Merchant Agreement

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

This Merchant Agreement (the "Agreement") is entered into between Coded B.V., a private limited company (besloten vennootschap) incorporated under the laws of the Netherlands, with registered office at De Taling 15, 2761 SL Zevenhuizen, The Netherlands, registered with the Dutch Chamber of Commerce (Kamer van Koophandel) under number 42027097 and holding VAT identification number NL869368795B01 ("Coded", "we", "us", "our"), and the person or entity that registers for or uses a merchant account on the Coded platform (the "Merchant", "you", "your").

Coded B.V. is a wholly owned subsidiary of Coded Holding B.V. Coded operates internationally; the Netherlands is its country of registration and initial launch market, and the platform serves merchants and their customers worldwide. By creating a merchant account, publishing a project, or otherwise using the platform, you agree to this Agreement.

1. Definitions

• "Platform" means the Coded commerce platform, including the dashboard, tools, APIs, hosting, and related services that Coded makes available to Merchants.
• "Organization" means the account that owns and administers a Merchant's projects, billing relationship, and team members on the Platform.
• "Project" means a branded online presence a Merchant creates and operates through the Platform. Where this Agreement refers to commerce activity, it refers to shops operated as Projects.
• "Catalog" means the curated product catalog that Coded makes available for Merchants to source from and list in their Projects.
• "Buyer" means an end customer who purchases goods or services through a Merchant's Project.
• "Payment Processor" means Stripe and/or Mollie, the third-party payment service providers through which Buyer payments are processed.
• "Connected Account" means the Merchant's account with a Payment Processor, established through Coded's integration, into which Buyer payments are settled.
• "Subscription Fees" means the recurring fees a Merchant pays Coded to publish and operate Projects, as described on Coded's pricing page or in an applicable order.
• "Processing Costs" means the per-transaction and account fees charged directly by a Payment Processor.
• "Merchant Content" means all data, text, images, product descriptions, branding, and other material the Merchant uploads, creates, or makes available through the Platform.

2. Eligibility and Account Registration

2.1 To enter into this Agreement, you must be at least 18 years old (or the age of majority in your jurisdiction) and able to form a binding contract. If you register on behalf of an entity, you represent that you are authorised to bind that entity.

2.2 You must provide accurate, current, and complete information during registration and keep it up to date. Payment Processors and applicable law may require identity verification (including "know your customer" and anti-money-laundering checks); you agree to provide the information needed to complete these checks.

2.3 You are responsible for safeguarding your account credentials and for all activity under your Organization, including the acts and omissions of team members you authorise.

2.4 Coded may decline, suspend, or terminate a registration where verification fails, where required by a Payment Processor, or where use would create legal or security risk.

3. The Platform and Coded's Role

3.1 Coded provides the technology that enables Merchants to build, publish, and operate Projects, including storefront tooling, access to the Catalog, integrated payments, and integrated fulfilment.

3.2 Coded is a technology and services provider, not the seller or merchant of record. Each Merchant sells goods and services in its own name and on its own account. The contract of sale for any order is concluded directly between the Merchant and the Buyer. Coded is not a party to that contract and does not take title to, purchase, or resell Merchant goods.

3.3 Coded does not act as the Buyer's counterparty, escrow agent, or guarantor of any Merchant obligation. Funds from Buyer payments settle into the Merchant's Connected Account with the Payment Processor.

3.4 Coded may modify, add to, or discontinue features of the Platform. We will give reasonable advance notice of material adverse changes where practicable.

4. Merchant Responsibilities

4.1 Lawful operation. You are solely responsible for operating your Projects lawfully, including the legality of the goods and services you sell, your business licensing, and your compliance with all laws applicable to your business and to each market you sell into.

4.2 Accurate listings. You are responsible for the accuracy of product descriptions, pricing, availability, images, and all other content you publish. You must not publish misleading, deceptive, or unlawful content.

4.3 Prohibited and restricted items. You must not use the Platform to sell goods or services that are illegal, that are prohibited by an applicable Payment Processor, or that appear on Coded's then-current restricted-and-prohibited-use list. Coded may update that list to reflect legal, risk, and Payment Processor requirements.

4.4 Customer relationship. You own the relationship with your Buyers. You are responsible for customer service, order communications, returns handling, and resolving Buyer complaints relating to your Projects.

4.5 Security and credentials. You must maintain reasonable security over your account, devices, and any API credentials issued to you, and promptly notify Coded of suspected unauthorised use.

