Legal

Terms of Service

Effective date: March 28, 2026

1. Acceptance of Terms

By accessing or using any services provided by Codika SRL ("Codika", "we", "our", or "us"), you agree to be bound by these Terms of Service. If you do not agree, do not use our services. These terms apply to all clients, visitors, and users who access or use our services.

2. Services

Codika provides custom software development, AI integration, workflow automation, and related consulting services ("Services"). The specific scope, timeline, and deliverables for each engagement are defined in a separate Statement of Work or Project Agreement signed by both parties, which incorporates these Terms by reference.

We reserve the right to modify, suspend, or discontinue any part of our Services at any time with reasonable notice.

3. Engagements and Payment

All engagements are governed by the pricing, payment schedule, and deliverables set out in the applicable Project Agreement. Unless otherwise stated:

  • Invoices are payable within 30 days of issuance.
  • Late payments may incur interest at the statutory rate applicable under Belgian law.
  • Codika may suspend work on any project where invoices remain unpaid beyond the due date.
  • All prices are exclusive of VAT, which will be applied in accordance with applicable regulations.

4. Client Obligations

To enable Codika to deliver the Services, the client agrees to:

  • Provide timely access to required systems, data, documentation, and personnel.
  • Review and provide feedback on deliverables within agreed timeframes.
  • Ensure that any materials or data provided to Codika do not infringe third-party rights.
  • Comply with all applicable laws in connection with their use of the Services.

Delays caused by the client's failure to meet these obligations may affect delivery timelines and are not attributable to Codika.

5. Intellectual Property

Upon full payment of all fees due, and unless otherwise agreed in writing, the client receives ownership of the custom deliverables created specifically for them under a Project Agreement. Codika retains ownership of all pre-existing intellectual property, tools, frameworks, libraries, and methodologies used in delivering the Services ("Background IP"), and grants the client a non-exclusive, perpetual license to use such Background IP solely as incorporated in the deliverables.

Codika may use anonymized descriptions of completed projects for marketing and portfolio purposes, unless the client expressly requests otherwise in writing.

6. Confidentiality

Each party agrees to keep the other's confidential information strictly confidential and not to disclose it to third parties without prior written consent, except as required by law. This obligation survives termination of the engagement for a period of three (3) years.

Confidential information does not include information that: (a) is or becomes publicly known through no breach of this agreement; (b) was already known to the receiving party prior to disclosure; or (c) is independently developed by the receiving party without use of the confidential information.

7. Limitation of Liability

To the maximum extent permitted by applicable law, Codika's total liability for any claim arising out of or related to these Terms or the Services shall not exceed the total fees paid by the client in the three (3) months preceding the claim.

Codika shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, data, or business opportunities, even if advised of the possibility of such damages.

8. Warranties and Disclaimers

Codika warrants that the Services will be performed with reasonable skill and care, in accordance with the agreed specifications. Codika does not warrant that the Services will be error-free or uninterrupted.

Except as expressly stated, the Services are provided "as is" without any other warranty, express or implied, including warranties of merchantability or fitness for a particular purpose.

9. Termination

Either party may terminate an engagement by providing written notice as specified in the applicable Project Agreement. In the absence of a specific notice period, 30 days' written notice is required.

Upon termination, the client shall pay for all work completed up to the termination date. Codika shall deliver all completed and in-progress deliverables to the client upon receipt of final payment.

Codika may terminate immediately if the client materially breaches these Terms and fails to remedy the breach within 14 days of written notice.

10. Data Protection

To the extent that Codika processes personal data on behalf of the client in connection with the Services, the parties shall comply with applicable data protection laws, including the GDPR. Any data processing activities will be governed by a separate Data Processing Agreement where required by law.

For more information on how we handle personal data, please refer to our Privacy Policy.

11. Governing Law and Dispute Resolution

These Terms are governed by the laws of Belgium. Any dispute arising out of or in connection with these Terms shall be submitted to the exclusive jurisdiction of the courts of Brussels, Belgium, unless the parties agree to resolve the dispute through mediation or arbitration.

12. Changes to These Terms

We may update these Terms from time to time. When we do, we will post the updated version on this page with a new effective date. Continued use of our Services after changes are posted constitutes acceptance of the updated Terms. For active engagements, material changes will be communicated directly.

13. Contact

If you have any questions about these Terms, please contact us at:

Codika SRL
hello@codika.io
Belgium