Terms & Conditions

1. About Zodec

For purposes of these Terms, “Zodec”, “we”, “us” and “our” refer to the persons carrying on business under the trade name Zodec, operating from Kolkata, West Bengal, India.

Zodec is not described in these Terms as a company, private limited company, LLP, registered partnership, or other incorporated entity unless and until such status is formally established.

For paid client Services, the applicable quotation, proposal, statement of work, order form, invoice, service agreement, or other written commercial document may identify the individual or legal entity contracting with the client on behalf of Zodec.

If Zodec subsequently operates through a registered legal entity, these Terms may be updated to identify that entity.

2. Scope of These Terms

These Terms apply to:

• use of Zodec.in;
• enquiries and requests for proposals;
• website design and development;
• web application and software development;
• UI/UX and digital design;
• content and digital implementation services;
• search engine optimisation and related services;
• cloud, hosting, deployment and infrastructure-related services;
• integrations with APIs, CRMs, payment systems and other platforms;
• maintenance and support services;
• consulting and technical services;
• automation and AI-enabled services where offered;
• recurring or subscription-based Services where separately agreed;
• client accounts and portals that Zodec may introduce; and
• other digital, technology, design or business Services offered by Zodec.

The exact Services purchased by a client will be determined by the applicable proposal, quotation, statement of work, order, invoice or other written agreement.

3. Client Agreements and Order of Precedence

These Terms establish Zodec's general conditions.

A specific client engagement may also be governed by one or more of the following:

• proposal;
• quotation;
• statement of work (“SOW”);
• master services agreement;
• order form;
• invoice;
• service-level agreement;
• written change request; or
• another agreement accepted by both parties.

If a specific written agreement expressly conflicts with these Terms, the specific agreement will control for that particular engagement.

A proposal or quotation only covers the work specifically described in it.

Nothing shown on Zodec.in automatically forms part of the scope of a paid client project unless included in the applicable proposal or agreement.

4. Eligibility and Authority

You must be legally capable of entering into a binding agreement to purchase Services from Zodec.

If you use Zodec on behalf of a business, organisation or other entity, you represent that you have sufficient authority to act on its behalf and bind it to the applicable agreement.

You are responsible for ensuring that information provided to Zodec is accurate and that persons giving us instructions are authorised to do so.

5. Enquiries, Quotations and Proposals

Submitting an enquiry does not require Zodec to accept a project.

We may decline an enquiry or proposed engagement at our discretion where reasonably necessary, including where there is a conflict of interest, insufficient capacity, unacceptable legal or technical risk, non-payment history, abusive conduct, or a request outside the Services we provide.

Unless a proposal states otherwise, prices, estimated timelines and availability stated in a quotation may be subject to expiry or change before acceptance.

A project will normally commence only after any required advance or milestone payment has been received and the information necessary to begin the work has been provided.

6. Project Scope

Zodec will perform the Services described in the applicable agreed scope.

A request is considered outside scope when it materially adds to or changes the agreed requirements, functionality, deliverables, pages, integrations, designs, platforms, content volume, technical architecture or project assumptions.

Out-of-scope work may require:

• an additional quotation;
• additional fees;
• revised milestones;
• a revised delivery schedule; or
• a separate agreement.

Zodec is not required to perform additional work merely because it relates to the same project.

Work on a change may begin only after Zodec accepts the change and, where applicable, the client approves the associated fees.

7. Revisions and Approvals

The number of revisions included in a project will be determined by the applicable proposal.

Unless otherwise stated, revisions do not include a complete redesign, change of approved direction, replacement of previously approved content, new functionality, or expansion of the agreed scope.

Additional revisions may be charged separately.

Where Zodec requests feedback or approval, the client should respond within the timeframe stated in the applicable proposal or, where no timeframe is stated, within a reasonable period.

Approval may include approval provided by email, portal, messaging platform or another written communication method used for the project.

Once a stage has been approved, subsequent changes to that approved stage may be treated as additional work.

8. Client Responsibilities

Successful delivery depends on timely cooperation from the client.

The client is responsible for providing information reasonably required to perform the Services, which may include business information, branding assets, text, photographs, service information, domain or hosting access, platform credentials, legal or licensing information, product information, approvals and feedback.

The client remains responsible for reviewing and approving the accuracy of information relating to its business, products, services, pricing, licences, certifications, professional claims, guarantees, safety information and regulatory statements.

