Terms & Conditions

1. Introduction

These Terms and Conditions govern the provision of services by Codehelix (Pty) Ltd ("Codehelix", "we", "us", or "our") to clients ("you", "the Client"). By engaging our services, you agree to be bound by these terms.

Codehelix is a registered South African company providing web development, web application development, website hosting, email hosting, server management, and related digital services.

Contact Details:
Codehelix (Pty) Ltd
9A Milton Road, Westville
KwaZulu-Natal, 3630
South Africa
Email: hello@codehelix.io
Phone: +27 82 332 6804

2. Services

Codehelix provides the following services, subject to individual project agreements:

• Custom website design and development
• Web application development
• WordPress development and customisation
• Website hosting and server management
• Email hosting and management
• Domain registration and DNS management
• Website maintenance and support
• Performance optimisation and SEO setup
• Security monitoring and management

The specific scope of services for each engagement will be defined in a separate quotation, proposal, or service level agreement.

3. Quotations and Estimates

3.1 Validity

Cost estimates and quotations provided by Codehelix are valid for 30 days from the date of issuance. After this period, a new estimate may be required.

3.2 Scope of Work

Quotations are based on the requirements discussed and documented at the time of quoting. Any work requested outside of the initial project scope will be quoted separately or billed at Codehelix's standard hourly rate of R900 per hour.

3.3 Acceptance

To initiate a project, the Client is required to provide written acceptance of the quotation or proposal, including these Terms and Conditions, and a purchase order if applicable.

4. Payment Terms

4.1 Project Work

Deposit: A 50% deposit is due immediately upon acceptance of the quotation. Work will commence only after receipt of this deposit.

Final Payment: The remaining 50% balance is due upon project completion, prior to the release or deployment of websites, code, or electronic artwork.

Payment Plans: Where a payment plan has been agreed in writing, the following conditions apply:

• Payment plans are structured as a deposit followed by equal monthly instalments
• Subsequent instalments are due on the 1st of each month
• Late payments will incur an additional fee of 5% of the outstanding amount per month

4.2 Hosting and Recurring Services

Invoicing: Invoices for hosting and recurring services are issued on the 12th of each month for the following month's services.

Due Date: Payment is due on or before the 1st of the month for which services are provided. Services are payable in advance.

Late Payment: Services may be suspended for accounts more than 7 days in arrears.

4.3 General Payment Terms

All invoices are due upon receipt (COD) unless otherwise agreed in writing. Invoices unpaid within 14 days will accrue interest at the rate of the South African prime lending rate.

Payments must be made via direct transfer into Codehelix's bank account. Bank details will be provided on invoices.

5. Client Responsibilities

5.1 Content Provision

The Client is responsible for providing all necessary content for the website or project, including logos, images, text, and other materials, in an appropriate electronic format. Failure to provide these materials in a timely manner may result in project delays. Clients must provide all requested materials within 7 days of request unless otherwise agreed in writing.

5.2 Timely Feedback

The Client agrees to provide timely feedback, approvals, access credentials, and any other information required by Codehelix to perform the services. Delays caused by the Client's failure to provide such materials may impact delivery timelines and do not reduce the Client's payment obligations.

5.3 Accuracy of Information

The Client is responsible for the accuracy and legality of all content provided. Codehelix is not liable for any claims arising from content supplied by the Client.

5.4 Account Access

Where Codehelix manages third-party services on the Client's behalf, the Client must provide necessary account access and credentials. The Client remains responsible for maintaining the security of their own accounts.

6. Copywriting and Photography

6.1 Copywriting Services

If the Client is unable to provide the necessary text content, Codehelix may engage a professional copywriter on the Client's behalf. The cost for these services will be billed to the Client additionally and will require the Client's approval before commencement.

6.2 Photography and Imagery

In the event that specific photography is not available, Codehelix reserves the right to utilise stock photography to complete the design. The cost for any stock photography used will be billed separately to the Client.

7. Project Development and Delivery

7.1 Development Process

Codehelix follows a structured development process typically involving development, quality assurance, staging for client approval, and production deployment. Specific timelines will be outlined in individual project proposals.

7.2 Revisions

The number of design revisions included in a project will be specified in the quotation. Additional revisions beyond the agreed scope will be billed at the standard hourly rate.

7.3 Deployment

No websites, code, applications, or electronic artwork will be deployed or released until full payment has been received.

7.4 "As Is" Delivery

Services and deliverables are provided "as is," without any warranty, express or implied. Codehelix disclaims any warranty of merchantability, fitness for a particular purpose, or non-infringement.

8. Project Delays

If any project phase is delayed by more than 45 days due to Client inaction or delay, Codehelix reserves the right to:

• Invoice for work completed to date
• Place the project on hold until the Client is ready to proceed
• Re-scope and re-quote the remaining work

Project delays caused by Codehelix will be communicated promptly, and timelines will be adjusted accordingly at no additional cost to the Client.

9. Hosting Services

9.1 Service Description

Codehelix provides managed hosting services on secure servers. Hosting packages include server space, bandwidth allocation, email hosting, SSL certificates, and daily backups as specified in individual hosting agreements.

9.2 Uptime

Codehelix aims to provide 99.9% server uptime. This excludes scheduled maintenance, which will be communicated in advance where possible, and circumstances beyond our reasonable control.

9.3 Backups

Daily and weekly backups are performed as standard. In the event of data loss, Codehelix will restore from the most recent available backup. Codehelix shall not be liable for any data loss that occurs between backup intervals.

9.4 Resource Limits

Hosting packages are subject to fair use policies. Storage, bandwidth, and email account limits are determined by the hosting package. Excessive resource usage may require an upgrade to a higher tier package.

9.5 Acceptable Use

Clients may not use Codehelix hosting services for:

• Illegal activities or content
• Distribution of malware, spam, or malicious code
• Content that infringes intellectual property rights
• Activities that negatively impact server performance for other clients

Codehelix reserves the right to suspend or terminate hosting services for violations of acceptable use policies.

9.6 Suspension for Non-Payment

Hosting services may be suspended for accounts more than 7 days in arrears. Restoration of services after suspension may incur an additional fee.

10. Email Hosting Services

10.1 Service Description

Email hosting is provided as part of hosting packages or as a standalone service. Mailbox sizes and limits are determined by the hosting package.

10.2 Deliverability

Codehelix provides email hosting on a best-effort basis. Email deliverability depends on many factors outside our control, including recipient server policies, spam filters, and domain reputation. Codehelix does not guarantee email delivery.

10.3 Spam and Abuse

Clients must not use email services for sending unsolicited bulk email (spam) or any form of email abuse. Violation may result in immediate suspension of email services without refund.

10.4 Email Security

Codehelix implements spam filtering and security measures. However, the Client remains responsible for exercising caution with email attachments and links. Codehelix is not liable for security incidents resulting from Client actions.

11. Security and Client Negligence

11.1 Security Measures

Codehelix implements industry-standard security measures including firewalls, malware scanning, brute-force protection, and regular security updates.

11.2 Client Responsibility

The Client is responsible for:

• Maintaining strong, unique passwords for all accounts
• Keeping WordPress plugins, themes, and core software updated (unless covered by a maintenance agreement)
• Not installing untrusted plugins or themes
• Reporting any suspected security issues promptly

11.3 Security Incidents Due to Client Negligence

If a website or application is compromised due to Client negligence (including but not limited to weak passwords, outdated software the Client insisted on retaining, or installation of vulnerable plugins), Codehelix is not responsible for the breach. Recovery and remediation work will be quoted and billed separately at the standard hourly rate.

11.4 Malware and Hack Recovery

Codehelix offers malware removal and hack recovery services. These services are not included in standard hosting or maintenance packages and will be quoted based on the severity of the incident.

12. Third-Party Costs

All third-party costs, including but not limited to:

• Domain registration and renewal fees
• SSL certificate fees (where not included in hosting)
• Premium plugin or theme licenses
• Stock photography
• Payment gateway fees
• Third-party API costs
• CDN services

are for the Client's account. Where Codehelix manages third-party services on behalf of the Client, these costs will be invoiced to the Client.

13. Intellectual Property and Ownership

13.1 Ownership During Development

All design files, development work, code, and associated intellectual property created by Codehelix remain the sole property of Codehelix until full payment for the completed project is received.

13.2 Transfer of Ownership

Upon full payment, Codehelix will transfer ownership of the final deliverables to the Client. This includes custom code, designs, and content created specifically for the project.

13.3 Third-Party Components

Websites and applications may incorporate third-party components (themes, plugins, libraries, fonts) that are licensed rather than owned. These remain subject to their respective licence terms and are not transferred to the Client as owned assets.

13.4 Pre-Existing Materials

Any pre-existing intellectual property, frameworks, code libraries, or tools used by Codehelix remain the property of Codehelix or their respective owners.

13.5 Portfolio Rights

Codehelix reserves the right to display any part of the work created in the course of a project as part of its portfolio and as examples of past work in promotional materials. If the Client wishes to exclude their project from the portfolio, they must notify Codehelix in writing before project completion.

14. Bug Fix Warranty

A 60-day warranty period applies from the date of project go-live. During this period, any bugs or defects in code developed as part of the project will be fixed at no additional charge.

This warranty covers issues arising from the development work delivered and does not cover:

• Bugs caused by Client modifications
• Issues arising from third-party plugin or theme updates
• Hosting environment changes not made by Codehelix
• Issues outside the scope of the original project

After the 60-day warranty period, bug fixes will be billed at the standard hourly rate.

15. Maintenance Services

15.1 Scope

Website maintenance services, where agreed, typically include WordPress core, theme, and plugin updates; security monitoring; performance monitoring; backups; and minor content updates. The specific scope is defined in individual maintenance agreements or service level agreements.

