1. About these terms
These terms govern your use of codifiedstudio.com and, where a separate written agreement does not provide otherwise, our provision of development services. Codified Studio is an independent software development studio operating remotely, with its operational base at House no L-495, Universal Town, Karachi 74900, Pakistan. We work with clients in the United Kingdom, United States, United Arab Emirates and Pakistan.
Codified Studio is a trading name. Nothing on this website or in these terms should be read as a statement that we are incorporated, registered, licensed, certified or established as a business in any particular country.
By using this website you accept these terms. If you do not accept them, please do not use the site.
Every engagement we take on starts with its own written scope document and quotation (the "Project Agreement"). Where a Project Agreement and these general terms conflict, the Project Agreement prevails for that engagement.
These terms are intended for business clients. Our services are not offered to consumers, and where consumer protection law nevertheless applies to you, it takes precedence over anything here that would reduce your statutory rights.
2. Using this website
You may read, print and share material on this site for your own reference and internal business purposes. All content, layout, source code, text, graphics and branding on the site remain our property or that of our licensors, except where stated otherwise.
Case studies describe real client work, published with the relevant client's knowledge. Client names, logos and trade marks belong to those clients, and nothing here grants you rights in them.
3. Acceptable use
You agree not to use this site in a way that is unlawful, harmful, or likely to interfere with its operation or with other users. In particular, you agree not to:
- republish, resell or redistribute our written content as your own, or misrepresent our work as yours;
- scrape, crawl or otherwise extract content at a volume or frequency that places an unreasonable load on the site, or in breach of any published access restrictions;
- attempt to gain unauthorised access to the site, its infrastructure, or any connected system or data;
- introduce malicious code, or attempt to probe, scan or test the vulnerability of the site without our prior written consent;
- use the site to transmit unlawful, defamatory, infringing or misleading material, or unsolicited commercial communications; or
- use automated systems to extract content for the purpose of training machine learning models, except where permitted by applicable law or agreed with us in writing.
4. Website availability
We aim to keep this website available and up to date, but we do not undertake that it will be available uninterrupted or error-free. Access may be suspended, withdrawn or restricted at any time, including for maintenance, security or operational reasons, and we may change or remove content without notice.
The site is provided for general information. We use reasonable care in preparing it, but we do not warrant that all content is complete, current or accurate at any given time.
5. No legal or professional advice
Content on this website — including articles, guides, case studies and estimates — is provided for general information only. It is not legal, financial, tax, regulatory or other professional advice, and should not be relied on as a substitute for advice from a suitably qualified adviser in your jurisdiction.
Where we discuss regulatory or compliance topics in the course of a project, we do so from a technical and implementation perspective. Responsibility for determining what the law requires of your business, and for obtaining professional advice on it, remains yours.
6. Quotations and scope
Prices published on this site are indicative ranges intended to help you assess budget fit. They are not offers and are not capable of acceptance.
A binding price arises only from a written proposal for your specific project. That proposal sets out what is included, what is excluded, assumptions relied on, the indicative delivery timeline and the price. Quotations remain open for 30 days from issue unless stated otherwise, and may be withdrawn or revised before acceptance.
Estimates of timing are given in good faith on the basis of the information available and the assumptions stated. Timelines depend on your input, on third-party dependencies, and on scope remaining stable; they are targets rather than fixed commitments unless a Project Agreement expressly states otherwise.
7. Changes to scope
Where you ask for work outside the agreed scope, we will tell you before carrying it out and quote it separately. We do not add unagreed work and invoice for it afterwards.
Changes take effect once agreed in writing, which for these purposes includes email confirmation. An agreed change may affect price, timeline and dependencies, and the Project Agreement is adjusted accordingly.
Where a change request, a delay caused by a third party, or a change in your requirements materially affects the work already carried out, we may revise the timeline and quote the additional effort involved.
8. Payment and deposits
- Payment is milestone-based and tied to deliverables. A common structure is 50% to commence and 50% on delivery; larger projects are divided into further stages. The structure applicable to you is stated in your proposal before you commit.
- An initial deposit is payable before work begins. Deposits are non-refundable once work has commenced, because capacity is allocated and reserved for you at that point. This reflects a genuine pre-estimate of the commitment made, not a penalty.
- Invoices are payable within 14 days of issue unless your Project Agreement states otherwise. Amounts are payable in full without set-off, counterclaim or deduction, except as required by law.
- Where an account is materially overdue, we may, having given you notice and a reasonable opportunity to pay, suspend work, withhold deliverables and pause access to work in progress until payment is received. We may also charge interest on overdue sums at a reasonable commercial rate.
- Prices are quoted in USD and are exclusive of taxes and duties. Bank charges, currency conversion costs, and any local taxes, levies or withholding are your responsibility unless the proposal states otherwise. Where withholding is required by law, the sum payable is adjusted so that we receive the amount we would have received without it.
- Third-party costs — hosting, domains, API usage, paid plugins, licences, app store fees — are passed through at cost and are your responsibility unless expressly included in the quotation. Where we commit to such costs on your behalf, they are payable by you even if the project is later cancelled.
9. Your responsibilities
Projects are more often delayed by missing input than by missing code. To keep to the timeline we need content, brand assets, access credentials, approvals and decisions when we ask for them. You agree to provide these promptly and to nominate a person authorised to give approvals on your behalf.
Where a project is blocked awaiting your input for more than 30 days, we may pause it and reschedule. Restarting a paused project depends on availability and may move the delivery date. Costs already incurred and milestones already reached remain payable.
You confirm that any content, images, data, code or credentials you provide are either yours or properly licensed for the use requested, and that our use of them as directed by you will not infringe the rights of any third party or breach applicable law.
You are responsible for the accuracy and legality of material you supply, for maintaining your own backups of data you provide, and for obtaining any consents required where the project involves personal data belonging to your users or customers.
10. Client materials
Materials you supply remain yours. You grant us a non-exclusive licence to use, copy, modify and store them for the purpose of performing the engagement, and to the extent needed to exercise any rights that survive it.
Where reasonably practicable we will return or delete client materials on request after completion, subject to records we are required to retain and to archived copies held in routine backups, which are overwritten in the ordinary course.
You agree to indemnify us against claims, losses and reasonable costs arising from material you supply infringing a third party's rights, or from our use of it in accordance with your instructions. This does not apply to the extent a claim arises from our own breach of these terms.
11. Revisions and acceptance
Revision rounds are built into every quotation rather than charged on top. We do not close a project until the agreed scope functions as specified.
Revisions cover bringing the agreed scope to specification. They do not cover unlimited redesigns, changes of direction after a stage has been approved, or new features — those constitute new scope and are quoted separately.
Where a deliverable is submitted for approval, please review it and provide consolidated written feedback within the period stated in the Project Agreement, or within 10 working days if none is stated. If we receive no feedback within that period, the deliverable is treated as accepted so that the project can proceed. Acceptance of a stage does not waive your right to have genuine defects corrected under clause 14.
12. Intellectual property and transfer of ownership
All intellectual property rights in work produced for a project remain with us until we have received payment in full of all sums due for that project. Until that point, you have a limited, revocable licence to use the deliverables for review and testing purposes only.
On receipt of payment in full, all custom code, designs and assets produced specifically for your project are assigned to you, together with the hosting accounts, domains, repositories and accompanying documentation created for it. There is no licence fee and no continuing payment to us for their use. We do not intentionally create vendor lock-in, and we aim to hand over in a form another competent developer can pick up.
Two exclusions apply, both standard. First, third-party and open-source components remain subject to their own licences and are not assigned; we will identify the significant ones your project depends on. Second, we retain ownership of our own pre-existing tools, libraries, frameworks and internal boilerplate, together with general skills, techniques and know-how developed in the course of our work. For those retained elements, we grant you a non-exclusive, perpetual, irrevocable, worldwide licence to use them as incorporated in the delivered project.
Unless otherwise agreed in writing before or during the engagement, we may describe the completed work in our portfolio, on social media, or as a case study using your name and logo. Where a project is confidential or subject to a non-disclosure agreement, we will not do so.
13. Open-source and third-party services
Projects commonly incorporate open-source components and depend on third-party platforms and services — hosting, payment providers, APIs, app stores, analytics, email delivery and similar.
