Our

Terms of

Service

Terms of Service

These terms govern all contracts between Codilated LLC, a Florida limited liability company (“Codilated”, “we”, “us”), and our clients (“you”). They apply unless we have agreed something different with you in writing. Any conflicting terms of your own apply only where we have explicitly accepted them.

1. Scope of work

What we will deliver is defined in the written proposal or statement of work for your project. That document takes precedence over these terms wherever the two differ. Anything not listed in it is out of scope and is quoted separately.

2. Quotes and estimates

Quotes are valid for 30 days from issue. Fixed-price quotes cover exactly the scope described. Where work is quoted on a time-and-materials basis, we provide an estimate and tell you promptly if we expect to exceed it; we will not exceed an agreed estimate without your written approval.

3. Change requests

Changes to agreed scope are normal and welcome. Where a change materially affects effort or timeline, we will give you a written impact assessment covering cost and schedule before proceeding. Work on the change begins once you approve it.

4. Your responsibilities

Timely delivery depends on your input. You agree to provide content, access, credentials, test data and decisions within the timescales set out in the project plan, and to nominate a single person empowered to give approvals. Where delays on your side push the schedule, we will reschedule in good faith against our other commitments.

5. Acceptance

You will review each deliverable and report any defects within ten working days of delivery. Deliverables are deemed accepted after that period, or earlier if you put them into production use. Minor defects that do not materially affect use do not prevent acceptance, and we will fix them in the normal course of work.

6. Fees and payment

Unless agreed otherwise, projects are invoiced 40% on commencement, 30% at an agreed midpoint milestone and 30% on delivery. Retainers are invoiced monthly in advance. Invoices are payable within 14 days. We may suspend work on overdue accounts after giving you written notice.

7. Third-party costs

Hosting, model and API usage, licences, stock assets, fonts and similar third-party costs are passed through at cost and are not included in our fees unless the proposal says so explicitly.

8. Intellectual property

On full payment, ownership of the bespoke deliverables created for you transfers to you, including source code written specifically for your project. We retain ownership of our pre-existing tools, libraries, frameworks and general know-how, and grant you a perpetual, non-exclusive licence to use those components as embedded in your deliverables. Open-source components remain under their own licences.

9. Portfolio rights

We may describe the work in our portfolio and marketing, including screenshots and a summary of results, unless you tell us in writing that you would prefer us not to. We will never disclose confidential information, figures you have marked as sensitive, or anything covered by a signed NDA.

10. Confidentiality

Each party will keep the other's confidential information in confidence and use it only for the purposes of the engagement. This obligation survives termination of the contract.

11. Warranty

We warrant that deliverables will materially conform to the agreed specification for 60 days after acceptance, and we will correct any defect reported in that period at no charge. This warranty does not cover issues caused by changes made by you or a third party, by third-party services outside our control, or by use outside the agreed specification.

12. AI-specific terms

Where we build systems using machine learning or large language models, you acknowledge that such systems are probabilistic and can produce incorrect output. We will agree evaluation criteria, guardrails and human review thresholds with you in writing, and we will meet those criteria. We do not warrant that any AI system will be free of error, and you remain responsible for decisions taken on the basis of its output.

13. Limitation of liability

Our total liability arising out of or in connection with an engagement is limited to the fees paid by you for that engagement. Neither party is liable for indirect or consequential loss, loss of profit, revenue or data. Nothing in these terms limits liability for death or personal injury caused by negligence, for fraud, or for anything else that cannot lawfully be limited.

14. Termination

Either party may terminate a project on 30 days' written notice. On termination you pay for all work completed and any non-cancellable commitments made on your behalf. We will hand over work in progress, source code and documentation in a usable state.

15. Governing law

These terms are governed by the laws of the State of California, and the courts of that state have exclusive jurisdiction, save that either party may seek injunctive relief in any competent court.

16. Changes to these terms

We may update these terms from time to time. The version in force when your contract was signed governs that contract.

Codilated LLC, St. Petersburg, Florida, USA
Email: info@codilated.com
Phone: +1 (805) 251-9188