Terms & Conditions

1Definitions & Interpretation

In these Terms and Conditions (“Agreement”), the following definitions shall apply unless the context otherwise requires:

• “Company” means Candycode Techlab Private Limited, a company duly incorporated under the Companies Act, 2013, having its registered office at Dhanbad, Jharkhand, India, together with its directors, employees, agents, and authorised representatives.
• “Client” means the individual, firm, company, partnership, or any other legal entity that has engaged the Company for services or accessed the Company’s website.
• “Services” means web development, mobile application development, software development, UI/UX design, digital marketing, maintenance, consulting, and all ancillary services provided by the Company.
• “Agreement” means these Terms and Conditions together with any proposal, quotation, project brief, work order, or invoice accepted by the Client, all of which are incorporated herein by reference.
• “Electronic Record” has the meaning ascribed under Section 2(1)(t) of the Information Technology Act, 2000.
• “Digital Signature” has the meaning ascribed under Section 2(1)(p) of the Information Technology Act, 2000.
• “Deliverable” means any work product, output, code, design, document, or item created or procured by the Company in performance of the Services.
• “Change Request” means any request by the Client to add, remove, or modify scope beyond what is expressly agreed in the original proposal or work order.
• “Invoice Date” means the date printed or electronically transmitted on any invoice issued by the Company to the Client.

Words importing the singular include the plural and vice versa. Headings are for convenience only and shall not affect interpretation. References to statutes include amendments and re-enactments thereof.

2Acceptance of Terms

By accessing the Company’s website, engaging the Company’s Services, submitting an enquiry, accepting any proposal or quotation, making any payment, or replying affirmatively to any communication from the Company — including but not limited to email replies containing words of acceptance such as “Yes, I agree”, “Agreed”, “Confirmed”, “Proceed”, or words of similar effect — the Client irrevocably accepts these Terms and Conditions in their entirety and agrees to be bound thereby.

The Client represents and warrants that it has the requisite legal capacity and authority to enter into a binding agreement and that these Terms and Conditions have been duly authorised by the Client or its authorised representative.

If the Client does not agree with any provision of these Terms and Conditions, the Client must immediately cease using the Company’s website and Services and refrain from entering into any engagement with the Company.

3Validity of Electronic Acceptance & Email Agreements

In accordance with Section 10A of the Information Technology Act, 2000, contracts formed through electronic means — including acceptance communicated via electronic mail — are valid, enforceable, and legally binding contracts under Indian law, with equal force and effect as contracts executed in writing and signed in ink.

Any reply by the Client to a Company communication confirming acceptance — whether stated as “Yes, I agree”, “Agreed”, “Confirmed”, “Proceed”, or any reasonably construed affirmative response — constitutes a valid and binding acceptance of offer within the meaning of Section 4 of the Indian Contract Act, 1872, and fulfils the requirements of a valid contract under Section 10 of the Indian Contract Act, 1872.

Such electronic acceptance constitutes an Electronic Record within the meaning of Section 2(1)(t) of the IT Act, 2000, and shall be admissible as primary evidence of a signed agreement pursuant to Section 65B of the Indian Evidence Act, 1872 in all courts, tribunals, and arbitral proceedings.

The Client expressly waives any defence that an agreement reached via email lacks legal validity or enforceability by reason only of it being communicated electronically.

4Nature of Engagement

Each project or engagement between the Company and the Client shall be governed by these Terms and Conditions, supplemented by the specific terms contained in the Company’s proposal, quotation, or work order (“Project Document”). In the event of any conflict between these Terms and Conditions and the Project Document, the Project Document shall prevail to the extent of the inconsistency.

These Terms and Conditions are not negotiable on a per-project basis unless expressly agreed in writing by an authorised director of the Company. No oral agreement, representation, or understanding shall have the effect of varying or overriding any provision of these Terms and Conditions.

5Scope of Services

The scope of Services to be provided by the Company shall be as specified in the Project Document mutually agreed upon. Any service, feature, function, or deliverable not expressly included in the Project Document shall be treated as outside scope and shall be subject to a separate Change Request, additional quotation, and additional payment obligation.

The Company reserves the right to define, interpret, and determine the technical implementation of all scope items, including the manner, methodology, and standards of delivery, at its sole professional discretion, unless specific technical requirements are expressly stated and agreed in the Project Document.

Where any quotation, proposal, or similar document issued to the Client separately records any feature, functionality, or request as an “Extra Feature Suggested by Client” or under any similarly titled heading, such feature is noted purely as a non-binding suggestion for possible future consideration and shall, under no circumstances, be deemed to form part of the agreed scope of Services, the Project Document, or the quoted price of the engagement. No such suggested feature shall be designed, developed, implemented, or delivered as part of the engagement unless it is expressly and specifically included in the Project Document. The Company retains sole and absolute discretion to undertake any such suggested feature, whether in whole or in part, only as a wholly separate and additionally chargeable engagement, subject to a fresh scope, timeline, and cost estimate to be determined exclusively by the Company. The Client expressly acknowledges and agrees that the Company’s decision not to design, develop, or implement any suggested feature — for any reason or no reason at all — shall not, under any circumstances, be construed as a deficiency in service, a shortfall in scope, a breach of this Agreement, or grounds for any claim, dispute, refund, or reduction in the amounts payable to the Company.

6Technology Stack & Development Methodology

The Company retains absolute and unconditional discretion in the selection of programming languages, frameworks, libraries, databases, development tools, hosting environments, and all other technical components to be utilised in the delivery of any Service (“Technology Stack”).

Any preference, suggestion, or request expressed by the Client with respect to the Technology Stack shall be treated as a non-binding suggestion only. The Company’s technology decisions are final and are made exclusively on the basis of technical feasibility, developer availability, project requirements, and industry best practices.

The Client expressly acknowledges that technology decisions rest solely with the Company and that the choice of Technology Stack, notwithstanding any prior representation, shall not constitute a ground for dispute, revision, or refund.

7Design Policy

Where the Client is required to provide a design specification — including but not limited to Figma files, Adobe XD files, wireframes, mockups, or style guides — such materials must be provided in complete and final form prior to commencement of development.

In the event that the Client fails to provide a complete design specification within a mutually agreed period, or at all, the Company shall proceed to create a design of its own conception at its absolute discretion. Such Company-created design shall be deemed accepted by the Client upon commencement of development unless the Client raises a written objection within 3 (three) calendar days of the design being shared.

Any revision, alteration, modification, or amendment to a design created by the Company — whether requested before, during, or after development — shall constitute a separate chargeable scope of work and shall be invoiced at the Company’s prevailing rates. Acceptance of a Company-created design without raising a timely objection shall constitute a waiver of the right to demand free revisions.

8Delivery Timelines & Variations

All delivery timelines, estimated completion dates, and project schedules communicated by the Company — whether in proposals, emails, presentations, verbal discussions, or any other form — are estimates only and shall not be construed as legally binding commitments.

A variation of up to 3 (three) calendar months from any estimated or communicated delivery date shall be deemed reasonable, acceptable, and non-actionable, and shall not constitute a breach of contract, trigger any penalty clause, entitle the Client to a refund, or give rise to any claim of any nature against the Company.

Delivery timelines are further subject to factors including, inter alia: timely provision of content, assets, credentials, and feedback by the Client; availability of third-party APIs or services; force majeure events; and scope changes. Delays attributable to Client-side factors shall extend the delivery timeline accordingly and shall not be attributed to the Company.

The Company does not offer or commit to any fixed or standard delivery period. Every timeline communicated by the Company — whether for a package, a productised offering, or a custom engagement — is determined case by case on the basis of the scope, complexity, and requirements of the particular project, and is an estimate only within the meaning of this Clause, not a binding commitment.

Any delivery period expressed in days is counted in working days only (excluding Saturdays, Sundays, and public holidays), and begins only from the date on which the Client has both (a) paid the applicable advance and (b) furnished every item of content, asset, credential, access, and approval required for work to begin. Time lost while awaiting Client inputs, feedback, or approvals does not count towards the period and extends it accordingly.

Publication to third-party application marketplaces (such as the Google Play Store and the Apple App Store) does not form part of any project or package timeline. Marketplace submission, verification, and review are controlled by the platform operator and are governed by Clause 40; time spent in such review shall not be counted as delay by the Company or give rise to any claim.

9Project Milestones & Progress Reviews

Where a project is divided into milestones, each milestone shall be subject to the Client’s written approval within 5 (five) business days of delivery. Failure to provide written approval or written objection within such period shall be deemed acceptance of the milestone deliverable. Development of subsequent milestones shall proceed upon deemed acceptance.

Where the Client raises an objection to a milestone deliverable, such objection must be specific, reasonable, and consistent with the agreed scope. Subjective dissatisfaction not grounded in a deviation from agreed scope shall not constitute a valid objection.

10Client Obligations

The Client shall, throughout the duration of the engagement, be obligated to:

• Provide all required content, assets, credentials, access, and approvals in a timely manner;
• Designate a single authorised point of contact with decision-making authority;
• Respond to Company communications within 3 (three) business days;
• Ensure accuracy and completeness of all information and materials provided to the Company;
• Comply with all applicable laws, including those relating to intellectual property, data protection, and consumer rights, with respect to any content or materials provided to the Company;
• Not solicit or attempt to employ any employee, contractor, or associate of the Company during the engagement and for a period of 24 (twenty-four) months thereafter;
• Make all payments strictly within the payment window stipulated herein;
• Bear directly all third-party platform, marketplace, and advertising-network fees and media spend, and provide all accounts, identity and business documents, declarations, demo credentials, and test users required for third-party publishing, verification, and marketing, as further set out in Clauses 40 and 41.

Breach of any Client obligation shall entitle the Company to suspend Services without penalty, and shall not entitle the Client to any refund or claim against the Company.

11Payment Terms — General

All fees, charges, and other amounts payable to the Company shall be as specified in the Company’s quotation or invoice. Unless otherwise agreed in writing, the following payment structure shall apply:

• An advance payment of 50% (fifty percent) of the total project value shall be due and payable before commencement of any work;
• Milestone payments shall be due as specified in the Project Document;
• The final payment shall be due prior to delivery of final Deliverables.

All amounts are quoted exclusive of applicable Goods and Services Tax (GST), which shall be charged additionally at the prevailing statutory rate. The Client bears sole responsibility for all taxes applicable to payments made to the Company.

Payment shall be made by bank transfer, UPI, or such other methods as specified in the invoice. Cheques are accepted subject to clearance. Post-dated cheques shall not be accepted.

12Invoice Payment Window — 3-Day Mandatory Period

Every invoice issued by the Company shall carry a payment due date of 3 (three) calendar days from the Invoice Date (“Payment Window”). This Payment Window is a material term of the engagement and is mandatory and non-negotiable.

Time is of the essence with respect to all invoice payment obligations. Failure to remit full payment within the Payment Window shall constitute a material breach of this Agreement, entitling the Company to exercise all rights and remedies available under these Terms and Conditions, including the rights set out in Clause 13 hereof.

Extension of the Payment Window shall require express prior written consent of an authorised director of the Company and shall not be implied or inferred from any conduct, forbearance, or prior course of dealing.

13Late Payment — Consequences & Remedies

Without prejudice to the Company’s other rights and remedies, failure to pay any invoice within the Payment Window shall entitle the Company to:

• Charge interest on the overdue amount at the rate of 2% (two percent) per month or part thereof, compounded monthly, from the due date until the date of actual payment;
• Immediately suspend all ongoing work, Services, and access to staging environments or deliverables;
• Withhold delivery of completed or in-progress work product, source code, and all associated assets;
• Terminate the engagement upon 24 (twenty-four) hours’ notice without liability to the Company;
• Forfeit all advance/milestone payments received without any obligation of refund;
• Recover all costs of recovery, including legal fees, court fees, and collection charges, from the Client.

Partial payment within the Payment Window shall not constitute compliance with this clause. The full invoiced amount must be received within the Payment Window.

14Absolute No-Refund Policy

All payments made to the Company are strictly, absolutely, and unconditionally non-refundable, regardless of the reason, stage of the project, or circumstance. The Company’s no-refund position admits of no exception whatsoever.

The following shall not, inter alia, constitute grounds for refund:

• Subjective dissatisfaction with any Deliverable;
• Client’s change of mind, change of business direction, or project cancellation;
• Delay in project delivery, including delays attributable to the Company, unless constituting a material breach as defined herein;
• Non-utilisation of any Deliverable by the Client;
• Disputes regarding Technology Stack, design choices, or implementation methodology;
• Client’s insolvency, bankruptcy, winding up, or cessation of business;
• Force majeure events or circumstances beyond the Company’s reasonable control;
• Discovery of defects or bugs post-delivery, which shall be addressed through the warranty process;
• Failure by the Client to provide required inputs, feedback, content, or materials;
• Failure, unavailability, or disruption of any third-party service, API, or platform.

The Client expressly acknowledges the absolute no-refund position of the Company as a fundamental and non-negotiable term of this Agreement.

15Chargeback & Payment Reversal Prohibition

The Client is expressly prohibited from initiating, causing, or facilitating any chargeback, payment reversal, payment dispute, or similar proceeding with any bank, card network, payment gateway, or financial institution with respect to any amount paid to the Company.

Any such attempt shall constitute a material breach of this Agreement and shall entitle the Company to immediately terminate the engagement, revoke all access to Deliverables, and initiate legal proceedings for recovery of the full amount plus applicable penalties, interest, litigation costs, and damages for business disruption.

The Company shall contest any chargeback with full documentary evidence including this Agreement, project communications, and electronic acceptance records. Fraudulent chargebacks may attract liability under Section 420 of the Indian Penal Code, 1860, and the Information Technology Act, 2000.

16Intellectual Property Rights

16.1 Company’s Pre-Existing IP: All intellectual property owned by the Company prior to the engagement, including proprietary code, frameworks, templates, tools, and methodologies, remains the exclusive property of the Company and is not transferred by any engagement.

16.2 Transfer of IP: Upon receipt of full and final payment of all amounts due, the Company shall transfer to the Client ownership of the custom code and design elements specifically created for the Client’s project, excluding any pre-existing IP of the Company or third-party components.

16.3 Pending Payment: Until full payment is received, all Deliverables including source code, designs, and documentation remain the exclusive property of the Company. The Client shall have no right to use, reproduce, publish, or commercialise any Deliverable until full payment is received and acknowledged.

16.4 Client Content: The Client warrants that all content, materials, trademarks, and data provided to the Company for incorporation into any Deliverable are owned by or duly licensed to the Client, and that their use does not infringe any third-party right. The Client shall indemnify the Company against all claims arising from any breach of this warranty.

17Confidentiality

Each party shall maintain in strict confidence all Confidential Information of the other party and shall not disclose such information to any third party without prior written consent. “Confidential Information” means all non-public information disclosed by one party to the other in connection with the engagement, including business plans, financial information, technical data, trade secrets, and client lists.

Confidentiality obligations shall survive termination of this Agreement for a period of 5 (five) years. The obligation does not apply to information that is: (a) in the public domain through no fault of the receiving party; (b) known to the receiving party prior to disclosure; (c) independently developed without reference to Confidential Information; or (d) required to be disclosed by law or court order.

18Warranties & Representations

18.1 Company Warranties: The Company warrants that the Services shall be performed with reasonable skill and care and that Deliverables shall substantially conform to the agreed specifications at the time of delivery.

18.2 Defect Rectification: The Company shall rectify material defects in Deliverables reported in writing within 30 (thirty) days of delivery, provided such defects are not attributable to Client modifications, third-party interference, or misuse. Defect rectification does not entail a right to refund.

18.3 Exclusions: The Company provides no warranty, express or implied, as to: (a) the fitness of any Deliverable for any particular commercial purpose; (b) uninterrupted or error-free operation; (c) third-party service compatibility; (d) revenue, traffic, or business outcomes.

18.4 Client Warranties: The Client warrants that: (a) it has full authority to enter this Agreement; (b) all information provided is accurate and complete; (c) use of any Deliverable shall comply with applicable law.

19Limitation of Liability

To the maximum extent permitted by applicable law, the Company’s total aggregate liability to the Client under or in connection with this Agreement — whether in contract, tort, negligence, or otherwise — shall not exceed the total amount paid by the Client to the Company in the 3 (three) months immediately preceding the event giving rise to the claim.

In no event shall the Company be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, including loss of profit, loss of revenue, loss of data, loss of goodwill, or business interruption, howsoever arising, even if the Company has been advised of the possibility of such damages.

The limitations in this clause reflect a fair allocation of risk between commercially sophisticated parties and are a fundamental element of the basis of the bargain between the Company and the Client.

20Indemnification

The Client shall defend, indemnify, and hold harmless the Company and its directors, officers, employees, agents, and successors from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or relating to:

• Any breach by the Client of this Agreement;
• Any inaccuracy or incompleteness of information or materials provided by the Client;
• Any infringement of third-party intellectual property rights by Client-provided content;
• The Client’s use or misuse of any Deliverable;
• Any third-party claim arising from the Client’s business operations or products.

21Force Majeure

Neither party shall be in breach of this Agreement or liable for delay or failure to perform any obligation to the extent that such delay or failure results from circumstances beyond its reasonable control, including but not limited to acts of God, pandemic, epidemic, natural disaster, war, civil unrest, government action, power failure, internet or telecommunications failure, or failure of third-party infrastructure (“Force Majeure Event”).

The affected party shall notify the other party as soon as reasonably practicable upon becoming aware of a Force Majeure Event. The performance of obligations shall be suspended for the duration of the Force Majeure Event. A Force Majeure Event shall not relieve the Client of its obligation to pay amounts already due.

22Termination

22.1 Termination by Company: The Company may terminate this Agreement with immediate effect upon written notice to the Client if: (a) the Client fails to pay any invoice within the Payment Window; (b) the Client commits a material breach of any provision of this Agreement; (c) the Client becomes insolvent or subject to insolvency proceedings; or (d) the Client engages in conduct detrimental to the Company’s reputation or business.

22.2 Termination by Client: The Client may terminate this Agreement upon 30 (thirty) days’ written notice to the Company, subject to payment of all outstanding amounts and a termination fee equal to 25% (twenty-five percent) of the remaining project value.

22.3 No Refund on Termination: Termination of this Agreement for any reason shall not entitle the Client to any refund of amounts previously paid. Outstanding invoices shall remain due and payable.

23Post-Termination Obligations

Upon termination of this Agreement: (a) all Client rights to use Deliverables shall immediately cease unless full payment has been received; (b) each party shall promptly return or destroy the other party’s Confidential Information; (c) provisions of this Agreement that by their nature should survive termination shall so survive, including Clauses 14, 15, 16, 17, 19, 20, 26, 27, and 28.

24Data Protection & Privacy

The Company shall process Client data in accordance with the Privacy Policy published at candycode.in/privacy-policy/, which forms part of this Agreement by incorporation. The Company processes data in compliance with the Information Technology Act, 2000, the Information Technology (Reasonable Security Practices) Rules, 2011, and the Digital Personal Data Protection Act, 2023.

The Client is solely responsible for obtaining all necessary consents from its end-users and customers for any data processing activities carried out by or through any Deliverable.

25Email as Electronic Legal Record

All electronic communications between the Company and the Client — including emails, WhatsApp messages, and other digital communications — constitute Electronic Records within the meaning of Section 2(1)(t) of the Information Technology Act, 2000.

Such Electronic Records are admissible as primary evidence in courts, tribunals, and arbitral proceedings pursuant to Section 65B of the Indian Evidence Act, 1872, and shall have the same legal force and effect as documents produced in original.

Project confirmation emails sent by the Company, along with the Client’s affirmative reply (“Yes, I agree” or equivalent), shall collectively constitute a legally binding contract under Section 4 read with Section 10 of the Indian Contract Act, 1872, and Section 10A of the IT Act, 2000. The Client expressly waives any right to deny the legal validity of any contract formed through such electronic means.

The Company maintains contemporaneous records of all digital communications and project confirmations. Such records, when certified under Section 65B of the Indian Evidence Act, 1872, shall be treated as conclusive evidence of the terms agreed and the acceptance given by the Client.

26Mandatory Dispute Escalation Mechanism

Any dispute, difference, controversy, or claim arising out of or in connection with this Agreement, including any question regarding its existence, validity, breach, or termination (“Dispute”), shall be resolved through the following mandatory 3-stage escalation mechanism. Compliance with each stage is a condition precedent to proceeding to the next stage. No party shall bypass or skip any stage of this mechanism.

Stage 1 — Internal Resolution (Mandatory First Step):
The aggrieved party shall first serve a written notice upon the Company setting out the nature of the Dispute, the relief sought, and the basis thereof. The Company’s designated representative and the Client shall engage in good faith negotiations for a period of 30 (thirty) calendar days from the date of such notice (“Negotiation Period”). No legal proceedings of any nature shall be initiated during the Negotiation Period. If the Dispute is not resolved within the Negotiation Period, the parties shall proceed to Stage 2.

Stage 2 — Arbitration (Mandatory Second Step):
If the Dispute remains unresolved at the conclusion of Stage 1, it shall be referred to and finally resolved by arbitration under the Arbitration and Conciliation Act, 1996. The arbitration shall be conducted by a sole arbitrator mutually appointed by the parties, or in default of agreement, appointed in accordance with the Act. The seat and venue of arbitration shall be Dhanbad, Jharkhand, India. The language of arbitration shall be English. The arbitral award shall be final and binding upon the parties. The costs of arbitration shall be borne as determined by the arbitrator.

Stage 3 — Court Proceedings (Only if Arbitration Fails):
Court proceedings shall be initiated only where: (a) arbitration is not applicable by law to the subject matter of the Dispute; or (b) enforcement of an arbitral award requires court intervention. All such proceedings shall be instituted exclusively before the courts of competent jurisdiction at Dhanbad, Jharkhand, India.

The Client expressly and irrevocably waives any right to approach any court or tribunal without first exhausting Stages 1 and 2 of this mechanism. Any legal proceeding initiated in violation of this mandatory escalation mechanism shall be liable to be dismissed and shall constitute a breach of this Agreement.

27Arbitration Clause

The arbitration agreement contained in Clause 26 is a separate and independent agreement between the parties and shall remain valid and enforceable notwithstanding any termination, voidance, or unenforceability of any other provision of this Agreement, in accordance with the doctrine of separability recognised under Section 16 of the Arbitration and Conciliation Act, 1996.

The parties agree that arbitration shall be the preferred mode of Dispute resolution to the maximum extent permissible under law, and that recourse to courts shall be available only for interim relief, enforcement of awards, or matters excluded from arbitration by mandatory law.

28Governing Law & Exclusive Jurisdiction

This Agreement shall be governed by, construed, and enforced in accordance with the laws of the Republic of India, without regard to its conflict of laws principles.

The courts at Dhanbad, Jharkhand, India shall have exclusive jurisdiction over all disputes, claims, and proceedings arising out of or in connection with this Agreement, notwithstanding that the Client may be ordinarily resident in or carry on business from any other city, state, or country. The Client irrevocably submits to the exclusive jurisdiction of the courts at Dhanbad, Jharkhand, India and waives any objection to such jurisdiction on the grounds of venue, inconvenience, or otherwise.

29Severability

If any provision of this Agreement is found by a court or arbitral tribunal of competent jurisdiction to be invalid, unlawful, or unenforceable under applicable law, such provision shall be deemed modified to the minimum extent necessary to make it valid and enforceable. If such modification is not possible, the relevant provision shall be deemed deleted. The invalidity, unlawfulness, or unenforceability of one provision shall not affect the validity or enforceability of the remaining provisions of this Agreement.

30Entire Agreement

This Agreement, together with any Project Document, proposal, or invoice accepted by the Client, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings, representations, and negotiations — whether oral, written, or electronic — between the parties on the same subject matter. No prior drafts or proposals shall have any legal effect.

31Waiver

No failure or delay by either party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy. No single or partial exercise of any right or remedy shall prevent or restrict the further exercise of that or any other right or remedy. A waiver shall be effective only if given in express writing signed by an authorised representative of the waiving party.

32Assignment

The Client shall not assign, transfer, charge, sub-contract, novate, or deal in any other manner with any or all of its rights and obligations under this Agreement without the prior written consent of the Company. The Company may assign or novate this Agreement or any of its rights and obligations hereunder to any affiliate, successor, or acquirer without the Client’s consent, provided the Client is notified in writing within a reasonable time.

33Notices

All notices and communications required or permitted under this Agreement shall be in writing and delivered by: (a) email to the addresses last notified by each party; (b) courier or registered post to the registered address of the respective party. A notice sent by email shall be deemed delivered upon confirmation of receipt by the recipient’s email server. Delivery by courier or post shall be deemed effective on the third business day following dispatch.

34Amendments

The Company reserves the right to amend these Terms and Conditions at any time without prior notice to the Client. The amended Terms and Conditions shall be published on the Company’s website with a revised effective date. Continued engagement with the Company or use of the Company’s website or Services following such publication shall constitute acceptance of the amended Terms and Conditions. It is the Client’s responsibility to review these Terms and Conditions periodically.

35Language

This Agreement is executed in the English language. In the event of any conflict between an English version and any translation, the English version shall prevail. All notices, communications, and proceedings shall be conducted in English.

36Third-Party Services

Where the delivery of Services involves integration with or deployment to third-party platforms, services, or APIs (including cloud hosting providers, payment gateways, social media platforms, or software-as-a-service providers), the Company does not guarantee the availability, performance, or continued operation of such third-party services. The Client acknowledges that the Company has no liability for disruption, modification, or discontinuation of any third-party service, and that additional charges may apply where third-party service changes necessitate rework.

37Subcontracting

The Company reserves the right to subcontract any part of the Services to qualified third-party developers, designers, or service providers, at its absolute discretion. The Company shall remain responsible to the Client for the performance of subcontracted work. Subcontracting shall not affect the Client’s obligation to pay the Company in accordance with this Agreement.

38Relationship of Parties

The Company and the Client are independent contracting parties. Nothing in this Agreement shall be construed to create any partnership, joint venture, agency, employment, or fiduciary relationship between the parties. Neither party shall have the authority to bind the other party or to incur any obligation on the other party’s behalf.

39Client Acknowledgement

By entering into any agreement with the Company — whether by signing a contract, accepting a proposal, making a payment, or sending an affirmative email reply — the Client expressly confirms that:

• It has read, understood, and accepted these Terms and Conditions in their entirety;
• It has had the opportunity to seek independent legal advice before accepting these Terms and Conditions;
• The terms are commercially reasonable and constitute a fair basis for the engagement;
• The mandatory no-refund, 3-day payment window, Dhanbad jurisdiction, and mandatory dispute escalation provisions have been specifically brought to its attention and expressly accepted;
• App-store review time is excluded from the Company’s delivery timelines, and platform account fees, advertising media spend, and creative production are separate costs payable by the Client, as set out in Clauses 40 and 41;
• The Company is engaged as a technology developer only; all licences, permits, registrations, and regulatory compliance required to lawfully operate the Client’s business are the Client’s sole responsibility, with no liability on the Company, as set out in Clause 42;
• Email acceptance of any proposal or invoice constitutes legally valid, binding, and enforceable acceptance of these Terms and Conditions.

40Third-Party Platform Publishing, Verification & Costs

This Clause applies wherever a Deliverable is to be published to or distributed through a third-party application marketplace or app store, including the Google Play Store and the Apple App Store (each, a “Platform”).

40.1 Platform control. The acceptance, identity and business verification, review, approval, rejection, listing, ranking, and continued availability of any application on a Platform are determined solely by the Platform operator under its own policies and on its own timeline. The Company has no control over, and gives no warranty as to, whether or when any application will be approved or will remain published.

40.2 Not part of any timeline. The time required for Platform submission, verification, and app review — including any rejection, resubmission, request for further information, closed-testing period, or policy or verification hold — is excluded from every project and package delivery timeline under Clause 8, shall not be treated as delay attributable to the Company, and shall not constitute a breach of this Agreement or give rise to any refund or claim.

40.3 Platform account costs borne by the Client. All fees charged by a Platform or its ecosystem are payable directly by the Client, including without limitation the Google Play Console one-time registration fee, the Apple Developer Program annual membership and renewal fees, and any business-identity verification charge (such as D-U-N-S registration). The Company does not fund, advance, or absorb any such fee.

40.4 Verification materials and testers provided by the Client. The Client shall provide, in its own name, every item a Platform requires for account registration, verification, and review — including the developer or organisation account and its identity and company documents, a published privacy-policy URL, support and contact details, data-safety and permissions declarations, demo or test login credentials, and any test users or closed-testing participants the Platform requires. The Company shall prepare the build, complete the store listing to the extent of the information supplied by the Client, and provide reasonable submission assistance; it is not responsible for any delay, rejection, or additional review round caused by the Platform or by the Client’s failure to supply a required item.

