Terms & Conditions
Last Updated: 12th June 2026
1. About us
1.1 Codebii Limited ("we", "us", "our") is a company incorporated in Guernsey with registration number 77918 and registered office at Ultramar, GY1 2TX. We provide web and software development services. Contact: collab@codebii.dev.
2. Scope of these terms
2.1 These Terms apply to all enquiries, proposals, and engagements; to use of our website at www.codebii.dev; and to any services we provide, unless a signed Service Agreement says otherwise (in which case the Service Agreement takes priority in the event of conflict).
2.2 By engaging us, requesting a proposal, or continuing to use our website, you agree to these Terms.
2.3 In these Terms, references to a "proposal" include any quote, estimate, statement of work, or similar pre-contractual document we provide describing services and/or pricing.
3. Our services and engagement types
3.1 We provide services on either a project basis (defined-scope work with milestones and an end point, under a Project-Based Service Agreement) or an ongoing basis (recurring work on a monthly retainer, under an Ongoing Services Agreement). The proposal and Service Agreement for each engagement specify which applies.
3.2 We work both on newly created software and on clients' existing software. Where we work on your existing software, that software remains yours at all times.
3.3 Ongoing work operates on a monthly retainer: the monthly fee covers an agreed number of hours of work each month, and any work beyond that is agreed with you in advance and billed separately. An introductory rate may apply for an initial period where stated in your proposal and Service Agreement, after which the standard rate set out there applies automatically. The specifics are set out in your Service Agreement.
3.4 We keep you informed throughout. For ongoing work, we provide a monthly summary of the work completed, and for all engagements we aim to provide updates at an interval that suits you.
4. Proposals
4.1 Any proposal or quote is valid for 30 days unless stated otherwise.
4.2 A proposal becomes binding only when both parties sign a Service Agreement.
4.3 All prices are exclusive of any applicable taxes, which will be added where chargeable.
5. Payment
5.1 For project work, we require a non-refundable deposit before starting and bill the remainder against milestones. For ongoing work, the monthly fee is payable in advance.
5.2 Invoices are payable within 14 days unless otherwise agreed.
5.3 We may suspend services where any invoice is significantly overdue.
5.4 All deliverables, and the intellectual property rights in the work we produce, remain owned by us until we have received payment in full for the relevant work (see clause 10).
6. Third-party costs
6.1 Third-party costs (software licences, paid APIs, hosting, subscriptions, stock or media assets) are billed to you at cost, in addition to our fees.
6.2 We will seek your approval before incurring any significant or recurring third-party cost, and wherever practicable will arrange for such services to be purchased in your own name.
7. Client responsibilities
7.1 You agree to provide content, access, approvals, and inputs we reasonably request within agreed timeframes; provide feedback promptly, including within any review period; ensure materials you supply are owned by or licensed to you and do not infringe third-party rights; and keep credentials and licences current. We are not responsible for delays caused by late or incomplete inputs.
8. Acceptance
8.1 When we deliver work, you have 10 working days to review it and tell us of anything that does not meet the agreed requirements. If you do not raise issues within that period, the work is treated as accepted.
9. Changes to scope
9.1 Changes to scope must be agreed in writing and may affect price and timeline. We will not make material scope changes on the basis of verbal requests.
10. Intellectual property
10.1 On full payment, ownership of bespoke deliverables and of any modifications we make transfers to you, except for: (a) our pre-existing materials, tools, frameworks, or libraries, which remain ours and are licensed to you on a perpetual, royalty-free basis as part of the deliverables; and (b) open-source or third-party components, which remain subject to their own licences.
10.2 Your existing software and materials remain yours at all times.
10.3 Until full payment is received, we retain all intellectual property rights in the work we produce.
11. Use of AI tools
11.1 We may use AI tools (such as coding assistants) to support delivery and administration. We commit that: (a) no client information, source code, business data, personal data, or other sensitive material is submitted to any AI tool; (b) all AI-assisted output is reviewed and tested by us before delivery; and (c) we remain fully responsible for every deliverable.
12. Subcontracting
12.1 We may subcontract or delegate work to third parties such as freelancers, but we remain fully responsible for that work and ensure subcontractors are bound by equivalent confidentiality and data protection obligations.
13. Confidentiality
13.1 We treat your business information as confidential and will not disclose it to third parties without your consent, except where required by law. We expect you to treat information we share with you as confidential.
13.2 Where you provide us with credentials (such as logins, API keys, or access tokens), we store them in an encrypted, zero-knowledge password manager. We never store credentials in plaintext or in unsecured documents, and access is limited to those who need it to perform the services.
13.3 Contracts, proposals, and project documents that we hold are stored in encrypted cloud storage (Microsoft OneDrive for Business), with access limited to those who need it to perform the services and protected by multi-factor authentication. We do not store your customers' or users' personal data, your databases, or backups of your systems in our own storage; such data remains within your own systems at all times, and we access it there only as needed to perform the services.
14. Data protection and privacy
14.1 We are registered with the ODPA under registration number DPA11576 and handle personal data in line with the Data Protection (Bailiwick of Guernsey) Law, 2017, and applicable UK/EU equivalents.
14.2 Where we process personal data on your behalf, we enter into a separate Data Processing Agreement with you, which governs that processing.
14.3 See our Privacy Policy at www.codebii.dev/privacy-policy for full details on how we handle personal data.
15. Warranties and disclaimers
15.1 We will perform our services with reasonable skill and care.
15.2 We will correct any defects in our deliverables or modifications notified within 30 days of delivery at no extra cost. Issues identified later are billable at our standard hourly rate or under a retainer.
15.3 We are not responsible for defects, bugs, or vulnerabilities that already existed in your existing software before we began work, except where directly caused or materially worsened by our own work.
15.4 We do not warrant that deliverables will be entirely free of bugs, errors, or vulnerabilities, nor that third-party services will operate without interruption.
15.5 All warranties implied by statute or common law are excluded to the fullest extent permitted.
16. Liability
16.1 Nothing in these Terms excludes or limits any liability that cannot be excluded or limited by law, including liability for death or personal injury caused by negligence, or for fraud or fraudulent misrepresentation.
16.2 Subject to clause 16.1, our total aggregate liability for any engagement is limited to the total fees paid for that engagement (or, for ongoing work, the fees paid in the 12 months before the relevant event).
16.3 We are not liable for any indirect, consequential, or special losses.
16.4 Any claim must be brought within 12 months of the date the relevant services were performed.
16.5 We maintain professional indemnity insurance appropriate to the services we provide.
17. Termination
17.1 Project engagements may be terminated as set out in the Project-Based Service Agreement, with a cancellation fee payable for work not yet done.
17.2 Ongoing engagements may be terminated by either party on 30 days' written notice, with fees payable to the end of the notice period.
17.3 On termination, you remain liable for fees due for work completed, plus any cancellation fee in the Service Agreement.
18. Care plans
18.1 Care plans are recurring monthly support services covering items set out in the relevant care plan terms and renew monthly until cancelled by either party with 30 days' written notice.
19. Portfolio and case studies
19.1 With your permission (not to be unreasonably withheld), we may refer to you as a client and feature deliverables in our portfolio, website, and case studies.
20. Force majeure
20.1 We are not liable for failure or delay caused by circumstances beyond our reasonable control.
21. Changes to these Terms
21.1 We may update these Terms from time to time. The version in effect at the date a Service Agreement is entered into governs that engagement.
21.2 Updated Terms apply to any new Service Agreement entered into after the update. Each version of these Terms will display its "Last updated" date, and prior versions are available on request.
22. General
22.1 These Terms (together with any signed Service Agreement) constitute the entire agreement between us.
22.2 If any provision is unenforceable, the remainder remains in effect.
22.3 No third party may enforce these Terms.
23. Governing law
23.1 These Terms are governed by the laws of the Bailiwick of Guernsey, and the Royal Court of Guernsey has exclusive jurisdiction over any dispute.
24. Contact
24.1 Questions about these Terms and Conditions can be sent to collab@codebii.dev.