Terms of Use

These terms govern the relationship between Corder Inc, a Mississippi corporation with offices at 851 E Northside Drive, Clinton, MS 39056 ("Corder", "we", "us"), and the organization engaging us for consulting, optimization or software development work ("Client", "you"). They apply to every proposal, statement of work and support arrangement unless a signed master agreement says otherwise.

Acceptance of these terms

You accept these terms when you sign a proposal or statement of work that references them, when you issue a purchase order for our services, or when you instruct us to begin work. The person accepting confirms they are authorized to bind the Client. If you do not accept these terms, we cannot begin an engagement.

The services we provide

Corder provides order processing consulting, fulfillment optimization, custom software development and ongoing operational support for the systems we build. Every engagement is defined by its own statement of work. Nothing on this website, including timelines, performance figures and example outcomes, forms a commitment. A signed statement of work defines what we deliver.

Proposals and statements of work

Each statement of work sets out scope, deliverables, assumptions, milestones, fees and the acceptance process. Proposals are valid for thirty days from issue. Work outside an agreed scope is handled by written change order, priced before it starts. Where a schedule depends on your input, third-party vendors or platform approvals, dates shift by the length of any delay outside our control.

What we need from you

You agree to provide timely access to the systems, test environments, credentials, documentation and people the work requires, and to name a single decision-maker for approvals. You are responsible for the accuracy of the operational data you give us and for maintaining your own licenses and contracts with the platforms we integrate. You will keep backups of production systems before any cutover we perform together.

Fees and payment

Assessments are billed at a fixed fee. Project work is billed against milestones defined in the statement of work. Managed operations are billed monthly in advance. Invoices are due net thirty days from the invoice date unless stated otherwise. Undisputed amounts more than fifteen days late accrue interest at 1.5% per month, and we may suspend work and support after written notice. Fees exclude taxes, third-party platform fees and pre-approved travel expenses.

Ownership of deliverables

On full payment of the fees for a statement of work, you own the custom code, configurations and written deliverables produced for you under it, including the source and documentation. Corder retains ownership of its pre-existing tools, libraries, frameworks and general know-how, and grants you a perpetual, non-exclusive, worldwide license to use those components as embedded in your deliverables. Nothing in this section transfers rights in third-party or open-source software, which remains subject to its own license.

Third-party platforms

Our work connects systems we do not control. Platform vendors change APIs, retire endpoints, impose rate limits and go down. We design for those conditions. We take no responsibility for a third party's availability, data accuracy, pricing or terms, and a vendor-forced change may require further work under a change order.

Confidentiality

Each party will protect the other's confidential information with at least reasonable care, use it only for the engagement, and disclose it only to personnel and subcontractors who need it and are bound by equivalent obligations. These duties do not apply to information that is public, independently developed, or lawfully received from a third party, and do not prevent a disclosure required by law where the other party is given notice when permitted. Confidentiality survives the end of the engagement by three years; trade secrets remain protected for as long as they qualify.

Warranty and disclaimers

We warrant that services are performed in a professional and workmanlike manner by qualified personnel, and that deliverables will materially conform to the statement of work for thirty days after acceptance. Our sole obligation for a breach of that warranty is to correct the deliverable at no additional charge. Except as stated here, services and deliverables are provided without other warranties of any kind, express or implied, including implied warranties of merchantability, fitness for a particular purpose and non-infringement.

Limitation of liability

Neither party is liable for indirect, incidental, special or consequential damages, or for lost profits, revenue or data, even if advised of the possibility. Each party's total liability arising out of an engagement is limited to the fees paid or payable under the statement of work giving rise to the claim in the twelve months before the event. These limits do not apply to a party's confidentiality breach, indemnification obligations, or liability that cannot be limited by law.

Term and termination

Either party may terminate a statement of work for convenience on thirty days' written notice, or immediately for a material breach that remains uncured fifteen days after notice. Monthly support arrangements may be cancelled with thirty days' notice before the next billing period. On termination you pay for work performed and expenses committed through the termination date, and we hand over deliverables, credentials, documentation and work in progress for which payment has been made.

Governing law and disputes

These terms are governed by the laws of the State of Mississippi, without regard to its conflict-of-laws rules. The parties will first try to resolve any dispute through good-faith discussion between senior representatives within thirty days. Failing that, the state and federal courts located in Hinds County, Mississippi have exclusive jurisdiction, and both parties consent to venue there.

Changes to these terms

We may update these terms as our services change. The effective date at the top of this page shows the current version. Changes apply to engagements entered into after the effective date; for active engagements, the version referenced in your statement of work continues to apply unless both parties agree in writing to the update.