Zodec may rely on information supplied or approved by the client.

Zodec is not responsible for losses, delays or claims resulting from materially inaccurate, incomplete or unlawful information supplied or approved by the client.

9. Client Delays

Project timelines depend on timely client participation.

A project deadline or estimated delivery date may be extended where the client delays providing:

• content;
• information;
• approvals;
• feedback;
• credentials or access;
• payments;
• required decisions; or
• other project dependencies.

A delay by the client may affect Zodec's resource allocation and may require the project to be rescheduled according to current availability.

Unless Zodec expressly guarantees a date in writing, project timelines are reasonable estimates rather than absolute guarantees.

10. Fees and Payments

Fees will be specified in the applicable proposal, quotation, invoice, order or agreement.

Zodec may structure fees as:

• advance payments;
• milestone payments;
• fixed project fees;
• hourly charges;
• recurring service fees;
• maintenance fees;
• usage-related charges;
• additional-service charges; or
• another agreed pricing model.

Unless stated otherwise, a required milestone payment must be received before work on that milestone begins.

Zodec may suspend work where an invoice or required payment becomes overdue.

Final launch, deployment, transfer, handover, administrative access, source-code delivery or transfer of ownership may be withheld until all amounts due for the relevant project have been paid.

Any applicable taxes required by law may be charged in addition to quoted amounts unless expressly included.

11. Third-Party Costs

Unless expressly included in a proposal, Zodec's fees do not include third-party costs such as domain registrations, hosting charges, cloud infrastructure, premium themes, plugins, software licences, APIs, stock media, advertising expenditure, SMS charges, email services, WhatsApp services, payment-provider fees or other external services.

Clients may be required to purchase third-party services directly.

If Zodec purchases an approved third-party service on a client's behalf, the client must reimburse the approved cost.

Third-party purchases may be non-refundable according to the third party's own policies even if the related Zodec project is cancelled.

12. Refunds

Because Zodec provides customised professional and digital services, fees may become non-refundable once work is performed or resources are committed.

Unless a specific agreement states otherwise:

• a. Initial payments. An initial advance becomes non-refundable after work on the relevant project has commenced.
• b. Milestones. Payments relating to completed or approved milestones are non-refundable.
• c. Custom work. Fees for custom work already performed are non-refundable.
• d. Third-party costs. Approved third-party charges, licences, purchases and committed expenses are non-refundable by Zodec.
• e. Unperformed work. If an engagement ends before all Services are performed, treatment of amounts allocated to genuinely unperformed work will depend on the applicable agreement, work completed, committed resources and reason for termination.

If Zodec terminates a project without client breach and without another legitimate reason preventing performance, Zodec will reasonably account for payments attributable to Services not performed.

Nothing in this section removes any non-waivable refund or consumer right required by applicable law.

13. Recurring Services and Subscriptions

Zodec may offer recurring Services including maintenance, hosting management, SEO, support, cloud management or other ongoing Services.

Recurring billing, minimum commitment periods and cancellation requirements will be stated in the applicable proposal or order.

A Service will not automatically renew solely because it is described as monthly or recurring unless automatic renewal is expressly stated in the applicable agreement or ordering process.

Where automatic renewal applies, the applicable agreement will specify the renewal arrangement and any cancellation requirements.

Stopping a recurring Service does not cancel amounts already due for Services previously delivered or third-party commitments already authorised.

14. Suspension, Cancellation and Abandoned Projects

Zodec may suspend Services where reasonably necessary because of:

• overdue payment;
• material breach of an agreement;
• unlawful or abusive activity;
• security risk;
• misuse of Zodec infrastructure;
• failure to provide essential project dependencies; or
• circumstances making continued performance unlawful or materially unsafe.

Where reasonably practicable, we will provide notice and an opportunity to resolve the issue.

If a client does not respond or provide essential project requirements for 30 consecutive days, Zodec may classify the project as inactive or abandoned.

Reactivation of an inactive project may depend on current availability and may require:

• settlement of outstanding payments;
• a revised delivery schedule;
• reassessment of the original scope; and
• a reasonable reactivation or additional-work fee where further work is required.

Cancellation does not eliminate fees relating to work already performed or expenses already incurred.

15. Client Content and Materials

“Client Content” includes any text, photograph, image, logo, trademark, document, database, software, code, design, credential, customer information, audio, video or other material supplied by or on behalf of a client.

The client represents that it owns, controls, or has sufficient permission to provide Client Content to Zodec and authorise its use for the project.

The client grants Zodec a limited licence to host, copy, reproduce, modify, process and otherwise use Client Content to the extent reasonably necessary to perform the Services.

The client must not provide material that infringes another person's intellectual property, privacy, confidentiality or other legal rights.

The client remains responsible for Client Content and instructions supplied to Zodec.

16. Confidential Information

Each party may receive confidential or commercially sensitive information from the other.

The receiving party will use reasonable care to protect confidential information and will use it only for purposes connected with the relevant engagement, except where disclosure is authorised or required by law.

Confidential information does not include information that:

• is or becomes publicly available without breach;
• was lawfully known before disclosure;
• is independently developed without using the confidential information; or
• is lawfully obtained from another source without confidentiality restrictions.

Clients should use secure methods requested by Zodec when sharing sensitive credentials, API keys, access tokens or similar information.

A separate NDA or data-processing agreement may be used where a project requires enhanced confidentiality obligations.

17. Ownership of Client Deliverables

Unless a project agreement states otherwise, ownership of final custom deliverables created specifically for a client transfers to that client only after Zodec has received full payment of all amounts due for the relevant project.

Until full payment has been received, Zodec retains its rights in unpaid deliverables.

Transfer of a final deliverable does not transfer ownership of Zodec's Background Materials.

“Background Materials” include reusable or pre-existing:

• source code;
• libraries;
• components;
• frameworks;
• templates;
• internal systems;
• automation;
• development tools;
• utilities;
• methods;
• processes;
• design systems;
• technical knowledge; and
• general know-how.

Where Background Materials are incorporated into a paid client deliverable, the client receives the rights reasonably necessary to use the delivered project for its intended purpose unless another licence is specified.

Open-source software, fonts, plugins, APIs, themes, stock media and other third-party materials remain subject to their respective licences.

18. Zodec Intellectual Property

Except for Client Content and deliverables expressly transferred to a client, the Zodec website, brand, logo, visual identity, original website content, design elements, documentation, software, systems, materials and other intellectual property are owned by or licensed to Zodec.

Use of the website does not grant ownership of any Zodec intellectual property.

You may not copy, reproduce, distribute, sell, license, impersonate, remove proprietary notices from, or commercially exploit Zodec intellectual property without permission except where permitted by applicable law.

19. Portfolio and Case Studies

Unless otherwise agreed in writing or restricted by a confidentiality agreement, Zodec may identify completed work as part of its professional portfolio.

This may include reasonable use of a client's business name, logo, publicly launched website screenshots, non-confidential project descriptions and final public-facing deliverables for:

• portfolio pages;
• case studies;
• sales presentations;
• award or capability submissions; and
• Zodec's professional social-media channels.

Such use does not imply that the client endorses Zodec beyond accurately identifying the work performed.

Confidential information will not be intentionally published under this section.

20. Accounts and Client Portals

Zodec may introduce accounts, dashboards, client portals or other authenticated features.

If you create an account, you are responsible for keeping login credentials confidential and for activity occurring through your account.

You must provide accurate information and promptly notify Zodec if you reasonably suspect unauthorised access.

You may not share access in a way that circumvents account restrictions or permits unauthorised use.

We may suspend or restrict an account where reasonably necessary to protect security, investigate misuse, comply with law, prevent non-payment-related abuse, or protect Zodec or other users.

The existence of this section does not mean that every account or portal feature is currently available.

21. Acceptable Use

You must not use Zodec's website, accounts, infrastructure or Services to:

• violate applicable law;
• infringe intellectual-property rights;
• distribute malware or malicious code;
• attempt unauthorised access;
• interfere with security mechanisms;
• attack, overload or disrupt infrastructure;
• scrape protected information through abusive automated means;
• impersonate another person or organisation;
• submit fraudulent information;
• use another person's credentials without permission;
• distribute unlawful or harmful content; or
• instruct Zodec to undertake activity that Zodec reasonably believes would be unlawful.

Zodec may refuse or suspend Services connected with prohibited activity.

22. Third-Party Services and Integrations

Projects may depend on third-party providers such as hosting companies, cloud infrastructure providers, domain registrars, payment processors, analytics providers, advertising platforms, email providers, APIs, software vendors, artificial-intelligence providers and other technology services.

Third-party products are governed by their own terms, policies, licences, pricing and availability.

Unless Zodec expressly assumes responsibility in writing, we do not control and cannot guarantee the continued availability, pricing, performance, compatibility or policies of third-party services.

Zodec will not be responsible for a failure caused solely by a third-party service outside our reasonable control.

If a third party changes or discontinues functionality, additional work required to modify a client project may be quoted separately.

23. Hosting, Availability and Security

No website, server, software system or online service can be guaranteed to operate without interruption.

Unless a written service-level agreement states otherwise, Zodec does not guarantee a specific uptime percentage, uninterrupted operation or permanent availability of third-party-hosted Services.

Zodec may take reasonable measures to secure systems under its control, but the client remains responsible for maintaining appropriate security after handover where infrastructure, accounts or systems are under the client's control.

Security incidents resulting from compromised client credentials, unsupported software, client modifications or third-party services may require separately chargeable remediation.

24. Automated and AI-Assisted Services

Where Zodec uses or provides artificial-intelligence or automated technology as part of a Service, outputs may contain errors, omissions or unexpected results.

Unless expressly agreed otherwise:

• AI-generated outputs require appropriate human review before material reliance;
• Zodec does not guarantee that AI output will be unique;
• third-party AI systems may be subject to separate provider terms;
• automated output should not be treated as professional legal, medical, financial or other regulated advice merely because it was generated through a Zodec solution; and
• the client remains responsible for deciding how outputs are used in its business.

Any project requiring specific accuracy, compliance or human-review standards must state those requirements in its scope.

25. No Guarantee of Business Results

Zodec may provide Services intended to improve design, functionality, visibility, efficiency, marketing, search presence, user experience or business operations.

However, unless expressly guaranteed in a written agreement, Zodec does not guarantee any particular:

• revenue;
• profit;
• sales volume;
• lead volume;
• search-engine ranking;
• advertising performance;
• conversion rate;
• website traffic;
• customer acquisition level;
• commercial outcome; or
• return on investment.

Results may depend on factors outside Zodec's control, including competition, customer behaviour, market conditions, search algorithms, advertising platforms, client decisions and third-party systems.

26. Warranties and Corrections

Zodec will endeavour to provide Services with reasonable professional care consistent with the agreed scope.

Where a project includes a specified post-delivery support or defect-correction period, Zodec will address qualifying issues during that period in accordance with the applicable agreement.

A “defect” does not include:

• new requirements;
• changes of preference;
• third-party changes;
• issues introduced by the client or another provider;
• unsupported modifications;
• functionality outside the approved specification; or
• circumstances that could not reasonably have been anticipated from the agreed requirements.

Except to the extent required by applicable law or expressly stated in a written agreement, Services are not accompanied by warranties beyond those expressly provided.

27. Limitation of Liability

This section applies to the maximum extent permitted by applicable law.

Zodec will not be liable for indirect, incidental, special or consequential loss arising from the Services, including loss of profits, revenue, business opportunities or anticipated savings, where such exclusion is legally permissible.

Zodec will not be responsible for losses caused by:

• inaccurate or unlawful Client Content;
• client instructions;
• unauthorised client modifications;
• compromised client credentials;
• use of deliverables outside their intended purpose;
• third-party outages or failures outside Zodec's reasonable control; or
• a client's failure to maintain appropriate backups or security after control has been transferred to the client.

For a one-time project, Zodec's aggregate contractual liability relating to that project will, to the maximum extent legally permitted, not exceed the fees actually paid to Zodec for the portion of the project giving rise to the claim.

For recurring Services, Zodec's aggregate contractual liability relating to the affected recurring Service will, to the maximum extent legally permitted, not exceed the fees actually paid for that affected Service during the six months immediately preceding the event giving rise to the claim.

These limitations do not apply where liability cannot lawfully be excluded or limited, including where applicable law provides otherwise.

28. Client Indemnity

To the extent permitted by applicable law, a client agrees to indemnify Zodec against third-party claims, losses and reasonable costs arising directly from:

• Client Content supplied by the client;
• infringement caused by materials supplied or specifically required by the client;
• unlawful client instructions;
• the client's products, statements or business practices;
• misuse of a delivered system;
• the client's violation of third-party rights; or
• the client's material breach of these Terms.

This provision does not require a client to indemnify Zodec for a claim caused solely by Zodec's own unlawful conduct.

