Terms & Conditions

1. Definitions

• "We," "Us," "Our" refers to Codably, operating from Gold Coast, Queensland, Australia
• "You," "Your," "Client" refers to the individual or entity engaging our services
• "Services" refers to web development, software development, consulting, and related services provided by Codably
• "Project" refers to the specific work agreed upon between Codably and the Client
• "Deliverables" refers to the work products, code, designs, or other materials produced as part of a Project

2. Acceptance of Terms

By accessing our website, submitting a contact form, or engaging our services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree with these Terms, please do not use our website or services.

3. Services

3.1 Scope of Services

Codably provides professional software development services, including but not limited to:

• Web application development using Next.js, SvelteKit, and other modern frameworks
• AI-powered application development and integration
• Rapid MVP (Minimum Viable Product) development
• Software architecture and consulting services
• No-code development solutions using platforms like Bubble.io

3.2 Project Agreements

Specific details of each Project, including scope, deliverables, timeline, and pricing, will be outlined in a separate project agreement, proposal, or statement of work. These documents will supplement and form part of these Terms.

4. Client Responsibilities

The Client agrees to:

• Provide timely access to necessary information, materials, and resources required for the Project
• Respond promptly to requests for feedback, approvals, and clarifications
• Ensure all content, materials, and information provided do not infringe on third-party rights
• Make timely payments according to the agreed payment schedule
• Designate a primary point of contact for project communications

5. Payment Terms

5.1 Fees and Pricing

Fees for services will be specified in the project agreement or proposal. All fees are quoted in Australian Dollars (AUD) unless otherwise specified.

5.2 Payment Schedule

Payment terms will be outlined in the project agreement and may include upfront deposits, milestone payments, or other arrangements. Typical payment structures include:

• Initial deposit (typically 30-50%) upon project commencement
• Milestone payments for medium to large projects
• Final payment upon project completion and delivery

5.3 Late Payments

Payments are due within the timeframe specified in the project agreement. Late payments may incur interest charges and may result in suspension of work until payment is received.

5.4 Additional Work

Work that falls outside the agreed scope ("scope creep") will be quoted separately and requires Client approval before commencement. We reserve the right to charge for additional work at our standard hourly rates.

6. Intellectual Property Rights

6.1 Client Materials

The Client retains all rights to materials, content, and intellectual property provided to Codably for use in the Project. The Client grants Codably a license to use these materials solely for the purpose of completing the Project.

6.2 Deliverables

Upon receipt of full payment, the Client will own the custom code and deliverables created specifically for their Project. This ownership is subject to the following:

• Codably retains rights to reusable components, frameworks, libraries, and general methodologies
• Third-party software, frameworks, and open-source components remain subject to their respective licenses
• Codably retains the right to use the project as a portfolio piece unless otherwise agreed

6.3 Pre-existing Materials

Codably retains all rights to pre-existing intellectual property, tools, code libraries, and methodologies developed prior to or independent of the Client's Project.

7. Project Timeline and Delivery

7.1 Estimates

Project timelines are estimates based on the information available at the time of proposal. Actual delivery dates may vary based on project complexity, Client responsiveness, and scope changes.

7.2 Delays

Codably is not responsible for delays caused by:

• Late provision of required materials or feedback from the Client
• Changes to project scope or requirements
• Third-party service disruptions (hosting, APIs, etc.)
• Circumstances beyond our reasonable control (force majeure)

8. Revisions and Changes

The number of revision rounds included in a project will be specified in the project agreement. Additional revisions beyond the agreed number may incur additional charges. Major changes to project scope will require a new agreement and pricing.

9. Warranties and Disclaimers

9.1 Service Warranty

We warrant that services will be performed with reasonable care and skill in accordance with industry standards. We will make reasonable efforts to fix bugs and issues discovered within 30 days of final delivery at no additional charge.

9.2 Disclaimer

Except as expressly stated in these Terms or the project agreement, all services and deliverables are provided "as is" without warranties of any kind, either express or implied. We do not guarantee:

• That the website or application will be error-free or uninterrupted
• Specific results, traffic, or revenue from the delivered project
• Compatibility with all future browser versions, devices, or third-party services

10. Limitation of Liability

To the maximum extent permitted by law, Codably's total liability for any claims arising from or related to our services shall not exceed the total amount paid by the Client for the specific Project giving rise to the claim. We shall not be liable for any indirect, incidental, consequential, or punitive damages, including but not limited to loss of profits, data, or business opportunities.

11. Confidentiality

Both parties agree to maintain the confidentiality of any proprietary or confidential information shared during the course of the Project. This obligation survives the termination of our agreement. We will take reasonable precautions to protect Client information but cannot guarantee absolute security.

12. Project Termination

12.1 Termination by Client

The Client may terminate a Project at any time by providing written notice. Upon termination:

• The Client is responsible for payment of all work completed up to the termination date
• Any upfront deposits or milestone payments are non-refundable
• Codably will deliver all work completed to date

12.2 Termination by Codably

Codably may terminate a Project if:

• The Client fails to make payments as agreed
• The Client breaches these Terms or the project agreement
• The Client fails to provide required materials or feedback within a reasonable timeframe

13. Third-Party Services

Projects may involve third-party services, platforms, or APIs (e.g., hosting providers, payment gateways, AI services). The Client is responsible for:

• Obtaining and maintaining accounts with third-party services
• Paying fees associated with third-party services
• Complying with third-party terms of service

Codably is not responsible for changes, disruptions, or issues caused by third-party services beyond our control.

14. Ongoing Maintenance and Support

Unless specifically included in the project agreement, ongoing maintenance, updates, and support are not included in the initial project fee. Post-launch maintenance and support services can be arranged separately at our standard hourly rates or through a retainer agreement.

15. Indemnification

The Client agrees to indemnify and hold Codably harmless from any claims, damages, or expenses arising from:

• Content or materials provided by the Client
• The Client's use of deliverables in a manner inconsistent with these Terms
• Infringement of third-party rights by Client-provided materials

16. Governing Law and Jurisdiction

These Terms are governed by the laws of Queensland and the Commonwealth of Australia. Any disputes arising from these Terms or our services shall be subject to the exclusive jurisdiction of the courts of Queensland, Australia.

17. Dispute Resolution

In the event of a dispute, both parties agree to first attempt to resolve the matter through good faith negotiations. If negotiations fail, the parties may pursue mediation before initiating legal proceedings.

18. Modifications to Terms

We reserve the right to modify these Terms at any time. Updated Terms will be posted on our website with a revised "Last updated" date. Continued use of our services after modifications constitutes acceptance of the updated Terms. Existing project agreements will remain governed by the Terms in effect at the time of agreement.

19. Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

20. Entire Agreement

These Terms, together with any project-specific agreements or proposals, constitute the entire agreement between the Client and Codably regarding the services and supersede all prior agreements or understandings.

21. Contact Information

If you have any questions about these Terms, please contact us: