeShiper are exclusive of applicable taxes, levies, or duties imposed by any governmental authority. The client is responsible for all applicable taxes on services received except where CodeShiper is legally required to collect and remit those taxes directly.

6. Intellectual Property

6.1 Client-Owned Deliverables

Upon receipt of full payment for a project, all custom code, designs, workflows, automations, and other deliverables created specifically for the client during that project are assigned to the client. The client receives full ownership of the commissioned work including all intellectual property rights, unless otherwise agreed in writing before the project begins.

6.2 CodeShiper Pre-Existing Materials

Intellectual property that CodeShiper owned prior to the engagement, including internal frameworks, reusable code libraries, development tools, templates, and methodologies, remains the exclusive property of CodeShiper. Where pre-existing materials are incorporated into client deliverables, the client receives a non-exclusive, perpetual, royalty-free license to use those materials as incorporated within the delivered system.

6.3 Third-Party Components

Where open-source or third-party licensed components are incorporated into deliverables, the client's use of those components is subject to the applicable open-source or third-party license terms. CodeShiper will document the use of any significant third-party components in the project documentation.

6.4 CodeShiper Branding and Website

All content on codeshiper.com including text, graphics, logos, images, and software is the property of CodeShiper and is protected by applicable intellectual property laws. No part of the website may be reproduced, distributed, or used for commercial purposes without prior written consent from CodeShiper.

7. Confidentiality

7.1 Mutual Confidentiality

Both CodeShiper and the client may share confidential information during the course of an engagement. Each party agrees to hold the other's confidential information in strict confidence, not to disclose it to third parties without prior written consent, and to use it only for the purposes of the engagement.

7.2 Non-Disclosure Agreements

CodeShiper is willing to sign a mutual non-disclosure agreement prior to any technical discussion of a client's project requirements. Please contact us to request an NDA before sharing sensitive project details.

7.3 Exceptions

Confidentiality obligations do not apply to information that:

• Is or becomes publicly available through no breach of these Terms.
• Was independently developed by the receiving party without access to the confidential information.
• Was already known to the receiving party prior to disclosure.
• Is required to be disclosed by law or regulatory order.

7.4 Portfolio and Case Studies

CodeShiper may reference the existence of a client engagement in its portfolio or marketing materials unless the client has specifically requested otherwise in writing. We will not disclose commercially sensitive details of a project without the client's explicit consent.

8. Data Protection and Privacy

CodeShiper handles personal data shared during website use and client engagements in accordance with our Privacy Policy available at codeshiper.com/privacy-policy. By using our website or engaging our services, you consent to the data practices described in that policy.

Where CodeShiper processes personal data on behalf of a client as a data processor, the parties will execute a data processing agreement that defines each party's responsibilities in accordance with applicable data protection regulations.

9. Warranties and Representations

9.1 CodeShiper Warranties

CodeShiper warrants that services will be delivered with reasonable skill and care by qualified personnel, that deliverables will substantially conform to the agreed specifications at the time of delivery, and that CodeShiper has the right to enter into and perform these Terms.

9.2 Warranty Period and Defect Correction

CodeShiper provides a warranty period of thirty days following delivery of each project milestone during which we will correct defects that cause the deliverables to fail to conform to the agreed specifications at no additional cost. This warranty does not cover defects caused by client modifications to the delivered code, integration with systems not specified in the scope, or changes in third-party services outside of CodeShiper's control.

9.3 No Other Warranties

Except as expressly stated in these Terms or a signed Statement of Work, CodeShiper makes no warranties, express or implied, regarding the services or deliverables, including any implied warranty of merchantability, fitness for a particular purpose, or non-infringement. We do not warrant that any software delivered will be free of all errors in all circumstances.

10. Limitation of Liability

10.1 Indirect Damages

To the maximum extent permitted by applicable law, CodeShiper shall not be liable for any indirect, incidental, consequential, special, or punitive damages arising out of or related to these Terms, the services, or any deliverables, including but not limited to lost profits, lost revenue, loss of data, loss of business, or business interruption, even if CodeShiper has been advised of the possibility of such damages.

