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Terms of Service

Effective: August 7, 2025  ·  Last updated: August 7, 2025

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client", "you", or "your") and CodeXpress IT Solutions ("Company", "we", "us", or "our"), a software development and IT services company based in Sri Lanka. By accessing our website, requesting a quote, or engaging our services, you confirm that you have read, understood, and agree to be bound by these Terms.

If you do not agree with any part of these Terms, you must not use our website or engage our services.

1Services Provided

CodeXpress IT Solutions provides the following categories of services:

  • Custom software and web application development
  • Enterprise Resource Planning (ERP) system development and deployment
  • Tourism, e-commerce, and business website design and development
  • Mobile application development
  • IT consultation and technical advisory
  • Website maintenance, hosting support, and post-delivery support
  • UI/UX design services

The specific scope of services, deliverables, timelines, and pricing for each engagement are defined in a separate Service Agreement or Project Proposal provided to the Client prior to commencement of work.

2Project Engagement Process

All projects follow a structured engagement process:

  1. Discovery & Proposal: Client submits a project enquiry. We assess requirements and provide a detailed written proposal including scope, deliverables, timeline, and cost estimate.
  2. Agreement: Client reviews and formally accepts the proposal (via written confirmation or signed agreement). Work begins only after acceptance and receipt of any required initial payment.
  3. Development: We execute the project per the agreed scope using our standard development methodology.
  4. Review & Revisions: Client is provided agreed revision rounds as specified in the proposal.
  5. Delivery & Handover: Final deliverables are transferred upon receipt of all outstanding payments.

3Payment Terms

Payment Schedule: Unless otherwise specified in the project proposal, our standard payment structure is as follows:

  • 50% upfront — required before project commencement
  • 50% on completion — due prior to final delivery and deployment

Invoicing: All invoices are due within 14 days of the invoice date unless otherwise agreed in writing.

Late Payments: Payments not received by the due date may result in suspension of work. A late fee of 2% per month may be applied to overdue balances at our discretion.

Currency: All amounts are quoted in Sri Lankan Rupees (LKR) or as otherwise specified. International clients will be invoiced in the agreed currency at the prevailing exchange rate.

Non-Refundable Deposits: Initial upfront payments are non-refundable once project work has commenced, except where CodeXpress IT Solutions has materially failed to deliver per the agreed scope.

4Scope Changes & Additional Work

Any changes to the agreed project scope — including additions, modifications, or removal of features — must be submitted in writing and will be assessed for impact on timeline and cost.

  • Changes outside the original scope require a separate written Change Order or amendment to the project proposal
  • Additional work beyond the agreed scope will be quoted and billed separately at our standard rates
  • We reserve the right to adjust project timelines accordingly when scope changes are approved

5Client Responsibilities

To ensure successful project delivery, the Client agrees to:

  • Provide accurate, complete, and timely information, content, and materials required for the project
  • Designate a primary point of contact authorised to make project decisions
  • Respond to requests for feedback, approvals, or clarification within a reasonable timeframe (generally 3–5 business days)
  • Ensure all materials provided to us (logos, images, text, data) are owned by or properly licensed to the Client
  • Promptly review and approve deliverables at each project milestone
  • Make payments per the agreed schedule

Delays caused by the Client's failure to fulfil the above responsibilities may result in revised project timelines without additional cost to CodeXpress IT Solutions.

6Intellectual Property & Ownership

Client Materials: All content, data, logos, images, and materials provided by the Client remain the sole property of the Client.

Deliverables: Upon receipt of full payment, all custom code, designs, and deliverables specifically created for the Client under the project agreement are transferred to the Client.

Third-Party Components: Some deliverables may incorporate open-source libraries, frameworks, or third-party tools. These components are subject to their own respective licences and do not transfer exclusively to the Client.

Portfolio Rights: Unless the Client explicitly requests otherwise in writing, CodeXpress IT Solutions reserves the right to showcase completed work (screenshots, descriptions) in our portfolio and marketing materials.