15.2 Exclusions

Unless specifically included in a maintenance agreement, the following are excluded and will be quoted separately:

• Major design changes or structural overhauls
• New feature development
• Content creation
• Advanced SEO campaigns
• Third-party integration changes

15.3 Response Times

General support requests will be addressed within 48 hours during business days (Monday to Friday, 8am to 4pm, excluding public holidays). Critical issues such as security breaches, downtime, or severe errors will be responded to within 12 hours.

16. Limitation of Liability

16.1 Cap on Liability

Codehelix's liability for any claim arising out of this agreement, including negligence, shall not exceed the total amount of fees paid by the Client for the services rendered in the preceding 3 months.

16.2 Exclusion of Consequential Damages

Under no circumstances shall Codehelix be liable for any indirect, incidental, special, or consequential damages arising from the service provision or the Client's use of the deliverables, including but not limited to loss of profits, revenue, data, or business opportunities.

16.3 Third-Party Services

Codehelix is not liable for the actions, failures, or policies of third-party service providers, including but not limited to hosting infrastructure providers, payment gateways, domain registrars, and plugin developers.

17. Indemnification

The Client agrees to indemnify and hold harmless Codehelix, its directors, employees, and agents from any claims, damages, losses, or expenses (including legal fees) arising from:

• Content provided by the Client
• The Client's use of the deliverables
• The Client's breach of these Terms and Conditions
• Any third-party claims related to the Client's website or application

18. Confidentiality

Both parties agree to maintain confidentiality regarding any proprietary information shared during the course of the engagement. This obligation extends beyond the termination of the agreement.

Confidential information does not include information that:

• Is or becomes publicly available through no fault of the receiving party
• Was already known to the receiving party prior to disclosure
• Is independently developed by the receiving party

19. Data Protection and POPIA Compliance

19.1 Compliance

Both parties agree to comply with the Protection of Personal Information Act (POPIA) and any other applicable data protection legislation.

19.2 Processing

Codehelix will process personal information only as necessary to perform the services under the agreement and will implement appropriate technical and organisational measures to protect such information.

19.3 Client Responsibility

The Client remains the responsible party for any personal information processed through their website or application and must ensure that all necessary consents have been obtained from data subjects.

19.4 Data Breach

In the event of a data breach, the affected party shall notify the other party within 72 hours of becoming aware of the breach.

20. Force Majeure

Neither party shall be liable for any failure to perform its obligations under this agreement due to circumstances beyond its reasonable control, including but not limited to acts of God, war, terrorism, strikes, government regulations, pandemic, natural disasters, or failure of third-party infrastructure.

In such an event, the affected party shall notify the other party in writing as soon as possible.

21. Termination

21.1 Project Work

Either party may terminate a project agreement with 30 days' written notice. In the event of early termination by the Client, Codehelix reserves the right to invoice for work completed up to the termination date, plus any costs directly associated with the project cancellation.

21.2 Ongoing Services

Either party may terminate ongoing service agreements (hosting, maintenance) with 30 days' written notice. Work performed before termination will be billed on a pro-rata basis. If terminated within an active month after work has commenced, the full month's charge applies.

21.3 Termination for Breach

Should either party commit a material breach of the agreement and fail to remedy such breach within 7 days of receiving written notification, the non-breaching party will be entitled to terminate the agreement immediately without prejudice to their rights. The non-breaching party may claim damages suffered as a result of the breach.

21.4 Effect of Termination

Upon termination:

• All outstanding invoices become immediately due
• Client data and backups will be provided upon request if the account is in good standing
• Codehelix will provide reasonable assistance in transitioning services, subject to payment for time incurred

22. Dispute Resolution

Both parties agree that any disputes arising out of this agreement shall first be addressed through good-faith negotiation. If the dispute cannot be resolved through negotiation within 30 days, it shall be settled by arbitration in terms of the Arbitration Act of South Africa.

23. Severability

If any provision of these Terms and Conditions is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such finding shall not affect the validity of the remaining provisions, which shall continue in full force and effect.

24. Entire Agreement

These Terms and Conditions, together with any quotation, proposal, or service level agreement, constitute the entire agreement between the parties with respect to the subject matter and supersede all prior negotiations, representations, warranties, and agreements between the parties, whether written or oral.

25. Amendments

These Terms and Conditions may be updated from time to time. Changes will be communicated to existing clients and will apply to new engagements from the date of publication. No amendment or variation of an existing agreement shall be valid or binding unless made in writing and agreed by both parties.

26. Assignment

Neither party may assign or transfer this agreement, or any rights or obligations hereunder, to any third party without the prior written consent of the other party.

27. Governing Law

These Terms and Conditions shall be governed by and construed in accordance with the laws of the Republic of South Africa. Both parties submit to the jurisdiction of the South African courts.

28. Contact

For questions about these Terms and Conditions, please contact:

Codehelix (Pty) Ltd
Email: hello@codehelix.io
Phone: +27 82 332 6804

By engaging Codehelix's services, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions.