Domain Registration Agreement

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

1. Introduction and scope

This Domain Registration Agreement (the "Agreement") governs the registration, renewal, transfer, management, and cancellation of domain names that Coded registers, resells, or manages on behalf of a merchant. It sets out the rights and responsibilities that apply when you, as the registrant of a domain name, obtain or hold a domain name through Coded.

Coded B.V. is a private limited company (besloten vennootschap) incorporated in the Netherlands and a subsidiary of Coded Holding B.V. ("Coded", "we", "us", "our"). Coded is an international company. We provide hosting and domain services that let a merchant operate one or more branded online projects through an Organization. With respect to domain names, Coded acts as a registrar or reseller — that is, as an intermediary between you and an accredited registrar and the relevant domain name registry. Coded is not a domain name registry, and Coded is not the seller of record of any product or service offered through a project. We forward and manage domain registration services so that a merchant can connect a domain name to its projects.

In this Agreement:

• "Registrant", "you", or "your" means the merchant (and any Organization or person on whose behalf the domain is registered) that holds, or applies to hold, a domain name through Coded.
• "Registry" means the entity responsible for operating a top-level domain (for example, the operator of a generic top-level domain (gTLD) such as .co or .com, or the operator of a country-code top-level domain (ccTLD) such as .nl or .eu).
• "Registrar" means the ICANN-accredited registrar, or the ccTLD-accredited registrar, through which Coded submits domain registrations. Where Coded acts as a reseller, the accredited registrar partner is [to be confirmed].
• "Project", "Organization", and "merchant" have the meaning given in our Terms of Service.

This Agreement is part of, and incorporated by reference into, our Terms of Service and Merchant Agreement. Capitalized terms not defined here have the meaning given in the Terms of Service. Where this Agreement conflicts with the Terms of Service on a question specific to domain names, this Agreement controls. Where this Agreement conflicts with a registry policy, ICANN requirement, or other mandatory rule described in Section 3, that rule controls.

2. Coded's role — registrar / reseller, not registry

Coded acts as a registrar or, where it relies on an accredited registrar partner, as a reseller of that registrar's services. The domain name itself is sponsored at the Registry by the accredited Registrar, not by Coded. This means:

• Coded does not own, control, or operate any Registry, and cannot override Registry decisions, allocation rules, or pricing.
• Coded does not guarantee that any particular domain name is or will remain available, allocable, or transferable to you. Availability is determined by the Registry on a first-come, first-served or other Registry-determined basis, and a domain shown as available may become unavailable before a registration is completed.
• Coded submits registration requests, data, and instructions on your behalf to the Registrar and Registry, and relays Registry and Registrar decisions back to you. Coded is not responsible for acts, omissions, outages, or policy changes of any Registry or accredited Registrar, except to the extent caused by Coded's own failure to act with reasonable care.
• Where Coded acts as a reseller, you acknowledge that the accredited Registrar is a party to your domain registration and that the Registrar's own registrant terms, the applicable ICANN Registrar Accreditation Agreement (RAA), and the relevant Registry policies apply to you in addition to this Agreement.

3. Incorporated registry, ICANN, and ccTLD policies

By registering, renewing, transferring, or holding a domain name through Coded, you agree to comply with, and you are bound by, the policies that apply to the relevant top-level domain, as they may be amended from time to time. These include, depending on the top-level domain:

• For gTLDs: the applicable ICANN Registrar Accreditation Agreement (RAA) between the accredited Registrar and ICANN, all ICANN consensus and temporary policies, the relevant Registry's registration and acceptable-use policies, the Uniform Domain-Name Dispute-Resolution Policy (UDRP), the Uniform Rapid Suspension (URS) system, the registrar transfer policy, the expired registration recovery policy, and the registration data (WHOIS/RDAP) policies described in Section 6.
• For ccTLDs (for example .nl operated by SIDN, or .eu operated by EURid): the relevant ccTLD Registry's terms and conditions, eligibility and local-presence requirements, dispute-resolution rules, and data-handling rules. ccTLD rules vary by Registry and may differ materially from gTLD rules, including on transfers, redemption, and dispute resolution.

You are responsible for reviewing the policies that apply to the specific top-level domain you register. Coded will make the applicable accredited Registrar and the governing policies identifiable to you on request to support@coded.co. Where a Registry, ICANN, or a ccTLD authority requires us or the Registrar to take action with respect to your domain (including modification, suspension, transfer, or deletion), we and the Registrar may do so without liability to you, and your sole remedy is against the requiring authority where permitted.

4. Registrant eligibility and the registration request

When you request a domain registration through Coded, you represent and warrant that:

• you have the legal capacity and authority to enter into this Agreement and to register the domain, including authority to bind the Organization on whose behalf the domain is registered;
• the registration, and your intended use of the domain, do not and will not infringe the intellectual-property rights or other rights of any third party, and are not for an unlawful purpose;
• you meet any eligibility, local-presence, or sector-specific requirements imposed by the relevant Registry; and
• the registration data you provide is accurate, complete, and current, and you will keep it so (see Section 6).

Submitting a registration request does not guarantee registration. A registration is effective only when accepted and recorded by the Registry, and Coded may decline or be unable to complete a request, including where the domain becomes unavailable, where Registry or eligibility requirements are not met, where payment is not received, or where the request would breach this Agreement, our Acceptable Use Policy, or applicable law.

5. Designated agent / licensee arrangements

Where you ask Coded to register or manage a domain name in connection with your projects, you may designate Coded (or its Registrar partner) as your agent for the limited purpose of submitting and managing registration data and instructions on your behalf, including responding to Registry and ICANN requirements. This designation does not transfer ownership of the domain to Coded. As between you and Coded, you remain the Registrant and beneficial holder of the domain, subject to fees being paid and to this Agreement. If Coded registers a domain in its own name or its Registrar partner's name as a convenience or technical necessity, Coded will, on your written request and subject to fees being current and to Registry transfer rules, take reasonable steps to transfer the domain or its control to you.

6. Registration data (WHOIS / RDAP) and privacy

To register and maintain a domain, you must provide accurate and complete registration data, including the registrant's name, organization, postal address, email address, and telephone number, and administrative and technical contact details. You must keep this data accurate and up to date for the life of the registration and must correct it within the period required by ICANN or the relevant Registry (for gTLDs, typically within seven (7) days) after any change.

Wilful provision of inaccurate or unreliable registration data, failure to correct it, or failure to respond to a verification request, is a material breach of this Agreement and a ground for suspension, cancellation, or deletion of the domain under ICANN and Registry policies.

Registration data may be processed and published in accordance with Registry and ICANN requirements, including disclosure through the WHOIS or Registration Data Access Protocol (RDAP) systems, escrow with a data-escrow provider, and disclosure to the Registry, ICANN, and accredited third parties as those policies require. The extent of public disclosure depends on the top-level domain and on applicable data-protection law; some contact data may be redacted from public output and disclosed only to authorized parties on a lawful basis.

Coded processes registration data as described in our Privacy Notice. To the extent Coded determines the means and purposes of processing registration data on its own behalf, it acts as a controller; where it processes such data on a Registry's or Registrar's documented instructions, it acts as a processor or relays the data as required. You authorize Coded and its Registrar partner to disclose and publish your registration data to the extent required by the applicable Registry, ICANN, and ccTLD policies. Where a domain privacy or proxy service is available and selected, certain contact data may be replaced with that of the privacy/proxy service; such services do not exempt you from your obligation to maintain accurate underlying data, and the service may reveal your data where required by law, by Registry/ICANN policy, or to resolve a dispute or abuse report.

7. Term, renewal, and auto-renewal

A domain registration is granted for the term you select and pay for (typically one (1) to ten (10) years, subject to the maximum the Registry permits). The term begins when the Registry records the registration and ends on the expiry date set by the Registry.

Unless you have disabled auto-renewal or the relevant Registry does not support it, domain registrations are set to auto-renew before expiry, and the applicable renewal fee then in effect will be charged to your payment method on file in advance of the expiry date. We will use reasonable efforts to send renewal reminders to the email address on file, but it is your responsibility to keep that address current and to ensure a valid payment method is available. You may disable auto-renewal or change the registration term through your Organization's domain settings or by contacting support@coded.co, subject to Registry timing rules.

Renewal and auto-renewal prices are not fixed and may change at or before renewal, including because of Registry or Registrar price changes. We will apply the price in effect at the time of renewal.

8. Expiry, redemption grace period, and deletion

If a domain is not renewed (whether because auto-renewal is disabled, payment fails, or you choose not to renew), the following lifecycle applies, as governed by Registry and ICANN policy and as such may vary by top-level domain:

• Expiry. On the expiry date, the domain may stop resolving and the project connected to it may become unreachable. For many gTLDs there is a short post-expiry period during which renewal at the standard fee may still be possible, but service interruption can begin immediately at expiry.
• Redemption Grace Period (RGP). For gTLDs and many ccTLDs, after a deletion window the domain may enter a redemption grace period (commonly around thirty (30) days) during which it may be restored only by paying the renewal fee plus a Registry-imposed redemption/restore fee. Restoration during RGP is not guaranteed and is subject to Registry rules and timing.
• Deletion / pending delete. After the redemption period ends, the domain typically enters a "pending delete" state and is then released by the Registry, after which it may be registered by any third party. Once released, Coded cannot recover the domain for you.

The exact timing and availability of each stage are set by the Registry and ICANN, not by Coded, and Coded does not guarantee that an expired domain can be recovered. You are responsible for renewing in time to avoid expiry, interruption, redemption fees, or loss of the domain.

9. Transfers, transfer-away, and AuthInfo codes

Subject to Registry rules, you may transfer an eligible domain to or away from Coded's Registrar partner:

• Transfer to Coded. Where supported, you may transfer an existing domain into Coded's management by initiating a transfer and providing the authorization (AuthInfo/EPP) code from your current registrar. The domain must be eligible (for example, unlocked and outside any Registry-imposed transfer-lock window, which is commonly sixty (60) days after a prior registration or transfer for gTLDs).
• Transfer away from Coded. You may transfer a domain to another registrar at any time, subject to Registry rules, provided your account and fees are in good standing. On your request, and where you are the verified Registrant, Coded will unlock the domain (where applicable) and provide the AuthInfo/EPP authorization code within the time required by the applicable transfer policy. Coded will not unreasonably deny, withhold, or delay a valid transfer-away request, and will not refuse to release a domain merely because you are leaving the service; valid grounds for denial are limited to those permitted by the applicable transfer policy (for example, evidence of fraud, a pending dispute, court order, non-payment for the current registration term, or a Registry-imposed lock).
• AuthInfo codes. The AuthInfo/EPP code is a credential that authorizes a transfer. Treat it as confidential; do not share it except to effect an authorized transfer.

Coded does not charge a fee to release a domain for transfer-away beyond any fee the Registry itself imposes. A successful transfer may, under Registry rules, add a registration year and an associated fee.

10. Fees, payment, and refunds

You agree to pay the registration, renewal, transfer, restoration/redemption, and any other applicable fees for each domain, at the prices quoted at the time of the transaction and as they may change for future terms. Domain fees are set by reference to Registry and Registrar pricing and may differ between top-level domains and may change without notice for future registrations or renewals.

Because domain registrations and renewals are paid to the Registry on your behalf and are generally non-recoverable from the Registry once submitted, domain fees (including registration, renewal, transfer, and redemption/restore fees) are non-refundable, except where a refund is required by mandatory applicable law, where the Registry refunds the corresponding amount to us, or where a registration failed and no charge was passed to the Registry. Payments are processed through our payment partners; if a charge for renewal fails and is not cured, the domain may expire as described in Section 8.

11. No guarantee of availability or uninterrupted resolution

Coded does not warrant that any domain is available, that a registration request will succeed, that a domain will resolve without interruption, or that a domain can be renewed, restored, or transferred. Domain resolution depends on Registry and DNS infrastructure outside Coded's control. Coded provides domain services on a commercially reasonable-efforts basis.

12. Suspension and cancellation

Coded, the Registrar, ICANN, or the Registry may suspend, lock, cancel, transfer, or delete a domain, or place it on hold, where required or permitted by the applicable policies, including:

• inaccurate, incomplete, or unverified registration data, or failure to respond to a verification request (Section 6);
• non-payment of applicable fees;
• a determination under the UDRP, URS, a ccTLD dispute procedure, or a court order;
• a Registry, ICANN, or governmental requirement;
• abuse, including DNS abuse (such as malware, phishing, botnet command-and-control, pharming, or spam used to deliver those harms), fraud, or use of the domain in breach of our Acceptable Use Policy or applicable law; or
• breach of this Agreement, the Terms of Service, or the Merchant Agreement.

Abuse and DNS-abuse reports may be submitted to report@coded.co. Coded acts on reports of illegal content hosted on a project through its Reporting Illegal Content process at /legal/dsa-notice. The merchant is responsible for the content it hosts and for the use of its domains; Coded is a hosting and domain intermediary and is not the author or seller of the content reachable through a domain. Where lawful and practicable, Coded will give notice of a suspension or cancellation and an opportunity to cure, but may act immediately where required by an authority, by Registry/ICANN policy, or to address ongoing harm.

13. Domain dispute policies (UDRP, URS, ccTLD)

You acknowledge and agree that registering or holding a domain may make you subject to mandatory dispute-resolution procedures, and you agree to submit to them:

• UDRP — for most gTLDs, the Uniform Domain-Name Dispute-Resolution Policy and its Rules govern disputes alleging that a domain was registered and is being used in bad faith and is identical or confusingly similar to a trademark in which a complainant has rights. A UDRP decision may result in cancellation or transfer of the domain.
• URS — for many gTLDs, the Uniform Rapid Suspension system provides a faster, narrower remedy (suspension of a domain) for clear-cut cases of trademark abuse.
• ccTLD procedures — ccTLD Registries operate their own dispute mechanisms (for example, EURid's ADR for .eu, or SIDN's procedure for .nl), which may differ from UDRP/URS.

Coded is not a party to, and does not adjudicate, these disputes; it implements the outcome as instructed by the relevant provider, panel, Registry, or court. Coded's complaints procedure does not replace these mandatory domain dispute mechanisms.

14. Indemnity

To the maximum extent permitted by applicable law, you will indemnify and hold harmless Coded, Coded Holding B.V., the Registrar partner, the relevant Registry, and ICANN, and their respective officers, directors, employees, and agents, from and against any claim, loss, liability, cost, and expense (including reasonable legal fees) arising out of your registration or use of a domain, your registration data, your breach of this Agreement or any applicable Registry/ICANN policy, or any dispute concerning rights in a domain you hold through Coded. This Section reflects the indemnification requirements that ICANN and Registries impose on registrants in favor of the Registrar and Registry.

15. Limitation of liability

To the maximum extent permitted by applicable law, and without limiting any non-excludable liability, Coded's domain services are provided on a reasonable-efforts basis, and Coded is not liable for:

• the unavailability of a domain, the failure of a registration, renewal, restoration, or transfer, or any interruption in domain resolution caused by a Registry, Registrar, DNS provider, or other party outside Coded's reasonable control;
• the loss of a domain following expiry, redemption, or deletion where you did not renew in time;
• any act, omission, policy, decision, or charge of a Registry, accredited Registrar, ICANN, dispute-resolution provider, or governmental authority; or
• indirect, incidental, special, consequential, or punitive damages, or loss of profits, revenue, goodwill, or data, arising out of or relating to the domain services.

Coded's aggregate liability arising out of or relating to a domain is limited to the amount of fees you paid to Coded for that domain in the twelve (12) months preceding the event giving rise to the claim. Nothing in this Agreement excludes or limits liability that cannot lawfully be excluded or limited, including liability for intent or deliberate recklessness, or any liability that is non-excludable under the mandatory local law of your jurisdiction.

16. Changes to this Agreement

Coded may amend this Agreement to reflect changes in law, ICANN requirements, Registry policies, Registrar terms, or our services. Where a change materially affects your rights, we will give reasonable notice through the Organization dashboard or by email before it takes effect. Your continued holding or renewal of a domain after a change takes effect constitutes acceptance, except where mandatory law requires your explicit consent.

17. Governing law and jurisdiction

This Agreement is governed by the laws of the Netherlands, without regard to its conflict-of-laws rules. The competent courts of Amsterdam, the Netherlands, have exclusive jurisdiction over disputes arising out of or relating to this Agreement, subject to (a) any mandatory dispute-resolution mechanism that applies to a domain (Section 13), and (b) any mandatory consumer-protection or other law of your jurisdiction that grants you rights or a forum that cannot be excluded by contract. Where the applicable Registry, ICANN RAA, or ccTLD policy designates a different governing law or forum for a specific domain matter, that designation controls for that matter.

18. Effective date

This Agreement is effective as of 11 June 2026 and applies to all domain registrations, renewals, transfers, and related services that Coded provides on or after that date.

Contact

Questions about this Agreement or about a specific domain can be directed to:

• General and domain support: support@coded.co
• Abuse and DNS-abuse reports: report@coded.co
• Legal and dispute notices: legal@coded.eu
• Privacy and registration-data requests: privacy@coded.eu
• Security issues: security@coded.co

Coded B.V., a subsidiary of Coded Holding B.V. — registered in the Netherlands. Registered address: De Taling 15, 2761 SL Zevenhuizen, The Netherlands. Chamber of Commerce (KvK) number: 42027097. VAT number: NL869368795B01. Accredited registrar partner: [to be confirmed].