About these terms
These Terms and Conditions (the “Terms”) govern your use of the website at codivolabs.com (the “Site”) and, where stated, the professional services provided by Codivo Labs (“Codivo Labs”, “we”, “us”, “our”).
By using the Site you accept these Terms. If you do not accept them, please stop using the Site. Our Privacy Policy forms part of these Terms.
Our published applications are governed by their own terms — for Storage Optimizer, see the Storage Optimizer Terms of Use.
Using this website
The Site is provided for information about our business. You may view it, and print or download extracts for your own reference. You agree not to:
- Use the Site in any way that is unlawful, fraudulent or harmful
- Attempt to gain unauthorised access to the Site, its hosting infrastructure, or any connected system
- Introduce malicious code, or attempt to interfere with the Site's availability or integrity
- Scrape or systematically extract content in order to build a competing service, or republish substantial parts of the Site as your own
- Misrepresent your identity or your affiliation with any person or organisation
We may withdraw or change the Site, or any part of it, without notice, and we do not guarantee that it will always be available or uninterrupted.
No professional advice or guarantee
Content on the Site is general information about software development and security practice. It is not legal, regulatory, compliance, financial or security advice for your specific circumstances, and you should not rely on it as a substitute for a professional engagement.
Examples shown on the Site — including any sample audit findings, figures or report extracts — are illustrative and do not describe any identified client engagement. Nothing on the Site is an offer capable of acceptance, and no client relationship is created until we have a signed engagement agreement or accepted written proposal in place.
Intellectual property
All content on the Site — text, design, code, layout, graphics and the Codivo Labs name and logo — belongs to us or our licensors and is protected by intellectual property law. Except as these Terms allow, you may not copy, adapt, republish or commercially exploit it without our written permission.
Third-party links
Where the Site links to a third-party website, that link is provided for convenience. We do not control those sites, do not endorse them, and are not responsible for their content, availability or privacy practices.
Our applications
Applications we publish are licensed under their own terms, which prevail over these Terms in respect of the application concerned. Where an application is distributed through the Apple App Store or Google Play, the store's own terms of service also apply to your download and any purchase.
Support for our applications is provided by email at support@codivolabs.com.
Professional services
The remaining sections apply where you engage us for services — code audits, security reviews, remediation, web or mobile development, cloud and DevOps work, or a retainer.
Each engagement is defined by a written proposal, statement of work or order (the “SOW”), which sets out the scope, deliverables, timeline and fees. These Terms apply to every engagement. Where an SOW conflicts with these Terms, the SOW prevails for that engagement. Your purchase order terms do not apply unless we agree to them in writing.
Changes to an agreed scope are handled by written variation, including any effect on fees or timeline.
Your obligations as a client
To let us do the work, you agree to:
- Provide timely access to the code, systems, environments, credentials and people the engagement requires
- Give accurate and complete information, and tell us about known issues, constraints or planned changes
- Nominate a decision-maker who can approve scope, review deliverables and respond within a reasonable time
- Warrant that you own or are authorised to grant us access to every system and codebase you ask us to work on, and that doing so does not breach any third-party agreement or law
- Maintain your own backups, and take your own snapshot before we make changes to a production system
- Obtain any consent or authorisation required for security testing, including from any third-party host or provider
Where a delay is caused by information or access we are waiting on, timelines shift accordingly and we may recover reasonable costs of standing time.
Fees, invoicing and taxes
- Fees, currency and the payment schedule are set out in the SOW
- Fixed-price work is typically invoiced partly in advance, with the balance on delivery. Retainers are invoiced monthly in advance
- Invoices are payable within 15 days of issue unless the SOW says otherwise. We may charge interest on overdue amounts at the statutory rate, or 1.5% per month, whichever is lower
- Fees exclude taxes and duties, which you pay in addition where they apply. Where you must withhold tax, the amount payable to us is grossed up so that we receive the agreed sum
- Third-party costs — licences, cloud services, App Store fees, paid tooling — are yours, and are either purchased by you directly or recharged at cost with your prior approval
- We may suspend work on an engagement while an invoice is more than 15 days overdue, having given you notice first
Deliverables and ownership
On payment in full for the relevant engagement, we assign to you all intellectual property rights we create specifically for you in the deliverables. Until payment is received, we retain those rights and grant no licence to use the deliverables in production.
We retain ownership of our pre-existing materials — our internal tooling, libraries, checklists, report templates and general know-how — and of anything of general application we develop that is not specific to you. Where those materials are embedded in a deliverable, we grant you a perpetual, worldwide, royalty-free, non-exclusive licence to use, modify and distribute them as part of that deliverable.
Deliverables may include open source components, each licensed under its own terms. We will identify significant components and their licences so you can satisfy yourself that they suit your use.
Nothing prevents us from carrying out similar work for other clients, or from reusing skills and general knowledge gained during an engagement.
Confidentiality
Each party will keep the other's confidential information in confidence, use it only for the engagement, disclose it only to people who need it and are bound by equivalent obligations, and protect it with at least reasonable care. These obligations continue for three years after the engagement ends, and indefinitely for source code and trade secrets.
They do not apply to information that is public through no breach, was already lawfully known, is independently developed, or must be disclosed by law — in which case the disclosing party gets prompt notice where that is lawful.
