Terms of Service

1. Acceptance of terms

These Terms of Service ("Terms") form a binding agreement between you (an individual or the business you represent, "Client", "you") and CodeHive Inc. ("CodeHive", "we", "us"), a software engineering studio based in Nairobi, Kenya. By requesting a quote, signing a proposal, creating a client portal account, or using any hosting, domain or other service we provide, you agree to be bound by these Terms and by our Privacy Policy, which is incorporated by reference. Where a signed proposal, statement of work or master services agreement conflicts with these Terms, the signed document takes precedence for that engagement.

2. Definitions

• "Services" means any software development, design, hosting, domain, email, SSL, game server, licensing, reseller or related service offered by CodeHive.
• "Deliverables" means the specific code, designs, documents or other work product produced for a Client under an agreed scope.
• "Portal" means the CodeHive client dashboard used to track projects, invoices, tickets and messages.
• "Proposal" means a quote, scope document, statement of work or order form agreed between CodeHive and a Client.

3. Our services

CodeHive provides, among other things:

• Custom web, mobile, USSD, bulk SMS and AI-powered software development;
• Website design and e-commerce builds;
• Shared, WordPress, web-app, VPS and dedicated hosting;
• Domain registration and management, business email hosting and Microsoft 365 provisioning;
• SSL certificates, game server hosting, software licensing and reseller hosting; and
• Ongoing support and maintenance for delivered projects, where separately contracted.

The exact scope, timeline and price of any engagement is set out in a Proposal accepted by the Client before work begins, or, for hosting and infrastructure products, in the plan details shown at checkout or in the portal.

4. Accounts & the client portal

Portal access lets you track project progress, view and pay invoices, raise support tickets, and message our team. You are responsible for maintaining the confidentiality of your login credentials and for all activity under your account. Notify us immediately at the contact details in Section 19 if you suspect unauthorized access. We may suspend or terminate portal access that we reasonably believe is being used fraudulently, abusively, or in breach of these Terms.

5. Quotes, proposals & project scope

Quotes are valid for 30 days from issue unless stated otherwise, and do not constitute a binding commitment until a Proposal is accepted in writing (including by email or portal confirmation) and any required deposit is received. Work begins only after scope is agreed.

Requests that fall outside the agreed scope ("change requests") will be estimated separately and may affect the project timeline and price. We will always confirm cost and time impact with you before carrying out out-of-scope work.

6. Fees, invoicing & payment

• Pricing — fees are quoted in the currency shown on your Proposal or invoice (typically KES, TZS or USD) and exclude applicable taxes unless stated otherwise.
• Milestones & installments — project fees are typically billed in milestones or installments as set out on your invoice; each installment is due on the date stated, and partial payments are tracked against the invoice balance in your portal.
• Accepted payment methods — we accept M-Pesa, bank transfer, Pesapal (card/online) and, where agreed, cash, with each recorded payment reference visible on your invoice.
• Hosting & subscription fees — hosting, domain, email and licensing products are billed in advance on a recurring basis (monthly, annually, or as selected) and renew automatically unless cancelled before the renewal date.
• Late payment — invoices unpaid by their due date may accrue late fees where disclosed on the invoice, and we may pause active project work, place a hold on Deliverables, or suspend hosting/domain services until payment is received.
• Refunds — fees for work already performed are non-refundable. Hosting and subscription products are non-refundable once provisioned, except where required by law or expressly agreed in writing.

7. Hosting, domains & uptime

We aim to maintain high availability for hosting and infrastructure services and will publish planned maintenance windows and incident updates on our status page where applicable. Specific uptime commitments, if any, are set out in your hosting plan or a separately agreed service level agreement — absent such an agreement, hosting is provided on a reasonable-efforts basis without a guaranteed uptime percentage.

Domain registrations are subject to the policies of the relevant domain registry and registrar. You are responsible for keeping domain contact and renewal information current; we are not liable for a domain lapsing due to non-renewal or outdated contact details. We take routine backups of hosted infrastructure we manage directly, but recommend clients maintain their own independent backups of critical data.

8. Intellectual property

Upon full and final payment for a project, CodeHive assigns to the Client all intellectual property rights in the custom Deliverables created specifically for that engagement, except for:

• Pre-existing IP — frameworks, libraries, internal tools, templates and know-how CodeHive owned or licensed before the engagement, which remain our property and are licensed to the Client for use within the Deliverables;
• Third-party components — open-source or licensed software incorporated into the Deliverables, which remain subject to their own licenses; and
• Unpaid work — Deliverables for which payment is outstanding, over which we retain full rights until payment is received in full.

CodeHive may reference completed, publicly launched projects in our portfolio, case studies and marketing materials, unless the Client requests confidentiality in writing before or at project completion.

9. Client responsibilities

To help us deliver on time and on budget, you agree to:

• Provide timely feedback, content, credentials and approvals needed to progress the project;
• Ensure you have the right to provide any content, data, trademarks or materials you supply to us for use in the Deliverables;
• Keep account, billing and domain contact information accurate and current; and
• Use the portal and any delivered software in line with these Terms and applicable law.

Delays caused by outstanding Client feedback, content or approvals may extend the project timeline accordingly.

10. Acceptable use policy

You may not use our Services, hosting or portal to:

• Host or transmit unlawful, defamatory, fraudulent or infringing content;
• Distribute malware, conduct phishing, or attempt unauthorized access to any system;
• Send unsolicited bulk messages (spam) via SMS, USSD or email services provided by us;
• Engage in activity that threatens the stability, security or integrity of our infrastructure or that of other clients sharing our infrastructure; or
• Violate the intellectual property or privacy rights of any third party.

We may suspend or terminate Services immediately, without refund, for a serious or repeated breach of this policy, and reserve the right to report unlawful activity to the relevant authorities.

11. Warranties & disclaimers

We warrant that Services will be performed with reasonable skill and care, consistent with good industry practice. Except as expressly stated in a Proposal or these Terms, Services and Deliverables are provided "as is" and we disclaim all other warranties, express or implied, including fitness for a particular purpose, to the fullest extent permitted by law. We do not warrant that software will be entirely free of defects or that hosting will be uninterrupted or error-free.

12. Limitation of liability

To the fullest extent permitted by law, CodeHive's total liability arising out of or relating to an engagement — whether in contract, tort or otherwise — is limited to the total fees paid by the Client for the specific Service giving rise to the claim in the twelve (12) months preceding the event. We are not liable for indirect, incidental, special or consequential damages, including loss of profits, revenue, data or business opportunity, even if advised of the possibility of such damages. Nothing in these Terms limits liability that cannot lawfully be limited, including for fraud or gross negligence.

13. Confidentiality

Each party agrees to keep the other's non-public business, technical and project information confidential, and to use it only for the purposes of the engagement. This obligation survives termination of an engagement and continues for as long as the information remains confidential, but does not apply to information that is or becomes public through no fault of the receiving party, or that must be disclosed by law.

14. Term, suspension & termination

An engagement runs from acceptance of a Proposal until Deliverables are completed and accepted, or, for hosting and subscription Services, until cancelled by either party. Either party may terminate a project engagement for material breach not cured within 14 days of written notice. We may suspend the portal, hosting or other Services immediately for non-payment, suspected fraud, security risk, or breach of the Acceptable Use Policy. On termination, the Client remains liable for fees for work performed or Services provided up to the termination date, and CodeHive will make reasonable efforts to hand over completed, paid-for Deliverables.

15. Support & maintenance

Post-launch support and maintenance are provided under a separately agreed scope (for example, a support retainer or ticket-based arrangement) unless included in your Proposal. Support requests raised through the portal are triaged and responded to based on severity; specific response-time commitments, if any, are set out in your support agreement.

16. Force majeure

Neither party is liable for delay or failure to perform obligations under these Terms caused by events beyond its reasonable control, including natural disasters, power or internet infrastructure failures, government action, civil unrest, or failures of third-party providers we depend on to deliver the Services.

17. Governing law & dispute resolution

These Terms are governed by the laws of the Republic of Kenya. The parties will first attempt to resolve any dispute in good faith through direct negotiation between authorized representatives. If unresolved within 30 days, the dispute will be subject to the exclusive jurisdiction of the courts of Kenya, unless the parties agree in writing to refer the matter to arbitration.

18. Changes to these terms

We may update these Terms from time to time to reflect changes in our Services or legal requirements. Material changes will be reflected by an updated "Effective" date on this page, and where they affect an active engagement, we will notify you by email or through the portal. Continued use of our Services after changes take effect constitutes acceptance of the revised Terms; changes do not apply retroactively to a Proposal already accepted, except where required by law.

19. Contact us

Questions about these Terms can be directed to:

• admin@codehiveinc.com
• 🇰🇪 +254 741 649 050
• 🇹🇿 +255 782 551 407
• Nairobi, Kenya — Serving East Africa

See also our Privacy Policy for how we handle your data, or visit our contact page to reach us directly.