Terms of Service

These Terms of Service (“Terms”) form a legally binding agreement between you (“Client”, “you”) and CodeCabs (“CodeCabs”, “we”, “us”, “our”). By visiting our website, contacting us about services, or signing a Statement of Work (“SOW”) with us, you agree to be bound by these Terms.

If you do not agree to these Terms, please do not engage our services or use our website.

CodeCabs provides custom IT solutions including, but not limited to:

• Web development (custom applications, e-commerce, PWAs).
• Mobile app development (iOS, Android, cross-platform).
• CRM systems and business automation.
• UI / UX design and design systems.
• Custom software, APIs, and integrations.
• Cloud architecture, deployment, and DevOps.
• Digital marketing and growth services.
• IT consulting and technical advisory.

The exact scope, deliverables, timeline, and pricing of each engagement are defined in a written Statement of Work signed by both parties. The SOW takes precedence over these Terms in case of conflict for that specific engagement.

You represent and warrant that you are at least 18 years old, that you have the legal authority to enter into binding agreements, and that when engaging on behalf of an organization you have the authority to bind that organization to these Terms and any signed SOW.

A typical engagement with CodeCabs follows these stages:

• Discovery — a free 30-minute consultation to understand your goals, constraints, and context.
• Proposal — a written SOW with scope, deliverables, milestones, timeline, and pricing.
• Agreement — signed SOW plus an initial deposit confirms the engagement.
• Execution — design, build, and iteration with milestone-based reviews.
• Delivery — handover of deliverables, source code, and documentation.
• Support — post-launch support and warranty as defined in the SOW.

• Deposit: typically 30 – 50% of the project fee, payable on SOW signing. Work begins after the deposit is received.
• Milestones: remaining fees are tied to milestones defined in the SOW.
• Final payment: due on delivery of the final milestone.
• Currency: USD, EUR, or LKR as agreed in the SOW. Bank fees and currency conversion costs are paid by the Client.
• Late payments: invoices unpaid 14 days past the due date may accrue interest at 1.5% per month, and we reserve the right to pause work until payment is received.
• Disputes: any invoice dispute must be raised in writing within 14 days of the invoice date; otherwise the invoice is deemed accepted.
• Taxes: fees are exclusive of taxes, duties, and similar levies, which the Client is responsible for.

Pre-existing IP

Each party retains ownership of intellectual property it owned before the engagement, including tools, frameworks, libraries, and methodologies.

Custom deliverables

Subject to full payment of all fees due, CodeCabs assigns to the Client all right, title, and interest in custom deliverables created specifically for the Client under the SOW (excluding pre-existing IP and third-party / open-source components).

Open-source and third-party components

Open-source components are licensed under their respective licenses, which the Client agrees to honor. Third-party services (e.g., cloud providers, paid APIs, SaaS subscriptions) are governed by their own terms.

Reusable components

CodeCabs retains the right to reuse general knowledge, skills, experience, and non-Client-specific tools, libraries, and methodologies developed during the engagement.

Portfolio rights

Unless agreed otherwise in writing, CodeCabs may reference the Client and showcase the work in its portfolio, marketing, and case studies. Confidential information will not be disclosed.

Each party agrees to keep the other party’s confidential information confidential, to use it only for purposes of the engagement, and to protect it with at least the same care it uses for its own confidential information (and never less than reasonable care).

Confidential information does not include information that is or becomes public through no fault of the receiving party, was known before disclosure, is independently developed without reference to the disclosed information, or is required to be disclosed by law.

Confidentiality obligations survive termination of the engagement for three (3) years. Mutual NDAs are available on request.

To enable us to deliver effectively, you agree to:

• Provide accurate and complete information, content, and assets in a timely manner.
• Designate a point of contact authorized to make decisions and provide approvals.
• Respond to requests for feedback and approvals within reasonable timeframes (typically 3 – 5 business days unless otherwise agreed).
• Provide necessary access to systems, accounts, repositories, and third-party tools required for the work.
• Pay invoices in accordance with the SOW.
• Ensure that materials you provide do not infringe third-party rights.

You agree not to use our services or website to:

• Violate any applicable law or regulation.
• Infringe intellectual property or privacy rights.
• Distribute malware, conduct phishing, or engage in fraudulent activity.
• Send unsolicited bulk communications.
• Harass, threaten, or harm any individual or group.
• Attempt to gain unauthorized access to systems, accounts, or networks.

We may suspend or terminate services for any breach of this section, without prejudice to other remedies.

We warrant that:

• Services will be performed in a professional and workmanlike manner consistent with industry standards.
• Deliverables will substantially conform to the specifications set out in the SOW.
• We have the right to grant the IP rights described in Section 6.

EXCEPT AS EXPRESSLY STATED IN THESE TERMS OR A SIGNED SOW, OUR SERVICES AND DELIVERABLES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” We disclaim all other warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement, to the maximum extent permitted by law.

To the maximum extent permitted by law:

• Neither party will be liable for indirect, incidental, special, consequential, exemplary, or punitive damages — including lost profits, lost revenue, lost data, or business interruption — even if advised of the possibility of such damages.
• Our aggregate liability under or in connection with these Terms and any SOW is capped at the total fees paid by the Client to CodeCabs in the twelve (12) months preceding the event giving rise to the claim.

The limitations in this section do not apply to: (a) breach of confidentiality, (b) infringement of intellectual property, (c) indemnification obligations, or (d) liability that cannot be excluded under applicable law.

You agree to indemnify, defend, and hold harmless CodeCabs and its officers, employees, and contractors from claims, damages, liabilities, and reasonable expenses (including legal fees) arising from (a) your breach of these Terms, (b) content, data, or materials you provide, and (c) your violation of any third-party right or applicable law.

Either party may terminate an engagement:

• For convenience — with thirty (30) days written notice. The Client remains responsible for fees for work completed up to the termination date plus any non-cancellable commitments.
• For cause — immediately, upon material breach by the other party that remains uncured for fifteen (15) days after written notice.

Upon termination, each party will return or destroy the other’s confidential information, and the Client will receive deliverables completed and paid for as of the termination date. Sections that by their nature should survive termination (IP, confidentiality, liability, etc.) will continue in effect.

Neither party will be liable for failure or delay in performance caused by events beyond its reasonable control, including natural disasters, epidemics, war, civil unrest, government action, internet or infrastructure outages, or labor disputes — provided the affected party gives prompt notice and uses reasonable efforts to mitigate.

These Terms and any SOW are governed by the laws of the Democratic Socialist Republic of Sri Lanka, without regard to conflict-of-law principles. The courts of Colombo, Sri Lanka have exclusive jurisdiction, except that either party may seek injunctive relief in any court of competent jurisdiction.

Before initiating litigation, the parties will attempt in good faith to resolve disputes through (a) direct negotiation between designated representatives for at least 30 days, and (b) if unresolved, mediation.

We may revise these Terms from time to time. The “Last updated” date at the top reflects the most recent revision. For material changes affecting active engagements, we will provide notice at least thirty (30) days before changes take effect. Continued use of our website or services after the effective date constitutes acceptance of the updated Terms.

• Entire agreement: these Terms, together with any signed SOW, constitute the entire agreement between the parties and supersede prior discussions on the same subject.
• No waiver: failure to enforce a right is not a waiver of that right.
• Severability: if any provision is held unenforceable, the remaining provisions remain in full force.
• Assignment: neither party may assign these Terms without the other’s written consent, except in connection with a merger, acquisition, or sale of substantially all assets.
• Independent contractors: CodeCabs operates as an independent contractor; nothing in these Terms creates a partnership, agency, or employment relationship.
• Notices: notices must be in writing and sent to the email or address on record.

For questions about these Terms or to discuss an engagement:

• Email: codecabs20@gmail.com
• Phone: +94 77 239 9480
• Address: Colombo, Sri Lanka