1. Introduction and Scope of Agreement

Welcome to CodeCafe, a premium digital solutions provider operated by Ndimension Labs. These Terms and Conditions (“Terms”) constitute a legally binding agreement between you (“the Client,” “User,” or “You”) and CodeCafe (“the Company,” “We,” “Us,” or “Our”). By accessing our website, engaging our services, or signing a Project Quotation, you acknowledge that you have read, understood, and agreed to be bound by these Terms.

CodeCafe operates as a specialized agency providing high-end web development, mobile application engineering, and custom software architecture. These Terms are designed to protect both the creative integrity of our engineering team and the commercial interests of our clients. We operate under the legal framework of the Republic of India, while adhering to international standards of professional conduct in the IT services sector.

2. Acceptance of Terms

Engagement with CodeCafe services is conditional upon your acceptance of these Terms. If you are entering into this agreement on behalf of a company or legal entity, you represent that you have the authority to bind such entity to these Terms. If you do not agree with any part of these Terms, you must immediately cease use of our services. Your continued interaction with our platform or payment of an initial deposit constitutes an irrevocable acceptance of the conditions laid out herein.

3. Detailed Services Offered

CodeCafe provides a comprehensive suite of digital transformation services, categorized as follows:

• Web Development: Custom frontend engineering (React, Vue, Tailwind CSS), backend architecture (Node.js, Python, PHP), and CMS-driven platforms.
• Mobile App Development: Native iOS and Android development, as well as cross-platform solutions (Flutter, React Native).
• Custom Software & SaaS: Building scalable multi-tenant platforms, CRM systems, and internal enterprise tools.
• UI/UX Design: User research, wireframing, and high-fidelity interface design. Consultancy & Strategy: Architecture mapping, Knowledge Transfer (KT) sessions, and Technical SOP creation.

4. User Responsibilities and Conduct

To ensure the success of any project, the Client must actively participate in the development lifecycle. Your responsibilities include:

1. Requirement Accuracy: Providing a clear and detailed Scope of Work (SOW).
2. Asset Delivery: Timely provision of logos, brand guidelines, content, and high-resolution imagery. Technical Access: Providing necessary credentials for servers, third-party APIs, and hosting environments.
3. Feedback Loops: Reviewing and providing feedback on deliverables within the stipulated timeframes (typically 3–5 business days).

Failure to meet these responsibilities may result in project delays, for which CodeCafe shall not be held liable.

5. Payment Terms and Financial Conditions

CodeCafe utilizes a Low-Risk Milestone Payment Structure. This ensures that the Client only pays for work that is actively progressing.

• Initial Deposit: A non-refundable 15% upfront payment is required to secure development resources and initiate the "Discovery & Architecture" phase.
• Milestone Billing: The remaining 85% is divided into logical milestones (e.g., UI Design, Backend Integration, Beta Release, and Final Deployment).
• GST and Taxes: For Indian clients, a Goods and Services Tax (GST) of 18% is applicable.
• International clients are responsible for any local withholding taxes or bank transfer fees.
• Currency: All quotes are provided in INR or USD, depending on the Client's location.
• Late Fees: Payments delayed beyond 7 days of invoice issuance may incur a late fee of 2% per month.

6. Intellectual Property (IP) Rights

We believe in a "Clean Transfer" of ownership to empower our clients.

• Client Ownership: Upon receipt of final payment, CodeCafe transfers all rights, titles, and interests in the custom source code, designs, and assets created specifically for the Client.
• Pre-existing Libraries: CodeCafe may use proprietary boilerplates or open-source libraries to ensure project efficiency. While the custom logic belongs to the Client, these underlying tools remain the property of their respective owners or CodeCafe.
• Portfolio Usage: CodeCafe reserves the right to showcase the completed project in its portfolio and marketing materials unless a specific Non-Disclosure Agreement (NDA) states otherwise.

7. Project Timelines and Delays

Timeline estimates are provided in good faith but are subject to change based on the complexity of revisions and Client response times

• Excusable Delays: CodeCafe is not responsible for delays caused by third-party services (AWS, Google Play Store review times, etc.) or "Force Majeure" events (natural disasters, internet outages, etc.).
• Scope Creep: Any request for features outside the original SOW will result in a timeline extension and a separate price quotation.

8. Limitation of Liability

To the maximum extent permitted by law, CodeCafe shall not be liable for any indirect, incidental, or consequential damages. This includes, but is not limited to:

• Loss of revenue or business profits.
• Data breaches caused by third-party hosting failures.
• Security vulnerabilities arising from third-party plugins or scripts requested by the Client. Our total liability for any claim arising out of this agreement shall not exceed the total amount paid by the Client to CodeCafe for the specific project milestone in question.

9. Third-Party Services

Our solutions often integrate with third-party providers (e.g., Stripe for payments, Firebase for databases, AWS for hosting).

• No Endorsement: We do not guarantee the uptime or performance of these services.
• Account Ownership: The Client is responsible for maintaining active subscriptions and paying the respective fees for these third-party platforms.

10. Termination of Services

Either party may terminate the agreement under the following conditions:

• Mutual Consent: A written agreement to halt the project.
• Breach of Terms: If one party fails to fulfill their obligations after a 14-day notice period to rectify the breach.
• Non-Payment: CodeCafe reserves the right to suspend work if milestone payments are not cleared within the agreed timeframe. Upon termination, the Client is liable to pay for all work completed up to the date of notice.

11. Governing Law (India)

This agreement and any dispute arising from it shall be governed by and construed in accordance with the Laws of the Republic of India.

12. Dispute Resolution

In the event of a disagreement, both parties agree to follow this protocol:

1. Amicable Negotiation: A mandatory 30-day period where senior representatives from both sides attempt to resolve the issue.
2. Mediation/Arbitration: If negotiation fails, the dispute shall be referred to arbitration in Kolkata, West Bengal, under the Arbitration and Conciliation Act, 1996. The language of arbitration shall be English.