29. Data Protection and Privacy

Personal information processed through Zodec's website and Services will be handled in accordance with Zodec's applicable Privacy Policy and applicable data-protection requirements.

Where a client project requires Zodec to process personal data on the client's behalf, additional data-processing terms may be required depending on the nature of the project and applicable law.

Clients must not provide personal information to Zodec unless they have an appropriate legal basis or authority to do so.

These Terms do not replace Zodec's Privacy Policy.

30. Feedback and Suggestions

If you voluntarily provide Zodec with suggestions, ideas, recommendations or general feedback concerning Zodec's Services or products, you grant Zodec permission to use and implement that feedback without an obligation to provide payment, compensation or attribution.

This does not grant Zodec ownership of Client Content or confidential information merely because it was provided during a project.

31. Promotions

Zodec may occasionally offer a promotion, competition, referral programme or similar campaign.

Any such programme may be governed by separate rules, eligibility requirements and conditions.

Where specific promotion rules conflict with these Terms, the specific promotion rules will govern that promotion.

32. Force Majeure

Neither party will be responsible for delay or failure to perform an obligation, other than an obligation to pay amounts already due, where performance is prevented by events reasonably beyond that party's control.

Such events may include major infrastructure failure, natural disaster, war, civil disturbance, government action, widespread telecommunications failure, major cloud-provider outage, epidemic, labour disruption or similar circumstances.

The affected party should make reasonable efforts to resume performance when practicable.

33. Termination

Either party may terminate an engagement where permitted by the applicable proposal or agreement.

Zodec may terminate an engagement for a material breach that remains unresolved after reasonable notice where notice and cure are appropriate.

Sections concerning payments, intellectual property, confidentiality, liability, indemnity, dispute resolution and other provisions that by their nature should survive termination will remain applicable after termination.

Termination does not automatically cancel accrued payment obligations.

34. Electronic Communications and Acceptance

You agree that Zodec and you may communicate electronically.

Where legally valid, proposals, approvals, notices, invoices, acceptances and other communications may be provided through email, websites, client portals, recognised electronic-signature systems or other agreed electronic methods.

Making an electronically recorded acceptance, approving a proposal, making a required payment or otherwise clearly accepting an agreement may constitute acceptance where permitted by applicable law.

35. Governing Law and Disputes

These Terms and Services provided by Zodec are governed by the laws of India, without prejudice to any mandatory legal rights that cannot validly be excluded.

The parties should first attempt in good faith to resolve a dispute through written communication.

If the dispute cannot reasonably be resolved, then, subject to applicable jurisdictional requirements and any different dispute-resolution provision contained in a specific client agreement, the competent courts having jurisdiction in Kolkata, West Bengal, India will have jurisdiction over disputes arising from these Terms or the relevant Services.

Nothing in these Terms prevents a person from using a statutory consumer or regulatory remedy that cannot lawfully be waived.

36. Changes to These Terms

Zodec may update these Terms to reflect changes to its Services, business model, technology, legal obligations or operating practices.

The “Last Updated” date will identify the latest published version.

Material changes affecting ongoing paid Services will not retrospectively alter a specifically agreed commercial obligation unless the applicable agreement permits it or both parties agree.

For new transactions, the version applicable at the time of acceptance will generally apply unless another agreement provides otherwise.

37. Assignment

A client may not transfer a project agreement to another party without Zodec's consent where the transfer would materially affect the engagement.

Zodec may transfer its rights and obligations as part of a legitimate incorporation, restructuring, merger, sale or transfer of the Zodec business, provided that doing so does not materially reduce obligations already owed to the client.

38. Severability

If any provision of these Terms is found invalid or unenforceable, that provision will be limited or removed only to the extent necessary, and the remaining provisions will continue in effect where legally possible.

39. No Waiver

Failure by Zodec to enforce a provision on one occasion does not permanently waive Zodec's right to enforce that provision or another provision later.

40. Entire Agreement

For general website use, these Terms together with the Privacy Policy and any other policies expressly incorporated into them form the applicable agreement concerning use of the website.

For paid client Services, these Terms operate together with the applicable proposal, quotation, SOW, order, invoice or other written agreement.

A specific signed or expressly accepted client agreement takes precedence over these general Terms to the extent of a direct conflict.

41. Contact

Questions regarding these Terms & Conditions may be submitted through:

Email: support@zodec.in

Website: zodec.in/contact

Zodec operates from Kolkata, West Bengal, India – 700091.