Terms of Service

Last updated: January 29, 2025

Welcome to CodeShip. The codeship.net website (the "Site") and any related services, apps, or tools (collectively, the "Platform") are operated by CodeShip LLC ("CodeShip," "we," "us," or "our"). Your access to and use of the Platform are conditioned upon your acceptance, without modification, of the terms, conditions, and notices contained herein (the "Terms"). By using the Platform, you agree to these Terms. Please read them carefully and keep a copy for your records.

CodeShip is a software development and design agency. We provide custom MVP development, SaaS builds, internal tools, and AI solutions for individuals and businesses (the "Services").

Electronic Communications

By visiting the Site, submitting forms, or sending emails to CodeShip, you consent to receive electronic communications from us. You agree that all agreements, notices, disclosures, and other communications we provide electronically (via email or through the Site) satisfy any legal requirement that such communications be in writing.

Eligibility; Children

We do not knowingly collect personal information from children under 13. If you are under 13, do not use the Platform. If you are under 18, you may use the Platform only with the permission and active involvement of a parent or legal guardian.

Accounts and Security

You are responsible for maintaining the confidentiality of your account credentials and for all activity under your account. Notify us immediately of any unauthorized use. We reserve the right to refuse service, terminate accounts, or remove content at our sole discretion.

Services; Statements of Work; Scope

a) Project-Based Work. Most engagements are governed by a separate order form, proposal, or statement of work ("SOW") that defines scope, timeline, and deliverables. If there's a conflict between these Terms and a mutually signed SOW, the SOW controls for that project.

b) Subscriptions (if applicable). If we offer subscription plans, terms will be specified during checkout or in a subscription addendum. Subscriptions renew automatically unless canceled as described below.

c) Change Requests. Requests outside the agreed scope may require a change order and additional fees. We won't begin out-of-scope work until both parties agree in writing.

Fees, Billing, Deposits, and Taxes

a) Deposits. Unless otherwise stated in an SOW, a 50% deposit is due to begin project work; the balance is due upon delivery of the agreed milestone or project completion. Deposits become non-refundable once we commence work.

b) Invoices and Late Payments. Invoices are due upon receipt unless otherwise stated. We may suspend work for past-due balances. Late payments may incur a reasonable late fee or interest to the maximum permitted by law.

c) Taxes. Fees are exclusive of applicable taxes. You are responsible for all sales, use, HST/GST, VAT, or similar taxes arising from the Services (excluding taxes on our income).

Cancellations and Refunds

a) Project-Based Work. You may cancel at any time by written notice. You will owe for all work performed and non-recoverable costs incurred through the effective cancellation date. If we have started work, the deposit is non-refundable.

b) Subscriptions (if applicable). You may cancel future billing at any time; your plan will remain active until the end of the paid period. Unless stated otherwise in a subscription addendum, fees already paid are non-refundable.

c) Satisfaction Guarantees. Any guarantee we explicitly publish or include in an SOW will govern; otherwise, no refunds are provided after work begins, except as required by law.

Intellectual Property; License to Deliverables

a) Ownership. Upon your full payment of all fees due, we assign to you all right, title, and interest in the final, specifically created deliverables identified in the SOW (excluding our preexisting IP, underlying tools, frameworks, and third-party components).

b) Background Technology. We retain ownership of our preexisting software, libraries, processes, and know-how, and we grant you a non-exclusive, perpetual, worldwide license to use them solely as embedded in the deliverables.

c) Third-Party Components and Open Source. Deliverables may incorporate third-party services, APIs, and open-source software subject to their respective licenses and terms (e.g., Stripe, Supabase, Vercel). You agree to comply with such third-party terms.

d) Portfolio Use. Unless your SOW or NDA states otherwise, you grant us permission to reference your name and non-confidential visuals of the finished work in our portfolio and marketing.

Acceptable Use

You agree not to: (i) use the Platform in violation of any laws or regulations; (ii) interfere with or disrupt Platform operations; (iii) attempt unauthorized access to the Platform or related systems; (iv) reverse engineer or create derivative works from the Platform except as permitted by applicable law; (v) upload or transmit malware or harmful code; or (vi) use the Platform for competitive intelligence or benchmarking without our consent.

Confidentiality

Each party may receive non-public, confidential information from the other. The receiving party will use such information only to perform obligations under the engagement and will protect it with at least reasonable care. Exclusions include information that is public through no fault of the receiving party, already known without obligation, independently developed, or rightfully received from a third party. If compelled by law to disclose, the receiving party will provide prompt notice (where lawful) to allow protective measures.

Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PLATFORM AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE PLATFORM OR DELIVERABLES WILL BE ERROR-FREE, UNINTERRUPTED, OR MEET YOUR REQUIREMENTS, OR THAT DEFECTS WILL BE CORRECTED. ESTIMATES, TIMELINES, AND PERFORMANCE METRICS ARE GOOD-FAITH PROJECTIONS, NOT GUARANTEES.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL CodeShip OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL), ARISING OUT OF OR RELATING TO THESE TERMS, THE PLATFORM, OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR TOTAL LIABILITY FOR ANY CLAIM WILL NOT EXCEED THE AMOUNT YOU PAID TO CodeShip FOR THE SERVICES GIVING RISE TO THE CLAIM IN THE 3 MONTHS PRECEDING THE EVENT.

Indemnification

You agree to indemnify, defend, and hold harmless CodeShip and its personnel from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from: (i) your use of the Platform or Services; (ii) your breach of these Terms or an SOW; (iii) your content, data, or instructions; or (iv) your violation of any third-party rights or laws. We may assume exclusive defense and control of any matter subject to indemnification, and you agree to cooperate fully.

Third-Party Sites and Services

The Platform may contain links to third-party websites or integrate with third-party services and APIs. We are not responsible for the content, policies, or practices of third parties. Your use of third-party services is governed by those third parties' terms.

Service Location; International Users

Our Services are operated from Canada. If you access the Platform from outside Canada, you are responsible for compliance with local laws. You consent to the transfer and processing of your information in Canada and other locations where our service providers operate.

Suspension and Termination

We may suspend or terminate your access to the Platform or Services at any time for any violation of these Terms or an SOW, or if required by law. Upon termination, you must cease using the Platform. Sections that by their nature should survive (e.g., payment obligations, IP, confidentiality, disclaimers, limitations of liability, indemnification, and governing law) will survive.

Governing Law; Venue

These Terms are governed by the laws of Canada and the laws of the Province of Ontario, without regard to conflict-of-law rules. You consent to the exclusive jurisdiction and venue of the courts located in Toronto, Ontario, Canada, for all disputes arising out of or relating to these Terms, the Platform, or the Services.

Changes to Terms

We may update these Terms from time to time. The "Effective" date at the top will reflect the latest version. Your continued use of the Platform after changes are posted constitutes acceptance of the updated Terms.

Miscellaneous

a) Entire Agreement. These Terms, together with any SOW or order form, constitute the entire agreement between you and CodeShip regarding the Platform and Services and supersede all prior or contemporaneous communications.

b) Severability. If any provision is held invalid or unenforceable, it will be replaced with a valid provision that most closely reflects the parties' intent; the remainder will remain in full force.

c) No Waiver. A failure to enforce any right or provision is not a waiver of such right or provision.

d) Assignment. You may not assign or transfer these Terms without our prior written consent. We may assign these Terms to an affiliate or in connection with a merger, acquisition, or sale of assets.

e) Force Majeure. We are not liable for delays or failures due to events beyond our reasonable control (including acts of God, labour disputes, internet outages, third-party service failures, or government actions).

f) Language. It is the express wish of the parties that these Terms be written in English.

Contact Us

Email us: contact@codeship.net