Terms & Conditions

These Terms and Conditions (the "Terms") govern your use of the website at https://piicode.com (the "Website") and the Services that Piicode Technologies Private Limited ("Piicode", "we", "us" or "our") provides to its clients.

You accept these Terms when you use the Website, sign or accept a Proposal/SOW, or pay an invoice or advance for our Services. If you accept on behalf of a business, that business is bound by these Terms and is the Client.

Where you and Piicode have signed a Proposal/SOW or a Master Services Agreement, that document prevails over these Terms if the two conflict. Terms in your purchase orders or similar documents do not apply unless we agree to them in writing.

Our Privacy Policy explains how we handle personal data, and forms part of these Terms.

In these Terms, the following words have these meanings:

Client, you

The individual or business that uses the Website or engages Piicode for Services.

Services

The services we provide, as summarised in section 4 and set out in the relevant Proposal/SOW.

Deliverables

The work we create and deliver to the Client under a Project or Retainer, such as source code, applications, AI agents and automations, designs, brand assets, content, documents and configured systems.

Project

A defined piece of work with an agreed scope, delivered for a fixed fee or in milestones.

Proposal/SOW

The proposal, quotation, statement of work or order form, accepted by the Client, that sets out the scope, fees, timeline and assumptions for a Project or Retainer.

Retainer

An ongoing engagement billed monthly, including our Ongoing partnership and Dedicated team models.

Change Request

Any request to add to or change the scope agreed in a Proposal/SOW.

Pre-existing IP

Tools, frameworks, reusable code libraries, components, templates, prompts, workflows, methods and know-how owned by Piicode that are not created specifically for the Client, whether they exist before or are developed during an engagement.

Third-Party Services

Software, platforms, APIs, AI models, hosting and other services provided by anyone other than Piicode.

Business Day

Any day other than a Saturday, Sunday or public holiday in India.

You must be at least 18 years old to use the Website or engage our Services. If you act for a business, you confirm that you have the authority to bind it to these Terms. Our Services are offered to businesses and professionals, not to consumers for personal use.

We provide the following services, described in more detail on our Services page:

• AI Strategy & Consulting: AI readiness & opportunity audit; Use-case prioritization & ROI model; Proof of concept in weeks; Governance, security & model selection.
• Business Automation: Process audit & automation roadmap; Document processing & data extraction; Approval and back-office workflows; CRM, ERP & API integrations.
• Cyber Security: Security audits & penetration testing; Cloud, application & API hardening; Threat monitoring & incident response; Compliance readiness (SOC 2, ISO 27001, GDPR).
• AI & Agentic Systems: Custom AI agents & copilots; RAG over your knowledge and data; LLM features inside existing products; Evaluations, guardrails & monitoring.
• Data & Analytics: Data pipelines & warehousing; Dashboards & data visualization; AI-powered insights & forecasting; Embedded analytics for SaaS products.
• Mobile & Web Development: Native iOS & Android apps; Web apps & SaaS platforms; Backend, APIs & cloud infrastructure; QA, release & store launch.
• Cloud & DevOps: Cloud architecture & migration; CI/CD & infrastructure as code; MLOps & model deployment; Monitoring, security & cost optimization.
• E-commerce & Retail: Headless storefronts (Shopify, custom); POS & tablet retail apps; Inventory & order sync; Payments & personalization.
• Brand Strategy & Identity: Positioning & messaging; Naming & verbal identity; Logo & visual identity; Brand guidelines & design systems.
• Digital Experience Design: UX research & information architecture; Websites & landing pages; Product UI & prototyping; Motion & interaction design.
• Growth Marketing: Technical & content SEO; Email & lifecycle marketing; Conversion rate optimization; Analytics & reporting.

We deliver them through these engagement models:

• Fixed-scope project: A defined outcome, timeline, and budget. Ideal for a new product, an MVP, a brand, or a single automation.
• Dedicated team: Senior designers and engineers embedded with your team, scaling up or down as your roadmap changes.
• Ongoing partnership: A monthly retainer for continuous improvement: new features, model tuning, growth experiments, and support.

The scope of any engagement is defined only by its Proposal/SOW. Descriptions on the Website are a general summary and are not an offer. Anything the Proposal/SOW does not expressly include is outside scope and is handled as a Change Request.

