Terms & Conditions — Codebrit Digital

1. INTRODUCTION AND ACCEPTANCE

1.1 Agreement to Terms

These Terms and Conditions (“Terms”, “Agreement”) constitute a legally binding agreement between Codebrit Digital Ltd, a company registered in England and Wales under company number 15861045, with its registered office at 60 Tottenham Court Road, Suite 5254a Fitzrovia, London, W1T 2EW, and Codebrit Digital LLC, with its registered address at 4653 Camel Mountain Rd, Ste 308 ,San Diego, CA 92130 (collectively referred to as “Codebrit Digital”, “Company”, “we”, “us”, “our”), and you (“Client”, “you”, “your”), governing your access to and use of our website located at https://www.codebrit.co/ and all associated services.

1.2 Acceptance

By accessing our website, submitting an inquiry, executing a service agreement, making a payment, or otherwise engaging with our services, you acknowledge that you have read, understood, and agree to be bound by these Terms and all applicable laws and regulations. If you do not agree to these Terms, you must immediately cease all use of our website and services.

1.3 Capacity and Authority

You represent and warrant that: (a) you are at least 18 years of age; (b) you have the legal capacity to enter into binding contracts; (c) if entering this Agreement on behalf of a business entity, you have the authority to bind that entity to these Terms; and (d) all information you provide is accurate, current, and complete.

1.4 Electronic Acceptance

You acknowledge and agree that your electronic acceptance of these Terms, whether through clicking “I agree,” submitting payment, executing electronic contracts, or otherwise engaging with our services, constitutes your legally binding signature and creates an enforceable contract between you and CodeBrit Digital.

1.5 Modifications

Codebrit Digital reserves the right to modify, amend, or update these Terms at any time, in our sole discretion, without prior notice. Modifications become effective immediately upon posting to our website. Your continued use of our services following the posting of modified Terms constitutes acceptance of such modifications. We will update the “Last Updated” date at the top of this document to reflect any changes.

2. DEFINITIONS

For purposes of these Terms, the following definitions apply:

“Services” means all digital marketing, design, development, automation, hosting, and related services provided by CodeBrit Digital, including but not limited to: website design and development, search engine optimization (SEO), social media marketing (SMM), pay-per-click advertising (PPC), artificial intelligence automations, business process automations, hosting and domain services, branding, Amazon/eCommerce development, and any other services described on our website or in service agreements.

“Deliverables” means all work product, materials, designs, code, content, documentation, and other tangible or intangible items created or provided by CodeBrit Digital in connection with the Services.

“Project” means a specific engagement for Services as defined in a Statement of Work, proposal, or service agreement.

“Client Materials” means all content, data, materials, trademarks, logos, images, text, and other information provided by Client to Codebrit Digital for use in connection with the Services.

“Confidential Information” means all non-public information disclosed by either party to the other, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure.

“Intellectual Property” means all patents, copyrights, trademarks, trade secrets, trade names, service marks, and other proprietary rights, whether registered or unregistered.

3. SCOPE OF SERVICES

3.1 Service Offerings

CodeBrit Digital provides comprehensive digital services across multiple disciplines, including but not limited to:

(a) Mobile Application Design and Development: Custom mobile application design and development for iOS, Android, and cross-platform solutions, including UI/UX implementation, testing, deployment, maintenance, optimization, and ongoing support.

(b) Website Design and Development: Custom website design, front-end and back-end development, responsive website development, content management system implementation, eCommerce website development, web applications, website optimization, and ongoing maintenance services.

(c) CRM/ERP Systems Development: Design and development of custom CRM and ERP systems, workflow management platforms, business management software, reporting dashboards, process integrations, and scalable enterprise solutions tailored to client operations.

(d) Custom Software Development: Development of bespoke software applications, SaaS platforms, internal business systems, cloud-based solutions, customer portals, dashboards, and scalable enterprise software tailored to business requirements.

(e) UI/UX Design: User interface and user experience design services including wireframing, prototyping, interactive design, user journey mapping, usability testing, design systems, and optimization for web and mobile applications.

(f) Search Engine Optimization (SEO): On-page optimization, technical SEO, keyword research, content strategy, local SEO, performance optimization, link building, competitor analysis, and ongoing search engine optimization services.

(g) Social Media Marketing (SMM): Social media strategy development, content creation and management, audience engagement, paid social campaigns, community management, analytics reporting, and brand growth strategies across social media platforms.

(h) Pay-Per-Click Advertising (PPC): Campaign strategy, ad creation, audience targeting, bid management, landing page optimization, conversion tracking, remarketing campaigns, and performance reporting across platforms including Google Ads, Meta Ads, LinkedIn Ads, TikTok Ads, and other advertising networks.

(i) AI-Powered Solutions: Development and implementation of AI-powered systems including AI chatbots, workflow automation, predictive analytics, smart recommendation systems, AI-assisted customer support solutions, and business intelligence tools.

(j) Business Process Automations: Workflow automation, process optimization, CRM and ERP automations, lead management automation, system integrations, operational automation tools, and custom automation solutions designed to improve efficiency and productivity.

(k) Branding: Logo design, brand identity development, brand strategy, visual identity systems, social media branding, marketing collateral, brand guidelines, and corporate branding solutions.

(l) E-Commerce Solutions: Custom eCommerce website development, Shopify and WooCommerce development, marketplace solutions, payment gateway integrations, inventory management systems, product management, conversion optimization, and multi-channel commerce solutions.

(m) API Integration and Automation: Third-party API integrations, custom API development, payment gateway integrations, CRM integrations, ERP integrations, workflow connectivity, webhooks, and business system automation solutions.

(n) Video Editing: Professional video editing services including promotional videos, corporate videos, social media content editing, motion graphics, animation, color correction, sound editing, and post-production services.

(o) Hosting and Domain Services: Domain registration and management, managed hosting solutions, server setup and maintenance, SSL certificate installation, website migrations, technical support, backups, security monitoring, and hosting optimization services.

3.2 Service Specifications

All Services will be performed in accordance with: (a) the specific Statement of Work, proposal, or service agreement executed between the parties; (b) these Terms and Conditions; (c) industry-standard practices; and (d) all applicable laws and regulations. Specific deliverables, timelines, milestones, and acceptance criteria shall be defined in the applicable service agreement.

3.3 Service Limitations

Client acknowledges and agrees that:

(a) No Guaranteed Results: Codebrit Digital makes no guarantees, representations, or warranties regarding specific outcomes, results, rankings, traffic levels, conversion rates, revenue generation, or any other performance metrics unless expressly stated in a separate written guarantee signed by an authorized officer of Codebrit Digital.

(b) Third-Party Dependencies: Many Services depend on third-party platforms, algorithms, policies, and technologies (including but not limited to Google, Facebook, Amazon, web hosting providers, and software vendors) over which Codebrit Digital has no control. Changes to third-party platforms may impact service performance and deliverables.

