Terms of Service

1. About these terms

These terms govern your use of the CodeCafe website and, where we have not signed a separate agreement with you, the services we provide. CodeCafe is a software development and business consultancy firm based in Khulna, Bangladesh.

Where a signed master services agreement, statement of work or proposal exists between us, that document takes precedence over these terms for anything it covers.

2. Using this website

You may use this site to learn about our services, review our work and contact us. You may not attempt to gain unauthorised access to any part of the site or its infrastructure, probe or scan it without our written permission, submit automated or bulk enquiries, or use it to distribute unlawful, misleading or harmful material.

We run authorised security testing on our own systems. If you believe you have found a vulnerability in this site, please report it to hello@codecafe.dev rather than disclosing it publicly, and give us reasonable time to fix it.

3. Enquiries and consultations

Submitting a contact form or booking a consultation does not create a contract. It is an invitation for us to discuss your requirements. Work begins only once both parties have agreed a written scope, timeline and fee.

Free consultations are exactly that — advisory conversations offered at no cost and with no obligation on either side. Any estimate given during a consultation is indicative until confirmed in a written proposal.

4. Proposals, scope and change

Every proposal states its scope, assumptions, deliverables, timeline and price. Anything not listed is out of scope. Where you request a change, we will quote the effect on cost and schedule before doing the work, and proceed only once you approve it in writing.

Fixed-price engagements assume the requirements agreed at signing. Where those requirements change materially, we will re-baseline the engagement rather than absorb the difference silently.

5. Your responsibilities

Delivery depends on both sides. You agree to provide timely access to the people, systems, credentials, environments and information the project requires, to nominate a decision-maker empowered to approve scope and sign off deliverables, and to review deliverables within the agreed window.

Where a delay on your side moves the schedule, we will tell you what it costs in time and, where relevant, in money — before it becomes a problem.

6. Fees and payment

Fees, currency and the invoicing schedule are set out in the applicable proposal. Unless agreed otherwise, invoices are payable within 14 days of issue. We may suspend work on overdue accounts after giving written notice.

Quoted fees exclude VAT and any other applicable taxes, third-party licence costs and cloud infrastructure charges, which are billed at cost unless the proposal states otherwise.

7. Intellectual property

On full payment, ownership of the bespoke source code, designs and documentation we produce for your engagement transfers to you. We hand over the repositories and infrastructure configuration as part of closing the project.

We retain ownership of our pre-existing tools, libraries, frameworks and general know-how, and grant you a perpetual, non-exclusive licence to use them as embedded in your deliverables. Third-party components remain under their own licences, which we will identify on request.

8. Confidentiality

Each party will keep the other's confidential information in confidence, use it only for the purposes of the engagement, and protect it with at least the care it applies to its own confidential information. This obligation survives the end of the engagement.

We will not name you as a client or describe your project publicly without your written consent. Where consent is withheld, our portfolio describes the work without identifying you.

9. Warranties and support

We warrant that our work will be performed with reasonable skill and care by suitably qualified people, and that deliverables will conform materially to the agreed specification.

Defects reported within the warranty period stated in your proposal — 30 days from acceptance unless agreed otherwise — are corrected at no charge. The warranty does not cover faults caused by changes made by others, misuse, or third-party services outside our control.

Ongoing support and maintenance are provided under a separate agreement with its own response and resolution targets.

10. Limitation of liability

Nothing in these terms limits liability for death or personal injury caused by negligence, for fraud, or for anything else that cannot lawfully be limited.

Subject to that, neither party is liable for indirect or consequential loss, loss of profit, revenue, anticipated savings, goodwill or data, and each party's total aggregate liability arising out of an engagement is limited to the fees paid under that engagement in the twelve months preceding the claim.

11. Termination

Either party may terminate an engagement on 30 days' written notice, or immediately if the other commits a material breach that is not remedied within 14 days of written notice. On termination you pay for work completed and any non-cancellable commitments made on your behalf, and we hand over everything produced to that point.

12. Governing law

These terms are governed by the laws of Bangladesh, and the courts of Bangladesh have exclusive jurisdiction over any dispute arising from them. Before commencing proceedings, both parties agree to attempt resolution in good faith through discussion between senior representatives.

13. Changes and contact

We may update these terms as our services change. The effective date at the top of this page reflects the current version, and material changes affecting an active engagement will be communicated directly.

Questions about these terms: hello@codecafe.dev.