Terms and Conditions

Welcome to Codebrand ("the Company", "we", "us", or "our"). These Terms and Conditions ("Terms") govern access to and use of our website, located at https://codebrand.es, as well as all digital services, design, development, and technology solutions we provide.

By accessing or using this website or our services, you agree to be bound by these Terms. If you do not agree, you must refrain from using the website or our services.

1. About Codebrand

Codebrand is a digital agency specialized in providing comprehensive technology and design solutions. We operate from San Pedro Sula, Honduras, and serve clients globally.

Our Services Include:

• Web Development: Custom websites, web applications, e-commerce platforms, and progressive web apps (PWAs)
• UX/UI Design: User experience research, interface design, prototyping, and usability testing
• SEO Services: Search engine optimization, technical SEO audits, content optimization, and link building
• Graphic Design: Brand identity, marketing materials, digital graphics, and print design
• Branding: Logo design, brand strategy, brand guidelines, and visual identity systems
• Video Editing: Video production, post-production, motion graphics, and video marketing
• Social Media Management: Content creation, community management, social media strategy, and advertising
• Animation: 2D/3D animation, motion design, explainer videos, and animated advertisements
• 3D Rendering: Product visualization, architectural rendering, and 3D modeling
• Photography: Commercial photography, product photography, and digital image editing
• Promotional Products: Custom merchandise design and production coordination
• Data Entry: Data processing, database management, and digital documentation

2. Eligibility and Use of the Website

By using this website, you confirm that you are at least 18 years old and legally capable of entering into binding contracts. You agree to use the website only for lawful purposes and in accordance with these Terms.

You agree NOT to:

• Violate any applicable local, national, or international laws or regulations
• Access or attempt to access our servers, systems, or infrastructure without authorization
• Interfere with the security, functionality, integrity, or content of the website
• Use the website to transmit spam, malware, viruses, or any harmful code
• Impersonate any person or entity, or falsely state or misrepresent your affiliation
• Collect or harvest personal information from other users without consent

3. Service Contracting and Project Initiation

All service contracts require a formal written agreement or digital approval through our platform. Each service agreement will clearly specify:

• Scope of services and detailed deliverables
• Project timeline with milestones and deadlines
• Total cost breakdown and payment schedule
• Revision policies and limitations
• Responsibilities of both parties
• Acceptance criteria and approval process
• Included scope (what IS part of the project)
• Excluded scope (what is NOT part of the project)

3.1 Scope Definition and Boundaries

3.2 Scope Changes (Change Requests)

Any changes to the approved scope require:

• Written request: Client must submit change requests in writing via email
• Impact assessment: We will provide an estimate of additional cost and timeline impact within 3-5 business days
• Written approval: Changes only proceed after Client provides written approval of the additional cost and timeline
• Payment: Additional scope may require upfront payment before implementation

Note: Frequent scope changes may significantly impact project timeline and budget. We recommend finalizing requirements before project commencement to avoid delays and additional costs.

3.3 Project Acceptance

By approving a proposal (via signature, email confirmation, or payment), the Client confirms:

• They have read and understood the complete proposal
• They agree to the defined scope, timeline, and cost
• They accept these Terms and Conditions
• They have authority to enter into this agreement on behalf of their organization

We reserve the right to decline any project that does not align with our capabilities, values, or business standards. All projects are subject to availability and resource allocation.

4. Payment Terms and Billing

4.1 Traditional Stage-Based Payment (Individual Deliverables)

For custom web development projects with defined deliverables, our standard payment structure is:

• 50% at project start: Required before project commencement to secure resources and initiate work. This payment is non-refundable once work begins.
• 30% at mid-project: Due upon completion of design phase or agreed milestone
• 10% upon completion: Due upon project delivery and client approval
• 10% guarantee retention: Retained for 15 days after launch to cover any critical issues. Released after the guarantee period if no issues are reported.

The initial deposit is non-refundable once work has commenced, as it covers resource allocation, planning, and initial development efforts. Final files, source code, and production deployment occur only after full payment.

4.2 Monthly Subscription Plans

We offer various monthly subscription plans for different services (development, maintenance, SEO, social media, etc.). Each plan has specific pricing and features as detailed on our website or in the approved proposal.

• Monthly fee: As specified in the selected plan or approved proposal
• Billing cycle: Monthly payments due on the 1st of each month
• First payment: Due upon contract signing to initiate the service
• Plan features: Each plan includes specific features, hours, and revision rounds as described
• Plan upgrades/downgrades: Changes take effect on the next billing cycle with written notice

Cancellation Policy for Monthly Plans:

• Development/Growth plans: Cancellation requires 2 months written notice. Both months must be fully paid.
• Maintenance/Support plans: Cancellation requires 30 days written notice
• Work completed during notice period remains property of Client upon full payment
• Monthly payments are non-refundable once the billing period has begun

4.3 One-Time Payment with Discount

Clients who pay the full project amount upfront may receive a discount based on project scope and complexity:

• Discount: Variable percentage based on project magnitude (specified in the proposal)
• Eligibility: Available for projects meeting minimum thresholds as determined by Codebrand
• Payment structure: Full discounted amount due before project commencement
• 10% guarantee retention: Retained for 15 days after launch (calculated on the original, non-discounted price)
• Non-refundable: Full upfront payments are non-refundable once work begins. The discount is provided in exchange for the client's full commitment.

4.4 Premium All-Inclusive Plan

For clients requiring priority execution and enhanced services:

• 40% at project start: Required before project commencement
• 40% at mid-project: Due upon completion of design phase
• 20% upon completion: Due upon project delivery
• 10% guarantee retention: Retained for 15 days after launch

Premium plans include extended revisions, priority support for 45 days post-launch, and additional enhancements as specified in the proposal.

4.5 Guarantee Retention (10%)

4.6 Accepted Payment Methods

We accept the following payment methods:

• Bank transfer (wire transfer)
• Credit and debit cards (Visa, Mastercard, American Express)
• PayPal and other authorized digital payment platforms
• Cryptocurrency (Bitcoin, USDT) for international clients

4.7 Late Payments and Consequences

5. Delivery Times and Project Timelines

Delivery times vary based on project scope, complexity, and client responsiveness. Estimated timelines will be provided in the project proposal and contract.

5.1 Standard Delivery Timeframes

Monthly Project-Based Packages:

• Essential Package: 2 months (8-10 weeks total)
• Growth Package: 3 months (12-14 weeks total)
• Enterprise Package: 4 months (16-18 weeks total)

Individual Services:

• Landing Pages: 5-10 business days
• Small Business Websites (5-10 pages): 2-4 weeks
• E-commerce Websites: 4-8 weeks
• Custom Web Applications: 8-16 weeks
• Logo Design: 5-7 business days
• Brand Identity Package: 2-3 weeks
• SEO Strategy and Implementation: Ongoing, with initial setup in 2-3 weeks
• Video Production: 2-4 weeks depending on complexity
• Social Media Content (monthly package): Delivered weekly throughout the month

5.2 Factors Affecting Delivery

Timelines are estimates and may be affected by:

• Client feedback and approval delays
• Changes in project scope or requirements
• Availability of third-party services or integrations
• Technical complexities discovered during development
• Content and materials provided by client

We commit to communicating any anticipated delays promptly and will work with you to adjust timelines accordingly.

6. Methodologies and Work Process

At Codebrand, we follow industry-standard methodologies tailored to each project type:

6.1 Development Methodology

We primarily use Agile methodologies with iterative sprints for web development projects:

• Discovery Phase: Requirements gathering, research, and planning
• Design Phase: Wireframing, prototyping, and visual design
• Development Phase: Iterative development with regular check-ins
• Testing Phase: Quality assurance, bug fixes, and optimization
• Launch Phase: Deployment, training, and handover
• Support Phase: Post-launch monitoring and adjustments

6.2 Design Process

• Initial consultation and brand discovery
• Concept development and initial drafts (typically 2-3 concepts)
• Client feedback and revision rounds (up to 3 rounds included)
• Finalization and delivery of all file formats

6.3 Communication and Updates

We maintain transparent communication throughout all projects:

• Weekly progress updates via email or project management platform
• Scheduled video calls for major milestones and reviews
• Access to project management tools (e.g., Trello, Asana, or Notion)
• Real-time communication via Slack or WhatsApp for urgent matters

7. Revisions and Change Requests

Each service package includes a specified number of revision rounds:

• Design projects: Up to 3 revision rounds included
• Web development: Minor adjustments during development phase included
• Content creation: Up to 2 revision rounds per deliverable

Additional revisions beyond the included rounds will be billed at our standard hourly rate. Major scope changes may require a new project proposal and additional payment.

Changes requested after final approval and delivery may incur additional charges based on the complexity of the modifications.

8. Intellectual Property and Ownership

Upon full payment, the client receives ownership of the final deliverables specifically created for their project. However:

• Before final payment: All work remains the property of Codebrand
• Source code and files: Transferred only after final payment is received
• Third-party assets: Client must obtain proper licenses for stock photos, fonts, plugins, and other third-party elements
• Pre-existing materials: Tools, templates, libraries, and methodologies developed by Codebrand remain our property
• Portfolio rights: We reserve the right to showcase completed work in our portfolio, case studies, and marketing materials unless a non-disclosure agreement specifies otherwise

Clients may not reproduce, modify, distribute, or create derivative works from deliverables before full payment is received.

9. Client Responsibilities

To ensure successful project completion, clients are responsible for:

• Providing timely feedback and approvals within agreed timeframes
• Supplying all necessary content, images, logos, and materials
• Providing access to necessary accounts, hosting, domains, and platforms
• Ensuring all provided content is legally owned or properly licensed
• Communicating through designated points of contact
• Reviewing and approving deliverables in a timely manner
• Making payments according to the agreed schedule

9.1 Client-Provided Requirements

For projects involving third-party integrations (e.g., APIs, payment gateways), clients must provide:

• Active accounts with required access levels and API credentials
• Properly configured systems with valid IDs and data
• Brand assets (logos, colors, brand guidelines) in appropriate formats
• Text content for all pages as specified in the proposal
• DNS access for domain configuration when applicable

9.2 Response Times and Delays

9.3 Timeline Extensions Due to Client Delays

Project timelines are estimates based on the assumption of timely client collaboration. Delays caused by client unresponsiveness or failure to provide necessary materials will result in:

• Automatic timeline extension equal to the delay period
• Potential additional charges if resources need to be reallocated
• No liability on Codebrand's part for extended timelines caused by client delays

Note: Codebrand is not responsible for missed deadlines or project delays resulting from client's failure to meet their responsibilities.

10. Confidentiality and Non-Disclosure

Both parties agree to maintain strict confidentiality regarding:

• Proprietary business information and trade secrets
• Technical specifications and development details
• Financial information and pricing structures
• Strategic plans and business strategies
• Unpublished work and works-in-progress

This confidentiality obligation continues indefinitely, unless information becomes publicly available through no fault of the receiving party. For projects requiring additional protection, we are happy to execute a separate Non-Disclosure Agreement (NDA).

11. Warranties, Disclaimers, and Support

11.1 Limited Warranty Period

We provide a 30-day limited warranty on web development work, covering ONLY:

• Bug fixes for functionality issues that existed at launch and were documented in the approved scope
• Browser compatibility issues for browsers specified in the proposal
• Responsive design problems on device sizes specified in the proposal

11.2 Warranty Exclusions

The warranty expressly does NOT cover:

• Issues caused by client or third-party modifications after delivery
• Problems resulting from hosting, server, or DNS changes not made by Codebrand
• New features, enhancements, or scope additions
• Issues caused by third-party plugins, APIs, services, or integrations
• Content errors or omissions provided by the client
• Security issues resulting from client's failure to maintain passwords or update software
• Issues arising from browsers or devices not specified in the original scope
• Performance issues caused by client's hosting provider
• Compatibility issues with software installed or modified after delivery

11.3 DISCLAIMER OF WARRANTIES

11.4 No Guarantee of Results

11.5 Ongoing Support

After the warranty period, we offer ongoing support and maintenance packages on a monthly subscription basis. These packages include updates, security patches, content changes, and technical support. Support is not included after the warranty period unless a separate maintenance agreement is in place.

12. Termination of Services and Refund Policy

Either party may terminate a service contract under the following conditions:

12.1 Client-Initiated Termination

• Requires written notice via email to info@codebrand.es
• Client remains responsible for payment of all work completed to date
• Initial deposits are non-refundable
• Completed work will be delivered only upon full payment of outstanding balances

12.2 Refund Policy

12.3 Termination by Plan Type

• Development/Growth subscription plans: Requires 2 months written notice. Both months must be paid in full.
• Maintenance/Support subscription plans: Requires 30 days written notice. Current billing period is non-refundable.
• Stage-Based Projects: Client pays for all completed phases plus any work in progress.
• One-Time Payment Projects: Non-refundable once work begins. Discount was provided in exchange for commitment.
• Premium Plans: Same as stage-based, with work valued at premium rates.

12.4 Company-Initiated Termination

We reserve the right to terminate services immediately if:

• Client fails to make payments according to agreed schedule (after 30 days overdue)
• Client fails to provide necessary materials or feedback within 30 days
• Client behavior is abusive, threatening, or unprofessional
• Client requests work that violates laws or ethical standards
• Client attempts to bypass agreed processes or access systems without authorization

In such cases, client will be invoiced for work completed to date. No refunds will be issued. Completed work may be delivered at Codebrand's discretion upon payment settlement.

12.5 Effects of Termination

• All work in progress will be halted immediately
• Access to project management tools and staging environments will be revoked
• Source code and files transfer only after full payment settlement
• Confidentiality and non-disclosure obligations survive termination
• Client license to use deliverables requires full payment

13. Limitation of Liability

To the fullest extent permitted by applicable law:

• We do not guarantee that services will be error-free, uninterrupted, or completely secure
• We are NOT liable for indirect, incidental, consequential, special, or punitive damages, including but not limited to: loss of profits, loss of revenue, loss of business opportunities, loss of data, or business interruption
• Maximum liability: Our total aggregate liability shall not exceed the total amount actually paid by client for the specific project giving rise to the claim
• We are not responsible for losses due to client's misuse of deliverables
• We are not liable for third-party service failures, API changes, hosting issues, or internet connectivity problems
• Client is responsible for maintaining backups of all provided materials and final deliverables
• We are not liable for any delays, failures, or damages resulting from client's failure to meet their responsibilities

13.1 Specific Exclusions

Codebrand is expressly NOT responsible for:

• Revenue, sales, or conversions generated (or not generated) by the delivered website or application
• Search engine rankings or SEO results (algorithms are controlled by third parties)
• Third-party API availability, changes, or deprecation (e.g., Guesty, payment gateways)
• Security breaches resulting from client's failure to maintain passwords, update software, or follow security best practices
• Issues arising from modifications made by client or third parties after delivery
• Business decisions made based on the delivered product

13.2 Client's Insurance

Clients are strongly encouraged to maintain appropriate insurance for their digital assets, business operations, cyber liability, and any other risks associated with operating an online business.

14. Third-Party Services and Tools

We may utilize various third-party tools, services, and platforms in delivering our services:

• Hosting providers and cloud services
• Content delivery networks (CDNs)
• Payment processors
• Analytics and tracking services
• Stock photography and asset libraries
• Software plugins and frameworks

These third-party services operate under their own terms and conditions. We are not responsible for the availability, performance, security, or policy changes of external services. Client is responsible for maintaining any required licenses or subscriptions for third-party services after project delivery.

15. Indemnification

15.1 Client Indemnification Obligations

Client agrees to indemnify, defend, and hold harmless Codebrand, its officers, directors, employees, agents, contractors, licensors, suppliers, successors, and assigns (collectively, "Codebrand Parties") from and against any and all claims, demands, actions, suits, proceedings, losses, damages, costs, expenses, and liabilities, including but not limited to reasonable attorneys' fees and court costs, arising out of or related to:

• Client's use or misuse of deliverables or services
• Client's breach of any representation, warranty, or obligation under these Terms
• Any content, materials, data, or information provided by Client, including but not limited to claims of copyright infringement, trademark infringement, defamation, invasion of privacy, or violation of any third-party rights
• Client's violation of any applicable law, statute, ordinance, regulation, or third-party rights
• Unauthorized modifications to delivered work by Client or third parties
• Client's failure to obtain necessary licenses, permits, or consents
• Claims by end users or customers of Client's products or services
• Any dispute between Client and third parties, including but not limited to vendors, customers, or competitors
• Security breaches resulting from Client's negligence or failure to follow security recommendations
• Tax obligations, fines, or penalties arising from Client's business operations

15.2 Indemnification Procedure

• Codebrand will promptly notify Client in writing of any claim for which indemnification is sought
• Client shall assume sole control of the defense and settlement of such claim
• Codebrand may participate in the defense at its own expense
• Client shall not settle any claim in a manner that adversely affects Codebrand without prior written consent
• This indemnification obligation shall survive termination of the agreement

15.3 Client-Provided Content

16. Dispute Resolution

In the event of any dispute, controversy, or claim arising from these Terms or any project:

16.1 Mandatory Resolution Process

Before initiating any legal action, both parties agree to follow this mandatory process:

1. Written Notice: The complaining party must send a detailed written notice of the dispute via email, describing the issue and proposed resolution
2. Good Faith Negotiation (15 days): Both parties agree to attempt resolution through direct negotiation within 15 business days
3. Mediation (30 days): If negotiation fails, parties agree to engage a mutually agreed mediator before any litigation
4. Arbitration: If mediation fails, disputes will be resolved through binding arbitration in San Pedro Sula, Honduras

16.2 Governing Law and Jurisdiction

• Governing Law: These Terms are governed by and construed in accordance with the laws of Honduras
• Exclusive Jurisdiction: The courts of San Pedro Sula, Cortés, Honduras shall have exclusive jurisdiction
• Language: All proceedings shall be conducted in Spanish. English translations may be provided for convenience but Spanish shall prevail
• Waiver of Jury Trial: Both parties waive any right to a jury trial in any legal proceeding

16.3 Limitation on Claims

16.4 Legal Fees

In any legal action arising from these Terms, the prevailing party shall be entitled to recover reasonable attorneys' fees, court costs, and all expenses incurred in connection with such action.

17. Force Majeure

Neither party shall be liable for failure to perform obligations due to circumstances beyond reasonable control, including but not limited to: natural disasters, war, terrorism, strikes, pandemics, government actions, power failures, or internet outages. In such cases, performance timelines will be extended for a period equal to the delay caused.

18. Changes to These Terms

We reserve the right to modify these Terms at any time. Material changes will be communicated to active clients via email. Updated Terms will be posted on this page with a new "Last Updated" date. Continued use of our services after changes constitutes acceptance of the modified Terms.

For existing projects, the Terms in effect at the time of contract signing shall govern unless both parties agree to updated terms in writing.

19. Severability

If any provision of these Terms is found to be unenforceable or invalid by a court of competent jurisdiction, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms shall otherwise remain in full force and effect. The invalidity of any provision shall not affect the validity of the remaining provisions.

20. Entire Agreement

These Terms and Conditions, together with any approved project proposal, constitute the entire agreement between Client and Codebrand regarding the subject matter hereof and supersede all prior or contemporaneous understandings, agreements, negotiations, representations, warranties, and communications, whether written or oral.

Client acknowledges that it has not relied on any statement, promise, or representation made by Codebrand that is not set forth in these Terms or the approved proposal. No trade usage, prior course of dealing, or course of performance shall be relevant to supplement or explain any term used in these Terms.

21. No Oral Modifications

These Terms may only be modified or amended by a written document signed by both parties or through an official written change order process. No oral statements, representations, or agreements shall modify or affect these Terms.

• Verbal discussions, phone calls, or meetings do not constitute binding modifications
• Email modifications are only valid if explicitly acknowledged by both parties in writing
• Any proposed changes must be documented through the formal change request process outlined in Section 3.2
• Informal communications, including text messages or chat messages, do not constitute amendments

22. Waiver

The failure of either party to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver of any provision of these Terms will be effective only if in writing and signed by the waiving party.

• A waiver on one occasion shall not be deemed a waiver on any other occasion
• Delay in exercising any right shall not constitute a waiver of such right
• Partial exercise of any right shall not preclude any other or further exercise of that right
• No waiver shall be effective unless expressly stated in writing

23. Assignment and Transfer

Client may not assign, transfer, or delegate any rights or obligations under these Terms without the prior written consent of Codebrand. Any attempted assignment without such consent shall be void and of no effect.

Codebrand may assign or transfer these Terms or any rights or obligations hereunder without Client's consent to: (a) an affiliate; (b) in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets; or (c) any qualified subcontractor for purposes of performing the services.

24. No Third-Party Beneficiaries

These Terms are for the sole benefit of the parties hereto and their respective successors and permitted assigns. Nothing in these Terms, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms.

25. Survival

The following provisions shall survive termination or expiration of these Terms and any project agreement:

• Section 8 (Intellectual Property and Ownership)
• Section 10 (Confidentiality and Non-Disclosure)
• Section 11.3 (Disclaimer of Warranties)
• Section 11.4 (No Guarantee of Results)
• Section 12 (Termination and Refund Policy - regarding payment obligations)
• Section 13 (Limitation of Liability)
• Section 15 (Indemnification)
• Section 16 (Dispute Resolution)
• Sections 19-29 (General Provisions)
• Any other provisions which by their nature should survive termination

26. Non-Solicitation of Employees

During the term of any project and for a period of twelve (12) months following completion or termination, Client agrees not to:

• Directly or indirectly solicit, recruit, hire, or attempt to hire any employee, contractor, or team member of Codebrand who was involved in Client's project
• Induce or attempt to induce any such person to leave their position with Codebrand
• Assist any third party in any of the foregoing activities

In the event of a breach of this provision, Client agrees to pay Codebrand liquidated damages equal to one hundred percent (100%) of the annual compensation of the solicited individual, which the parties agree represents a reasonable estimate of Codebrand's damages.

27. Independent Contractor

Codebrand is an independent contractor and nothing in these Terms shall be construed to create a partnership, joint venture, agency, or employment relationship between the parties. Neither party has authority to bind the other or to incur any obligation on behalf of the other.

• Codebrand shall be solely responsible for payment of all taxes, including income taxes, self-employment taxes, and any other taxes arising from compensation received
• Client shall not withhold any taxes from payments to Codebrand
• No benefits, including health insurance, retirement benefits, or workers' compensation, are provided to Codebrand by Client

28. Electronic Communications and Signatures

Client agrees that all communications from Codebrand may be provided electronically, including contracts, invoices, notices, and disclosures. Client consents to receive such communications in electronic form.

• Electronic Signatures: The parties agree that electronic signatures, including but not limited to typed names in emails, digital signatures, and click-to-accept agreements, shall have the same legal effect as handwritten signatures
• Email as Written Notice: Email correspondence to the addresses specified in the project documentation shall constitute valid written notice
• Record Retention: Client is responsible for maintaining copies of all electronic communications for their records

29. Compliance with Laws

Each party shall comply with all applicable laws, regulations, and ordinances in connection with the performance of its obligations under these Terms. Client is solely responsible for ensuring that the use of the deliverables complies with all laws applicable to Client's business, including but not limited to:

• Data protection and privacy laws (GDPR, CCPA, etc.)
• Accessibility laws and regulations (ADA, WCAG)
• Industry-specific regulations (HIPAA, PCI-DSS, etc.)
• Consumer protection laws
• Advertising and marketing regulations
• Intellectual property laws

Codebrand does not provide legal advice and makes no representation that deliverables comply with any specific legal requirements unless explicitly stated in the proposal.

30. Headings and Interpretation

The headings in these Terms are for convenience only and shall not affect their interpretation. The words "include," "includes," and "including" shall be deemed to be followed by the words "without limitation." The word "or" is not exclusive. References to "days" mean calendar days unless otherwise specified.