Terms and Conditions

1. Provider and scope

These terms govern consulting, strategy, design, development, implementation, marketing, automation and operating services between Codaiq LTD (“GrowthAIQ”, “we”) and business customers or organisations acting professionally (“Customer”). Other terms apply only where accepted by us in writing.

2. Contract formation and order of precedence

Website information is non-binding. A contract arises through acceptance of an individual proposal, signature of a service document, or commencement at the Customer’s express request. In case of conflict, the order is: Statement of Work, Data Processing Agreement, proposal, these terms.

3. Scope and cooperation

Scope, deliverables, timeline, assumptions and fees are defined in the proposal. Services not expressly agreed are excluded. The Customer provides access, content, data, contacts, decisions and rights on time. Missing cooperation may reasonably affect timing and fees.

4. Agile services, changes and acceptance

For iterative delivery, the parties refine requirements within the agreed budget and priority framework. Work outside scope is offered as a change request showing price and timing impact.

Deliverables requiring acceptance are accepted when confirmed in writing, used in production, or not rejected for a material reproducible deviation within ten business days. Minor defects do not prevent acceptance and will be corrected within a reasonable period.

5. AI services

AI outputs are probabilistic and may be incomplete or incorrect. Unless expressly agreed otherwise, the Customer must review outputs before legal, financial, medical, employment or reputation-sensitive use. We owe professional implementation and care, not permanently identical or error-free model output.

The Customer must not submit unlawful content, unlawfully collected data, credentials or data without an appropriate legal basis. Third-party model availability, limits and behaviour can change.

6. Fees, expenses and taxes

Fees are net unless stated otherwise. Projects are invoiced against agreed milestones and ongoing services monthly in advance. Invoices are due within 14 days. External licences, media spend, model usage, travel and approved expenses are charged separately.

The Customer is responsible for applicable withholding taxes, reverse-charge reporting or local duties. We provide legally required information and may suspend services after reasonable notice where payment is overdue.

7. Rights in deliverables

After full payment, the Customer receives the rights identified in the proposal for bespoke deliverables. Pre-existing methods, templates, generic components, know-how, libraries and open-source elements remain with their owners; the Customer receives the rights required to use the result.

The Customer warrants that supplied content, data and brands may lawfully be used and indemnifies us against third-party claims caused by a culpable breach.

8. Confidentiality and data protection

Both parties keep non-public business, technical and personal information confidential and use it only for the contract. Legal disclosure duties remain unaffected. Where we process personal data on behalf of the Customer, the parties enter a Data Processing Agreement.

9. Third parties and open source

Services may depend on third parties whose availability and terms are outside our control. We select providers with reasonable care and disclose material dependencies. Services contracted directly by the Customer remain between the Customer and provider.

10. Warranty

We perform with the care of a competent professional provider. Material reported defects will first be remedied within a reasonable period. Warranty excludes third-party changes, unintended use, incorrect Customer data and external disruption not caused by us.

11. Liability

Nothing limits liability that cannot legally be limited, including death or personal injury caused by negligence, fraud or wilful misconduct. Otherwise, liability for direct loss from material breach is, where lawful, capped at fees paid for the affected engagement in the twelve months before the event.

We are not liable for indirect loss, lost profit, lost savings, data loss without reasonable backup or consequential loss except for wilful misconduct or where mandatory law requires.

12. Term and termination

Project contracts end on completion. Ongoing services may be terminated on the notice stated in the proposal or, if absent, on 30 days’ notice to month-end. Termination for material cause remains available. Delivered work, committed third-party cost and orderly handover are payable on termination.

13. Public references

Customers, logos, confidential metrics and case studies are mentioned publicly only with prior approval. Approval may be documented in the proposal and withdrawn for future use.

14. Force majeure

Neither party is liable for delay caused by events outside reasonable control. The affected party informs the other and minimises impact. Fees for work already delivered remain payable.

15. Governing law and jurisdiction

The laws of England and Wales apply, excluding conflict rules. Courts in London have jurisdiction for business customers unless the proposal specifies arbitration or another forum. Mandatory consumer protection remains unaffected, although the service is primarily B2B.

16. Final provisions

Changes and side agreements should be made in text form. Rights and duties may be assigned only with the other party’s consent, except for internal restructuring or succession that does not impair delivery. Invalid provisions do not affect the remaining contract.