CODEFY HUB TERMS OF SERVICE

Version: 1.0
Effective Date: 1st August 2025
These Terms of Service govern access to and use of the websites, software, hosted applications, platforms, mobile applications, application programming interfaces, integrations, implementation services, support services and other products and services made available by Codefy Hub For IT Solutions, trading as Codefy Hub, including Codefy ERP and related products.
Throughout these Terms, “Codefy,” “Codefy Hub,” “Codefy ERP,” “we,” “us” and “our” mean Codefy Hub For IT Solution.
“Customer,” “you” and “your” mean the individual or legal entity accepting these Terms or identified in an applicable Order Form.
By executing an Order Form, creating or administering an organizational account, purchasing a subscription, or otherwise using the Services on behalf of an organization, you represent that you have authority to bind that organization.

1. Contractual Documents

The agreement between Codefy Hub and Customer may consist of these Terms, an Order Form, applicable Codefy ERP Service Terms, a Data Processing Addendum, a Developer Version License, a Statement of Work, an Intellectual Property Schedule and other documents expressly incorporated by reference.
Where documents conflict, the more specific written agreement applicable to the relevant Service or transaction shall prevail over the more general document to the extent of the conflict.
A negotiated and signed Order Form or Statement of Work shall prevail over standard online terms where it expressly identifies the provision being varied.

2. Services

Codefy provides software and technology services that may include ERP functionality, workflow automation, financial and administrative systems, human resources functionality, procurement, inventory, portals, mobile applications, artificial intelligence functionality, integrations, cloud services, transportation management technology, fleet visibility, tracking, reporting and related functionality.
Services, modules and usage rights available to a Customer depend on the applicable subscription, Order Form and enabled configuration.
Codefy may improve, modify, replace or discontinue individual features where reasonably necessary for technical, security, regulatory, third party dependency or product development reasons, provided that Codefy will not intentionally remove the material overall functionality of a paid Service during an active committed subscription without reasonable notice where practicable.

3. Customer Accounts and Authorized Users

Customer is responsible for:
maintaining accurate organizational and account information;
designating appropriate administrators;
controlling Authorized User access;
maintaining confidentiality of authentication credentials;
promptly disabling accounts that should no longer have access;
assigning roles and permissions appropriately;
and all activity conducted through Customer accounts except to the extent caused directly by Codefy's breach of its security obligations.
Customer shall not knowingly permit unauthorized individuals to access the Services.

4. Subscription License

Unless expressly stated otherwise in a separate signed agreement, Codefy provides the Services on a license and subscription basis and does not sell the software to Customer.
Subject to payment of applicable fees and compliance with the Agreement, Codefy grants Customer a limited, non exclusive, non transferable, non sublicensable right during the applicable subscription term to access and use the purchased Services for Customer's authorized internal business purposes.
No ownership interest in the Codefy Platform is transferred by:
subscription fees;
implementation fees;
configuration fees;
training fees;
consulting fees;
integration work;
customization charges;
support fees;
or any other payment,
unless an applicable written agreement expressly states that identified intellectual property rights are being assigned.

5. Codefy Intellectual Property

As between Codefy and Customer, Codefy retains all right, title and interest in and to the Codefy Platform and related intellectual property.
This includes, to the extent protectable under applicable law:
software;
source code;
object code;
software architecture;
user interface systems;
database structures;
data models;
APIs;
integration frameworks;
workflow engines;
automation systems;
technical implementations;
software modules;
reusable libraries;
connectors;
templates;
reporting engines;
configuration systems;
product designs;
documentation;
models;
technical processes;
know how;
trade secrets;
improvements;
updates;
and derivative developments of Codefy technology.
Egyptian Law No. 82 of 2002 expressly includes computer programs and databases among protected works.
Nothing in the Agreement grants Customer ownership of Codefy technology except where a separate written IP Assignment expressly identifies the rights being transferred.

6. Customer Configurations and Platform Technology

Customers may configure workflows, forms, approval hierarchies, reports, transportation rules, organizational structures, automations and other settings.
Customer retains its rights in Customer supplied business information and Customer specific materials.
However, configuration of the Codefy Platform does not transfer ownership of the underlying engines, frameworks, reusable software, architecture or systems that enable such configuration.
For example, Customer may determine its approval sequence, while Codefy retains ownership of the workflow engine that executes configurable approval sequences.

