Terms of Service

1. Agreement to Terms

By accessing or using the website ruicodex.com (the "Website") operated by Rui Codex ("Company", "we", "us", "our"), a software engineering company registered in Brussels, Belgium, you ("User", "you", "your") agree to be bound by these Terms of Service ("Terms"). If you do not agree to all of these Terms, you must not access or use the Website or our services.

These Terms apply to all visitors, users, and others who access or use the Website, as well as to clients who engage our professional software development services under separate service agreements.

We reserve the right to modify these Terms at any time. Changes will be effective upon posting to this page with an updated "Last Updated" date. Your continued use of the Website after any modifications constitutes acceptance of the revised Terms.

2. Description of Services

Rui Codex provides enterprise software engineering services, including but not limited to:

• Custom software development and web application development
• ERP and CRM system integration
• B2B and B2C e-commerce platform development
• Enterprise mobile application development
• Cloud architecture design, migration, and DevOps services
• AI-powered business intelligence and data analytics solutions
• Software products including EveryTranslate (AI translation platform)
• Technical consulting, system audits, and technology roadmap planning

The specific scope, deliverables, timelines, and pricing for professional services are defined in separate project agreements, statements of work (SOW), or proposals between Rui Codex and the client.

3. Website Usage

3.1 Permitted Use

You may use our Website for lawful purposes only. You agree not to use the Website:

• In any way that violates any applicable local, national, or international law or regulation.
• To transmit, or procure the sending of, any unsolicited advertising or promotional material (spam).
• To impersonate or attempt to impersonate the Company, a Company employee, another user, or any other person or entity.
• To engage in any conduct that restricts or inhibits anyone's use or enjoyment of the Website.

3.2 Prohibited Activities

You are expressly prohibited from:

• Attempting to gain unauthorized access to any portion of the Website, other accounts, computer systems, or networks connected to the Website through hacking, password mining, or any other means.
• Using any robot, spider, scraper, or other automated means to access the Website for any purpose without our express written permission.
• Introducing viruses, trojans, worms, logic bombs, or other malicious material.
• Reverse engineering, decompiling, disassembling, or otherwise attempting to discover the source code of the Website.
• Interfering with or disrupting the integrity or performance of the Website or the data contained therein.
• Engaging in any form of DDoS attacks, load testing, or stress testing without prior written authorization.

3.3 Account Security

If you are provided with login credentials (e.g., for an admin panel or client portal), you are responsible for maintaining the confidentiality of your account and password. You agree to accept responsibility for all activities that occur under your account.

4. Intellectual Property Rights

4.1 Website Content

Unless otherwise indicated, the Website and all content, features, and functionality — including but not limited to text, graphics, logos, icons, images, audio, video, software, and code — are the exclusive property of Rui Codex and are protected by international copyright, trademark, patent, trade secret, and other intellectual property laws.

4.2 Trademarks

"Rui Codex", the Rui Codex logo, "EveryTranslate", and all related names, logos, product and service names, designs, and slogans are trademarks of Rui Codex. You must not use such marks without our prior written permission.

4.3 Client Project Deliverables

Intellectual property rights for custom software developed under a client project agreement are governed by the terms of that specific agreement. Unless otherwise stated in the project agreement:

• Upon full payment, the client receives a non-exclusive, perpetual license to use the delivered software.
• Rui Codex retains ownership of proprietary frameworks, libraries, tools, and reusable components developed before or independently of the project ("Pre-existing IP").
• Custom code written specifically for the client project is assigned to the client upon full payment, unless otherwise specified.
• Rui Codex reserves the right to use general knowledge, skills, techniques, and experience gained during the project for other engagements.

4.4 User Content

By submitting any content through the Website (e.g., contact form messages, project descriptions), you grant Rui Codex a non-exclusive right to use that content solely for the purpose of responding to your inquiry and providing our services.

5. Professional Services Terms

5.1 Proposals and Agreements

All project proposals provided by Rui Codex are estimates and are valid for 30 days unless otherwise stated. A project does not commence until both parties have agreed to the scope, timeline, and pricing in a written agreement (SOW, contract, or confirmed proposal).

5.2 Payment Terms

• Payment schedules are defined in the project agreement. Typical terms include milestone-based or monthly invoicing.
• Invoices are payable within 30 days of issuance unless otherwise agreed.
• Late payments may incur interest at the rate of 1.5% per month or the maximum rate permitted by Belgian law, whichever is lower.
• Rui Codex reserves the right to suspend work on any project with overdue payments exceeding 15 days.

5.3 Project Changes

Changes to the agreed scope of work require a written change request. Additional work resulting from scope changes may affect timelines and costs, which will be communicated and agreed upon before implementation.

5.4 Client Responsibilities

The client agrees to:

• Provide timely feedback, approvals, and necessary access to systems and data.
• Designate an authorized contact person for project communications.
• Ensure the accuracy and legality of all content, data, and materials provided to Rui Codex.
• Maintain adequate backups of their existing systems and data before any migration or integration work.

5.5 Warranties

Rui Codex warrants that:

• All services will be performed in a professional and workmanlike manner consistent with industry standards.
• Delivered software will substantially conform to the agreed specifications for a period of 90 days after delivery ("Warranty Period").
• During the Warranty Period, Rui Codex will correct any defects at no additional cost, provided the defect is attributable to our work and not to client modifications, third-party software, or environmental changes.

5.6 Termination

• Either party may terminate a project agreement with 30 days written notice.
• In case of termination, the client shall pay for all work completed up to the termination date.
• Rui Codex will deliver all completed work and documentation upon receipt of outstanding payments.
• Either party may terminate immediately if the other party materially breaches the agreement and fails to cure such breach within 15 days of written notice.

6. Confidentiality

Both parties agree to maintain the confidentiality of any proprietary or confidential information received from the other party during the course of business. Confidential information includes but is not limited to:

• Business strategies, plans, and financial information
• Technical specifications, source code, and system architecture
• Customer data and trade secrets
• Pricing and proposal details

This confidentiality obligation survives the termination of any agreement for a period of 5 years, unless the information becomes publicly available through no fault of the receiving party.

7. Limitation of Liability

7.1 Website Disclaimer

THE WEBSITE AND ITS CONTENT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

7.2 Limitation

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

• Rui Codex shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, business opportunities, or goodwill, regardless of the cause of action.
• Rui Codex's total aggregate liability for any claims arising from or related to these Terms or the Website shall not exceed the amount paid by you to Rui Codex in the twelve (12) months preceding the claim, or €500, whichever is greater.
• For professional services, liability is limited as specified in the applicable project agreement, but shall in no event exceed the total fees paid under that specific project agreement.

7.3 Exclusions

Nothing in these Terms shall exclude or limit liability for:

• Death or personal injury caused by negligence
• Fraud or fraudulent misrepresentation
• Any liability that cannot be excluded or limited under applicable Belgian or EU law

8. Indemnification

You agree to defend, indemnify, and hold harmless Rui Codex, its officers, directors, employees, agents, and affiliates from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or in any way connected with:

• Your access to or use of the Website in violation of these Terms
• Your violation of any applicable law or regulation
• Your violation of any rights of a third party
• Any content or materials you submit through the Website that infringe upon intellectual property rights

9. Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations where such failure or delay results from events beyond the party's reasonable control, including but not limited to: natural disasters, wars, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, epidemics or pandemics, strikes, shortages of transportation, facilities, fuel, energy, labor, or materials, or failures of telecommunications or information systems infrastructure.

10. Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of Belgium, without regard to its conflict of law provisions. Any disputes arising from or related to these Terms shall be subject to the exclusive jurisdiction of the courts of Brussels, Belgium.

For EU consumers: You may also be entitled to use the European Commission's Online Dispute Resolution platform at https://ec.europa.eu/consumers/odr.

11. Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall continue in full force and effect.

12. Entire Agreement

These Terms, together with our Privacy Policy and any separate project agreements, constitute the entire agreement between you and Rui Codex regarding the use of the Website and supersede all prior agreements, representations, and understandings.

13. Contact Information

For any questions or concerns regarding these Terms of Service, please contact us: