Terms & Conditions

“Enqcode”, “we”, “us” or “our” refers to Enqcode (A-501, 5th Floor, The Capital Science City Road, Sola, Ahmedabad – 380060, Gujarat, India). “Client”, “you,” or “your” means the person or entity that engages us for Services.

• Agreement — these Terms together with any SOW, proposals, quotes, attachments, or order forms between Enqcode and Client.
• Deliverables — the items, software, source code, documentation, reports, designs, prototypes, or other outputs Enqcode delivers under an SOW.
• Project — the work and Deliverables described in an SOW.
• Confidential Information — non-public information designated as confidential or that reasonably should be understood to be confidential.
• Client Materials — data, content, specifications, or other materials provided by Client.
• Third-Party Software/Services — software, libraries, platforms, tools, APIs, or services provided by third parties and used in the Project.

2.1. Enqcode provides IT and custom software development, web & mobile development, UI/UX, cloud & DevOps, database, IoT, and related consulting and staffing services.

2.2. Specific scope, deliverables, timeline, acceptance criteria, milestones, and fees will be set out in a separate SOW or proposal, which, when signed or otherwise accepted by the Client, becomes part of this Agreement.

3.1. An engagement begins when the Client signs an SOW or accepts a quote.

3.2. Changes: Any change to scope, timelines, or fees must be agreed in writing (email acceptable) and may require a change order. Enqcode will notify the Client of impacts on price and schedule.

3.3. Acceptance: Deliverables are subject to Client acceptance testing against the acceptance criteria in the SOW. Unless Client provides a written rejection within the acceptance period (typically 10 business days), Deliverables will be deemed accepted.

4.1. Fees will be as set out in the SOW (fixed price, time & materials, or retainer). All fees are in the currency stated in the SOW.

4.2. Payment terms are as set out in the SOW (commonly: deposit on signing, milestone invoices, and final payment on acceptance). Unless otherwise stated, invoices are payable within 15 days of the invoice date.

4.3. Late payments: Interest at the lower of 1% per month or the maximum permitted by law will accrue on overdue amounts. Client will reimburse reasonable collection costs.

4.4. Taxes: Client shall pay applicable taxes (excluding taxes based on Enqcode’s income). If Enqcode is required to collect or pay any taxes, Client will reimburse such taxes.

5.1. Client will provide timely access to people, systems, environments, data, approvals, and information necessary for Enqcode to perform the Services.

5.2. Delays caused by Client (including late approvals, missing information or late payments) may result in schedule changes and additional fees.

5.3. Client is responsible for securing and backing up Client Materials and production data unless otherwise agreed.

• Ownership: Enqcode retains all rights to its Background IP, frameworks, methodologies, templates, tools, and know-how.
• Assignment: Subject to full and final payment, Enqcode assigns to Client only the Deliverables specifically created under the SOW.
• Reservation of rights: Enqcode may reuse non-confidential concepts, code snippets, and design patterns for other projects.
• Third-party software and open-source: Remain subject to their respective licenses; Client is responsible for compliance.

7.1. Each party will: (a) keep Confidential Information confidential using reasonable care; (b) use it only to perform obligations under this Agreement; and (c) disclose it only to employees, contractors, or advisors who need to know and who are bound by confidentiality obligations.

7.2. Exceptions: Confidential Information does not include public information, already known, rightfully received from a third party, or independently developed.

7.3. Required disclosure: If compelled by law, the receiving party may disclose Confidential Information but will (where legally permitted) provide notice to the disclosing party and cooperate to seek protective measures.

8.1. Enqcode warrants that it will perform Services with reasonable skill and care in accordance with industry standards.

8.2. For 30 days following acceptance, Enqcode will, at its option, remedy reported material defects in Deliverables at no additional charge (warranty period). This warranty does not apply to problems caused by Client modifications, misuse, or third-party components. A “defect” means a material deviation from agreed specifications. Change requests or enhancements are not defects.

8.3. EXCEPT FOR THE EXPRESS WARRANTY IN 8.1, ENQCODE DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

9.1. Where Services require hosting, cloud providers, APIs, or third-party software, Client will comply with those providers’ terms. Enqcode may provision, manage, or recommend third-party services, but is not liable for their performance.

9.2. Costs for third-party services (hosting, licenses, APIs) are the Client’s responsibility unless otherwise stated.

10.1. Enqcode will process personal data only as necessary to perform the Services and in accordance with Client’s documented instructions and applicable law.

10.2. If processing personal data on Client’s behalf, the parties will enter a separate Data Processing Agreement (DPA) implementing appropriate technical and organizational measures.

10.3. Client is responsible for the lawful basis for processing personal data and for obtaining necessary consents from data subjects. Enqcode will assist reasonably with data subject requests, breach notifications, and regulatory cooperation.

11.1. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ENQCODE’S AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO ENQCODE UNDER THE APPLICABLE SOW DURING THE 3 MONTHS PRECEDING THE CLAIM.

11.2. IN NO EVENT WILL ENQCODE BE LIABLE FOR: (A) CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES; (B) LOST PROFITS, REVENUE, OR BUSINESS; OR (C) LOSS OF DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.3. Client acknowledges that software development involves inherent risks, and agrees Enqcode is not responsible for failures caused by Client systems, data, or third-party tools and APIs, and their use or integration.

12.1. Client will indemnify, defend, and hold harmless Enqcode and its officers, employees, and agents from any claims arising from: (a) Client’s breach of this Agreement, (b) Client Materials or Client’s use of the Deliverables, or (c) Client’s violation of law.

12.2. Enqcode will indemnify Client against claims alleging that Deliverables (excluding Client Materials, Enqcode Background IP, and third-party components) infringe a third party’s registered intellectual property rights. Enqcode’s obligations are conditioned on Client promptly notifying Enqcode, giving control to Enqcode to defend/settle, and cooperating. Enqcode may, at its option, (i) procure rights, (ii) modify the Deliverable to avoid infringement, or (iii) replace it. Remedies exclude obligations where infringement arises from Client Materials, modifications, third-party components, or use beyond the SOW.

13.1. Enqcode may use subcontractors and affiliates to perform Services. Enqcode remains responsible for its performance.

13.2. Non-solicitation: During the engagement and for 12 months after, Client will not directly solicit or hire Enqcode employees or contractors who were materially involved in the Project without Enqcode’s written consent. If Client hires such a person, Client will pay a placement fee equal to three months’ average compensation of the hired person (or as otherwise agreed).

14.1. Support and maintenance services (if any) will be provided under a separate support agreement or SOW.

14.2. Unless contracted, Enqcode has no obligation to provide ongoing maintenance, updates, bug fixes, or security patches after acceptance.

15.1. Term: This Agreement begins on the Effective Date and continues until terminated. Each SOW continues for the term stated in the SOW unless terminated earlier.

15.2. Termination by Client: Client may terminate only with 30 days’ prior written notice, and must pay (a) all fees for Services performed up to termination, (b) all non-cancelable commitments, and (c) any deposit, which is non-refundable.

15.3. Termination by Enqcode: Enqcode may suspend or terminate Services immediately if Client breaches the Agreement, delays payments, or fails to provide required cooperation.

15.4. Effect of termination: Upon termination, Client pays all outstanding fees and expenses. Enqcode will deliver completed work and reasonable transition materials; Enqcode may retain copies of work for records. Sections that by their nature survive termination (IP, confidentiality, liability limits, indemnity, governing law) survive.

Neither party will be liable for delays or failures caused by events beyond reasonable control (e.g., acts of God, pandemics, strikes, acts of government, cyberattacks, internet outages). The affected party will promptly notify the other and use reasonable efforts to resume performance.

Enqcode uses industry-standard technical and organizational measures to protect systems and Client data. Client acknowledges that no system is perfectly secure and agrees that Enqcode’s security obligations are limited to commercially reasonable measures described in the SOW or DPA.

Enqcode may include the Client’s name and project description in marketing materials, portfolio, and case studies unless the Client requests in writing that Enqcode not disclose such information. Client grants Enqcode a non-exclusive license to display Deliverables in Enqcode’s portfolio, subject to Client’s confidential information and prior written objection.

19.1. Governing law: This Agreement is governed by the laws of India (without regard to conflict of law rules). The parties submit to the exclusive jurisdiction of courts located in Ahmedabad, Gujarat, India.

19.2. Dispute resolution: Parties will attempt to resolve disputes amicably by escalation between senior representatives. If unresolved within 30 days, either party may pursue legal remedies in the courts specified above.

Notices must be in writing and sent to the addresses in the SOW or to:

• Enqcode: connect@enqcode.com, A-501, 5th Floor, The Capital Science City Road, Sola, Ahmedabad – 380060, Gujarat, India.
• Client: as set out in the SOW.

These Terms, any SOWs, and any referenced attachments constitute the entire agreement between the parties and supersede prior agreements. No amendment is effective unless in writing and signed by both parties.

If any provision is held invalid or unenforceable, the remainder of the Agreement will remain in effect, and the invalid provision will be replaced by a valid provision that most closely matches the parties’ intent.

Client may not assign the Agreement without Enqcode’s prior written consent, except in connection with a sale of substantially all assets or a merger. Enqcode may assign to an affiliate or in connection with a sale, provided the assignee assumes obligations.

• Relationship: The parties are independent contractors; nothing creates a partnership, joint venture, or employment relationship.
• No Waiver: Failure to enforce a right is not a waiver of that right.
• Construction: Headings are for convenience only and do not affect interpretation.

If you have questions about these Terms or want to request an SOW, contact us:

• Email: connect@enqcode.com
• Phone: +91 90231 13389
• Address: A-501, The Capital Science City Road, Sola, Ahmedabad – 380060, Gujarat, India.