Terms &Conditions

1. Acceptance of Terms

By accessing or using the Website, executing a written or electronic proposal, paying an invoice, or instructing us to commence work, you acknowledge that you have read these Terms, understand them, and agree to be bound by them in full. If you are entering into this agreement on behalf of a company or other legal entity, you represent that you have authority to bind that entity, in which case the terms "Client" and "you" refer to such entity. These Terms apply to all visitors, prospects, clients, and authorised users of the Website and Services. We reserve the right to refuse Services to anyone for any lawful reason at our sole discretion.

2. Definitions

In these Terms, unless the context otherwise requires:

• "Client"means any individual, company, partnership, or organisation that engages Dictode to provide Services or that purchases, licenses, or uses our products.
• "Services"means all software development, design, consulting, maintenance, hosting support, training, and any other professional services described in a proposal, quotation, Statement of Work ("SOW"), or order confirmation.
• "Deliverables"means the source code, executables, designs, documentation, reports, configurations, and any other materials developed, produced, or supplied by Dictode for the Client under an SOW.
• "Confidential Information"means any non-public information disclosed by one party to the other (whether oral, written, electronic, or visual) that is identified as confidential or that would reasonably be understood to be confidential given its nature or the circumstances of disclosure, including business plans, source code, technical specifications, customer data, and pricing.
• "Effective Date"means the earliest of: (a) the date the Client signs a proposal or SOW, (b) the date the Client pays the first invoice or deposit, or (c) the date the Client gives written instruction to commence Services.
• "Intellectual Property Rights"means all patents, copyrights, trademarks, trade secrets, design rights, database rights, and similar proprietary rights worldwide, whether registered or unregistered.

3. Services & Scope of Work

Dictode will provide the Services described in the applicable proposal, quotation, or SOW agreed in writing between the parties. Each SOW will identify, at minimum, the scope of work, deliverables, milestones, fees, payment schedule, and timelines.

• Work that is not expressly described in the SOW is considered out of scope. Out-of-scope work, including additional features, integrations, redesigns, or expanded testing, will be quoted separately as a change request and require written approval before commencement.
• The Client agrees to provide timely access to assets, credentials, approvals, content, feedback, and stakeholders necessary for Dictode to perform the Services. Delays caused by the Client may extend timelines and incur additional charges.
• Estimated timelines are good-faith projections, not guarantees, and assume reasonable Client responsiveness, stable scope, and the availability of third-party services on which the project depends.
• Dictode may subcontract portions of the Services to qualified third parties or freelancers, provided that Dictode remains responsible for their work and binds them to confidentiality obligations no less protective than those in these Terms.

4. Proposals, Estimates, and Quotations

All proposals, estimates, and quotations issued by Dictode are valid for thirty (30) days from the date of issue unless stated otherwise in writing.

• Quotations are based on the requirements supplied by the Client at the time of estimation. Any material change in requirements, scope, or assumptions may result in a revised quotation.
• Fixed-price quotations apply only to the work expressly itemised in the proposal. Time-and-materials engagements are billed based on actual hours worked at the rates specified in the SOW.
• Costs payable to third parties (such as hosting, licences, paid APIs, font licences, plugin licences, app store fees, and domain registration) are not included in our fees unless explicitly stated and will be passed through at cost or with a clearly identified handling fee.
• A signed proposal, SOW, or written email confirmation, together with payment of the first invoice or deposit, constitutes acceptance and forms a binding contract.

5. Payment Terms

Fees, payment schedules, and currency are set out in each SOW. Unless otherwise agreed:

