Service Agreement & Contract Terms

All work begins with a written proposal outlining scope, deliverables, timeline, and price. The proposal is valid for 30 days from the date of issue unless otherwise stated. An engagement is confirmed when both of the following have occurred:

• The Client has provided written acceptance of the proposal (email is sufficient).
• The deposit specified in the proposal has been received by Codalyst Tech.

No work, resource allocation, or timeline commitments are made prior to both conditions being satisfied.

Proposal turnaround: we aim to deliver a written proposal within 24 hours of receiving a sufficient project brief from the Client. For staffing engagements, shortlisted candidate profiles are delivered within 7 business days of engagement confirmation. Staff onboarding (system access, tool integration, working availability) is completed within 7 business days after all engagement documents are finalised and the required structure is confirmed.

Scope is defined exclusively in the signed SOW. Tasks, features, integrations, or requirements not described in the SOW are out of scopeand constitute a change request. All change requests must be submitted in writing. We will issue a new written quote for the additional work, and implementation begins only after the Client's written sign-off and, if applicable, an updated deposit.

Verbal agreements, Slack messages, or informal email discussions do not modify the SOW unless they are formalised in writing by both parties.

• Project work: 50% deposit before commencement; remaining 50% due upon delivery of final assets before transfer of files or credentials.
• Milestone-based projects: per the payment schedule defined in the SOW.
• Staff placements (full-time or part-time): billed monthly in advance; invoices due within 7 calendar days of issue.
• Casual / hourly staff: rates are expressed as an hourly rate and billed weekly. Weekly invoices reflect the actual hours worked that week at the agreed hourly rate. The Client receives a weekly timesheet summary with each invoice. Invoices are due within 5 calendar days of issue.
• Late payments: invoices unpaid after the due date are subject to an administrative late fee of USD 50 per overdue invoice. No interest is charged on outstanding balances. We reserve the right to suspend active services until all overdue balances are settled in full.
• Currency: all invoices are denominated in the currency specified in the proposal. We accept bank transfer and mutually agreed digital payment methods.
• Taxes:prices are exclusive of applicable taxes. Where taxes are chargeable by law, they will be added to invoices and are the Client's responsibility.

Each project phase includes a defined number of revision rounds as specified in the SOW. Revision requests must be submitted as a single, consolidated list per round — not in piecemeal installments. Revisions must be submitted within the review window stated in the SOW; feedback submitted after that window may be treated as a new change request.

Additional revision rounds beyond the agreed limit are billable at our standard hourly rate, quoted in advance.

The Client agrees to:

• Provide timely feedback, approvals, and decisions within the review windows stated in the SOW.
• Supply all required content, assets, credentials, and access before the relevant milestone commences.
• Designate a single point of contact with authority to provide approvals on behalf of the Client's organisation.
• Ensure that any content or materials provided to us do not infringe third-party intellectual property rights, are not defamatory, and comply with applicable law.

Delays caused by the Client's failure to meet these obligations will extend the project timeline by an equivalent period. Such delays do not entitle the Client to a price reduction or to terminate the agreement without cause.

Upon delivery of a milestone or final deliverable, the Client has the number of business days specified in the SOW (default: 5 business days) to review the work and submit written feedback or a written acceptance.

Absence of written feedback within that review window constitutes deemed acceptance of the deliverable. Acceptance — whether explicit or deemed — triggers the corresponding payment obligation.

Acceptance does not limit the Client's rights under our warranty (see Section 10).

• Client materials.All content, data, and materials provided by the Client remain the Client's property. We acquire no rights in them beyond what is necessary to perform the services.
• Custom deliverables. Upon receipt of all payments due under the SOW, all custom deliverables created specifically for the Client transfer to the Client by assignment. Transfer does not occur until payment is complete.
• Background IP. Our tools, frameworks, methodologies, libraries, and pre-existing code remain our property. Where deliverables incorporate background IP, we grant the Client a non-exclusive, perpetual, royalty-free licence to use that IP solely as embedded in the delivered work.
• Third-party components. Open-source libraries, licensed fonts, stock assets, and other third-party components are governed by their respective licences. We will identify material third-party components in the SOW.
• Portfolio rights. Unless the Client requests confidentiality in writing before project commencement, we retain the right to display completed work in our portfolio, website, and marketing materials.

