These Terms of Service (the “Terms”) are entered into between you (the “user”, “you”, or “your”) and Johandria Heyman, trading as CodeHive Innovations (“CodeHive”, “we”, “us”, or “our”), a sole proprietor operating from 5889 Karie Road, Kameeldrift West, Pretoria, Gauteng, South Africa, 0068. By accessing or using our website, tools, or services, you agree to be bound by these Terms.

1. Business and Contracting Party Details

CodeHive Innovations is operated by Johandria Heyman as a sole proprietorship, registered from the address above. These Terms govern your access to and use of any Product or Service offered by CodeHive.

2. Description of Products & Services

2.1 Products and Services Offered

CodeHive Innovations offers the following:

Products (self-service tools accessed directly through our website):

• The ToS Mini Tool (free)
• The Diagnostic Tool (paid, one-time purchase)

Services (delivered by us directly, with human involvement):

• Risk Clarity Consultation
• Tier 1: Foundation Assessment
• Tier 2: Scale-Ready Audit
• Tier 3: Investor-Ready Deep Dive

Full descriptions, pricing, and scope are set out on our website and, where applicable, in a separate scope of work provided before payment is taken.

2.2 Delivery of Products

The ToS Mini Tool and the Diagnostic Tool are delivered instantly and automatically once you complete the relevant questionnaire, using pre-set template logic. No artificial intelligence is used to generate report content.

If a Product is not delivered due to failure of a third-party service we rely on, including our payment processor, hosting provider, or form and email delivery tools, we will notify you once we become aware of the issue. Once resolved, you may retake the relevant questionnaire at no additional cost, or request a full refund of the amount paid for the Product.

2.3 Delivery of Services

The Risk Clarity Consultation and each Tiered Assessment require direct human involvement, including a consultation call, document review, and drafting, and are not delivered instantly.

Each Tiered Assessment includes an initial intake call, scheduled once payment has been received. The turnaround period for that tier begins on the date the intake call takes place, not on the date payment is received, and is counted in business days:

• Tier 1: Foundation Assessment — 7 to 10 business days
• Tier 2: Scale-Ready Audit — 2 to 3 weeks
• Tier 3: Investor-Ready Deep Dive — 3 to 4 weeks

These time frames may be extended if additional information is required from you, or the scope of the engagement changes.

2.4 Changes to Products and Services

We reserve the right to modify, update, or discontinue any Product or Service at any time. Because our Products are provided on a free-access or one-time-purchase basis rather than a subscription, no advance notice is required for such changes.

Changes made under this clause do not affect any Tiered Assessment that has already commenced; that engagement will be completed on the terms in place when payment was received.

3. Eligibility & Account Terms

3.1 Who May Use Our Products and Services

Our Products and Services are intended for business use. By using our Products or Services, you confirm that you are at least 18 years old, or the age of majority in your jurisdiction, and that you have the authority to agree to these Terms on your own behalf or on behalf of the business you represent. Our Products and Services may be used by individuals, sole proprietors, and businesses of any size.

3.2 No Account Required

Our Products and Services do not require account creation. Our Products are intended for once-off use following completion of the relevant questionnaire, and no login credentials or passwords are required to access them.

3.3 Information We Collect

In connection with your use of our Products and Services, we collect your name and email address. Further detail on how this information is collected, used, and protected is set out in our Privacy Policy, which forms part of these Terms.

4. Payment Terms

4.1 Pricing

• ToS Mini Tool: Free
• Diagnostic Tool: $29 USD, one-time payment
• Risk Clarity Consultation: $149 USD, one-time payment
• Tier 1: Foundation Assessment: $850 USD, one-time payment
• Tier 2: Scale-Ready Audit and Tier 3: Investor-Ready Deep Dive: custom pricing based on scope, confirmed in writing before payment is taken

All prices are quoted in United States Dollars (USD) and are exclusive of any applicable tax.

4.2 Payment Processing

Payment for the Diagnostic Tool is processed by Lemon Squeezy. Payment for all other Services is made directly to our Payoneer account. We do not directly collect, process, or store your card details.

4.3 Billing

All Products and Services are billed as one-time, non-recurring payments. There are no subscriptions or automatic renewals. If you engage us again in future, that engagement will be treated as a new, separately agreed transaction.

4.4 Cancellation

Because Products are delivered instantly upon completion of the relevant questionnaire, cancellation does not apply to Products.

For Services, you may cancel if the work is not delivered within the agreed time frame (through no fault of your own) or if we materially breach the terms of the engagement. Notice of cancellation must be given in accordance with the Notices clause.

4.5 Refunds

Where a Service is canceled in accordance with clause 4.4:

• If cancellation occurs before the intake call has taken place, you will receive a full refund
• If cancellation occurs after the intake call but before the engagement is complete, you will receive a refund of the amount paid, less a fair amount reflecting work already performed
• No refund is available once the engagement has been completed and the deliverable provided

Approved refunds will be processed within 5 business days. Funds may take additional time to reflect in your account depending on your bank or payment provider.

4.6 Disputed Payments

If a payment is reversed or disputed after a Product or Service has been delivered, we reserve the right to require repayment of the amount owed, decline to provide further Products or Services to you, and recover any chargeback or dispute fee charged to us by our payment processor.

4.7 Taxes

All prices are exclusive of tax. You are responsible for any sales tax, VAT, or similar levy applicable in your jurisdiction, unless we are legally required to collect and remit such tax directly, in which case it will be added to the amount payable.

5. Intellectual Property

5.1 Ownership of Our Products and Services

All Products, Services, tools, templates, methodologies, questions, scoring logic, and underlying technology are and remain the exclusive property of CodeHive Innovations. Nothing in these Terms transfers ownership of any of the foregoing to you.

5.2 Ownership of Your Outputs

Any report, assessment, or deliverable generated specifically for you, based on your submitted answers, data, or information, belongs to you. This does not include the underlying tool, question set, scoring methodology, templates, or report format used to produce it, which remain our property under clause 5.1.

5.3 License to Use Our Products and Services

We grant you a limited, non-exclusive, non-transferable license to access and use our Products and Services for your own internal business purposes. You may not reproduce, resell, redistribute, sub-license, share access to, or reverse-engineer any Product, Service, or underlying methodology, in whole or in part, without our prior written consent.

5.4 Feedback

If you provide feedback, suggestions, or ideas about our Products or Services, you grant us an unrestricted, royalty-free, perpetual, and irrevocable right to use that feedback for any purpose, including to improve our Products and Services, without any obligation or payment to you.

5.5 Your Content and Data

If you submit or upload your own content or data to us in connection with a Product or Service, you retain ownership of it. You grant us the right to access, process, and use that content and data solely to deliver the relevant Product or Service, including to prepare reports, communications, and outcomes for you. We do not claim any ownership over content or data beyond what is necessary to deliver the Product or Service.

6. Acceptable Use

6.1 Prohibited Conduct

When using our Products or Services, you must not:

1. Use them for any unlawful purpose or in violation of any applicable law
2. Attempt to reverse-engineer, decompile, or otherwise extract the underlying methodology, question set, or scoring logic of any Product
3. Resell, redistribute, sublicense, or share access to any Product or Service without our prior written consent
4. Use automated means, including scraping, bots, or scripts, to access, extract, or submit information to our Products
5. Use the outputs, methodology, or content of our Products or Services to build or offer a competing product or service
6. Interfere with or disrupt the operation of our website, tools, or systems
7. Misrepresent your identity or provide false information when using our Products or Services

6.2 Usage Limits

Each payment for the Diagnostic Tool entitles you to one completed diagnostic report. If you wish to retake the Diagnostic Tool, whether to update your results or for any other reason, a new payment is required.

6.3 Consequences of Violation

If you breach any provision of this clause, we may, at our discretion, refuse or terminate your access to any Product or Service, decline to provide further Products or Services to you, and pursue any other remedy available to us at law, including recovery of damages.

7. Disclaimers & Professional Responsibility

7.1 No Professional Advice

Nothing provided through our Products or Services, including any report, score, recommendation, or output, constitutes legal, financial, tax, or other licensed professional advice. Our Products and Services are provided for general informational and risk-awareness purposes only.

7.2 No Attorney-Client or Advisory Relationship

Your use of any Product or Service, and any interaction with us in connection with a Product or Service, does not create an attorney-client, advisory, or fiduciary relationship between you and CodeHive Innovations or Johandria Heyman, regardless of Johandria Heyman’s professional background or qualifications. If you require advice specific to your circumstances, you should engage a qualified professional directly and separately for that purpose.

7.3 Nature of Outputs

Reports and outputs generated by our Products are templated and automated, based on the information you provide, and are not personalised professional advice. Our Services involve greater human input, but remain consulting and risk-identification in nature; they are not a substitute for formal legal, financial, or other licensed professional advice.

7.4 “As Is” Provision

Our Products and Services are provided “as is” and “as available,” without warranties of any kind, whether express or implied, including warranties of accuracy, completeness, merchantability, or fitness for a particular purpose. We do not guarantee that any Product or Service will identify every risk applicable to your business, or that reliance on any output will prevent any particular outcome.

8. Limitation of Liability

8.1 Liability Cap

To the maximum extent permitted by law, our total liability to you arising out of or relating to any Product or Service, whether in contract, tort, or otherwise, is limited to the amount you paid us for the specific Product or Service in the 12 months preceding the event giving rise to the claim.

8.2 Excluded Damages

To the maximum extent permitted by law, we are not liable for any indirect, incidental, consequential, special, or punitive damages, or for any loss of profits, revenue, data, business, or goodwill, even if we have been advised of the possibility of such damages.

8.3 Carve-Outs

The limitations in clauses 8.1 and 8.2 do not apply to liability arising from our gross negligence, willful misconduct, fraud, breach of the confidentiality obligations in clause 13, or infringement of your intellectual property rights.

8.4 Jurisdictional Savings Clause

If the limitations in this clause are found unenforceable or partially enforceable under the law of your jurisdiction, our liability will be limited to the maximum extent permitted under that law, rather than this clause being invalidated entirely.

9. Indemnification

9.1 Your Indemnification of Us

You agree to indemnify and hold us harmless from any claim, loss, liability, or expense, including reasonable legal fees, arising from: (a) your breach of these Terms, including the Acceptable Use provisions in clause 6; (b) your misuse of any Product, Service, or output; (c) your violation of any applicable law; or (d) any content or data you submit to us that infringes the rights of, or causes harm to, a third party.

9.2 Our Indemnification of You

We will indemnify you against any third-party claim that your permitted use of a Product, as provided by us, infringes that third party’s intellectual property rights, provided you notify us promptly and allow us to control the defense of the claim. This indemnity does not apply to any claim arising from your modification of a Product, its use in combination with other materials, or use outside what these Terms permit. This indemnity remains subject to the limitations in clause 8.

10. Term & Termination

10.1 Term

These Terms take effect when you first access or use a Product or Service and continue until terminated as set out below.

10.2 Termination for Convenience

You may stop using our free tools at any time. For Services engagements, either party may terminate for convenience by giving 30 days’ written notice, subject to any minimum term or notice period stated in a separate order form or engagement letter.

10.3 Termination for Cause

Either party may terminate immediately on written notice if the other party materially breaches these Terms and fails to cure that breach within 14 days of being notified of it. We may also suspend or terminate your access immediately, without notice, if you violate clause 6 (Acceptable Use) or if your use of a Product or Service creates a security, legal, or reputational risk to us or others.

10.4 Effect of Termination

On termination: (a) your right to access and use the Products and Services ends immediately; (b) any fees already paid are non-refundable except as set out in clause 4; (c) any fees owed for work performed or Services delivered before termination remain due; and (d) we will make any client data in our possession available for export for 30 days, after which we may delete it, subject to our Privacy Policy, including the retention periods set out in it.

10.5 Survival

Clauses 5 (Intellectual Property), 8 (Limitation of Liability), 9 (Indemnification), 11 (Dispute Resolution & Governing Law), 13 (Confidentiality), and any other provision that by its nature should survive, remain in effect after termination.

11. Dispute Resolution & Governing Law

11.1 Governing Law

These Terms, and any disputes arising from or relating to them, are governed by the laws of South Africa, without regard to conflict-of-laws principles.

11.2 Jurisdiction

You consent, in terms of Section 45 of the Magistrates’ Courts Act, to the jurisdiction of the Magistrate’s Court in respect of any dispute arising from these Terms, even where the amount in dispute would otherwise exceed that court’s jurisdiction. Where a claim exceeds the applicable monetary jurisdiction of the Magistrate’s Court, either party may instead bring that claim before the High Court of South Africa.

11.3 Class & Representative Action Waiver

To the extent permitted by applicable law, any dispute must be brought in an individual capacity, not as a plaintiff or class member in any purported class, collective, or representative proceeding.

11.4 International Users

If you are acting as a consumer, rather than in the course of a business, and you are located in the European Union, United Kingdom, Australia, or another jurisdiction whose law grants you mandatory consumer protections that cannot be limited by contract, nothing in this clause 11 restricts those protections, including any right you may have to bring proceedings in the courts of your own country of residence or under the mandatory consumer law of that country. Clauses 11.1 through 11.3 apply to the fullest extent permitted under that law.

12. Third-Party Services & Links

12.1 Third-Party Providers

Our Products and Services rely on third-party infrastructure and service providers, including Cloudflare (hosting/CDN), Kit (marketing email delivery), Resend (transactional email delivery), Lemon Squeezy (payment processing for our tools), Payoneer (payment processing for our Services), and Render (application hosting). These providers may have their own terms of service and privacy policies governing the infrastructure they provide. Our free ToS Mini Tool does not rely on any third-party service.

12.2 Disclaimer

We do not control, and are not responsible for, the availability, performance, security, or acts or omissions of any third-party provider. Any interruption, error, or failure originating from a third-party provider is not a breach of these Terms by us. This disclaimer supplements, and does not replace, the general disclaimers in clause 7.

13. Confidentiality

13.1 Confidential Information

“Confidential Information” means non-public information disclosed by either party to the other in connection with a consulting engagement, diagnostic, or audit, including business, financial, operational, technical, and strategic information, whether disclosed orally, in writing, or through access to systems or documents, that is marked confidential or would reasonably be understood as confidential given its nature.

13.2 Mutual Obligation

Each party agrees to keep the other party’s Confidential Information confidential, to use it only for the purpose of the engagement, and not to disclose it to any third party without the disclosing party’s prior written consent, except as permitted under this clause.

13.3 Exceptions

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already known to the receiving party before disclosure, without an obligation of confidentiality; (c) is independently developed without reference to the Confidential Information; or (d) must be disclosed by law, regulation, or court order, provided the receiving party gives reasonable notice where legally permitted.

13.4 Duration

These confidentiality obligations survive termination of these Terms indefinitely, for as long as the relevant information remains confidential.

14. General Provisions

14.1 Severability

If any provision of these Terms is found invalid or unenforceable, the remaining provisions continue in full force, and the invalid provision is modified to the minimum extent necessary to make it enforceable.

14.2 Entire Agreement

These Terms, together with any order form, engagement letter, or Privacy Policy referenced in them, constitute the entire agreement between you and us regarding the Products and Services, and supersede any prior agreements or understandings.

14.3 Assignment

You may not assign or transfer these Terms without our prior written consent. We may assign these Terms without your consent in connection with a merger, acquisition, or sale of assets.

14.4 Force Majeure

Neither party is liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including natural disasters, power or internet outages, or acts of government.

14.5 Amendments

We may update these Terms from time to time. Material changes will be communicated by notice on our website, and your continued use of a Product or Service after the change takes effect constitutes acceptance.

14.6 Notices

Any notice required or permitted under these Terms must be in writing and delivered by email. Notices to CodeHive should be sent to joy@codehiveinnovations.com. Notices to you will be sent to the email address associated with your account or submission. Notices are deemed received 24 hours after being sent, unless the sender receives notice the email failed to deliver.

15. Jurisdiction-Specific Considerations (Global Client Base)

15.1 South Africa

We process personal information in accordance with the Protection of Personal Information Act (POPIA); details are set out in our Privacy Policy. Where you are a consumer under the Consumer Protection Act, nothing in these Terms limits any right or remedy you have under that Act that cannot lawfully be excluded by agreement.

15.2 European Union & United Kingdom (GDPR / UK GDPR)

If you are located in the EU or UK, our processing of your personal information is carried out in accordance with the GDPR or UK GDPR, as applicable. The legal basis for processing, your rights, and how to exercise them are set out in our Privacy Policy, which forms part of these Terms for that purpose.

15.3 California (Automatic Renewal Law)

We do not currently offer subscriptions or auto-renewing Products. If we introduce them in future, California residents will receive the disclosures and straightforward cancellation mechanism required under California’s Automatic Renewal Law.

15.4 Australia (Australian Consumer Law)

If you are a consumer under the Australian Consumer Law, our Products and Services come with guarantees that cannot be excluded under that law. Nothing in these Terms excludes, restricts, or modifies any such guarantee, and our liability for failing to meet a non-excludable guarantee is limited to the extent permitted under that law.

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