Agreement to Terms

By accessing or using CodeFrog's website and services, you agree to be bound by these Terms of Service and all applicable laws and regulations. If you do not agree with any of these terms, you are prohibited from using or accessing our services.

Services

CodeFrog provides web development, software development, performance optimization, and related technical services ("Services"). The specific scope, deliverables, timeline, and pricing for each project will be outlined in a separate Statement of Work or Service Agreement.

Client Responsibilities

As a client, you agree to:

  • Provide accurate and complete information necessary for project completion
  • Respond to requests for feedback and approvals in a timely manner
  • Provide access to necessary systems, accounts, and resources
  • Make payments according to the agreed schedule
  • Respect intellectual property rights
  • Use our services in compliance with all applicable laws

Payment Terms

Unless otherwise specified in your Service Agreement:

  • Invoices are due within 14 days of issuance
  • Late payments may incur interest charges at the rate of 1.5% per month
  • Work may be suspended if payment is more than 30 days overdue
  • All prices are in Canadian dollars (CAD) unless otherwise stated
  • Applicable taxes (GST/HST/PST) will be added to invoices

Intellectual Property

Client-Owned Content

You retain all rights to content, materials, and information you provide to us ("Client Content"). By providing Client Content, you grant us a license to use it solely for the purpose of delivering our services.

Work Product

Upon full payment, you will own the custom code and deliverables created specifically for your project. We retain rights to our pre-existing tools, frameworks, methodologies, and general knowledge.

Third-Party Components

Projects may include third-party software, libraries, or frameworks subject to their own licenses. You are responsible for complying with these licenses.

Warranties and Disclaimers

We warrant that services will be performed in a professional and workmanlike manner. However, we make no warranties regarding specific results, performance metrics, or business outcomes. Our services are provided "as is" without warranty of any kind, express or implied.

Limitation of Liability

To the maximum extent permitted by Canadian law, CodeFrog's total liability for any claims arising from our services shall not exceed the amount paid by you for the specific services giving rise to the claim. We are not liable for indirect, incidental, special, or consequential damages.

Confidentiality

We will maintain the confidentiality of your proprietary information and will not disclose it to third parties without your consent, except as required by law or necessary to provide our services.

Project Changes and Scope

Changes to project scope, timeline, or deliverables must be documented in writing. Additional work beyond the original scope may result in additional fees and timeline adjustments.

Termination

Either party may terminate services with written notice:

  • Immediate termination for material breach
  • 30 days notice for convenience
  • Upon termination, you must pay for all work completed to date
  • We will provide work-in-progress files upon full payment

Support and Maintenance

Post-launch support and maintenance are available through separate support agreements. Unless otherwise specified, we provide a 30-day warranty period for bug fixes related to original deliverables.

Governing Law

These Terms shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law principles.

Dispute Resolution

Any disputes arising from these Terms or our services shall first be attempted to be resolved through good faith negotiation. If negotiation fails, disputes may be resolved through mediation or arbitration before resorting to litigation.

Force Majeure

We are not liable for delays or failures in performance resulting from circumstances beyond our reasonable control, including but not limited to acts of God, natural disasters, pandemics, government actions, or internet service disruptions.

Modifications to Terms

We reserve the right to modify these Terms at any time. Changes will be effective upon posting to our website. Continued use of our services after changes constitutes acceptance of the modified Terms.

Contact Information

For questions about these Terms, please contact us:

Note: These terms are provided for general guidance. Specific projects may be subject to additional terms outlined in separate Service Agreements or Statements of Work.