1. Eligibility

You must be at least 18 years old, or otherwise of full legal capacity under the law applicable to you, in order to use the Website or request, receive, or use our services. By accessing or using the Website or our services, you represent and warrant that you have the legal capacity to enter into binding agreements and that you are acting either in your own lawful capacity or with proper authority on behalf of a business, organisation, or other legal person.

If you use the Website or our services on behalf of an employer, company, hospitality business, restaurant operator, startup, investment vehicle, or other organisation, you represent and warrant that you have authority to bind that entity to this Agreement. In such a case, references in these Terms of Use to “you” include both you personally, where appropriate, and the relevant entity on whose behalf you act. We reserve the right to refuse access, suspend dealings, or request additional information where we reasonably believe that a person lacks authority, legal capacity, or eligibility to use the Website or the relevant services.

2. Services Provided

Code Flick Ltd provides or may provide digital, remote, software-related, analytical, telecommunications-related, and information technology services for business and professional use. Depending on the nature of the service and our current service offering, this may include the presentation and provision of software tools, analytics environments, dashboards, reporting materials, digital resources, consultations, implementation support, technical integration assistance, research or industry materials, service configuration work, and other lawful business services relevant to our operations.

Our services may include, without limitation:

• provision of access to software-related tools, demonstrations, restricted resources, or service environments where such access is offered
• consultations, onboarding support, implementation-related services, analytics support, or business communications
• preparation or delivery of reports, dashboards, technical materials, research summaries, digital documents, or operational insights
• service updates, maintenance activity, support interactions, and other service-related communications where such services are included in the applicable package, plan, proposal, or agreement.

We reserve the right to modify, expand, suspend, replace, or discontinue any Website feature, service offering, access model, or service component at any time, subject to applicable law and any binding contractual commitments already entered into. Nothing on the Website constitutes a guarantee that a particular service, feature, integration, or functionality will be available at all times or available in a specific jurisdiction.

3. Account Registration and Security

Some services, restricted materials, service environments, support channels, or software-related functionalities may require registration, account activation, restricted access credentials, or another access control mechanism. Where registration or access credentials are required, you agree to provide accurate, current, and complete information and to keep such information updated where necessary. You must not impersonate another person or entity, misrepresent your affiliation, or use inaccurate information in order to obtain access to any restricted resource or service.

You are responsible for maintaining the confidentiality and security of any usernames, passwords, codes, tokens, links, or other access credentials issued to you or controlled by you in connection with the Website or any services. You are also responsible for all activity occurring through your account or access credentials to the extent such activity results from your acts, omissions, negligence, internal handling practices, or failure to maintain appropriate security. You must notify us promptly if you become aware of any suspected unauthorised access, compromise of credentials, misuse of an account, or other security incident affecting your access to our systems or services.

We may suspend, restrict, or revoke credentials, accounts, or access rights where reasonably necessary for security, legal compliance, operational protection, investigation of suspicious activity, non-payment, breach of this Agreement, or other legitimate business reasons. Issuing credentials or granting access does not transfer any ownership rights in the relevant systems, software, or materials.

4. Usage of Services

You agree to use the Website and our services only for lawful purposes, in a manner consistent with this Agreement, and in a way that does not infringe the rights of the Company or any third party. You must not use the Website or any service environment in a manner that is fraudulent, deceptive, harmful, abusive, unlawful, infringing, defamatory, disruptive, or technically damaging.

Without limitation, you agree that you will not:

• upload, submit, transmit, distribute, or make available any unlawful, infringing, harmful, malicious, misleading, or abusive content
• attempt to gain unauthorised access to the Website, any service environment, restricted materials, internal tools, data, source code, or another user’s account
• interfere with, disrupt, scan, overload, reverse engineer, probe, or test the vulnerability of any system or service except where expressly authorised in writing by the Company
• use the Website or services in violation of applicable law, including laws relating to data protection, telecommunications, intellectual property, export controls, sanctions, consumer protection, competition, or electronic communications
• copy, scrape, republish, sell, sublicense, redistribute, exploit, or commercially reuse any part of the Website or our services except as expressly permitted by an applicable agreement or by prior written consent
• use our services to process, transmit, or distribute materials that infringe third-party rights or that would expose us to legal, regulatory, or operational risk beyond the intended scope of the service.

Where the Website or a service is made available for business use, you remain responsible for ensuring that your own use of the service, your instructions, your submitted materials, and your internal workflows comply with applicable law and with any rights and permissions required from your own clients, staff, users, suppliers, or partners.

5. License to Use

Subject to this Agreement and any applicable order, subscription, invoice, proposal, or contract, the Company grants you a limited, revocable, non-exclusive, non-transferable, and non-sublicensable right to access and use the Website and, where applicable, the relevant service environment solely for your own lawful internal business purposes. This right is conditional upon compliance with these Terms of Use, payment obligations, and any service-specific conditions that apply to the relevant service or access model.

Except to the extent expressly permitted by law or by written agreement, you may not copy, modify, adapt, create derivative works from, publish, transmit, display, distribute, lease, rent, license, sublicense, assign, transfer, pledge, timeshare, commercially exploit, or otherwise make available any software, analytics environment, interface, documentation, materials, or service content provided by the Company. You may not remove proprietary notices, trademarks, or confidentiality markings from any materials made available by us.

Any rights not expressly granted to you under this Agreement are reserved by the Company and, where applicable, its licensors, partners, suppliers, or other rights holders.

6. Payment and Subscription Terms

Fees, pricing structures, billing events, subscription cycles, and payment conditions for our services are determined by the applicable service plan, commercial proposal, invoice, order, checkout process, or separate contract. Unless otherwise agreed in writing, fees are payable in advance before access is activated, services begin, consultations are delivered, or project work starts. Where recurring services are offered, renewal or subscription fees may be charged at the intervals stated in the relevant plan or agreement.

Accepted payment methods may include bank transfer, Stripe, PayPal, and other verified payment methods approved by the Company. You are responsible for ensuring that payment details, billing information, tax-related data, and company information provided to us are accurate and complete. If payment is overdue, rejected, reversed, disputed, or otherwise not successfully completed, we may suspend access, pause work, withhold deliverables, refuse renewal, or terminate the relevant service relationship to the extent permitted by law and contract.

Additional terms regarding invoicing, refunds, cancellation, renewal, credits, chargebacks, and payment-related matters are set out in our Return and Payment Policy and, where applicable, in the relevant commercial documents. If the service is provided on a business-to-business basis, the applicable written commercial agreement may further define payment obligations, acceptance criteria, financial remedies, and consequences of non-payment.

7. Support and Maintenance

Where support, maintenance, updates, service monitoring, or technical assistance are included in a purchased package, subscription, or written agreement, such support will be provided in accordance with the applicable scope, service level, and operational arrangement stated in the relevant documents. Support may include, depending on the service, business-hours assistance, issue handling, bug fixes, service communications, update deployment, consultation support, technical guidance, or limited implementation-related assistance.

Unless expressly agreed otherwise in writing, support and maintenance do not include unlimited custom development, unrestricted integration work, on-site services, regulatory advice, business continuity guarantees, or support for systems, environments, or third-party tools outside the defined scope of our service. Response times, resolution times, maintenance windows, and update cycles may vary depending on service type, subscription level, complexity, operational conditions, supplier dependencies, and the nature of the reported issue.

8. Intellectual Property Rights

All intellectual property rights in and to the Website, our services, software-related tools, analytics materials, technical resources, documents, content, branding, layouts, interfaces, service methodologies, and related materials are and remain the property of Code Flick Ltd or its licensors, unless expressly stated otherwise in a written agreement. Such rights may include copyright, database rights, design rights, trademarks, trade names, know-how, trade secrets, patents, and other proprietary rights recognised under applicable law.

Your use of the Website or our services does not transfer ownership of any intellectual property rights to you. Except for the limited usage rights expressly granted under this Agreement or an applicable written contract, no licence or right is granted by implication, estoppel, or otherwise. If you provide us with suggestions, feedback, ideas, comments, or improvement proposals relating to the Website or our services, we may use such input without restriction, compensation, or attribution, subject to any non-waivable legal rights.

9. Termination and Suspension

We may suspend, restrict, or terminate your access to the Website or any service, in whole or in part, with or without notice where reasonably necessary to protect security, comply with legal obligations, prevent misuse, respond to suspected unlawful activity, manage operational risk, address non-payment, enforce this Agreement, or protect the rights, property, or legitimate interests of the Company, our clients, our service providers, or other affected parties.

You may cease using the Website at any time and may terminate a service relationship in accordance with the applicable agreement, subscription terms, cancellation provisions, or written notice requirements. Termination or cessation of use does not automatically relieve you of any payment obligations, accrued liabilities, confidentiality duties, restrictions on use, or other obligations that by their nature are intended to survive termination.

Upon termination or suspension, we may deactivate credentials, revoke access, stop further service performance, retain relevant records where lawfully required, and take such other steps as are reasonably necessary to protect systems, enforce rights, or complete necessary administrative processes. Provisions relating to intellectual property, confidentiality, payments due, liability limitations, indemnity, governing law, dispute resolution, and any other clauses intended by nature to survive shall remain in effect after termination to the extent applicable.

10. Limitation of Liability

To the fullest extent permitted by applicable law, the Website and services are provided on an “as is” and “as available” basis, except to the extent expressly stated otherwise in a binding written agreement. While we seek to provide services in a professional and commercially reasonable manner, we do not warrant that the Website or any service will be uninterrupted, error-free, always available, fully compatible with every external system, or suitable for every purpose unless expressly agreed in writing.

To the maximum extent permitted by law, Code Flick Ltd shall not be liable for any indirect, incidental, consequential, special, punitive, exemplary, or similar losses or damages, including loss of profit, loss of revenue, loss of anticipated savings, loss of opportunity, loss of reputation, loss of goodwill, loss of data, business interruption, or cost of substitute services, arising out of or in connection with the Website, any service, this Agreement, or your use of or inability to use the Website or services, even if we were advised of the possibility of such losses.

To the extent permitted by law, our aggregate liability arising out of or in connection with the Website, the services, or this Agreement shall not exceed the total amount actually paid by you to the Company for the relevant service during the twelve (12) months immediately preceding the event giving rise to the claim. Nothing in this Agreement excludes or limits liability to the extent such exclusion or limitation is prohibited by law, including liability that cannot lawfully be excluded for fraud, fraudulent misrepresentation, death or personal injury caused by negligence, or mandatory consumer rights where applicable.

11. Indemnity

You agree, to the extent permitted by law, to indemnify, defend, and hold harmless Code Flick Ltd, its directors, officers, employees, contractors, advisers, affiliates, licensors, service providers, and agents from and against any claims, demands, actions, liabilities, damages, losses, judgments, settlements, penalties, costs, and expenses, including reasonable legal fees, arising out of or related to:

• your breach of this Agreement
• your misuse of the Website or any services
• your unlawful or unauthorised content, instructions, data, materials, or conduct
• your violation of applicable law or third-party rights
• your negligence, fraud, misrepresentation, or failure to obtain rights, permissions, consents, or authorisations necessary for your use of the Website or services.

This indemnity shall apply only to the extent that the relevant claim or loss arises from matters within your responsibility and shall not apply to the extent caused by the Company’s own fraud, wilful misconduct, or other liability that cannot lawfully be shifted or excluded.

12. Changes to This Agreement

We reserve the right to amend, revise, supplement, or otherwise update these Terms of Use from time to time in order to reflect changes in law, regulatory guidance, business operations, service configuration, pricing structure, technical architecture, security requirements, supplier arrangements, or internal compliance needs. Any updated version will be posted on the Website together with the revised Effective Date or Last Updated date, as appropriate.

Your continued use of the Website or continued ordering or use of our services after an updated version becomes available may indicate acceptance of the revised Terms to the extent permitted by law and contract. However, no update will retroactively remove rights or obligations that have already accrued under a previously applicable version unless such change is required by law or expressly agreed between the parties.

13. Governing Law and Jurisdiction

These Terms of Use and any non-contractual obligations arising out of or in connection with them shall be governed by and construed in accordance with the laws of England and Wales, except to the extent that mandatory law in another jurisdiction applies and cannot be lawfully excluded. The parties shall seek to resolve any dispute, claim, or controversy arising out of or relating to the Website, the services, or this Agreement through good-faith business discussions before commencing formal proceedings, where this is reasonably practicable.

Subject to any mandatory rights of consumers or mandatory jurisdiction rules that cannot be excluded by law, the courts of England and Wales shall have exclusive jurisdiction to hear and determine any dispute arising out of or in connection with this Agreement, the Website, or the services.