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Terms & Conditions

Last Updated: February 2026

1. Acceptance of Terms

These Terms and Conditions ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and Codenatives ("Company," "we," "us," or "our"), governing your use of our website, platform, and all information technology consulting, development, and managed services provided by Codenatives.

By accessing our website, engaging our services, or executing a statement of work or service agreement referencing these Terms, you acknowledge that you have read, understood, and agree to be bound by these Terms in their entirety. If you do not agree to these Terms, you must not use our website or engage our services.

These Terms apply in addition to any specific service agreement, statement of work, or master services agreement executed between you and Codenatives. In the event of a conflict between these Terms and a specific service agreement, the specific service agreement shall prevail to the extent of the conflict.

2. Description of Services

Codenatives provides information technology consulting, software development, AI and machine learning engineering, cloud infrastructure, quality assurance, managed services, and related professional services to enterprise clients. Our service offerings include, but are not limited to:

  • AI Platforms and intelligent automation solutions
  • Cloud Platforms and infrastructure modernization
  • Data Platforms, analytics, and decision science
  • Cyber Security and zero-trust architecture
  • Digital Engineering and application development
  • Managed AI services and ongoing technical support
  • Innovation Lab for emerging technology research and development

The specific scope, deliverables, timelines, and fees for each engagement are defined in the applicable statement of work or service agreement executed between the parties.

3. Client Obligations

To enable Codenatives to perform the services effectively, you agree to:

  • Provide timely access to all systems, data, documentation, and resources reasonably required for service delivery
  • Designate a primary point of contact with sufficient authority to make decisions related to the engagement
  • Review and provide feedback on deliverables within the timeframes specified in the applicable statement of work
  • Ensure that all information and materials provided to Codenatives are accurate, complete, and lawfully obtained
  • Maintain appropriate security measures for your own systems and data
  • Comply with all applicable laws and regulations related to the services and your use of any deliverables
  • Notify Codenatives promptly of any changes in requirements, systems, or circumstances that may affect service delivery

Delays or failures in meeting these obligations may result in adjusted timelines, additional costs, or modifications to the scope of services, which will be documented through a change order process.

4. Intellectual Property

Unless otherwise specified in a written agreement between the parties:

  • Client Materials: You retain all rights, title, and interest in any materials, data, content, or intellectual property that you provide to Codenatives for the purpose of performing the services ("Client Materials").
  • Deliverables: Upon full payment of all applicable fees, ownership of custom deliverables specifically created for you under a statement of work shall transfer to you. This transfer excludes any pre-existing intellectual property, tools, frameworks, libraries, or methodologies owned by Codenatives.
  • Codenatives IP: Codenatives retains all rights, title, and interest in its pre-existing intellectual property, proprietary tools, frameworks, methodologies, templates, and know-how ("Codenatives IP"), including any enhancements or modifications made during the course of an engagement. To the extent that any Codenatives IP is incorporated into a deliverable, Codenatives grants you a non-exclusive, perpetual, royalty-free license to use such Codenatives IP solely in connection with the delivered solution.
  • Third-Party Components: Deliverables may include open-source or third-party software components, which are subject to their respective license terms. Codenatives will identify any such components and their applicable licenses upon request.

5. Confidentiality

Both parties agree to maintain the confidentiality of all non-public information received from the other party during the course of the engagement ("Confidential Information"). Confidential Information includes, without limitation, business plans, technical data, source code, financial information, customer lists, trade secrets, and any information designated as confidential.

The receiving party agrees to:

  • Use Confidential Information solely for the purpose of fulfilling obligations under the applicable service agreement
  • Not disclose Confidential Information to any third party without the prior written consent of the disclosing party, except to employees, contractors, or agents who have a need to know and are bound by confidentiality obligations at least as protective as these Terms
  • Take reasonable measures to protect the confidentiality of such information, using at least the same degree of care as it uses to protect its own confidential information

These confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party prior to disclosure; (c) is independently developed by the receiving party without use of the Confidential Information; or (d) is disclosed pursuant to a legal requirement, provided that the receiving party gives reasonable notice to the disclosing party to allow it to seek protective measures.

Confidentiality obligations shall survive the termination of any service agreement for a period of three (3) years, or indefinitely for trade secrets as defined under applicable law.

6. Payment Terms

Fees for services shall be as set forth in the applicable statement of work or service agreement. Unless otherwise specified:

  • Invoices are issued monthly in arrears for time-and-materials engagements, or according to the milestone schedule for fixed-price engagements
  • Payment is due within thirty (30) days from the date of invoice
  • All fees are quoted in United States Dollars (USD) unless otherwise specified
  • Late payments shall accrue interest at a rate of 1.5% per month or the maximum rate permitted by law, whichever is less
  • Client is responsible for all applicable taxes, duties, and levies, excluding taxes based on Codenatives' net income
  • Codenatives reserves the right to suspend services if payment is overdue by more than fifteen (15) days following written notice

Any disputes regarding invoiced amounts must be raised in writing within fifteen (15) days of the invoice date. Undisputed portions of invoices remain due and payable according to the standard payment terms.

7. Limitation of Liability

To the maximum extent permitted by applicable law:

  • In no event shall Codenatives be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of data, loss of business opportunity, or business interruption, regardless of the cause of action or the theory of liability, even if Codenatives has been advised of the possibility of such damages.
  • Codenatives' total aggregate liability arising out of or in connection with any service agreement or these Terms shall not exceed the total fees actually paid by the Client to Codenatives during the twelve (12) month period immediately preceding the event giving rise to the claim.
  • These limitations shall apply regardless of whether the liability arises from breach of contract, tort (including negligence), strict liability, or any other legal theory.

Certain jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations may not apply to you to the extent prohibited by applicable law.

8. Warranties and Disclaimers

Codenatives warrants that:

  • Services will be performed in a professional and workmanlike manner, consistent with generally accepted industry standards
  • Personnel assigned to perform the services will possess the necessary skills, qualifications, and experience
  • Deliverables will materially conform to the specifications set forth in the applicable statement of work for a period of thirty (30) days following acceptance ("Warranty Period")

If a deliverable fails to conform to its specifications during the Warranty Period, Codenatives will, at its sole discretion, either repair or replace the non-conforming deliverable at no additional cost to the Client, provided that the Client notifies Codenatives in writing of the non-conformity within the Warranty Period.

EXCEPT AS EXPRESSLY SET FORTH HEREIN, ALL SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. CODENATIVES DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

9. Indemnification

Each party ("Indemnifying Party") agrees to indemnify, defend, and hold harmless the other party and its officers, directors, employees, and agents ("Indemnified Party") from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

  • The Indemnifying Party's breach of any representation, warranty, or obligation under these Terms or any applicable service agreement
  • The Indemnifying Party's negligent or willful acts or omissions
  • Any claim that materials provided by the Indemnifying Party infringe upon the intellectual property rights of a third party

The Indemnified Party shall promptly notify the Indemnifying Party of any claim, provide reasonable cooperation in the defense of the claim, and allow the Indemnifying Party to control the defense and settlement of the claim.

10. Termination

Either party may terminate a service agreement as follows:

  • For Convenience: Either party may terminate a service agreement by providing thirty (30) days' prior written notice to the other party. Client shall pay for all services performed and expenses incurred through the effective date of termination.
  • For Cause: Either party may terminate a service agreement immediately upon written notice if the other party: (a) commits a material breach of these Terms or the applicable service agreement and fails to cure such breach within fifteen (15) days of receiving written notice; (b) becomes insolvent, files for bankruptcy, or has a receiver or trustee appointed for a substantial portion of its assets.

Upon termination, Codenatives shall deliver to the Client all completed deliverables and work-in-progress for which payment has been made. The following provisions shall survive termination: Intellectual Property, Confidentiality, Limitation of Liability, Indemnification, and Governing Law.

11. Governing Law

These Terms and any service agreement incorporating these Terms shall be governed by, construed, and enforced in accordance with the laws of the State of California, United States of America, without regard to its conflict of laws principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Santa Clara County, California, for any disputes arising out of or related to these Terms.

12. Dispute Resolution

In the event of any dispute, controversy, or claim arising out of or relating to these Terms or any service agreement ("Dispute"), the parties agree to the following resolution process:

  • Negotiation: The parties shall first attempt to resolve the Dispute through good-faith negotiation between senior representatives of each party for a period of thirty (30) days following written notice of the Dispute.
  • Mediation: If the Dispute is not resolved through negotiation, the parties agree to submit the Dispute to mediation administered by a mutually agreed-upon mediator in Santa Clara County, California.
  • Arbitration: If the Dispute is not resolved through mediation within sixty (60) days, the Dispute shall be resolved by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules.

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or Confidential Information.

13. Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under these Terms or any service agreement if such failure or delay results from circumstances beyond the party's reasonable control, including but not limited to: natural disasters, acts of God, epidemics or pandemics, war, terrorism, government actions or orders, labor disputes, power failures, internet or telecommunications failures, cyberattacks, or supply chain disruptions.

The affected party shall promptly notify the other party in writing of the Force Majeure Event and its expected duration, and shall use commercially reasonable efforts to mitigate the impact and resume performance as soon as practicable.

14. Amendments

Codenatives reserves the right to modify or update these Terms at any time. Material changes will be communicated by posting the updated Terms on our website with a revised "Last Updated" date.

Continued use of our website or services after the posting of revised Terms constitutes your acceptance of such changes. No amendment or modification to a specific service agreement shall be valid unless made in writing and signed by authorized representatives of both parties.

15. General Provisions

  • Entire Agreement: These Terms, together with any applicable service agreements and statements of work, constitute the entire agreement between the parties with respect to the subject matter hereof.
  • Severability: If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
  • Waiver: The failure of either party to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.
  • Assignment: Neither party may assign its rights or obligations under these Terms without the prior written consent of the other party, except that Codenatives may assign these Terms to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets.
  • Independent Contractors: The relationship between the parties is that of independent contractors. Nothing in these Terms shall be construed to create a partnership, joint venture, agency, or employment relationship between the parties.

16. Contact Information

If you have any questions or concerns regarding these Terms and Conditions, please contact us at:

Codenatives
Cupertino, California, United States
Email: info@codenatives.com