Legal

Terms of Service

📅 Effective Date: 1 June 2025 🔄 Last Updated: 1 June 2025 ⚖️ Governing Law: India (Karnataka)

Table of Contents

Please read these Terms carefully. By accessing codetoday.io, submitting an enquiry, booking a consultation, or entering into any engagement with CodeToday Technologies LLP, you agree to be bound by these Terms of Service. If you do not agree, please discontinue use of this website and do not engage our services.

1 Acceptance of Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you (the "Client", "User", or "you") and CodeToday Technologies LLP, a limited liability partnership registered under the Limited Liability Partnership Act, 2008 in India, operating as codetoday.io ("Company", "we", "us", or "our").

These Terms govern:

Where a separate Statement of Work (SOW), Master Services Agreement (MSA), or project contract exists between you and the Company, the terms of that executed agreement supersede these Terms for the specific Engagement, except where these Terms address matters not covered in the executed agreement.

By accepting a proposal, signing an SOW, or making payment for any service, you confirm that you have the authority to bind your organisation to these Terms.

2 Services Offered

codetoday.io provides expert engineering consulting and implementation services in the following domains:

Service CategoryDescription
DevOps & Platform Engineering CI/CD pipeline design and implementation, Kubernetes orchestration, Internal Developer Platforms (IDPs), infrastructure as code (Terraform, Pulumi), GitOps, SRE practices, incident management
MLOps & AI Platforms ML pipeline engineering, model versioning and registry, model monitoring and retraining automation, feature stores, MLflow/Kubeflow/SageMaker implementations, LLMOps
Data Engineering Data lakehouse architectures, ETL/ELT pipeline development, Apache Spark/Flink, AWS Glue, dbt, real-time streaming (Kafka, Kinesis), data quality and governance
Big Data & Analytics Data warehouse design (Redshift, BigQuery, Snowflake, Synapse), BI platform integration, query optimisation, analytics engineering
Generative AI & LLM Agents Multi-agent AI systems, RAG architectures, fine-tuning pipelines, AWS Bedrock and Vertex AI deployments, LLM evaluation frameworks, autonomous workflow automation
Cloud Infrastructure & FinOps Multi-cloud architecture design, cost optimisation audits, AWS/GCP/Azure migrations, cloud security posture, FinOps maturity improvement
Consulting & Advisory Technical due diligence, architecture review, team coaching, hiring advisory, technology roadmap development

The specific services delivered in any Engagement will be defined in the applicable Statement of Work. The Company reserves the right to decline any engagement at its sole discretion without obligation to provide reasons.

3 Engagement Process & Scope

3.1 Discovery & Scoping

Before entering into a paid Engagement, the Company typically conducts a discovery call (free of charge, up to 2 hours) to understand the Client's requirements and assess fit. The Company may share a written proposal and SOW following discovery.

3.2 Statement of Work

Each Engagement is governed by an individual Statement of Work that specifies: deliverables, timelines, milestones, pricing, acceptance criteria, and any special terms. The SOW is incorporated into and subject to these Terms unless it expressly supersedes a provision herein.

3.3 Scope Changes

Any material change to the agreed scope — including additional features, integrations, or timelines beyond the original SOW — constitutes a "Change Request". Change Requests must be agreed in writing by both parties before execution. The Company will provide a revised estimate within 5 business days of a Change Request submission. Work on changed scope will not commence until a written Change Order is countersigned.

3.4 Client Obligations

Successful delivery depends on the Client's timely provision of:

Delays caused by the Client's failure to meet these obligations may result in timeline adjustments and additional charges, which will be communicated in advance.

4 Fees & Payment Terms

4.1 Pricing Models

The Company offers engagements under the following pricing structures:

4.2 Invoicing

Unless otherwise agreed in the SOW:

4.3 Payment Methods & Currency

Invoices are denominated in Indian Rupees (INR) for domestic clients and US Dollars (USD) or Euros (EUR) for international clients. Payment is accepted via bank transfer (SWIFT/NEFT/RTGS), Stripe (international cards), Razorpay (India), or other methods mutually agreed in writing.

