Terms of Service

These Terms govern your access to and use of all services provided by Codevertex Africa Limited, including:

• Codevertex SSO — the unified identity and authentication platform at accounts.codevertexitsolutions.com
• MarketFlow CRM — the AI-powered marketing automation SaaS at marketflow.codevertexitsolutions.com
• Codevertex Power Suite — ERP, POS, ISP Billing, TruLoad, Books, Projects, Ordering, and Notifications services at *.codevertexitsolutions.com
• Any associated APIs, mobile applications, or integrations that reference these Terms

Codevertex Africa Limited is registered and operating from Pioneer House, 2nd Floor, Oginga Street, Kisumu, Kenya. Corporate email: info@codevertexitsolutions.com. Website: codevertexitsolutions.com.

To use our services, you must:

• Be at least 18 years of age, or the age of majority in your jurisdiction, whichever is higher.
• Have the legal capacity to enter into a binding contract.
• Not be prohibited from accessing our services under applicable law (including any sanctions, export control, or regulatory requirements).
• If acting on behalf of a business entity, have the authority to bind that entity to these Terms.

By registering an account, you represent and warrant that all of the above conditions are met. We reserve the right to request verification of eligibility at any time.

3.1 Account Registration

You may register using a corporate or personal email address and a password, or via a supported OAuth provider (Google, Microsoft, or GitHub). When using OAuth, your account is subject to the terms and privacy policies of the respective provider.

3.2 Account Security

• You are responsible for maintaining the confidentiality of your credentials, including any multi-factor authentication (MFA) devices or passkeys.
• You must notify us immediately at support@codevertexitsolutions.com if you suspect unauthorised access to your account.
• You are liable for all activity that occurs under your account, whether or not authorised, until you notify us and we take corrective action.

3.3 Account Accuracy

You agree to provide accurate, current, and complete registration information and to keep it up to date. Accounts registered with false information may be suspended without notice.

3.4 One Account Per Person

Each natural person may maintain one personal account. Organisations may create team accounts under a single entity. Creating multiple accounts to circumvent usage limits, suspensions, or billing is prohibited.

You are permitted to use our services for lawful business and personal purposes, including:

• Managing identity and authentication for your organisation across the Codevertex ecosystem.
• Connecting your own third-party advertising accounts (Google Ads, Meta) via OAuth 2.0 within MarketFlow.
• Automating legitimate marketing workflows, including lead capture, email nurture, and ad performance reporting.
• Developing integrations with our APIs using your assigned credentials for the stated purposes in your developer application.
• Training staff and stakeholders on the use of Codevertex products within your organisation.

You agree not to:

• Attempt to reverse engineer, decompile, disassemble, or extract source code from any Codevertex service.
• Use our services to transmit, store, or facilitate the distribution of malware, ransomware, phishing content, or other harmful code.
• Probe, scan, or test our systems for vulnerabilities without prior written authorisation from our security team.
• Impersonate another person, entity, or Codevertex employee, or misrepresent your affiliation with any party.
• Use automated tools (bots, scrapers, crawlers) to access our services in ways that exceed normal usage or circumvent rate limits.
• Engage in credential stuffing, brute-force attacks, or any other attack against our authentication systems.
• Connect or use third-party API credentials (Google Ads, Meta, etc.) that you do not own or have explicit authorisation to use.
• Violate any applicable local, national, or international law or regulation, including data protection and privacy laws.
• Use our services to send unsolicited bulk communications (spam), or to engage in deceptive advertising practices.
• Re-sell, sublicense, or white-label our services without an explicit written reseller agreement.
• Use our services in any manner that could damage, disable, overburden, or impair our infrastructure.

6.1 Codevertex APIs

Access to our APIs (including the MarketFlow API, notifications API, and identity API) requires authentication via bearer tokens or API keys issued to your account. You are responsible for the security of your API credentials and for all API usage under your credentials.

6.2 Third-Party API Connections (Google Ads, Meta, etc.)

When you connect a third-party advertising or business platform to MarketFlow:

• You represent and warrant that you are the owner or authorised administrator of the connected account.
• You authorise us to make API calls to the connected platform on your behalf, only for the features described in the product and your selected integration settings.
• You acknowledge that your use of third-party APIs is also subject to those platforms' own Terms of Service (e.g., Google Ads API Terms).
• You may revoke any third-party integration at any time from your account settings; revocation takes effect immediately.

6.3 Rate Limits & Fair Use

API usage is subject to per-tenant rate limits and the quotas of the underlying third-party platform. Exceeding limits may result in temporary throttling or, for persistent abuse, suspension of API access. We do not guarantee third-party API availability or accuracy.

For multi-tenant products (MarketFlow, ERP, ISP Billing, POS, etc.), you, as the tenant administrator, bear the following responsibilities:

• User Management: You are responsible for all users you invite to your tenant workspace, their compliance with these Terms, and the data they create or import.
• Content Compliance: All marketing content, landing pages, and ad creatives created within MarketFlow must comply with applicable advertising standards, consumer protection laws, and the policies of the connected advertising platform.
• Data Accuracy: You are responsible for the accuracy of the business and campaign data you input and for ensuring that any conversion events you upload to advertising platforms are genuine and accurate.
• Customer Data: Any personal data of your end-customers that you import or collect via MarketFlow funnels is processed by us as a data processor on your behalf. You remain the data controller and must have a lawful basis for processing and a compliant privacy notice for your own users.
• Backup: While we perform automated backups, you are encouraged to export critical data regularly. We are not liable for data loss resulting from your actions (e.g., accidental deletion).

8.1 Codevertex IP

All rights, title, and interest in the Codevertex services, including all software, designs, trademarks, logos, and documentation, are and shall remain the exclusive property of Codevertex IT Solutions or its licensors. These Terms grant you a limited, non-exclusive, non-transferable, revocable licence to use the services for their intended purpose during your active subscription.

8.2 Your Content

You retain all ownership rights to content you create, upload, or import into our services ("Your Content"). By using our services, you grant Codevertex a limited, worldwide, royalty-free licence to host, process, and transmit Your Content solely to provide the contracted services. We do not claim any ownership rights over Your Content.

8.3 Feedback

If you provide feedback, suggestions, or feature requests, you grant us a royalty-free, irrevocable, perpetual licence to use and incorporate such feedback into our products without obligation or attribution.

Our handling of personal data is described in detail in our Privacy Policy, which is incorporated into these Terms by reference. Key commitments:

• We collect only the data necessary to provide the contracted services.
• We do not sell your personal data to third parties.
• All sensitive data is encrypted at rest (AES-256-GCM) and in transit (TLS 1.2+).
• Third-party API credentials (Google Ads, Meta) are encrypted and never accessible to our staff.
• You may request data deletion at any time; see the Privacy Policy for retention obligations.

10.1 Fees

Certain services are available on a paid subscription basis. Fees are as described on our Pricing page. All prices are in USD unless otherwise specified and are exclusive of applicable taxes.

10.2 Billing Cycle

Subscriptions are billed monthly or annually, in advance. Your subscription automatically renews at the end of each billing cycle unless you cancel before the renewal date.

10.3 Refunds

Payments for completed billing periods are generally non-refundable. Exceptions apply where required by Kenyan consumer protection law or where we have materially failed to deliver the contracted service. Refund requests should be directed to support@codevertexitsolutions.com.

10.4 Suspension for Non-Payment

If a payment fails, we will notify you and provide a grace period of at least 7 days. If payment is not received within the grace period, we may suspend access to paid services until the outstanding balance is settled.

We aim to provide highly available services and target an uptime of 99.5% per calendar month for core services. However, we do not guarantee uninterrupted service. Scheduled maintenance, third-party infrastructure failures, and circumstances beyond our control may cause temporary downtime. Current service status is available at /status.

We may modify, update, or discontinue features or services with reasonable notice. Material discontinuations affecting paid subscribers will be communicated at least 30 days in advance.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ACCURACY. WE DO NOT WARRANT THAT THE SERVICES WILL BE ERROR-FREE, UNINTERRUPTED, OR THAT ANY DEFECTS WILL BE CORRECTED.

We are not responsible for the availability, accuracy, or policies of third-party services (including Google Ads API, Meta Graph API, or OAuth providers) that you connect to our platform.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CODEVERTEX IT SOLUTIONS, ITS DIRECTORS, EMPLOYEES, PARTNERS, AND SUPPLIERS SHALL NOT BE LIABLE FOR ANY:

• INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES;
• LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY;
• DAMAGE ARISING FROM THIRD-PARTY ACTIONS, SYSTEM OUTAGES, OR FORCE MAJEURE EVENTS;

WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL OUR AGGREGATE LIABILITY TO YOU EXCEED THE GREATER OF: (A) THE TOTAL FEES PAID BY YOU IN THE 12 MONTHS PRECEDING THE CLAIM, OR (B) USD $100.

You agree to indemnify, defend, and hold harmless Codevertex Africa Limited, its officers, directors, employees, and agents from and against any claims, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or relating to: (a) your use of the services in violation of these Terms; (b) Your Content; (c) your violation of any applicable law or third-party right; or (d) your connection of third-party accounts without proper authorisation.

15.1 By You

You may close your account at any time from your account settings or by contacting support. Paid subscriptions that are cancelled will remain active until the end of the current billing period; no refund is issued for the remainder of that period.

15.2 By Codevertex

We reserve the right to suspend or terminate your account, with or without notice, for:

• Violation of these Terms or our Acceptable Use Policy.
• Non-payment of outstanding fees after the grace period.
• Conduct that poses a security risk to us or other users.
• Requirement under applicable law or court order.

15.3 Effect of Termination

Upon termination: (a) your licence to use the services immediately ceases; (b) you may request an export of Your Content within 30 days of termination; (c) after 30 days, we may permanently delete your data subject to our retention obligations.

These Terms are governed by and construed in accordance with the laws of the Republic of Kenya, without regard to its conflict-of-laws principles.

Any dispute arising out of or in connection with these Terms or the services shall first be submitted to good-faith negotiation. If not resolved within 30 days, disputes shall be referred to the competent courts of Kisumu County, Kenya. Both parties submit to the exclusive jurisdiction of those courts for this purpose.

Nothing in this clause prevents either party from seeking urgent interim relief from a competent court to prevent irreparable harm.

We may update these Terms from time to time. When we make material changes, we will:

• Post the revised Terms on this page with an updated effective date.
• Send an email notification to your registered address at least 14 days before the changes take effect.
• Display an in-product banner requiring acknowledgement for significant changes.

Your continued use of the services after the effective date of the revised Terms constitutes your acceptance. If you do not agree to the changes, you must stop using the services and may close your account.

For questions, legal notices, or concerns about these Terms, please contact us: