Catalog & Listing Terms

Last updated: [TBD] · This is a working draft pending legal review.

1. Introduction and scope

These Catalog & Listing Terms ("Catalog Terms") govern your use of the curated product catalog (the "Catalog") made available through the Coded commerce platform (the "Platform"), operated by Coded B.V., a private limited company registered in the Netherlands and a subsidiary of Coded Holding B.V. (collectively, "Coded", "we", "us", or "our").

These Catalog Terms apply to you if you operate an Organization on the Platform and import, list, price, sell, or otherwise make available products drawn from the Catalog through one or more of your projects (each a "Merchant"; "you" or "your"). They form part of, and must be read together with, the Merchant Agreement, the Acceptable Use Policy, the Prohibited & Restricted Businesses policy, the Fulfilment & Shipping Terms, the Payment Terms, and the Refund & Returns Policy. Where these Catalog Terms conflict with the Merchant Agreement on a Catalog-specific matter, these Catalog Terms control for that matter.

Coded operates internationally. The Netherlands is our place of registration and initial launch market, and the Platform serves merchants worldwide. These Catalog Terms are drafted to apply across jurisdictions; where mandatory local consumer, product-safety, labelling, or commercial law of your jurisdiction or the jurisdiction of a buyer applies, that mandatory law also applies alongside these Catalog Terms.

1.1 Defined terms

• Catalog — the curated set of product records, descriptions, images, specifications, suggested categories, and related metadata that Coded makes available for Merchants to import into their projects.
• Catalog Item — an individual product record within the Catalog.
• Listing — a product as published by a Merchant in one of its projects, including any Merchant edits to the imported Catalog Item (title, description, images, price, availability, and other Listing fields).
• Product Data — the data fields associated with a Catalog Item or a Listing, including title, description, images, specifications, identifiers (e.g. SKU, GTIN where supplied), category, country of origin where supplied, and compliance attributes where supplied.
• Supplier — a third party from which a Catalog Item originates or is sourced.
• Buyer — an end customer who purchases a Listing through a Merchant's project.

2. The Catalog and Coded's role

2.1 Coded as catalog provider

Coded acts as a catalog provider and technology intermediary. We aggregate, structure, and make available Product Data so that Merchants can import Catalog Items into their projects. Coded is not the seller of products to Buyers, does not take title to products, and does not act as the merchant of record for sales made through your projects, except where expressly stated in another agreement that you have separately accepted.

2.2 No platform fee on transactions

Coded charges a 0% platform fee on a Merchant's payment transactions. Payment processing is provided through Stripe and Mollie, and you pay only the pass-through processing costs charged by those providers. Coded does not levy a transaction or platform fee on sales made through the Catalog. Subscription fees for publishing a project, where applicable, are addressed in the Merchant Agreement and the Payment Terms and are separate from transaction processing.

2.3 Curation does not equal verification

Coded curates the Catalog to improve consistency, structure, and usability of Product Data. Curation is an editorial and data-quality function. It is not, and must not be relied upon as, a representation, warranty, certification, or guarantee that any Catalog Item, its Product Data, its Supplier, or its underlying product is accurate, complete, current, lawful, safe, non-infringing, authentic, available, or fit for any particular purpose or for sale in any particular market. Responsibility for verifying these matters before you list and sell rests with you, as set out in Section 4.

2.4 Availability and changes to the Catalog

The Catalog is dynamic. Coded may add, modify, re-categorize, suspend, or remove Catalog Items and Product Data at any time, including to reflect Supplier changes, correct errors, respond to legal or safety concerns, or enforce the policies referenced in Section 1. We will use reasonable efforts to surface material changes to imported Catalog Items through the Platform, but we do not guarantee continuous availability of any specific Catalog Item.

3. Importing Catalog Items into your projects

3.1 Licence to import and list

Subject to your compliance with these Catalog Terms and the agreements referenced in Section 1, Coded grants you a non-exclusive, non-transferable, revocable right to import Catalog Items and the associated Product Data into your projects and to create Listings from them for sale to Buyers through the Platform. This right exists only for the duration of your active use of the Platform and terminates automatically on termination of the Merchant Agreement or on removal of the relevant Catalog Item.

3.2 Import does not transfer ownership

Importing a Catalog Item does not transfer to you any ownership of the Product Data, the Catalog, any Supplier brand, or any underlying intellectual property. Your rights are limited to those expressly granted in Section 3.1 and any rights granted directly by a Supplier or rights holder.

3.3 Selection is yours

You decide which Catalog Items to import and list. Coded does not require you to list any particular Catalog Item and does not endorse any Catalog Item by including it in the Catalog. The decision to offer a product for sale, and to keep offering it, is a Merchant business decision for which you are responsible.

4. Merchant listing responsibility

You are the seller of your Listings. Even where products are sourced from the Catalog and fulfilled through built-in fulfilment, you remain the party offering the product to the Buyer, and you are responsible for your Listings and for the customer relationship.

4.1 Product data accuracy

You are responsible for ensuring that each Listing is accurate, truthful, and not misleading at the time of sale, including its title, description, images, specifications, identifiers, claims, and any health, performance, compatibility, sustainability, or country-of-origin statements. You must:

• review imported Product Data before publishing a Listing and correct or remove anything inaccurate, outdated, or incomplete;
• not make claims you cannot substantiate, and not present a product in a way that would mislead a reasonable Buyer;
• ensure required consumer-information disclosures for your markets are present (for example, materials, dimensions, energy or efficiency information, allergen or ingredient information, and applicable warnings); and
• promptly update or unpublish a Listing when you become aware that its Product Data has become inaccurate.

Coded may pass through Supplier-provided Product Data "as supplied". Passing it through is not a warranty of its accuracy, and your duty to verify under this Section 4.1 applies regardless of the Product Data's source.

4.2 Intellectual property and brand rights

You are responsible for ensuring that your Listings, including any text, images, logos, brand names, and trademarks you display or import, do not infringe the intellectual property or other rights of any third party. You must:

• only sell genuine, authorized products and not counterfeit, replica, or unauthorized goods;
• hold or confirm that the relevant rights exist for any branded product you list, and not imply an endorsement, affiliation, or authorization that does not exist;
• not use a third party's trademarks, copyrighted material, or protected designs except as permitted by law or by that rights holder; and
• comply with the Copyright & DMCA Policy and the Trademark Policy.

Inclusion of a Catalog Item in the Catalog is not a representation by Coded that the product is authentic or that listing it is non-infringing. Coded may remove Catalog Items or require you to remove a Listing in response to a credible infringement notice, a Supplier change, or a legal requirement.

4.3 Pricing control

You set and control the retail price of your Listings. Any suggested, reference, or recommended price shown in the Catalog is informational only, is not binding, and does not constitute price-setting by Coded. You are solely responsible for:

• determining your prices, discounts, currency presentation, and any reference- or strike-through-price claims, and ensuring such claims are accurate and lawful in each market where the Listing is available;
• the calculation, display, collection, and remittance of all applicable taxes, duties, and levies on your sales, including VAT, sales tax, and import duties, in accordance with the law of each relevant jurisdiction; and
• compliance with applicable price-transparency, unit-pricing, and price-reduction-disclosure rules that apply to your Listings.

Coded does not set your prices, does not require resale price maintenance, and does not impose minimum or maximum resale prices.

4.4 Availability and stock

Catalog availability indicators reflect information available to Coded and may change without notice and may not reflect real-time Supplier stock. You are responsible for managing the availability you present to Buyers, for honoring orders you accept, and for handling out-of-stock, discontinued, backordered, and delayed situations in line with the Fulfilment & Shipping Terms, the Refund & Returns Policy, and applicable consumer law. You must not knowingly continue to offer a Catalog Item you have reason to believe is unavailable or discontinued.

4.5 Prohibited and restricted products

You must not list products that are prohibited or restricted under the Prohibited & Restricted Businesses policy, the Acceptable Use Policy, or applicable law, including counterfeit goods, unsafe or recalled products, illegal items, products requiring a licence you do not hold, and products that cannot lawfully be sold or shipped to the markets your project targets. Some products are lawful only in certain markets or subject to age, licensing, labelling, or import conditions; you are responsible for confirming that a product may lawfully be offered and shipped to each market in which you make it available. Coded may remove any Catalog Item or Listing that it reasonably believes breaches these requirements.

4.6 Compliance, safety, and labelling

You are responsible for ensuring that the products you list comply with applicable product-safety, labelling, packaging, marking, certification, and consumer-protection requirements in each market where the Listing is available, and for providing required documentation to Buyers and authorities where the law requires it. Where you act as the importer or first seller of record in a market, the corresponding obligations of that role rest with you.

5. Product Data, intellectual property, and licences

5.1 Ownership of the Catalog

As between you and Coded, Coded and its Suppliers and licensors own all rights in the Catalog, the Catalog structure, the curation, and the Product Data, other than rights owned by third parties. No rights are granted to you except as expressly stated in these Catalog Terms.

5.2 Permitted use of Product Data

You may use imported Product Data only to create and operate Listings within your projects on the Platform. You must not scrape, bulk-export, redistribute, sublicense, or use the Catalog or Product Data outside the Platform, or to build or train a competing catalog or dataset, except where such use is expressly permitted in writing or cannot lawfully be restricted.

5.3 Merchant content

You retain ownership of original content you create for your Listings (for example, your own photography or copy). You grant Coded a non-exclusive, worldwide, royalty-free licence to host, reproduce, and display that content as necessary to operate the Platform, render your projects, and provide the services. You are responsible for ensuring you have the rights to grant this licence.

5.4 Notice and takedown

Coded operates notice-and-takedown processes for alleged intellectual-property infringement and unlawful content, as described in the Copyright & DMCA Policy and the Trademark Policy. Coded may remove Catalog Items, suspend imports, or require removal of Listings in response to valid notices, and may suspend Merchants who repeatedly infringe.

6. Suspension, removal, and enforcement

Coded may, with notice where reasonably practicable and immediately where required to address a legal, safety, security, or rights-holder concern: remove or suspend Catalog Items; require you to edit or unpublish a Listing; restrict your access to the Catalog; or take the enforcement actions set out in the Merchant Agreement and Acceptable Use Policy. Removal of a Catalog Item does not relieve you of obligations to Buyers for orders already accepted, which remain governed by the Fulfilment & Shipping Terms and the Refund & Returns Policy.

7. Disclaimers and allocation of responsibility

To the maximum extent permitted by applicable law, the Catalog and Product Data are provided "as available" and "as supplied", and Coded disclaims warranties of accuracy, completeness, non-infringement, authenticity, availability, merchantability, and fitness for a particular purpose with respect to Catalog Items and Product Data. Nothing in this Section 7 limits any liability that cannot be limited under applicable law, or any rights that a Buyer who is a consumer has under mandatory consumer law of their jurisdiction. As between you and Coded, you are responsible for your Listings, your prices, your compliance, and your relationship with your Buyers, as set out in Section 4. Liability between you and Coded is otherwise allocated as set out in the Merchant Agreement.

8. Data hosting

Platform data, including the Catalog and your project data, is hosted in the European Union (Frankfurt, Germany). We treat this as a feature of how we operate, consistent with our privacy-by-design approach described in the Privacy Policy, and it does not limit the international availability of the Platform.

9. Changes to these Catalog Terms

Coded may update these Catalog Terms from time to time. Where a change is material, we will provide reasonable notice through the Platform or by other reasonable means. Your continued import or listing of Catalog Items after a change takes effect constitutes acceptance of the updated Catalog Terms, except where applicable law requires your express consent.

10. Governing law and disputes

These Catalog Terms are governed by the laws of the Netherlands. The courts of Amsterdam, the Netherlands have jurisdiction over disputes arising out of or relating to these Catalog Terms, except that this does not deprive you, or a Buyer who is a consumer, of the protection of mandatory provisions of the consumer or data-protection law of your or their place of residence, which may also apply and may confer jurisdiction on local courts.

Contact

Questions about these Catalog Terms can be sent to:

• Legal: legal@coded.eu
• Catalog and listing issues: legal@coded.eu

Coded B.V. De Taling 15, 2761 SL Zevenhuizen, The Netherlands The Netherlands Chamber of Commerce (KvK): 42027097 VAT: NL869368795B01 Effective date: 11 June 2026