40.5 Post-approval changes. Additional work required by a change in a Platform’s policies, SDK or API requirements, or target-version mandates after delivery is outside the original scope and is chargeable at the Company’s prevailing rates.

41Digital Marketing Services

Where the Company is engaged to provide digital marketing services, the engagement is limited to the planning, setup, management, and optimisation of marketing campaigns and channels. It does not include, and the Company’s management fee does not cover, any of the following, each of which is the separate responsibility and cost of the Client:

• Media / advertising spend. All amounts payable to advertising platforms, networks, or publishers — including Google, Meta (Facebook / Instagram), YouTube, and any other ad network — for ad impressions, clicks, or placements are paid by the Client, either directly to the platform on a Client-owned billing account or by cleared advance to the Company for onward payment. Such media spend is entirely separate from, and is never included in, the Company’s campaign-management fee.
• Creative and content production. The creation, editing, or revision of any promotional or campaign asset — including videos, images, graphics, banners, ad copy, landing pages, blog content, or any other creative material — is a separate chargeable deliverable, quoted and invoiced separately at the Company’s prevailing rates, unless expressly included in the Project Document.
• Third-party tools and subscriptions (analytics, automation, design, or scheduling software) required to run the campaigns.

The Company does not warrant or guarantee any specific reach, impressions, leads, conversions, sales, return on ad spend, or other campaign outcome; digital marketing results depend on factors outside the Company’s control, including platform algorithms, auction dynamics, market conditions, and the Client’s own products, pricing, and offer. The Company is not liable for the suspension, restriction, disapproval, or banning of any Client advertising account or asset by a platform, or for any change in a platform’s policies, pricing, or algorithms. Ad-account ownership, funding, and compliance with each platform’s terms remain the Client’s responsibility.

42Client’s Business, Legal & Regulatory Compliance

The Company is engaged strictly as a technology developer to design, build, and deliver the Deliverable. The Company has no role in, and no responsibility for, the business, legal, or regulatory framework required to lawfully establish, operate, market, or commercialise the business that the Deliverable is built for.

42.1 Client’s sole responsibility. The Client is solely and entirely responsible for identifying, obtaining, and maintaining every licence, permit, registration, certification, approval, and other document required under any applicable law, regulation, or authority to establish, operate, and run its business and to use the Deliverable in connection with that business — including, by way of example only and without limitation, business/company registration, GST and other tax registrations, industry- or sector-specific licences (such as, where applicable, state transport or aggregator licences for a taxi or ride-hailing business, FSSAI or food-safety licences for a food business, drug or pharmacy licences for a healthcare business, payment-aggregator or RBI authorisation for handling payments, and any other trade, professional, insurance, or local-body licence), and any consent, registration, or compliance required under applicable data-protection or consumer-protection law.

42.2 No advice or verification by the Company. The Company does not provide legal, regulatory, tax, licensing, or compliance advice of any nature, and nothing in this Agreement, the Project Document, or any communication from the Company shall be construed as such advice. The Company does not verify, and gives no representation or warranty, express or implied, that the Deliverable, or the Client’s use of it, complies with any licensing or regulatory requirement applicable to the Client’s business or industry.

42.3 No liability for lack of compliance. The Company shall bear no liability whatsoever for any loss, damage, fine, penalty, prosecution, seizure, shutdown, suspension, cancellation, or other action or consequence of any nature suffered by the Client, its users, or any third party arising out of or in connection with the Client’s failure to obtain, maintain, or comply with any such licence, permit, registration, or regulatory requirement. The Client shall defend, indemnify, and hold harmless the Company against any claim, action, or proceeding brought against the Company arising from the Client’s operation of its business without the requisite licences, permits, or regulatory compliance.

43Contact Information

For all legal queries, notices, disputes, and correspondence under this Agreement, please contact:

Candycode Techlab Private Limited
Dhanbad, Jharkhand — 826001, India
Email: legal@candycode.in
Website: candycode.in

Office hours for dispute-related correspondence: Monday to Saturday, 10:00 AM to 6:00 PM IST. The Company shall endeavour to respond to all legal notices within 7 (seven) business days of receipt.