Pre-existing IP: Any tools, frameworks, methodologies, or code libraries developed by CodeXpress IT Solutions prior to or independently of the project engagement remain exclusively owned by CodeXpress IT Solutions.

7Confidentiality

Both parties agree to keep confidential any proprietary information, business data, trade secrets, or technical details shared during the course of the project engagement. This obligation survives termination of the service agreement for a period of 3 years. CodeXpress IT Solutions will not disclose Client confidential information to third parties without prior written consent, except as required by law.

8Warranties & Representations

CodeXpress IT Solutions warrants that:

  • Services will be performed with reasonable skill, care, and professionalism
  • Deliverables will substantially conform to the agreed specifications
  • We have the right to perform the services and grant the licences described herein

The Client warrants that:

  • All materials and content provided are owned by or properly licensed to the Client
  • The intended use of the deliverables does not violate any applicable laws or third-party rights
  • They have the authority to enter into this agreement

9Limitation of Liability

To the maximum extent permitted by applicable law, CodeXpress IT Solutions shall not be liable for:

  • Indirect, incidental, special, or consequential damages arising from use of our services
  • Loss of profits, revenue, data, or business opportunities
  • Damages resulting from the Client's own misuse or modification of delivered work
  • Third-party service failures (e.g., hosting providers, payment gateways, APIs)

Our total aggregate liability under or in connection with any project engagement shall not exceed the total fees paid by the Client for that specific project in the preceding 12 months.

10Cancellation & Termination

Cancellation by Client: The Client may cancel a project engagement with written notice. In such cases:

  • All work completed up to the cancellation date will be invoiced and must be paid
  • Upfront deposits are non-refundable
  • Partial deliverables may be provided at our discretion once outstanding balances are settled

Termination by CodeXpress: We reserve the right to terminate an engagement with written notice if:

  • The Client breaches these Terms or the project agreement and fails to remedy the breach within 14 days
  • The Client becomes insolvent or enters administration
  • Continued engagement would require us to violate applicable law

11Post-Delivery Support & Maintenance

Unless a separate maintenance or support agreement is in place, post-delivery support is provided as follows:

  • Bug Fixes: Critical bugs attributable to our development are addressed free of charge within 30 days of delivery
  • Feature Requests: New features or enhancements beyond the original scope are treated as new engagements and quoted separately
  • Ongoing Maintenance: Long-term maintenance, hosting management, updates, and technical support are available under a separate retainer or maintenance agreement

12Acceptable Use of Website

When using our website, you agree not to:

  • Engage in any unlawful, harmful, or deceptive activity
  • Attempt to gain unauthorised access to our systems or data
  • Transmit malicious code, spam, or disruptive content
  • Scrape, copy, or reproduce our website content without prior written permission
  • Misrepresent your identity or affiliation when contacting us

13Governing Law & Dispute Resolution

These Terms are governed by and construed in accordance with the laws of Sri Lanka, without regard to its conflict of law provisions.

Dispute Resolution: In the event of a dispute, both parties agree to first attempt resolution through good-faith negotiation. If unresolved within 30 days, disputes may be referred to mediation or arbitration before pursuing litigation.

Any legal proceedings shall be subject to the exclusive jurisdiction of the courts of Sri Lanka.

14Changes to These Terms

We reserve the right to update these Terms at any time. Material changes will be notified via our website with an updated effective date. Continued use of our website or services after changes are posted constitutes acceptance of the revised Terms. We encourage you to review this page periodically.

15Contact Information

For any questions regarding these Terms of Service or to discuss a service engagement, please contact us:

Company:CodeXpress IT Solutions
Address:324/S/8/2,Divlapitiya Road,Naiwala,Veyangoda,Sri Lanka
Email:codexpressinfo12@gmail.com
Phone:+94 777 674 308

These Terms should be read alongside our Privacy Policy, which forms part of our overall legal framework governing your relationship with CodeXpress IT Solutions.

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