Service Agreement

Last updated: June 2025

This Service Agreement ("Agreement") is a legally binding contract between CODX Systems ("we," "our," or "us") and you ("Client") governing the provision of software development, design, and consulting services.

1. Scope of Services

The specific services, deliverables, timelines, and fees for each engagement will be defined in a Statement of Work (SoW) or Project Proposal that references this Agreement. Each SoW becomes part of this Agreement once signed by both parties.

Services may include, but are not limited to: software development, UI/UX design, system architecture, API integration, cloud infrastructure setup, code review, and technical consulting.

2. Payment Terms

Payment terms are as follows:

  • Fixed-Price Projects: 50% deposit at kickoff, 50% upon delivery and acceptance. Each milestone is invoiced upon approval.
  • Retainer Agreements: Monthly invoicing in advance. Retainer hours not used within a month do not roll over unless otherwise agreed.
  • Time & Materials: Hourly or daily rates as specified in the SoW. Invoiced bi-weekly or monthly.

All invoices are due within 15 days of receipt. Late payments may incur a 1.5% monthly service charge.

3. Revisions & Change Requests

Each SoW includes a defined number of revision rounds. Additional revisions or scope changes will be quoted separately. We use a structured change request process:

  • Client submits a written change request describing the new requirement
  • We provide a timeline and cost impact estimate within 2 business days
  • Both parties approve the change in writing before work begins

4. Intellectual Property Ownership

Upon full payment for services, we assign all intellectual property rights for the custom-developed deliverables to the Client, subject to the following:

  • Pre-existing tools, frameworks, libraries, and methodologies owned by us prior to the engagement remain our property (licensed to the Client for use with the deliverables)
  • Open-source components remain subject to their original licenses
  • We retain the right to display the work in our portfolio unless otherwise agreed in writing

5. Client Responsibilities

The Client agrees to:

  • Provide timely access to necessary resources, information, and feedback
  • Designate a single point of contact for decision-making
  • Review and approve deliverables within the agreed review periods
  • Provide access to any third-party services, APIs, or accounts required for the project

6. Support & Maintenance

Unless otherwise specified in the SoW, standard post-launch support includes 30 days of bug-fixing for deliverables that do not conform to the agreed specifications. Ongoing support, maintenance, and feature development are available under a separate retainer agreement. See our App Maintenance service for details.

7. Confidentiality

Both parties agree to maintain the confidentiality of all proprietary information shared during the engagement. This obligation survives the termination of this Agreement for a period of 3 years. We are happy to sign a separate NDA before project discussions begin.

8. Limitation of Liability

Our total liability under this Agreement shall not exceed the total fees paid by the Client for the specific project giving rise to the claim. In no event shall we be liable for indirect, incidental, or consequential damages, including lost profits or business interruption.

9. Termination

Either party may terminate this Agreement with 30 days written notice. In the event of termination, the Client shall pay for all work completed up to the termination date. Intellectual property for completed work shall be transferred upon receipt of payment.

10. Governing Law

This Agreement shall be governed by and construed in accordance with applicable laws. Any disputes arising from this Agreement shall be resolved through good-faith negotiation before pursuing formal legal remedies.

11. Contact

For questions about this Service Agreement, please contact us.