Terms and Conditions

Last updated: January 15, 2025

These Terms and Conditions ("Terms") govern your use of the CodeLab website and our software development services. By accessing our website or engaging our services, you agree to be bound by these Terms. Please read them carefully.

1. Definitions

In these Terms:

• "CodeLab," "we," "our," "us" refers to CodeLab, a software development company registered in Czech Republic (Reg. No: 47382916)
• "Client," "you," "your" refers to any individual or entity using our website or engaging our services
• "Services" refers to software development, consulting, and related services we provide
• "Deliverables" refers to any code, documentation, designs, or other work products created by us
• "Agreement" refers to any contract, statement of work, or proposal accepted by both parties

2. Website Use

2.1 Acceptable Use

You agree to use our website only for lawful purposes and in a manner that does not infringe upon the rights of others or restrict their use of the website. You may not:

• Use the website in any way that violates applicable laws or regulations
• Attempt to gain unauthorized access to any part of the website or its systems
• Transmit any malicious code, viruses, or harmful software
• Engage in any activity that could damage, disable, or impair the website
• Collect or harvest user information without consent

2.2 Intellectual Property

All content on this website, including text, graphics, logos, images, and software, is the property of CodeLab or its content suppliers and is protected by intellectual property laws. You may not reproduce, distribute, or create derivative works without our written permission.

3. Services

3.1 Service Engagement

Our services are provided under individual Agreements that specify scope, deliverables, timelines, and pricing. These Terms apply to all service engagements unless explicitly modified in writing in a specific Agreement.

3.2 Project Execution

• We will perform services with reasonable care and skill consistent with industry standards
• We will assign appropriately qualified personnel to your project
• We will provide regular progress updates as specified in your Agreement
• We will deliver work according to the agreed-upon schedule, subject to timely receipt of necessary information and approvals from you

3.3 Client Responsibilities

To enable us to deliver services effectively, you agree to:

• Provide accurate and complete information about your requirements
• Make timely decisions and provide feedback within agreed timeframes
• Provide access to necessary systems, data, and personnel
• Designate a point of contact with authority to make project decisions
• Review and accept deliverables within the specified acceptance period

4. Intellectual Property Rights

4.1 Client-Owned Materials

You retain all rights to materials you provide to us, including your existing software, content, and data. You grant us a limited license to use these materials solely for performing the services.

4.2 Deliverables

Upon full payment, you receive ownership of custom code and deliverables created specifically for your project, unless otherwise specified in the Agreement. This transfer excludes:

• Pre-existing code, frameworks, and tools owned by CodeLab
• Open-source components (subject to their respective licenses)
• Third-party libraries and assets
• General methodologies, techniques, and know-how

4.3 CodeLab Tools and Components

We retain ownership of our proprietary tools, libraries, and reusable components. Where these are incorporated into deliverables, you receive a perpetual, royalty-free license to use them within the delivered solution.

5. Confidentiality

5.1 Confidential Information

Both parties agree to keep confidential any proprietary or sensitive information disclosed during the engagement. This includes business strategies, technical specifications, customer data, and pricing information.

5.2 Obligations

The receiving party will:

• Use confidential information only for purposes related to the services
• Protect confidential information with reasonable security measures
• Restrict access to personnel with a need to know
• Not disclose confidential information to third parties without consent

5.3 Exceptions

Confidentiality obligations do not apply to information that is publicly available, independently developed, rightfully received from third parties, or required to be disclosed by law.

6. Payment Terms

6.1 Fees and Invoicing

• Fees for services will be specified in the applicable Agreement
• Invoices are due within 14 days of issuance unless otherwise agreed
• All fees are exclusive of applicable taxes, which will be added where required
• Late payments may incur interest at 1.5% per month or the maximum legal rate

6.2 Expenses

Reasonable expenses incurred in performing services (travel, software licenses, hosting) will be reimbursed if approved in advance in writing.

7. Warranties and Disclaimers

7.1 Service Warranty

We warrant that:

• Services will be performed in a professional and workmanlike manner
• Deliverables will substantially conform to agreed specifications for 90 days after acceptance
• We have the right to provide the services and grant the licenses described

7.2 Disclaimer

EXCEPT AS EXPRESSLY STATED, ALL SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND. WE DISCLAIM ALL IMPLIED WARRANTIES INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

7.3 Website Disclaimer

The information on this website is provided for general informational purposes. We make no representations about the accuracy or completeness of content and disclaim liability for errors or omissions.

8. Limitation of Liability

8.1 Liability Cap

OUR TOTAL LIABILITY UNDER ANY AGREEMENT SHALL NOT EXCEED THE FEES PAID BY YOU UNDER THAT AGREEMENT IN THE 12 MONTHS PRECEDING THE CLAIM.

8.2 Exclusion of Damages

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, OR BUSINESS OPPORTUNITIES, REGARDLESS OF THE CAUSE OF ACTION.

8.3 Exceptions

These limitations do not apply to breaches of confidentiality, infringement of intellectual property rights, or willful misconduct.

9. Indemnification

You agree to indemnify and hold harmless CodeLab from claims arising from:

• Your breach of these Terms or any Agreement
• Your use of deliverables in violation of the Agreement
• Claims that materials you provided infringe third-party rights
• Your failure to comply with applicable laws

10. Termination

10.1 Termination for Convenience

Either party may terminate an Agreement with 30 days written notice. Upon termination, you will pay for all services rendered and work completed through the termination date.

10.2 Termination for Cause

Either party may terminate immediately if the other party:

• Materially breaches the Agreement and fails to cure within 14 days of notice
• Becomes insolvent or files for bankruptcy
• Engages in illegal or unethical conduct affecting the engagement

11. Governing Law and Disputes

These Terms are governed by the laws of the Czech Republic. Any disputes shall be resolved through good-faith negotiation. If negotiation fails, disputes shall be submitted to binding arbitration in Prague, Czech Republic, under the rules of the Arbitration Court attached to the Czech Chamber of Commerce.

12. General Provisions

12.1 Entire Agreement

These Terms, together with any applicable Agreement, constitute the entire understanding between the parties and supersede all prior agreements.

12.2 Severability

If any provision is found unenforceable, the remaining provisions shall continue in effect.

12.3 Waiver

Failure to enforce any right or provision shall not constitute a waiver of that right.

12.4 Assignment

You may not assign your rights under these Terms without our written consent.

12.5 Amendments

We may update these Terms at any time. Continued use of our website or services after changes constitutes acceptance of the updated Terms.

13. Contact Information

For questions about these Terms:

CodeLab
Václavské náměstí 47
110 00 Prague
Czech Republic
Email: [email protected]
Phone: +420 224 817 263