• Milestone billing.Projects are typically billed across milestones (for example: 40% deposit on commencement, 30% at mid-project delivery, and 30% on completion or go-live). Specific milestone splits will be defined in the SOW.
• Payment terms.Invoices are due within fifteen (15) days of issue unless a different term is stated on the invoice or SOW.
• Currency.Indian clients are invoiced in Indian Rupees (INR). International clients are invoiced in United States Dollars (USD), Euros (EUR), or other agreed currency, with bank charges and currency conversion costs borne by the Client.
• Taxes.All fees are exclusive of GST, VAT, sales tax, withholding tax, or other applicable taxes, which are the responsibility of the Client unless otherwise required by law.
• Late fees.Invoices not paid by the due date may accrue interest at the rate of 1.5% per month (or the maximum rate permitted by law, whichever is lower) from the due date until paid in full. We may also suspend work on overdue accounts after providing written notice.
• Refunds.Deposits and milestone payments cover work performed and are non-refundable once that work has commenced. If the Client cancels before work begins on a milestone, any unearned portion of payments received for that milestone will be refunded. Refunds are not available for completed milestones, delivered deliverables, or third-party costs already incurred.

6. Intellectual Property Rights

The parties acknowledge that Intellectual Property Rights are addressed as follows:

• Pre-existing IP.Each party retains ownership of any Intellectual Property it owned or developed independently before the Effective Date or outside the scope of the SOW. Dictode's pre-existing IP includes its proprietary frameworks, libraries, code components, internal tooling, methodologies, and templates.
• Deliverables IP transfer.Subject to full payment of all undisputed fees, Dictode assigns to the Client all right, title, and interest in the bespoke Deliverables created specifically for the Client under the SOW, excluding Dictode's pre-existing IP and Third-Party Components.
• Licence to use Dictode IP.To the extent Dictode's pre-existing IP is embedded in or required to operate the Deliverables, Dictode grants the Client a perpetual, worldwide, non-exclusive, royalty-free licence to use, modify, and host such IP solely as integrated into the Deliverables. This licence does not permit the Client to extract, repackage, resell, or sublicense Dictode's pre-existing IP as a standalone product.
• Third-party libraries.Deliverables may incorporate open-source or commercial third-party libraries, components, plugins, fonts, images, or APIs ("Third-Party Components"). These remain the property of their respective owners and are governed by their own licences. The Client is responsible for complying with the terms of those licences and for paying any associated licence fees.
• Portfolio rights.Unless the Client requests otherwise in writing, Dictode may reference the Client's name, logo, and a brief description of the project in its portfolio, case studies, and marketing materials, without disclosing Confidential Information.

7. Confidentiality & Non-Disclosure

Each party agrees to treat the other's Confidential Information as strictly confidential and to use it only for the purposes of performing or receiving the Services.

• Confidential Information will not be disclosed to any third party without the prior written consent of the disclosing party, except to employees, contractors, or professional advisers who have a need to know and are bound by confidentiality obligations no less protective than these.
• The confidentiality obligations do not apply to information that is (i) publicly available without breach of these Terms, (ii) independently developed without reference to the disclosing party's information, (iii) lawfully received from a third party without confidentiality restrictions, or (iv) required to be disclosed by law or court order, in which case the receiving party will, where lawful, give prompt notice to the disclosing party.
• The confidentiality obligations survive termination of the engagement for a period of five (5) years, except for trade secrets and source code, which remain protected for as long as they retain their confidential character.
• Upon written request following termination, each party will, at its option, return or securely destroy the other party's Confidential Information in its possession, subject to legal retention obligations and routine backup archives.

8. Data Protection

Our handling of personal data in connection with the Website and Services is described in ourPrivacy Policy, which is incorporated into these Terms by reference. We aim to align our practices with the EU General Data Protection Regulation (GDPR), the Digital Personal Data Protection Act, 2023 (India), the Personal Data Protection Law of the Kingdom of Saudi Arabia (PDPL), and other applicable data protection laws relevant to the markets we serve. Where we process personal data on behalf of the Client as a processor, the parties will enter into a separate data processing agreement (DPA) setting out the subject matter, duration, nature, purpose of processing, categories of data subjects and personal data, and the technical and organisational security measures we apply. The Client warrants that it has the lawful basis required to share any personal data with us.

9. Warranties & Disclaimers

Dictode warrants that the Services will be performed in a professional and workmanlike manner consistent with prevailing industry standards. Bespoke Deliverables are warranted to materially conform to the documented specifications in the SOW for a period of thirty (30) days following acceptance or go-live (the "Warranty Period"). During the Warranty Period, Dictode will, at its option, repair, replace, or re-perform any defective Deliverable at no additional cost, provided the Client gives prompt written notice of the defect.

EXCEPT FOR THE EXPRESS WARRANTIES STATED ABOVE, THE WEBSITE, DELIVERABLES, AND SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS.To the maximum extent permitted by law, Dictode disclaims all other warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, uninterrupted operation, error-free performance, and security against every possible threat. We do not warrant that the Website or Deliverables will be free from bugs, that all defects will be corrected, or that they will operate without interruption on every device, browser, network, or third-party platform.

10. Limitation of Liability

To the maximum extent permitted by applicable law:

• Dictode's total aggregate liability arising out of or related to these Terms or any SOW, whether in contract, tort (including negligence), warranty, statute, or otherwise, will not exceed the total fees actually paid by the Client to Dictode for the Services giving rise to the claim during the twelve (12) months immediately preceding the event giving rise to liability.
• In no event will either party be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including loss of profits, loss of revenue, loss of business, loss of goodwill, loss of data, business interruption, or cost of substitute services, even if advised of the possibility of such damages.
• The limitations in this section do not apply to (i) a party's breach of confidentiality obligations, (ii) a party's indemnification obligations under these Terms, (iii) fraud or wilful misconduct, or (iv) any liability that cannot be limited or excluded under applicable law.
• The Client acknowledges that the fees charged reflect this allocation of risk and that, without these limitations, the fees would be substantially higher.

11. Indemnification

The Client agrees to defend, indemnify, and hold harmless Dictode, its directors, employees, contractors, and affiliates from and against any third-party claims, damages, liabilities, settlements, costs, and reasonable legal fees arising out of or related to: (a) content, data, materials, or instructions supplied by the Client; (b) the Client's use or deployment of the Deliverables in violation of these Terms or applicable law; (c) the Client's breach of any representation, warranty, or obligation in these Terms; or (d) infringement claims arising from Client-supplied materials.

Subject to the Limitation of Liability section, Dictode will defend the Client against third-party claims alleging that the Deliverables, as delivered and used in accordance with the SOW, infringe a third party's copyright, trademark, or trade secret, and will indemnify the Client against damages finally awarded by a court of competent jurisdiction, provided the Client gives prompt written notice of the claim, allows Dictode to control the defence and settlement, and provides reasonable cooperation. Dictode has no obligation for claims arising from (i) modifications not made by Dictode, (ii) combinations with products, data, or services not supplied by Dictode, (iii) use after Dictode has notified the Client to stop, or (iv) Third-Party Components or Client-supplied materials.

12. Term, Suspension & Termination

These Terms take effect on the Effective Date and continue until terminated in accordance with this section or the applicable SOW.

• Termination for convenience.Either party may terminate an SOW for convenience by giving the other party at least fifteen (15) days' prior written notice. The Client remains responsible for paying all fees for Services performed and expenses committed through the effective date of termination, plus any non-cancellable third-party costs.
• Termination for cause.Either party may terminate immediately on written notice if the other party (i) materially breaches these Terms and fails to cure within fifteen (15) days of written notice, (ii) becomes insolvent, files or has filed against it a petition in bankruptcy, or enters into an arrangement with creditors, or (iii) ceases to do business.
• Suspension.Dictode may suspend Services and access to Deliverables, on prior written notice where practicable, if the Client fails to pay undisputed invoices when due, breaches the Acceptable Use Policy, or engages in conduct that exposes Dictode to legal or reputational risk. Suspension does not relieve the Client of payment obligations.
• Effect of termination.On termination, each party will return or destroy the other party's Confidential Information; Dictode will deliver work-in-progress for fully paid milestones; and provisions that by their nature should survive (including IP, confidentiality, payment, limitation of liability, indemnity, and governing law) will continue in effect.

13. Force Majeure

Neither party will be liable for any failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, government action, embargoes, fire, flood, earthquake, pandemic or epidemic, prolonged power or telecommunications outages, denial-of-service attacks, or the failure of essential third-party infrastructure such as cloud providers, internet service providers, or critical APIs. The affected party will notify the other party promptly of the force majeure event and use reasonable efforts to mitigate its impact. If the event continues for more than sixty (60) consecutive days, either party may terminate the affected SOW on written notice without liability, save for fees due for Services already performed.

