Terms of Service

1. About Codaris

These Terms of Service apply to services provided by CODARIS DIGITAL LIMITED (“Codaris”, “we”, “us” or “our”), a private company limited by shares incorporated in England and Wales under company number 17478590.

Registered office:
25 Balleratt Street
Manchester
England
M19 3DF

Email: info@codarisdigital.com

2. What we provide

Codaris provides technology and digital-growth services including web design and development, workflow and AI-assisted automation, search engine optimisation, paid advertising management, website care, automation care and related professional services.

The exact services, deliverables, scope, timetable, assumptions, dependencies, fees and any project-specific terms will be set out in the applicable quote, proposal, order confirmation or Statement of Work (“SOW”).

Website descriptions and starting prices are general information only. They do not create an obligation for Codaris to accept a project and do not by themselves form a contract.

3. Forming an agreement

A contract is formed when Codaris and the customer agree the applicable quote, proposal, SOW or other written order terms, or when Codaris otherwise confirms acceptance of the engagement in writing.

If there is a conflict between these Terms and a signed or expressly accepted SOW, the SOW controls for that engagement to the extent of the conflict.

The customer must provide accurate information and must tell Codaris before contracting if they are acting wholly or mainly outside their trade, business, craft or profession.

4. Prices and taxes

Prices shown on the website are starting prices in US dollars unless stated otherwise.

Final fees depend on the agreed scope. Any taxes that Codaris is legally required to charge will be identified before the customer enters into the relevant agreement. Codaris does not represent on this website that it is VAT-registered unless and until that is factually confirmed.

Third-party charges may be additional where applicable, including advertising spend, domains, hosting, licences, paid software, platform subscriptions, API usage and other external services.

5. Fixed-price project payments

Unless the applicable SOW states a different schedule, fixed-price projects normally use the following payment stages:

• 30% to start the project;
• 40% at the agreed project milestone; and
• 30% before final handover or launch.

Normal project and milestone invoices are due within 7 calendar days of issue unless the applicable SOW states otherwise.

Codaris may pause work, withhold final handover or delay launch while an undisputed overdue invoice remains unpaid.

6. Recurring services

Unless expressly agreed otherwise, recurring services are provided month-to-month and are billed in advance on the stated billing date.

The customer may cancel a recurring service before the next billing date by emailing info@codarisdigital.com.

Service will normally continue through the already-paid billing period. There is no automatic partial-period refund solely because the customer stops using the service before that paid period ends. This does not limit any statutory right or any remedy expressly agreed for a service failure.

7. Changes to scope

Work outside the agreed scope is not automatically included.

If the customer requests additional pages, functions, integrations, campaigns, automation steps, revisions or other material changes, Codaris may provide a revised quote, change order or updated SOW before carrying out the additional work.

A change to scope may also change delivery dates and third-party costs.

8. Customer responsibilities

The customer is responsible for providing information, content, approvals, account access, credentials and decisions reasonably required for the work.

The customer confirms that it has the right to provide any content, data, trademarks, images, software, credentials or other materials supplied to Codaris.

Codaris is not responsible for delays caused by missing or late customer information, approvals, access, payment or dependencies outside Codaris’s reasonable control.

Customers should not send passwords or sensitive credentials by ordinary email where a safer agreed method is available.

9. Third-party platforms and costs

Some services depend on third-party platforms and providers such as hosting companies, domain registrars, advertising platforms, software vendors, API providers, analytics providers and payment processors.

Unless expressly included in the SOW, third-party charges are separate from Codaris’s professional fees.

Advertising media spend is normally paid directly by the customer to the advertising platform and is separate from Codaris’s management fees.

Codaris does not control third-party availability, pricing, policies, account approvals, algorithm changes or platform decisions and cannot guarantee uninterrupted operation of third-party services.

10. Marketing, SEO and advertising

Codaris may provide strategy, implementation, optimisation, reporting and management services, but search rankings, advertising results, lead volume, sales, revenue and other commercial outcomes depend on many factors outside Codaris’s control.

Unless expressly stated in a signed SOW, Codaris does not guarantee a particular ranking, traffic level, number of leads, conversion rate, return on advertising spend or financial result.

11. Automation and AI-assisted services

Automation and AI-assisted systems can depend on third-party software, APIs, model behaviour, customer systems and data quality.

The customer remains responsible for appropriate human review and for deciding whether an automated output or action is suitable for its business.

Unless expressly agreed otherwise, Codaris does not provide legal, medical, financial or other regulated professional advice through automation services.

12. Delivery, review and handover

Project review stages, revision allowances and acceptance criteria will be stated in the SOW where relevant.

The customer should review deliverables promptly and report material issues within a reasonable period.

Final deployment, transfer, launch or handover may depend on final payment, required customer approvals and completion of agreed prerequisites.

13. Intellectual property

The customer retains ownership of materials it provides to Codaris.

Third-party and open-source materials remain subject to their applicable licence terms.

Ownership, assignment or licensing of project-specific work created by Codaris will be governed by the applicable SOW or other written agreement. No third-party rights are transferred by Codaris.

Nothing prevents Codaris from retaining and using its general skills, experience, ideas, methods and know-how, provided this does not permit disclosure of the customer’s confidential information or use of customer-owned materials contrary to the agreement.

14. Confidentiality

Each party should keep the other party’s non-public business information confidential and use it only as reasonably necessary for the engagement, except where disclosure is required by law or authorised by the other party.

This clause does not apply to information that is already public through no breach of confidence, was lawfully known without restriction, or is independently developed without use of the other party’s confidential information.

15. Personal data

Codaris processes personal data in accordance with its Privacy Policy and applicable data-protection law.

If a project requires Codaris to process personal data on behalf of a customer in circumstances requiring additional data-processing terms, the parties will put appropriate terms in place before that processing where required.

16. Suspension and termination

Codaris may suspend work if the customer materially breaches the agreement, does not pay an undisputed invoice when due, fails to provide required access or information after reasonable notice, or requires Codaris to carry out unlawful or materially unsafe work.

Either party may terminate an engagement where the applicable SOW or these Terms permit termination.

Cancellation and refund consequences are described in the Refund & Cancellation Policy and any project-specific SOW.

17. Cancellation and refunds

For fixed-price projects, recurring services, setup work and third-party costs, the Refund & Cancellation Policy forms part of these Terms.

Nothing in these Terms removes rights that cannot lawfully be excluded.

18. Service standard

Codaris will perform its services with reasonable care and skill.

Where the customer is a consumer, statutory rights and remedies apply and are not restricted by these Terms.

19. Liability

Nothing in these Terms excludes or limits liability where it would be unlawful to do so, including liability for fraud or fraudulent misrepresentation, or for death or personal injury caused by negligence.

For business customers only, to the fullest extent permitted by law:

• Codaris is not liable for indirect or consequential loss, loss of profit, loss of revenue, loss of anticipated savings, loss of goodwill or loss arising from third-party platform decisions, except where such loss cannot lawfully be excluded; and
• Codaris’s aggregate liability arising from a particular engagement will not exceed the total fees paid or payable to Codaris under that engagement during the 12 months immediately before the event giving rise to the claim, or, if the engagement has existed for less than 12 months, the total fees paid or payable under it.

This section does not limit payment obligations or any liability that cannot legally be limited.

20. Events outside reasonable control

Neither party is responsible for delay or failure caused by events outside its reasonable control, provided the affected party takes reasonable steps to reduce the effect and resumes performance when reasonably possible.

21. Complaints and notices

Questions, complaints, cancellation requests and refund requests may be sent to:

info@codarisdigital.com

Please provide enough information for Codaris to identify the relevant enquiry, project, invoice or payment.

22. Consumers

Codaris’s services are designed primarily for businesses.

If Codaris agrees to supply services to an individual who is acting wholly or mainly outside their trade, business, craft or profession, nothing in these Terms limits rights that apply to that person by law.

Where an applicable consumer cancellation period exists and the consumer asks Codaris to begin the service before that period ends, Codaris will obtain the legally required request and acknowledgement before beginning early performance.

23. Governing law

These Terms and any non-contractual dispute arising from them are governed by the law of England and Wales.

For business customers, the courts of England and Wales have exclusive jurisdiction unless the applicable SOW states otherwise.

Consumers retain any mandatory rights regarding jurisdiction and applicable law that cannot lawfully be excluded.

24. Changes to these Terms

Codaris may update these Terms from time to time for future engagements or to reflect changes in law, services or operations.

Changes do not retrospectively alter a signed SOW unless both parties agree or the law requires otherwise.