TERMS & CONDITIONS
MASTER SERVICES & DIGITAL CONTRACTING GOVERNANCE AGREEMENT • LAST REVISED: AUGUST 2026
CLAUSE NAVIGATION
1. BINDING ACCEPTANCE & ELECTRONIC CONTRACTING
These Terms and Conditions ("Terms," "Agreement") constitute a legally binding agreement between you (whether individually or on behalf of a corporate entity, "Client," "User," or "you") and Code Minerals ("Agency," "we," "our," or "us"). By accessing https://www.codeminerals.com, executing a Statement of Work (SOW), authorizing a project deposit, or receiving custom software engineering, SaaS architecture, mobile app development, graphic design, or consulting services from Code Minerals, you acknowledge that you have read, understood, and agreed to be bound by all terms, covenants, and conditions set forth herein. If you do not agree with these Terms, you must immediately cease all usage of our website and services.
2. SCOPE OF DIGITAL & SOFTWARE ENGINEERING SERVICES
Code Minerals provides custom digital product engineering, including but not limited to: • Web Application Engineering: Custom Next.js, React, TypeScript, and Node.js web portals built for sub-second hydration and high concurrency. • SaaS Platform Architecture: Multi-tenant cloud systems, subscription engines, RBAC security, and automated database sharding. • Custom AI & LLM Integrations: OpenAI, Anthropic, Vector DB indexing, RAG pipelines, and automated business process agents. • Native & Cross-Platform Mobile Applications: Android (Kotlin) and React Native application development. • Brand Identity & Graphic Systems: Modern visual design kits, UI/UX design systems, vector logo design, and marketing collateral. • Search & Growth Engineering: Technical Search Engine Optimization (SEO), Answer Engine Optimization (AEO), and Generative Engine Optimization (GEO). All specific project scopes, deliverables, timelines, milestone schedules, and fee structures are governed by individually executed Statements of Work (SOWs) or Master Services Agreements (MSAs) which incorporate these Terms by reference.
3. STATEMENTS OF WORK (SOW) & CHANGE REQUEST PROTOCOL (CRP)
A. Execution of SOWs: Each project engagement commences upon execution of a formal Statement of Work detailing scope boundaries, sprint milestones, and deliverables. B. Change Request Protocol (CRP): Any requested modification, addition, feature expansion, or structural deviation from an executed SOW requires a formal Change Request Protocol. Code Minerals will evaluate the impact of requested changes on project cost and delivery timelines. Change Requests become binding only upon mutual written sign-off and payment of adjusted fees. Code Minerals is not obligated to execute out-of-scope work prior to Change Request approval.
4. CLIENT OBLIGATIONS & FEEDBACK TIMELINES
A. Timely Provision of Assets: The Client agrees to provide necessary brand assets, API credentials, copy, domain access, and feedback within three (3) business days of an Agency request. B. Impact of Client Delays: Delays in client feedback or asset delivery exceeding five (5) consecutive business days will result in an automatic extension of project milestone completion dates. Code Minerals reserves the right to re-allocate engineering squad resources or apply a project reactivation fee for projects paused due to client inactivity exceeding thirty (30) days.
5. FINANCIAL TERMS, MILESTONE BILLING & LATE INTEREST
A. Fee Payment Schedule: Unless otherwise specified in an SOW, standard project fees require a non-refundable 50% upfront deposit prior to sprint commencement, with remaining balances due upon milestone completion or final production deployment sign-off. B. Invoicing Terms: Invoices issued by Code Minerals are payable within Net-15 calendar days from the invoice issuance date. C. Late Payment Interest: Invoices unpaid after Net-15 days shall accrue late interest at the rate of 1.5% per month (18% per annum) or the maximum statutory rate permitted by law, whichever is lower. D. Suspension of Services: Code Minerals reserves the right to suspend active software development, revoke staging environment access, or delay production deployment in the event of any overdue invoice balance until accounts are settled in full.
6. INTELLECTUAL PROPERTY RIGHTS & CODE OWNERSHIP TRANSFER
A. Background Intellectual Property: Code Minerals retains exclusive ownership of all pre-existing software libraries, reusable code components, boilerplate templates, proprietary algorithms, design frameworks, and internal tools ("Background IP") utilized during development. Code Minerals grants Client a non-exclusive, perpetual, royalty-free license to use such Background IP solely as embedded within the delivered software. B. Foreground Client Deliverables: Subject to FULL AND FINAL PAYMENT of all contractual invoices and fees, Code Minerals assigns and transfers to the Client all right, title, and interest in and to the custom source code, custom graphic designs, database schemas, and unique deliverables ("Foreground IP") created specifically for Client under the applicable SOW. C. Retained Portfolio Showcase Rights: Unless explicitly restricted by a signed Non-Disclosure Agreement (NDA), Code Minerals retains the non-exclusive right to display completed project designs, non-confidential screenshots, and agency case studies in its corporate portfolio and promotional collateral.
