Terms of Service

These Terms of Service ("Terms") set out the agreement between you and CodeArch concerning your access to and use of our website, software, platforms, and services. By accessing or using any part of our services you acknowledge that you have read, understood, and agreed to be bound by these Terms. If you do not agree to any portion of these Terms, you must immediately stop using our services. These Terms also govern any interactions, communications, and contractual relationships formed via our platforms unless otherwise superseded by a separate written agreement. CodeArch may update these Terms occasionally; where updates are material we will seek to notify users through appropriate channels. These Terms encompass not only the operation of the website but also related professional services, consulting engagements, and any deliverables provided under separate statements of work, proposals, or contracts. Please review thoroughly prior to using our services.

1. About CodeArch and Scope of Services

CodeArch is a registered software services and technology solutions provider. Our offerings include software development, system architecture and design, IT consulting, application development, integration, maintenance, and technical support. The scope of services for any particular engagement will be defined in the proposal, statement of work, or contract agreed by the parties; those documents detail deliverables, timelines, fees, and acceptance criteria. The provisions in this Terms document apply to all users and clients interacting with CodeArch through any of our channels — websites, portals, APIs, or direct professional engagement — unless an applicable written agreement explicitly overrides them. Our professional services may involve multiple phases such as discovery, design, implementation, testing, deployment, and ongoing support. Each phase may have its own timelines and acceptance criteria which are captured in the governing contract. Both parties are expected to cooperate, provide timely information, and meet obligations necessary for successful delivery. CodeArch commits to delivering services with reasonable skill and care, leveraging industry best practices and appropriate project management disciplines throughout the engagement lifecycle.

2. Acceptance of Terms

By using the CodeArch website, engaging our services, or entering into a contract, you confirm you have the legal authority to accept these Terms. If you act on behalf of a corporation or other legal entity, you represent and warrant that you have authority to bind that entity to these Terms, and references to "you" will include that entity. Continued use of our services after any update to these Terms constitutes your acceptance of the updated Terms. We may at times require express written acceptance for particular services where regulatory or contractual considerations apply. If a user does not agree to these Terms, they must refrain from accessing or using CodeArch services. We reserve the right to refuse or terminate access where we believe there has been a breach of these Terms or where continued service would create legal or operational risk for CodeArch or its clients. Acceptance of additional terms may be required for certain third-party integrations or platform features; such additional terms will be presented at the time of use.

3. Use of Website and Services

You agree to use our website and services lawfully and responsibly. Prohibited activities include any attempt to intrude into restricted areas of our systems, to reverse engineer or exploit vulnerabilities, to upload malicious code, or to interfere with the service for other users. Use of automated bots, scraping tools, or bulk data extraction without express permission is prohibited. You must not impersonate others, provide false information, or attempt to circumvent access controls. CodeArch reserves the right to monitor usage patterns and to suspend or terminate accounts, API keys, or access when misuse is detected. Users must comply with applicable laws including data protection, export controls, and intellectual property laws. If your interaction requires credentials, you are responsible for maintaining the confidentiality of those credentials and for any activity that occurs under your account. If you suspect compromise of your credentials, inform CodeArch promptly so we can take remedial measures. We also maintain the right to limit functionality where necessary for security, compliance or to preserve service integrity.

4. Client Engagements and Service Delivery

Client engagements are governed by mutually agreed proposals, contracts, and statements of work which define scope, costs, timelines, milestones, and acceptance criteria. Deliverables will be specified in these documents and accepted through the procedures set out therein. CodeArch will perform services in a professional manner consistent with industry standards. However, unless explicitly stated in writing, we do not warrant that services will be uninterrupted or error-free; software and system performance can be affected by third-party components, environments, or client-supplied assets. Clients must provide accurate information, access to systems, timely decisions, and cooperation to enable CodeArch to meet milestones. Delays caused by the client (such as late approvals, incomplete information, or restricted access) may affect delivery schedules and result in additional charges. Change requests will be managed through a formal change control process; scope changes may affect cost and timelines. We recommend clients maintain backups of critical systems and data prior to project work and to follow secure operational practices.

5. Payments, Fees, and Billing

Fees for CodeArch services are set out in the underlying agreement, proposal, or invoice. Payment terms, billing cycles, and accepted payment methods are defined in those documents. Unless otherwise agreed, invoices are payable according to the payment schedule specified in the contract. Late payment may incur interest and may result in suspension of services. CodeArch reserves the right to suspend further work where invoices are overdue, subject to any statutory requirements. All fees paid are non-refundable unless a written agreement specifies otherwise. For long-term or retainer engagements, periodic invoices may be issued and are subject to reconciliation. Where additional costs are incurred due to client-requested changes, Out-of-Scope work, or third-party charges, those costs will be billed in addition to the agreed fees. The client is responsible for all taxes, duties, or withholdings arising in relation to payments unless otherwise agreed. CodeArch may revise its pricing for future services with reasonable notice; existing agreements will remain subject to their original terms unless renegotiated.

6. Intellectual Property Rights

CodeArch retains ownership of intellectual property, including software, source code, methodologies, templates, frameworks, and tools developed by CodeArch unless explicitly transferred in writing. Clients retain ownership of any pre-existing intellectual property they provide to CodeArch. Where deliverables include bespoke work intended to be transferred to the client, the contract will specify the terms for assignment of rights and any licensing limitations. Licensing models, transfer of ownership, and rights to use derivative works must be detailed in the engagement agreement. Unauthorized distribution, reproduction, or modification of CodeArch intellectual property is prohibited and may result in legal action. CodeArch may use general knowledge and experience gained during engagements to improve its services, provided such use does not disclose confidential client information or violate contractual restrictions. Any open source components used in deliverables will be documented and distributed in accordance with their respective licenses. Parties should negotiate ownership and licensing issues at the outset to avoid ambiguity regarding rights to source code, object code, and related materials.

7. Confidentiality

Each party agrees to keep confidential any non-public, proprietary, or sensitive information disclosed during the course of an engagement. Such information includes but is not limited to business plans, technical specifications, trade secrets, customer data, and financial information. Confidential information must not be shared with third parties without prior written consent except where required by law or regulation. The receiving party must apply at least the same degree of care it uses to protect its own confidential information, but not less than reasonable care. Confidentiality obligations survive the termination or expiration of the engagement for the period specified in the agreement, or where not specified, for a reasonable period consistent with legal and commercial requirements. Exceptions to confidentiality include information that is or becomes public through no fault of the receiving party, or information independently developed without reference to the confidential disclosures. In situations where disclosure is legally compelled, the receiving party shall provide prompt notice to the disclosing party to allow for protective measures where appropriate.

8. Data Protection and Privacy

CodeArch handles personal and business data in accordance with its Privacy Policy. By using our services, users consent to the collection, storage, and processing of information as described in that policy. Clients must ensure they have lawful authority to provide any data to CodeArch and must comply with applicable data protection legislation. Where CodeArch acts as a processor on behalf of a client, the roles, responsibilities, and security measures will be defined in a data processing agreement. CodeArch implements reasonable technical and organizational measures to protect personal data, including encryption, access controls, and incident response procedures. Clients are encouraged to implement appropriate security measures on their side and to limit data sharing to what is necessary for the engagement. In the event of a data breach, CodeArch will follow the procedures set out in the data processing agreement and applicable law, including timely notification to affected parties where required.

9. Third-Party Services

CodeArch may integrate or rely upon third-party platforms, libraries, cloud providers, or services to deliver functionality. These third-party components are governed by their own terms and privacy policies. While CodeArch selects reputable providers, it is not responsible for the availability, performance, or security of third-party services. Clients may need to obtain their own accounts or licenses for certain third-party tools used in an engagement, and will be responsible for those charges. Any third-party dependencies included in deliverables will be documented. When integrating third-party services, CodeArch will act in accordance with client instructions but cannot guarantee uninterrupted compatibility or continued support from the third party. Clients should review and accept the third-party terms where applicable and ensure they remain compliant with the third-party licensing models.

10. Warranties and Disclaimers

Except as expressly stated in a written agreement, CodeArch provides services on an "as is" and "as available" basis. To the fullest extent permitted by law, CodeArch disclaims all warranties, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, and non-infringement. Where limited warranties are provided in a contract, those warranties will be expressly stated and will define remedies. CodeArch does not warrant that services or deliverables will be completely free of defects or that any defects will be remedied immediately. Clients are encouraged to adopt reasonable testing, acceptance, and fallback procedures to minimize operational risk. Where required by law, certain statutory guarantees may apply and cannot be excluded; to the extent permitted, these Terms aim to allocate risk and responsibility between the parties fairly.

11. Limitation of Liability

To the maximum extent permitted by applicable law, CodeArch will not be liable for any indirect, incidental, consequential, special, or punitive damages, including loss of profits, loss of business, loss of data, or loss of opportunity arising out of or related to the services. CodeArch's total aggregate liability for any claim arising out of or relating to the services shall not exceed the fees paid by the client for the specific service that gave rise to the claim during the twelve (12) months preceding the claim, unless otherwise agreed in writing. The foregoing limitations will apply regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise, even if CodeArch has been advised of the possibility of such damages. Nothing in these Terms limits liability for death or personal injury caused by negligence, or for other liabilities which cannot be limited or excluded by law.

