Terms & Conditions

1Interpretation and Definitions#

Interpretation

Capitalized terms have the meanings defined below and apply whether singular or plural.

Definitions

• Company (also "We," "Us," or "Our") refers to Codrlabs Solutions Ltd.
• Client (also "You" or "Your") means the individual, business, or entity engaging our Services.
• Services refers to all professional services provided by Codrlabs, including but not limited to web development, software development, DevOps and hosting infrastructure, UI/UX design, technical consulting, and project management.
• Statement of Work (SOW) means a written document (email, proposal, or formal agreement) that defines the scope, deliverables, timeline, and pricing for a specific engagement.
• Change Order means a written amendment to an existing SOW that documents a change in scope, timeline, or cost, agreed to by both parties before work begins.
• Consulting Time means any billable time spent advising, explaining, training, demonstrating, researching on behalf of the Client, or otherwise providing professional guidance — whether or not it results in a deliverable.
• Deliverable means any output, artifact, or work product produced by Codrlabs for the Client under a SOW.
• Infrastructure means servers, hosting environments, cloud accounts, domain names, databases, and related technical resources required to deliver or operate a Deliverable.

2Acknowledgment#

By engaging our Services — including by signing a proposal, responding affirmatively in writing (including by email or messaging platform), or making a payment — you agree to be bound by these Terms. If you are engaging on behalf of a business or organization, you represent that you have authority to bind that entity.

These Terms, together with any applicable SOW, constitute the entire agreement between the parties regarding the Services and supersede any prior discussions or representations.

3Scope of Work#

Defined Scope

All Services are provided according to a mutually agreed Statement of Work. The SOW defines the specific deliverables, timelines, and pricing. Work not described in the SOW is outside scope and is not included in the agreed price.

Codrlabs will make reasonable efforts to clarify scope ambiguities before work begins. If the Client's instructions or requirements are unclear, Codrlabs may request clarification in writing before proceeding.

Change Orders

Any change to the agreed scope — including additions, modifications, reversals of prior decisions, or new requirements introduced during an active engagement — constitutes a scope change and requires a written Change Order.

• The Client must submit change requests in writing (email is acceptable).
• Codrlabs will provide a written estimate of the additional time and cost before proceeding.
• Work on the change will not begin until the Client provides written approval of the Change Order estimate.
• Verbal approvals are not binding on Codrlabs. Any verbal discussion of a change must be confirmed in writing before it creates an obligation.
• Scope changes may affect the project timeline. Codrlabs will communicate timeline impacts as part of the Change Order estimate.

Client-Caused Delays and Rework

If a change in the Client's requirements, instructions, or decisions necessitates rework of previously completed work, the additional labor required is billable at the applicable hourly or project rate, regardless of the stage at which the change is requested.

Codrlabs is not responsible for delays caused by the Client's failure to provide timely feedback, approvals, access, credentials, or required materials.

4Consulting and Advisory Services#

All time spent by Codrlabs personnel in consultation with the Client is billable, including time spent:

• Explaining technical concepts, infrastructure requirements, or platform functionality;
• Providing guidance on third-party tools, platforms, or services;
• Advising on strategy, architecture, or design decisions;
• Participating in meetings, calls, or demonstrations;
• Responding to questions or requests for information outside the scope of active project tasks.

Consulting time will be tracked and included in invoices at the applicable rate. Where possible, Codrlabs will inform the Client when a discussion is expected to result in billable consulting time.

The Client acknowledges that professional guidance has value and that requests for technical explanations, platform tutorials, or operational walkthroughs fall within billable Consulting Time.

5Client Responsibilities#

Timely Cooperation

The Client agrees to cooperate in good faith and provide, in a timely manner, all information, materials, approvals, and access reasonably required for Codrlabs to perform the Services. Delays caused by the Client's failure to cooperate may result in revised timelines and additional costs.

Access and Credentials

Where the Services require access to the Client's systems, platforms, or accounts, the Client is responsible for:

• Providing all necessary credentials, API keys, access tokens, and permissions in a timely manner;
• Ensuring that Codrlabs personnel have sufficient access rights to perform the agreed Services;
• Coordinating with any third-party IT providers or vendors to facilitate necessary access.

Codrlabs cannot be held responsible for delays or service failures resulting from insufficient or withheld access. Time spent waiting for or troubleshooting access issues caused by the Client is billable.

Designated Point of Contact

The Client should designate a primary point of contact authorized to provide instructions, approvals, and decisions on behalf of the Client. Conflicting instructions from multiple representatives may result in delays and additional Change Orders.

Accuracy of Information

The Client is responsible for the accuracy and completeness of information, content, and materials provided to Codrlabs. Errors or omissions in Client-provided materials that require correction or rework are billable.

6Hosting and Infrastructure#

Hosting as a Service

Hosting, server provisioning, environment configuration, and infrastructure management ("DevOps") are professional services provided by Codrlabs and are billed accordingly. Unless explicitly agreed otherwise in a SOW, hosting environments are provisioned and managed under Codrlabs accounts and infrastructure.

Infrastructure Ownership and Accounts

Codrlabs may provision Infrastructure using its own cloud provider accounts (such as DigitalOcean, AWS, or similar platforms). The Client acknowledges that:

• Managing cloud infrastructure requires DevOps expertise and is not a self-service function for clients without relevant technical knowledge;
• If the Client requires Infrastructure to be provisioned under a Client-owned cloud account, this must be agreed in the SOW and the Client must provide a fully configured account with appropriate permissions;
• Transfer of Infrastructure ownership, if requested, may require additional migration work and is subject to a Change Order.

Continuity

Where Codrlabs manages hosting on behalf of the Client, the Client is responsible for the continued payment of hosting fees. Codrlabs will provide reasonable notice before discontinuing hosting services.

7Purchases, Billing, and Payment#

Pricing and Estimates

Project pricing is set out in the applicable SOW or proposal. Estimates are based on the scope as defined at the time of the estimate. Changes to scope will be reflected in Change Orders with updated cost estimates.

Invoicing

Codrlabs invoices according to the payment schedule set out in the SOW. Where no schedule is specified, invoices are due upon delivery or on a milestone basis as agreed. All invoices are due within the payment period stated on the invoice.

Overdue Payments

Overdue invoices may result in suspension of Services. Codrlabs reserves the right to charge interest on overdue balances at a rate of 1.5% per month (18% per annum) or the maximum rate permitted by applicable law, whichever is lower.

Dispute of Invoices

If the Client disputes any portion of an invoice, they must notify Codrlabs in writing within 14 days of receipt, specifying the disputed amount and the reasons for the dispute. Undisputed portions of the invoice remain due by the original payment date.

No Refunds for Completed Work

Payment for completed work and time already expended is non-refundable, except where Codrlabs has materially failed to deliver agreed Deliverables as defined in the SOW.

8Intellectual Property#

Client Ownership of Deliverables

Upon receipt of full payment for the applicable SOW, Codrlabs assigns to the Client all intellectual property rights in the Deliverables created specifically for the Client under that SOW.

Codrlabs Retained Rights

Codrlabs retains ownership of all pre-existing tools, frameworks, libraries, methodologies, and general know-how developed independently of the Client engagement. Where Deliverables incorporate Codrlabs' pre-existing materials, Codrlabs grants the Client a non-exclusive, perpetual license to use those materials as incorporated in the Deliverable.

Client-Provided Materials

The Client represents that it owns or has the rights to use any materials, content, or data provided to Codrlabs. The Client indemnifies Codrlabs against any third-party claims arising from the Client's materials.

9Confidentiality#

Each party agrees to treat as confidential any non-public information received from the other party in connection with the Services ("Confidential Information"). Neither party will disclose Confidential Information to third parties without prior written consent, except as required by law.

This obligation does not apply to information that is publicly known, independently developed, or lawfully received from a third party without restriction.

Codrlabs may reference the Client's name and the general nature of the engagement in its portfolio or marketing materials unless the Client requests otherwise in writing.

10Warranties and Representations#

Codrlabs Warranties

Codrlabs warrants that:

• Services will be performed in a professional and workmanlike manner;
• Deliverables will substantially conform to the specifications in the applicable SOW at the time of delivery;
• Codrlabs has the rights and authority to provide the Services and assign the intellectual property described in Section 8.

Bug Fix Period

Codrlabs will address defects in Deliverables that are reported within 30 days of delivery, provided the defects are reproducible and fall within the agreed scope. Corrections for issues caused by Client modifications, third-party software updates, or changes in the operating environment after delivery are not covered under this warranty and are billable.

No Guarantee of Specific Outcomes

Codrlabs does not guarantee specific business outcomes, search engine rankings, user adoption rates, or performance metrics unless explicitly stated in the SOW.

11Prohibited Use#

The Client agrees not to use Codrlabs' Deliverables or Services to:

• Violate any applicable law or regulation;
• Infringe the intellectual property rights of any third party;
• Engage in fraudulent, deceptive, or harmful activities;
• Distribute malware, spam, or other malicious content.

12Limitation of Liability#

To the maximum extent permitted by applicable law, Codrlabs' total liability to the Client arising from or related to a specific engagement shall not exceed the total fees paid by the Client to Codrlabs under the applicable SOW in the six months preceding the claim.

Codrlabs is not liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, loss of data, or business interruption, even if advised of the possibility of such damages.

The Client acknowledges that technology projects inherently involve uncertainty and that not all outcomes can be guaranteed. This limitation reflects a reasonable allocation of risk between the parties.

13"AS IS" and "AS AVAILABLE" Disclaimer#

Except as expressly set out in Section 10, all Services and Deliverables are provided "AS IS" without warranty of any kind, express or implied, including warranties of merchantability, fitness for a particular purpose, or non-infringement.

Third-party platforms, plugins, and services used in the delivery of a project are subject to their own terms and Codrlabs does not warrant their availability, security, or continued functionality.

14Termination#

Termination for Convenience

Either party may terminate an engagement with 14 days' written notice. Upon termination, the Client will be invoiced for all work completed and Consulting Time incurred up to the termination date. Deposits and prepaid fees for completed work are non-refundable.

Termination for Cause

Codrlabs may terminate an engagement immediately, without prior notice, if the Client:

• Materially breaches these Terms or the applicable SOW and fails to cure the breach within 7 days of written notice;
• Engages in conduct that is abusive, harassing, or threatening toward Codrlabs personnel;
• Fails to make payment on overdue invoices after reasonable notice;
• Requests or facilitates illegal or unethical activities.

The Client may terminate for cause if Codrlabs materially fails to deliver Deliverables as specified in the SOW and fails to remedy the failure within a reasonable period after written notice.

Effect of Termination

Upon termination, all outstanding invoices become immediately due and payable. Codrlabs will provide the Client with all completed Deliverables for which full payment has been received. Partially completed Deliverables will be delivered at Codrlabs' discretion after payment is confirmed.

15Governing Law#

These Terms are governed by the laws of the Province of Alberta and the federal laws of Canada applicable therein. Any disputes will be resolved in accordance with Canadian law, and the Client consents to the exclusive jurisdiction of the courts of Alberta, Canada.

16Changes to These Terms#

We reserve the right to update these Terms at any time. We will post the updated Terms on our website with a revised date. Engagements in progress at the time of an update continue to be governed by the Terms in effect at the time the SOW was agreed, unless both parties consent to the updated Terms in writing.

17Contact Us#

For questions about these Terms or our Services:

• Email: legal@codrlabs.com
• Website: https://codrlabs.com
• Phone: +1 (587) 882-4721
• Mail: Codrlabs Solutions Ltd., 206 10520 69 Ave NW, Edmonton, AB, Canada