Terms and Conditions of Use

1. Definitions

For these Terms:

• Platform / Portal: Codiva’s website, apps, and digital tools (ops.codiva.dev for the Codiva team; portal.codiva.dev for clients, or other domains we indicate).
• User: any natural person who accesses, registers, or uses the Platform, including client collaborators invited to a project.
• Client: the legal or natural person contracting or prospecting with whom Codiva negotiates or executes a project.
• Project: the Portal space associated with a client organization, where multiple Users may participate with different roles.
• Services: custom software development, digital products, technical consulting, quotes, document delivery, and Portal features.

2. Express acceptance

Access to and use of the Portal implies express and unequivocal acceptance of these Terms, the Privacy Notice and, for projects that require it, the Non-Disclosure Agreement (NDA). If you do not agree, you must refrain from using the Portal.

Legal basis: Article 1803 of the Federal Civil Code: an offer addressed to the public binds the offeror toward whoever accepts the stated conditions.

3. Legal capacity

By using the Platform you represent that you have sufficient legal capacity under Mexican law (18 years or older and not legally incapacitated). If you act on behalf of a legal entity, you represent that you have authority to bind it.

4. Modifications

We may modify these Terms to reflect legal changes, new services, or better practices. Changes take effect when published. For material changes we will ask for a new acceptance in the Portal or notify you through registered contact channels. Continued use after accepting the new version constitutes acceptance.

5. Description of the service

Codiva offers custom software design and development, digital products and integrations, as well as a Portal to share quotes, architecture, documents, deliverables, and project follow-up. Specific commercial scope is governed by the accepted quote, proposal, or contract. We may modify, suspend, or discontinue non-essential parts of the Portal, with reasonable notice when it affects the Client.

6. Registration and account

To access the Portal an account may be created or invited. You agree to:

• Provide truthful, accurate, current, and complete information.
• Keep your password and account activity confidential.
• Notify us immediately of any unauthorized use or security incident.
• Be responsible for activity carried out with your credentials.

We may suspend or cancel an account if these Terms are violated or we detect abuse, fraud, or a security risk.

7. Multiple users per project

The same Project may have several invited Users (for example stakeholders, legal, or operations). Each User must individually accept the applicable Terms, Privacy Notice, and NDA on first access. A User’s actions (accepting a quote, uploading documents, creating tickets) may be attributed to the Client organization according to the assigned role.

8. Obligations and conduct

The User agrees to use the Platform lawfully and in accordance with these Terms. In particular, it is prohibited to:

• Use the Platform for unlawful purposes or in ways that infringe third-party rights.
• Infringe intellectual property rights of Codiva or third parties.
• Resell or commercialize Portal access without authorization.
• Upload defamatory or unlawful content or malware.
• Attempt to access other clients’ data or bypass security controls.
• Impersonate another person or entity.

9. Confidentiality and NDA

Commercial, technical, and project information shared in the Portal is treated as confidential. When the Project includes an NDA, acceptance in the Portal complements - and does not replace - any separately signed agreement. The User agrees not to disclose Confidential Information outside the need-to-know circle of their organization.

10. Intellectual property

Rights in the Platform, its code, design, trademarks, and Codiva materials belong to Codiva or its licensors. Portal access does not transfer IP. Ownership of the Client’s software deliverables is governed by the corresponding quote or services contract.

11. Security

We implement reasonable technical and organizational measures to protect Portal information (access control, encryption in transit, private file storage, and relevant activity logs). No system is infallible; the User must also protect their credentials and devices.

Legal basis: Article 19 of the LFPDPPP.

12. AI-assisted tools

Codiva may use automated or AI tools in an assistive way (for example, documentation support or internal operations). These processes do not replace legal opinions or binding contractual decisions without human review when required.

13. Limitation of liability

To the maximum extent permitted by applicable law, the Portal is provided “as is” and “as available”. Codiva will not be liable for:

• Indirect, incidental, or consequential damages arising from use or inability to use the Portal.
• Interruptions, technical failures, data loss, or errors in third-party content.
• Client business decisions based solely on discovery or quote materials without a signed contract.

Development obligations and commercial warranties are governed by the accepted Project contract or quote.

14. Indemnity

The User agrees to hold Codiva harmless from claims arising from:

• Misuse of the Portal.
• Breach of these Terms or the NDA.
• Content they upload that infringes third-party rights.

15. Third-party links

The Portal may include links to third-party sites. Codiva does not control and is not responsible for their content or privacy policies. Access is at your own risk.

16. Governing law and jurisdiction

These Terms are governed by the laws of the United Mexican States. For disputes, the parties submit to the competent courts of Mexico City, waiving any other venue that may correspond by reason of domicile.

17. Relationship of the parties

Use of the Portal does not create an employment, partnership, agency, or exclusive representation relationship, except as agreed in a services contract.

18. Assignment

Codiva may assign rights or obligations under these Terms to affiliates or acquirers of the business without prior User authorization. The User may not assign their account without written consent.

19. Severability

If any provision is declared void or unenforceable, the remaining provisions continue in force.