About Utkal Codeworks

Utkal Codeworks is a founder-led digital solutions business based in Bhubaneswar, Odisha, India.

We provide services including:

In this Agreement:

Formation of the Agreement

This Agreement becomes applicable when the client:

Electronic approvals and written communications may be used as evidence of acceptance.

A separate signed project agreement, quotation or proposal may include additional terms. If a project-specific term conflicts with this general Agreement, the project-specific written term will apply.

Project Documents

The complete agreement between Utkal Codeworks and the client may consist of:

These documents should be read together.

Scope of Services

The services, features, pages, modules and deliverables included in a project will be clearly described in the approved quotation or proposal.

We are responsible only for work included in the approved scope.

Any feature, page, integration, service or deliverable not specifically mentioned is excluded unless added through a written change request.

Project-Specific Information

Each project quotation or proposal should identify:

The project will be planned and priced according to this information.

Services Not Automatically Included

Unless specifically mentioned in the quotation, the following are not included:

These items may be quoted separately.

Quotations and Validity

A quotation is based on the requirements available when it is prepared.

It remains valid for the period stated in the quotation. If no period is mentioned, it remains valid for 15 days from the date of issue.

A quotation may be revised if:

Submitting an enquiry or receiving a quotation does not require either party to proceed.

Project Start

A project will normally begin after:

Paying an advance reserves project time but does not guarantee an immediate start unless a start date has been confirmed in writing.

Client Responsibilities

The client agrees to:

We are not responsible for delays, errors or additional work caused by incomplete, inaccurate or late information from the client.

Client Content and Materials

The client confirms that they own or have permission to use all content and materials supplied to us, including:

The client remains responsible for the accuracy, legality and ownership of these materials.

We may refuse to publish content that appears unlawful, misleading, defamatory, harmful or infringing.

Communication

Project communication may take place through:

The client should provide one main contact person authorised to give instructions and approve work.

Approvals provided through an agreed written communication channel may be treated as valid project approval.

Project Timeline

Any project timeline is an honest estimate based on the approved scope and information available at the time.

The timeline begins after we receive:

The timeline may change because of scope changes, delayed feedback, missing materials, technical difficulties, third-party issues or circumstances outside reasonable control.

We will communicate significant delays and provide an updated estimate where practical.

Unless expressly guaranteed in writing, a delivery date is an estimate rather than a strict deadline.

Feedback and Approvals

The client should review submitted work and provide organised feedback within the agreed review period.

Feedback should be:

Conflicting instructions from multiple people may delay the project.

Once a design, page, feature or milestone is approved, later changes to that approved work may be treated as additional work.

Revisions

The number of revision rounds included will be stated in the quotation or package.

A revision is a reasonable adjustment to work already created according to the approved requirements.

A revision does not include:

Additional revisions may require extra charges and time.

Unused revision rounds cannot be transferred, exchanged for cash or used for another project.

Changes to the Project Scope

Either party may identify a required change during the project.

A change request should explain:

We will not begin significant additional work until the client approves the revised cost and timeline in writing.

Small adjustments may be accepted without a formal document at our discretion.

Fees and Payment Schedule

The project fee will be stated in the quotation or proposal.

Unless otherwise agreed, our standard payment schedule may be:

Payments must be made using an approved method and within the time shown on the invoice.

Project fees are quoted in Indian Rupees unless stated otherwise. GST and other applicable taxes may be added as required.

Late or Missed Payments

If a payment becomes overdue, we may:

The client remains responsible for completed work and approved expenses.

A paused project may need to be rescheduled according to our current availability after payment is received.

Additional Expenses

The client is responsible for approved expenses not included in the project fee, such as:

We will obtain approval before making a significant purchase on the client’s behalf.

Third-party purchases are generally non-refundable once activated or purchased.

Project Inactivity

A project may be paused if required information, content, access, approval or payment is not received.

If there is no meaningful response for 30 days, the project may be marked inactive and removed from the active schedule.

If inactivity continues for 60 days or more, we may close the project after giving reasonable notice.

Restarting an inactive or closed project may require:

Completed work, reserved time and third-party purchases remain payable.

Testing

We will perform reasonable testing appropriate to the agreed project, which may include:

The client is also responsible for reviewing and testing the deliverables before final approval.

Unless otherwise agreed, testing does not cover every device, browser version, network condition or future software update.

Acceptance of Deliverables

A deliverable may be treated as accepted when the client:

Minor issues that do not prevent normal use will not normally delay acceptance, but we will address valid issues covered by the agreed scope.

Website Launch and Handover

Launch or handover will normally take place after:

Depending on the project, handover may include:

Internal development tools, reusable components and unpaid work are not included unless expressly agreed.

Ownership of Custom Deliverables

Until full payment is received, Utkal Codeworks retains ownership of the project work.

After full payment, the client receives the ownership or usage rights specified in the quotation for the final approved custom deliverables.

The client may not sell, distribute or claim ownership of unpaid drafts, rejected concepts or incomplete work.

Pre-Existing and Third-Party Materials

Utkal Codeworks retains ownership of:

Third-party materials remain owned by their original creators and are governed by their licences.

These may include:

The client receives only the rights permitted by the applicable licence.

Portfolio Rights

Unless confidentiality is agreed in writing, Utkal Codeworks may display the completed project in:

We may mention the business name, project type, services provided, technologies used and publicly available screenshots.

We will not intentionally disclose confidential business information.

The client should request confidentiality before the project begins if portfolio display is not permitted.

Confidentiality

Both parties agree to handle non-public business information responsibly.

Confidential information may include:

Confidential information may be used only for the project and disclosed only to people who reasonably need it to perform the work.

Confidentiality does not apply to information that:

These obligations continue after the project ends.

Personal Data

If a project involves personal data, each party agrees to follow applicable privacy and data-protection requirements.

The client is responsible for:

We will process client data only as reasonably necessary to provide the agreed services and will use appropriate safeguards within the scope of our responsibility.

Additional data-processing terms may be required for projects involving sensitive, regulated or large-scale personal information.

AI-Assisted Tools

We may use AI-assisted tools to support:

AI supports the workflow, while important decisions and quality checks remain guided by human expertise.

We do not guarantee that automated suggestions will always be complete or error-free.

We will not intentionally place client passwords, private financial records or other highly sensitive information into publicly accessible AI tools.

The client should inform us before the project begins if specific restrictions on AI-assisted tools are required.

Website Content and Blog Writing

Content-writing services may be AI-assisted, researched and human-reviewed.

The client must review and approve:

The client remains responsible for the final accuracy of approved business information.

We do not guarantee that content will achieve a particular search position, traffic level or commercial result.

SEO and Google Business Profile Services

SEO and Google Business Profile services are intended to improve online visibility, technical quality and content relevance.

We do not guarantee:

Search engines and third-party platforms control their own algorithms, policies, verification and ranking decisions.

Logo and Brand Identity Services

Logo concepts and revision limits will be stated in the selected package.

The client is responsible for trademark searches and registration unless those services are expressly included.

Logo design does not automatically include:

The client should obtain professional trademark advice before making a major commercial investment in a brand.

Domains, Hosting and Third-Party Accounts

The client is responsible for the ongoing cost and renewal of domains, hosting, licences and third-party subscriptions unless agreed otherwise.

Where practical, these accounts should be registered in the client’s name.

The client is responsible for:

We are not responsible for third-party downtime, suspension, price changes, discontinued features or data loss outside our control.

Maintenance and Support

Ongoing maintenance is included only when stated in the package or covered by a separate maintenance agreement.

Maintenance may include agreed services such as:

Maintenance does not include new features, major redesigns or work beyond the purchased support hours.

Unused monthly support hours do not carry forward unless otherwise agreed.

Backups and Security

We use reasonable care during development, migration and maintenance. However, no website or digital system can be guaranteed to be completely secure or continuously available.

After handover, the client is responsible for ongoing backups, updates and security unless these are included in an active maintenance plan.

We are not responsible for problems caused by:

Post-Launch Corrections

Any included post-launch support period will be stated in the quotation.

During that period, we will correct genuine bugs where an agreed feature does not work according to the approved scope.

Post-launch corrections do not include:

Work outside the included support period may be charged separately.

Suspension of Services

We may temporarily suspend services when reasonably necessary because of:

We will provide notice where reasonably possible.

Suspension does not remove the client’s responsibility to pay for completed work or active third-party services.

Cancellation by the Client

The client may cancel a project by providing written notice.

The client remains responsible for:

Any eligible refund will be calculated according to the Refund and Cancellation Policy and the project-specific agreement.

Completed or approved work is generally non-refundable.

Cancellation by Utkal Codeworks

We may terminate a project if:

Where appropriate, we will provide reasonable notice and an opportunity to resolve the issue.

If we cancel without fault by the client, any unearned prepaid amount will be refunded after deducting completed work and unavoidable costs.

Limitation of Liability

We will perform the services with reasonable professional care.

To the extent permitted by law, Utkal Codeworks will not be liable for indirect or consequential losses, including loss of:

Where liability cannot be excluded, our total liability relating to a project will generally be limited to the amount paid for the specific service that caused the claim.

Nothing in this Agreement limits liability or rights that cannot legally be limited.

Client Indemnity

The client agrees to be responsible for claims or losses arising from:

This obligation applies only to the extent permitted by law.

Force Majeure

Neither party will be responsible for delays caused by events reasonably outside its control, including:

The affected party should inform the other party as soon as reasonably possible.

Independent Service Provider

Utkal Codeworks provides services as an independent service provider.

This Agreement does not create:

Assignment and Subcontracting

The client may not transfer this Agreement to another party without written approval.

We may use trusted specialists or service providers for limited parts of a project while remaining responsible for managing the agreed deliverables.

Any person receiving confidential information must be subject to appropriate confidentiality responsibilities.

Notices

Formal project notices should be sent through the business email addresses used in the quotation or agreement.

A notice will normally be treated as received when it is successfully delivered by email, unless the sender receives a delivery-failure message.

Cancellation and termination notices must be provided in writing.

Entire Agreement

This Agreement, together with the approved quotation, proposal and referenced policies, represents the complete agreement between the parties for the project.

Earlier discussions or informal messages do not override the final written scope unless incorporated into an approved document.

Severability

If any provision of this Agreement is found invalid or unenforceable, the remaining provisions will continue to apply.

The invalid provision should be interpreted or replaced as closely as legally possible to its original purpose.

No Waiver

If either party does not immediately enforce a right under this Agreement, that does not mean the right has been permanently waived.

A waiver is valid only when clearly provided in writing.

Governing Law and Disputes

This Agreement is governed by the laws of India.

If a disagreement occurs, both parties should first try to resolve it through good-faith discussion.

If it cannot be resolved informally, the matter will be subject to the appropriate courts in Bhubaneswar, Odisha, unless applicable law requires another forum.

Nothing in this Agreement removes any statutory consumer right that cannot legally be excluded.

Updates to This Agreement

We may update this general Service Agreement when our services, business practices or legal responsibilities change.

Updates will be published with a revised effective date. They will not normally change an existing signed project agreement unless both parties agree or the change is required by law.

Contact Information

Questions about this Service Agreement may be sent to: