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About These Terms

These Terms & Conditions apply to your use of the Codenza website and, where applicable, the software development, digital services, software products and related services supplied under the Codenza trading name.

Codenza is currently a trading name and is not represented as a separately incorporated limited company.

Additional terms may apply to individual projects, subscriptions, licences, quotations, statements of work or other agreements. Where a separate written agreement has been entered into, that agreement may take priority over these general terms where it expressly says so.

Website Use

You may use this website for lawful purposes and to learn about Codenza, its services and its software.

You must not use the website in a way that may damage, disable, disrupt or interfere with the website, its infrastructure or another person's use of the website.

• Do not attempt unauthorised access to Codenza systems, accounts, databases or infrastructure.
• Do not introduce malware, malicious code or harmful automated traffic.
• Do not use website content for fraudulent, unlawful or misleading purposes.
• Do not falsely represent an association with Codenza.

Intellectual Property & Codenza Software

Unless expressly agreed otherwise in a separate written agreement, all intellectual property rights in Codenza software, products, platforms, systems, source code, frameworks, libraries, reusable components, designs, documentation, interfaces, processes and pre-existing technology remain owned by Codenza or the relevant rights holder.

Paying for, subscribing to, accessing or using a Codenza software product does not automatically transfer ownership of the underlying software, source code or intellectual property.

Customers receive only the licence, access rights or other rights expressly granted to them under the relevant agreement.

In particular, Codenza retains ownership of reusable code, generic components, internal tools, libraries, frameworks, templates, development methods and technology that may be used across more than one project unless a written agreement expressly states otherwise.

Nothing in these terms transfers ownership of Codenza Management or any other Codenza-owned software product.

Except where permitted by law or a written agreement, users must not reproduce, distribute, sell, licence, publish, copy, modify, reverse engineer or commercially exploit Codenza software or proprietary materials without permission.

Custom Software & Project Work

Custom development work will normally be governed by a quotation, project specification, statement of work or separate agreement describing the agreed scope.

Features, revisions or work requested outside the agreed scope may be treated as additional work and may result in additional charges and changes to delivery times.

Estimated completion dates are targets unless a separate written agreement expressly states that a date is contractually guaranteed.

Delivery dates may be affected by changes in scope, delayed customer feedback, missing information, approval delays, third-party dependencies or other circumstances outside Codenza's reasonable control.

Ownership and licensing arrangements for customer-specific deliverables may be set out separately in the applicable project agreement. Codenza's pre-existing and reusable intellectual property remains protected as described above.

Quotations, Pricing & Payments

Prices, deposits, milestones, subscription charges and payment schedules will normally be set out in the relevant quotation or agreement.

A quotation does not necessarily represent an unlimited or permanent offer and may contain its own expiry period.

Codenza may require a deposit or advance payment before development work begins.

Where milestone payments are agreed, Codenza may pause further work if an amount that has become due remains unpaid.

Unless expressly agreed otherwise, final delivery, transfer of agreed project rights or production deployment may be conditional upon payment of all amounts due.

Client Responsibilities

Customers are responsible for providing accurate information, content, access credentials, requirements, approvals and other materials that Codenza reasonably requires to perform the agreed work.

Customers must ensure that they have the legal right to provide any text, images, trademarks, databases, customer information or other materials supplied to Codenza.

Delays caused by missing information, delayed approvals or changes requested by the customer may affect the agreed project schedule.

Service Availability & Uptime

Codenza aims to provide reliable and continuous websites, software systems and hosted services. However, Codenza does not warrant or guarantee 100% uptime, uninterrupted availability or error-free operation at all times.

Services may occasionally be unavailable because of planned maintenance, software updates, security work, technical faults, internet failures, hosting providers, infrastructure providers, third-party services or circumstances outside Codenza's reasonable control.

Where reasonably possible, Codenza may take steps to restore affected services and reduce disruption, but no general guarantee of continuous availability is provided unless an express service level agreement states otherwise.

Third-Party Services

Codenza software and websites may rely on services provided by third parties, including hosting providers, domain providers, payment processors, email services, APIs, operating systems, libraries and other external technology.

Availability, functionality and terms of third-party services are controlled by their respective providers.

Codenza cannot guarantee the continued availability or unchanged functionality of services controlled entirely by third parties.

Where a third-party service changes, becomes unavailable or introduces additional charges, additional development or alternative services may be required.

Security, Data & Backups

Codenza takes reasonable steps to build and operate systems securely, but no software system, hosting environment or internet service can be guaranteed to be completely immune from faults, attacks, vulnerabilities or data loss.

Customers are responsible for protecting account credentials and for notifying Codenza if they believe their account or system has been compromised.

Backup arrangements may vary depending on the specific product, hosting arrangement or customer agreement.

Unless a written agreement expressly provides a particular backup or disaster-recovery service, customers should not assume that every piece of information can always be recovered.

Warranties & Liability

Codenza will use reasonable care and skill when providing services.

Software and digital services may contain defects, require updates or behave differently when affected by hardware, browsers, operating systems, integrations or third-party services outside Codenza's control.

Nothing in these terms is intended to exclude or restrict liability where doing so would be unlawful, including any rights or liabilities that cannot legally be excluded.

Subject to applicable law and any separate written agreement, Codenza will not be responsible for indirect or consequential losses that were not reasonably foreseeable when the relevant agreement was entered into.

Any specific limitation or cap on liability for a commercial project should be stated in the relevant project, subscription or software agreement.

Suspension & Termination

Codenza may suspend access to software or services where reasonably necessary for security, maintenance, suspected misuse, legal compliance or material non-payment.

Codenza may also suspend or terminate access where a user materially breaches applicable licence terms or uses a service unlawfully.

Project cancellation and any amounts payable on cancellation may be governed by the applicable quotation or project agreement.

Governing Law

These terms are intended to be governed by the laws of England and Wales, subject to any mandatory legal rights that apply to a customer based on their circumstances.

Where permitted by law, disputes relating to these terms will be subject to the jurisdiction of the courts of England and Wales.