7. CONFIDENTIALITY & MUTUAL NON-DISCLOSURE
A. Definition of Confidential Information: "Confidential Information" encompasses all non-public technical data, source code, database architectures, client lists, business strategies, financial records, and trade secrets disclosed by either party during the engagement. B. Obligations: Both parties agree to protect Confidential Information with the same degree of care used for their own proprietary data (and no less than reasonable care). Confidential Information shall not be disclosed to any third party except to authorized personnel, legal advisors, or cloud sub-processors bound by equivalent confidentiality covenants. Confidentiality obligations endure for three (3) years post-termination.
8. 30-DAY WARRANTY & POST-LAUNCH MAINTENANCE
A. Warranty Period: Code Minerals warrants that for thirty (30) calendar days following final client sign-off or production deployment ("Warranty Period"), delivered software will conform substantially to the written functional specifications in the applicable SOW. Code Minerals will fix any confirmed reproducible code bugs attributable to Agency code free of charge during the Warranty Period. B. Warranty Exclusions: The Warranty explicitly excludes defects caused by: (i) third-party API breaking changes, (ii) server environment modifications made by Client or third parties, (iii) browser/OS updates released post-delivery, or (iv) unauthorized source code edits. C. Maintenance Retainers: Ongoing support, post-warranty updates, feature enhancements, and server management require a separate Maintenance Retainer Agreement.
9. THIRD-PARTY APIS, CLOUD SERVICES & SLA DISCLAIMERS
A. Cloud Infrastructure Dependencies: Code Minerals relies on third-party cloud infrastructure (e.g., AWS, Vercel, MongoDB, Stripe, OpenAI). We do not guarantee uninterrupted uptime or performance of third-party platforms beyond their stated Service Level Agreements (SLAs). B. Third-Party API Changes: Code Minerals is not responsible for service outages, data loss, or feature deprecation resulting from third-party vendor policy changes, rate-limit enforcement, or API schema modifications.
10. LIMITATION OF LIABILITY & AGGREGATE CAP
A. Exclusion of Consequential Damages: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CODE MINERALS, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR GUILD CONTRACTORS BE LIABLE TO CLIENT OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES (INCLUDING LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, OR LOSS OF GOODWILL) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE PERFORMANCE OF SERVICES. B. Liability Cap: THE TOTAL AGGREGATE LIABILITY OF CODE MINERALS FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY CLIENT TO CODE MINERALS UNDER THE SPECIFIC SOW GIVING RISE TO LIABILITY IN THE SIX (6) MONTHS PRECEDING THE CLAIM.
11. INDEMNIFICATION OBLIGATIONS
Client agrees to defend, indemnify, and hold harmless Code Minerals, its directors, developers, and agents from and against any third-party claims, liabilities, damages, losses, or legal expenses (including reasonable attorney fees) arising from: (i) Client-supplied content, images, trademark assets, or code infringing third-party intellectual property rights; (ii) Client’s violation of applicable laws or data privacy regulations; or (iii) Client’s commercial distribution of the software product.
12. TERMINATION & CANCELLATION PROTOCOL
A. Termination for Convenience: Either party may terminate an ongoing SOW for convenience by providing fourteen (14) calendar days' advance written notice. Upon notice of termination, Client shall pay Code Minerals for all work completed, milestone hours accrued, and non-cancellable expenses incurred up to the effective termination date. B. Termination for Cause: Either party may terminate immediately if the other party materially breaches any provision of this Agreement and fails to cure such breach within seven (7) business days of receiving written notice.
13. DISPUTE RESOLUTION & BINDING ARBITRATION
In the event of any controversy, claim, or dispute arising from or relating to these Terms or an executed SOW, the parties agree to first attempt resolution through good-faith executive negotiations within fifteen (15) business days. If unresolved, the dispute shall be finally settled through binding arbitration conducted in accordance with commercial arbitration rules. Judgment on the arbitration award may be entered in any court of competent jurisdiction.
14. SEVERABILITY, ENTIRE AGREEMENT & AMENDMENTS
A. Severability: If any provision of these Terms is held invalid or unenforceable by a court of competent jurisdiction, such provision shall be enforced to the maximum extent permissible, and the remaining provisions shall remain in full force and effect. B. Entire Agreement: These Terms, together with executed SOWs and privacy policies, constitute the entire agreement between Code Minerals and Client, superseding all prior oral or written negotiations. C. Contact & Inquiries: • Legal Desk: Code Minerals • Email: hello@codeminerals.com • Domain: https://www.codeminerals.com