Legal

Terms of Service

Applies to Plans and Capabilities

Definitions

1.1 In these Terms the following words have the

meanings set out below and derivative words will
have a corresponding meaning:

“Agreement” this agreement and the Terms of Engagement specifying the details, terms and conditions which govern the interaction between the Customer and the Company;

“Our”, “Company” or “the Company” refers to Codamake, incorporated as Apance Pte Ltd in The Republic of Singapore

“Affiliate” means, with reference to a party, any other party which: (a) directly or indirectly controls or is controlled by the first party; or (b) is directly or indirectly controlled by a party which also directly or indirectly controls the first party; and for the purposes of this definition, a party controls another party if such party has the power to direct or cause the direction of the management and policies of the other party, whether directly or indirectly, through one or more intermediaries or otherwise, and whether by ownership of shares or other equity interests, the holding of voting rights or contractual rights, by being the general partner of a limited partnership, or otherwise.

“Terms of Engagement” are the specific services and plans selected by the Customer to be enacted by the Company in return for payment; detailing, among others, the Services, the Deliverables, Fees and/or Expenses.

“Company” means the Party that will undertake the Services, as specified in the Terms of Engagement.

“Confidential Information” means any information in whatever form (including, without limitation, in written, oral, visual or electronic form or any magnetic or optical disk or memory and wherever located) relating to the business, customers, products, affairs and finances of a Party for the time being confidential to the Party or its Affiliate(s) and trade secrets including, without limitation, technical data and know-how relating to the business of a Party or its Affiliate(s) or any of its or their suppliers, customers, agents, distributors, shareholders, management or business contacts, including in particular (but not limited to) information that the Company creates, develops, receives or obtains in connection with the Agreement whether or not such information (if in anything other than oral form) is marked confidential.

“Deliverables” means anything in writing or otherwise tangible (whether in hard copy or electronic format), which arises out of or is made, created or generated in the course of carrying out the Services.

“Expenses” means actual costs incurred by the Company reasonably necessary for carrying out the Services, including but not limited to, travelling, accommodation, subsistence, official translation charges and charges related to goods and services purchased on the Customer’s behalf.

“Fees”means the fees charged by the Company to the Customer for the provision of Services, as set out in the Letter, excluding VAT and Expenses.

“Force Majeure Event” means any circumstance not within a Party’s reasonable control including, without limitation acts of God, flood, drought, earthquake or other natural disaster; epidemic or pandemic; terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; nuclear, chemical or biological contamination or sonic boom; any law or action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent; collapse of buildings, fire, explosion or accident; any labour or trade dispute, strikes, industrial action or lockouts; non-performance by suppliers or subcontractors; and interruption or failure of utility service.

“Intellectual Property Rights” means all intellectual property rights, including patents, rights to inventions, copyright and related rights, goodwill, rights in designs, rights in computer software, trade or service marks, business names and domain names, database rights, rights to use and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

“Jurisdiction” means the country, state or province where the Company has its corporate seat.

“Mandatory Policies” means the Company’s Code of Conduct and relevant policies (on ethics, anti-slavery and human trafficking, anti-bribery, and corruption, data protection and privacy) reasonably established and amended by the Company from time to time, a copy of which will be delivered to the Customer.

“Party or Parties” means the Company or the Customer individually or collectively as the context may require.

“Customer” means jointly and severally each Party to whom (a) the Terms of Engagement are addressed; and/or (b) the Services and/or the Deliverables are to be delivered.

“Services” means the services as described in the Terms of Engagement to be rendered by the Company to the Customer, or such additional services as may be agreed upon between the Parties in writing from time to time by way of an annexure to the Letter.

“Standards of Practice” means, with reference to the Services and the supply thereof, the standards of practice that would usually be applied by professional Companies of such kind of Services in similar circumstances and at the relevant time.

“Subcontractor” means any party, other than the Company or its employees, engaged by the Company, through a sub-contract, to perform the Services, or any part thereof, for and on behalf of the Company.

“VAT” means value added tax chargeable under applicable tax legislation or any similar replacement, additional or alternative tax imposed in the Jurisdiction; where this may also refer to “GST” with which we mean the same thing.

Minimum period

Each plan is purchased for a minimum period of 1 month.

Cancellation

Each plan can be cancelled any month. Cancelling the plan means it will end at the end of the current month.

When you cancel the build plan, you by default keep the hosting plans to keep using your apps. If you don't want to continue using your apps you can cancel the hosting plan separately.

The hosting price is included in the total price of each build plan. We'll make sure to check with you about keeping the hosting and not cancel with your explicit approval.

After cancelling the build plan the team will not make any changes to your apps. To get more changes you can restart your plan at any time.

Custom Integrations

For enterprise customers we offer custom integrations. These may be billed separately.

Scope

We will communicate the capabilities that are supported on our website: capabilities

Lead time and requesting changes

Request changes through your contact at Codamake or through our web interface.
There is a lead time of up to 5 business days for change requests to be processed.
Indicate which application to have updated and what feature to add or remove.

Fees

Fees are payable monthly unless specified otherwise.
The plan will indicate the services activate and the total price for those.

Payment is due monthly for each active plan and can be provided through bank transfer or credit card.

An invoice will be provided for each payment to the Customer.

Late payment

Where payments are late any interest may be charged at the applicable rate of 10% a month on the total amount due.

Customer obligations

Where the Customer needs to provide access to resources to enable the delivery of service, it is onto the Customer to enact that. Where any delay or issue with access to these resources impends the delivery of services by the Company, we do not bear responsibility for that.

The non-disclosure clause in this agreement covers any access to confidential information. This non-disclosure clause is enacted through our security policies and employment contracts with all employees of the Company.

It is the Customer's responsibility to conduct good security practices for their own systems.

Indemnity

The Customer shall indemnify hold harmless, and, upon the Company’s written request, defend the Company and any of its directors, officers, employees, advisors, Subcontractors, or Affiliates from and against any and all Claims by any third party (including but not limited to the directors, officers, employees, advisors, Subcontractors, subsidiaries or Affiliates of the Customer) arising out of, relating to or in connection with the Agreement to the extent that the aggregate of any such Claims exceeds Company’s cumulative overall liability which is no more than the total of the fees paid by the customer to the Company.

Conflicts of interest

The Company warrants that to the best of its knowledge, no conflict of interest exists or is likely to arise in the delivery of services to the Customer;

Intellectual Property

The Customer warrants that it holds the correct licenses on resources provided to the Company to allow it to share those resources for the purposes of the delivery of the Company's services;

The Company retains the intellectual property and licenses over the Services, Platforms and Technology provided.

The Company grants the Customer a transferrable license to use the Applications delivered for their business purposes; The Customer may transfer their License to another Entity or in the event of an acquisition retain the License under a new entity;

Non-Disclosure

To deliver some of our services the Receiving Party may need access to Business Information; Any Business Information that the Disclosing Party grants access to will be kept confidential by the Receiving Party;

Any information the Receiving accessed to deliver its services will not be retained and will be destroyed upon fulfilling the obligations to the Receiving Party to the Disclosing Party under this Agreement;

The Receiving Party will only use the Disclosing Party’s business information to perform its obligations to the Disclosing Party under this Agreement;

The Receiving Party will not disclose any of the Disclosing Party’s business information without their prior written consent;

If the Receiving Party becomes aware of any unauthorised disclosure of Business Information; it shall immediately inform the Disclosing Party and the Parties shall seek to find a remedy to the situation and to prevent further unauthorised use of the Business Information.

The Receiving Party may disclose the Disclosing Party’s Business Information on a “need to know” basis to:

(a) any legal advisers and statutory auditors that it has engaged for itself;

(b) any regulator having regulatory or supervisory authority over its business;

(c) any director, officer or employee of the Receiving Party;

(d) its Affiliates and Subcontractors and their directors, officers or employees, where the Receiving Party is a Company (the Authorised Recipients), provided that the Receiving Party shall in each case first advise the Authorised Recipients of the conditions set out herein and shall ensure that the Authorised Recipients are bound by conditions of confidence in respect of the Business Information no less onerous than those set out in these Terms. The Receiving Party will be fully and solely responsible to Company for its Authorised Recipients and Authorised Recipients’ compliance with the Terms.

The obligations of confidentiality referred to in this Article will not apply to any Business Information which:

1.  was known to or in the possession of the Receiving Party before such information was imparted by the Disclosing Party;
2.  is legitimately in or subsequently comes into the public domain other than by breach by the Receiving Party of its obligations hereunder or under any other agreement on confidentiality between the Parties or any of their Affiliates;
3.  is received in good faith by the Receiving Party from a third party who has no obligations of confidence to the Disclosing Party in respect of it and who imposes no obligations of confidence upon the Receiving Party;
4.  is approved for release or use by written authorisation of the Disclosing Party;
5.  is developed by the Receiving Party independently without reference to the Confidential Information, as demonstrated by relevant evidence; or
6.  is required to be disclosed by legal or regulatory obligation. 

All Confidential Information is and shall remain the property of the Disclosing Party; provided however that the Company shall have an irrevocable, perpetual, non-exclusive right to use and reproduce the Customer’s Confidential Information in any Deliverable to the Customer;

Within thirty (30) days from the date of termination or expiration of the Agreement, the Receiving Party shall cease to use the Confidential Information and shall promptly return or destroy all Confidential Information, together with any copies or extracts thereof, as so requested by the Disclosing Party;

With respect to archival storage, the Customer agrees that the Company may only retain the Business information in its archive where it is required by applicable law;