Terms of Service

These Terms of Service ("Terms") govern your use of the services provided by Kodewave ("we," "us," "our"), including website design and development projects, optional care and hosting, and any related tools or add-ons.

By engaging our services, you agree to these Terms.

1. Services

(a) Project work — Bespoke website and web application design and development. Every project is quoted individually against an agreed scope; there are no plans, tiers or packages. Upon full payment, the client owns the custom codebase, design assets, and all deliverables. Kodewave retains the right to reuse general-purpose code patterns, frameworks, and non-client-specific components.

(b) Care and hosting — An optional ongoing service available after launch, covering hosting, monitoring, backups, security updates and content changes. It is billed monthly and either party may end it at any time. Clients who do not take it run and host the site themselves.

2. Payments and Fees

(a) Project work: Fixed-price, quoted in writing before work begins. 50% of the project fee is due upfront before work begins. The remaining 50% is due upon delivery and approval. Installment arrangements for the balance may be offered at Kodewave's discretion. There is no separate setup or design fee.

(b) Care and hosting: Billed monthly in advance for as long as the service is running.

(c) All prices are quoted in Philippine Pesos (PHP) unless otherwise stated. We accept bank transfer, GCash, Maya, and other payment methods as communicated during onboarding.

(d) Late payments: Invoices unpaid for more than 14 days may result in development work being paused or care and hosting being suspended. Services will resume upon payment.

3. Project Work — Specific Terms

(a) A detailed project scope will be agreed upon before development begins. Changes to scope after development has started may incur additional fees, which will be quoted and approved before implementation.

(b) The client receives one round of revisions on the design and one round of revisions on the final build, unless otherwise agreed in the project scope. Additional revision rounds may be quoted separately.

(c) Upon full payment, the client receives full ownership of the custom codebase and design assets. Kodewave will provide the complete source code via a Git repository or file transfer, and will hand over any domain, hosting or third-party accounts held on the client's behalf.

(d) Post-launch support is not included in the project fee unless care and hosting or another support arrangement is agreed separately. Bug fixes discovered within 30 days of launch will be addressed at no additional cost.

(e) Hosting, domains and third-party services are billed at cost or set up in the client's own accounts. Unless care and hosting is agreed separately, the client is responsible for their own hosting, domain, and server maintenance after launch.

4. Care and Hosting — Specific Terms

(a) Care and hosting is provided on a month-to-month basis. You may end it at any time by providing written notice (email or Messenger). Your site will remain live until the end of the current billing period.

(b) When care and hosting ends, Kodewave will hand over the site files, database and any accounts held on your behalf so you can host the site elsewhere. Your content and codebase remain yours throughout.

(c) Kodewave reserves the right to suspend or end care and hosting for: non-payment exceeding 30 days, or hosting content that is illegal, harmful, or violates Philippine law.

(d) Kodewave performs regular backups but does not guarantee data recovery in all circumstances. Clients are encouraged to maintain their own copies of critical content.

(e) If you configure Google Analytics or other tracking tools via your Kodewave dashboard, you are responsible for ensuring your use of those tools complies with applicable privacy laws, including displaying appropriate notices to your website visitors. Kodewave provides a default cookie notice banner when analytics are enabled, but you are responsible for the accuracy and completeness of your own privacy disclosures.

5. AI Features

(a) AI features, including the Chat Assistant and Content Writer, are an optional add-on rather than part of every build. They are powered by third-party AI models (currently OpenAI). Kodewave does not guarantee the accuracy, completeness, or appropriateness of AI-generated responses. Clients are responsible for reviewing AI-generated content before publishing.

(b) Conversation data processed by AI features is stored securely and used solely to provide and improve the service for the respective client. Kodewave does not share individual client data with other clients or third parties, except as required by law.

(c) AI features may be updated, modified, or replaced as underlying technology evolves. Kodewave will provide reasonable notice of material changes to AI functionality.

(d) Where an AI add-on carries a usage allowance, that allowance is set out in writing when the add-on is agreed. Usage beyond the agreed allowance may be quoted separately, or the feature paused until the next billing cycle.

6. Intellectual Property

(a) Client content (text, images, logos, business data) remains the property of the client at all times.

(b) Kodewave retains ownership of: general-purpose code libraries and components, its own internal tooling and infrastructure, and the Kodewave brand, name, and marketing materials.

(c) Kodewave may display client websites in its portfolio and marketing materials unless the client requests otherwise in writing.

7. Client Responsibilities and Indemnification

(a) You are solely responsible for the content you upload, publish, or make available through your website, including text, images, videos, and any data provided to the AI Chat Assistant.

(b) You represent and warrant that you have the legal right to use all content you provide and that such content does not infringe on the intellectual property, privacy, or other rights of any third party.

(c) You agree to indemnify, defend, and hold harmless Kodewave, its owner, and contractors from any claims, damages, losses, or expenses (including reasonable attorney's fees) arising from: (i) your content, (ii) your use of the services in violation of these Terms, (iii) your violation of any applicable law, or (iv) any third-party claim related to your website or business operations.

(d) You are responsible for complying with all applicable laws in your jurisdiction, including but not limited to the Data Privacy Act of 2012 (RA 10173), consumer protection laws, and industry-specific regulations that apply to your business.

8. Acceptable Use

You may not use Kodewave's services to:

(a) Host, distribute, or promote content that is illegal, defamatory, obscene, or harmful under Philippine law.

(b) Infringe on the intellectual property rights of others.

(c) Transmit malware, spam, or engage in phishing or other deceptive practices.

(d) Interfere with or disrupt Kodewave's infrastructure or the services Kodewave provides to other clients.

(e) Use the AI features to generate content that is fraudulent, misleading, or harmful.

Violation of this section may result in immediate suspension or termination of your services without prior notice.

9. Limitation of Liability

(a) Kodewave provides services on an "as is" basis. We do not guarantee uninterrupted service, specific business outcomes, or that AI features will be error-free.

(b) Kodewave's total liability for any claim arising from our services shall not exceed the total fees paid by the client in the 12 months preceding the claim.

(c) Kodewave is not liable for indirect, incidental, or consequential damages including lost revenue, lost data, or business interruption.

(d) Kodewave is not responsible for any losses resulting from: third-party service outages (including OpenAI, cloud hosting providers, or payment processors), inaccurate AI-generated responses that were not reviewed by the client before publishing, or unauthorized access to your account resulting from your failure to maintain secure credentials.

10. Dispute Resolution

(a) In the event of a dispute arising from or relating to these Terms, the parties agree to first attempt resolution through good-faith negotiation via email or Messenger within 30 days of written notice of the dispute.

(b) If the dispute is not resolved through negotiation, the parties agree to attempt mediation before a mutually agreed-upon mediator in Quezon City, Metro Manila. Mediation costs shall be shared equally.

(c) If mediation fails, either party may pursue resolution through the courts of Quezon City, Metro Manila, under the laws of the Republic of the Philippines.

11. Governing Law

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

12. Changes to Terms

Kodewave may update these Terms from time to time. Material changes will be communicated via email or Messenger notification at least 14 days before they take effect. Continued use of our services after the effective date of changes constitutes acceptance. If you do not agree with updated Terms, you may end any ongoing service before the changes take effect.

13. Contact

Email: [email protected]
Messenger: m.me/1107948862394474