12. Indemnification

The client agrees to indemnify, defend, and hold harmless CodeArch, its affiliates, officers, directors, employees, and agents from and against any claims, liabilities, losses, damages, costs, and expenses (including reasonable attorneys' fees) arising from or related to: (a) the client's breach of these Terms; (b) the client's misuse of the services; (c) the client's negligence or willful misconduct; (d) client-supplied content that infringes third-party rights; or (e) claims arising from third-party integrations requested by the client. This indemnity obligation will survive termination of the engagement and applies to claims brought by third parties. CodeArch will provide the client with prompt written notice of any indemnifiable claim and reasonable cooperation in defending the claim; however, failure to provide timely notice will not relieve the client of its indemnity obligations except to the extent the failure materially prejudices the client's ability to defend the claim.

13. Termination

CodeArch reserves the right to suspend or terminate access to services for violations of these Terms, unlawful activity, or material breach. Clients may terminate services in accordance with their contractual terms. Upon termination, outstanding fees for work performed or committed will remain due and payable. Termination will not affect accrued rights or obligations; provisions intended to survive termination, including confidentiality, intellectual property, limitation of liability, indemnity, and payment obligations, will remain in force. For subscription or SaaS arrangements, termination procedures and data return or deletion processes will be defined in the service agreement. Clients are encouraged to export any client data prior to termination; CodeArch will handle data retention and deletion in accordance with contractual commitments and applicable law.

14. Force Majeure

CodeArch will not be liable for any delay or failure to perform obligations caused by events beyond its reasonable control, including natural disasters, acts of government, telecommunications or power failures, pandemics, labor disputes, cyberattacks, or other force majeure events. Where a force majeure event occurs, the affected party will notify the other party and take commercially reasonable steps to resume performance. If a force majeure event continues for an extended period, either party may have the right to terminate the affected obligations without liability, subject to any specific contractual terms. The existence of a force majeure event does not relieve the parties of their payment obligations for services already performed prior to the event, unless otherwise agreed.

15. Governing Law and Jurisdiction

These Terms will be governed by and construed in accordance with the laws of Sri Lanka, without regard to conflict of law principles. Any disputes arising out of or relating to these Terms or the services shall be subject to the exclusive jurisdiction of the competent courts of Sri Lanka, unless otherwise agreed in writing. The parties may attempt to resolve disputes through good-faith negotiations prior to initiating formal proceedings. If informal resolution is not feasible, disputes may proceed under the jurisdiction outlined above. Where applicable, and by mutual agreement, the parties may pursue alternative dispute resolution mechanisms such as mediation or arbitration in accordance with a mutually agreed framework.

16. Modifications to Terms

CodeArch may update these Terms from time to time. We will post the revised Terms on our website and indicate the date of revision. Continued use of our services after the revised Terms are posted will constitute acceptance of the changes. For material changes that significantly alter user rights or obligations, we will provide additional notice where reasonably practicable. Users are advised to review the Terms periodically. If you do not agree with the revised Terms, you should discontinue use of the services. The version of the Terms applicable to any service will generally be the version in effect at the time of the service agreement unless otherwise stated in the contract.

17. Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable in any jurisdiction, that provision will be enforced to the maximum extent permissible and the remainder of the Terms will remain in full force and effect. The parties will attempt in good faith to replace any invalid or unenforceable provision with a valid provision that closely approximates the economic or legal effect of the original provision. Severability ensures that an individual clause's invalidity does not render the entire agreement unenforceable and preserves the parties' intentions to the greatest extent possible.

18. Entire Agreement

These Terms, together with any applicable proposals, statements of work, contracts, and policies, constitute the entire agreement between you and CodeArch concerning the subject matter and supersede all prior or contemporaneous agreements, understandings, and communications, whether written or oral. Any additional or conflicting terms proposed by the client will be of no effect unless expressly accepted in writing by CodeArch. The integration clause preserves the integrity of the contractual relationship and clarifies that side agreements not memorialized in the governing documents are not binding.

19. Contact Information

If you have questions about these Terms, wish to seek clarifications, or need to contact CodeArch regarding contractual or legal matters, please reach out using the official contact details listed on our website. Our team is available to address inquiries, provide information about services, and assist with dispute resolution or contract administration. For certain requests (such as exercising rights under data protection laws), we may require information to verify your identity before responding. We aim to respond to all legitimate inquiries promptly and to provide transparent assistance regarding our terms and services.