4.4 Late Payment

Invoices not paid within the due date will accrue interest at the rate of 2% per month (24% per annum) on the outstanding balance, calculated from the due date. The Company reserves the right to suspend services upon 7 days' written notice if an invoice remains unpaid beyond 21 days from the due date.

4.5 Taxes

All fees are exclusive of applicable taxes. Indian clients will be charged GST at the applicable rate (currently 18% for professional services). International clients are responsible for all taxes, duties, and withholding obligations in their jurisdiction. Where withholding tax is applied by the Client, the net payment must equal the agreed fee and the Client must provide a tax withholding certificate.

4.6 Expenses

Pre-approved out-of-pocket expenses (e.g., travel, cloud resource costs for proof-of-concept environments, third-party software licenses) will be reimbursed at cost with supporting receipts, unless a fixed expense allowance is specified in the SOW.

5 Intellectual Property

5.1 Client Background IP

All intellectual property owned by the Client prior to the commencement of an Engagement ("Client Background IP"), including source code, data, business processes, trade secrets, and proprietary methodologies, remains the exclusive property of the Client. The Company is granted a limited, non-exclusive licence to use Client Background IP solely for the purposes of performing the Engagement.

5.2 Deliverable IP — Default Assignment

Upon receipt of full payment for an Engagement, all custom deliverables developed specifically for the Client under the SOW — including custom code, scripts, architectures, pipelines, and documentation ("Client Deliverables") — shall be assigned to the Client. The Company warrants that it has the right to make such assignment.

5.3 Company Background IP & Tools

The Company retains all rights, title, and interest in:

Where Company Background IP is incorporated into Client Deliverables, the Company grants the Client a perpetual, royalty-free, non-exclusive licence to use such components solely in connection with the delivered solution, provided payments are fulfilled.

5.4 Open Source Software

Where deliverables incorporate open source software, the Client acknowledges and accepts the applicable open source licence terms. The Company will identify significant open source components in the SOW or delivery documentation.

5.5 Portfolio Rights

The Company may, with the Client's prior written consent, reference the engagement in its marketing materials, website, and case studies. The Company will not disclose confidential technical details or commercially sensitive information without express consent. The Client may approve or decline portfolio use on a case-by-case basis.

6 Confidentiality

6.1 Definition

"Confidential Information" means any non-public information disclosed by either party (the "Disclosing Party") to the other (the "Receiving Party") in connection with an Engagement that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure. This includes, without limitation: technical architecture, source code, business plans, financial data, client lists, product roadmaps, pricing, and employee information.

6.2 Obligations

Each party agrees to:

6.3 Exceptions

Confidentiality obligations do not apply to information that:

6.4 Duration

Confidentiality obligations survive termination of the Engagement for a period of 3 years from the date of last disclosure. Obligations regarding trade secrets survive indefinitely.

6.5 Non-Solicitation

During the Engagement and for 12 months thereafter, neither party shall directly solicit for employment the other party's staff who were involved in the Engagement, without prior written consent. "Solicit" does not include general job postings or advertisements.

7 Warranties & Representations

7.1 Company Warranties

The Company warrants that:

7.2 Defect Remedy Period

If a deliverable does not materially conform to the agreed specifications ("Defect"), the Client must notify the Company in writing within 30 days of delivery. The Company will remedy confirmed Defects at no additional charge within a reasonable timeframe. This warranty does not apply to defects caused by: (a) Client modifications; (b) use outside the intended environment; (c) third-party infrastructure failures; or (d) force majeure events.

7.3 Disclaimer

EXCEPT AS EXPRESSLY SET OUT IN THESE TERMS, ALL SERVICES AND DELIVERABLES ARE PROVIDED "AS IS". THE COMPANY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR UNINTERRUPTED OR ERROR-FREE OPERATION. THE COMPANY DOES NOT WARRANT THAT SERVICES WILL MEET ALL OF THE CLIENT'S REQUIREMENTS OR THAT ALL DEFECTS WILL BE CORRECTED.