• Quotations and proposals are valid for 30 days from the date we issue them, unless they state otherwise.
• Each Proposal/SOW relies on the assumptions it sets out, for example about the information, access, volumes and third-party systems involved. If an assumption turns out to be wrong, we may adjust the scope, timeline or fees through a Change Request.
• To request a change, write to us (email is enough). We will assess its effect on scope, timeline and fees and confirm it in writing. Work on a Change Request starts only after you approve it.
• Change Requests are billed at the rates in the Proposal/SOW or, where no rate applies, quoted separately.
• We may absorb small adjustments within the spirit of the agreed scope at our discretion. Doing so does not oblige us to absorb later changes.

Advance and milestones

• Unless the Proposal/SOW says otherwise, Projects require an advance of 50% of the Project fee before work starts.
• Milestone-based Projects are usually invoiced 50% / 25% / 25%: the advance, then a mid-project payment, then the balance before final delivery.
• Retainers, including Dedicated team engagements, are billed monthly in advance.
• Invoices are due within 7 days of the invoice date.

Currency and taxes

• Clients in India are invoiced in INR. GST is charged in addition to our fees at 18%, or at the rate in force when we invoice.
• Clients outside India are invoiced in USD unless we agree another currency. Where our Services qualify as an export of services under Indian law, GST is not charged.
• International Clients bear all bank charges, intermediary fees, currency conversion costs and withholding taxes, so that we receive the full invoiced amount. If the law requires you to withhold tax, you will increase the payment so that we still receive the full amount, unless we agree in writing to accept a valid tax deduction certificate instead.

Payment methods

We accept Bank transfer (NEFT/RTGS/IMPS), UPI, Razorpay, Stripe, PayPal and Wire transfer (SWIFT). Online payments are processed by the relevant payment provider under its own terms.

Late payment

• Overdue amounts attract interest at 1.5% per month, or the maximum rate the law allows if lower, from the due date until payment.
• If an amount is still unpaid 15 days after its due date, we may pause work, withhold Deliverables and suspend environments we manage for you, after notifying you by email. Timelines extend by the length of the pause, and restarting depends on our team's availability.
• If you dispute an invoice, tell us in writing within 7 days, with your reasons, and pay the undisputed part on time.

Third-party costs

Our fees do not include third-party costs unless the Proposal/SOW says so. These include hosting and cloud infrastructure, domain names, AI model and API usage, app store developer accounts, paid plugins and software licences, fonts, stock images and other assets, email sending platforms and advertising spend. You either pay these directly or we bill them to you at cost, plus any handling fee stated in the Proposal/SOW.

To keep a Project on track, you agree to:

• provide content, information, feedback, approvals and access (accounts, credentials, systems and data) on time and as we reasonably request;
• name a point of contact who can give approvals on your behalf;
• make sure the materials you give us are accurate, complete and lawful; and
• keep your own credentials secure, and tell us promptly about any unauthorised access.

You confirm that you own, or have permission to use, everything you supply to us, including text, images, logos, data, code and contact lists, and that our use of it for the Services will not infringe anyone's rights.

If you are late providing something we need, timelines extend to match and we are not responsible for the delay. Where a delay forces us to reassign our team, reasonable additional costs may apply.

If you do not respond for 30 consecutive days despite our reminders, we may pause or close the Project, and fees for work done up to that point become payable. Restarting a closed Project may carry a reactivation fee of 10% of the remaining Project fee, with a new timeline agreed around our availability.

• Timelines are good-faith estimates, not guarantees, unless the Proposal/SOW expressly makes a date binding.
• When we deliver a Deliverable or milestone, you have 5 Business Days to review it and either approve it or send consolidated written feedback explaining where it does not meet the agreed scope.
• A Deliverable is treated as accepted if we receive no feedback within 7 Business Days of delivery, or as soon as you use it in production or make it public.
• Each Deliverable includes 2 rounds of revisions within the agreed scope. Further revisions, changes beyond the scope, and changes that reverse earlier approvals are billable.
• Once you have paid in full, we hand over source code, design source files and credentials we hold for you within 7 days.

Deliverables

When you have paid all fees for a Project in full, we assign to you the ownership of the intellectual property in the final Deliverables created specifically for you. Until then, we own them and you may use them only to review and test them.

Our Pre-existing IP

We keep all rights in our Pre-existing IP. Where it is built into your Deliverables, we grant you a perpetual, non-exclusive, worldwide, royalty-free licence to use and modify it as part of those Deliverables. You may not sell or distribute our Pre-existing IP on its own.

Open-source and third-party components

Open-source software, fonts, stock assets and other third-party components remain under their own licences, which you agree to follow. On request, we will tell you which licences apply and point out any that carry significant obligations.

Drafts and unused concepts

Drafts, alternative concepts and designs you do not select, including rejected brand concepts, remain our property and we may reuse them.

Portfolio

Once the work is public, we may show it, with your name and logo, in our portfolio, case studies, website and pitches, unless an NDA or your written request says otherwise. We never disclose your confidential information in doing so.

This section applies to our AI & Agentic Systems, AI Strategy & Consulting and Business Automation services, and to any AI agent, automation or large language model (LLM) feature we build as part of another Service.

• Outputs can be wrong. AI outputs are probabilistic and may be inaccurate, incomplete or biased. You must review them, and keep appropriate human oversight, before relying on them. Evaluations and guardrails reduce errors but cannot eliminate them.
• Not professional advice. AI agents and their outputs are not a substitute for legal, medical, financial or other professional advice.
• Your deployment. You are responsible for how AI systems are configured and used in production, for telling end users when they are dealing with AI where the law requires it, for obtaining any consents you need, and for complying with the laws that apply to your use.
• Model providers. We build on models and APIs from third parties such as Anthropic and OpenAI, chosen with you. Their terms and usage policies apply. Providers may change prices, retire models or change how models behave, which is outside our control. Adapting to those changes after the warranty period is billable.
• Usage costs. Ongoing API and model usage costs are yours. We recommend that you hold the provider accounts in your name and set spending limits.
• Your data. We do not use your data to train AI models without your consent.
• Rights in AI output. Copyright in AI-generated content may be limited or unavailable under applicable law. We assign whatever rights we hold, but do not guarantee that AI-generated output is protectable or unique.
• Acceptable use. You will not use the systems we build for unlawful, deceptive, discriminatory or harmful purposes, such as impersonation, spam, unlawful surveillance or generating unlawful content. We may pause work if we reasonably believe a system is being used this way.

This section applies to iOS, Android and cross-platform apps built under our Mobile & Web Development service.

• App Store and Google Play approval is decided by Apple and Google under their own policies. We prepare submissions to meet their guidelines, but we cannot guarantee approval, review times or continued listing.
• Rework needed because a store rejects your content or business model is billable. Rework needed because of a defect in our work is fixed free of charge within scope.
• Developer accounts should be held in your name, and you pay their fees. If we publish under our account at your request, we will transfer the app to you where the store allows.
• You are responsible for the accuracy of your app's privacy policy and of the privacy disclosures each store requires.
• Updates needed because of operating system, device, SDK or store policy changes after the warranty period are billable, or covered under a Retainer.

This section applies to our Brand Strategy & Identity service, including naming and logo work.

• We do not guarantee that a name, logo or other brand element can be registered as a trademark, or that it is free of third-party rights.
• You are responsible for trademark searches, clearance and registration. We recommend using a qualified trademark attorney.
• We do not guarantee that domain names or social media handles will be available.
• Final files, including source files and all agreed formats, are delivered after full payment. Before then we share previews only.

This section applies to our Growth Marketing service, including SEO, email and lifecycle marketing and conversion rate optimisation, and to landing pages built under Digital Experience Design.

• No guaranteed results. We do not guarantee specific traffic, rankings, conversions, open rates or revenue. These depend on factors outside our control, such as search engine algorithms, markets, competition and your offer.
• Your contact lists. You confirm that you have lawful consent or permission for every contact list you supply, and that you keep records of that consent.
• Anti-spam laws. You must comply with the marketing laws that apply to you, including the Information Technology Act, 2000, the Digital Personal Data Protection Act, 2023, TRAI regulations on commercial communications where applicable, CAN-SPAM (United States), CASL (Canada), and the GDPR and PECR (European Union and United Kingdom).
• Our right to refuse. We may refuse to set up or send campaigns to lists we reasonably believe were bought, rented or scraped, or content we believe is misleading or unlawful.
• Deliverability. Email delivery depends on third-party email service providers, mailbox providers and your domain's reputation. We are not responsible for blocking, suspension or spam-folder placement.
• Advertising spend. Ad spend is paid by you, and each ad platform's policies apply.

We may recommend, integrate, configure or use Third-Party Services, including cloud hosting, Shopify and other commerce platforms, payment gateways, CRMs and ERPs, AI model providers and email platforms. They are provided under their own terms, which you are responsible for accepting.

• We are not responsible for outages, data loss, security incidents, price or feature changes, account suspensions or policy actions by third parties.
• Where we manage hosting or infrastructure for you under our Cloud & DevOps service, we use reasonable care, but availability ultimately depends on the provider.
• Accounts should be held in your name. Where we hold one for you, we transfer it on request once you have paid in full.

We perform the Services with reasonable skill and care, using suitably experienced people and in line with good industry practice.

For 30 days after launch or acceptance, whichever comes first, we fix free of charge any defect where a Deliverable does not work as the agreed scope describes.

The warranty does not cover:

• changes made by you or anyone other than us;
• changes to Third-Party Services, operating systems, browsers, APIs or AI models;
• misuse, or use outside the environment we agreed;
• hosting or infrastructure we do not manage; or
• new features and Change Requests.

After the warranty period, support and fixes are billed at our rates or covered by a Retainer. Except as these Terms expressly state, and to the extent the law allows, the Services and Deliverables are provided without any other warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, non-infringement, or uninterrupted and error-free operation.

• The Proposal/SOW for a Retainer sets out what it includes, such as a monthly allowance of hours or dedicated team members, and the maintenance, updates, fixes, improvements, monitoring and support covered.
• Support is available Monday–Friday, 10:00–19:00 IST. For Clients with an active Retainer or support plan, we respond within 48 business hours. A response means acknowledging and triaging the issue, not necessarily resolving it.
• Unused hours do not roll over to the next month unless the Proposal/SOW says so. Work beyond the allowance needs your approval and is billed at the agreed rates.
• Retainers run month to month, or for any minimum term in the Proposal/SOW, until either party gives 30 days' written notice. Fees for the notice period remain payable.

Each party will keep the other's confidential information confidential, use it only for the engagement, and share it only with its own staff, contractors and advisers who need it and are bound by similar obligations.

These obligations do not apply to information that:

• is or becomes public other than through a breach of these Terms;
• the receiving party already knew without restriction;
• the receiving party develops independently;
• the receiving party lawfully receives from a third party without restriction; or
• must be disclosed by law or court order, in which case the receiving party will give notice where it is allowed to.

These obligations continue for 2 years after the engagement ends, and for trade secrets and personal data, for as long as they remain confidential. If we have signed a separate NDA with you, it prevails.

• Each party will comply with the data protection laws that apply to it, including the Digital Personal Data Protection Act, 2023 (DPDP Act) and, where applicable, the EU and UK GDPR.
• Our Privacy Policy explains how we handle personal data as a Data Fiduciary and controller.
• Where we process personal data on your behalf, for example your customers' or employees' data in systems we build or support, you are the Data Fiduciary (controller) and we act as your Data Processor (processor). We process that data only on your documented instructions.
• You are responsible for having a lawful basis, the necessary consents and notices for that data.
• A Data Processing Agreement, including Standard Contractual Clauses or the UK International Data Transfer Agreement where needed, is available on request for Clients subject to the GDPR or UK GDPR. Contact hello@piicode.com.
• If we become aware of a personal data breach affecting data we process for you, we will tell you without undue delay.

Cancellation by the Client

• You may cancel a Project by giving us 15 days' written notice. Retainers end on 30 days' notice, as section 16 explains.
• On cancellation, you pay for all work completed up to the date cancellation takes effect, including a fair share of work in progress, plus any third-party costs we have committed to that cannot be cancelled.

Refunds

• If you cancel before any work has started, we refund the advance in full, less any third-party costs already incurred.
• Once work has begun, the advance covers the work done and the resources we have allocated to your Project, and is not refundable.
• Payments for completed milestones are non-refundable.
• Refund requests must be made in writing within 7 days of cancellation. Approved refunds are processed within 14 days, to the original payment method where possible. International transfers may be reduced by bank charges and exchange rate differences.
• Nothing in these Terms affects rights you have under law that cannot be excluded.

Termination

• Either party may terminate an engagement by written notice if the other commits a material breach and does not fix it within 15 days of being notified.
• Either party may terminate immediately by written notice if the other becomes insolvent or stops carrying on business.
• We may suspend or terminate immediately by written notice if you do not pay as section 6 requires, if you or your representatives are abusive, harassing or threatening towards our staff, or if you use the Services or Deliverables unlawfully or in breach of section 10 or section 13.

What happens after termination

• Fees for work done up to termination become due immediately. Ownership passes only for Deliverables that have been paid for in full.
• Each party returns or deletes the other's confidential information on request, except where the law requires it to be kept.
• We keep project files for 90 days after a Project closes and may then delete them, so please download anything you need.
• Sections that by their nature should continue after termination do so, including section 6 for unpaid amounts, section 9, section 17, section 18, this section, section 20, section 21, section 22, section 25 and section 26.

• Neither party is liable for any indirect, incidental, special, consequential or punitive loss, or for loss of profits, revenue, business, goodwill, data or anticipated savings, even if it was foreseeable.
• Our total liability arising out of or in connection with the Services, whether in contract, tort (including negligence) or otherwise, is limited to the total fees paid by the Client for the specific service giving rise to the claim in the 3 months preceding the claim.
• Nothing in these Terms limits liability for fraud, for death or personal injury caused by negligence, for your obligation to pay fees, for your indemnity under section 21, or for anything else that cannot be limited by law.