7. Developer Version

Source code access, development rights, self hosting rights, modification rights or other rights beyond the standard subscription license are granted only through an applicable Developer Version License Agreement.
Purchase of a Developer Version does not itself transfer copyright or ownership unless the Developer Version License expressly states that a particular right is assigned.
The Developer Version may contain restrictions concerning redistribution, resale, sublicensing, competing products, publication, third party access, deployment environments and continued use of Codefy trademarks or update services.

8. Custom Software Development

Where Codefy develops custom software, the applicable Statement of Work shall identify the applicable intellectual property model.
Unless otherwise expressly agreed in writing, Codefy retains ownership of pre existing Codefy technology and reusable materials including:
frameworks;
libraries;
generic components;
software utilities;
connectors;
technical techniques;
development tools;
generic workflows;
generalized functionality;
platform improvements;
and know how.
Customer shall retain ownership of Customer Data and Customer supplied intellectual property.
Where Customer purchases an actual intellectual property assignment, the transferred deliverables and rights must be specifically identified in a signed Intellectual Property Assignment or Custom Development Schedule.
No assignment shall be inferred merely because development work was paid for.

9. Feedback and Product Suggestions

Customer may provide suggestions, enhancement requests or feedback.
Unless the parties expressly agree otherwise in writing, Codefy may use general feedback, ideas and recommendations to improve its products without restriction or obligation, provided that Codefy does not thereby obtain ownership of Customer Confidential Information or Customer Data.
A feature request does not create Customer ownership of a feature subsequently developed by Codefy.

10. Customer Data

As between Codefy and Customer, Customer retains its rights in Customer Data.
“Customer Data” means information, records, files and content submitted to or processed through the Services on behalf of Customer, including where applicable:
employee records;
student information;
guardian information;
driver records;
supplier information;
customer records;
financial and operational records;
trip information;
documents;
attendance information;
business configurations;
and other Customer controlled content.
Customer grants Codefy the limited rights necessary to host, process, transmit, back up, secure and otherwise handle Customer Data for the purpose of providing, supporting, securing and improving the Services as permitted by the Agreement and applicable law.

11. Data Protection Roles

Depending on the processing activity, Codefy may act as a data processor on behalf of Customer or as an independent data controller for limited Codefy purposes.
Where Customer determines the purposes and means of processing personal data through the Services, Customer will generally act as controller and Codefy will process such data on Customer's documented instructions, subject to the Data Processing Addendum.
Codefy may act as controller for information processed for Codefy's own legitimate corporate purposes, such as business account administration, billing administration, website enquiries, security operations, legal compliance and permitted marketing.
The applicable Privacy Policy and Data Processing Addendum provide further information.
Egypt's current data protection framework requires documented purposes, retention periods, disclosure recipients, consent mechanisms, security measures and records relating to international data transfers.

12. Customer Privacy Responsibilities

Customer is responsible for ensuring that it has an appropriate lawful basis, authority, notice and consent where required for personal data it causes to be processed through the Services.
This includes responsibility for Customer's own:
employees;
contractors;
drivers;
riders;
students;
guardians;
customers;
suppliers;
and other individuals whose information Customer enters into or processes through the Services.
Customer shall not instruct Codefy to process information unlawfully.
Nothing in this provision relieves Codefy from its own obligations under applicable data protection law.

13. Children and Student Data

Certain Codefy ERP configurations may support school and student transportation.
Where Customer provides student information, Customer represents that it has authority and an appropriate lawful basis to provide that information and to authorize processing through the Services.
Customer is responsible for obtaining parent or guardian authorization or consent where required by applicable law.
Codefy will process student information according to Customer's instructions, the Agreement, applicable law and Codefy's applicable privacy and security obligations.
Student identity and telematics tracking data should, where reasonably practicable, be separated so that tracking technology providers receive only information necessary to provide telematics functionality rather than unnecessary student identity information.

