Terms of Service

By accessing or using the Codevyrion website at codevyrion.com (the "Site") and any services offered by Codevyrion ("we", "us", "our"), you ("Client", "you") agree to be bound by these Terms of Service ("Terms"). If you do not agree with any part of these Terms, you must not use our Site or services.

These Terms constitute a legally binding agreement between you and Codevyrion. We may update these Terms at any time, and continued use of our Site or services after changes are posted constitutes acceptance of the updated Terms. The "Last updated" date at the top reflects when these Terms were last revised.

Codevyrion is a software engineering company providing services including, but not limited to:

Engagement of Services All service engagements require a separate written agreement, proposal, or Statement of Work (SOW) signed by both parties. These Terms apply to your general use of our Site and as a foundation for any project-specific agreements. In the event of conflict between these Terms and a specific project agreement, the project agreement shall prevail.

No Guarantee of Availability We reserve the right to modify, suspend, or discontinue any portion of our services at any time without prior notice.

Website Content All content on this Site — including text, graphics, logos, images, and software — is the property of Codevyrion and is protected by applicable intellectual property laws. You may not reproduce, distribute, modify, or create derivative works without our prior written consent.

Client Deliverables Upon full payment of all agreed fees, Codevyrion assigns to the Client all intellectual property rights in the custom deliverables created specifically for that Client under the applicable project agreement, except as otherwise stated in that agreement.

Pre-existing IP and Tools Codevyrion retains all rights to pre-existing intellectual property, proprietary tools, frameworks, methodologies, and know-how used in the delivery of services. Nothing in these Terms or any project agreement grants the Client rights to such pre-existing IP.

Third-Party Components Our deliverables may incorporate open-source software, third-party libraries, or licensed components. Such components remain subject to their respective licences, which will be disclosed to the Client.

Specific payment terms are defined in each project agreement or Statement of Work. General payment conditions are as follows:

Invoicing: Invoices are issued in accordance with agreed milestone schedules or monthly for retainer engagements.

Payment Due: Invoices are due within 14 days of issuance unless otherwise agreed in writing.

Late Payment: Invoices unpaid after the due date may incur interest at a rate of 1.5% per month (or the maximum rate permitted by law, whichever is lower).

Suspension: We reserve the right to suspend work on any project if payment is overdue by more than 14 days, without liability to the Client.

Taxes: All fees are exclusive of applicable taxes (including VAT/GST) unless expressly stated otherwise. The Client is responsible for all applicable taxes in their jurisdiction.

Refunds: Due to the nature of bespoke software development, payments made for work completed are generally non-refundable. Specific refund provisions may be set out in individual project agreements.

Both parties acknowledge that in connection with services, each may disclose Confidential Information to the other. "Confidential Information" means any non-public information designated as confidential or that reasonably should be understood to be confidential given the nature of the information.

Each party agrees to:

Confidentiality obligations do not apply to information that is or becomes publicly known through no breach of these Terms, was known prior to disclosure, is independently developed, or is required to be disclosed by law.

Upon written request, each party will promptly destroy or return the other's Confidential Information.

By Codevyrion We represent and warrant that: (a) We have the legal authority to enter into agreements and perform services; (b) Services will be performed in a professional and workmanlike manner, consistent with industry standards; (c) To the best of our knowledge, deliverables will not infringe the intellectual property rights of any third party.

By the Client You represent and warrant that: (a) You have the authority to enter into agreements with Codevyrion; (b) All information, materials, and assets you provide to us are accurate and do not infringe any third-party rights; (c) You will use our deliverables in accordance with applicable laws and regulations.

Disclaimer THE SITE AND ITS CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, CODEVYRION DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CODEVYRION, ITS DIRECTORS, EMPLOYEES, PARTNERS, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR YOUR USE OF OUR SERVICES.

Our aggregate liability to you for any claim arising out of or related to these Terms or our services shall not exceed the total fees paid by you to Codevyrion in the three (3) months preceding the event giving rise to the claim.

Some jurisdictions do not allow exclusion of certain warranties or limitation of liability, so some of the above limitations may not apply to you.

You agree to indemnify, defend, and hold harmless Codevyrion and its officers, directors, employees, agents, and successors from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable legal fees) arising out of or relating to:

By You: You may cease using our Site at any time. Termination of a project engagement is subject to the terms of the applicable project agreement.

By Codevyrion: We may terminate or suspend your access to our Site and services immediately, without prior notice or liability, for any reason, including if you breach these Terms.

Effect of Termination: Upon termination, all provisions of these Terms that by their nature should survive termination shall survive, including intellectual property provisions, warranty disclaimers, indemnification obligations, and limitations of liability.

Project Termination: Either party may terminate a project engagement with written notice in accordance with the provisions of the applicable project agreement. Upon termination, you agree to pay for all work completed to the date of termination.

These Terms shall be governed by and construed in accordance with the laws of the jurisdiction in which Codevyrion is incorporated, without regard to its conflict of law provisions.

Dispute Resolution: Before initiating any formal dispute, both parties agree to attempt to resolve the matter in good faith through informal negotiation for at least 30 days.

Arbitration: If informal resolution fails, disputes shall be resolved through binding arbitration in accordance with the rules of a recognised arbitration body in Codevyrion's jurisdiction. Each party shall bear its own costs unless otherwise awarded by the arbitrator.

Class Action Waiver: You agree that any dispute resolution proceedings will be conducted on an individual basis and not in a class or representative action.

Entire Agreement: These Terms, together with any applicable project agreement, constitute the entire agreement between you and Codevyrion regarding their subject matter, and supersede all prior agreements and understandings.

Severability: If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions will continue in full force and effect.

Waiver: Our failure to enforce any right or provision of these Terms shall not be considered a waiver of those rights.

Assignment: You may not assign or transfer your rights or obligations under these Terms without our prior written consent. Codevyrion may assign its rights under these Terms without restriction.

Force Majeure: Neither party shall be liable for delays or failures in performance resulting from circumstances beyond that party's reasonable control, including acts of God, pandemics, war, civil unrest, or governmental restrictions.

No Partnership: Nothing in these Terms creates a partnership, joint venture, agency, franchise, or employment relationship between you and Codevyrion.

For questions, legal notices, or concerns about these Terms of Service, please contact:

Codevyrion Email: hello@codevyrion.com Website: codevyrion.com

We aim to respond to all legal enquiries within 5 business days.