Terms of Service

These Terms of Service ("Terms") govern your access to and use of the Code Kumite website, products, and services (collectively, the "Services"), and any agreement referencing these Terms. By accessing our website, submitting an inquiry, signing a proposal, or otherwise engaging Code Kumite ("we", "us", "our"), you ("Client", "you") agree to be bound by these Terms. Where a signed Master Service Agreement (MSA), Statement of Work (SOW), or order form exists between you and Code Kumite, that document governs to the extent of any conflict with these Terms.

1. Scope of Services

Code Kumite provides business software, automation, and digital growth services, including but not limited to POS, accounting, CRM, HRMS, clinic and hospital management systems, WhatsApp automation, AI and automation services, SEO and content marketing, website and application development, and related consulting. The specific scope, deliverables, timelines, and fees for any engagement are set out in a proposal, SOW, or order form agreed in writing before work begins.

2. Use of Services

You agree to use our Services only for lawful purposes and in accordance with these Terms. You must not:

• Use our software or platforms in any way that causes, or may cause, damage to the Services or impairment of their availability or accessibility
• Use the Services to transmit unlawful, defamatory, infringing, or harmful content
• Attempt to gain unauthorized access to any part of the Services, other users' accounts, or our systems
• Reverse engineer, decompile, or attempt to extract the source code of any software we provide, except where permitted by law
• Use automated means to scrape, crawl, or extract data from the Services without our prior written consent
• Resell, sublicense, or provide the Services to third parties without our prior written consent

We reserve the right to suspend or terminate access to the Services for any account found to be in violation of this section.

3. Client Responsibilities

You agree to provide timely, accurate, and complete information, content, credentials, and access reasonably required for us to perform the Services. Delays caused by your failure to provide required inputs, approvals, or access may extend project timelines accordingly and will not constitute a breach by Code Kumite. You are responsible for the accuracy and legality of any data, content, or business information you provide to us for use within the Services.

4. Fees, Invoicing, and Payment

Fees for Services are set out in the applicable proposal, SOW, or order form. Payment terms, invoicing schedules, and late payment consequences are governed by our Payment Terms, which are incorporated into these Terms by reference. Unless otherwise agreed in writing, all fees are exclusive of applicable taxes, which will be added to invoices where required by law.

5. Intellectual Property

Pre-existing IP. All content, software, platforms, frameworks, tools, and materials developed by Code Kumite prior to or independently of a specific engagement ("Pre-existing IP"), including our proprietary CRM, POS, HRMS, and automation frameworks, remain the exclusive property of Code Kumite. Nothing in these Terms transfers ownership of our Pre-existing IP.

Custom deliverables. Unless otherwise agreed in writing in the applicable SOW, custom deliverables developed specifically for you and paid for in full (excluding our Pre-existing IP, open-source components, and third-party licensed tools embedded within the deliverable) are licensed to you on a perpetual, non-exclusive, non-transferable basis for your internal business use. Full ownership transfer of custom deliverables, where offered, is available only under a written agreement expressly providing for it and only after all applicable fees have been paid in full.

License back. You grant Code Kumite a limited license to use your trademarks, logos, and business name solely to identify you as a client in our portfolio, case studies, and marketing materials, unless you notify us in writing that you do not consent to such use.

6. Confidentiality

Each party agrees to protect the other party's confidential information with the same degree of care it uses for its own confidential information (and no less than reasonable care), and to use such information only for the purposes of the engagement. This obligation survives termination of the engagement and continues for as long as the underlying information remains confidential.

7. Warranties and Disclaimers

We will perform the Services with reasonable skill and care consistent with generally accepted industry standards. Except as expressly stated in a written SOW, the Services are provided "as is" and "as available," and Code Kumite disclaims all other warranties, whether express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the Services will be uninterrupted, error-free, or that all defects will be corrected.

8. Limitation of Liability

To the maximum extent permitted by applicable law, Code Kumite shall not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or any loss of profits, revenue, data, or business opportunity, arising out of or related to these Terms or the Services, even if advised of the possibility of such damages. Code Kumite's total aggregate liability arising out of or related to an engagement shall not exceed the total fees paid by you to Code Kumite for the specific Services giving rise to the claim in the twelve (12) months preceding the event giving rise to liability. Nothing in these Terms limits liability that cannot be limited under applicable law, including liability for fraud or willful misconduct.

9. Indemnification

You agree to indemnify and hold Code Kumite, its officers, employees, and contractors harmless from any claims, damages, liabilities, and expenses (including reasonable legal fees) arising from: (a) your breach of these Terms; (b) your misuse of the Services; (c) content or data you provide that infringes third-party rights or violates applicable law; or (d) your violation of any applicable law or regulation.

10. Term, Suspension, and Termination

These Terms remain in effect for as long as you use the Services or for the duration of the applicable SOW. We may suspend or restrict access to the Services immediately, without prior notice, in the event of a material breach of these Terms, non-payment of undisputed fees beyond the cure period set out in our Payment Terms, or conduct that poses a security or legal risk. Either party may terminate an ongoing engagement in accordance with the termination provisions of the applicable SOW or MSA. Termination does not relieve you of the obligation to pay for Services performed and fees accrued prior to the termination date.

11. Force Majeure

Neither party will be liable for any failure or delay in performance to the extent caused by circumstances beyond its reasonable control, including natural disasters, government action, internet or utility outages, labor disputes, or other events of force majeure.

12. Governing Law and Dispute Resolution

These Terms are governed by the laws of India, without regard to conflict-of-law principles. Any dispute arising out of or relating to these Terms or the Services that cannot be resolved amicably through good-faith negotiation within thirty (30) days shall be subject to the exclusive jurisdiction of the courts of Kolkata, West Bengal, India.

13. General Provisions

If any provision of these Terms is found unenforceable, the remaining provisions will continue in full force. These Terms, together with any applicable SOW or MSA, constitute the entire agreement between you and Code Kumite regarding the Services and supersede any prior agreements on the same subject matter. We may update these Terms from time to time; continued use of the Services after changes take effect constitutes acceptance of the revised Terms.

14. Contact

Questions about these Terms can be sent to info@codekumite.com.