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Terms of Service

These terms explain how we work together. We've written them in plain language, because clear expectations make for better projects. If something isn't clear, ask us before you sign.

Last updated: [EFFECTIVE DATE]

1. Who we are

These terms are between you and [LEGAL NAME], [REGISTERED ADDRESS], North Macedonia, company registration number (EMBS) [EMBS], tax number (EDB) [EDB], [VAT LINE] ("CodeFellas", "we", "us"). You can reach us at contact@codefellas.net or [PHONE].

2. When these terms apply

These terms apply to every website, online shop, monthly plan and extra service we provide, and to the use of our website.

If we agree something different in a written proposal or contract signed by both of us, that document applies first, then these terms.

Many of our clients are businesses. If you are a consumer, meaning you are buying for yourself rather than for a business, you also have rights under consumer protection law that these terms cannot take away. Where these terms say "for business clients", that part does not apply to consumers.

3. Who can work with us

You must be at least 18 years old to use our forms or work with us. If you act for a business, you confirm that you are allowed to agree to these terms on its behalf.

4. Quotes and how an agreement starts

  • The prices on our website and in our offer builder are a starting point. They are not a binding offer.
  • After we talk, we send you a written proposal with the scope, price, timeline and plan.
  • A proposal is valid for 30 days.
  • Our agreement starts when you accept the proposal in writing (email is fine) and we receive the first payment.

5. Prices, taxes and other costs

  • Our prices. Our prices are shown in euros. Clients in North Macedonia may pay in denars at the National Bank of North Macedonia middle exchange rate on the invoice date. [VAT NOTE]
  • Clients outside North Macedonia. Prices don't include VAT, sales tax or similar taxes due in your country. Where the reverse-charge rules apply, you account for that tax yourself, and our invoice will say so.
  • Bank and currency costs. International payments are made in euros. You pay your own bank's transfer fees and any currency conversion, so we receive the full invoice amount.
  • No hidden fees. Everything you pay us is listed in your proposal. If something costs extra, we tell you and get your approval before we start.
  • Other providers' costs. Some things are paid to other companies, such as paid plugins, apps, platform subscriptions (for example Shopify) or email mailboxes. We always quote these before buying anything for you. Their prices are set by those companies and may change.
  • Changes to plan prices. We may change the price of a monthly or yearly plan. We will tell you at least 30 days in advance. If you don't agree, you can cancel before the new price applies.

6. Paying us

  • Websites: 50% when you accept the proposal, and 50% when the website is ready to launch. The website goes live once it is paid in full.
  • Custom work: paid in three parts: 40% at the start, 30% when we show you a working demo, and 30% at launch.
  • Monthly and yearly plans: paid in advance at the start of each period.
  • Invoices are due within 14 days, unless your invoice says otherwise.
  • Late payment. If an invoice is late, we'll send a friendly reminder first. For business clients, late invoices carry statutory default interest under the law of North Macedonia. If a plan invoice is still unpaid 30 days after its due date, and we have warned you in writing, we may pause the services covered by it until it is paid. For a website, this means showing a maintenance page. Nothing is deleted while a service is paused.

7. Payments and refunds

Our work is a service made specifically for you. Once we start, our time is booked and spent on your project. So, apart from the consumer right to withdraw described below:

  • The first payment reserves our time for your project and covers the work we start right away. Once work has begun, it is not refundable.
  • Payments for work already done are not refundable.
  • Plan periods already paid for are not refunded if you cancel part-way through. Your plan simply runs until the end of the period you paid for.
  • If we can't deliver what we agreed, we will first try to put it right at no extra cost. If we still can't, we'll refund the part you paid for that we did not deliver.

Your right to withdraw (consumers only). If you are a consumer and we agreed the contract at a distance, for example by email or online, you can withdraw from it within 14 days of the day we agreed it, without giving a reason. To withdraw, send us a clear statement by email or post. You can use the form in section 23, but you don't have to.

If you ask us to start work during those 14 days, you will pay for the work done up to the moment you tell us you are withdrawing. Once we have fully completed a service at your express request, and you have confirmed you understand this, the right to withdraw no longer applies to that service. If you withdraw in time, we refund any money owed back to you within 14 days, using the same payment method you used.

8. Your part

To deliver on time, we need your help:

  • Content. Send us your text, photos, logos and other materials within 2 weeks of the start, or by the date in your proposal. If materials arrive late, the timeline moves by the same amount of time.
  • Feedback. Give us feedback and approvals within the times we agree.
  • Your rights to materials. You confirm that you have the right to use everything you send us, and that it doesn't break any law or anyone else's rights. If someone makes a claim because of material you supplied, you are responsible for it.
  • Your legal duties. You are responsible for your own business information, prices, product claims and legal texts on your website, including your own privacy policy and terms. You are also responsible for making sure your website meets the laws of the countries where you do business, for example on consumer rights, cookies, accessibility (such as the European Accessibility Act or the Americans with Disabilities Act) and industry rules, unless your proposal says we will handle a specific requirement. We can help, but we don't give legal advice.
  • Projects that go quiet. If we can't reach you for 60 days during a project, we may close it. We'll warn you in writing first. We will invoice the work done up to that point, and we can restart the project later under a new quote.

9. Changes and revisions

Your proposal says how many rounds of changes are included. A round is one combined list of feedback. Extra rounds, and new ideas outside the agreed scope, are quoted in writing before we do them, and are charged at the hourly rate in your proposal.

10. Launch and acceptance

When the website is ready, we ask you to check it. It counts as accepted when you approve it, when it goes live at your request, or 7 days after we hand it to you for review if you haven't reported any problems by then.

11. Our promise and its limits

  • Bug fixes. For 30 days after launch, we fix free of charge anything that doesn't work as we agreed. This covers mistakes in our work. It doesn't cover new requests, changes you or others make, or problems caused by other companies' services.
  • What we can't promise. We work carefully to help your website do well, but nobody can guarantee search engine rankings, visitor numbers, sales or results on platforms we don't control, such as Google, Shopify or social networks. Those companies change their rules and systems without asking us.
  • No other promises. Apart from what these terms and your proposal say, and as far as the law allows, we make no other promises or warranties, whether stated or implied, including that the website will suit a particular purpose we haven't agreed in writing. This doesn't limit your rights as a consumer.
  • Response times. The reply times in our plans are working days (Monday to Friday, except public holidays in North Macedonia). They are our commitment for normal situations, not a guarantee for every case.

12. Monthly and yearly plans

  • Start and renewal. Plans start when your website launches, or on the date we agree. They renew automatically each month or year until you cancel.
  • Minimum terms. The Arrangement, The Family and Care Only have a minimum of 3 months. The Consigliere has a minimum of 6 months, because SEO usually takes several months to show results. Family Start has a minimum of 12 months.
  • Included hours are for the month they belong to. Unused hours don't carry over.
  • Yearly renewals. We send you a reminder at least 14 days before a yearly plan renews.
  • Cancelling. You can cancel by email, with 30 days' notice. Your plan ends 30 days after we receive your notice, or at the end of your minimum term if that is later. You pay for the plan until it ends. When a plan ends, we hand over your website files, a recent backup and your domain transfer code, as long as all invoices are paid.
  • Family Start. With Family Start you pay a small setup fee instead of the full website price, and you commit to The Family for 12 months. If you end it before 12 months, you pay the rest of the normal website price: the normal price, minus the setup fee, minus any part of your monthly payments that went toward the website. We'll tell you the exact amount before you decide. After 12 months, the website is fully yours.

13. Hosting

  • Availability. We aim to keep sites online at all times, but no hosting is free of interruptions. We may do planned maintenance, and we'll try to do it at quiet times.
  • Backups. We keep backups for 30 days. They are for recovering from problems, not a long-term archive, so please keep your own copies of important content.
  • Domains. Where possible, we register your domain in your name. While you're on a plan that includes it, we renew it for you.
  • Fair use. You may not use our hosting for anything illegal, for spam, for malware, for content that infringes others' rights, or in a way that puts our servers or other clients at risk. If that happens, we may suspend the affected service, and we'll tell you why.

14. Who owns what

  • Your website. Once you've paid in full, the finished website and the content made specifically for you belong to you. Until then, they belong to us.
  • Our tools. We keep ownership of our own tools, code libraries, templates, modules and know-how that existed before your project or that we use across projects. We give you a permanent, non-exclusive right to use them as part of your website.
  • Third-party components. Fonts, plugins and other components from other creators are used under their own licences. Some must be bought separately, and we'll tell you if so.
  • Your materials. You keep ownership of everything you send us. You give us permission to use it only to do the work.
  • Our portfolio. We may show the finished website in our portfolio and case studies. We'll never publish confidential information or your results without your permission. If you'd rather not appear, just tell us.

15. Confidentiality

We keep your business information confidential and use it only for your project. You do the same with our non-public information, such as our pricing in your proposal and our methods. This doesn't apply to information that is already public or that the law requires us to share.

16. Personal data

How we handle personal data about you is explained in our Privacy Policy.

Data on your website. When we host or maintain your website, we may handle personal data that belongs to you, such as messages from your website's forms or your customers' orders. For that data, you are the controller and we are your processor. We will:

  • only use it to provide our services and follow your written instructions;
  • keep it confidential and make sure anyone who works with it is bound to confidentiality;
  • protect it with appropriate security measures;
  • only use other providers (sub-processors) that offer the same protection, and tell you before we add a new one, so you can object;
  • help you respond to requests from people about their data, and with security and legal duties where we reasonably can;
  • tell you without undue delay if we become aware of a breach affecting your data;
  • delete or return the data when our work ends, unless the law requires us to keep it;
  • give you the information you need to check that we follow these rules.

Clients in the EU, EEA, UK or Switzerland. North Macedonia does not currently have an adequacy decision from the European Commission or the UK. When you send us personal data from those places, the European Commission's Standard Contractual Clauses (controller to processor, Module 2) apply to that transfer, together with the UK Addendum for UK data and the equivalent Swiss adjustments for Swiss data. They form part of our agreement, and we will sign them as a separate document whenever you ask. If the clauses conflict with these terms, the clauses win.

If you need a separate signed data processing agreement, ask us and we will sign one.

17. Liability

  • Nothing in these terms limits liability for intentional harm, gross negligence, death or personal injury, or anything else the law doesn't allow us to limit.
  • For business clients, our total liability for all claims connected to our work is limited to the amount you paid us in the 12 months before the claim. We are not liable for indirect losses, such as lost profits, lost revenue or lost data that could have been restored from your own backups.
  • If you are a consumer, you keep all the protections that consumer law gives you.

18. Things outside our control

Neither of us is responsible for delays caused by events we can't reasonably control, such as natural disasters, power or internet outages, cyber attacks or failures at a major provider. We'll keep each other informed and resume as soon as we can.

19. Ending our agreement

Either of us may end the agreement if the other seriously breaks these terms and doesn't fix the problem within 14 days of being told in writing. When the agreement ends, you pay for the work done up to that point, and we hand over everything you've paid for.

20. Reviews

We only publish reviews from clients we have actually worked with, and we check each one against our project records before it goes up. We never pay for reviews, offer discounts or gifts in exchange for them, or write them ourselves, and we don't hide critical ones. We may decline a review that contains personal attacks, other people's private information or illegal content. If you want your review removed, just ask.

21. Changes to these terms

We may update these terms. For existing monthly and yearly plans, we'll email you at least 30 days before a change that affects you. If you don't agree with it, you can cancel before it takes effect. Changes never apply to work you have already paid for.

22. Law and disputes

These terms are governed by the law of North Macedonia. If we disagree about something, we'll first try to sort it out by talking. If we can't, the competent courts in Skopje will decide. If you are a consumer, you also keep the protection of the mandatory consumer laws of the country where you live, and you can bring a claim in your local courts.

The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply to our agreements.

We don't work with people or businesses that are subject to sanctions by the United Nations, the European Union, the United Kingdom or the United States, and you confirm that you are not one of them.

If we provide these terms in more than one language, the Macedonian version applies to clients in North Macedonia, and the English version applies to everyone else.

23. Withdrawal form (consumers only)

You can copy this text into an email to contact@codefellas.net, or send it by post to the address above:

To [LEGAL NAME], [REGISTERED ADDRESS], contact@codefellas.net:
I hereby give notice that I withdraw from my contract for the following service: ____________
Agreed on: ____________
Name: ____________
Address: ____________
Date: ____________

24. Contact

[LEGAL NAME], [REGISTERED ADDRESS], North Macedonia
Email: contact@codefellas.net · Phone: [PHONE]