CODE & GROWTH LTD

TERMS AND CONDITIONS


These Terms and Conditions ("Agreement") govern the provision of services by Code & Growth Ltd, a company registered in England and Wales ("Company", "we", "us", or "our"), to any individual, business, or legal entity ("Client", "you", or "your") that engages our services.

Registered office: Sessions House Market Place, Lincolnshire, Boston, United Kingdom, PE21 6DY
Website: codegrowth.uk  |  Email: info@codegrowth.uk

By signing a Statement of Work, paying an invoice, or otherwise instructing us to commence services, you confirm that you have read, understood, and agree to be bound by this Agreement in full.

1.  Scope of Services
1.1  Code & Growth Ltd provides professional technology and marketing services including, but not limited to:
  • Custom software development (web applications, mobile applications, SaaS platforms)
  • Artificial intelligence (AI) integration and automation
  • Machine learning model development and deployment
  • Digital marketing strategy and execution
  • Paid advertising campaign management and automation (Google Ads, Meta Ads, and other platforms)
  • Analytics, audience research, and performance reporting
  • AI-generated content creation (text, imagery, and creative assets)
  • Ongoing software support, maintenance, and optimisation

1.2  The specific services to be delivered to the Client will be set out in a written Statement of Work ("SOW"), project proposal, or service agreement (collectively, "Project Documents") signed or approved by both parties.
1.3  Any services not expressly described in the Project Documents are outside the scope of the engagement and will be subject to a separate agreement and additional fees.

2.  Software Development Terms
2.1  All software development engagements will be governed by the Project Documents, which will specify deliverables, timelines, technology stack, and pricing.
2.2  The Client acknowledges that software development is an iterative process. Delivery timelines are estimates based on information available at the time of quoting. The Company will notify the Client promptly of any factors that may affect agreed timelines.
2.3  The Client is responsible for providing timely access to all required systems, APIs, data, credentials, and third-party accounts necessary for development.
2.4  Unless agreed otherwise in writing, the Company will develop software using technologies and frameworks selected at its professional discretion, taking into account the Client's requirements and long-term maintainability.
2.5  The Company may engage qualified subcontractors or freelance specialists to fulfil development obligations. The Company remains responsible for the quality of work delivered by any such third parties.
2.6  Source code and related materials will be transferred to the Client only upon receipt of full payment for the applicable milestone or project.

3.  AI Integration Terms
3.1  AI integrations may involve the use of third-party large language models, machine learning APIs, or automation platforms ("AI Providers") including, but not limited to, OpenAI, Google, Meta, and Anthropic. The Client acknowledges that the Company does not control the underlying models or their outputs.
3.2  AI-generated outputs — including text, images, code, predictions, and recommendations — are probabilistic in nature. The Company does not guarantee the accuracy, completeness, or fitness for purpose of any AI-generated content.
3.3  The Client is solely responsible for reviewing, validating, and approving all AI-generated outputs before operational use, publication, or reliance in any business decision.
3.4  The Client must ensure that any data provided to the Company for AI training or processing complies with applicable data protection laws, including the UK GDPR and the Data Protection Act 2018. The Client warrants that it has the legal right to share such data.
3.5  AI model performance may change over time due to updates by AI Providers. The Company is not liable for degradation in output quality caused by changes to third-party AI services.
3.6  The Client accepts that AI integration services carry inherent limitations and that results may vary. Any performance projections provided by the Company are estimates, not guarantees.

4.  Digital Marketing and Media Buying Terms
4.1  For advertising campaign management, the Company will act as the Client's agent in placing paid media across agreed platforms (including Google Ads, Meta Ads, and similar networks).
4.2  All advertising budgets are Client funds. Unless expressly agreed in the Project Documents, advertising spend is separate from the Company's management fee and will be invoiced or paid directly by the Client to the relevant ad platform.
4.3  The Company will use reasonable professional skill and care to optimise campaigns; however, it cannot guarantee specific results including click-through rates, conversion rates, return on ad spend (ROAS), or revenue outcomes. Past performance on other campaigns does not guarantee future results.
4.4  Ad platform policies, algorithms, and auction dynamics are subject to change at the discretion of the platform. The Company is not liable for performance changes resulting from third-party platform updates.
4.5  The Client is responsible for ensuring that all marketing content, offers, and landing pages comply with applicable advertising regulations, the UK Advertising Standards Authority (ASA) rules, and the policies of the relevant ad platforms.
4.6  The Company may use AI automation tools to manage, optimise, and scale advertising campaigns. The Client consents to the use of such automation as part of the agreed service.
4.7  Campaign reporting will be provided on a frequency agreed in the Project Documents. Data is sourced from ad platform dashboards and may differ from Client-side analytics tools due to attribution methodology differences.