14. Acceptable Use Policy

When accessing the Website, Services, or Deliverables, the Client and its users agree not to:

• Use the Services for any illegal, fraudulent, defamatory, obscene, or otherwise harmful purpose, or in a manner that violates applicable laws or regulations in any jurisdiction.
• Resell, sublicense, rent, lease, or otherwise commercially exploit our products or Services without our prior written consent.
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, or underlying ideas of our proprietary products, except to the extent expressly permitted by applicable law that cannot be lawfully limited by contract.
• Introduce viruses, malware, ransomware, worms, or other malicious code, or attempt to disrupt, overload, or gain unauthorised access to the Website, our infrastructure, or other users' accounts.
• Use automated scraping, harvesting, or bulk extraction tools against the Website without our prior written consent.
• Impersonate any person, misrepresent affiliation with Dictode, or remove proprietary notices from any Deliverable or product.

We reserve the right to investigate suspected violations and to suspend or terminate access for users who breach this policy.

15. Modifications to the Service

Dictode is continuously improving the Website, products, and Services. We reserve the right, at any time and without prior notice, to modify, suspend, or discontinue any part of the Website or any feature, content, product, or Service, in whole or in part. Where we discontinue a paid feature on which the Client materially relies, we will use commercially reasonable efforts to provide reasonable advance notice and, where appropriate, a migration path or pro-rata refund of pre-paid unused fees attributable to that feature. We are not liable to the Client or any third party for any modification, suspension, or discontinuance of the Website or any feature thereof.

16. Modifications to These Terms

We may update or revise these Terms from time to time to reflect changes in our Services, business practices, or applicable law. When we make material changes, we will update the "Last Updated" date at the top of this page and, where appropriate, provide additional notice on the Website or by email to active clients. The revised Terms take effect on the date stated in the notice or, if no date is stated, on the date of posting. Your continued use of the Website or Services after the effective date constitutes acceptance of the revised Terms. If you do not agree with the changes, you must stop using the Website and Services and, where applicable, terminate your engagement in accordance with the Term, Suspension & Termination section.

17. Governing Law & Jurisdiction

These Terms and any SOW are governed by and construed in accordance with the laws of the Republic of India, without regard to conflict-of-laws principles. Subject to the Dispute Resolution section below, the courts at Calicut (Kozhikode), Kerala, India, have exclusive jurisdiction over any dispute arising out of or in connection with these Terms. For international clients, the parties may alternatively agree in writing in the SOW to resolve disputes through international arbitration under the rules of a recognised arbitral institution (such as the Singapore International Arbitration Centre, the London Court of International Arbitration, or the Dubai International Arbitration Centre), in which case the seat, language, and number of arbitrators will be set out in the SOW. Nothing in this section prevents either party from seeking urgent injunctive or equitable relief in any court of competent jurisdiction to protect its Intellectual Property Rights or Confidential Information.

18. Dispute Resolution

The parties will attempt to resolve disputes amicably through the following escalation path before resorting to litigation or arbitration:

• Step 1 – Project leads.The day-to-day project leads of both parties will discuss the dispute in good faith within ten (10) business days of written notice.
• Step 2 – Senior management.If unresolved, the matter is escalated to senior management or authorised representatives of both parties for a further fifteen (15) business days.
• Step 3 – Mediation or arbitration.If still unresolved, the parties may agree to non-binding mediation. Failing settlement, either party may refer the dispute to the courts or arbitral forum specified in the Governing Law & Jurisdiction section.

Each party bears its own costs of the escalation process unless otherwise determined by a court or arbitral tribunal. The escalation requirement does not prevent either party from seeking interim relief at any time.

19. Contact Information

For questions about these Terms, billing, contracts, or any legal notices, please contact us at:

Dictode
Calicut, Kerala, India
Email:info@dictode.com
Phone: +91 974 608 4243