8 Limitation of Liability

Important: Please read this section carefully as it limits the Company's liability.

8.1 Exclusion of Consequential Loss

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY, ITS PARTNERS, EMPLOYEES, OR CONTRACTORS BE LIABLE FOR ANY: INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO: LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF BUSINESS OPPORTUNITY, LOSS OF GOODWILL, SYSTEM DOWNTIME COSTS, OR COST OF PROCURING SUBSTITUTE SERVICES, ARISING OUT OF OR RELATED TO THESE TERMS OR ANY ENGAGEMENT, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.2 Cap on Liability

THE COMPANY'S TOTAL AGGREGATE LIABILITY TO THE CLIENT FOR ALL CLAIMS ARISING UNDER OR RELATED TO THESE TERMS OR ANY ENGAGEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY THE CLIENT TO THE COMPANY UNDER THE RELEVANT SOW IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

8.3 Exceptions

Nothing in these Terms limits either party's liability for:

8.4 Third-Party Services

The Company is not liable for failures, outages, or defects in third-party services, platforms, or infrastructure (including AWS, Google Cloud, Azure, GitHub, or any other external service) that affect the delivery or performance of deliverables.

9 Indemnification

9.1 Client Indemnification

The Client agrees to indemnify, defend, and hold harmless the Company and its partners, employees, and contractors from and against any claims, damages, losses, and expenses (including reasonable legal fees) arising from or related to:

9.2 Company Indemnification

The Company agrees to indemnify, defend, and hold harmless the Client from and against any third-party claims that the Company's Background IP incorporated into deliverables (excluding Client Background IP and open source components) infringes a third party's intellectual property rights, provided the Client: (a) promptly notifies the Company in writing; (b) grants the Company sole control of the defence; and (c) cooperates reasonably with the defence.

10 Term & Termination

10.1 Engagement Term

Each Engagement commences on the date specified in the SOW and continues until completion of the deliverables or expiry of the agreed period, unless terminated earlier.

10.2 Termination for Convenience

Either party may terminate an Engagement for convenience by providing 30 days' written notice to the other party. Upon termination for convenience:

10.3 Termination for Cause

Either party may terminate an Engagement immediately for cause if the other party:

10.4 Effect of Termination

Upon termination, each party will promptly return or destroy (at the Disclosing Party's instruction) the other party's Confidential Information, except where retention is required by law. Clauses 5, 6, 7.3, 8, 9, 13, 14, and 16 survive termination of any Engagement and these Terms.

11 Data Protection

Each party will comply with all applicable data protection laws in connection with the Engagement.

Where the Company processes personal data on behalf of the Client in the course of an Engagement (as a data processor), the parties will execute a separate Data Processing Agreement (DPA) that governs such processing. The DPA will be attached to or incorporated into the relevant SOW.

The Company's collection and use of personal data provided through the codetoday.io website is governed by our Privacy Policy, which is incorporated into these Terms by reference.

The Client warrants that it has the legal right to provide any personal data to the Company in connection with an Engagement, and that the Company's processing of such data as described in the DPA will not violate applicable data protection laws.

12 Acceptable Use of Website

By accessing codetoday.io, you agree not to:

The Company reserves the right to restrict or block access to the website for any user who violates these acceptable use requirements.

13 Governing Law

These Terms and all Engagements entered into under them shall be governed by and construed in accordance with the laws of India, specifically the laws of the State of Karnataka, without regard to its conflict of law provisions.

The parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply to these Terms or any Engagement.

For international Clients, nothing in this clause prevents either party from seeking interim injunctive or conservatory relief in any jurisdiction where the other party's assets or operations are located.