5.  Client Responsibilities
5.1  The Client agrees to:
  • Provide complete, accurate, and timely information, materials, and feedback required for project delivery
  • Designate a named point of contact with authority to approve decisions and sign off on deliverables
  • Respond to requests for feedback, approvals, or information within the timescales agreed in the Project Documents (or, if not specified, within five (5) business days)
  • Ensure that all content, data, trademarks, and materials supplied to the Company are owned by or licenced to the Client and do not infringe third-party rights
  • Maintain the confidentiality of any access credentials provided in connection with the project
  • Promptly notify the Company of any material changes to the project brief or business objectives

5.2  Delays caused by the Client's failure to fulfil these responsibilities may result in revised timelines and additional charges, which the Company will communicate in writing.

6.  Project Milestones and Delivery
6.1  Project milestones, deadlines, and payment schedules will be defined in the Project Documents.
6.2  The Company will notify the Client when a milestone deliverable is ready for review. The Client will have five (5) business days (or as otherwise stated in the Project Documents) to review and provide written feedback or approval.
6.3  If the Client does not respond within the review period, the deliverable will be deemed accepted.
6.4  Where the Client's delays or changes to requirements cause a milestone to be missed, the Company reserves the right to adjust subsequent milestone dates and costs accordingly.

7.  Acceptance Criteria
7.1  Deliverables will be considered complete when they meet the functional and design specifications set out in the Project Documents.
7.2  The Client must carry out acceptance testing and provide written notice of any material defects within five (5) business days of delivery. A "material defect" is a failure to meet a specification that materially impairs the intended use of the deliverable.
7.3  Minor cosmetic issues or matters of personal preference do not constitute defects for the purposes of acceptance.
7.4  Upon acceptance (or deemed acceptance under clause 6.3), the deliverable enters the post-delivery support period as specified in the Project Documents.

8.  Revisions and Change Requests
8.1  The number of revision rounds included in a project will be stated in the Project Documents. Unless otherwise agreed, each project includes two (2) rounds of revisions per deliverable.
8.2  A "revision" is a minor modification to an approved brief. Changes to the scope, direction, technology, or fundamental design of a deliverable constitute a "change request" and are subject to separate pricing.
8.3  All change requests must be submitted in writing. The Company will provide a written cost and timeline estimate for approval before commencing any out-of-scope work. No additional work will begin without written Client approval.
8.4  Approved change requests will be incorporated into an updated Project Document and may affect the project timeline and total cost.

9.  Intellectual Property
9.1  Client Materials
All intellectual property rights in materials, data, trademarks, logos, and content supplied by the Client remain the exclusive property of the Client.

9.2  Deliverables
Upon receipt of full payment for a project or milestone, the Company assigns to the Client all intellectual property rights in the bespoke deliverables created specifically for that Client under the relevant Project Documents. This assignment is effective from the date of full payment.

9.3  Pre-existing IP and Tools
The Company retains all rights in its pre-existing intellectual property, proprietary tools, frameworks, libraries, methodologies, and know-how developed independently of this engagement ("Company IP"). To the extent that Company IP is incorporated into deliverables, the Company grants the Client a perpetual, non-exclusive, royalty-free licence to use such Company IP solely in connection with the deliverables.

9.4  Third-party Components
Deliverables may incorporate open-source software or third-party licenced components. The Client acknowledges that such components are governed by their respective licences, which will be disclosed by the Company upon request.

9.5  Portfolio Rights
Unless the Client expressly requests otherwise in writing, the Company reserves the right to reference the project and display non-confidential aspects of the work in its portfolio and marketing materials.

10.  Warranties and Disclaimers
10.1  The Company warrants that:
  • Services will be performed with reasonable skill and care by suitably qualified personnel
  • Deliverables will materially conform to the specifications set out in the Project Documents at the time of delivery
  • To the best of the Company's knowledge, deliverables will not infringe the intellectual property rights of any third party

10.2  Except as expressly stated in clause 10.1, all warranties, representations, and conditions, whether express or implied by statute, common law, or otherwise, are excluded to the fullest extent permitted by law.
10.3  The Company does not warrant that software will be error-free, uninterrupted, or compatible with all hardware, software, or systems not specified in the Project Documents.
10.4  The Company does not warrant any specific business outcome, revenue, or commercial result arising from the use of its deliverables or services.

11.  Payment and Invoice Terms
11.1  Fees, payment schedules, and currency will be set out in the Project Documents or proposal.
11.2  Unless otherwise agreed, projects are invoiced on a milestone basis. A deposit (typically 50% of the total project fee) is required before the Company commences work. The balance is due upon project completion or as specified in the Project Documents.
11.3  Invoices are due for payment within fourteen (14) calendar days of the invoice date, unless a different payment term is specified in the Project Documents.
11.4  If payment is not received by the due date, the Company reserves the right to:
  • Suspend work until the outstanding balance is settled
  • Charge statutory interest on overdue amounts at 8% per annum above the Bank of England base rate, in accordance with the Late Payment of Commercial Debts (Interest) Act 1998
  • Recover reasonable debt recovery costs

11.5  All fees are exclusive of VAT, which will be added where applicable at the prevailing rate.
11.6  For retainer or ongoing service agreements, fees will be invoiced monthly in advance unless otherwise agreed.

12.  Cancellation and Termination
12.1  Either party may terminate this Agreement by providing thirty (30) days' written notice to the other party.
12.2  Either party may terminate immediately upon written notice if the other party:
  • Materially breaches this Agreement and fails to remedy the breach within fourteen (14) days of written notice
  • Becomes insolvent, enters administration, or is subject to winding-up proceedings

12.3  Upon termination:
  • The Client must pay for all work completed and expenses incurred up to the date of termination
  • The Company will deliver all completed work product to the Client upon receipt of all outstanding payments
  • Each party will return or destroy the other's confidential information upon request

12.4  Clauses relating to intellectual property, payment obligations, limitation of liability, and governing law survive termination of this Agreement.

13.  Refund Policy
13.1  As the Company's services involve the application of professional skill, time, and resources, all fees paid are non-refundable except as expressly provided in this clause.
13.2  A refund or partial refund may be considered where:
  • The Company fails to deliver a material component of the agreed scope and is unable to remedy the failure within a reasonable period
  • The parties mutually agree in writing to terminate the Agreement before completion, and the Company has been paid in excess of the value of work completed at termination

13.3  Deposits are non-refundable once the Company has commenced work on the project, as they represent compensation for resource allocation and opportunity cost.
13.4  No refunds will be issued for digital marketing or advertising campaigns once ad spend has been committed to third-party platforms, as such funds are non-recoverable from the platform.
13.5  To request a refund, the Client must submit a written request to info@codegrowth.uk setting out the grounds for the request. The Company will respond within ten (10) business days.

14.  Limitation of Liability
14.1  Nothing in this Agreement limits or excludes either party's liability for:
  • Death or personal injury caused by negligence
  • Fraud or fraudulent misrepresentation
  • Any other liability that cannot be limited or excluded by law

14.2  Subject to clause 14.1, the Company's total aggregate liability to the Client arising under or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total fees paid by the Client to the Company in the three (3) months immediately preceding the event giving rise to the claim.
14.3  The Company shall not be liable for any:
  • Loss of profits, revenue, or business
  • Loss of anticipated savings
  • Loss of data or corruption of data
  • Loss of goodwill or reputational damage
  • Indirect, consequential, or special loss

14.4  The Company is not liable for any loss or damage arising from the Client's reliance on AI-generated outputs, third-party platform decisions, or factors outside the Company's reasonable control.

15.  Confidentiality
15.1  Each party agrees to keep confidential all non-public information received from the other party in connection with this Agreement ("Confidential Information") and not to disclose such information to any third party without prior written consent, except as required by law or regulation.
15.2  Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already known to the receiving party; or (c) is independently developed by the receiving party without use of the disclosing party's information.
15.3  This obligation of confidentiality survives termination of this Agreement for a period of three (3) years.

16.  Data Protection
16.1  Each party will comply with its obligations under the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018.
16.2  Where the Company processes personal data on behalf of the Client, it does so as a data processor acting on the Client's instructions. The parties will execute a Data Processing Agreement if required by applicable law.
16.3  The Company's Privacy Policy, available at codegrowth.uk/privacy, sets out how the Company processes personal data in the course of its business.

17.  Force Majeure
17.1  Neither party shall be in breach of this Agreement or liable for any delay or failure to perform its obligations if such delay or failure results from events, circumstances, or causes beyond its reasonable control, including but not limited to acts of God, pandemic, war, civil disorder, government action, or failure of third-party infrastructure.
17.2  The affected party must notify the other party promptly and take reasonable steps to mitigate the effect of the force majeure event. If the event continues for more than sixty (60) days, either party may terminate the Agreement by written notice.

18.  General
18.1  Entire Agreement
This Agreement, together with the applicable Project Documents, constitutes the entire agreement between the parties in relation to its subject matter and supersedes all prior agreements, representations, and understandings.

18.2  Amendments
No amendment to this Agreement shall be effective unless made in writing and signed by authorised representatives of both parties.

18.3  Waiver
Failure by either party to enforce any provision of this Agreement shall not constitute a waiver of that party's rights to enforce such provision in the future.

18.4  Severability
If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

18.5  Assignment
The Client may not assign or transfer any rights or obligations under this Agreement without the Company's prior written consent. The Company may assign this Agreement to any successor entity or group company.

18.6  Third Parties
This Agreement does not confer any rights on third parties under the Contracts (Rights of Third Parties) Act 1999.

19.  Governing Law and Dispute Resolution
19.1  This Agreement and any dispute or claim arising out of or in connection with it (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
19.2  The parties shall attempt in good faith to resolve any dispute through negotiation within thirty (30) days of one party notifying the other of a dispute.
19.3  If the parties are unable to resolve the dispute through negotiation, they agree to submit to the exclusive jurisdiction of the courts of England and Wales.

Contact
For questions regarding these Terms and Conditions, please contact:

Code & Growth Ltd
Sessions House Market Place, Lincolnshire, Boston, United Kingdom, PE21 6DY
Email: info@codegrowth.uk
Website: codegrowth.uk
Director: Alexandros Antoniou

© 2026 Code & Growth Ltd. All rights reserved.