4.6 Acceptable use. You must not misuse the Platform, including by attempting to circumvent fees, interfere with Platform security or availability, scrape or resell Platform data, or use the Platform to transmit malware or unlawful content.

5. Selling via Coded Projects

5.1 You may create and publish one or more Projects under your Organization, subject to your subscription and to this Agreement.

5.2 You control your Project's branding, presentation, product selection, and pricing, within the constraints of the Platform's tooling and applicable law.

5.3 You are responsible for setting clear, accurate, and lawful storefront policies for each Project, including pricing, shipping terms, return and refund policies, and any legally required disclosures to Buyers.

5.4 Coded may display platform-level notices, security features, or trust indicators on Projects where reasonably necessary for the operation, integrity, or legal compliance of the Platform.

6. The Curated Catalog

6.1 The Catalog provides products that Merchants may select and list in their Projects. Catalog availability, pricing inputs, and product information may change over time.

6.2 When you list a Catalog product in a Project, you remain the seller to the Buyer and remain responsible for your storefront pricing, your product presentation, and your compliance obligations to the Buyer, even where underlying product data originates from the Catalog.

6.3 Coded does not warrant that Catalog information is error-free. You are responsible for reviewing Catalog content you choose to publish and for ensuring your listings comply with the laws of the markets you sell into, including labelling, safety, and consumer-information requirements.

6.4 Use of the Catalog is licensed for operating your Projects on the Platform only. You may not extract, resell, or redistribute Catalog data outside the Platform.

7. Payments and Payouts

7.1 Payment Processors. Buyer payments are processed by Stripe and/or Mollie. Your use of payments through the Platform requires you to establish and maintain a Connected Account with the applicable Payment Processor and to accept that Payment Processor's own terms. The Payment Processor's terms govern the payment-processing relationship in addition to this Agreement.

7.2 Payouts. Buyer payments settle into your Connected Account and are paid out to you by the Payment Processor according to that Payment Processor's payout schedule and terms. Coded does not hold, control, or take custody of your sales proceeds. Coded does not act as a money-transmission, escrow, or banking service.

7.3 Verification, reserves, and holds. A Payment Processor may apply verification requirements, payout reserves, holds, or delays — for example where dispute rates are elevated or where required by law or risk policy. These are determined by the Payment Processor under its terms; Coded does not control them and is not responsible for them.

7.4 Accuracy of payout details. You are responsible for the accuracy of the bank and payout details on your Connected Account. Coded is not responsible for misdirected payouts caused by inaccurate details you provide.

8. Fees — 0% Platform Fee

8.1 Coded charges a 0% platform fee on your Buyer payment transactions. Coded does not take a percentage, commission, or per-transaction platform fee on the payments your Buyers make to you.

8.2 Pass-through Processing Costs only. The only payment-related costs you bear are the Processing Costs charged directly by the applicable Payment Processor (Stripe and/or Mollie). These are set by the Payment Processor, are charged to your Connected Account, and are passed through without a Coded mark-up.

8.3 Subscription Fees. Coded charges Subscription Fees for publishing and operating Projects, as described on Coded's pricing page or in an applicable order. Subscription Fees are separate from, and unrelated to, your Buyer payment volume. Subscription Fees do not convert any part of this Agreement into a transaction-fee or commission arrangement.

8.4 Taxes on fees. Subscription Fees are stated exclusive of any applicable taxes, which will be added where required by law.

8.5 Changes to fees. Coded may change Subscription Fees on reasonable advance notice. Changes apply from the start of your next billing period unless stated otherwise.

9. Taxes and VAT

9.1 You are responsible for your own taxes. You are solely responsible for determining, collecting, reporting, and remitting all taxes arising from your sales, including VAT, GST, sales tax, and any equivalent indirect or transactional taxes in every market you sell into.

9.2 Tax determination on the storefront. You are responsible for configuring correct tax treatment on your Projects, including tax-inclusive or tax-exclusive pricing and applicable tax rates, in line with the law of the relevant jurisdiction.

9.3 Coded is not your tax adviser. Any tax-related tooling the Platform provides is a convenience and does not constitute tax advice. You remain responsible for the correctness of your tax positions and filings.

9.4 Coded's own taxes. Coded is responsible for taxes on its own Subscription Fees and income, and will issue invoices as required by Dutch and applicable law.

10. Fulfilment

10.1 The Platform offers built-in fulfilment to help you ship orders to Buyers. Where you use built-in fulfilment, the applicable fulfilment terms and any pass-through fulfilment costs apply.

10.2 You remain responsible to the Buyer for the order, including delivery promises you make on your storefront, accuracy of shipping information, and handling of returns and damaged or lost goods, regardless of how fulfilment is carried out.

10.3 You must provide accurate order, address, and product-handling information needed to fulfil orders. Coded is not responsible for failed or delayed delivery caused by inaccurate information you or your Buyer provide.

10.4 You are responsible for compliance with import, export, customs, and shipping-restriction laws applicable to the goods you sell and the routes they travel.

11. Refunds, Chargebacks, and Disputes

11.1 You are the merchant of record for disputes. Because you are the seller and the recipient of Buyer funds, refunds, chargebacks, and payment disputes are your responsibility. Chargebacks and refunds are charged against your Connected Account in accordance with the Payment Processor's terms.

11.2 Refunds. You are responsible for honouring your published refund and return policy and applicable mandatory consumer-protection rights. You authorise refunds to be processed against your Connected Account.

11.3 Dispute handling. When a Buyer initiates a chargeback or dispute, you are responsible for responding within the Payment Processor's timelines and for submitting evidence. Coded may surface dispute notifications and tooling in the dashboard as a convenience, but the dispute is between you, the Buyer, and the Payment Processor.

11.4 Negative balances. You are responsible for any negative balance on your Connected Account resulting from refunds, chargebacks, fees, or reversals. Coded is not liable for your Connected Account's negative balance.

11.5 Excessive disputes. Sustained high dispute or chargeback rates may lead a Payment Processor to apply reserves, holds, or termination under its terms, and may lead Coded to suspend payment features under Section 14.

12. Compliance with Consumer Law in the Buyer's Jurisdiction

12.1 You are responsible for complying with the consumer-protection, distance-selling, product-safety, labelling, pricing-transparency, and disclosure laws that apply in each jurisdiction where your Buyers are located. This includes mandatory rights that cannot be waived by contract, such as statutory withdrawal or return rights, conformity and warranty rights, and required pre-contractual information.

12.2 You must provide Buyers with the legally required information at the right time, including identity of the seller, total price, delivery terms, and complaint and return procedures.

12.3 Where the law of a Buyer's jurisdiction grants the Buyer rights that exceed your published policies, those mandatory rights prevail, and you are responsible for honouring them.

12.4 You will indemnify Coded for claims arising from your failure to meet consumer-law obligations to your Buyers, as set out in Section 16.

13. Data Protection and Privacy

13.1 Each party will comply with applicable data-protection law. Coded operates on a privacy-by-design basis, uses cookieless analytics, and does not sell or share personal data for cross-context behavioural advertising. Platform data is hosted in the European Union (Frankfurt) — a deliberate privacy and security feature of the Platform.

13.2 In respect of Buyer personal data processed through your Projects, you act as the controller of your customer relationships and are responsible for your own privacy notices and lawful bases. Where Coded processes personal data on your behalf in providing the Platform, it does so as a processor under a data processing agreement, which forms part of this Agreement.

13.3 Privacy rights are built universally to support, among others, the EU/EEA and UK General Data Protection Regulation regimes and United States state privacy laws (including the California Consumer Privacy Act as amended by the California Privacy Rights Act), within a general international framework. Coded's processing of personal data is further described in its Privacy Policy.

14. Suspension

14.1 Coded may suspend your account, a Project, or specific features (including payments or fulfilment) where: (a) required by a Payment Processor or by law; (b) we reasonably believe there is fraud, security risk, or unlawful activity; (c) you materially breach this Agreement; or (d) continued operation poses risk to Buyers, the Platform, or third parties.

14.2 Where practicable and lawful, we will give notice and an opportunity to cure before suspension. We may act immediately where delay would create legal, security, or financial risk.

14.3 Suspension does not relieve you of obligations to your Buyers or of liability for refunds, chargebacks, or negative balances accrued before or during suspension.

15. Term and Termination

15.1 Term. This Agreement begins when you create a merchant account and continues until terminated under this Section.

15.2 Termination by you. You may terminate by closing your account and ceasing use of the Platform, subject to settling outstanding Subscription Fees and to your continuing obligations to Buyers.

15.3 Termination by Coded. Coded may terminate this Agreement: (a) for material breach not cured within a reasonable period after notice; (b) immediately for unlawful activity, fraud, or risk to the Platform, Buyers, or third parties; or (c) on reasonable notice if Coded ceases to offer the Platform.

15.4 Effect of termination. On termination, your right to use the Platform ends and your Projects may be unpublished. You remain responsible for completing or resolving open orders, refunds, chargebacks, and any negative Connected Account balance. The Payment Processor relationship and any payout obligations are governed by the Payment Processor's terms.

15.5 Data export and deletion. You may export Merchant Content before termination where the Platform provides export tools. After a reasonable retention window, Coded may delete Merchant Content, subject to legal retention requirements.

15.6 Survival. Sections on fees owed, taxes, refunds and chargebacks, intellectual property, confidentiality, indemnity, liability, governing law, and any provision that by its nature should survive, survive termination.

16. Indemnity

16.1 You will indemnify and hold harmless Coded, Coded Holding B.V., and their officers, employees, and agents from and against claims, damages, liabilities, and reasonable costs (including legal fees) arising from: (a) your goods, services, listings, or storefront operations; (b) your breach of this Agreement; (c) your failure to comply with tax or consumer-protection law; or (d) disputes between you and your Buyers.

16.2 Coded will give you prompt notice of any indemnified claim and reasonable cooperation, and you will not settle any claim in a way that imposes obligations on Coded without Coded's consent.

17. Warranties and Disclaimers

17.1 Each party warrants that it has the authority to enter into this Agreement.

17.2 The Platform is provided "as is" and "as available". To the extent permitted by law, Coded disclaims implied warranties of merchantability, fitness for a particular purpose, and non-infringement, and does not warrant that the Platform will be uninterrupted or error-free.

17.3 Nothing in this Agreement excludes or limits liability that cannot be excluded or limited under applicable mandatory law, including mandatory consumer-protection law.

18. Limitation of Liability

18.1 To the extent permitted by law, neither party is liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, goodwill, or data.

18.2 To the extent permitted by law, Coded's aggregate liability arising out of or relating to this Agreement is limited to the Subscription Fees you paid to Coded in the twelve (12) months preceding the event giving rise to the claim.

18.3 The limitations in this Section do not apply to liability for fraud, wilful misconduct, or any liability that cannot be limited under applicable mandatory law.

19. Intellectual Property

19.1 Coded retains all rights in the Platform, including its software, design, and the Catalog data. No rights are granted except the limited right to use the Platform under this Agreement.

19.2 You retain all rights in your Merchant Content. You grant Coded a non-exclusive, worldwide licence to host, process, and display Merchant Content solely to operate and provide the Platform to you.

19.3 You are responsible for ensuring you hold the rights needed for your Merchant Content and that it does not infringe third-party rights.

20. Confidentiality

20.1 Each party will protect the other's non-public business and technical information disclosed under this Agreement and use it only to perform under this Agreement. This does not apply to information that is public, independently developed, or required to be disclosed by law.

21. Changes to this Agreement

21.1 Coded may update this Agreement to reflect changes in the Platform, law, or Payment Processor requirements. We will give reasonable notice of material changes. Continued use after the effective date of an update constitutes acceptance. Where required by law, we will seek your consent.

22. Governing Law and Jurisdiction

22.1 This Agreement is governed by the laws of the Netherlands.

22.2 The courts of Amsterdam, the Netherlands, have exclusive jurisdiction over disputes arising out of or relating to this Agreement.

22.3 Mandatory local law carve-out. Nothing in this Section deprives you, or a Buyer in your Project, of the protection of mandatory consumer-protection or data-protection law of the jurisdiction in which you or the Buyer is habitually resident, where such law applies and grants protections that cannot be derogated from by agreement. Those mandatory protections apply in addition to this Agreement.

23. General

23.1 Assignment. You may not assign this Agreement without Coded's consent. Coded may assign it to an affiliate or in connection with a corporate transaction.

23.2 Entire agreement. This Agreement, together with the documents it incorporates (including the Privacy Policy, any data processing agreement, fulfilment terms, and the Payment Processor terms), is the entire agreement between the parties on its subject matter.

23.3 Severability. If any provision is held unenforceable, the remaining provisions remain in effect.

23.4 No waiver. Failure to enforce a provision is not a waiver of it.

23.5 Notices. Coded may give notice through the dashboard or by email to your account address. You may give notice to the contact below.

23.6 Effective date. This Agreement is effective as of 11 June 2026.

Contact

Coded B.V. De Taling 15, 2761 SL Zevenhuizen, The Netherlands Chamber of Commerce (KVK): 42027097 VAT: NL869368795B01

• Legal and contractual matters: legal@coded.eu
• Privacy matters: privacy@coded.eu
• Security matters: security@coded.co