You will indemnify Piicode, and its directors, staff and contractors, against claims, losses, damages and costs, including reasonable legal fees, arising from:

• materials you supply, including any claim that they infringe someone's intellectual property;
• campaigns sent or launched on your instructions in breach of marketing or anti-spam laws;
• your use or deployment of the Deliverables, including AI systems, in breach of these Terms or the law; or
• your breach of your data protection obligations.

We will indemnify you against third-party claims that original work we created for you infringes that party's intellectual property rights, subject to the limit in section 20. This does not cover your materials, open-source or third-party components, AI model output, or changes made by anyone other than us. If such a claim arises, we may modify the work, obtain a licence, or refund the fees paid for the affected work.

The party seeking indemnity must notify the other promptly, let it control the defence, cooperate reasonably, and not settle the claim without its consent.

During the engagement and for 12 months after it ends, neither party will directly solicit or hire any employee or contractor of the other who worked on the engagement, unless the other party agrees in writing. General job advertisements not aimed at those people do not count.

You may use the Website for lawful purposes only. You must not:

• scrape, crawl or harvest content or data by automated means, other than search engine indexing;
• introduce malware or other harmful code;
• attempt unauthorised access to the Website or our systems, or probe or test their vulnerabilities without our permission;
• interfere with the Website's operation or security; or
• copy or reuse our content, design, logos or code for commercial purposes without our permission.

The Website and its content, including text, graphics, design, code and case studies, are owned by Piicode or its licensors. The Piicode name and logo are our trademarks. Client names and logos shown in our case studies belong to their owners.

Information on the Website is general, may change without notice and is not an offer. The Website is provided as is, and we do not guarantee that it will always be available or error-free. We are not responsible for the content of third-party websites we link to.

Neither party is liable for a delay or failure caused by events beyond its reasonable control, such as natural disasters, epidemics, war, terrorism, civil unrest, government action, power or internet failures, failures of third-party platforms or cloud providers, and cyberattacks that were not caused by that party's negligence.

The affected party will notify the other promptly and use reasonable efforts to limit the effect, and timelines extend to match. If the event continues for more than 30 days, either party may terminate the affected engagement by written notice. This does not excuse payment for work already done.

These Terms, and any engagement under them, are governed by the laws of India.

1. Negotiation. If a dispute arises, either party may send the other a written notice describing it. Senior representatives of both parties will then try in good faith to resolve it within 30 days.
2. Arbitration. If the dispute is not resolved in that time, it will be referred to and finally resolved by arbitration under the Arbitration and Conciliation Act, 1996, by a sole arbitrator appointed by agreement or, failing agreement, under that Act. The seat of arbitration is Noida, India, and the language is English. The award is final and binding.
3. Courts. Subject to the arbitration clause, the courts at Noida have exclusive jurisdiction, including for interim relief and enforcement. Either party may seek urgent interim relief at any time.

If you are outside India, you agree to this governing law, arbitration process and forum, and waive any objection to them. Arbitral awards made in India are enforceable in most countries under the New York Convention.

• Entire agreement. These Terms, together with any Proposal/SOW, Master Services Agreement or NDA, are the entire agreement between us about their subject and replace earlier discussions.
• Severability. If any part of these Terms is found unenforceable, the rest remains in force.
• Waiver. Not enforcing a right straight away does not waive it.
• Assignment. You may not assign an engagement without our written consent. We may assign it to an affiliate or successor by notifying you.
• Subcontracting. We may use vetted subcontractors under confidentiality obligations, and we remain responsible for their work.
• Independent contractors. Nothing in these Terms creates a partnership, joint venture or employment relationship.
• Notices. Notices must be in writing. Email counts as valid notice when sent to the addresses in the Proposal/SOW or, for us, to hello@piicode.com.
• Electronic records. Acceptance by email, click-through or electronic signature is binding. Electronic records and signatures are valid under the Information Technology Act, 2000.
• Changes to these Terms. We may update these Terms by posting a new version with a new “Last updated” date. Changes do not affect a Proposal/SOW already signed unless both parties agree.
• Language. If these Terms are translated, the English version prevails.

For questions about these Terms, contact us:

• Piicode Technologies Private Limited
• Legal and contract queries: hello@piicode.com
• General enquiries: hello@piicode.com
• Phone: +91 7006130164, +91 9999395491