14 Dispute Resolution

14.1 Good Faith Negotiation

The parties agree to attempt to resolve any dispute, controversy, or claim arising out of or related to these Terms or any Engagement ("Dispute") first through good faith negotiation. The party raising the Dispute will provide written notice describing the Dispute in reasonable detail. The parties will have 30 days from such notice to attempt resolution through designated representatives (escalating to senior management if necessary).

14.2 Mediation

If good faith negotiation fails to resolve the Dispute within 30 days, the parties may elect to submit the Dispute to mediation administered by an independent mediator agreed by both parties. Mediation costs shall be shared equally. Participation in mediation is voluntary and does not waive either party's rights to pursue arbitration or litigation.

14.3 Arbitration

If the Dispute remains unresolved after the above steps, it shall be finally settled by binding arbitration administered by the Bangalore International Mediation, Arbitration and Conciliation Centre (BIMAC) (or, if unavailable, the Indian Council of Arbitration) under its then-current arbitration rules, by a sole arbitrator agreed upon by the parties (or, failing agreement within 14 days, appointed by the administering body).

The arbitral award shall be final and binding and enforceable in any court of competent jurisdiction.

14.4 Small Claims & Injunctive Relief

Notwithstanding the above, either party may seek interim injunctive, emergency, or other equitable relief from a court of competent jurisdiction in Bangalore, Karnataka to prevent irreparable harm pending arbitration. Disputes below INR 5,00,000 (five lakh rupees) may, at the Company's election, be resolved through the appropriate civil court in Bangalore rather than arbitration.

15 Amendments to These Terms

The Company reserves the right to amend these Terms at any time. Changes will be effective upon publication of the updated Terms at this URL, with the "Last Updated" date revised accordingly.

For existing Engagements governed by a signed SOW, material changes to these Terms will not affect the Engagement unless the Client is notified in writing and the Client continues the Engagement after the effective date of changes (which shall constitute acceptance).

For new Engagements, the version of these Terms in effect at the time of SOW execution governs that Engagement, unless the parties agree to updated Terms in writing.

We recommend bookmarking this page and checking it periodically. You may also request a copy of any previous version of these Terms by emailing team@codetoday.io.

16 General Provisions

16.1 Entire Agreement

These Terms, together with any applicable SOW, DPA, and NDAs executed by the parties, constitute the entire agreement between the parties regarding the subject matter hereof and supersede all prior negotiations, representations, or agreements, whether oral or written.

16.2 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it enforceable.

16.3 Waiver

No failure or delay by either party to exercise any right or remedy constitutes a waiver of that right or remedy. A waiver is only effective if given in writing and shall apply only to the specific instance for which it is given.

16.4 Assignment

Neither party may assign or transfer these Terms or any Engagement without the prior written consent of the other party, except that the Company may assign these Terms to a successor entity in the event of a merger, acquisition, or sale of all or substantially all of its assets, provided the successor assumes all obligations hereunder.

16.5 Force Majeure

Neither party shall be in breach of these Terms or any SOW to the extent that performance is prevented or delayed by causes beyond its reasonable control, including acts of God, natural disasters, pandemic, war, civil unrest, government action, power or internet outages, or failures of third-party infrastructure providers ("Force Majeure Event"). The affected party must provide prompt written notice and use reasonable efforts to mitigate the impact.

16.6 Relationship of Parties

The Company provides services as an independent contractor. Nothing in these Terms creates an employment, agency, partnership, joint venture, or franchise relationship between the Company and the Client or any of the Company's personnel.

16.7 Notices

All formal notices under these Terms shall be in writing and delivered by: (a) email with confirmed receipt to the addresses specified in the SOW; or (b) registered post to the registered address of the receiving party. Email notices are effective on the business day following transmission.

16.8 Headings

Section headings in these Terms are for convenience only and shall not affect the interpretation of any provision.

Questions about these Terms?

Reach out to our team and we'll be happy to clarify anything.

📧 Email team@codetoday.io