10.2 Aggregate Liability Cap

CodeShiper's total liability to the client for any claim arising under or related to these Terms, regardless of the form of action, shall not exceed the total fees paid by the client to CodeShiper in the three months immediately preceding the event giving rise to the claim.

10.3 Essential Basis

The parties acknowledge that the limitations of liability in this section reflect a reasonable allocation of risk between the parties and are an essential element of the basis of the bargain between them. CodeShiper would not enter into any engagement without these limitations.

11. Indemnification

You agree to indemnify, defend, and hold harmless CodeShiper, its directors, employees, contractors, and agents from and against any claims, liabilities, damages, losses, and expenses including reasonable legal fees arising out of or relating to your use of the website, your breach of these Terms, any materials you provide to CodeShiper for use in a project, or any claim that materials you provided infringe the intellectual property rights of any third party.

12. Termination

12.1 Termination by Client

The client may terminate an engagement by providing thirty days written notice. Upon termination, the client shall pay CodeShiper for all work completed and in progress up to the date of termination, plus any non-recoverable costs incurred. Deliverables completed and paid for will be transferred to the client upon receipt of final payment.

12.2 Termination by CodeShiper

CodeShiper may terminate an engagement immediately by written notice if the client fails to make payment within fifteen business days of the due date, the client materially breaches these Terms or the Statement of Work and fails to remedy the breach within ten business days of written notice, or the client acts in a manner that makes it impossible or unreasonable for CodeShiper to continue delivering services.

12.3 Effect of Termination

Upon termination, each party will return or destroy the other party's confidential information. Rights and obligations that by their nature should survive termination will continue in effect, including payment obligations for work completed, intellectual property provisions, confidentiality, and limitation of liability.

13. Force Majeure

CodeShiper shall not be liable for delays or failures in performance resulting from circumstances beyond our reasonable control, including but not limited to natural disasters, war, government actions, internet infrastructure failures, cyberattacks on third-party systems, or public health emergencies. CodeShiper will notify the client as soon as reasonably practicable of any force majeure event and will resume performance as soon as the circumstances allow.

14. Third-Party Services and Links

Our website contains links to third-party websites and our services may incorporate third-party tools, APIs, and platforms. CodeShiper does not control and is not responsible for the content, availability, or practices of any third-party service. Links to third-party sites are provided for convenience only and do not constitute an endorsement.

Third-party services incorporated into client deliverables are subject to their own terms and pricing. Changes to third-party services, APIs, or pricing after delivery are outside CodeShiper's control and may require additional development work billed at standard rates.

15. Modifications to These Terms

CodeShiper reserves the right to update or modify these Terms of Service at any time. When we make material changes, we will update the Last Updated date at the top of this page. Your continued use of the website or engagement with our services after any modification constitutes your acceptance of the revised Terms.

For active client engagements, material changes to these Terms will not apply retroactively without the client's written consent.

16. Governing Law and Dispute Resolution

These Terms are governed by and construed in accordance with the laws of Bangladesh. Any dispute arising out of or relating to these Terms or an engagement with CodeShiper shall be first addressed through good faith negotiation between the parties. If negotiation does not resolve the dispute within thirty days of written notice, the dispute shall be submitted to binding arbitration in Dhaka, Bangladesh in accordance with applicable arbitration rules.

Nothing in this section prevents either party from seeking emergency injunctive relief from a court of competent jurisdiction to prevent irreparable harm.

17. Severability

If any provision of these Terms is found to be unenforceable or invalid by a court of competent jurisdiction, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

18. Entire Agreement

These Terms of Service, together with any signed Statement of Work, Service Agreement, or Non-Disclosure Agreement between the parties, constitute the entire agreement between you and CodeShiper with respect to its subject matter and supersede all prior and contemporaneous agreements, understandings, and representations.

19. Contact

If you have any questions about these Terms of Service or wish to discuss an engagement, please contact us at:

• Website: https://codeshiper.com
• Contact form: https://codeshiper.com/contact-us
• WhatsApp: +880 1711 651535