14. Mobile Applications

Codefy may provide applications for drivers, supervisors, employees, riders, students, parents, guardians and other Authorized Users.
Different applications and user roles may request different device permissions.
The Mobile Application Privacy Notice describes applicable permissions, purposes and processing in detail.
Availability of functionality may depend on granting necessary permissions.

15. Driver Tracking

Where transportation tracking is enabled, the Driver App or another authorized tracking system may process precise location and telematics information while a trip is active and, where enabled and permitted, while the application operates in the background.
The current Codefy Driver implementation includes background location, precise location, activity recognition and persistent location service functionality, including integration with Damoov technology.
Tracking data may include location coordinates, timestamps, speed, direction, heading, accuracy information, device information, trip association and related telematics information.

16. Rider Location

Rider App functionality is different from persistent Driver tracking.
Where Codefy offers optional Rider location features, a rider, employee, student, parent or guardian may choose to allow the app to access the location of their device for a particular location based function.
Examples may include locating the user's current position, identifying pickup points or providing navigation related functionality.
Unless separately disclosed and enabled, installation of the Rider App alone does not mean Codefy continuously tracks the Rider's device.
Users may deny or revoke optional location permission, although the associated location based functionality may then be unavailable.

17. Transportation Technology Only

Codefy is a software and technology provider. Codefy is not a passenger carrier, transportation operator, taxi operator, school bus operator, vehicle owner, employer of Customer's drivers, or provider of transportation services solely because its software is used to manage, schedule, monitor or coordinate transportation.
Unless expressly agreed otherwise in a separate signed agreement, Codefy does not:
provide vehicles;
employ drivers;
select drivers;
verify driver licenses;
maintain vehicles;
control actual driving;
determine whether a vehicle is roadworthy;
provide passenger supervision;
provide transportation insurance;
operate routes;
or physically transport riders.

18. Customer and Transport Provider Responsibility

The Customer and applicable Transport Provider are responsible for actual transportation operations.
This includes, as applicable:
driver selection;
driver qualifications;
licenses;
permits;
driver employment or contracting;
background or regulatory checks;
vehicle registration;
vehicle maintenance;
roadworthiness;
insurance;
route operation;
dispatch;
passenger supervision;
student supervision;
emergency response;
transportation regulatory compliance;
driver conduct;
rider conduct;
and physical trip execution.
The Customer and Transport Provider are responsible for accidents, incidents, injuries, losses or transportation related events to the extent arising from transportation activities under their control, subject to applicable law.

19. No Transfer of Safety Responsibility Through Tracking

Tracking, alerts, dashboards, route information and operational notifications are technological aids.
They do not transfer transportation safety responsibility to Codefy.
A displayed location or status may be delayed, inaccurate or unavailable due to factors including:
GPS availability;
device permissions;
battery restrictions;
device configuration;
network connectivity;
map information;
tunnels;
buildings;
mobile operating system behavior;
hardware failure;
third party service availability;
or other technical conditions.
Damoov's own service terms similarly recognize dependency on external technologies and connectivity for telematics functionality.
Users must not rely exclusively on Codefy tracking functionality for emergency or life safety purposes.

20. Third Party Technology Providers

Codefy may use third party providers to operate portions of the Services.
These may include providers of:
cloud infrastructure;
databases;
authentication;
maps;
communications;
payments;
artificial intelligence;
mobile telematics;
tracking;
analytics;
and other technical infrastructure.
The current list of material providers that process Customer Personal Data will be maintained in the Subprocessors & Technology Providers page where legally or contractually appropriate.

21. Damoov

Certain transportation tracking features may use technology supplied by Damoov Pte. Ltd.
Damoov's public privacy documentation describes its institutional client as controller and Damoov as processor for applicable telematics processing and describes use of pseudonymous device tokens and telematics information.
Codefy currently uses Damoov tenant integrations and real time tracking infrastructure in relevant Codefy transportation services.
Damoov's relationship with Codefy is governed by Damoov's applicable service terms and related policies. Its published Service Agreement currently grants customers a limited license to use its telematics services and establishes data storage and related service conditions.
Codefy may replace, supplement or modify tracking providers where reasonably necessary, subject to applicable law, the DPA and material contractual commitments.

22. Third Party Service Changes

Third party services may change APIs, pricing, technical requirements, functionality, policies or availability.
Codefy does not guarantee that a particular third party integration will remain available indefinitely.
Where practical, Codefy may replace a third party service with an equivalent or successor technology.

23. Artificial Intelligence

Certain Services may contain artificial intelligence assisted features.
AI functionality may assist with tasks including analysis, content generation, automation, document processing, recommendations, classification, data interpretation or workflow execution.
AI generated output may be incomplete, inaccurate or inappropriate for a particular purpose.
Customer remains responsible for evaluating output before relying on it for material decisions.
AI output must not be treated as a substitute for qualified legal, medical, financial, safety, transportation or other professional judgment.
Codefy may use third party AI technology providers as disclosed in its Subprocessor & Technology Provider documentation where applicable.

24. Automated Workflows

Customers may configure automatic rules, notifications, approvals, calculations or actions.
Customer is responsible for reviewing Customer configured automation and ensuring that it is suitable for Customer's business processes and legal requirements.
Codefy is not responsible for consequences resulting solely from incorrect Customer configuration or inaccurate Customer supplied data.

25. Financial and ERP Information

ERP reports, calculations and financial information depend on the information, configuration and accounting rules supplied or selected by Customer.
Customer remains responsible for its financial statements, tax filings, accounting judgments and regulatory submissions.
Codefy does not provide accounting, tax or legal advice merely by making software functionality available.

26. Customer Content and Lawful Use

Customer must not use the Services to:
violate law;
infringe intellectual property;
process data without authority;
distribute malware;
circumvent security;
gain unauthorized system access;
harass or harm individuals;
conduct fraudulent activity;
or interfere with Service operation.
Codefy may suspend access where reasonably necessary to prevent material security, legal or operational harm.

27. Restrictions

Except to the extent prohibited by mandatory law or expressly authorized in writing, Customer shall not:
copy the Services beyond permitted use;
sell or sublicense the Services;
reverse engineer or decompile the Services;
attempt to derive source code;
circumvent technical access restrictions;
remove proprietary notices;
use Codefy confidential materials to create an unauthorized competing implementation;
or make Codefy software available to unauthorized third parties.

28. Confidentiality

Each party may receive confidential information from the other.
The receiving party shall use Confidential Information only for purposes of the Agreement and shall apply reasonable safeguards against unauthorized disclosure.
Confidentiality obligations do not apply to information that the receiving party can demonstrate:
was already lawfully known;
becomes public without breach;
is independently developed without use of the Confidential Information;
or is lawfully obtained from a third party without confidentiality restriction.
Required disclosure by law or court order is permitted subject to applicable notification rights.

29. Security

Codefy will maintain reasonable technical and organizational measures appropriate to the nature of the Services and information processed.
Customer remains responsible for security of its own systems, devices, networks, Authorized User credentials and administrative configuration.
Specific processor security commitments may be stated in the DPA.

30. Availability, Maintenance and Support

Codefy aims to provide reliable Services but does not guarantee uninterrupted availability unless a specific service level commitment is stated in an applicable Order Form.
Maintenance, third party failures, telecommunications issues, security incidents, force majeure events and necessary emergency work may affect availability.
Support entitlements depend on Customer's purchased plan.

31. Fees and Taxes

Customer shall pay fees identified in the applicable Order Form.
Unless stated otherwise, fees are exclusive of applicable taxes.
Customer is responsible for applicable taxes other than taxes imposed on Codefy's net income.
Non payment may result in suspension or termination subject to applicable notice requirements.

32. Subscription Renewal

Renewal terms shall be stated in the Order Form or applicable subscription checkout.
Where automatic renewal is used, Customer shall be informed of the applicable renewal mechanism and cancellation process in accordance with applicable law.

33. Suspension

Codefy may suspend some or all access where reasonably necessary because of:
material payment default;
security risk;
suspected unlawful use;
material breach;
a legal requirement;
harm to Codefy infrastructure;
or conduct threatening another customer's systems or data.
Where reasonable and legally permitted, Codefy will provide notice and an opportunity to remedy before suspension.

