Terms of Service

1. Parties to This Agreement

These Terms of Service ("Terms") constitute a legally binding agreement between Code360 Dev ("Company," "we," "us," or "our"), a web development and digital services company, and you, whether an individual or a legal entity ("Client," "User," or "you"), who accesses or uses any service, website, product, or platform operated by Code360 Dev.

Code360 Dev operates globally and serves clients across the United States, the European Union, the United Kingdom, Africa, and other jurisdictions worldwide.

2. Services Provided

Code360 Dev offers, but is not limited to, the following professional services:

• Full-stack web and application development
• UI/UX design and prototyping
• Mobile application development (iOS and Android)
• Blockchain and Web3 development
• Artificial intelligence and machine learning integration
• Search engine optimisation (SEO) and digital marketing
• Website maintenance, hosting setup, and technical support
• Software consulting and code auditing

The specific scope, deliverables, timeline, and pricing of any engagement shall be defined in a separate project agreement, statement of work, or proposal accepted by both parties. These Terms govern all such engagements unless expressly superseded in writing.

3. Acceptance of Terms

By engaging our services, creating an account on our client portal, submitting an order request, signing a project proposal, making a payment, or otherwise communicating intent to work with Code360 Dev, you unconditionally accept these Terms. Your continued use of our services following any modification to these Terms constitutes acceptance of the updated Terms.

If you are accepting these Terms on behalf of a company, organisation, or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms.

4. Client Responsibilities

As a Client, you are responsible for:

• Providing accurate, complete, and timely information, content, and materials necessary for project delivery.
• Ensuring that any materials, content, logos, images, trademarks, or data you provide to Code360 Dev do not infringe any third-party intellectual property rights, privacy rights, or applicable law.
• Designating an authorised point of contact for communication and approvals.
• Making payments in accordance with agreed-upon schedules and invoices.
• Reviewing and approving deliverables in a timely manner; delays caused by the Client do not entitle the Client to claim project delays or refunds attributable to Code360 Dev.
• Maintaining the confidentiality of your account credentials and notifying Code360 Dev immediately of any unauthorised access.
• Ensuring the final product is used in compliance with all applicable laws in your jurisdiction, including but not limited to consumer protection laws, data privacy laws, and sector-specific regulations.

5. Payment Terms

All fees are quoted in the agreed project proposal or invoice. Unless otherwise stated, Code360 Dev requires a minimum deposit of 50% of the total project cost before any work commences, with the remaining balance due upon project completion or as agreed in the payment schedule.

Invoices are due within 14 calendar days of issuance unless a different timeline is agreed in writing. Overdue payments may attract a late payment fee of 1.5% per month compounded monthly, or the maximum rate permitted by applicable law, whichever is lower.

Code360 Dev reserves the right to suspend or terminate work on any project where payments are overdue by more than 14 days. Any costs or damages arising from such suspension are the responsibility of the Client.

All quoted prices are exclusive of applicable taxes (including VAT, GST, sales tax, or withholding taxes) unless explicitly stated. Clients are responsible for all applicable taxes in their jurisdiction.

6. Intellectual Property Rights

Client-owned work: Upon receipt of full payment for a project, Code360 Dev assigns to the Client all intellectual property rights in the custom deliverables created specifically for that project, to the extent permitted by law. "Deliverables" means original code, designs, and written content exclusively created for the Client.

Code360 Dev retained rights: Code360 Dev retains all rights, title, and interest in and to: (i) pre-existing code, libraries, frameworks, tools, methodologies, and know-how ("Background IP"); (ii) general development practices and techniques; and (iii) any third-party open-source components subject to their own licences. Background IP incorporated into deliverables is licensed to the Client on a non-exclusive, royalty-free basis for the purpose of using the deliverable.

Portfolio rights: Unless agreed otherwise in writing, Code360 Dev reserves the right to showcase completed work in its portfolio, website, case studies, and marketing materials.

Client content: You grant Code360 Dev a limited licence to use any content, trademarks, or materials you provide solely for the purpose of delivering the agreed services.

7. Limitation of Liability

Code360 Dev's total cumulative liability to any Client for any claims arising out of or related to these Terms or any project shall not exceed the total fees paid by the Client to Code360 Dev in the three (3) months immediately preceding the event giving rise to the claim.

Code360 Dev is not liable for:

• Revenue loss, business interruption, or loss of profits, data, or goodwill.
• Damages arising from Client misuse, modification, or misappropriation of delivered products or services.
• Failures caused by third-party platforms, APIs, hosting providers, payment processors, or external services integrated into the project.
• Security breaches resulting from the Client's failure to implement recommended security measures post-delivery.
• Content published by the Client that infringes third-party rights, violates applicable law, or causes harm to any person.
• Any downstream consequences of the Client's product on end-users, including but not limited to personal injury, financial loss, or data compromise.
• Changes in law or regulatory requirements that affect delivered products after final handover.
• Force majeure events including natural disasters, war, government restrictions, internet outages, or pandemics.

8. Prohibited Use & Misuse Disclaimer

You expressly agree that you will not use our services or any deliverable to:

• Conduct, facilitate, or promote any illegal activity under the laws of any applicable jurisdiction.
• Engage in fraud, money laundering, identity theft, or any other financial crime.
• Distribute malware, spyware, viruses, or any other harmful software.
• Infringe on the intellectual property, privacy, or publicity rights of any third party.
• Collect or store personal data of end-users in violation of applicable data protection laws.
• Harass, abuse, threaten, defame, or discriminate against any individual or group.
• Facilitate the distribution of illegal content, including but not limited to child exploitation material, hate speech, or terrorist content.
• Circumvent, disable, or interfere with security features of any software, service, or system.
• Misrepresent Code360 Dev as a partner, affiliate, or endorser of your business or product.

Any misuse of deliverables is the sole responsibility of the Client. Code360 Dev shall not be named, implicated, or held responsible in any legal, regulatory, civil, or criminal proceeding arising from the Client's misuse of delivered work. The Client agrees to fully indemnify Code360 Dev against any claims, penalties, or damages resulting from such misuse.

9. Indemnification

You agree to defend, indemnify, and hold harmless Code360 Dev and its officers, directors, employees, contractors, and agents from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses (including reasonable legal fees) arising from: (i) your use or misuse of our services or any deliverable; (ii) your breach of these Terms; (iii) your violation of any applicable law or regulation; (iv) any third-party claim relating to content or materials you provided to Code360 Dev; or (v) your products or services built on top of Code360 Dev deliverables.

10. Confidentiality

Both parties agree to keep confidential all non-public, proprietary, or sensitive information disclosed during the course of the engagement ("Confidential Information"). Neither party shall disclose Confidential Information to any third party without the prior written consent of the disclosing party, except as required by law or court order.

Confidential Information does not include information that: (i) is or becomes publicly known through no fault of the receiving party; (ii) was already known to the receiving party prior to disclosure; (iii) is independently developed by the receiving party; or (iv) is disclosed pursuant to a legal obligation, provided the disclosing party is given reasonable prior notice where legally permissible.

11. Data Protection & Privacy

11.1 General

Code360 Dev processes personal data in accordance with its Privacy Policy, which is incorporated into these Terms by reference. Our Privacy Policy describes what data we collect, why we collect it, how we use it, and the rights you have over it.

11.2 European Union — GDPR Compliance

For Users or Clients located in the European Union or European Economic Area, Code360 Dev complies with the General Data Protection Regulation (EU) 2016/679 ("GDPR"). Where Code360 Dev acts as a data processor on your behalf, a Data Processing Agreement ("DPA") may be executed upon request. You have the right to access, rectify, erase, restrict, or port your personal data, and to object to certain processing, as outlined in our Privacy Policy. Requests may be submitted to our designated Data Protection contact.

11.3 United Kingdom — UK GDPR & DPA 2018

For UK-based clients, Code360 Dev complies with the UK General Data Protection Regulation and the Data Protection Act 2018. Your rights under UK data protection law are substantially equivalent to those under the EU GDPR.

11.4 United States — CCPA & Other US Laws

For California residents, Code360 Dev complies with the California Consumer Privacy Act (CCPA) as amended by the California Privacy Rights Act (CPRA). You have the right to know, delete, correct, and opt out of the sale or sharing of your personal information. Code360 Dev does not sell personal data.

Clients in other US states with applicable data privacy laws (including Virginia VCDPA, Colorado CPA, Connecticut CTDPA, and others) may exercise similar rights as set out in our Privacy Policy.

11.5 Africa — POPIA & Continental Frameworks

For South African clients and data subjects, Code360 Dev complies with the Protection of Personal Information Act, 2013 ("POPIA"). For clients and data subjects in Nigeria, Code360 Dev acknowledges the Nigeria Data Protection Act 2023 ("NDPA") and applicable regulations. For Kenyan clients, the Data Protection Act, 2019 applies. For Ghanaian clients, the Data Protection Act, 2012 (Act 843) is recognised.

Code360 Dev is committed to aligning its data processing practices with the African Union Convention on Cyber Security and Personal Data Protection ("Malabo Convention") to the extent it has been adopted in relevant jurisdictions.

Regardless of jurisdiction, Code360 Dev applies the principle of data minimisation, purpose limitation, and appropriate technical and organisational measures to protect all personal data it processes.

12. Warranties & Disclaimers

Code360 Dev warrants that its services will be performed in a professional and workmanlike manner consistent with industry standards. Code360 Dev will use reasonable efforts to deliver work that conforms to the agreed specifications.

Disclaimer of Implied Warranties:

Except as expressly stated above, services and deliverables are provided "as is" and "as available" without warranties of any kind, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, non-infringement, or uninterrupted operation. Code360 Dev does not warrant that deliverables will be error-free, meet every business requirement not specified in the project scope, or remain compatible with future third-party software or platform updates.

13. Termination

Either party may terminate a project engagement with 14 days' written notice. Upon termination:

• The Client shall pay for all work completed up to the termination date at the agreed rate.
• Code360 Dev shall deliver all completed or substantially completed work and associated assets to the Client, subject to receipt of outstanding payments.
• Any non-refundable deposits are forfeited unless Code360 Dev is in material breach of these Terms.

Code360 Dev may immediately terminate any agreement and suspend access if: the Client breaches these Terms; the Client engages in fraudulent, abusive, or illegal activity; payments are overdue by more than 30 days; or Code360 Dev is required to do so by applicable law.

14. Governing Law & Jurisdiction

These Terms are governed by and construed in accordance with the laws applicable to Code360 Dev's principal place of business. The parties agree to the following jurisdiction-specific provisions:

14.1 European Union / EEA Clients

To the extent mandatory consumer protection or data protection laws of an EU/EEA member state apply, those local laws shall govern with respect to those specific matters. EU/EEA clients may also have recourse to the relevant national supervisory authority for data protection complaints.

14.2 United Kingdom Clients

UK-based clients may benefit from rights under the Consumer Rights Act 2015 and related UK consumer legislation to the extent those laws apply to business-to-consumer transactions.

14.3 United States Clients

For US-based clients, any dispute not resolved amicably shall be settled by binding arbitration under the rules of the American Arbitration Association (AAA), conducted in English. US clients in California additionally acknowledge rights under applicable California state law. Nothing herein shall be construed to waive any non-waivable rights under applicable state or federal consumer protection statutes.

14.4 African Clients

Clients based in African jurisdictions acknowledge that local mandatory law may apply to certain aspects of this agreement. Code360 Dev is committed to good-faith compliance with applicable mandatory requirements in South Africa, Nigeria, Kenya, Ghana, and other African countries where it has an active client base. Where local mandatory law conflicts with these Terms, the local mandatory law shall prevail to the minimum extent necessary.

14.5 Dispute Resolution

Before initiating any formal legal proceedings, both parties agree to attempt good-faith negotiation to resolve disputes within 30 days of written notice of a dispute. If unresolved, disputes shall be referred to mediation. If mediation fails, disputes shall be resolved through binding arbitration or litigation in the applicable competent court, as determined by the governing law applicable to the client's jurisdiction.

15. EU & UK Consumer Rights

If you are a consumer (not a business) in the EU or UK, you may have a statutory right to cancel a service contract within 14 calendar days of entering into it (the "cooling-off period"), provided that performance of the services has not commenced with your prior consent. Once work has begun at your request, you acknowledge that the right of withdrawal may be partially or fully lost in respect of work already performed. Please contact us at the details below to exercise any applicable cancellation rights.

16. Third-Party Services & Links

Code360 Dev may integrate, recommend, or utilise third-party tools, platforms, APIs, or services (e.g. cloud hosting providers, payment processors, analytics tools). Code360 Dev is not responsible for the performance, security, privacy practices, or availability of any third-party services. Use of third-party services is subject to those parties' own terms and policies.

Any links to third-party websites on our site are provided for informational purposes only. Code360 Dev does not endorse and is not responsible for the content, accuracy, or practices of linked websites.

17. Amendments to These Terms

Code360 Dev reserves the right to modify these Terms at any time. Material changes will be communicated via email or a prominent notice on our website at least 14 days before they take effect. Your continued use of our services after the effective date of any amendment constitutes your acceptance of the revised Terms.

18. General Provisions

• Entire Agreement: These Terms, together with any project agreement, statement of work, or proposal, constitute the entire agreement between the parties and supersede all prior negotiations or representations.
• Severability: If any provision of these Terms is found invalid or unenforceable, the remaining provisions shall continue in full force and effect.
• Waiver: Failure by Code360 Dev to enforce any provision of these Terms shall not be deemed a waiver of that provision or any other right.
• Assignment: You may not assign any rights or obligations under these Terms without Code360 Dev's prior written consent. Code360 Dev may assign these Terms in connection with a merger, acquisition, or sale of assets.
• No Partnership: Nothing in these Terms creates a partnership, employment relationship, or agency between the parties. Code360 Dev operates as an independent contractor.
• Language: These Terms are written in English. Any translations are provided for convenience only; the English version shall prevail in case of any conflict.
• Notices: All legal notices must be sent in writing via email to the designated contact address and shall be deemed delivered upon confirmation of receipt.

19. Contact Information

If you have any questions, concerns, or requests regarding these Terms of Service, please contact us: