Last Updated: February 2025

These Terms and Conditions ("Terms") govern the services provided by CJDevelopment LLC, trading as Code+Juice ("Company"), and the Client ("Client"). By subscribing to our services, the Client agrees to these Terms.

1. Definitions

1.1 "Company" refers to CJDevelopment LLC, trading as Code+Juice.
1.2 "Client" refers to any individual or entity purchasing a subscription for design and development services.
1.3 "Services" means the design and development services offered under a subscription model, including website and app design, UI/UX, branding, and front-end and back-end development.
1.4 "Deliverables" means all work created by the Company under these Terms, including but not limited to graphic designs, website code, branding assets, and digital products.
1.5 "Client Materials" means any assets, text, images, code, or content provided by the Client to facilitate the development of the Deliverables.
1.6 "Subscription" means the ongoing monthly service plan selected by the Client, which grants access to the Company's design and development services as per the agreed scope.
1.7 "Confidential Information" means any non-public, proprietary information shared between the parties.

2. Services Provided

2.1 The Company offers a subscription-based design and development service, subject to reasonable usage policies.
2.2 The Client acknowledges that Services are provided on a best-effort basis and that the Company does not guarantee specific turnaround times unless explicitly stated.
2.3 Requests must be submitted through the Company’s designated project management system and will be completed in the order they are received, subject to scope and complexity.
2.4 The Service does not include services such as custom illustrations, copywriting, motion graphics, SEO, paid advertising, or advanced backend development unless explicitly agreed.
2.5 The Client acknowledges that excessive revisions or requests outside the standard scope of their subscription may be subject to additional charges or completion delays.
2.6 The Company reserves the right to reject any project requests that violate intellectual property laws, contain illegal content, or are otherwise deemed inappropriate.

3. Payment, Chargebacks, and Refunds

3.1 The Service is billed on a recurring monthly basis in advance, with payments processed automatically.
3.2 The Client may cancel or pause their subscription at any time before the next billing cycle; refunds are not provided for unused time within an active billing period.
3.3 Any chargeback or disputed payment will result in the immediate suspension of all services and the Client forfeiting any rights to the work provided.
3.4 The Company reserves the right to file copyright claims or take legal action against third parties using the work without proper authorisation. This includes, but is not limited to, printers, web hosting providers, and resellers.
3.5 If a chargeback occurs, the Company will seek full compensation, including recovery of legal fees and costs incurred.
3.6 Late payments may result in the suspension of Services. If payment remains overdue for more than 14 days, the Company may permanently terminate the Client’s access and ownership rights to any unfinished work.
3.7 Free Trial: If the Client opts for a free trial, all Deliverables created during the trial period remain the sole property of the Company. Ownership will only transfer to the Client upon initiation of a paid subscription. If the Client chooses not to proceed, all materials remain under the Company's copyright and will be destroyed. Any unauthorised use of trial Deliverables is strictly prohibited and may result in legal action.

4. Intellectual Property and Ownership

4.1 Ownership Transfer: Upon full payment, all final Deliverables become the property of the Client, subject to any third-party licensing restrictions.
4.2 Portfolio Rights: The Company retains the right to showcase work created under this agreement in its portfolio, social media, and marketing materials unless explicitly prohibited by a non-disclosure agreement (NDA).
4.3 Third-Party Assets: If third-party assets, such as stock images or fonts, are used in the Deliverables, the Client is responsible for ensuring they comply with the relevant licences.
4.4 Preliminary Work Ownership: Concepts, sketches, drafts, or non-final work remains the property of the Company unless agreed otherwise.
4.5 AI-Generated Content: The Client acknowledges that if AI-generated content is used, it may have copyright implications beyond the Company’s control.

5. Client Responsibilities

5.1 The Client must ensure that they have the appropriate rights to any materials provided to the Company.
5.2 The Company is not responsible for legal disputes, copyright infringement claims, or damages resulting from the Client's use of provided materials.
5.3 The Client is responsible for providing clear instructions, revisions, and approvals in a timely manner.
5.4 The Client agrees not to misuse the Company’s services, including but not limited to reselling, unauthorised redistribution, or requesting work that violates laws or ethical guidelines.

6. Liability and Limitations

6.1 The Company is not liable for indirect, incidental, or consequential damages, including business losses, loss of revenue, or third-party disputes.
6.2 The Company’s total liability shall not exceed the total amount paid by the Client in the three months prior to the claim.
6.3 The Company is not responsible for data loss, software bugs, or security breaches occurring outside of its direct control.
6.4 The Client acknowledges that digital work may require ongoing maintenance and updates, which are outside the scope of this agreement unless specifically covered by an additional service.

7. Non-Compete and Fair Use

7.1 Clients may not resell or white-label the Company's work without prior agreement.
7.2 If the Client’s request volume is deemed excessive or abusive, the Company may limit, reject, or terminate service.
7.3 The Company reserves the right to decline service to any Client whose conduct is deemed abusive, fraudulent, or unethical.

8. Confidentiality and Data Protection

8.1 The Company will treat all Client data and materials as confidential.
8.2 The Company complies with UK GDPR regulations regarding data retention and security.
8.3 The Company will not share, sell, or disclose confidential Client information unless legally required to do so.

9. Termination

9.1 Either party may terminate this agreement with notice before the next billing cycle.
9.2 The Company reserves the right to terminate services immediately for non-payment, abusive behaviour, or breaches of these Terms.
9.3 In the event of termination due to Client misconduct or chargebacks, any completed work will remain the intellectual property of the Company until full payment is made.

10. Dispute Resolution and Governing Law

10.1 Any disputes shall be governed by the laws of England and Wales.
10.2 Disputes must first go through good-faith negotiation, followed by mediation if unresolved.
10.3 If a dispute cannot be resolved amicably, it will be referred to the courts of England and Wales.

By using Code+Juice, the Client agrees to abide by these Terms.