Terms of Service

Last Updated

Nov 28, 2025

Welcome to Codence Lab. By accessing or using our website/services, you agree to be bound by these Terms and Conditions.

1. AGREEMENT TO TERMS

These Terms of Service (the "Terms") constitute a legally binding agreement made between you, whether personally or on behalf of an entity ("Client", "you"), and Codence Lab ("Agency", "we", "us", or "our"), concerning your access to and use of our services, website, and digital products.

By engaging with our services, you agree that you have read, understood, and agreed to be bound by all of these Terms.

2. SERVICES & SCOPE

Codence Lab provides digital architecture, branding, software engineering, and automation services (the "Services"). The specific scope of work, deliverables, timelines, and fees will be detailed in a separate Proposal or Statement of Work ("SOW") agreed upon by both parties. Any request outside the agreed SOW will be considered "Scope Creep" and subject to additional billing.

3. INTELLECTUAL PROPERTY RIGHTS

Unless otherwise indicated, the Services and specific deliverables are our proprietary property.

  • Upon Full Payment: Upon completion of the project and full payment of all fees, Codence Lab grants the Client a perpetual, non-exclusive, worldwide license to use, reproduce, and display the Final Deliverables.

  • Agency Ownership: Codence Lab retains ownership of all preliminary drafts, concepts, unused designs, and underlying code libraries, frameworks, or "Background Technology" used to create the deliverables.

  • Portfolio Rights: We reserve the right to display the Final Deliverables in our portfolio, website, and social media for promotional purposes.

4. DECENTRALIZED INFRASTRUCTURE (USE OF SUBCONTRACTORS)

Client acknowledges that Codence Lab operates as a Strategic Hub utilizing a network of specialized partners. We reserve the right to utilize third-party contractors, strategic agencies, or external partners ("Tactical Cells") to perform specific parts of the Services. Codence Lab remains the sole point of contact and is fully responsible for the quality and timely delivery of the work produced by its partners.

5. CLIENT OBLIGATIONS

For the project to be successful, the Client agrees to:

  • Provide necessary access to accounts, data, and assets in a timely manner.

  • Provide feedback within [X] business days to avoid project stalling.

  • Adhere to the payment schedule defined in the SOW.

6. PAYMENT TERMS

  • Deposit: A non-refundable deposit (typically 50%) is required to initiate any project.

  • Final Balance: The remaining balance is due upon project completion, prior to the release of final files or website launch.

  • Late Fees: Invoices not paid within [X] days of the due date are subject to a late fee of [X]% per month.

7. LIMITATION OF LIABILITY

To the fullest extent permitted by law, Codence Lab shall not be liable for any indirect, consequential, or special damages, including lost profits or data loss, arising from the use of our services. Our total liability shall not exceed the total amount paid by the Client to the Agency for the specific project in question.

8. TERMINATION

Either party may terminate the agreement with written notice if the other party breaches these Terms. In the event of termination by the Client, the Client shall pay for all work completed up to the date of termination.

9. GOVERNING LAW

These Terms shall be governed by and defined following the laws of Argentina. You irrevocably consent that the courts of Rosario, Santa Fe, shall have exclusive jurisdiction to resolve any dispute which may arise in connection with these terms.