Terms of Services

1. Definitions

In these Terms of Service:

• “Company” means STL CodeScape, a St. Louis–based web agency specializing in custom WordPress theme development and related digital services.
• “Site” means the website located at https://stlcodescape.com/ and any subdomains.
• “Services” means web development, custom WordPress theme development, consulting, maintenance, and any other digital services offered by the Company.
• “Client”, “you” or “your” means any individual or entity that accesses the Site or engages the Company to provide Services.
• “Project” means a specific engagement or scope of work agreed between the Company and the Client, typically defined in a proposal, statement of work, or written agreement.

2. Acceptance of Terms

By accessing or using the Site, submitting a project inquiry, or entering into a Project with STL CodeScape, you agree to comply with and be bound by these Terms of Service and any additional terms referenced in a proposal or separate written agreement.

If you are using the Site or Services on behalf of a company or other legal entity, you represent that you have authority to bind such entity to these Terms.

If you do not agree with these Terms, you must not access the Site or use the Services.

3. Scope of Services

STL CodeScape primarily provides custom WordPress theme development, general website development, and related digital services as described on the Services and Pricing pages of the Site or in a written proposal or statement of work.

The specific deliverables, functionality, timelines, and assumptions for each Project will be outlined in a written proposal, quote, or statement of work approved by the Client. In case of any conflict between such documents and these Terms, the written project agreement will generally prevail for that Project.

The Company may update or modify its service offerings, pricing, and processes at any time without notice, provided that no changes will retroactively alter the terms of an already accepted and active Project without mutual written agreement.

4. Proposals, Estimates, and Changes

All pricing and timelines communicated in proposals, estimates, or on the Site are provided in good faith based on information available at the time and are subject to clarification or change if the scope is revised.

Any work requested by the Client that is outside the originally agreed scope (including additional templates, modules, features, or integrations) may be treated as a change request and will be estimated and billed separately or added to the existing Project by mutual written agreement.

The Company reserves the right to pause work if required information, content, or approvals from the Client are delayed, which may impact the original timeline.

5. Client Responsibilities

The Client agrees to:

• Provide accurate and complete project requirements, brand assets, and content in a timely manner.
• Ensure that all content, logos, images, and other materials supplied do not infringe any third-party rights and comply with applicable laws.
• Designate a primary point of contact who has authority to provide feedback, approvals, and decisions for the Project.
• Review and approve deliverables within a reasonable time frame to avoid delays.
• Maintain proper backups and security of any live environments the Client controls.

6. Payments and Fees

Fees for Services will be specified in the relevant proposal, pricing schedule, or written agreement. Unless otherwise agreed, projects may require an initial deposit or retainer before work begins, with remaining payments tied to milestones, delivery, or time-based invoicing.

All invoices are payable in the currency and within the timeframe stated on the invoice. Late payments may result in suspension of work or access to deliverables until the account is brought current, and may incur late fees or interest as permitted by applicable law.

Any third-party costs (such as hosting, premium plugins, domains, fonts, or stock assets) approved by the Client will be billed to the Client or purchased directly by the Client as agreed.

7. Intellectual Property

7.1 Pre‑existing IP

Each party retains all right, title, and interest in and to its own pre‑existing intellectual property, including but not limited to proprietary code libraries, frameworks, internal tools, processes, and know‑how.

7.2 Project Deliverables

Subject to full payment of all fees due for a Project, and unless otherwise specified in a written agreement, the Client is granted a non‑exclusive, perpetual license to use the deliverables (such as custom WordPress themes and front‑end code) for the Client’s own website or agreed deployment.

The Company may reuse non‑Client‑specific components, code snippets, patterns, or techniques in other projects, provided that no confidential Client information is disclosed.

7.3 Third‑Party Components

Some deliverables may incorporate third‑party software, plugins, themes, or libraries that are licensed under their own terms. The Client agrees to comply with any applicable third‑party licenses and understands that such components may impose additional restrictions or costs.

8. Content and Data

The Client is solely responsible for all content placed on or transmitted through the website or systems developed or maintained by the Company for the Client, including its accuracy, legality, and compliance with applicable laws and regulations.

If the Company is granted access to any Client systems, databases, or confidential information for purposes of providing Services, the Company will use commercially reasonable efforts to protect such information and use it only as necessary to fulfill its obligations.

9. Hosting, Maintenance, and Third‑Party Services

Unless expressly agreed in writing, STL CodeScape is not a hosting provider and does not guarantee any hosting, uptime, or email service. Hosting, domain registration, email services, and similar infrastructure are typically managed either by the Client or by third‑party providers.

If the Company provides recommendations, configuration assistance, or liaison services with third‑party vendors (such as hosting providers, analytics services, or plugin vendors), the Client acknowledges that such vendors operate under their own terms, policies, and service levels, which are beyond the Company’s control.

Ongoing maintenance, updates, or monitoring services are not included unless explicitly stated in a separate maintenance or support agreement.

10. Timelines and Delays

Any timelines or launch dates communicated for a Project are estimates and assume that the Client provides all required information, approvals, and content in a timely manner.

The Company will make reasonable efforts to meet agreed timelines but is not liable for delays caused by factors beyond its control, including but not limited to Client delays, third‑party outages, technical issues with third‑party platforms, or force majeure events.

11. Revisions, Feedback, and Acceptance

The number of design or development revision rounds included in a Project will be specified in the proposal or agreement. Additional revisions beyond the included rounds may be billed at the Company’s then‑current hourly or day rates.

A deliverable will be deemed accepted upon the earlier of: (a) written acceptance by the Client, (b) deployment to a live environment at the Client’s request, or (c) ten (10) business days after delivery if no material issues are reported.

12. Confidentiality

Each party may have access to confidential or proprietary information of the other party in connection with a Project. Each party agrees to use such information solely for the purpose of performing under these Terms and to protect it with reasonable care, not less than the care it uses for its own confidential information.

Confidentiality obligations do not apply to information that is or becomes publicly available through no fault of the receiving party, is independently developed without use of the confidential information, or is rightfully received from a third party without restriction.

13. Warranties and Disclaimers

The Company will provide Services in a professional and workmanlike manner consistent with industry standards for similar services.

EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS OR IN A SPECIFIC WRITTEN AGREEMENT, THE SITE AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON‑INFRINGEMENT.

The Company does not warrant that the Site or any deliverables will be error‑free, uninterrupted, or immune from vulnerabilities, or that any particular performance, ranking, or conversion results will be achieved.

14. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL STL CODESCAPE OR ITS OWNERS, EMPLOYEES, CONTRACTORS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES, ARISING OUT OF OR IN CONNECTION WITH THE SITE, THE SERVICES, OR THESE TERMS.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF STL CODESCAPE FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THE SITE, THE SERVICES, OR THESE TERMS SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY THE CLIENT TO THE COMPANY FOR THE SPECIFIC PROJECT GIVING RISE TO THE CLAIM DURING THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.

15. Indemnification

The Client agrees to indemnify, defend, and hold harmless STL CodeScape and its owners, employees, and contractors from and against any claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) Client content or materials; (b) Client’s use of the Site or Services; (c) any breach of these Terms by the Client; or (d) Client’s violation of any applicable law or third‑party rights.

16. Termination

Either party may terminate a Project or engagement for material breach by the other party if such breach remains uncured thirty (30) days after written notice describing the breach.

The Company may suspend or terminate access to the Site or any ongoing work immediately if the Client fails to pay amounts due or engages in unlawful or abusive use of the Site or Services.

Upon termination, the Client will remain responsible for all fees incurred through the effective date of termination. Sections that by their nature should survive termination (including payment obligations, IP provisions, disclaimers, limitations of liability, and indemnification) shall so survive.

17. Use of Portfolio and Credits

Unless otherwise agreed in writing, the Client grants the Company permission to display the Client’s website, logo, and a description of the Project in the Company’s portfolio, case studies, and marketing materials, including on the Site and social channels.

The Company may include a discreet developer credit and link in the footer of the Client’s website, which the Client agrees not to remove without prior discussion, unless otherwise agreed.

18. Site Usage Rules

You agree not to misuse the Site, including by attempting to access restricted areas without authorization, introducing malicious code, scraping content without permission, or using the Site in any manner that could damage, disable, or impair its operation.

The Company reserves the right to restrict or terminate access to the Site for any user who violates these Terms or engages in abusive or unlawful behavior.

19. Privacy

The Company’s collection and use of personal information in connection with the Site and Services is governed by its Privacy Policy, which may be posted or updated separately on the Site. By using the Site or Services, you consent to such collection and use.

20. Governing Law and Dispute Resolution

These Terms and any dispute arising out of or relating to the Site, the Services, or any Project shall be governed by and construed in accordance with the laws of the State of Missouri, without regard to its conflict of laws principles.

The parties agree to attempt to resolve any dispute informally in good faith before pursuing formal legal action. Any legal action or proceeding shall be brought exclusively in the state or federal courts located in or serving St. Louis, Missouri, and the parties consent to the personal jurisdiction of such courts.

21. Changes to These Terms

STL CodeScape may revise or update these Terms of Service from time to time by posting the updated version on the Site with a revised effective date. Changes will apply prospectively from the date of posting.

Your continued use of the Site or Services after the updated Terms are posted constitutes your acceptance of the revised Terms.

22. Miscellaneous

These Terms, together with any applicable proposals, statements of work, and written agreements, constitute the entire agreement between you and STL CodeScape regarding the Site and Services and supersede all prior or contemporaneous understandings on that subject.

If any provision of these Terms is held to be invalid or unenforceable, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions will remain in full force and effect.

You may not assign or transfer your rights or obligations under these Terms without the prior written consent of STL CodeScape. The Company may assign its rights and obligations in connection with a merger, acquisition, or sale of assets.

23. Contact Information

If you have any questions about these Terms of Service or wish to discuss a Project, you may contact STL CodeScape via the contact methods provided on the Site:
https://stlcodescape.com/.