Please read these terms carefully before engaging our services.
These Terms of Service ("Terms") constitute a binding agreement between Kodlyft ("we", "us", "our") and you ("Client", "you"), governing the provision of software development, technology consulting, cloud infrastructure and related services ("Services") as described in an agreed Statement of Work or proposal ("SOW").
By signing a proposal or SOW, making a payment, or otherwise instructing us to commence work, you confirm that you have read, understood and agreed to these Terms.
Kodlyft will provide the Services set out in the relevant SOW. Each SOW forms part of these Terms. Where a conflict arises, the SOW shall prevail for that engagement.
We reserve the right to subcontract any portion of the Services to qualified third parties without your prior approval, provided we remain fully responsible for the quality of delivery.
Any changes to the agreed scope must be confirmed in writing by both parties before additional work commences. Out-of-scope requests will be quoted separately.
Fees are as stated in the relevant SOW. Unless otherwise agreed in writing:
All fees are in the currency stated in the SOW. Applicable taxes (GST, sales tax, withholding tax, etc.) are your responsibility unless stated otherwise in the SOW.
Client Materials. Any intellectual property, data or materials you provide to us remain your property. You grant Kodlyft a limited, non-exclusive licence to use them solely to deliver the Services.
Deliverables. Upon receipt of full payment, Kodlyft assigns to you all rights, title and interest in the custom deliverables created specifically for you under the SOW ("Deliverables").
Background IP. Kodlyft retains ownership of all pre-existing tools, frameworks, libraries, methodologies and general-purpose code ("Background IP") brought to the engagement or developed independently. Where Deliverables incorporate Background IP, we grant you a perpetual, royalty-free, worldwide licence to use that Background IP solely as incorporated in the Deliverables.
Open-source components. Where we incorporate open-source software, such components are governed by their respective licences, which we will disclose on reasonable request.
Each party agrees to keep the other's Confidential Information strictly confidential and not to disclose it to third parties without prior written consent, except: (a) to employees or contractors on a need-to-know basis to perform obligations under these Terms; or (b) as required by applicable law or valid court order.
"Confidential Information" means any non-public information disclosed by one party to the other that is marked confidential or that a reasonable person would understand to be confidential given the context.
These confidentiality obligations survive termination of any engagement for a period of three years.
Kodlyft warrants that Services will be performed in a professional manner consistent with industry standards. We will remedy any defects in Deliverables reported in writing within 30 days of delivery at no additional charge, provided the defect is not caused by your modification of the Deliverables or by third-party software.
You warrant that you own or have sufficient rights in all content, data and materials you provide to us, and that their use in the Services will not infringe any third-party intellectual property rights.
Except as expressly stated in these Terms, we disclaim all other warranties, including implied warranties of merchantability or fitness for a particular purpose.
To the fullest extent permitted by applicable law, Kodlyft's total aggregate liability for any claims arising out of or in connection with the Services is limited to the total fees paid by you in the three months immediately preceding the event giving rise to the claim.
Neither party shall be liable to the other for any indirect, consequential, special, incidental or punitive damages, including loss of profits, loss of data or loss of business opportunity even if advised of the possibility of such damages.
Nothing in these Terms limits or excludes liability for death or personal injury caused by negligence, fraud, or any other liability that cannot be excluded by law.
Either party may terminate an engagement by giving 30 days' written notice. You will be invoiced for all work completed up to the effective termination date at the agreed rate. Where a fixed-price project is terminated after commencement, a fair and proportionate fee is payable based on work completed and costs incurred.
Kodlyft may immediately suspend or terminate Services without notice if you fail to make payment when due and do not remedy the failure within 7 days of written notice, or if you materially breach these Terms and do not remedy the breach within 14 days of written notice.
Neither party is liable for any delay or failure to perform caused by events beyond their reasonable control, including natural disasters, power outages, internet failures, labour disputes or government actions, provided the affected party promptly notifies the other and takes reasonable steps to mitigate the impact.
These Terms are governed by the laws of the Islamic Republic of Pakistan. The parties agree to first attempt to resolve any dispute through good-faith negotiation. Failing resolution within 30 days, disputes shall be submitted to binding arbitration in Lahore, Pakistan, conducted in English, under the Arbitration Act 1940 (as amended).
We may update these Terms from time to time. Where a material change affects an ongoing engagement, we will provide at least 14 days' written notice. For new engagements, the Terms in effect on the date of your SOW apply. Continued use of our Services after the effective date of any revision constitutes your acceptance of the revised Terms.
Questions about these Terms? Email us at hello@kodlyft.com and we'll respond within one business day.