We will not name you as a client or publish anything about the engagement without your written permission. Client code is never used to train machine learning models. Our standing confidentiality practices are described in the Privacy Policy; we are happy to sign your NDA before receiving access.
Security findings and disclosure
Security assessment is a point-in-time exercise carried out with the access, time and scope agreed in the SOW. You accept that:
- No audit can find every vulnerability. A clean report is evidence of the checks we performed, not a guarantee that a system is secure or compliant
- Testing carries inherent risk to live systems, including performance degradation. Where we test against production at your request, you accept that risk and confirm you have backups
- Findings are confidential to you. We will not disclose them to any third party, and we ask that you do not attribute a public statement about your security posture to us without our written agreement
- Remediating findings is your decision. We are not responsible for consequences of findings you choose not to act on
- Where we discover a vulnerability in third-party software during an engagement, we will agree a responsible disclosure approach with you before contacting the vendor
Warranties and disclaimers
We warrant that we will perform services with reasonable skill and care, in a professional manner, using appropriately qualified people. For 30 days after delivery of a deliverable, we will correct any material failure to conform to the SOW at no additional charge, provided you report it in writing within that period. That correction is your exclusive remedy for such a failure.
To the maximum extent permitted by law, and except as expressly stated in these Terms or an SOW, all other warranties, conditions and terms — whether express, implied or statutory — are excluded, including any implied warranty of merchantability, fitness for a particular purpose or non-infringement.
The Site and any free material we provide are supplied “as is”, without warranty of any kind. We do not warrant that software will be error-free, that a system will be free of vulnerabilities, or that any particular business outcome will follow from our work.
Nothing in these Terms excludes any statutory right of a consumer that cannot lawfully be excluded.
Limitation of liability
To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, consequential, exemplary or punitive damages, or for loss of profit, revenue, anticipated savings, goodwill, business opportunity, or loss or corruption of data, however caused and on any theory of liability, even if advised of the possibility.
Our total aggregate liability arising out of or in connection with an engagement — in contract, tort (including negligence), breach of statutory duty or otherwise — is limited to the total fees you paid us for that engagement in the twelve months preceding the event giving rise to the claim.
Our total aggregate liability arising out of your use of the Site, or of any material provided free of charge, is limited to one hundred United States dollars (USD 100).
These limits do not apply to liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, a breach of confidentiality obligations, your obligation to pay fees due, or any liability that cannot lawfully be limited.
Any claim must be brought within twelve months of the date you became aware, or ought reasonably to have become aware, of the circumstances giving rise to it.
Indemnity
You will indemnify us against claims, losses and reasonable costs arising from (a) your breach of the warranty that you are authorised to grant access to the systems and code you asked us to work on, (b) content or materials you supplied that infringe a third party's rights, and (c) your use of a deliverable in a manner or for a purpose outside the SOW.
Suspension and termination
Either party may terminate an engagement for convenience on 30 days' written notice, or immediately if the other materially breaches these Terms and does not remedy the breach within 15 days of written notice, or becomes insolvent.
On termination you pay for work performed and expenses committed up to the effective date, and we deliver work in progress in its then-current state, revoke our access to your systems and delete local copies of your material except where we must retain it by law. Provisions that by their nature should survive — including ownership, confidentiality, liability limits and governing law — do so.
Events outside our control
Neither party is liable for failure or delay caused by events beyond its reasonable control, including natural disaster, war, civil unrest, epidemic, industrial action, failure of a utility, telecommunications or cloud provider, cyber attack, or government action. The affected party will notify the other promptly and use reasonable efforts to mitigate. If such an event continues for more than 60 days, either party may terminate the affected engagement.
General
- Independent contractor. We act as an independent contractor. Nothing in these Terms creates a partnership, joint venture, agency or employment relationship
- Subcontracting. We may use subcontractors bound by equivalent confidentiality obligations, and remain responsible for their work
- Assignment. Neither party may assign these Terms without the other's written consent, except to a successor of substantially all of its business
- Notices. Notices are given in writing by email to the addresses on the SOW, or to legal@codivolabs.com for us, and are effective on the next business day
- Entire agreement. These Terms together with the applicable SOW are the entire agreement between us on their subject matter and supersede earlier discussions, except that nothing limits liability for fraud
- Severance and waiver. If a provision is unenforceable, the rest remain in force. A failure to enforce a provision is not a waiver of it
- Third parties. Except as expressly stated, these Terms create no rights for anybody who is not a party to them
Governing law and disputes
These Terms are governed by the laws of India, without regard to conflict-of-laws rules, and the courts of India have exclusive jurisdiction over any dispute arising out of them.
Before starting proceedings, both parties will attempt in good faith to resolve the dispute through discussion between senior representatives for at least 30 days. Nothing prevents either party from seeking urgent injunctive relief, particularly to protect confidential information or intellectual property.
If you are a consumer resident outside India, this section does not deprive you of the protection of the mandatory consumer laws of your country of residence.
Changes to these terms
We may revise these Terms from time to time. The version published on this page at the time you use the Site is the one that applies to that use, and the version in force when an SOW is signed is the one that applies to that engagement — later changes do not alter a signed engagement unless both parties agree in writing. We will update the “Last updated” date whenever we make a change.
Contact us
If any part of this document is unclear, or you want to exercise a right described in it, write to us and a person will reply.
Email: legal@codivolabs.com