Terms of Service

Last updated 18 July 2026

These Terms of Service govern the use of codelab.lt and all creative, engineering, and maintenance services provided by Codelab, MB. We have written them in clear, everyday language so you always understand how we work, what we expect from each other, and how we protect our shared work.

01Service provider

Legal name

Codelab, MB (Mažoji bendrija)

Company code

302984405

VAT ID

LT100015797315

Register

Register of Legal Entities of the Republic of Lithuania (VĮ Registrų centras)

Registered address

Švitrigailos g. 11K-109, LT-03228 Vilnius, Lithuania

Email

talk@codelab.lt

Phone

+370 608 21862

02How we work together

Codelab is an independent digital studio specializing in interface design, web development, brand identity, and ongoing website care through our Curator service.

Every client engagement starts with a specific proposal, Statement of Work (SOW), or estimate defining the deliverables, milestones, timeline, and investment. That document, combined with these Terms, forms our binding agreement. If there is ever an explicit conflict between your individual proposal and these general Terms, the proposal takes precedence for that project.

An agreement becomes effective when you confirm the proposal in writing (by email or electronic signature) or pay the agreed initial invoice or deposit.

03Estimates, fees, and payment

• Validity and currencies: Quotes and proposals remain valid for 30 calendar days from issue. Unless expressly stated otherwise, all prices are quoted in Euros (EUR) and exclude VAT, which is charged on invoices where applicable under Lithuanian and EU tax law.
• Billing structure: Project work is typically invoiced in milestones — an advance deposit before work begins and the remaining balance upon final delivery and acceptance. Ongoing retainers (such as Curator) are invoiced periodically in advance.
• Payment terms: Invoices are payable within 14 calendar days of the invoice date. If payment is overdue, we will reach out with a reminder. If accounts remain unpaid after written notice, we reserve the right to pause ongoing work. For business clients, statutory late payment interest applies under the Law on Prevention of Late Payment in Commercial Transactions of the Republic of Lithuania.
• Scope changes: Great ideas often emerge during development. If you request features, pages, or revisions outside the original agreed scope, we will outline the extra time and cost and obtain your approval before proceeding.

04Collaboration, timelines, and acceptance

Building exceptional digital products is a collaborative partnership. To keep projects running smoothly and on schedule:

• Materials and rights: You agree to provide necessary materials (copy, brand assets, media, credentials) in a timely fashion. You warrant that you hold all necessary intellectual property rights and permissions for any materials you supply to us.
• Single point of contact: You designate one authorized representative with the authority to make decisions, provide unified team feedback, and approve deliverables on your behalf.
• Review and feedback: When we submit a milestone, design phase, or staging site for your review, you agree to provide consolidated feedback within 7 business days.
• Deemed acceptance: If we receive no feedback, revision requests, or written request for an extension within 10 business days of delivering a milestone, that deliverable is deemed accepted so we can proceed to the next phase or conclude the project.
• Project pauses: If a project is stalled due to client delay or silence for more than 30 consecutive calendar days, we reserve the right to invoice for all completed work to date and release our team’s schedule to other clients. Resuming a paused project will depend on our availability and may require a schedule adjustment.

05Launch warranty

We stand firmly behind our engineering and craftsmanship.

• 30-day bug-fix warranty: For all bespoke websites and custom software we build, we provide a 30 calendar day bug-fix warranty starting on the date of public launch or final delivery. During this window, we fix any genuine defects, errors, or deviations from the approved specifications free of charge.
• Exclusions: The warranty does not cover issues resulting from modifications made to the source code or CMS by you or third parties, unauthorized server configuration changes, updates to third-party plugins or APIs released after launch, or browser engine deprecations.
• Long-term care: After the initial 30-day warranty, ongoing maintenance, security patches, and improvements are provided through our Curator service or hourly support.

06Curator website care & SLA

Curator is our dedicated website care service designed to keep your site fast, secure, backed up, and monitored, with senior engineers on call when you need work done.

• Plan coverage: On Air, Pro, and Ultra, we handle cloud infrastructure, DNS, domain renewals, SSL certificates, email routing, security updates, regular backups, and uptime monitoring. On Flex Retainer, your site stays on your own infrastructure; we connect 24/7 uptime monitoring, handle your support tickets, and provide access to discounted hourly packs.
• Included hours: Plans include hands-on engineering time (Air: 1 hour per quarter; Pro: 1 hour per month; Ultra: 2 hours per month). Use this time for content edits, technical tweaks, bug investigation, performance tuning, or advice. Major undertakings (such as redesigning entire sections or building complex new features) require their own scope and are quoted separately or billed via hourly packs.
• No rollover principle: Included hours represent dedicated capacity reserved exclusively on our calendar for your site each month or quarter. Because this capacity is set aside whether utilized or not, unused hours do not roll over to subsequent billing periods and cannot be redeemed for cash. Pre-paid Flex hour packs (10, 25, or 50 hours) remain valid for 12 months from purchase, are non-refundable, and require an active Flex Retainer.
• Response times (SLA): Response time measures when a senior Codelab engineer reviews your request, begins triage, and responds with findings or a plan of action. It does not mean all complex issues can be completely resolved within that window.
  • Working hours: Monday to Friday, 09:00–18:00 (Vilnius time / EET/EEST), excluding Lithuanian national holidays.
  • Target response: Air within 48 hours; Pro within 24 hours; Ultra within 4 hours (priority queue); Flex Retainer within 48 hours.
  • 24/7 automated emergency monitoring (Pro, Ultra, Flex): Automated systems ping your site continuously. If your site goes down or throws 5xx server errors, our emergency system alerts our engineers immediately — day, night, or weekend — so we can begin diagnosis and restore service promptly.
• Access requirements: To deliver maintenance, we require working administrative access (DNS, hosting, CMS, code repositories). We treat your systems with utmost care, but we are not liable for upstream outages caused by outside service providers (such as Cloudflare, AWS, domain registries, or third-party API disruptions) outside our control.
• Billing, renewal, and cancellation: Curator plans run on an annual cycle, paid in advance. They renew automatically each year to ensure uninterrupted domain registrations, SSL certificates, and hosting. You may cancel at any time by giving written notice at least 30 calendar days before your annual renewal date.
• Price reviews: We review our maintenance pricing annually. If your renewal rate will change, we will notify you in writing at least 45 days prior to your renewal date so you can adjust your plan, continue, or cancel.

07Intellectual property

• Your bespoke deliverables: Upon receipt of full payment, Codelab transfers to you all exclusive economic copyright in and to the custom deliverables created specifically for your project (final website designs, bespoke codebase, brand identity assets, and custom illustrations), worldwide and for the full duration of copyright. You own what you pay for.
• Codelab tools and frameworks: Pre-existing code libraries, developer tools, design system foundations, and general know-how developed or used by Codelab remain our property. You receive a perpetual, non-exclusive, royalty-free, worldwide license to use, modify, and operate them as an integrated part of your deliverables.
• Third-party components: Open-source libraries, web fonts, stock imagery, and third-party APIs remain subject to their respective open-source or commercial licenses. We will clearly identify any third-party licenses (such as commercial font web licences) that you need to maintain.
• Preliminary work: Early sketches, unselected concepts, and discarded drafts remain Codelab’s property unless explicitly purchased in your agreement.
• Portfolio showcase: We take pride in our work. Unless we have agreed to a formal non-disclosure agreement (NDA) or white-label terms in writing before project kickoff, Codelab may feature the completed project, screenshots, and case studies in our portfolio and marketing, and retain a discreet agency credit in the website footer or metadata.

08Confidentiality and data protection

During a project, both parties may share confidential information, including business plans, technical credentials, source code, financial data, and proprietary workflows. Both parties agree to hold such information in strict confidence, use it solely for the purpose of the engagement, and protect it with reasonable security care.

This obligation does not apply to information that is already public, was rightfully known prior to disclosure, or is required to be disclosed by law or competent court order. Confidentiality obligations survive for 3 years following project completion (and indefinitely for trade secrets).

Where performing our services involves processing personal data on your behalf, we act as a Data Processor under the General Data Protection Regulation (GDPR) and will process such data only on your documented instructions. Personal data collected on this website is governed by our Privacy Policy.

09Consumer rights and dispute resolution

If you engage Codelab as a consumer (a natural person acting outside the scope of your trade, business, craft, or profession), the following statutory consumer provisions apply:

• Statutory right of withdrawal: Under EU and Lithuanian law, consumers generally have the right to withdraw from a distance contract within 14 calendar days without giving a reason.
• Exceptions for custom work: In accordance with Article 6.228(10) of the Civil Code of the Republic of Lithuania, the right of withdrawal does not apply to contracts for goods or digital services made to the consumer's individual specifications or clearly personalized (such as bespoke website design, custom software engineering, or tailored branding).
• Performance during the withdrawal period: If you expressly request us to begin work during the 14-day withdrawal period, you acknowledge that you lose the right of withdrawal once the service has been fully performed. If you withdraw before completion, you owe a proportionate amount for the work already completed.
• Out-of-court dispute resolution: If you are dissatisfied with our services, please email us first at talk@codelab.lt. If we cannot resolve the matter amicably, you have the right to submit a complaint to the State Consumer Rights Protection Authority of the Republic of Lithuania (VVTAT, Vilniaus g. 25, LT-01402 Vilnius, email: tarnyba@vvtat.lt, website: vvtat.lt) or through the Electronic Consumer Dispute Resolution system.

10Warranties and limitation of liability

We deliver our work with high professional care, diligence, and modern engineering standards. Except for the express warranties in these Terms or an individual SOW, our services and website are provided on an "as is" and "as available" basis.

To the maximum extent permitted by applicable law, Codelab’s total aggregate financial liability arising out of or related to an engagement is limited to the fees actually paid by you for the services giving rise to the claim (or, for recurring subscriptions like Curator, the fees paid in the 12 months preceding the claim).

Neither party shall be liable for indirect, special, incidental, or consequential damages, including loss of profits, lost data, business interruption, or reputational harm. Nothing in these Terms limits or excludes liability for intentional misconduct (tyčia), gross negligence (didelis neatsargumas), or any liability that cannot be legally limited under the mandatory laws of the Republic of Lithuania.

11Third-party services and force majeure

Modern web applications rely on external third-party infrastructure (such as hosting providers, DNS services, content delivery networks, payment gateways, and browser vendors). While we configure and integrate these services professionally, their performance is governed by their own terms, and we cannot be held liable for outages, policy shifts, or API deprecations by third-party providers.

Neither party will be held liable for delay or failure to perform obligations caused by events beyond reasonable control (Force Majeure), including natural disasters, armed conflict, civil unrest, government sanctions, power grid failures, or nationwide telecommunication disruptions. The affected party will promptly notify the other and resume performance as soon as normal conditions return.

12Project suspension and termination

An individual engagement runs for the period specified in the proposal or SOW. Either party may terminate an engagement for convenience with 14 calendar days’ written notice, or immediately for material breach that remains uncured 14 calendar days after written notice.

• Client cancellation: If you terminate an engagement before completion without fault on our part, prepaid deposits are retained to cover work performed, committed expenses, and capacity reserved exclusively for your project. You will also be invoiced for any additional completed milestones up to the termination date.
• Studio cancellation: If Codelab terminates an engagement without cause, we will promptly refund any unearned portion of advance fees for deliverables not yet completed.
• Deliverable handover: Upon termination and settlement of all outstanding invoices, we will deliver the project assets and work completed up to that point in their current state.
• Curator plans: Cancellation of Curator plans is governed by the notice period specified in Section 06.

13Subcontracting and assignment

To deliver specialized expertise (such as custom 3D illustration, sound design, or specialized QA), Codelab may engage trusted contractors. Codelab remains entirely responsible to you for the quality, confidentiality, and delivery of any subcontracted work.

Neither party may assign or transfer its rights or obligations under an engagement to a third party without the prior written consent of the other, except that Codelab may assign this agreement in connection with a corporate merger, acquisition, or sale of substantially all its business assets.

14Use of this website

All content on codelab.lt — including text, design tokens, imagery, graphics, animations, and source code — is the intellectual property of Codelab, MB or its licensors and is protected by copyright and intellectual property laws. You may not copy, scrape, or reproduce it for commercial purposes without our written permission.

You agree not to misuse this website, including attempting to compromise its security, injecting malicious code, or utilizing automated crawlers in a manner that degrades performance.

15Governing law and jurisdiction

The provisions of this terms of services and the relations of the Parties in connection with these terms shall be governed and interpreted per the laws of the Republic of Lithuania.

All disputes arising between the Parties in the course of fulfilling the obligations stipulated by these terms shall be resolved through negotiations and in case of failure to reach an agreement - in court.

16Updates and contact

We may periodically update these Terms to reflect evolving services, industry standards, or legal requirements. The latest version will always be published on this page with the revision date at the top. Specific project engagements remain governed by the Terms in effect at the date the individual proposal was confirmed.