(c) Reasonable Efforts: Codebrit Digital agrees to use commercially reasonable efforts to perform Services in a professional and workmanlike manner but does not guarantee any specific outcome or result.

(d) Market Variables: Digital marketing performance is influenced by numerous factors outside Codebrit Digital’s control, including market conditions, competition, seasonality, economic factors, and changes in consumer behavior.

3.4 Client Cooperation

Client’s cooperation is essential for successful Service delivery. Client agrees to:

(a) Provide temporary access to all necessary materials, information, accounts, systems, and personnel required for Service performance;

Respond to requests for information, feedback, and approvals within the timeframes specified in the service agreement or, if not specified, within fourteen (14) business days;

(d) Review and approve deliverables in a timely manner;

(e) Provide accurate, complete, and current information at all times;

(f) Comply with all applicable laws and regulations in connection with the Services; and

(g) Pay all fees when due. Failure to provide timely cooperation may result in project delays, additional fees, or termination of Services.

4. PAYMENT TERMS

4.1 Fees and Pricing

All fees for Services are as stated in the applicable proposal, Statement of Work, or service agreement. Codebrit Digital reserves the right to modify pricing for future services at any time without prior notice. Pricing changes do not apply retroactively to existing contracts or projects already underway.

4.2 Payment Structure

Services may be billed according to one or more of the following structures:

(a) One-Time Projects: Full payment or deposit required before work commences, with balance due upon completion or according to milestone schedule.

(b) Milestone-Based Projects: Payment due upon completion of specified milestones as defined in the service agreement.

(c) Retainer Agreements: Recurring payments billed monthly, semi-annually, or annually in advance. Retainer fees are non-refundable and non-transferable.

4.3 Payment Methods

All payments must be made through our secure payment portal at portal.codebrit.co, or through a secure payment link provided within the invoice sent to the Client’s registered email address.

Accepted payment methods include:

(a) Credit Cards and Debit Cards;

b) ACH/Bank Transfers;

(d) Any other payment method approved by Codebrit Digital in writing.

A non-refundable 3.5% payment processing fee shall apply to all transactions regardless of the payment method used, including but not limited to card payments, PayPal, ACH transfers, bank transfers, and online payment gateway transactions. Such fees may either be added separately to the invoice total or included within the final invoiced amount.

4.4 Payment Due Dates

Unless otherwise specified in a service agreement, all invoices are due immediately upon receipt. Payment must be received before work commences or continues, as applicable.

4.5 Chargebacks and Payment Disputes

Client agrees not to initiate any chargeback, payment reversal, payment dispute, or similar claim with any bank, card issuer, payment processor, or financial institution for Services that have been delivered, partially delivered, approved, performed, or made available in accordance with this Agreement. Before initiating any chargeback or payment dispute, Client agrees to contact Codebrit Digital and provide a reasonable opportunity to resolve the matter. Any chargeback or payment dispute initiated in bad faith, or in contradiction of these Terms, shall constitute a material breach of this Agreement. Client shall remain liable for all outstanding fees, chargeback fees, collection costs, administrative costs, legal fees, and other expenses incurred by Codebrit Digital in defending or recovering such amounts.

4.6 Late Payments and Collection Costs

Deliverables shall be deemed accepted if the Client fails to provide written feedback within seven (7) business days of delivery.

4.7 Late Payments

Any payment not received by the due date is subject to a late fee of one and one-half percent (3%) per month (thirty-six percent (36%) per annum) on the outstanding balance, or the maximum rate permitted by law, whichever is less. Late fees accrue from the original due date until payment is received in full. In addition to late fees, Codebrit Digital reserves the right to:

(a) Suspend all Services until payment is received;

(b) Withhold delivery of Deliverables;

(d) Take down or disable any websites, campaigns, or services under our control; and

(e) Pursue collection through legal means, in which case Client shall be responsible for all collection costs, including reasonable attorneys’ fees and court costs.

4.8 Disputed Charges

If Client disputes any charge, Client must notify Codebrit Digital in writing within thirty (30) business days of the invoice date, specifying the disputed amount and reason for dispute. Undisputed amounts must be paid when due. Failure to notify us of a dispute within thirty (30) business days constitutes acceptance of the charges.

4.9 No Setoff

Client may not withhold, offset, or deduct any amounts owed to Codebrit Digital under any circumstances, including claims of deficiency, breach, or otherwise.

4.10 Taxes

All fees are exclusive of applicable federal, state, local, and foreign taxes, levies, or duties of any nature. Client is responsible for all sales, use, excise, value-added, withholding, and similar taxes associated with the Services, excluding only taxes based on Codebrit Digital’s net income.

5. REFUND POLICY

5.1 General Refund Policy

Codebrit Digital is committed to delivering professional digital services and maintaining transparency with all Clients. Refund eligibility varies depending on the type of Service purchased, the stage of project completion, work performed, resources allocated, and the specific provisions set out in this Refund Policy.

Submission of a refund request does not guarantee approval of a refund. All refunds are considered on a case-by-case basis and remain subject to the terms, limitations, exclusions, and non-refundable service categories described in this Section 5.

All refund requests must:

Be submitted in writing to billing@codebrit.co.uk or billing@codebrit.co;
Include the Client's invoice number and a detailed explanation of the request; and
Be submitted within thirty (30) calendar days of the invoice payment date.

The thirty (30) day period represents the maximum timeframe in which an otherwise eligible refund request may be submitted. Certain Services are designated as non-refundable and are not eligible for refunds regardless of when the request is submitted. Where a Service is expressly stated to be non-refundable under this Refund Policy, no refund shall be available once the applicable non-refundable condition has been met.

Any refund request received more than thirty (30) calendar days after the invoice payment date shall be automatically deemed ineligible for review and may be rejected without further consideration.

5.2 Refund Processing

All approved refunds are subject to:

A non-refundable 7 percent (7%) administrative, banking, and processing fee; and
Deduction of any third-party costs, software licenses, hosting charges, domain fees, advertising spend, transaction fees, or completed billable work already incurred by Codebrit Digital.

Approved refunds are typically processed within fourteen (14) to twenty-one (21) business days from the date of approval and will be issued through the original payment method whenever possible.

Payment processing fees charged by payment gateways, banks, merchant providers, or financial institutions are non-refundable.

5.3 Design, Branding, UI/UX, and Creative Services Refunds

This section applies to:

Logo Design;
Branding and Identity Packages;
UI/UX Design;
Website Design;
Mobile App Design;
Graphic Design;
Video Editing; and
Other creative or visual design services.

Refund Eligibility

(a) Before Initial Concepts Delivery: If a refund is requested before any initial concepts, drafts, wireframes, mockups, or creative materials are delivered, the Client may be eligible for a refund minus the 10% administrative fee and any work already completed.
(b) After Initial Concepts Delivery but Before Approval: If initial concepts have been delivered but have not yet been approved by the Client, Codebrit Digital may, at its sole discretion, issue a partial refund based on the amount of work completed.
(c) After Approval of Initial Concepts: Once the Client approves any initial concept, design direction, wireframe, prototype, branding concept, mockup, layout, or requests revisions to the provided concepts, the project shall be considered approved and non-refundable in full.
(d) After Final File Delivery: No refunds shall be issued once final files, editable source files, exported assets, brand materials, completed designs, or production-ready deliverables have been delivered.

5.4 Website, Mobile Application, CRM/ERP, and Custom Software Development Refunds

This section applies to:

Website Design and Development;
Mobile Application Design and Development;
CRM/ERP Systems Development;
Custom Software Development;
API Integration and Automation;
AI-Powered Solutions;
Business Process Automations;
SaaS Platforms; and
Other custom development services.

Refund Eligibility

(a) Before Initial Mockup or Planning Stage: If a refund is requested before the delivery of any planning documents, wireframes, architecture plans, prototypes, mockups, or development work, the Client may be eligible for a refund minus the 10% administrative fee and any completed billable hours.
(b) After Initial Mockup or Development Commencement: Once any development work, coding, system architecture, integrations, database setup, testing environment creation, app structure, or technical implementation has commenced, only partial refunds may be considered at the sole discretion of Codebrit Digital based on work completed.
(c) After Approval or Revision Requests: No refunds shall be issued once the Client has approved any mockup, prototype, UI design, workflow, development milestone, or requested revisions or changes to the work provided.
(d) After Deployment or Delivery: No refunds shall be issued once the project has been deployed to a staging/test environment, uploaded to a server, submitted to an app store, launched publicly, transferred to the Client, or delivered in any functional form.

5.5 Marketing, SEO, SMM, and Advertising Services - Strictly Non-Refundable

All digital marketing and advertising services are strictly non-refundable once work has commenced.

This includes but is not limited to:

Search Engine Optimization (SEO);
Social Media Marketing (SMM);
Pay-Per-Click Advertising (PPC);
Google Ads Management;
Meta/Facebook Ads;
LinkedIn Ads;
Email Marketing;
Content Marketing;
Analytics and Reporting;
Campaign Strategy and Setup; and
Audience Research and Optimization Services.

Due to the time-sensitive, resource-based, and strategic nature of marketing services, no refunds shall be provided for completed work, active campaigns, ad spend, consulting hours, or ongoing management services under any circumstances.

5.6 Hosting, Domain, Third-Party, and Technical Services - Non-Refundable

The following services are strictly non-refundable and non-cancellable once purchased, renewed, activated, configured, or provisioned:

Domain registrations, transfers, and renewals;
Web hosting services;
Cloud hosting and VPS services;
SSL certificates;
Email hosting services;
Server setup and configuration;
Third-party software licenses or subscriptions;
API subscriptions and external integrations;
Technical support plans;
Security services; and
Any third-party service purchased on behalf of the Client.

Codebrit Digital retains administrative and management rights to hosting environments, domains, and digital infrastructure managed through our services until all outstanding balances are fully paid and ownership transfer requirements are completed.

5.7 Retainer and Subscription Services - Non-Refundable

All retainers, recurring subscriptions, monthly service plans, maintenance agreements, and support packages are non-refundable once the billing cycle has commenced.

Unused hours, support allocations, consultations, or service credits do not roll over unless specifically agreed in writing. Cancellation requests require a minimum of fifteen (15) days written notice and shall apply only to future billing cycles.

5.8 Refund Disqualification

A refund request may be denied immediately if:

(a) The Client approved any initial concepts, designs, wireframes, mockups, or deliverables;
(b) The Client requested revisions or modifications to any provided work;
(c) The refund request is submitted after thirty (30) calendar days from payment date;
(d) The Client becomes unresponsive for fourteen (14) business days or longer during the project;
(e) The Client fails to provide required content, credentials, approvals, or project materials within reasonable timelines;
(f) The Client breaches these Terms or any related agreement;
(g) The Client files abusive, fraudulent, or bad-faith disputes or chargebacks;
(h) The dissatisfaction is based solely on subjective preference after approval has been provided; or
(i) The project delay or issue is caused by third-party providers, platforms, app stores, hosting companies, or services outside Codebrit Digital’s direct control.

5.9 Effect of Refund

Upon issuance of any refund, whether full or partial, the Client agrees that:

(a) All licenses and rights to use any deliverables immediately terminate;
(b) All intellectual property rights remain exclusively with Codebrit Digital unless otherwise agreed in writing;
(c) The Client must immediately cease using any work product, concepts, graphics, code, media, or deliverables created during the engagement;
(d) Any delivered materials must be deleted, removed, or destroyed upon request;
(e) Codebrit Digital reserves the right to revoke access to hosting, repositories, systems, servers, software, or accounts associated with refunded work; and
(f) The refund provided constitutes the Client’s sole and exclusive remedy regarding the Services and fully resolves all claims related to the project or engagement.

5.10 Effect of Refund

Upon receiving any refund, Client acknowledges and agrees that:

(a) All rights to use any Deliverables, work product, designs, code, or materials created by Codebrit Digital immediately terminate;

(b) All Intellectual Property rights in any work product revert to or remain with Codebrit Digital;

(d) Client has no right (express or implied) to use any work product created during the engagement;

(e) This Agreement is terminated in its entirety; and

(f) The refund constitutes Client’s sole and exclusive remedy for any and all claims related to the Services.

6. PROJECT WORKFLOW AND REVISIONS

6.1 Revision Policy

All design-related services provided by Codebrit Digital include unlimited revisions during the design phase only. Unlimited revisions apply strictly to revisions within the originally approved project scope, concept direction, and agreed deliverables.

Once the Client approves the final design, mockup, wireframe, prototype, storyboard, or creative direction and the project proceeds into development, coding, production, implementation, or deployment stages, any additional design-level changes, structural modifications, or redesign requests shall be considered additional work and billed separately at Codebrit Digital’s standard hourly or project-based rates.

6.2 Scope of Revisions

(a) Included Design Revisions

Included revisions consist of reasonable modifications made during the design phase that remain within the approved concept and original scope of work, including but not limited to:

Color adjustments;
Typography and font changes;
Layout refinements;
Minor UI/UX adjustments;
Content or copy placement edits;
Image replacements; and
Similar non-structural refinements.

Codebrit Digital shall determine whether a requested modification constitutes an included revision or additional work by reference to the original scope of work, signed proposal, service agreement, project specifications, approved requirements, and documented communications between the parties, including emails and written instructions. Any request that exceeds, alters, or deviates from the originally agreed scope may be considered out of scope and billed at Codebrit Digital's then-current rates.

(b) Approval of Design Phase

Once the Client approves any design, mockup, wireframe, prototype, user interface, branding direction, storyboard, visual concept, or creative deliverable, the design phase shall be considered finalized and approved.

Upon such approval, the project may proceed into development, implementation, coding, production, or deployment phases. Any subsequent request to modify or redesign previously approved designs, layouts, structures, workflows, branding elements, or user interfaces shall no longer qualify as an included revision.

Such requests shall be treated as additional work and billed separately at Codebrit Digital’s standard hourly or project-based rates.

Once development or implementation has commenced, revision requests shall be limited to functionality adjustments, bug fixes, or minor implementation refinements directly related to the approved scope of work.

Requests involving:

Design-level changes;
Layout restructuring;
UI/UX redesigns;
New features or modules;
Workflow changes;
Additional integrations;
Structural modifications; or
Any material deviation from the approved designs or specifications

shall constitute additional scope and may result in additional charges, revised timelines, or a separate project agreement.

(d) Scope Expansion and Scope Creep

Any request that materially expands the original scope of work, introduces new functionality, requires substantial redevelopment, adds additional pages/screens/features, or significantly increases production time shall not be considered a revision.

Such requests shall constitute scope expansion (“scope creep”) and are subject to additional fees, revised delivery timelines, and separate approval.

6.3 Project Completion and Deployment

Codebrit Digital reserves the right to charge interest on overdue invoices at 8% above the Bank of England base rate in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.

6.4 Revision Turnaround Time

Codebrit Digital will use reasonable efforts to complete revisions within forty-eight (48) business hours of receiving clear, consolidated feedback from Client. Turnaround time may vary based on revision complexity, current workload, and timely receipt of Client feedback.

6.5 Animation and Video Revisions

For animation and video production services:

(a) Animation, video editing, and multimedia projects include up to three (3) revision rounds. Additional revisions may be subject to additional fees.

(b) Revisions must maintain the original storyboard, concept, and design direction approved by Client;

(d) Revision turnaround time is at Codebrit Digital’s discretion based on project complexity; and

(e) “Unlimited revisions,” if included, does not permit concept redesigns or scope expansion.

6.6 Client Feedback Requirements

To ensure efficient revision processing, Client must:

(a) Provide clear, specific, and consolidated feedback in writing;

(b) Designate a single point of contact for approvals and feedback;

(d) Specify exactly what changes are required and why;

(e) Provide feedback within fourteen (14) business days of receiving deliverables; and

(f) Limit revision requests to the agreed-upon number of rounds.

6.7 Inactive Projects

If Client fails to provide required feedback, approvals, materials, or payment within fourteen (14) business days of any request, the project may be considered inactive. Codebrit Digital reserves the right to:

(a) Suspend all work until Client responds;

(b) Close the project and retain all payments made to date;

(d) Terminate the Agreement.

6.8 Client Approval

Client’s approval of any Deliverable, whether express (written approval) or implied (failure to provide feedback within specified timeframes or proceeding with subsequent project phases), is final and binding. Once approved, Client may not subsequently reject the deliverable or request refunds based on the approved work.

7. INTELLECTUAL PROPERTY RIGHTS

7.1 Client Materials

Client retains all ownership rights in Client Materials. By providing Client Materials to Codebrit Digital, Client grants us a non-exclusive, worldwide, royalty-free license to use, reproduce, modify, adapt, publish, and display such materials solely for the purpose of performing the Services.

7.2 Client Representations

Client represents and warrants that:

(a) Client owns or has secured all necessary rights, licenses, and permissions for all Client Materials provided;

(b) Client Materials do not infringe upon any third-party Intellectual Property rights;

(d) Client Materials do not contain any defamatory, obscene, or unlawful content.

7.3 Intellectual Property Ownership

Subject to full payment of all fees and compliance with these Terms:

(a) Attribution Rights

Codebrit Digital reserves the right to include a reasonable attribution, credit, or copyright notice within any website, mobile application, software platform, digital product, or other deliverable created by Codebrit Digital. Such attribution may include, but is not limited to, “Designed by Codebrit Digital”, “Developed by Codebrit Digital”, company branding, hyperlinks, or similar acknowledgements.

The Client shall not remove, alter, obscure, disable, or replace any such attribution without the prior written consent of Codebrit Digital.

(b) Attribution Removal Requests

Clients wishing to remove Codebrit Digital's attribution or branding must submit a written request to hello@codebrit.co.uk or hello@codebrit.co. Approval of any removal request shall be at the sole discretion of Codebrit Digital and may be subject to additional fees.

Codebrit Digital offers optional white-label services whereby all Codebrit Digital branding, attribution, credits, and references may be removed from the final deliverables. White-label services are subject to an additional fee equal to twenty-five percent (25%) of the total project value, unless otherwise agreed in writing prior to project commencement.

Upon payment of the applicable white-label fee, Codebrit Digital will remove its attribution and permit the Client to present the deliverables under the Client's own branding, subject to all other terms of this Agreement.

(d) Unauthorized Removal

Any unauthorized removal, modification, concealment, or replacement of Codebrit Digital's attribution, branding, credits, or copyright notices shall constitute a material breach of this Agreement. Codebrit Digital reserves all rights and remedies available under applicable law, including the right to seek injunctive relief, damages, recovery of the applicable white-label fee, legal costs, and any other remedies permitted by law.

(e) Final Deliverables: Upon receipt of final payment in full, Client receives a non-exclusive, worldwide, royalty-free, perpetual license to use the Final Deliverables for their intended business purposes. For custom design and development work where Client has paid for exclusive rights, ownership of copyright in the Final Deliverables transfers to Client upon full payment.

(f) Pre-Existing Materials: Codebrit Digital retains all rights in any pre-existing materials, templates, code libraries, frameworks, tools, methodologies, and know-how used in creating the Deliverables (“Pre-Existing Materials”). Client receives only a license to use such Pre-Existing Materials as incorporated into the Final Deliverables.

(g) Third-Party Components: Deliverables regularly incorporate third-party software, frameworks, libraries, plugins, themes, and other components (including but not limited to WordPress, open-source software, premium plugins, and commercial themes) (“Third-Party Components”). Client’s use of Third-Party Components is governed by the applicable third-party licenses. Codebrit Digital makes no representations or warranties regarding Third-Party Components and is not liable for any issues arising from their use.

(h) Retention of Rights: Codebrit Digital retains all rights, title, and interest in: (i) Pre-Existing Materials; (ii) general methodologies, processes, and know-how developed during the project; (iii) concepts, techniques, and ideas developed independently of the specific project; and (iv) any improvements, enhancements, or derivative works of Pre-Existing Materials.

7.4 Portfolio Rights

Unless Client pays an additional confidentiality fee or executes a separate non-disclosure agreement, Codebrit Digital retains the perpetual, irrevocable right to:

(a) Display, reproduce, and publish the Deliverables in Codebrit Digital’s portfolio, website, marketing materials, case studies, and promotional materials;

(b) Use Client’s name, trademarks, and logos to identify Client as a customer;

(d) Use screenshots, mockups, or other representations of the work in presentations and proposals; and

(e) Reference the engagement in communications with prospective clients. Client may request confidentiality for specific projects by paying an additional confidentiality fee equal to 25% of the project fee and executing Codebrit Digital’s standard Non-Disclosure Agreement.

7.5 Work Made for Hire

To the extent permitted by law and except as otherwise provided in these Terms, work created by Codebrit Digital specifically for Client may be considered a “work made for hire” under UK and USA copyright law, with Client as the statutory author and copyright owner upon full payment. If any work is determined not to constitute a work made for hire, Codebrit Digital hereby assigns to Client all right, title, and interest in such work upon receipt of full payment.

7.6 Intellectual Property Indemnification by Client

Client agrees to indemnify, defend, and hold harmless Codebrit Digital from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from or related to: (a) Client Materials; (b) any breach of Client’s representations and warranties regarding Intellectual Property; or (c) any claim that Client Materials infringe or violate any third-party rights.

8. CONFIDENTIALITY

8.1 Definition of Confidential Information

“Confidential Information” means any non-public information disclosed by either party to the other, whether orally, in writing, or by inspection of tangible objects, that: (a) is marked as “Confidential,” “Proprietary,” or with a similar designation; or (b) reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure. Confidential Information includes, but is not limited to: business plans, financial information, technical data, trade secrets, know-how, customer lists, marketing strategies, product roadmaps, and unpublished creative works.

8.2 Exclusions

Confidential Information does not include information that:

(a) Is or becomes publicly available through no breach of this Agreement;

(b) Was rightfully known to the receiving party without confidentiality restrictions prior to disclosure;

(d) Is rightfully received by the receiving party from a third party without confidentiality restrictions; or

(e) Must be disclosed pursuant to applicable law or court order, provided the receiving party gives prompt notice to enable the disclosing party to seek protective measures.

8.3 Obligations

Each party agrees to:

(a) Maintain the confidentiality of the other party’s Confidential Information using the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care;

(b) Use Confidential Information solely for the purposes of performing or receiving the Services;

(c) Not disclose Confidential Information to any third party except to employees, contractors, and advisors who have a legitimate need to know and are bound by confidentiality obligations at least as restrictive as those contained herein;

(d) Not reverse engineer, disassemble, or decompile any software or technical materials disclosed as Confidential Information; and

(e) Promptly notify the other party of any unauthorized use or disclosure of Confidential Information.

8.4 Required Disclosure

If either party is required by law, regulation, or court order to disclose the other party’s Confidential Information, the receiving party shall:

(a) Promptly notify the disclosing party (unless prohibited by law);

(b) Cooperate with the disclosing party’s efforts to seek a protective order or other appropriate remedy;

(d) Use reasonable efforts to obtain assurance that confidential treatment will be accorded to the disclosed information.

8.5 Return or Destruction

Upon termination of this Agreement or upon request by the disclosing party, the receiving party shall promptly:

(a) Return or destroy all Confidential Information in its possession or control, including all copies, notes, and derivative works; and

(b) Certify in writing its compliance with this obligation. Notwithstanding the foregoing, the receiving party may retain copies of Confidential Information to the extent required by law or professional record-retention policies, provided such retained information remains subject to confidentiality obligations.

8.6 Duration

The obligations of confidentiality shall survive for a period of two (2) years from the date of disclosure or termination of this Agreement, whichever is later, except for Confidential Information that constitutes a trade secret, which shall remain confidential for as long as it qualifies as a trade secret under applicable law.

9. CLIENT REPRESENTATIONS, WARRANTIES, AND RESPONSIBILITIES

9.1 Authority and Compliance

Client represent and warrants that:

(a) Client has full power and authority to enter into this Agreement and to perform its obligations hereunder;

(b) Execution and performance of this Agreement do not violate any agreement, obligation, law, or regulation to which Client is subject;

(c) Client will comply with all applicable federal, state, local, and international laws and regulations in connection with its use of the Services and Deliverables; and

(d) If Client is entering this Agreement on behalf of a business entity, Client has authority to bind that entity.

9.2 Content Responsibility

Client is solely responsible for:

(a) The accuracy, legality, and appropriateness of all Client Materials;

(b) Ensuring Client Materials do not infringe any third-party Intellectual Property rights, rights of publicity, privacy rights, or other proprietary rights;

(c) Ensuring content complies with all applicable laws, including advertising regulations, consumer protection laws, accessibility requirements, and data protection regulations;

(d) Obtaining all necessary permissions, licenses, and consents for use of Client Materials;

(e) Ensuring content does not contain defamatory, obscene, threatening, or unlawful material;

(f) Compliance with Federal Trade Commission (FTC) guidelines on advertising disclosures, testimonials, and endorsements;

(g) Compliance with CAN-SPAM Act, TCPA, and other marketing communication regulations;

(h) Obtaining proper consent for use of personal data in accordance with GDPR, CCPA, and other privacy laws; and

(i) Ensuring content meets accessibility standards (such as WCAG 2.1) where legally required.

9.3 Third-Party Accounts and Access

Clients are responsible for:

(a) Maintaining the security and confidentiality of all login credentials, passwords, and access credentials for any third-party platforms, accounts, or services;

(b) All activities that occur under Client’s accounts, whether authorized or unauthorized;

(d) Ensuring Codebrit Digital has appropriate access levels and permissions to perform Services;

(e) Complying with all terms of service, policies, and agreements of third-party platforms;

(f) All costs, fees, and charges associated with third-party platforms and services; and

(g) Removing Codebrit Digital’s access to accounts upon termination of Services, if Client wishes to do so.

9.4 Prohibited Content and Activities

Client agree not to use our Services for any purpose that is unlawful or prohibited by these Terms. Prohibited uses include, but are not limited to:

(a) Content or activities that infringe Intellectual Property rights;

(b) Obscene, defamatory, threatening, harassing, or hateful content;

(d) Deceptive or misleading advertising or business practices;

(e) Spamming, phishing, or other fraudulent activities;

(f) Distribution of malware, viruses, or malicious code;

(g) Activities that violate export control laws or sanctions regulations;

(h) Illegal gambling, controlled substances, or other illegal products or services;

(i) Adult content or services (unless expressly agreed in writing);

(j) Pyramid schemes, multi-level marketing, or similar business models;

(k) Content that promotes violence, discrimination, or illegal activities; and

(l) Any activity that could damage Codebrit Digital’s reputation or business relationships.