Both parties agree to keep the other party's confidential information — including business plans, technical systems, pricing, client lists, and non-public project details — strictly confidential. Neither party shall disclose confidential information to any third party without prior written consent, except to employees, contractors, or advisors who need to know and are bound by equivalent obligations.

This obligation does not apply to information that: (a) is or becomes publicly available through no breach of this agreement; (b) was independently known to the receiving party before disclosure; or (c) is required to be disclosed by law or court order (with prompt written notice given to the disclosing party where permitted).

Confidentiality obligations survive termination of any engagement for a period of three (3) years.

• Termination for convenience — projects.Either party may terminate a project engagement with 14 days' written notice.
• Termination for convenience — staffing. Either party may terminate a staff placement engagement with 30 calendar days' written notice. The Client remains liable for the full 30-day notice period at the agreed rate.
• Client-initiated termination. If the Client terminates after work has commenced, the Client is liable for all work completed or in progress up to the termination date, calculated at the rates in the SOW. Deposits are non-refundable once work has begun.
• Company-initiated termination. If we terminate without cause, we will refund any prepaid amounts attributable to work not yet commenced or completed.
• Termination for material breach. Either party may terminate immediately by written notice if the other party materially breaches this agreement and fails to remedy the breach within 7 days of receiving written notice identifying the breach.
• Effects of termination.Upon termination: (a) the Client pays all amounts due for completed work; (b) each party returns or destroys the other's confidential materials on request; and (c) IP transfer provisions apply only to work that has been paid for in full.

We warrant that services will be performed with reasonable professional care and skill, and that deliverables will materially conform to the specifications in the SOW for a period of 30 days after acceptance(“Warranty Period”).

During the Warranty Period, our sole obligation is to correct, at no additional charge, any defect that prevents the deliverable from materially conforming to the agreed specifications. This warranty does not cover:

• Defects caused by the Client's modifications or additions.
• Issues arising from third-party software, APIs, or platform changes outside our control.
• Feature requests or improvements beyond the original SOW specifications.

Except as stated in this section, all services and deliverables are provided “as is.” We disclaim all other warranties, express or implied, to the extent permitted by law.

Our total aggregate liability under any engagement shall not exceed the total fees paid by the Client under that specific SOW in the three months preceding the event giving rise to the claim.

We are not liable — under any legal theory — for: indirect, incidental, consequential, or punitive damages; loss of profit, revenue, business, or data; or third-party claims arising from use of our deliverables, even if we were advised of the possibility of such losses.

These limitations apply to the maximum extent permitted by applicable law and reflect a reasonable allocation of risk given our pricing.

These Terms and all engagements governed by them are construed in accordance with the laws of the Islamic Republic of Pakistan.

In the event of a dispute, the parties agree to attempt resolution by good-faith negotiation within 30 days of written notice of the dispute. If negotiation fails, the dispute shall be referred to binding arbitration in accordance with applicable Pakistani arbitration law. The arbitration proceedings shall be conducted in the English language. Formal litigation, if required, shall take place in the courts of Pakistan.

• Entire agreement. The signed SOW together with these Terms constitute the entire agreement between the parties and supersede all prior discussions, representations, and proposals relating to the subject matter.
• Amendments. No amendment to an active engagement is binding unless agreed in writing by both parties.
• Severability. If any provision of these Terms is held invalid or unenforceable, the remaining provisions continue in full force.
• No waiver. Failure to enforce any right under these Terms does not constitute a waiver of that right in the future.
• Assignment. Neither party may assign rights or obligations under an engagement without the prior written consent of the other party, except that we may assign to a successor entity in a merger or acquisition.
• Force majeure. Neither party is liable for delay or failure to perform caused by events beyond their reasonable control — including natural disasters, governmental actions, or infrastructure failures — provided the affected party gives prompt written notice.
• Independent contractors. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship.

For questions about these terms or to discuss a specific engagement: