CODEFY ERP SERVICE TERMS

Version: 1.0
Effective Date: 1st August 2025
These Codefy ERP Service Terms, the “ERP Service Terms”, govern access to and use of Codefy ERP and its associated applications, modules, portals, integrations, transportation functionality, tracking functionality, artificial intelligence functionality and related services.
These ERP Service Terms supplement and form part of the Codefy Hub Terms of Service, the “General Terms”.
Capitalized terms not defined in these ERP Service Terms have the meanings assigned to them in the General Terms.
If there is a conflict between these ERP Service Terms and the General Terms concerning functionality or services specifically provided through Codefy ERP, these ERP Service Terms shall prevail with respect to that subject matter.
An applicable Order Form, Statement of Work, Developer Version License, Data Processing Addendum, or other expressly negotiated written agreement may supplement or modify these ERP Service Terms.

1. Codefy ERP

Codefy ERP is a configurable enterprise software platform provided by Codefy Hub.
Depending on the Customer's subscription, configuration and enabled modules, Codefy ERP may provide functionality relating to business operations, finance, accounting, human resources, procurement, inventory, customer management, supplier management, workflow automation, artificial intelligence, reporting, document processing, transportation management, fleet operations, employee transportation, student transportation, portals, mobile applications, tracking, telematics and other business processes.
Not every module or feature is included in every subscription.
Availability may depend on the Customer's plan, purchased modules, implementation, configuration, geographic availability, third party services and technical requirements.

2. Relationship to the General Terms

The General Terms continue to govern matters including intellectual property ownership, general software licensing, confidentiality, security, payment obligations, suspension, termination, limitation of liability and other general contractual matters unless expressly supplemented by these ERP Service Terms.
Nothing in these ERP Service Terms should be interpreted as transferring ownership of Codefy ERP or Codefy technology to the Customer.

3. ERP License

Codefy ERP is licensed, not sold.
Subject to the Agreement and payment of applicable fees, Codefy grants the Customer the rights specified in its applicable subscription or Order Form to access and use Codefy ERP for authorized business purposes.
Payment for a subscription, implementation, configuration, customization, training, support, consulting, integration or other professional services does not constitute a purchase of Codefy ERP or an assignment of Codefy intellectual property.
Source code, development rights, self hosting rights, redistribution rights or broader technical rights are available only where expressly granted under an applicable Developer Version License or another signed written agreement.

4. Codefy ERP Intellectual Property

Codefy retains all right, title and interest in Codefy ERP and all related Codefy technology, including, to the extent protected by applicable law, its source code, object code, software implementations, product architecture, user interface systems, data structures, database architecture, modules, APIs, connectors, workflow systems, automation engines, reporting systems, models, configurable systems, software components, documentation, technical processes, proprietary implementations, reusable functionality, improvements, updates, know how and trade secrets.
Where a Customer requests, finances or proposes a new ERP feature, workflow, module, integration or improvement, such request or payment does not by itself transfer ownership of that functionality to the Customer.
Unless otherwise expressly agreed in a signed Intellectual Property Assignment, Codefy may continue to develop, improve, license and provide its platform and generalized functionality to other customers.
Egyptian intellectual property legislation expressly recognizes computer programs and databases as protected works.

5. Customer Specific Configurations

A Customer may configure Codefy ERP according to its own organizational requirements.
Customer specific configuration may include organizational structures, approval hierarchies, workflow rules, forms, transportation policies, reporting structures, accounting settings, employee structures, routes, schedules, notifications and automation rules.
The Customer retains its rights in Customer supplied information and Customer proprietary materials.
Codefy retains all rights in the underlying technology that enables configuration.
For example, a Customer may determine its specific approval process, but the workflow engine that executes configurable approval processes remains Codefy technology.

6. Customer Data

As between Codefy and the Customer, the Customer retains its rights in Customer Data.
Depending on enabled modules, Customer Data may include information relating to employees, students, parents, guardians, drivers, riders, suppliers, transport providers, customers, contractors, vehicles, financial operations, invoices, expenses, attendance, payroll related records, projects, trips, routes, documents, operational records and other information submitted to the Services.
The Customer determines what Customer Data it enters or causes to be processed through Codefy ERP.
Where Codefy processes personal data on behalf of the Customer, the applicable Data Processing Addendum governs that processing.

7. Customer Responsibility for Data

The Customer is responsible for ensuring that Customer Data is collected, entered, disclosed and processed lawfully.
The Customer is responsible for ensuring that it has appropriate authority, legal basis, notices and consents where required to process information relating to its users and other individuals.
This responsibility may include employees, students, guardians, drivers, contractors, suppliers, customers and transportation participants.
Nothing in this section eliminates Codefy's own obligations under applicable privacy or data protection law.

8. Administrative Users

Customer administrators may have extensive control over Codefy ERP.
Administrative functionality may include creating users, assigning permissions, enabling modules, establishing workflows, managing transportation settings, enabling integrations, configuring automations, accessing reports and managing Customer Data.
The Customer is responsible for choosing appropriate administrators and managing administrative access.
Customer should regularly review account permissions and promptly remove access when it is no longer required.

9. Accuracy of ERP Information

Codefy ERP produces reports, calculations, dashboards, workflows and operational results based on information supplied to the system and its configuration.
Customer is responsible for reviewing the accuracy and completeness of material information before relying upon it.
Codefy is not responsible for inaccurate outputs caused solely by inaccurate, incomplete or outdated Customer Data, incorrect Customer configuration or unauthorized changes made by Customer users.

10. Financial and Accounting Features

Codefy ERP may support accounting, financial administration, expenses, invoices, procurement, financial reporting and related functions.
These functions are software tools.
Providing them does not make Codefy the Customer's accountant, auditor, tax adviser, financial adviser or legal adviser.
The Customer remains responsible for its accounting policies, tax treatment, regulatory filings, financial statements, audits and professional judgments.

11. Human Resources Features

Codefy ERP may process employee information and support human resources activities.
The Customer remains responsible for employment decisions, compensation, payroll decisions, attendance policies, disciplinary actions, benefits, employment monitoring and compliance with applicable employment requirements.
Providing HR technology does not make Codefy the employer or joint employer of the Customer's personnel.

12. Automation

Codefy ERP may allow Customers to configure automated processes.
These may include approvals, calculations, notifications, document processing, record creation, data updates, communications, workflow progression and other actions.
The Customer is responsible for testing and reviewing Customer configured automation and for determining whether it is appropriate for the relevant business process.
The Customer should maintain appropriate human review where required by law or appropriate to the significance of the decision involved.

13. Artificial Intelligence

Codefy ERP may include artificial intelligence enabled functionality.
AI features may assist with analysis, search, summarization, document processing, classification, recommendations, content generation, workflow automation or other functions.
AI functionality may use Codefy technology and authorized third party artificial intelligence providers.
AI output may contain mistakes, omissions or unexpected results.
The Customer must apply appropriate human judgment before relying upon AI output for material decisions.
Unless specifically designed and contractually approved for such purpose, AI output should not be treated as the sole basis for decisions concerning legal rights, employment, financial obligations, safety, student welfare, transportation safety or similarly significant matters.
AI functionality does not transfer responsibility for the Customer's business decisions to Codefy.

14. Third Party AI Providers

Where Codefy uses a third party AI provider to provide an enabled Codefy ERP feature, personal data or Customer Data shall be handled according to the applicable Data Processing Addendum and Codefy's Subprocessors and Technology Providers list where relevant.
Codefy may modify or replace AI technology providers where reasonably necessary for security, availability, functionality, regulatory compliance, commercial sustainability or product development.

15. Transportation Management

Codefy ERP may provide transportation management functionality for enterprises, schools, transportation providers and other organizations.
Such functionality may include routes, stops, schedules, trips, projects, drivers, vehicles, riders, attendance, suppliers, transport providers, dispatching, pricing, notifications, tracking, telematics, fleet monitoring and operational reporting.
Codefy provides technology supporting these activities.
Except where expressly agreed otherwise in writing, Codefy does not itself provide physical passenger transportation services.

16. Transportation Roles

For purposes of these ERP Service Terms:
Transport Provider means any company, organization, individual or other party providing or arranging physical transportation.
Driver means an individual physically operating a vehicle.
Rider means an employee, student or other passenger.
Guardian means a parent, guardian or other person authorized to access student transportation information.
School means a school, educational institution or similar organization using Codefy ERP in connection with student transportation.
Enterprise means an organization using Codefy ERP in connection with employee or other transportation.
Codefy remains the software and technology provider unless a separately executed agreement expressly provides otherwise.

17. Codefy Is Not the Transport Operator

Codefy is not a passenger carrier, vehicle operator, transportation company, taxi provider, school bus operator or employer of Customer drivers solely because Codefy ERP is used to organize or monitor transportation.
Unless specifically agreed otherwise, Codefy does not provide vehicles, employ drivers, physically supervise riders, maintain vehicles, inspect vehicles, provide transportation insurance or perform physical transportation.
Software visibility into a transportation operation does not constitute operational control of that transportation.

18. Customer and Transport Provider Responsibilities

The Customer and applicable Transport Provider remain responsible for actual transportation operations.
These responsibilities include driver selection, driver qualification, driver licensing, required permits, background checks where applicable, driver contracting or employment, vehicle licensing, vehicle registration, maintenance, inspection, roadworthiness, insurance, passenger supervision, student supervision, route safety, dispatch decisions, emergency planning, regulatory compliance and physical trip execution.
Where the Customer purchases transportation from another Transport Provider, the Customer and Transport Provider remain responsible for their contractual and legal relationship.

19. Transportation Marketplace and Coordination

Codefy ERP may allow enterprises, schools, Transport Providers or other transportation participants to interact, exchange information, submit offers, assign transportation activities or coordinate services.
Codefy provides the technology enabling such interactions.
Unless Codefy expressly enters the underlying transportation transaction as a named contracting party, Codefy is not a party to transportation agreements concluded between Customers, Transport Providers, drivers or other users.
Codefy does not guarantee that any Transport Provider, Driver or Customer will perform its obligations.
Each party remains responsible for appropriate commercial, legal and operational due diligence.

20. Transportation Pricing and Transactions

Codefy ERP may calculate, record, reconcile or display transportation prices, costs, driver compensation, supplier charges or other commercial information.
Unless an applicable agreement expressly states otherwise, Codefy is not the purchaser, seller, Transport Provider or principal party to the underlying transportation transaction.
A dispute concerning transportation charges, service quality, payment, trip performance or another underlying transport transaction remains between the parties to that transaction.

21. Transportation Accidents

Codefy does not control the physical operation of transportation vehicles.
Subject to applicable law and the limitations of liability in the Agreement, Codefy is not responsible solely because its technology was used for an accident, collision, injury, death, property damage, traffic offence, Driver misconduct, Rider misconduct or another incident arising from the physical transportation activity.
Responsibility remains with the person or organization legally responsible for the underlying conduct.
Nothing in these ERP Service Terms excludes liability that cannot legally be excluded.

22. Driver App

The Codefy Driver App may provide Drivers with trip information, route information, status controls, attendance functionality, notifications, navigation related functionality, live tracking and telematics functionality.
Tracking functionality may use Codefy technology and third party tracking technology.
When such functionality is enabled, the Driver App may access precise location and related sensor or device information necessary to provide tracking and trip detection.

23. Driver Background Tracking

Driver tracking may continue while the Driver App is operating in the background where the necessary permissions have been granted.
Background processing may be used to support active trip detection, trip recording, live vehicle position, fleet visibility and related transportation functionality.
Users must receive appropriate application disclosures before permissions are requested.
Disabling required tracking permissions may prevent some Driver App functionality from operating correctly.

24. Damoov

Certain Codefy transportation functionality currently uses telematics technology provided by Damoov Pte. Ltd.
Damoov's current public materials describe its technology as processing telematics information associated with its SDK, APIs and DataHub platform, and its license permits integration of its telematics SDK into a licensee's mobile application.
Where Damoov processes personal data in connection with Codefy functionality, its role and applicable processing will be described in Codefy's Subprocessors and Technology Providers list.
Codefy's use of Damoov is subject to Damoov's applicable service terms and privacy documentation.
A Codefy Customer does not become a party to Codefy's agreement with Damoov merely by using Codefy ERP.

25. Replacement of Tracking Providers

Codefy may replace, supplement or modify a tracking or telematics provider where reasonably necessary.
Reasons may include functionality, reliability, pricing, regulatory requirements, information security, geographic support, provider availability or product development.
Where a change affects personal data processing, Codefy will handle the change according to applicable law and the Data Processing Addendum.

26. Tracking Data

Depending on implementation, transportation tracking may involve GPS coordinates, timestamps, speed, heading, accuracy, motion information, device identifiers, trip association, route information, Driver association, vehicle association and related operational data.
Not every tracking implementation collects every category.
Specific mobile application permissions and processing are described in the Mobile Application Privacy Notice.

27. GPS and Tracking Limitations

GPS and telematics functionality depends on technology outside Codefy's complete control.
Tracking information may be delayed, incomplete or inaccurate due to device hardware, GPS availability, mobile connectivity, battery state, device configuration, user permissions, background restrictions, map information, tunnels, buildings, geographic conditions or failures of third party technology.
Tracking functionality is an operational aid.
It must not be treated as an emergency service or sole mechanism for protecting Driver, Rider or student safety.

28. Tracking Visibility

Codefy ERP may allow authorized personnel to view transportation tracking information through dashboards, control tower functionality, portals, mobile applications or other approved interfaces.
The Customer is responsible for determining which of its Authorized Users should have access to such information.
Customer must configure access rights appropriately.

29. Tracking Sharing

Codefy ERP may allow an authorized user to share limited trip tracking information with another person.
The Customer is responsible for determining whether sharing is appropriate and for distributing any access link or authorization only to intended recipients.
Codefy may limit the information available through public or limited tracking views to reduce unnecessary disclosure of operational data.

30. Supervisor App

The Codefy Supervisor App may support attendance, transportation operations, field supervision, QR functionality, location based functionality, images and other operational features.
Depending on enabled functionality, the application may request location, camera, image or other device permissions.
The purposes and permissions associated with the Supervisor App will be described in the Mobile Application Privacy Notice.

31. Rider App

The Codefy Rider App may be used by employees, students, parents and guardians.
Depending on the Customer's configuration and the user's role, the Rider App may provide schedules, trip information, pickup and drop off information, vehicle status, attendance information, notifications, live trip information and other transportation functionality.

32. Optional Rider Location

The Rider App may provide optional functionality using the location of the user's own device.
A Rider, student, parent or guardian may choose whether to grant the requested location permission.
Such functionality may be used to determine the user's current location, identify a pickup point, display nearby transportation information or enable another user initiated location function.
Unless separately disclosed and enabled, Codefy does not continuously track the Rider device merely because the Rider App has been installed.
A user may deny or revoke optional Rider location permission.
Doing so may prevent the associated location based feature from operating.

33. Student Transportation

Codefy ERP may be configured to manage student transportation.
Student transportation functionality may include student information, guardian information, school information, routes, trips, pickup and drop off locations, attendance information, transportation status, Driver and vehicle details, notifications and associated operational information.
The Customer should configure the system to collect only information reasonably necessary for the relevant transportation purpose.

34. Schools as Customer Controllers

Where a School or other Customer determines why and how student information is processed through Codefy ERP, that Customer remains responsible for its obligations as controller under applicable data protection law.
The Customer must establish the appropriate lawful authority for processing student information.
Where guardian notice, authorization or consent is required, the Customer is responsible for ensuring it has been properly obtained and recorded unless Codefy has expressly undertaken that function in writing.
Egypt's current personal data framework applies to electronically processed personal information, and the 2025 Executive Regulations materially detail controller and processor obligations.

35. Student and Guardian Accounts

Codefy may provide functionality allowing a student, parent or guardian to access authorized transportation information.
The Customer is responsible for accurately associating students with authorized guardians and for maintaining that relationship.
Customer must promptly remove or update guardian access where authorization changes.
Codefy may provide technical controls supporting this process but does not independently determine parental or guardianship rights.

36. Separation of Student Identity and Vehicle Tracking

Where reasonably practicable, Codefy will seek to minimize disclosure of identifiable student information to third party tracking providers.
Vehicle or Driver telematics may therefore use device, vehicle, Driver or trip identifiers rather than transmitting unnecessary student identity information.
Codefy may internally associate a tracked trip with authorized student transportation information where necessary to provide the Service.

37. Student Safety

Codefy transportation technology may improve operational visibility but does not replace safeguarding procedures, Driver duties, adult supervision, school procedures or emergency response processes.
Schools, Transport Providers and guardians must not rely exclusively on tracking information, push notifications or Codefy applications to determine whether a student is safe.

38. Boarding and Attendance

Codefy ERP may support recording boarding, attendance, pickup, drop off or other Rider events.
Such information reflects actions and data recorded through configured workflows, devices or users.
Customer and applicable Transport Provider remain responsible for their actual operational process for confirming Rider or student presence.

39. Notifications

Codefy ERP may generate push notifications, email notifications, in application notifications or other alerts.
Notification delivery depends on factors outside Codefy's control, including network connectivity, device configuration, operating system services, notification permissions and third party communications infrastructure.
A notification should not be treated as guaranteed emergency communication.

40. Maps and Navigation

Transportation functionality may use mapping, geocoding, navigation or route data from third party technology providers.
Map or route information can contain inaccuracies or become outdated.
Drivers remain responsible for observing actual road conditions, traffic rules, road signs and lawful driving requirements.
A route suggested or displayed by Codefy ERP does not instruct or authorize a Driver to perform an unsafe or unlawful action.

41. Enterprise and Client Portals

Codefy ERP may provide portals through which enterprises, schools or other Customers can access information associated with their transportation operations.
Portal access may include trips, routes, schedules, Drivers, vehicles, suppliers, tracking information, service performance and related data according to configured permissions.
The Customer is responsible for ensuring that portal access is granted only to authorized individuals.

42. Transport Provider Portals

Transport Providers may receive access to functionality allowing them to manage Drivers, vehicles, assignments, documents, transportation capacity, trips, pricing or other operational information.
Transport Providers remain responsible for the accuracy of information they supply and compliance with their own transportation obligations.

43. Driver and Vehicle Records

Codefy ERP may allow Customers or Transport Providers to record documents concerning Drivers and vehicles.
These records may include licenses, permits, insurance information, vehicle records, identification documents or other compliance information.
Unless specifically agreed otherwise, Codefy does not independently verify the authenticity, legal validity or continuing effectiveness of such records.

44. Compliance Alerts

Codefy ERP may generate document expiry reminders, missing document warnings or other compliance related alerts.
Such features are administrative tools.
They do not transfer responsibility for regulatory compliance to Codefy.
The Customer and Transport Provider remain responsible for ensuring all legally required documents, licenses, authorizations and insurance remain valid.

45. Integrations

Codefy ERP may integrate with third party software and technology.
Where a Customer independently selects or enables a third party integration, Customer is responsible for evaluating whether that third party service is suitable for its intended use.
Where Codefy appoints a provider as its own subprocessor, the Data Processing Addendum and Subprocessor terms apply.

46. Mobile Device Security

Users are responsible for maintaining reasonable security of devices used to access Codefy applications.
The Customer should promptly disable access associated with a lost, stolen, transferred or compromised device.
Codefy may provide biometric or other local authentication functionality where supported, but the Customer remains responsible for its broader access controls.

47. Customer Configured Permissions

Codefy ERP may contain detailed role based permissions.
The Customer is responsible for configuring roles according to its organizational requirements.
Customer should follow least privilege principles and avoid granting sensitive data access where unnecessary.

48. White Label Applications

Codefy may provide Customer branded or white label versions of certain applications.
Unless an applicable agreement expressly states otherwise, white labeling does not transfer ownership of the underlying Codefy software, platform, framework, modules or application architecture.
Customer retains rights in its own trademarks and supplied branding.
Codefy retains rights in the underlying software.

49. Updates and Product Changes

Codefy may update Codefy ERP, mobile applications, modules and integrations to improve functionality, security, compatibility or compliance.
Changes may include replacement of third party technologies.
Where reasonably practicable, Codefy will avoid materially reducing purchased core functionality during an active committed subscription without appropriate notice.

50. Service Dependency

Some Codefy ERP functionality depends on cloud providers, telecommunications providers, maps, AI providers, tracking providers, payment providers and other third parties.
Codefy cannot guarantee uninterrupted operation of infrastructure outside its reasonable control.
Where practical, Codefy may implement fallback technology or substitute providers.

51. Support

Support rights depend on the Customer's subscription or applicable Order Form.
Customer should provide sufficient information for Codefy to investigate reported issues.
Codefy may access appropriate diagnostic information when reasonably necessary to troubleshoot or secure the Services, subject to applicable privacy and confidentiality obligations.

52. Suspension of ERP Functionality

Codefy may restrict access to particular functionality where reasonably necessary because of security concerns, misuse, legal requirements, failure of a required third party provider or another circumstance described in the General Terms.
Where reasonably practicable, Codefy will seek to limit suspension to affected functionality rather than the entire ERP environment.

53. Termination and ERP Access

Upon termination of the Customer's Codefy ERP subscription, the Customer's right to access the hosted ERP environment ends according to the General Terms and applicable Order Form.
Termination does not cause ownership of Codefy ERP, its software or its intellectual property to transfer to the Customer.
A Developer Version or perpetual license, if any, is governed independently by the applicable written agreement.

54. Customer Data Export

Codefy will provide Customer Data export rights according to the General Terms, applicable Order Form and Data Processing Addendum.
The available export format may depend on the applicable module and technical structure.
Customer should complete necessary exports before the applicable post termination retention period expires.

55. Transportation Data Following Termination

Transportation related Customer Data will be handled according to the applicable retention and deletion rules.
Third party tracking providers may maintain information according to their applicable processing arrangements and contracted retention settings.
Codefy will not promise a third party provider deletion period that exceeds or contradicts the contractual rights Codefy actually has against that provider.

56. Customer Responsibility for Continued Operations

Customers using Codefy ERP for significant operational processes should maintain reasonable business continuity procedures.
Codefy ERP should not constitute the Customer's only emergency mechanism for transportation safety, student safeguarding, business continuity or regulatory compliance.

57. No Professional Advice

Codefy ERP provides technology.
Unless separately contracted, Codefy does not provide transportation regulatory advice, legal advice, accounting advice, tax advice, employment advice or professional safety advice.
Customers should obtain appropriately qualified advice where necessary.

58. Additional Customer Indemnity for Transportation

Subject to the General Terms and applicable law, Customer shall defend and indemnify Codefy against third party claims, losses, damages, liabilities, costs and reasonable expenses arising from Customer's actual transportation operations, Transport Providers, Drivers, vehicles, unlawful Customer instructions, Customer Data, Customer configured workflows, Customer selected integrations, or Customer violations of transportation, employment, privacy or regulatory requirements.
This transportation indemnity is in addition to, and does not limit, Customer's indemnification obligations under the General Terms.

59. Limitation of Transportation Liability

The limitation of liability provisions in the General Terms apply to Codefy ERP.
Nothing in these Service Terms should create unlimited Codefy liability merely because Codefy ERP displays transportation information or tracking information.
Any liability cap and exclusions remain subject to liabilities that cannot lawfully be excluded under applicable law.

60. Governing Law and Jurisdiction

These ERP Service Terms are governed by the governing law provisions of the General Terms.
The intended governing law is the law of the Arab Republic of Egypt.
Disputes shall be submitted to the competent Egyptian courts in accordance with the jurisdiction provision contained in the General Terms.
Egypt maintains specialized Economic Courts for specified economic and commercial matters, including matters arising under intellectual property legislation.

61. Incorporation of Additional Policies

The following documents, where applicable, supplement these ERP Service Terms:
the Codefy Hub Privacy Policy;
the Codefy Mobile Application Privacy Notice;
the Codefy Data Processing Addendum;
the Codefy Subprocessors and Technology Providers list;
the applicable Order Form;
and any applicable Developer Version License or Custom Development and Intellectual Property Schedule.

62. Contact

Questions concerning Codefy ERP or these ERP Service Terms may be directed to:
Codefy Hub For IT Solutions
Trading as Codefy Hub
16 Omar Ibn Al Khattab, Sheraton, Cairo, Egypt
Registration# 773819371
Legal: legal@codefyhub.com
Privacy: privacy@codefyhub.com