CodexDebug Terms & Conditions

Please read these Terms and Conditions carefully before engaging CodexDebug for any service. By submitting an inquiry, signing a proposal, making a payment, or using our website, you unconditionally agree to all terms stated herein.

DISCLAIMER: If you continue to disregard any warnings, requirements, or processes outlined in these Terms or communicated during a project engagement — CodexDebug bears NO liability whatsoever for any resulting consequences, losses, delays, damages, or disputes.

1. Introduction & Acceptance of Terms

These Terms and Conditions ("Terms") form a legally binding agreement between you ("User", "Client", or "you") and CodexDebug ("Company", "we", "us", or "our"), a full-service digital and software agency headquartered in Islamabad, Pakistan, with a regional office in Dubai, UAE.

These Terms govern all aspects of your relationship with CodexDebug, including but not limited to: browsing our website, requesting a quote, engaging our services, making payments, and receiving deliverables. By proceeding with any of the above, you confirm that you have read, understood, and agreed to these Terms in full.

If you are engaging CodexDebug on behalf of a business or organization, you represent that you have the legal authority to bind that entity to these Terms.

These Terms are subject to change at any time. The latest version is always available at codexdebug.com/terms. Continued engagement after an update constitutes acceptance of the revised Terms.

2. Company Information

• Company Name: CodexDebug
• Type: Full-Service Digital, Software & Marketing Agency
• Primary Office: 3rd Floor, World Trade Center, Giga Mall, DHA Phase II, Islamabad 44000, Pakistan
• Regional Office: Westburry Office Tower, Business Bay, Dubai, UAE
• Email: hello@codexdebug.com
• Phone (Pakistan): +92 327 1337388
• Phone (UAE): +971 54 502 0912

3. Services Offered

CodexDebug provides the following professional services. The exact scope for any engagement is defined in the signed project proposal or service agreement.

3.1 Web Development

Custom websites, web applications, e-commerce stores, SaaS platforms, and CMS-based platforms (WordPress, Shopify, WooCommerce). Built using modern technologies including React, Next.js, Node.js, Laravel, PHP, Python, and TypeScript. All websites are built to be fast, SEO-ready, secure, and fully responsive across all devices.

3.2 Mobile Application Development

Cross-platform mobile applications using Flutter and React Native, and native apps using Swift (iOS) and Kotlin (Android). Services include full design, development, testing, App Store and Google Play Store submission, and post-launch maintenance and support.

3.3 UI/UX Design

User interface design, user experience research, wireframing, interactive prototyping, and complete design systems created in Figma and Adobe XD. All designs are tested for usability and conversion optimization before any development work begins.

3.4 SEO & Digital Marketing

Full-funnel digital marketing including on-page and off-page SEO, technical SEO audits, Google Ads management (Search, Display, Shopping), content marketing strategy, keyword research, link building, and detailed monthly performance reporting.

3.5 Social Media Management

Content creation, graphic design, copywriting, scheduling, community management, and paid social media advertising campaigns across Facebook, Instagram, LinkedIn, TikTok, and YouTube. Monthly analytics reports and strategy reviews are included.

3.6 Branding & Identity Design

Brand strategy, logo design, color palette development, typography systems, brand guidelines documentation, stationery design, and complete visual identity kits for startups and established businesses alike.

3.7 AI & Business Automation

Custom AI integrations, business workflow automation, data scraping solutions, lead generation systems, AI-powered chatbots, reporting automation, and operational efficiency solutions built using Python, OpenAI APIs, n8n, and cloud platforms such as AWS, Firebase, and Google Cloud.

4. Engagement Process & Client Obligations

4.1 Project Onboarding

All projects begin with a formal onboarding process. Before any work commences, the client must:

• Submit a detailed and accurate project brief or requirements document.
• Review, agree to, and sign the project proposal outlining scope, timeline, deliverables, and cost.
• Pay the agreed deposit (typically 50% of total project cost) as a prerequisite to project kickoff.
• Provide all necessary credentials, brand assets, existing content, platform access, and information required for the project.
• Designate a single authorized point of contact for all project communications.

4.2 Ongoing Client Responsibilities

Throughout the project lifecycle, the client agrees to:

• Respond to all communications, queries, and review requests within 3 business days unless a different timeline is explicitly agreed.
• Provide clear, consolidated, and timely feedback on all submitted deliverables and milestones.
• Supply only legally owned, properly licensed, and accurate content, images, and data to CodexDebug.
• Avoid submitting conflicting instructions from multiple stakeholders. All feedback must flow through the single designated point of contact.
• Follow the structured revision and approval process as defined in the project proposal.
• Notify CodexDebug promptly of any changes in project requirements, business direction, budget, or authorized decision-maker.

4.3 Consequences of Client Non-Compliance

DISCLAIMER: If the client fails to fulfill any onboarding or ongoing obligation, repeatedly ignores warnings, misses approval deadlines, provides false or incomplete information, or fails to follow the agreed engagement process — CodexDebug will NOT be held responsible for any resulting delays, project failures, cost overruns, or unsatisfactory outcomes. Timelines will be revised accordingly and no refunds will be issued for delays caused by client-side inaction.

5. Payment Terms

5.1 Payment Schedule

All projects operate on a milestone-based payment structure as documented in the signed project proposal. The standard payment structure is:

• Deposit — 50% of total project cost: Due before project kickoff. Strictly non-refundable once work has commenced.
• Mid-Project Payment — 25% of total: Due upon completion of the first major deliverable milestone.
• Final Payment — 25% of total: Due upon project completion before final handover of files, live access, and credentials.

Custom payment structures may be negotiated for large-scale, long-term, or enterprise projects and must be documented in writing in the proposal.

5.2 Accepted Payment Methods

• Bank Transfer (Local PKR & International SWIFT/IBAN)
• PayPal
• Wise (TransferWise)
• Payoneer
• Cash — Islamabad local clients only, with official receipt issued

5.3 Currency & Applicable Charges

Invoices are issued in Pakistani Rupees (PKR) for domestic clients and US Dollars (USD) for international and UAE-based clients, unless otherwise agreed in writing. Clients are solely responsible for all bank transfer fees, currency conversion charges, intermediary bank charges, and any taxes applicable on their end.

5.4 Late Payment Policy

Invoices unpaid beyond 7 calendar days of the due date will incur a late payment fee of 2% per week on the outstanding balance. CodexDebug reserves the right to immediately pause or suspend all active project work — without liability to the client — until all outstanding payments are received in full.

Projects where payment remains outstanding for more than 30 calendar days may be archived at CodexDebug's discretion. Work completed to date may be forfeited without refund. CodexDebug reserves the right to pursue legal recovery of unpaid invoices, including filing claims in applicable courts and recovering all associated legal costs from the defaulting client.

DISCLAIMER: CodexDebug will NOT release any final files, source code, design assets, live website access, app store credentials, domain transfers, or any other deliverable until all outstanding invoices have been paid in full. This policy is absolute and applies without exception, regardless of the stated reason for non-payment.

6. Revisions, Change Requests & Scope Management

6.1 Included Revisions

Each project proposal specifies the number of revision rounds included within the agreed project cost. Revisions within the defined project scope will be addressed at no additional charge during the active project period. Unused revision rounds do not carry forward to new projects or future engagements.

6.2 Out-of-Scope Change Requests

Any request that falls outside the originally agreed and documented scope of work — including but not limited to new features, additional screens or pages, platform changes, complete design concept changes, new integrations, or expanded functionality — will be formally assessed and quoted as a separate work item. A revised or supplemental proposal will be issued and must be approved and paid before additional work begins.

6.3 Revision Submission Rules

• All revision requests must be submitted in writing via email or the designated project management tool.
• Verbal, WhatsApp, or informal revision requests will not be treated as binding project instructions.
• All feedback within a single revision round must be submitted together in one consolidated message. Piecemeal feedback delivered over multiple messages may be treated as separate revision rounds.
• Revisions requested after a deliverable has received written final approval from the client will be treated as new out-of-scope requests and may incur additional charges.

6.4 Scope Creep Policy

CodexDebug operates with a clearly defined and documented scope to protect both the quality of delivery and the client's budget. Gradual additions of unplanned requirements — commonly known as scope creep — will be proactively identified, flagged in writing, and formally quoted before any work on the additions begins. We will never silently absorb scope additions at the expense of the agreed project timeline or quality.

7. Project Timelines & Delivery

7.1 Timeline Estimates

Project timelines provided in proposals are professional estimates based on the defined scope, team capacity, and standard delivery requirements. CodexDebug commits in good faith to meeting agreed timelines. Delivery may be affected by the following factors:

• Delays caused by client inaction, late feedback, or failure to supply required assets or approvals.
• Third-party platform outages, API changes, or failures by hosting, payment, or cloud providers.
• Scope changes or new requirements introduced after project commencement.
• Force majeure events outside the reasonable control of CodexDebug.

7.2 Client-Caused Delays

If a project is delayed due to the client's failure to provide timely feedback, content, credentials, approvals, or any other required input, CodexDebug will formally notify the client of the delay in writing. The project timeline will be extended by a period equivalent to the client-caused delay. No compensation, penalty, or liability attaches to CodexDebug for delays caused by the client.

DISCLAIMER: CodexDebug cannot be held responsible for missed business launch dates, lost revenue opportunities, reputational damage, or any other consequence arising from project delays caused by the client's own inaction, non-compliance, or failure to follow agreed timelines.

7.3 Rush & Expedited Delivery

Clients requiring faster-than-standard delivery may request expedited service. Rush availability is subject to current team capacity and must be confirmed in writing before project commencement. A rush surcharge of between 25% and 50% of the total project cost will apply, depending on urgency and scope.

7.4 Project Abandonment by Client

If a client becomes unresponsive for a period of 21 consecutive calendar days without prior written notice, CodexDebug reserves the right to classify the project as abandoned. All payments made to date are non-refundable in the event of abandonment. Recommencement of an abandoned project will require a new proposal and may involve additional setup fees.

8. Intellectual Property & Ownership

8.1 Transfer of Ownership Upon Full Payment

Upon receipt of full and final payment of all amounts owed under the project agreement, CodexDebug transfers to the client full ownership of all custom-developed deliverables created specifically for that project. This includes source code, design files, written content, graphics, and other bespoke creative assets produced exclusively for the client.

8.2 CodexDebug Retained Intellectual Property

• CodexDebug retains all rights to internal frameworks, boilerplate code, proprietary development tools, component libraries, design templates, and methodologies used during project delivery. These form part of our internal IP and are NOT transferred to the client.
• Pre-existing CodexDebug IP incorporated into a client project is licensed to the client on a non-exclusive, non-transferable, perpetual basis for use within the delivered project only.
• CodexDebug retains the right to feature completed projects in our portfolio, case studies, website, and marketing materials unless the client requests a written portfolio exclusion clause before project commencement.
• Client-provided content warranty: The client guarantees and warrants that all content, images, data, trademarks, and materials they provide to CodexDebug are legally owned by the client or properly licensed for commercial use, and do not infringe upon any third-party intellectual property rights, trademark, copyright, or privacy rights. CodexDebug accepts zero liability for legal claims, fines, or penalties arising from the use of client-provided content.

9. Confidentiality & Non-Disclosure

9.1 Scope of Confidential Information

Both parties agree to treat all sensitive information exchanged during the project engagement as strictly confidential. Confidential information includes but is not limited to:

• Business strategies, financial data, pricing models, and internal operational plans
• Technical specifications, system architecture, source code, and database structures
• Customer data, user databases, and personally identifiable information
• Login credentials, API keys, access tokens, and security configurations
• Contractual terms, negotiated pricing, and proposal documents

9.2 CodexDebug Confidentiality Obligations

• All CodexDebug team members are bound by formal internal confidentiality and professional conduct agreements.
• Client information will never be shared, sold, disclosed, or reproduced to any third party without prior written consent, except where legally required by applicable law.
• Client credentials and access tokens are stored using secure, access-controlled systems and are used exclusively within the agreed project scope.
• All client credentials and access are deleted or formally returned upon project completion, unless an active retainer arrangement requires ongoing access.

9.3 Duration

Confidentiality obligations remain binding for a period of 3 years following the conclusion of the project engagement, unless a separately signed Non-Disclosure Agreement specifies a different duration. Clients requiring a formal NDA prior to sharing highly sensitive information may request one, and CodexDebug will accommodate this before any sensitive information is exchanged.

10. Warranties, Representations & Disclaimers

10.1 CodexDebug Warranties

• We warrant that all services will be delivered with reasonable professional skill, care, and diligence.
• We warrant that we have the legal right and authority to enter into this agreement and deliver the services described.
• We warrant that no deliverable will knowingly infringe upon the intellectual property rights of any third party.

10.2 Client Representations & Warranties

• The client warrants that all information, content, and materials provided to CodexDebug are accurate, complete, and legally compliant.
• The client warrants they have the full legal authority to enter into this agreement and authorize the described work.
• The client warrants that their use of CodexDebug's deliverables will comply with all applicable local and international laws and regulations.

10.3 Disclaimer of Result Guarantees

While CodexDebug applies best-practice methodologies, industry expertise, and data-driven strategies, we do not and cannot guarantee specific business results, revenue outcomes, search engine rankings, app store positions, social media follower growth, or advertising conversion rates. Digital and technology results are influenced by numerous external factors entirely beyond our control, including but not limited to: search algorithm changes, market conditions, competitor activity, economic shifts, and client-side execution of recommendations.

DISCLAIMER: Results referenced in proposals, portfolios, or marketing materials represent historical project examples and are not guarantees of future performance. Any client who bases investment decisions solely on projected outcomes without acknowledging market variability and external factors does so entirely at their own risk.

11. Limitation of Liability

11.1 Maximum Liability Cap

CodexDebug's total cumulative liability to the client for any and all claims arising from or related to a specific project or service engagement — regardless of the nature, form, or basis of the claim, whether in contract, tort, negligence, or otherwise — shall not exceed the total fees actually paid by the client for that specific project or service.

11.2 Exclusion of Consequential & Indirect Damages

• Loss of revenue, profits, business opportunities, contracts, or anticipated savings
• Loss, corruption, or unauthorized access to data
• Business interruption, system downtime, or operational disruption
• Reputational damage, loss of goodwill, or brand harm
• Indirect, incidental, special, consequential, exemplary, or punitive damages of any nature

11.3 Third-Party Platform Failures

CodexDebug is not responsible for failures, outages, data losses, security breaches, policy changes, or performance issues attributable to third-party platforms, tools, or service providers used in project delivery. This includes but is not limited to web hosting providers, cloud platforms (AWS, Google Cloud, Firebase, Azure), payment gateways, email service providers, app stores, social media platforms, and domain registrars.

11.4 Non-Compliance Liability Exclusion

DISCLAIMER: If a client repeatedly disregards warnings communicated by CodexDebug, fails to follow documented required processes, ignores professional advice, breaches agreed terms, or acts contrary to explicit guidance from our team — CodexDebug accepts absolutely zero liability for any resulting failures, losses, damages, security incidents, legal consequences, penalties, or any other negative outcome. The full burden of responsibility for the consequences of such non-compliance rests entirely and solely with the client.

12. Refund & Cancellation Policy

12.1 Non-Refundable Deposits

All project deposits are strictly non-refundable once project work has commenced. The deposit serves as compensation for time invested in project discovery, planning, strategy, team allocation, and early development or design work — none of which can be recovered if a project is subsequently cancelled by the client.

12.2 Cancellation by Client

• If a client elects to cancel a project after work has commenced, all payments made to date — including the deposit and any milestone payments — are non-refundable.
• Any work completed up to the point of cancellation remains the property of CodexDebug until full payment for that completed phase is received.
• CodexDebug may, at its sole and absolute discretion, offer a partial credit toward future services. This is not guaranteed and must be negotiated and agreed in writing.

12.3 Cancellation by CodexDebug

CodexDebug reserves the right to terminate a project engagement immediately and without liability in the following circumstances:

• The client breaches any material term of this agreement or the signed project proposal.
• The client engages in abusive, threatening, disrespectful, or harassing conduct toward any CodexDebug team member.
• The client requests the creation of content, platforms, or services that are illegal, defamatory, discriminatory, or unethical.
• Non-payment or repeated late payment beyond the agreed grace period.

In the event of termination due to client misconduct or breach, all payments received to date are non-refundable. Where CodexDebug terminates without a cause attributable to the client, a pro-rata refund for clearly incomplete and unstarted work phases may be considered at our discretion.

12.4 Retainer & Monthly Service Cancellations

Ongoing monthly retainer engagements — including SEO, social media management, paid advertising, and maintenance services — require a minimum of 30 calendar days written notice for cancellation. All work performed during the notice period will be billed at the standard retainer rate. No refunds will be issued for the active billing cycle at the time of cancellation notice.

13. Force Majeure

CodexDebug shall not be held liable for any delay, failure to perform, or interruption of services resulting from causes beyond our reasonable control. Force majeure events include but are not limited to: natural disasters (earthquakes, floods, fires, storms), pandemic or epidemic outbreaks, acts of war, terrorism or civil unrest, governmental or regulatory orders, nationwide internet infrastructure failures, sustained power outages, or any other event that makes performance materially impossible or impracticable.

In the event of a force majeure occurrence, CodexDebug will notify the client as promptly as reasonably possible. All affected project timelines will be extended by the duration of the force majeure event without any penalty, liability, or obligation to either party. Neither party shall be in breach of their obligations during a verified force majeure period.

14. Data Protection & Privacy

CodexDebug is committed to protecting all personal and business data entrusted to us in accordance with applicable data protection principles and laws of Pakistan and the UAE. Our comprehensive data collection, usage, storage, retention, and protection practices are fully documented in our Privacy Policy, which is incorporated by reference into these Terms and is available at codexdebug.com/privacy.

By engaging CodexDebug, you acknowledge and agree to our Privacy Policy in its entirety. Our core data protection commitments include:

• We collect only the minimum data necessary to deliver the agreed services effectively.
• We do not sell, rent, trade, or commercially exploit your personal or business data to any third party.
• Client credentials, access tokens, and sensitive data are stored securely with role-based access controls.
• You retain full rights to request access, correction, portability, or deletion of your data at any time.

For all data-related requests, contact us at hello@codexdebug.com with the subject: Privacy Request.

15. Dispute Resolution

15.1 Good Faith Negotiation

In the event of any dispute, disagreement, or claim arising from these Terms or any project engagement, both parties agree to first attempt resolution through good-faith direct negotiation. Either party may formally raise a dispute by sending a written notice to the other party clearly describing the nature of the issue and the desired resolution outcome.

15.2 Mediation

If direct negotiation fails to resolve the dispute within 14 calendar days of the written notice being received, both parties agree to engage a mutually agreed neutral mediator before pursuing any formal legal action. Mediation costs shall be shared equally between the parties unless a different arrangement is agreed in writing.

15.3 Governing Law & Jurisdiction

These Terms and all matters arising from them are governed by and construed in accordance with the laws of the Islamic Republic of Pakistan. Any disputes that cannot be resolved through negotiation or mediation shall be submitted to the exclusive jurisdiction of the competent courts of Islamabad, Pakistan. For clients based in the UAE, disputes may alternatively be resolved through the courts of Dubai, UAE, at CodexDebug's sole discretion.

15.4 Individual Claims Only

The client agrees that any claim or dispute against CodexDebug will be resolved strictly on an individual basis. No claims may be brought as part of a class action, collective proceeding, or representative lawsuit. The client irrevocably waives any right to participate in class-based legal actions against CodexDebug.

16. Prohibited Use & Ethical Standards

Clients may not engage CodexDebug to create, develop, design, market, or in any way support any product, service, platform, content, or activity that:

• Is illegal, fraudulent, or in violation of Pakistani, UAE, or applicable international law
• Promotes, incites, or facilitates hate speech, discrimination, violence, or terrorism of any kind
• Involves online fraud, phishing, deceptive practices, or any malicious cyber activity
• Infringes upon the intellectual property, trademark, copyright, or privacy rights of any third party
• Contains sexually explicit, obscene, abusive, or exploitative material of any nature
• Facilitates unauthorized data collection, hacking, surveillance, or privacy violations
• Promotes illegal gambling, illicit substances, or activities explicitly prohibited under applicable law

DISCLAIMER: Engaging CodexDebug for any prohibited purpose — whether disclosed at onboarding or discovered during the project — constitutes an immediate and material breach of these Terms. All work will be halted without notice, all payments made will be forfeited, and the matter may be reported to relevant law enforcement and regulatory authorities without further obligation to the client.

17. Communication Standards & Professional Conduct

CodexDebug maintains a professional, respectful, and constructive working culture. All clients are expected to communicate with our team in a professional and respectful manner throughout the entire engagement. CodexDebug reserves the absolute right to immediately terminate any project or service engagement — without refund — if a client engages in abusive, threatening, discriminatory, or harassing behavior directed at any member of our team, whether in written, verbal, or any other form of communication.

All formal, binding project communications must be conducted through the designated email address or agreed project management platform (e.g., Trello, ClickUp, Notion, Slack workspace). Instructions or change requests communicated through personal WhatsApp numbers, personal social media direct messages, or other informal channels will not be recognized as binding project instructions and will not be acted upon without written confirmation through official channels.

18. Testimonials, Portfolio & Case Studies

Upon project completion, CodexDebug may request the client's permission to feature the completed project and associated results in our public portfolio, website, social media channels, and marketing case studies. Clients have the full right to decline this request without any impact on the service quality received or any financial penalty.

Any testimonials, reviews, or endorsements voluntarily provided by clients may be published in their original or lightly edited form across CodexDebug's marketing channels, both online and offline. By voluntarily providing a testimonial, the client grants CodexDebug a non-exclusive, royalty-free, worldwide license to publish, reproduce, and distribute that testimonial for marketing and promotional purposes.

19. Amendments to These Terms

CodexDebug reserves the right to update, revise, or amend these Terms and Conditions at any time, without individual prior notice to existing users or clients. All amendments will be published at codexdebug.com/terms with an updated effective date clearly displayed.

It is the sole responsibility of the client to periodically review the Terms. Continued use of our website or services following the publication of any amendment constitutes unconditional acceptance of the updated Terms.

20. Severability

If any provision or part of these Terms is found by a court of competent jurisdiction to be invalid, void, unlawful, or unenforceable for any reason, that specific provision shall be deemed severed from these Terms and shall not affect the validity or enforceability of the remaining provisions. The remaining Terms shall continue in full force and effect as though the invalid or unenforceable provision had never been included.

21. Entire Agreement

These Terms and Conditions, together with the signed project proposal or service agreement specific to each engagement, constitute the entire and complete agreement between the client and CodexDebug with respect to the subject matter herein. They fully supersede all prior discussions, representations, negotiations, understandings, and agreements — whether written or verbal — made before the commencement of the current engagement. No modification or addition to these Terms shall be valid unless made in writing and signed by an authorized representative of CodexDebug.

22. Contact & Legal Notices

For any questions, concerns, formal legal notices, or communications regarding these Terms and Conditions, please contact CodexDebug through the following official channels:

All formal legal notices must be submitted via email to hello@codexdebug.com with the subject line: Legal Notice — [Nature of Matter]. Receipt will be acknowledged within 2 business days and the matter addressed within 7 business days.