Terms of Service

1. Introduction & Acceptance of Terms

Welcome to Codato Private Limited ("Codato," "we," "us," or "our"). These Terms of Service ("Terms") govern your access to and use of our website codato.ai (the "Website") and all services, products, and deliverables provided by Codato (collectively, the "Services").

By accessing our Website or engaging our Services, you agree to be bound by these Terms. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity. If you do not agree to these Terms, please do not use our Website or Services.

These Terms should be read in conjunction with our Privacy Policy, which describes how we collect and process your personal data.

2. Description of Services

Codato is an AI solutions company that designs, develops, and deploys custom technology solutions for small and medium businesses. Our Services include, but are not limited to:

• WhatsApp & Messaging Chatbots — AI-powered conversational agents for customer support and engagement
• Custom CRM Systems — Tailored customer relationship management platforms
• RAG Dashboards — Retrieval-augmented generation dashboards for intelligent data querying
• Business Automation — Workflow automation including invoice processing, email sequences, and inventory management
• Modern Websites — High-performance web applications and landing pages
• Custom AI Development — Bespoke AI/ML solutions tailored to specific business needs

The specific scope, deliverables, timelines, and pricing for each engagement will be defined in a separate Statement of Work ("SOW") or project proposal agreed upon by both parties before work commences.

3. User Obligations & Acceptable Use

By using our Website and Services, you agree to:

• Provide accurate and complete information when submitting inquiries or entering into agreements
• Use our Website and Services only for lawful purposes and in compliance with all applicable laws
• Not attempt to gain unauthorized access to our systems, networks, or data
• Not use our Services to develop products that compete directly with Codato's offerings without prior written consent
• Not reverse-engineer, decompile, or disassemble any software or technology provided as part of our Services
• Cooperate with us in good faith by providing timely feedback, access, and materials necessary for project delivery

Violation of these obligations may result in suspension or termination of Services at our discretion.

4. Intellectual Property Rights

4.1 Codato's Intellectual Property

All content on our Website — including text, graphics, logos, icons, images, and software — is the property of Codato Private Limited or its licensors and is protected by applicable intellectual property laws. You may not reproduce, distribute, or create derivative works from our Website content without our prior written consent.

4.2 Client Deliverables

Unless otherwise specified in the applicable SOW or project agreement:

• Custom code and deliverables developed specifically for a client project are assigned to the client upon full payment of all applicable fees.
• Pre-existing tools, libraries, and frameworks owned by Codato or third parties remain the property of their respective owners. The client receives a non-exclusive, perpetual license to use such components as part of the delivered solution.
• Client data and content provided to us for project purposes remain the exclusive property of the client at all times.

4.3 Portfolio Rights

Unless the client requests otherwise in writing, Codato reserves the right to display completed projects in our portfolio and marketing materials, with appropriate attribution.

5. Payment Terms & Refund Policy

5.1 Pricing & Invoicing

• All pricing is quoted in Indian Rupees (INR) unless otherwise agreed in writing.
• Payment terms, milestones, and schedules will be defined in the applicable SOW or project proposal.
• Invoices are due within the timeframe specified in the SOW, typically within 15 days of issuance.
• Late payments may incur an interest charge of 1.5% per month on the outstanding balance.

5.2 Refund Policy

• Refund eligibility is determined on a case-by-case basis and depends on the stage of project completion.
• If a project is cancelled before work begins, any advance payment will be refunded in full, minus any non-refundable consultation or setup fees disclosed upfront.
• For projects in progress, refunds will be prorated based on the work completed and deliverables provided up to the date of cancellation.
• No refunds will be issued for completed and delivered work that meets the agreed-upon specifications.

6. Service Level Agreements & Warranties

6.1 Service Standards

We are committed to delivering high-quality work. For each engagement, we will:

• Adhere to the timelines and milestones defined in the SOW, subject to timely cooperation from the client
• Provide regular progress updates at intervals agreed upon in the SOW
• Deliver work that materially conforms to the specifications outlined in the SOW

6.2 Warranty Period

Unless otherwise stated in the SOW, we provide a 30-day warranty period after final delivery during which we will fix bugs and defects in the delivered solution at no additional cost, provided the issues are related to the original scope of work.

6.3 Disclaimer

Except as expressly stated in these Terms or an applicable SOW, our Services are provided on an "as is" and "as available" basis. We make no warranties, express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, or non-infringement. We do not guarantee that our Website or Services will be uninterrupted, error-free, or completely secure.

7. Limitation of Liability & Indemnification

7.1 Limitation of Liability

To the maximum extent permitted by applicable law:

• Codato shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, business opportunities, or goodwill.
• Our total aggregate liability for any claims arising out of or related to these Terms or our Services shall not exceed the total fees paid by you to Codato in the twelve (12) months preceding the claim.
• We are not liable for delays or failures in performance resulting from causes beyond our reasonable control, including but not limited to acts of God, natural disasters, pandemics, government actions, internet outages, or third-party service failures.

7.2 Indemnification

You agree to indemnify, defend, and hold harmless Codato Private Limited, its directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or related to:

• Your violation of these Terms
• Your misuse of our Services
• Any content or data you provide that infringes upon the rights of a third party

8. Confidentiality & Non-Disclosure

Both parties acknowledge that during the course of an engagement, they may receive confidential information from the other party. "Confidential Information" includes, but is not limited to, business plans, technical data, trade secrets, customer lists, financial information, and any information marked as confidential.

Each party agrees to:

• Keep all Confidential Information strictly confidential and not disclose it to any third party without prior written consent
• Use Confidential Information solely for the purpose of fulfilling obligations under the applicable SOW
• Take reasonable measures to protect the confidentiality of such information, using at least the same degree of care used to protect its own confidential information

These confidentiality obligations survive the termination of any engagement for a period of two (2) years, unless a longer period is specified in the applicable SOW or a separate Non-Disclosure Agreement (NDA).

9. Termination & Suspension

9.1 Termination by Either Party

Either party may terminate an engagement by providing 15 days' written notice to the other party. Upon termination:

• The client shall pay for all work completed up to the date of termination
• Codato shall deliver all completed work and work-in-progress to the client
• Each party shall return or destroy any Confidential Information belonging to the other party

9.2 Termination for Cause

Either party may terminate an engagement immediately upon written notice if the other party:

• Materially breaches these Terms and fails to cure the breach within 15 days of receiving written notice
• Becomes insolvent, files for bankruptcy, or ceases to operate in the ordinary course of business

9.3 Suspension

Codato reserves the right to suspend Services if the client fails to make payments when due, or if continued performance would violate any applicable law or regulation. We will provide reasonable notice before any suspension, except where immediate action is required by law.

10. Dispute Resolution & Governing Law

10.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of India, without regard to its conflict of law provisions.

10.2 Dispute Resolution

In the event of any dispute, controversy, or claim arising out of or relating to these Terms or our Services, the parties agree to first attempt to resolve the matter through good-faith negotiation. If the dispute cannot be resolved through negotiation within thirty (30) days, either party may:

• Submit the dispute to mediation under the rules of the Indian Council of Arbitration
• If mediation fails, submit the dispute to binding arbitration in accordance with the Arbitration and Conciliation Act, 1996 (as amended)

The seat of arbitration shall be India, and the language of arbitration shall be English. The arbitral award shall be final and binding on both parties.

10.3 Jurisdiction

For any matters not subject to arbitration, the courts of India shall have exclusive jurisdiction.

11. Changes to These Terms

We reserve the right to modify these Terms at any time. When we make material changes, we will update the "Last updated" date at the top of this page and, where appropriate, notify affected clients via email.

Your continued use of our Website or Services after any changes constitutes your acceptance of the updated Terms. If you do not agree to the revised Terms, you should discontinue use of our Website and Services.

For active engagements, material changes to these Terms will not apply retroactively to existing SOWs unless both parties agree in writing.

12. General Provisions

12.1 Severability

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

12.2 Entire Agreement

These Terms, together with the applicable Statement of Work (SOW), project proposal, and our Privacy Policy, constitute the entire agreement between you and Codato Private Limited with respect to the subject matter hereof. They supersede all prior and contemporaneous negotiations, representations, warranties, understandings, and communications — whether written or oral — between the parties relating to such subject matter.

12.3 Waiver

The failure of either party to enforce any provision of these Terms shall not constitute a waiver of that provision or the right to enforce it at a later time. A waiver of any provision shall only be effective if made in writing and signed by the waiving party. No single or partial exercise of any right or remedy shall preclude any other or further exercise thereof.

12.4 Assignment

You may not assign or transfer your rights or obligations under these Terms without the prior written consent of Codato. Codato may assign its rights and obligations under these Terms to an affiliate, successor, or acquirer in connection with a merger, acquisition, corporate reorganisation, or sale of all or substantially all of its assets, without requiring your consent. Any attempted assignment in violation of this section shall be null and void.

12.5 Taxes & GST

All fees and prices quoted by Codato are exclusive of applicable taxes, including but not limited to Goods and Services Tax (GST) under the Central Goods and Services Tax Act, 2017, and any other taxes, duties, or levies imposed by any governmental authority. The client shall be responsible for paying all applicable taxes in addition to the quoted fees. Codato will include the applicable GST amount on all invoices in accordance with prevailing tax regulations. For international clients, applicable withholding taxes or cross-border duties, if any, shall be borne by the client unless otherwise agreed in the SOW.

13. Contact Information

If you have any questions or concerns about these Terms of Service, please contact us: