Terms of Service.

Welcome to The Code Studio. These Terms of Service ("Terms") govern your use of our website located at thecodestudio.co.uk (the "Website") and any services provided by The Code Studio ("we", "us", or "our").

The Code Studio is a web development and digital services company based in Glasgow, Scotland, United Kingdom.

By accessing our Website or engaging our services, you agree to be bound by these Terms. If you do not agree with any part of these Terms, you must not use our Website or services.

These Terms should be read alongside our Privacy Policy and Cookie Policy.

In these Terms, the following definitions apply:

• "Client" means the individual or business entity engaging our services
• "Deliverables" means all work product, including websites, applications, designs, code, and other materials created by us as part of a project
• "Project" means any engagement for services agreed between us and the Client
• "Services" means web development, design, maintenance, consultancy, and related digital services provided by us
• "User" means any person who accesses or uses our Website
• "Intellectual Property Rights" means patents, rights to inventions, copyright, trade marks, business names, domain names, rights in designs, database rights, and all other intellectual property rights

Our Website is provided free of charge for information purposes. We reserve the right to withdraw, discontinue, or modify any aspect of our Website at any time without notice.

Permitted Use

You may use our Website only for lawful purposes. You must not use our Website:

• In any way that breaches any applicable local, national, or international law or regulation
• In any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect
• To transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material
• To knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, or any other harmful programs
• To attempt to gain unauthorised access to our Website, the server on which our Website is stored, or any server, computer, or database connected to our Website
• To attack our Website via a denial-of-service attack or a distributed denial-of-service attack

Interactive Features

Where our Website includes interactive features (such as contact forms or project brief tools), you are responsible for ensuring any information you provide is accurate, complete, and not misleading.

We provide web development, web design, application development, SEO, and related digital services to businesses. The specific scope, deliverables, timeline, and pricing for any project will be set out in a separate proposal or statement of work ("SOW").

Quotations and Proposals

Any quotation or proposal we provide is valid for 30 days from the date of issue unless otherwise stated. Quotations are estimates and may be subject to change based on project scope changes, additional requirements, or unforeseen circumstances.

Project Acceptance

A binding contract is formed when you accept our proposal in writing (including by email) or make an initial payment. All projects are subject to these Terms unless expressly agreed otherwise in writing.

Client Responsibilities

The Client agrees to:

• Provide all necessary content, materials, access credentials, and information in a timely manner
• Respond to requests for feedback, approval, or decisions within reasonable timeframes
• Ensure all content provided is accurate, legal, and does not infringe any third-party rights
• Pay invoices in accordance with agreed payment terms
• Obtain any necessary licences or permissions for third-party materials

Pricing

All prices quoted are in British Pounds Sterling (GBP) unless otherwise stated. Prices exclude VAT unless expressly stated otherwise. VAT will be charged at the applicable rate where required by law.

Payment Schedule

Unless otherwise agreed:

• A deposit of 50% of the total project fee is required before work commences
• The remaining 50% is due upon project completion, prior to final handover
• For larger projects, milestone payments may be agreed and set out in the SOW
• Ongoing services (maintenance, hosting, retainers) are billed monthly in advance

Payment Methods

We accept payment by bank transfer (BACS) and major credit/debit cards. Payment details will be provided on our invoices.

Late Payment

Invoices are due within 14 days of the invoice date unless otherwise agreed. We reserve the right to charge interest on overdue amounts at the rate of 8% per annum above the Bank of England base rate, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.

We may suspend work on any project where payments are overdue and shall not be liable for any delays resulting from such suspension.

Website Content

Unless otherwise indicated, all content on our Website (including text, graphics, logos, images, and software) is the property of The Code Studio or our licensors and is protected by UK and international copyright, trade mark, and other intellectual property laws.

Project Deliverables

Upon full payment of all amounts due for a project, ownership of the custom Deliverables (excluding any pre-existing materials, third-party components, and our proprietary tools) will transfer to the Client.

Pre-Existing Materials

We retain ownership of all pre-existing materials, including our proprietary frameworks, code libraries, templates, and tools. Where these are incorporated into Deliverables, we grant the Client a non-exclusive, perpetual licence to use them as part of the delivered project.

Third-Party Components

Deliverables may include third-party components (such as open-source software, fonts, images, or plugins) which remain subject to their respective licences. We will inform the Client of any significant third-party components and their licence terms.

Portfolio Rights

Unless otherwise agreed, we retain the right to display and describe completed projects in our portfolio, marketing materials, and award submissions. Confidential projects can be excluded upon written request.

Client Materials

The Client retains ownership of all materials provided to us (logos, images, content, etc.). The Client warrants that they have the right to use and provide such materials and grants us a licence to use them for the purpose of delivering the project.

Each party agrees to keep confidential all information disclosed by the other party that is designated as confidential or that reasonably should be understood to be confidential ("Confidential Information").

Confidential Information does not include information that:

• Is or becomes publicly available through no fault of the receiving party
• Was already known to the receiving party without restriction
• Is independently developed by the receiving party without use of the disclosing party's Confidential Information
• Is rightfully obtained from a third party without restriction

Confidential Information may be disclosed where required by law, provided reasonable notice is given to the other party.

Our Warranties

We warrant that:

• We will perform the Services with reasonable skill and care
• The Deliverables will substantially conform to the agreed specifications at the time of delivery
• We have the right to provide the Services and grant the licences set out in these Terms

Warranty Period

We provide a 30-day warranty period from the date of final delivery during which we will fix any bugs or defects in the Deliverables at no additional cost. This warranty covers defects in our workmanship and does not cover issues arising from Client modifications, third-party software, hosting environments, or browser updates.

Client Warranties

The Client warrants that:

• All information and materials provided are accurate, complete, and do not infringe any third-party rights
• They have authority to enter into the contract and provide the materials
• They will use the Deliverables only for lawful purposes

Exclusions

Except as expressly stated in these Terms, all warranties, conditions, and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the contract.

Unlimited Liability

Nothing in these Terms shall limit or exclude our liability for:

• Death or personal injury caused by our negligence
• Fraud or fraudulent misrepresentation
• Any other liability that cannot be excluded or limited by applicable law

Limited Liability

Subject to the above, we shall not be liable for:

• Loss of profits, sales, business, or revenue
• Business interruption
• Loss of anticipated savings
• Loss of business opportunity, goodwill, or reputation
• Any indirect or consequential loss or damage

Liability Cap

Our total liability to the Client for any loss or damage arising from or in connection with a project shall not exceed the total fees paid by the Client for that project in the 12 months preceding the claim.

Website Use

Our Website is provided "as is" without any warranties, express or implied. We do not warrant that the Website will be uninterrupted, secure, or error-free.

Termination by Client

The Client may terminate a project at any time by providing written notice. Upon termination, the Client shall pay for all work completed up to the date of termination, plus any non-refundable third-party costs incurred.

Termination by Us

We may terminate or suspend a project immediately if:

• The Client fails to pay any amount due within 30 days of the due date
• The Client commits a material breach of these Terms and fails to remedy it within 14 days of written notice
• The Client becomes insolvent, enters administration, or ceases trading
• Continuing the project would require us to act unlawfully

Effect of Termination

Upon termination:

• All outstanding invoices become immediately due and payable
• We will provide the Client with all completed Deliverables for which payment has been received
• Intellectual property rights will transfer only for work that has been fully paid for
• Each party will return or destroy the other's Confidential Information

Survival

Clauses that by their nature should survive termination (including Intellectual Property, Confidentiality, Limitation of Liability, and Governing Law) shall continue in effect.

Neither party shall be liable for any failure or delay in performing their obligations where such failure or delay results from circumstances beyond the reasonable control of that party ("Force Majeure Event").

Force Majeure Events include, but are not limited to:

• Natural disasters, acts of God, flood, fire, earthquake
• War, terrorism, civil unrest
• Epidemic or pandemic
• Government actions, laws, regulations, or embargoes
• National or regional emergency
• Failure of third-party telecommunications or power supply

The affected party shall notify the other party as soon as reasonably practicable and shall use reasonable endeavours to mitigate the effect of the Force Majeure Event. If a Force Majeure Event continues for more than 60 days, either party may terminate the contract by giving written notice.

We may update these Terms from time to time. Changes to these Terms will be posted on our Website with an updated "Last updated" date.

For active projects, the Terms in effect at the time of project acceptance will apply unless both parties agree in writing to apply updated Terms.

Your continued use of our Website after any changes constitutes acceptance of the updated Terms.

Entire Agreement

These Terms, together with any applicable SOW, Privacy Policy, and Cookie Policy, constitute the entire agreement between the parties and supersede all previous agreements, understandings, and arrangements relating to its subject matter.

Severability

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

Waiver

No failure or delay by either party in exercising any right under these Terms shall operate as a waiver of that right.

Assignment

The Client may not assign or transfer any rights or obligations under these Terms without our prior written consent. We may assign our rights and obligations to any successor or affiliate.

Third-Party Rights

These Terms do not confer any rights on any person or party (other than the parties to these Terms) pursuant to the Contracts (Rights of Third Parties) Act 1999.

Notices

Notices under these Terms should be sent by email to the addresses used in project correspondence, or by recorded delivery to the registered address of the recipient.

These Terms and any dispute or claim arising out of or in connection with them (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of Scotland.

The parties irrevocably agree that the courts of Scotland shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms.

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