Terms & Conditions

If you do not agree with these Terms Conditions, you must not use the website or engage Kodenzah for services.

1. About Kodenzah

Kodenzah provides technology and business services that may include IT consulting, web and app development, custom software development, AI solutions, data and automation services, cybersecurity, cloud services, sales and marketing technology, managed support, system integration, maintenance, and related professional services.

The specific services provided to a client will be described in an approved quotation, proposal, order form, statement of work, service agreement, or other written agreement (“Project Agreement”). If there is a conflict between these Terms Conditions and a signed Project Agreement, the signed Project Agreement will prevail to the extent of the conflict.

2. Definitions

For these Terms Conditions:

• Client, “you,” or “your” means the person, company, organization, or entity purchasing or using Kodenzah’s services.
• Deliverables means the agreed websites, applications, software, designs, documents, reports, configurations, integrations, content, code, documentation, or other work products identified in a Project Agreement.
• Client Materials means all information, data, text, images, documents, software, credentials, trademarks, content, systems, and other materials supplied or authorized by the Client.
• Third-Party Services means software, hosting, cloud platforms, APIs, payment services, plugins, libraries, model providers, advertising platforms, domain registrars, communication tools, or other services controlled by a third party.
• Confidential Information means non-public information disclosed by one party to the other that is identified as confidential or should reasonably be understood to be confidential.
• Intellectual Property Rights means copyright, database rights, trademarks, patents, design rights, trade secrets, know-how, domain rights, and other intellectual property rights recognized in any jurisdiction.

3. Website use

You may use the website only for lawful purposes and in accordance with these Terms Conditions. You must not misuse the website, attempt to gain unauthorized access, interfere with its operation, introduce malicious code, scrape or copy its content without permission, impersonate another person or organization, or use the website to violate any applicable law or regulation.

We may update, suspend, restrict, or withdraw any part of the website without notice where reasonably necessary for maintenance, security, legal, operational, or business reasons. We do not guarantee that the website will always be available, uninterrupted, error-free, or compatible with every device or browser.

Information on the website is provided for general informational purposes. It is not a substitute for a formal proposal, technical assessment, security review, legal advice, financial advice, or a signed Project Agreement.

4. Services and project scope

Kodenzah will provide the services described in the relevant Project Agreement. Any services, features, integrations, platforms, timelines, milestones, support commitments, assumptions, exclusions, and acceptance criteria will be governed by that Project Agreement.

Requests outside the agreed scope may require a change request, revised quotation, additional fee, revised timeline, or new Project Agreement. Kodenzah is not required to begin out-of-scope work until the Client has approved the relevant change in writing.

Unless expressly stated otherwise, estimates, examples, demonstrations, mock-ups, concepts, feature suggestions, and projected timelines are indicative and do not constitute a guarantee that a particular result, revenue level, ranking, security outcome, automation rate, cost saving, response time, or business performance will be achieved.

5. Proposals, quotations, and acceptance

A quotation or proposal is valid for the period stated in it. If no validity period is stated, it will remain open for acceptance for [30] days from its date, subject to availability and revision by Kodenzah.

A Project Agreement becomes binding when the Client signs it, confirms acceptance by email, pays an initial amount, provides written authorization to proceed, or otherwise instructs Kodenzah to begin work.

A proposal is based on the information available to Kodenzah at the time it is prepared. If material requirements, assumptions, dependencies, systems, data, access conditions, or project circumstances change, Kodenzah may revise the scope, fees, or timeline.

6. Client responsibilities

The Client agrees to:

1. provide accurate, complete, and timely information, requirements, content, materials, decisions, approvals, access, credentials, technical details, and feedback;
2. appoint an authorized contact who can make or obtain decisions for the Client;
3. ensure that Client Materials and instructions do not infringe the rights of any person or entity;
4. obtain all necessary permissions, licenses, consents, notices, and authorizations for the processing, use, transfer, or publication of Client Materials;
5. maintain suitable backups of Client systems and data unless backup services are expressly included in the Project Agreement;
6. review and approve deliverables, content, configurations, security decisions, integrations, and production releases within the agreed review period; and
7. ensure that its staff, contractors, users, and suppliers cooperate reasonably with Kodenzah.

Delays caused by missing information, unavailable access, late feedback, delayed approvals, changes in requirements, third-party services, or other Client dependencies may extend the timeline and may result in additional charges.

7. Fees and payment

Fees, taxes, expenses, payment milestones, deposits, recurring charges, and payment methods will be stated in the applicable Project Agreement or invoice.

Unless otherwise agreed in writing:

• invoices are payable within [15/30] days of the invoice date;
• applicable taxes, duties, licensing charges, hosting charges, platform fees, and third-party costs are payable by the Client in addition to Kodenzah’s fees;
• work may be paused if an undisputed invoice becomes overdue;
• Kodenzah may charge reasonable interest or recovery costs to the extent permitted by applicable law; and
• payment obligations are not dependent on the Client achieving a particular business result unless the Project Agreement expressly states otherwise.

The Client must notify Kodenzah in writing of any genuine invoice dispute within [7/14] days of receiving the invoice and must pay any undisputed portion on time.

8. Expenses and third-party costs

The Client is responsible for approved expenses reasonably incurred in delivering the services, including travel, accommodation, specialist tools, licenses, hosting, domains, cloud resources, paid APIs, advertising expenditure, stock assets, subscriptions, app-store fees, payment processing charges, and other third-party costs.

Unless expressly included in the Project Agreement, Kodenzah is not responsible for the ongoing cost, renewal, availability, pricing, terms, or performance of Third-Party Services.

9. Change requests

A change request may be required where the Client asks for a new feature, revised functionality, additional content, new integration, altered design, additional platform, expanded support, changed acceptance criteria, or work that falls outside the agreed scope.

Kodenzah will explain the expected effect of a material change on scope, fees, dependencies, and timeline. The change will take effect only after written approval, unless the parties agree otherwise.

Minor adjustments that do not materially affect the agreed scope may be included at Kodenzah’s discretion. Repeated revisions, delayed feedback, or material changes may be treated as chargeable additional work.

10. Timelines, dependencies, and delivery

Any delivery date is an estimate unless the Project Agreement expressly identifies it as a firm deadline. Timelines depend on the timely cooperation of the Client and the availability and performance of Third-Party Services.

Kodenzah is not responsible for delay caused by events outside its reasonable control, including Client delay, unavailable systems, inaccurate information, third-party outages, platform changes, supplier delays, security incidents, internet failures, labor disputes, government action, natural events, or other force majeure circumstances.

Where appropriate, work may be delivered in stages. A stage may be considered accepted when the Client approves it in writing, uses it in production, does not report a material non-conformity within the agreed review period, or fails to provide specific written feedback within that period.

11. Testing and acceptance

The Client is responsible for reviewing deliverables against the agreed requirements and acceptance criteria. The Client must report material defects or non-conformities in reasonable detail within [10] business days of delivery or within the review period specified in the Project Agreement.

Kodenzah will use reasonable efforts to correct verified defects that cause a deliverable not to materially conform to the agreed requirements. This obligation does not cover issues caused by Client Materials, unauthorized changes, misuse, unsupported environments, Third-Party Services, changes in requirements, or circumstances outside Kodenzah’s control.

12. Intellectual property

Each party retains ownership of the Intellectual Property Rights it owned before the project began. Kodenzah retains ownership of its pre-existing materials, reusable components, frameworks, libraries, templates, methods, processes, know-how, tools, generic code, concepts, and development techniques (“Kodenzah Materials”).

Subject to full payment of all amounts due, Kodenzah grants or assigns to the Client the rights in the final Deliverables specifically identified for transfer in the Project Agreement. If the Project Agreement does not state otherwise, the Client receives a non-exclusive, perpetual, worldwide license to use the final Deliverables for its internal business and intended commercial purposes.

The Client grants Kodenzah a non-exclusive, worldwide, royalty-free license to use Client Materials only as necessary to provide the services. The Client warrants that it has the rights and permissions required for Kodenzah to use those materials.

Third-Party Services and open-source components remain subject to their own licenses and terms. The Client agrees to comply with those terms. Kodenzah will not transfer ownership of third-party materials that it does not own.

13. Confidentiality

Each party must protect the other party’s Confidential Information using reasonable care and must use it only for the purposes of the relevant business relationship.

Confidentiality obligations do not apply to information that is publicly available without breach, was already lawfully known, is independently developed without use of Confidential Information, is lawfully received from a third party, or must be disclosed by law or a competent authority.

A party may disclose Confidential Information to its employees, professional advisers, contractors, and suppliers who need to know it and are subject to appropriate confidentiality obligations. These obligations will continue for [three/five] years after the relationship ends, or for as long as the information remains a trade secret to the extent required by applicable law.

14. Data protection and personal information

Each party must comply with applicable data-protection and privacy laws in connection with personal information processed under a Project Agreement.

The Client is responsible for determining the lawful basis for processing personal information, providing required notices, obtaining necessary consents, responding to data-subject rights, and giving Kodenzah lawful instructions. The Client must not provide personal information to Kodenzah unless the Client is authorized to do so.

Where Kodenzah processes personal information on the Client’s behalf, the parties should enter into a separate data-processing agreement where required by law. The parties should also agree on security measures, retention, deletion, sub-processors, international transfers, breach notification, and assistance obligations where relevant.

The Kodenzah privacy notice, available at [Privacy Policy URL], explains how personal information collected through the website is handled.

15. AI services and AI-generated output

Where services include artificial intelligence, machine learning, generative AI, automated analysis, recommendations, classification, content generation, or related functionality, the Client acknowledges that AI output may be incomplete, inaccurate, inconsistent, biased, or unsuitable for a particular purpose.

The Client is responsible for reviewing AI-generated or AI-assisted output before relying on it, publishing it, sending it to a person, making an important decision, or using it in a regulated or sensitive context. AI output must not be treated as legal, medical, financial, employment, safety, or other professional advice unless independently verified by a qualified professional.

The Client must not use AI services to process confidential or personal information in a way that is inconsistent with the Project Agreement, applicable law, the relevant platform terms, or the agreed security arrangements.

Unless expressly agreed in writing, Kodenzah does not guarantee a particular level of AI accuracy, availability, explainability, originality, response time, cost reduction, automation rate, or business outcome. AI systems may change as model providers, data, platforms, policies, or technical conditions change.

16. Cybersecurity and cloud services

Kodenzah may provide security advice, cloud configuration, infrastructure support, monitoring, backup planning, migration assistance, access controls, or related services as described in the Project Agreement.

No security service can eliminate all risks. The Client remains responsible for maintaining appropriate internal controls, user awareness, credentials, devices, policies, backups, approvals, and business-continuity arrangements unless the Project Agreement expressly assigns a responsibility to Kodenzah.

The Client must not share passwords through insecure channels and must promptly notify Kodenzah of suspected unauthorized access, compromise, loss of credentials, or security incident relating to services provided by Kodenzah.

Backup, disaster recovery, monitoring, availability, recovery-point, and recovery-time commitments apply only where expressly included in the Project Agreement.

17. Software, hosting, domains, and Third-Party Services

Websites, applications, integrations, cloud environments, hosting providers, domain registrars, payment gateways, app stores, communication services, APIs, plugins, libraries, model providers, analytics platforms, advertising platforms, and other Third-Party Services may be subject to separate terms, fees, technical limitations, outages, policy changes, or discontinuation.

Kodenzah may recommend or configure Third-Party Services but does not control them and is not responsible for their independent acts, omissions, availability, security, pricing, data practices, or performance. The Client is responsible for reviewing and accepting the applicable third-party terms.

The Client is responsible for renewing domains, subscriptions, licenses, hosting, certificates, accounts, and other services registered in the Client’s name unless the Project Agreement states otherwise.

18. Warranties and disclaimers

Each party warrants that it has authority to enter into the applicable Project Agreement.

Kodenzah warrants that it will perform the services with reasonable skill and care consistent with generally accepted professional practice. The Client’s exclusive remedy for a material failure to meet this warranty is, at Kodenzah’s option, re-performance of the affected service or a refund of the portion of fees paid for the affected service, subject to the Project Agreement and applicable law.

Except as expressly stated in writing, the website and services are provided without warranties of uninterrupted availability, suitability for a particular purpose, non-infringement, error-free operation, guaranteed security, guaranteed search ranking, guaranteed revenue, guaranteed lead volume, guaranteed customer satisfaction, or any particular commercial result, to the maximum extent permitted by law.

19. Limitation of liability

To the maximum extent permitted by applicable law, Kodenzah will not be liable for indirect, incidental, special, exemplary, punitive, or consequential loss, or for loss of profits, revenue, contracts, opportunities, goodwill, anticipated savings, data, or business interruption.

Subject to the exceptions below, Kodenzah’s total aggregate liability arising out of or relating to a Project Agreement or these Terms Conditions will not exceed the total fees paid or payable by the Client to Kodenzah for the specific services giving rise to the claim during the [six/twelve] months before the event giving rise to liability.

Nothing in these Terms Conditions excludes or limits liability that cannot lawfully be excluded or limited, including liability for fraud, fraudulent misrepresentation, death or personal injury caused by negligence, or other mandatory statutory liability.

The Client must bring a claim within the period permitted by applicable law, and in any event within [12/24] months after becoming aware of the facts giving rise to the claim, unless a longer period is mandatory.

20. Indemnification

The Client will defend, indemnify, and hold harmless Kodenzah and its personnel from third-party claims, losses, damages, costs, and reasonable legal fees arising from or related to:

1. Client Materials or instructions that infringe a third party’s rights;
2. the Client’s breach of these Terms Conditions or a Project Agreement;
3. the Client’s unlawful, unauthorized, or unsafe use of the services;
4. the Client’s failure to obtain required permissions or consents; or
5. the Client’s use of AI output, software, content, data, or Deliverables contrary to the agreed purpose or applicable law.

The indemnified party must provide reasonable notice of a claim and reasonable cooperation. The indemnifying party must not settle a claim in a way that admits fault or imposes an obligation on the indemnified party without its consent, not to be unreasonably withheld.

21. Suspension of services

Kodenzah may suspend access to services or pause work where reasonably necessary because of overdue invoices, security risk, unlawful activity, misuse, unavailable Client cooperation, a material breach, a serious risk to systems or data, or a requirement imposed by a third party or authority.

Where practical, Kodenzah will provide notice and an opportunity to remedy the issue. Suspension does not remove the Client’s obligation to pay amounts already due or unavoidable committed costs.

22. Termination and cancellation

Either party may terminate a Project Agreement in accordance with its terms. If no termination terms are specified, either party may terminate for convenience by giving [30] days’ written notice.

Either party may terminate for material breach if the breach is not remedied within [14] days after written notice, or immediately where the breach cannot reasonably be remedied, payment insolvency occurs, continued performance would be unlawful, or there is a serious security or confidentiality risk.

On termination:

• the Client must pay for all services performed, approved expenses, committed third-party costs, and non-cancellable work up to the termination date;
• Kodenzah will provide completed Deliverables for which the Client has paid, subject to applicable licenses and technical conditions;
• each party must return or securely delete the other party’s Confidential Information where reasonably practicable, subject to legal, backup, or record-keeping requirements; and
• provisions intended to survive termination, including payment, intellectual property, confidentiality, liability, indemnification, dispute resolution, and applicable law, will continue.

23. Non-solicitation

During the engagement and for [12] months after it ends, neither party will knowingly solicit for employment a member of the other party’s personnel who was materially involved in the services, except through general advertising or where the other party provides written consent. This clause applies only to the extent permitted by applicable law.

24. Publicity and portfolio use

Kodenzah will not publish the Client’s name, logo, project details, screenshots, results, testimonials, or case study without the Client’s prior written approval, unless the Project Agreement expressly permits it.

The Client may request confidentiality for projects, products, systems, and deliverables. Kodenzah may refer to anonymized capabilities or general project categories only where doing so does not identify the Client or disclose Confidential Information.

25. Force majeure

Neither party will be liable for delay or failure caused by circumstances beyond its reasonable control, including natural disasters, war, civil unrest, government action, epidemic, labor dispute, telecommunications failure, power failure, cyberattack, cloud outage, platform discontinuation, supply-chain disruption, or failure of a Third-Party Service.

The affected party will use reasonable efforts to notify the other party and resume performance when reasonably possible. If the event continues for more than [60] days, either party may discuss an orderly termination of the affected services.

26. Dispute resolution

The parties will first attempt in good faith to resolve any dispute through discussion between authorized representatives. If the dispute is not resolved within [30] days, the parties may refer it to mediation, arbitration, or the courts as specified below.

Before starting formal proceedings, a party must provide written notice describing the dispute and the remedy sought, unless urgent relief is required to protect confidential information, intellectual property, systems, data, or other legal rights.

27. Governing law and jurisdiction

These Terms Conditions and any dispute arising from them are governed by the laws of [Country/State/Province], without regard to conflict-of-law principles.

The courts located in [City, Country/State] will have exclusive jurisdiction, unless the applicable Project Agreement provides for arbitration or another dispute-resolution mechanism.

28. Notices

Formal notices must be sent in writing to the addresses below, or to any replacement address notified in writing:

Kodenzah / Legal Company Name: [Address]
Email: [Legal or official email address]
Client: The address and email stated in the relevant Project Agreement.

An email notice is treated as received when no delivery-failure message is returned, subject to applicable law and the parties’ ability to prove receipt.

29. Assignment and subcontracting

The Client may not assign or transfer its rights or obligations under a Project Agreement without Kodenzah’s prior written consent, except as part of a merger or sale of substantially all of its business where the assignee agrees to be bound by the applicable terms.

Kodenzah may use employees, affiliates, contractors, or specialist suppliers to perform parts of the services, while remaining responsible for managing the contracted services in accordance with the Project Agreement.

30. Entire agreement and order of precedence

These Terms Conditions, together with the applicable Project Agreement, quotation, statement of work, order form, data-processing agreement, support agreement, and any documents expressly incorporated into them, form the entire agreement between the parties regarding the relevant services.

Any amendment must be in writing and approved by authorized representatives. A waiver is effective only for the specific instance for which it is given. If any provision is found invalid or unenforceable, the remaining provisions will continue in effect and the invalid provision will be modified to the minimum extent necessary to make it enforceable where permitted by law.

31. No partnership or agency

Nothing in these Terms Conditions creates a partnership, employment relationship, fiduciary relationship, joint venture, or agency relationship between Kodenzah and the Client. Neither party may bind the other or make commitments on the other party’s behalf without written authority.

32. Updates to website terms

Kodenzah may update these website Terms Conditions from time to time. The updated version will be posted on this page with a revised “Last updated” date. Changes to a signed Project Agreement require written agreement between the parties unless the Project Agreement states otherwise.