34. Termination

Either party may terminate according to the applicable Order Form or where the other party materially breaches the Agreement and fails to cure the breach within the applicable cure period.
Termination does not transfer Codefy intellectual property to Customer.
Upon termination:
Customer's software access rights end unless a continuing license has been expressly granted;
fees already accrued remain payable;
Customer Data will be handled according to the DPA and applicable retention procedures;
and provisions intended by their nature to survive shall remain effective.

35. Customer Data Export and Deletion

Subject to the applicable subscription and technical capabilities, Codefy will provide Customer a reasonable opportunity to retrieve Customer Data following termination.
Codefy may delete Customer Data after the applicable export or retention period, except where retention is required by law or necessary for legitimate security, dispute or compliance purposes.
Backup copies may remain temporarily until overwritten according to Codefy's backup cycle.
The applicable DPA will govern processor deletion obligations.

36. Third Party Services

Codefy may enable integrations with products supplied by third parties.
Third party services are not controlled by Codefy and may be governed by separate provider terms.
Where Customer independently enables a third party integration, Customer is responsible for determining whether that provider is appropriate for Customer's use.
Codefy remains responsible for third parties it appoints as subprocessors to the extent required by applicable data protection law and the DPA.

37. Disclaimer of Warranties

To the maximum extent permitted by applicable law, Services are provided subject to the warranties expressly stated in the Agreement.
Codefy does not warrant that:
every Service will be error free;
tracking will always be continuous or precise;
AI generated results will always be accurate;
all third party integrations will remain available;
or Customer configured workflows will satisfy every legal or operational requirement applicable to Customer.
Nothing in these Terms excludes warranties that cannot lawfully be excluded.

38. Indemnification

Subject to applicable law and the limitations of liability in the Agreement, each party shall defend and indemnify the other party against third party claims to the extent expressly stated in this section or an applicable Order Form.
Customer shall defend and indemnify Codefy against third party claims, losses, damages, liabilities, costs and reasonable expenses arising from:
Customer Data or Customer supplied materials;
Customer's unlawful use of the Services;
Customer's breach of its privacy, data protection, employment, transportation or regulatory obligations;
Customer's actual transportation operations;
acts or omissions of Customer's Transport Providers, Drivers, personnel, contractors or Authorized Users;
Customer configured workflows, automations, instructions or business decisions;
or claims that Customer supplied content, data, instructions or materials infringe or violate a third party's rights.
Codefy shall defend Customer against a third party claim alleging that Codefy's standard proprietary software, when used by Customer as authorized under the Agreement, directly infringes that third party's intellectual property rights, and shall pay damages finally awarded by a competent court or amounts agreed in a settlement approved by Codefy.
Codefy's intellectual property indemnity does not apply to claims arising from:
Customer Data or Customer supplied materials;
Customer specific configurations, instructions or specifications;
use of the Services in breach of the Agreement;
modification of the Services by anyone other than Codefy or its authorized contractors;
combination of the Services with products, data, software or services not supplied by Codefy where the claim would not have arisen without that combination;
third party services or Customer selected integrations;
open source components used outside their applicable license terms;
or continued use after Codefy provides a reasonable non infringing alternative or requires suspension of the affected functionality.
If a claim covered by Codefy's intellectual property indemnity arises or is reasonably likely to arise, Codefy may, at its option, procure the right for Customer to continue using the affected Service, modify or replace the affected Service so that it is non infringing while preserving materially similar functionality, or terminate the affected Service and provide any refund expressly required by the applicable Order Form or mandatory law.
The indemnified party shall promptly notify the indemnifying party of the claim, provide reasonable cooperation, and allow the indemnifying party to control the defense and settlement, provided that no settlement may impose an admission of fault or non monetary obligation on the indemnified party without its consent.

39. Limitation of Liability

To the maximum extent permitted by applicable law, Codefy's total aggregate liability arising out of or relating to the Agreement, the Services and all related claims shall not exceed the monthly subscription fees paid or payable by Customer to Codefy for the affected Service for the month in which the event giving rise to the claim occurred, prorated according to the number of days the affected subscription was active during that month up to and including the date of that event.
If the claim relates to a continuing event, the relevant event date is the first date on which the event giving rise to the claim occurred or should reasonably have been identified.
If Customer has not paid fees for the affected Service during that month, Codefy's total aggregate liability shall not exceed the prorated monthly fee payable for the affected Service under the applicable Order Form or, for free or trial Services, the maximum amount permitted to be limited under applicable law.
To the maximum extent permitted by applicable law, neither party shall be liable for indirect, incidental, special, consequential, exemplary or punitive damages, or for loss of profits, loss of revenue, loss of goodwill, loss of anticipated savings, business interruption, loss or corruption of data, or cost of substitute services, even if advised that such damages may occur.
The limitations above apply regardless of the legal theory of liability, including contract, tort, negligence, strict liability, statutory duty or otherwise.
The liability cap and exclusions apply to claims relating to transportation visibility, tracking information, AI output, Customer configurations, Customer Data inaccuracies, third party service failures, unauthorized Customer user activity, and Customer selected integrations, except to the extent liability cannot lawfully be limited.
Nothing in the Agreement limits or excludes liability to the extent such limitation or exclusion is prohibited by applicable law, including liability for fraud, willful misconduct or any other liability that cannot legally be limited.
An Order Form or signed written agreement may specify a different liability cap for an enterprise Customer.

40. Force Majeure

Neither party will be liable for delay or failure caused by circumstances beyond its reasonable control, subject to reasonable mitigation.
This may include natural disasters, war, government action, telecommunications failure, widespread cloud outages, labor disruption, cyber incidents not caused by the affected party's failure to maintain agreed safeguards and other qualifying events under applicable law.
Payment obligations already due are not excused.

41. Electronic Communications

Customer agrees that contractual notices and operational communications may be delivered electronically through email, the Services or other agreed electronic means, to the extent permitted by applicable law.
Customer must maintain current administrative contact information.

42. Governing Law

The Agreement shall be governed by and interpreted according to the laws of the Arab Republic of Egypt, without regard to conflict of law principles that would require application of another jurisdiction's laws.

43. Jurisdiction

Any dispute arising out of or relating to the Agreement shall be subject to the exclusive jurisdiction of the competent courts of the Arab Republic of Egypt.
Where the subject matter falls within the statutory jurisdiction of the Economic Courts, the competent Economic Court in Cairo shall have exclusive jurisdiction, to the extent such venue agreement is permitted under applicable Egyptian law.
In all other cases, the competent courts of Cairo shall have jurisdiction.
Egyptian Law No. 120 of 2008 established specialized Economic Courts, including jurisdiction over specified economic and commercial matters such as intellectual property disputes.

44. Assignment

Customer may not assign the Agreement without Codefy's prior written consent, except as part of a permitted corporate restructuring, merger or sale of substantially all assets, subject to reasonable conditions.
Codefy may assign the Agreement in connection with a merger, restructuring, acquisition or sale of the relevant business, subject to applicable law and continued protection of Customer rights.

45. Changes to Terms

Codefy may update standard online terms to reflect changes in law, security requirements, technology or Services.
Material changes affecting existing paid Customers should receive reasonable notice where required.
Changes will not retroactively alter a separately negotiated signed commercial commitment unless permitted by that agreement or accepted by the parties.

46. Severability

If a provision is held invalid or unenforceable, it shall be modified to the minimum extent necessary where permitted, and the remaining provisions shall remain effective.

47. No Waiver

Failure to enforce a provision does not waive the right to enforce it later.

48. Entire Agreement

The Agreement constitutes the complete agreement concerning its subject matter and supersedes prior representations relating to that subject matter, except for fraud or matters that cannot lawfully be excluded.

49. Language

Codefy may publish these Terms in English, Arabic or other languages.
Unless an applicable Order Form or signed agreement states otherwise, the English version controls to the extent of any inconsistency between versions.
For Customers contracting under an Arabic version or under documents that expressly state Arabic controls, the Arabic version shall control to the extent stated in those documents.

50. Contact

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