Terms & Conditions

Welcome to Credosis ("Company", "we", "our", or "us"). We are an AI-first software agency based in Dhaka, Bangladesh, serving clients worldwide.

By accessing our website or engaging our services, you agree to these Terms and Conditions. You must actively accept these terms prior to formal engagement. If you do not agree to these terms, please do not use our services.

"Services" refers to the work performed by Credosis. "Deliverables" are the final products provided to the Client. "Client" refers to any individual or entity engaging our Services. "Statement of Work (SOW)" is a document detailing specific project requirements. "Change Order" is a formal agreement modifying the SOW. "Background IP" is pre-existing intellectual property owned by Credosis. "Foreground IP" is new intellectual property created specifically for the Client during the engagement. "AI Services" refers to any artificial intelligence-driven tools, agents, or automation provided. "Confidential Information" is sensitive, non-public information shared between parties. "Acceptance Period" is the designated time for the Client to review Deliverables. "Force Majeure Event" refers to unforeseeable circumstances preventing fulfillment of a contract.

Credosis provides custom software development, AI automation & agentic AI systems, intelligent chatbot development, ERP/CRM systems, SaaS development, healthcare technology platforms, web application engineering, UI/UX design, and technology consulting.

Our specific Services for any given engagement will be clearly described in the applicable Statement of Work (SOW).

All client engagements are governed by these Terms and Conditions alongside an applicable Statement of Work (SOW). The SOW will detail the deliverables, timeline, milestones, and fees for your project.

Work not explicitly included in the SOW requires a formal Change Order, which will include an impact analysis regarding cost, timeline, and deliverables. No informal requests or communications will expand the scope of work.

We utilize a milestone-based billing structure: 20% advance before project initiation. 20% upon approximately 30% completion. 20% upon approximately 50% completion. 30% upon approximately 90% completion. Remaining balance upon final delivery and acceptance.

Payment is due within 15 days of the invoice date (Net 15). Late payments will accrue interest at a rate of 1.5% per month. All prices are exclusive of applicable taxes, including VAT. International clients will be invoiced in USD, while domestic clients will be invoiced in BDT.

For international payments exceeding USD 10,000 per transaction, wire transfer through standard banking channels is required in compliance with Bangladesh Bank regulations.

If a project is cancelled before reaching 30% completion, up to 30% of the advance payment may be refunded, after deducting our costs for work already performed.

After 50% completion, no refunds will be issued, in accordance with the quantum meruit doctrine (compensation proportional to work completed). The Client remains liable for all non-cancellable commitments made on their behalf. Completed and approved milestones are non-refundable.

(a) Conditional Assignment: Credosis retains all right, title, and interest in Deliverables until full payment is received. Upon receipt of full and final payment, the intellectual property in the Foreground IP is irrevocably assigned to the Client. Prior to full payment, the Client receives only a limited, revocable license to evaluate the work.

(b) Background IP: Credosis retains absolute ownership of pre-existing code libraries, AI models, prompt templates, automation scripts, and proprietary tools (Background IP). The Client receives a perpetual, non-exclusive, worldwide, royalty-free license to use Background IP solely as embedded in the final Deliverable.

(c) Portfolio Rights: Credosis reserves the right to showcase completed work in portfolios and marketing materials unless expressly agreed otherwise in writing.

(d) Open Source: Any open-source components utilized in Deliverables will be disclosed and remain subject to their respective open-source licenses.

The Client must provide accurate and complete information, as well as necessary project materials, in a timely manner. The Client shall designate an authorized representative to handle approvals.

Acceptance testing must be completed within the agreed Acceptance Period (defaulting to 10 business days). Failure to respond or provide feedback within this Acceptance Period constitutes deemed acceptance of the Deliverables. The Client may not use our Services for any illegal, fraudulent, harmful, or infringing activities.

(a) AI technologies are probabilistic in nature and may generate outputs that are inaccurate, incomplete, biased, or fabricated.

(b) Credosis does not warrant the factual accuracy, completeness, or reliability of any AI-generated output.

(c) AI outputs may not be unique; similar inputs from different clients may produce similar or identical outputs.

(d) AI-generated content does not constitute professional advice, whether medical, legal, financial, or otherwise.

(e) The Client assumes sole responsibility for implementing human-in-the-loop review before deploying AI outputs in production environments or making business-critical, medical, or regulated decisions.

(f) The Client shall not use AI Services for High-Risk Applications (including but not limited to medical diagnosis, legal interpretation, automated hiring, and critical infrastructure control) without appropriate human oversight and validation.

Clients and their end-users must not use Credosis services, infrastructure, or platforms to: engage in illegal activities, distribute malware or ransomware, launch cyberattacks or unauthorized access attempts, generate deepfakes or deceptive AI media, commit fraud or identity theft, infringe upon third-party intellectual property, violate data protection laws, or harass or harm others.

Any violation of this Acceptable Use Policy may result in immediate suspension or termination of Services, and is aligned with sections 17-23 of the Cyber Security Act (CSA) 2026.

Both parties agree to protect Confidential Information with at least the same degree of care used to protect their own proprietary information, restricting access only to personnel with a demonstrated need-to-know.

These confidentiality obligations do not apply to information that becomes public through no fault of the receiving party, was independently developed, was known prior to disclosure, or is required to be disclosed by a valid legal order. Confidentiality obligations shall survive termination of the engagement for a period of 3 years.

Credosis processes personal data in accordance with applicable laws, including the Personal Data Protection Act (PDPA) 2026, GDPR, and CCPA, as applicable. For enterprise engagements involving significant personal data processing, a Data Processing Addendum (DPA) is available.

When acting as a Data Processor, Credosis is strictly bound by the Client's instructions and applicable data protection laws. All sub-processors engaged by Credosis are contractually bound to equivalent data protection standards.

Deliverables may incorporate third-party platforms, APIs, hosting providers, payment gateways, or software components.

Credosis is not responsible for outages, service changes, or failures caused by these third-party providers. All third-party services are subject to their own respective terms and conditions.

(a) Credosis warrants that Services will be performed in a professional and workmanlike manner consistent with accepted industry standards.

(b) Defects or non-conformities reported within 90 days of acceptance will be corrected by Credosis at no additional cost.

(c) EXCEPT AS EXPRESSLY STATED IN THESE TERMS, ALL SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

(d) AI Services are provided without any warranty regarding accuracy, completeness, or fitness for any specific purpose.

(a) IN NO EVENT SHALL CREDOSIS BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, BUSINESS INTERRUPTION, DATA LOSS, OR THIRD-PARTY FAILURES, consistent with Section 73 of the Contract Act, 1872.

(b) Credosis's total aggregate liability shall not exceed the total fees paid by the Client in the 12 months immediately preceding the event giving rise to the claim.

(c) Super-Cap Exceptions: The foregoing liability cap does not apply to breaches of confidentiality, data protection violations, or intellectual property infringement, for which liability is capped at 2x the trailing 12-month fees.

(d) The Client's payment obligations to Credosis are not subject to any liability cap.

The Client agrees to indemnify, defend, and hold Credosis harmless from any claims arising from: (a) the Client's misuse of the Deliverables or AI Services, (b) the Client's violation of the Acceptable Use Policy, (c) third-party intellectual property infringement claims arising from materials or specifications provided by the Client, and (d) the Client's intentional prompting of AI to generate copyrighted or infringing content.

Credosis agrees to indemnify the Client against third-party claims alleging that the Deliverables (excluding any AI-generated outputs) infringe upon valid intellectual property rights, provided the Client notifies Credosis promptly and provides reasonable cooperation in defense of the claim.

(a) These Terms remain in effect for as long as the Client uses our website or engages our Services.

(b) Either party may terminate the engagement for a material breach if the breach remains uncured for 30 days after providing written notice.

(c) Either party may terminate the engagement for convenience by providing 30 days' written notice.

(d) Upon termination, the Client shall pay for all Services performed up to the termination date, as well as any non-cancellable commitments. Credosis will deliver all work completed to date, subject to receipt of payment.

(e) Survival: The sections concerning Intellectual Property, Confidentiality, Limitation of Liability, Indemnification, Governing Law, and Payment shall survive termination.

Neither party shall be held liable for delays or failures in performance caused by events beyond their reasonable control. Such events include, but are not limited to: natural disasters, acts of war or terrorism, government actions, epidemics or pandemics, widespread telecommunications outages, cloud infrastructure failures, and state-sponsored or large-scale cyberattacks.

The affected party must notify the other party promptly and make reasonable efforts to mitigate the impact of the Force Majeure Event.

(a) These Terms and Conditions are governed by and construed in accordance with the laws of the People's Republic of Bangladesh.

(b) For international clients: Any disputes shall be resolved by binding arbitration administered by the Singapore International Arbitration Centre (SIAC) under its prevailing rules. The seat of arbitration shall be Singapore, and the language of arbitration shall be English.

(c) For Bangladeshi clients: Any disputes shall be subject to the exclusive jurisdiction of the courts located in Dhaka, Bangladesh.

(d) Both parties mutually agree to attempt good-faith mediation for 30 days before initiating any formal arbitration or legal proceedings.

The failure of either party to enforce any provision of these Terms does not constitute a waiver of that provision or any other provision.

If any provision of these Terms is found to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions will continue in full force and effect.

We may update these Terms and Conditions periodically to reflect changes in legal or business requirements. Material changes will be communicated via notification on our website or directly via email.

Continued use of our Services or website following any changes constitutes your acceptance of the updated Terms. The most current version of our Terms will always be available at credosis.com/terms.

Credosis Dhaka, Bangladesh

General inquiries: hello@credosis.com Legal inquiries: legal@credosis.com Website: www.credosis.com