Open-source components are provided under their own licences, typically without warranty from their authors. Your use of them is governed by those licences, and we will tell you which significant ones apply so that you can review them where relevant.
Third-party services are supplied by their providers under their own terms and pricing, which may change. We do not control them, do not warrant their availability, performance, security or continuity, and are not responsible for their acts or omissions. Where a third party changes or withdraws a service in a way that affects your project, any work required to adapt is new scope and is quoted separately.
Where an account with a third-party provider is opened in your name, you are responsible for its terms, its fees and its ongoing administration.
14. Warranty
We warrant that the services will be performed with reasonable skill and care, and that delivered work will materially conform to the agreed scope.
We further warrant that, for 30 days following launch or delivery, we will correct at no charge any reproducible defect introduced by us that causes the deliverable not to conform materially to the agreed scope. This is your primary remedy for defects in that period.
The warranty does not extend to: changes made by you or a third party after handover; failures, changes or outages in third-party services, platforms or open-source components; issues arising from content, data or credentials you supplied; use of the deliverables other than as intended or documented; or requirements identified after the scope was agreed.
To the fullest extent permitted by applicable law, and except as expressly stated in these terms or a Project Agreement, all other warranties, conditions and terms, whether express or implied by statute, common law or otherwise — including as to satisfactory quality, fitness for a particular purpose, uninterrupted or error-free operation, or non-infringement — are excluded. Software of any complexity may contain defects, and we do not represent that the deliverables will be free from them.
15. Support and maintenance
Beyond the warranty period, ongoing support, maintenance, hosting management and further development are available under a separate written arrangement. They are not included in a project fee unless the Project Agreement expressly says so.
Where no support arrangement is in place, we will respond to requests on a reasonable-endeavours basis subject to availability, and chargeable work is quoted before it is carried out. We do not offer guaranteed response or resolution times unless a support agreement providing for them has been signed.
16. Confidentiality
Each party will treat information disclosed by the other that is identified as confidential, or which would reasonably be understood to be confidential in the circumstances, as confidential. Each party will use it only for the purposes of the engagement, will disclose it only to those of its personnel and contractors who need it and are bound by equivalent obligations, and will protect it with reasonable care.
These obligations do not apply to information that is or becomes public other than through a breach of this clause, that was lawfully known before disclosure, that is independently developed without reference to the disclosed information, or that is lawfully received from a third party without restriction.
Either party may disclose confidential information where required by applicable law, regulation or a competent authority, or to establish, exercise or defend legal claims — where practicable and lawful, after notifying the other party.
We will sign your non-disclosure agreement, or provide ours, before sensitive project detail is exchanged. This is a normal request and there is no friction to it. These obligations continue for 3 years after the engagement ends, and for as long as the information remains a trade secret under applicable law.
Personal data handled in the course of a project is dealt with under our Privacy Policy and, where applicable, a separate written data processing agreement.
17. Cancellation and suspension
Either party may terminate an engagement on written notice. If you terminate, you remain liable for work completed and work in progress up to the effective date, together with any non-recoverable third-party costs committed on your behalf. We will hand over everything produced to that point once those sums are paid.
If we terminate other than for your breach — which we would expect to happen only in exceptional circumstances — we will refund amounts paid for work not yet performed and hand over work in progress.
Either party may terminate immediately on written notice where the other is in material breach and has not remedied it within 14 days of being asked to, or where the other becomes insolvent or ceases to carry on business.
Termination does not affect rights or liabilities accrued before it. Clauses which by their nature are intended to survive — including payment, intellectual property, confidentiality, warranty exclusions, liability and governing law — continue to apply.
18. Force majeure
Neither party is liable for failure or delay in performing its obligations (other than an obligation to pay money that has fallen due) where that failure or delay results from events beyond its reasonable control. These may include natural disasters, epidemics, war, civil unrest, terrorism, government action or restriction, industrial action, and failures of power, telecommunications, internet connectivity or third-party platforms.
The affected party will notify the other as soon as reasonably practicable, and will use commercially reasonable efforts to limit the effect and resume performance. Timelines are extended by a period reasonably reflecting the disruption. Where such an event continues for more than 60 days, either party may terminate the affected engagement on written notice, and clause 17 applies to the consequences.
19. Limitation of liability
Nothing in these terms limits or excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be limited or excluded.
Subject to that, and to the fullest extent permitted by applicable law, our total aggregate liability arising out of or in connection with an engagement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, is limited to the total fees actually paid by you to us for that engagement in the 12 months preceding the event giving rise to the claim.
We are not liable for indirect, special or consequential loss, or for loss of profit, revenue, anticipated savings, business, goodwill, opportunity, or for loss, corruption or unavailability of data, however arising, even if the possibility of such loss was known.
We are not liable for failures in third-party platforms, services or components outside our control — including hosting outages, API or platform changes, payment provider decisions, app store policy changes, security incidents affecting a provider, or discontinuation of a service.
We are not liable for loss arising from your failure to maintain adequate backups, from changes made to deliverables by you or a third party after handover, from your use of deliverables other than as intended, or from information or instructions you supplied being inaccurate or incomplete.
Any claim arising in connection with an engagement must be notified to us in writing within 12 months of the date on which you became aware, or ought reasonably to have become aware, of the circumstances giving rise to it.
These limits reflect the fees charged and the allocation of risk the parties have agreed. If you need a higher limit for a particular project, tell us during scoping — it can be addressed commercially in the Project Agreement.
20. Assignment and subcontracting
You may not assign, transfer or otherwise deal with your rights or obligations under these terms without our prior written consent, which will not be unreasonably withheld.
We may assign or transfer our rights and obligations in connection with a transfer or restructuring of the studio or its business, on notice to you.
We work with a distributed team and may engage contractors and subcontractors to perform parts of an engagement. Where we do, we remain responsible to you for the performance of the services, and we require equivalent confidentiality obligations from those we engage.
21. General
- Entire agreement — these terms, together with the applicable Project Agreement and any documents expressly referred to in it, form the entire agreement between us on their subject matter and supersede prior discussions, proposals, representations and understandings. Neither party relies on any statement not expressly set out in them, though nothing excludes liability for fraudulent misrepresentation.
- Severability — if any provision is found to be invalid, illegal or unenforceable, it is modified to the minimum extent necessary to make it enforceable, or if that is not possible, severed. The remaining provisions continue in full force.
- Waiver — a failure or delay in exercising a right is not a waiver of it, and a single or partial exercise does not prevent further exercise. A waiver is effective only if given in writing, and applies only to the instance for which it is given.
- No partnership or agency — nothing in these terms creates a partnership, joint venture, employment or agency relationship between the parties. We provide services as an independent contractor.
- Third-party rights — a person who is not a party to these terms has no right to enforce any of them.
- Notices — notices must be in writing and may be sent by email to the addresses used by the parties for the engagement. Notices of termination or breach should also be confirmed by a second method where reasonably practicable.
- Non-solicitation — during an engagement and for 12 months afterwards, neither party will knowingly solicit the other's personnel who were directly involved in it, except through a general recruitment advertisement not targeted at them.
22. Governing law and disputes
These terms, and any dispute or claim arising out of or in connection with them or their subject matter (including non-contractual disputes or claims), are governed by the laws of the Islamic Republic of Pakistan. The courts at Karachi have exclusive jurisdiction, save that we may bring proceedings to recover sums due, or to protect our intellectual property or confidential information, in any court of competent jurisdiction.
That is where the business operates, which makes it the jurisdiction in which these terms can realistically be enforced. If your organisation requires a different governing law — some procurement processes do — raise it during scoping and we will address it in the Project Agreement rather than leaving it to these general terms.
Before either party commences proceedings, we ask that the matter is first raised with us directly and that both parties attempt in good faith to resolve it through discussion for at least 30 days. This does not prevent either party from seeking urgent interim relief.
23. Changes to these terms
We may update these terms from time to time. The version published on this page is the one in force for use of this website. For an engagement, the version in force is the one published when your proposal was accepted, unless we agree otherwise in writing.
Questions about any of this can be sent to admin@codifiedstudio.com.