9.5 Backup Responsibility

Client is solely responsible for maintaining backups of all Client Materials, website content, databases, and any other data. Codebrit Digital is not responsible for data loss under any circumstances. While we may provide backup services as part of certain hosting packages, Client should maintain independent backups of all critical data.

9.6 Testing and Acceptance

Clients are responsible for:

(a) Thoroughly testing all Deliverables before approval or launch;

(b) Ensuring Deliverables meet Client’s requirements and specifications;

(d) Making final acceptance decisions in a timely manner. Client’s approval or use of Deliverables in a production environment constitutes acceptance.

9.7 Domain and Hosting Obligations

For domain and hosting services, Client agrees to:

(a) Provide accurate domain registration information;

(b) Keep domain registration information current;

(d) Be responsible for domain renewal decisions and costs;

(e) Understand that Codebrit Digital is not responsible for domain expiration or loss if Client fails to renew;

(f) Monitor resource usage and upgrade hosting plans as needed; and

(g) Comply with hosting provider acceptable use policies.

10. DISCLAIMERS AND WARRANTIES

10.1 Services Provided “As Is”

EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, ALL SERVICES AND DELIVERABLES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CODEBRIT DIGITAL DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.

10.2 No Guaranteed Results

CODEBRIT DIGITAL MAKES NO REPRESENTATIONS, WARRANTIES, OR GUARANTEES REGARDING:

(a) Specific outcomes, results, rankings, traffic levels, conversion rates, leads generated, sales, revenue, or return on investment;

(b) Search engine rankings or positions;

(d) Website uptime or availability (except as specifically guaranteed in a Service Level Agreement);

(e) Compatibility with all browsers, devices, or platforms;

(f) Error-free or uninterrupted operation of Deliverables;

(g) Third-party platform compliance or approval; or

(h) Achievement of any specific business objective. Digital marketing performance depends on numerous factors outside Codebrit Digital’s control, including market conditions, competition, algorithm changes, seasonality, and Client’s business practices.

10.3 Third-Party Services

CODEBRIT DIGITAL MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING ANY THIRD-PARTY SERVICES, SOFTWARE, PLATFORMS, OR TOOLS, INCLUDING:

(a) Availability, reliability, or performance of third-party services;

(b) Compatibility between Deliverables and third-party platforms;

(d) Security or data protection practices of third parties;

(e) Compliance of third-party services with applicable laws; or

(f) Accuracy or completeness of data from third-party sources. Client’s use of third-party services is subject to the terms and conditions of those services, and Client is responsible for compliance with such terms.

10.4 No Warranty of Compliance

While Codebrit Digital strives to deliver Services that comply with applicable laws and regulations, CLIENT IS SOLELY RESPONSIBLE FOR ENSURING THAT DELIVERABLES AND CLIENT’S USE OF SERVICES COMPLY WITH ALL APPLICABLE LAWS, REGULATIONS, AND INDUSTRY STANDARDS, INCLUDING BUT NOT LIMITED TO:

(a) Federal Trade Commission (FTC) regulations;

(b) CAN-SPAM Act, TCPA, and telemarketing regulations;

(d) Payment Card Industry Data Security Standard (PCI DSS);

(e) Health Insurance Portability and Accountability Act (HIPAA);

(f) State and federal privacy laws;

(g) Advertising and marketing regulations; and

(h) Industry-specific regulations applicable to Client’s business. Client should consult with legal counsel to ensure compliance with all applicable requirements.

10.5 Third-Party Components

DELIVERABLES MAY INCORPORATE THIRD-PARTY SOFTWARE, PLUGINS, THEMES, FRAMEWORKS, AND OTHER COMPONENTS. CODEBRIT DIGITAL:

(a) Does not warrant that Third-Party Components are error-free, secure, or will remain available or supported;

(b) Is not responsible for defects, security vulnerabilities, or compatibility issues in Third-Party Components;

(c) Does not guarantee that Third-Party Components comply with all applicable laws or Client’s specific requirements; and

(d) Is not liable for any issues arising from use of Third-Party Components. Client’s use of Third-Party Components is at Client’s own risk and subject to applicable third-party licenses.

10.6 Security Disclaimer

While Codebrit Digital implements reasonable security measures, WE DO NOT AND CANNOT GUARANTEE THAT DELIVERABLES OR SERVICES WILL BE COMPLETELY SECURE OR FREE FROM VIRUSES, MALWARE, OR OTHER HARMFUL COMPONENTS. Client is responsible for implementing appropriate security measures, including firewalls, antivirus software, regular backups, and security monitoring.

10.7 Algorithm and Platform Changes

SEARCH ENGINES, SOCIAL MEDIA PLATFORMS, AND OTHER THIRD-PARTY SERVICES REGULARLY UPDATE THEIR ALGORITHMS, POLICIES, AND FEATURES. Such changes may impact the performance, functionality, or effectiveness of Services and Deliverables. Codebrit Digital is not responsible for any adverse effects caused by such changes and does not guarantee that Services will maintain specific performance levels following third-party updates.

10.8 Limitation on Warranties

Some jurisdictions do not allow the exclusion of certain warranties or the limitation of liability for incidental or consequential damages. In such jurisdictions, the above disclaimers and limitations may not apply to you, and Codebrit Digital’s liability shall be limited to the fullest extent permitted by applicable law.

11. LIMITATION OF LIABILITY

11.1 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CODEBRIT DIGITAL, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONTRACTORS, OR LICENSORS BE LIABLE TO CLIENT OR ANY THIRD PARTY FOR ANY:

(a) INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES;

(b) LOSS OF PROFITS, REVENUE, BUSINESS OPPORTUNITIES, DATA, GOODWILL, OR REPUTATION;

(d) BUSINESS INTERRUPTION OR DOWNTIME;

(e) LOSS OR CORRUPTION OF DATA;

(f) FAILURE TO REALIZE EXPECTED SAVINGS;

(g) LOSS OF ANTICIPATED BENEFITS; OR

(h) ANY OTHER INTANGIBLE LOSSES; ARISING OUT OF OR RELATED TO THESE TERMS, THE SERVICES, OR DELIVERABLES, REGARDLESS OF THE FORM OF ACTION (WHETHER IN CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, OR OTHERWISE), EVEN IF CODEBRIT DIGITAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2 Cap on Direct Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CODEBRIT DIGITAL’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS, THE SERVICES, OR DELIVERABLES, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY CLIENT TO CODEBRIT DIGITAL FOR THE SPECIFIC PROJECT OR SERVICE GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.

11.3 Basis of the Bargain

CLIENT ACKNOWLEDGES AND AGREES THAT THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION REFLECT A REASONABLE ALLOCATION OF RISK BETWEEN THE PARTIES AND FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. CODEBRIT DIGITAL WOULD NOT PROVIDE THE SERVICES WITHOUT THESE LIMITATIONS.

11.4 Exceptions

The limitations of liability in this Section 11 do not apply to:

(a) Client’s payment obligations;

(b) Client’s indemnification obligations under Section 12;

(d) Breaches of confidentiality obligations under Section 8; or

(e) Claims that cannot be limited by law.

11.5 Claims Must Be Brought Promptly

Any claim arising out of or related to these Terms or the Services must be brought within Six (6) months of the date the cause of action accrues. Claims not brought within this period are permanently barred.

11.6 Multiple Claims

Multiple claims arising from the same facts, circumstances, or service engagement shall be treated as a single claim for purposes of the liability cap in Section 11.2.

11.7 Essential Remedy

THE LIMITATIONS IN THIS SECTION 11 SHALL APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THESE TERMS IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

12. INDEMNIFICATION

12.1 Indemnification by Client

Client agrees to indemnify, defend, and hold harmless Codebrit Digital, its parent companies, subsidiaries, affiliates, and their respective officers, directors, employees, agents, contractors, successors, and assigns (collectively, the “Indemnified Parties”) from and against any and all claims, demands, actions, suits, proceedings, losses, damages, liabilities, settlements, penalties, fines, costs, and expenses (including reasonable attorneys’ fees and court costs) arising out of or related to:

(a) Client Materials, including any claim that Client Materials infringe or violate any third-party Intellectual Property rights, rights of publicity, privacy rights, or other proprietary rights;

(b) Client’s breach of any representation, warranty, or obligation under these Terms;

(d) Content published or distributed using Deliverables created by Codebrit Digital;

(e) Client’s violation of any applicable law, regulation, or third-party rights;

(f) Client’s business practices, products, or services;

(g) Claims by third parties arising from Client’s relationship with such third parties;

(h) Client’s failure to obtain necessary permissions, licenses, or consents;

(i) Negligent or willful acts or omissions by Client or Client’s employees, contractors, or agents; or

(j) Any modifications to Deliverables made by anyone other than Codebrit Digital.

12.2 Indemnification Procedures

The Indemnified Party shall:

(a) Promptly notify Client in writing of any claim subject to indemnification;

(b) Cooperate with Client in the defense of such claim;

(d) Not settle or compromise any claim without Client’s prior written consent. Failure to provide prompt notice shall not relieve Client of its indemnification obligations except to the extent Client is materially prejudiced by such delay.

12.3 Client Control of Defense

Client shall have the right to control the defense and settlement of any indemnified claim, provided that:

(a) Client may not settle any claim that: (i) admits liability on behalf of an Indemnified Party; (ii) imposes any obligation on an Indemnified Party; or (iii) requires an Indemnified Party to pay any amount, without the Indemnified Party’s prior written consent; and

(b) The Indemnified Party may participate in the defense at its own expense.

12.4 Survival

The indemnification obligations in this Section 12 shall survive termination or expiration of this Agreement.

13. TERMINATION

13.1 Termination for Convenience by Client

Client may terminate this Agreement or any specific project at any time upon thirty (30) days’ prior written notice to Codebrit Digital. Upon such termination:

(a) Client remains obligated to pay all fees for Services performed up to the effective termination date;

(b) Client must immediately pay all outstanding invoices;

(c) For retainer agreements, Client is responsible for payment through the end of the then-current billing period (monthly, semi-annual, or annual, as applicable), and no refund shall be provided for unused time or services;

(d) For milestone-based projects, Client must pay for all completed milestones and a pro-rata portion of any in progress milestone based on work completed;

(e) Client forfeits all refund rights; and

(f) Codebrit Digital has no obligation to deliver any unfinished work or Deliverables.

13.2 Termination for Convenience by Codebrit Digital

Codebrit Digital may terminate this Agreement or any specific project at any time upon thirty (30) days’ prior written notice to Client. Upon such termination:

(a) Codebrit Digital will refund any fees paid for Services not yet performed; and

(b) All other obligations terminate except those that expressly survive termination.

13.3 Termination for Cause by Codebrit Digital

Codebrit Digital may immediately terminate this Agreement, without prior notice and without refund, if:

(a) Client breaches any material term of this Agreement and fails to cure such breach within seven (7) days of written notice;

(b) Client fails to pay any amount when due and fails to cure such non-payment within five (5) days of written notice;

(d) Client provides false, misleading, or fraudulent information;

(e) Client becomes insolvent, files for bankruptcy, or makes an assignment for the benefit of creditors;

(f) Client engages in conduct that damages or threatens to damage Codebrit Digital’s reputation or business relationships;

(g) Client breaches confidentiality obligations;

(h) Client is unresponsive for fourteen (14) business days despite multiple contact attempts;

(i) Client harasses, threatens, or abuses Codebrit Digital’s employees, contractors, or agents; or

(j) Continuation of the relationship would violate applicable law or create legal or reputational risk for Codebrit Digital. Upon termination for cause, Client forfeits all fees paid and remains liable for all amounts due through the date of termination.

13.4 Termination for Cause by Client

Client may terminate this Agreement for cause upon written notice if Codebrit Digital materially breaches this Agreement and fails to cure such breach within thirty (30) days of written notice specifying the breach. Upon valid termination for cause, Codebrit Digital will refund any fees paid for Services not yet performed.

13.5 Effect of Termination

Upon termination of this Agreement for any reason:

(a) All licenses granted to Client immediately terminate except for licenses to Final Deliverables for which Client has paid in full;

(b) Client must immediately cease all use of any incomplete or unpaid Deliverables;

(d) Each party must return or destroy the other party’s Confidential Information as required by Section 8.5;

(e) Client must remove Codebrit Digital’s access to all accounts, platforms, and systems;

(f) Codebrit Digital may take down or disable any websites, campaigns, or services under its control; and

(g) Codebrit Digital has no obligation to preserve or provide access to Client data except as required by law or separate hosting agreements.

13.6 No Refunds on Termination

Except as expressly provided in Sections 13.2 and 13.4, no refunds shall be provided upon termination for any reason. Client remains liable for all fees incurred prior to termination.

13.7 Survival

The following provisions survive termination or expiration of this Agreement: Sections 4 (Payment Terms), 5 (Refund Policy), 7 (Intellectual Property Rights), 8 (Confidentiality), 10 (Disclaimers and Warranties), 11 (Limitation of Liability), 12 (Indemnification), 14 (Hosting and Domain Services), and 16 (General Provisions).

14. HOSTING AND DOMAIN SERVICES

14.1 Hosting Services

When Codebrit Digital provides web hosting services:

(a) Ownership: While hosting accounts are established in Client’s name, Codebrit Digital retains administrative access and control rights until all fees are paid in full and a proper transfer or release is executed.

(b) Management: Codebrit Digital manages hosting services on Client’s behalf, including server configuration, security updates, backups (if included in the package), and technical support as specified in the service agreement.

(c) Uptime: While Codebrit Digital uses commercially reasonable efforts to maintain high uptime, WE DO NOT GUARANTEE ANY SPECIFIC UPTIME PERCENTAGE unless expressly stated in a separate Service Level Agreement. Codebrit Digital is not liable for downtime caused by factors outside our reasonable control, including third-party hosting provider issues, DDoS attacks, Client’s actions, or force majeure events.

(d) Resource Limits: Hosting plans include specific resource allocations (storage, bandwidth, CPU, memory). If Client’s usage exceeds plan limits, Codebrit Digital may: (i) require Client to upgrade to a higher-tier plan; (ii) throttle or restrict access to prevent service degradation; or (iii) charge overage fees as specified in the hosting agreement.

(e) Backups: Backup services, if included, are provided as a courtesy. CLIENT IS SOLELY RESPONSIBLE FOR MAINTAINING INDEPENDENT BACKUPS OF ALL WEBSITE DATA, DATABASES, AND CONTENT. Codebrit Digital is not liable for any data loss, regardless of cause.

(f) Security: While Codebrit Digital implements reasonable security measures, CLIENT IS RESPONSIBLE FOR MAINTAINING SECURE PASSWORDS, keeping software updated, and following security best practices. Codebrit Digital is not liable for security breaches, hacking, malware, or other security incidents.

14.2 Domain Registration and Management

When Codebrit Digital provides domain registration services:

(a) Registration: Domains are registered in Client’s name using information provided by Client. Client is responsible for providing accurate registration information and keeping such information current.

(b) Administrative Control: Codebrit Digital retains administrative control and access to domains registered through our services until all fees are paid in full and proper transfer procedures are completed.

(c) Renewals: Domain renewal is Client’s responsibility. Codebrit Digital may send renewal reminders as a courtesy but is not obligated to do so. CLIENT IS SOLELY RESPONSIBLE FOR ENSURING TIMELY DOMAIN RENEWAL. Codebrit Digital is not liable for domain expiration, loss, or seizure if Client fails to renew.

(d) Registrar Policies: Domain registration is subject to the policies of the domain registrar and ICANN regulations. Client agrees to comply with all applicable domain registration policies, including dispute resolution procedures.

(e) Domain Disputes: Codebrit Digital is not responsible for domain name disputes, trademark conflicts, or claims by third parties. Client is solely responsible for ensuring it has the right to use and register the domain name.

(f) Transfer Restrictions: Domains typically cannot be transferred within 60 days of registration or transfer. Client must wait for this period to expire before requesting a transfer.

(g) Domain Transfer: Upon request and after full payment of all outstanding fees, Codebrit Digital will cooperate with the transfer of domain ownership or control to Client or Client’s designated registrar. Transfer fees, if any, are Client’s responsibility.

14.3 SSL Certificates

When Codebrit Digital provides SSL certificate installation or management:

(a) Certificates are subject to the policies and validation procedures of the certificate authority;

(b) Client is responsible for providing accurate validation information;

(d) Codebrit Digital is not liable for expired certificates or failures in the certificate validation process.

14.4 Third-Party Hosting Providers

Codebrit Digital partners with third-party hosting providers to deliver hosting services. Client acknowledges that:

(a) Hosting is subject to the terms of service and acceptable use policies of the third-party provider;

(b) Codebrit Digital is not liable for actions taken by the hosting provider, including suspension or termination of hosting services;

(d) Certain issues may need to be resolved directly with the hosting provider.

14.5 Service Suspension

Codebrit Digital reserves the right to immediately suspend or terminate hosting services, without prior notice or refund, if:

(a) Client breaches this Agreement or the hosting provider’s acceptable use policy;

(b) Client’s account is used for illegal activities, distribution of malware, phishing, spamming, or other abusive purposes;

(d) Client’s usage significantly exceeds allocated resources and negatively impacts other users;

(e) Client fails to pay hosting fees when due; or

(f) Continuation of service would violate applicable law or create legal liability for Codebrit Digital or the hosting provider.

14.6 No Refunds for Hosting and Domain Services

All fees for hosting services, domain registration, SSL certificates, and related technical services are strictly non-refundable under any circumstances. This includes situations where:

(a) Client decides to cancel services;

(b) Services are suspended or terminated for Client’s breach;

(d) Client’s domain is lost due to failure to renew; or

(e) Client is dissatisfied with service performance.

14.7 Data Retention After Termination

Upon termination of hosting services:

(a) Codebrit Digital will retain Client data for thirty (30) days to allow for retrieval;

(b) Client is responsible for downloading and backing up all data before termination;

(d) Codebrit Digital is not responsible for preserving or providing access to data after the retention period.

15. MUTUAL NON-DISPARAGEMENT

15.1 Non-Disparagement Obligation

Both Client and Codebrit Digital agree not to make any public statements, whether oral or written, including on social media, review platforms, forums, blogs, or any other public medium, that disparage, criticize, or otherwise harm the business reputation, goodwill, or public image of the other party or any of its employees, officers, directors, partners, contractors, or agents.

15.2 Scope

This non-disparagement obligation applies to statements regarding:

(a) The quality of Services or Deliverables;

(b) The character, competence, or professionalism of any individual associated with either party;

(d) The terms or outcome of the business relationship; or

(e) Any disputes or disagreements between the parties.

15.3 Permitted Statements

Nothing in this Section prohibits:

(a) Truthful statements made in response to legal process, governmental inquiry, or in legal proceedings;

(b) Truthful statements required by law or regulation;

(d) Factual, non-inflammatory responses to direct questions in private conversations; or

(e) Good-faith, constructive feedback provided privately and directly to the other party.

15.4 Remedies

Both parties acknowledge that a breach of this non-disparagement obligation would cause irreparable harm that cannot be adequately remedied by monetary damages. Accordingly, in addition to any other remedies available at law or in equity, the non-breaching party shall be entitled to:

(a) Seek immediate injunctive relief to prevent further violations;

(b) Recover liquidated damages in the amount of £5,000 for each separate violation, which the parties agree is a reasonable estimate of damages and not a penalty; and

15.5 Survival

This non-disparagement obligation survives termination of this Agreement indefinitely or for the maximum period permitted by law.

16. Contact Us

Codebrit Digital Ltd — United Kingdom

60 Tottenham Court Road, Suite 5254A, Fitzrovia, London

Telephone: +44 7441 916648

Codebrit Digital LLC — United States

4653 Camel Mountain Rd, Ste 308 PMB 1006, San Diego, California

Telephone: +1 (619) 975-0004

Email: hello@codebrit.co.uk · hello@codebrit.co

Website: https://codebrit.co