Partner Program Terms

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

1. About these terms

These Partner Program Terms (the "Terms") govern your participation in the Coded Partner Program (the "Program") as a solution, agency, or referral partner ("Partner", "you"). The Program is operated by Coded B.V., a private limited company (besloten vennootschap) incorporated in the Netherlands, a subsidiary of Coded Holding B.V. ("Coded", "we", "us").

Coded is an international company. The Netherlands is our place of registration and initial launch market; the Coded platform (the "Platform") serves merchants and their customers worldwide.

By applying to, accepting, or participating in the Program — including by clicking to accept, signing an order or enrollment form, or using any Program resource — you agree to these Terms. If you accept on behalf of a company or other legal entity, you represent that you are authorized to bind that entity, and "you" refers to that entity.

These Terms incorporate by reference the Coded Terms of Service, the Coded Privacy Policy, the Data Processing Addendum, and any Program guidelines, brand guidelines, or tier schedules we publish and update from time to time (together, the "Program Documents"). Where these Terms conflict with a separately signed written agreement between you and Coded, the signed agreement controls.

1.1 Who this is for

The Program is for businesses that build, configure, implement, or manage Coded projects on behalf of their own clients, or that refer prospective merchants to Coded. It is not a consumer offering and is not for merchants using the Platform solely for their own commerce.

1.2 What the Platform is

The Platform is a commerce platform on which a merchant operates one or more branded online shops, drawing on a curated product catalog, with built-in payments and built-in fulfilment. In user-facing terms, a tenant account is called an "Organization", the seller is a "merchant", and the things a merchant creates and publishes on the Platform are referred to as "projects". Payment processing is performed by third-party providers (currently Stripe and Mollie). Coded charges no platform fee on a merchant's payment transactions; merchants pay only the pass-through processing costs charged by the payment provider. Subscription fees for publishing projects are separate and are described in the applicable order or pricing terms.

2. Definitions

• "Client" means a third party for whom you build, configure, implement, or manage one or more Coded projects, or whom you refer to Coded.
• "Client Data" means data and content that a Client or its customers submit to, store in, or generate through the Platform, including personal data.
• "Confidential Information" means non-public information disclosed by one party to the other that is marked confidential or that a reasonable person would understand to be confidential, including Program economics, roadmaps, pricing, and Client lists.
• "Coded Brand Assets" means Coded's names, logos, trademarks, trade dress, and other brand features made available to you under the Program.
• "Partner Tier" means the level of Program membership assigned to you under Section 7.
• "Referral" means a prospective merchant you introduce to Coded in accordance with Section 6.
• "Personal Data", "processing", "controller", and "processor" have the meanings given under applicable data protection law, including the EU General Data Protection Regulation (GDPR) and comparable laws of other jurisdictions (including U.S. state privacy laws such as the CCPA/CPRA).

3. Program enrollment and structure

3.1 Application and acceptance

Participation in the Program is by application and acceptance. We may accept or decline any application at our discretion and may require verification of your business identity, tax status, and standing. Acceptance does not create any exclusivity, territory, quota, or minimum-commitment obligation on either party unless expressly stated in a signed agreement.

3.2 Partner types

The Program may include solution/agency partners (who build on or manage the Platform for Clients) and referral partners (who introduce prospective merchants to Coded). Your rights and obligations depend on the partner type(s) and Partner Tier assigned to you. A Partner may hold more than one type.

3.3 Independent parties

The Program does not create any partnership (in the legal sense), joint venture, agency, franchise, fiduciary, or employment relationship between you and Coded. Neither party may bind, incur obligations for, or make representations or warranties on behalf of the other. You are solely responsible for your own personnel, subcontractors, taxes, and business expenses.

3.4 Relationship with Coded agreements

Each Organization, merchant, and Client remains bound by its own agreement with Coded (including the Terms of Service and Privacy Policy). Nothing in these Terms varies, waives, or overrides those agreements, and you may not represent otherwise to any Client.

4. Partner obligations

4.1 Lawful and professional conduct

You will:

• comply with all applicable laws and regulations in every jurisdiction in which you operate, including those governing commerce, consumer protection, advertising, anti-corruption, sanctions and export control, tax, and data protection;
• act honestly, professionally, and in good faith in all dealings relating to Coded, the Platform, and Clients;
• not make any representation, warranty, or guarantee about the Platform beyond what Coded publishes in its official materials, and not misstate Platform capabilities, availability, security posture, pricing, or fees;
• accurately represent the 0% platform fee position — namely that Coded charges no fee on a merchant's payment transactions and that merchants pay only pass-through payment-processing costs — and never describe a Coded transaction or platform fee on payments;
• not engage in deceptive, misleading, spam, or unethical marketing, and not bid on, register, or use Coded Brand Assets in domain names, ad keywords, or handles in a way that suggests you are Coded or an official Coded entity; and
• maintain the skills, personnel, and quality standards reasonably necessary to deliver competent implementation and support services to your Clients.

4.2 Implementation and support responsibilities (solution/agency partners)

If you build, configure, or manage projects for Clients, you are responsible for the quality, lawfulness, and fitness of the work you deliver, including the configuration of projects, products, payments onboarding, fulfilment settings, and any custom content. You will provide first-line support to your Clients for the work you deliver and will not represent Coded support commitments as your own or vice versa.

4.3 Account and credential handling

You will access Client Organizations only with proper authorization and only to the extent necessary to perform agreed services. You will safeguard all credentials, use individually attributable access rather than shared logins where the Platform supports it, and promptly remove access for personnel who no longer require it. You will not access, copy, or use any Organization or Client Data except as authorized by the relevant Client and permitted by these Terms.

4.4 Security and incident notification

You will maintain reasonable and appropriate technical and organizational security measures for any systems and data you handle in connection with the Program. You will notify us without undue delay, and in any event within seventy-two (72) hours, after becoming aware of any security incident, unauthorized access, or data breach affecting the Platform, Client Data, or Coded Confidential Information, at security@coded.co.

4.5 No circumvention of payments or fulfilment

You will not configure, instruct, or encourage a Client to circumvent the Platform's built-in payments or fulfilment, to route payments outside the supported providers in violation of the applicable terms, or to misrepresent the nature or cost of payment processing to end customers.

5. Use of the Coded brand

5.1 Limited licence

Subject to your compliance with these Terms and any published brand guidelines, Coded grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to use the Coded Brand Assets solely to identify yourself as a participant in the Program and to market your Coded-related services for the duration of your participation. All goodwill arising from your use of the Coded Brand Assets inures to Coded.

5.2 Brand guidelines and approvals

You will use the Coded Brand Assets only in the form and manner set out in the brand guidelines, will not alter or combine them with other marks so as to create a composite mark, and will, on request, submit material samples for approval before publication. You may describe your Partner Tier only as currently and accurately assigned to you.

5.3 Reservation and restrictions

Coded retains all right, title, and interest in and to the Platform, the Coded Brand Assets, and all related intellectual property. You acquire no ownership rights. You will not (a) register or attempt to register any Coded Brand Asset or confusingly similar mark, name, or domain; (b) use the Coded Brand Assets to disparage Coded or in connection with unlawful, deceptive, or off-brand content; or (c) imply endorsement, certification, or a relationship beyond your actual Partner Tier. On termination, your brand licence ends and you will promptly cease all use of the Coded Brand Assets.

6. Referrals

6.1 How referrals work

Where the Program includes referral participation, you may introduce prospective merchants to Coded through the channel and process we designate (for example, a referral form, tracking link, or registration tool). To be eligible for any referral benefit, a Referral must be a new, qualified prospect, submitted before any independent engagement with Coded, accepted by us, and tracked through the designated process. Coded owns the merchant relationship and contracts directly with the referred merchant.

6.2 Referral fees

Any referral fees, credits, or other compensation, and the conditions for earning and payment, will be set out in the applicable Program tier schedule or order. Unless expressly stated otherwise: compensation accrues only for accepted, qualifying, paying merchants; it is calculated on Coded subscription fees only and never on a merchant's payment-processing costs or payment volume (consistent with the 0% platform fee position); and it is payable in arrears subject to any clawback for refunds, chargebacks, cancellations, or fraud.

6.3 Anti-fraud and integrity

Any attempt to manipulate, falsify, or inflate Referrals or compensation — including self-referrals, fabricated prospects, or routing existing prospects through the referral channel — is a material breach and grounds for immediate termination and forfeiture of unpaid amounts. Referral activity must comply with applicable marketing, advertising, and anti-spam laws.

6.4 Taxes

You are responsible for all taxes arising from amounts you receive under the Program. Where required, Coded may withhold taxes or request valid tax documentation before payment.

7. Partner tiers and benefits

The Program may offer tiers (for example, by certification, delivered volume, or engagement level). Tier criteria, benefits, and any associated requirements are described in a separate, published tier schedule that Coded may update from time to time.

[TIER SCHEDULE PLACEHOLDER] — Tier names, qualification thresholds, benefits (such as listing, co-marketing, support priority, referral economics, and early feature access), and downgrade rules to be defined in a separate schedule. Counsel to confirm that benefits create no binding commitment or implied SLA beyond what is intended.

Benefits are discretionary, may change, and confer no vested right. Coded may reassess and adjust your Partner Tier based on the published criteria, and a change in tier does not by itself constitute termination of the Program relationship.

8. Client data and data protection

8.1 Roles

As between you and Coded, each Client (or its Organization) is the controller of its Client Data, Coded acts as a processor (or service provider) to that Client under the Coded Data Processing Addendum, and you act on the Client's instructions and authorization. Where you determine the purposes and means of processing Client Data for your own services, you act as a controller or as the Client's processor and are responsible for your own compliance, including a lawful basis and any required notices and agreements with the Client.

8.2 Your data-protection obligations

You will:

• process Client Data only as authorized by the relevant Client and only to perform agreed services;
• comply with all applicable data protection laws, framed universally and not limited to any single jurisdiction, including the GDPR, applicable U.S. state privacy laws (such as the CCPA/CPRA), and comparable international laws;
• put in place the data-protection agreements with your Clients that the law requires for the processing you perform;
• honor data-subject and consumer privacy rights and assist Clients in responding to such requests as they relate to your services; and
• not sell or share personal data, and not use it for cross-context behavioural advertising, consistent with Coded's privacy-by-design posture.

8.3 Coded's privacy posture

Coded is built privacy-by-design, 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). You will not misrepresent this posture or make compliance claims on Coded's behalf beyond what Coded officially publishes. You will not represent that Coded holds any certification (such as SOC 2, ISO 27001, or PCI-DSS Level 1) unless and to the extent Coded has in writing confirmed it holds that certification.

8.4 International transfers

Where your activities involve transferring personal data across borders, you are responsible for ensuring an appropriate transfer mechanism is in place. The hosting of Platform data in the EU does not relieve you of obligations relating to data you separately collect, hold, or transfer.

9. Confidentiality

Each party will protect the other's Confidential Information with at least reasonable care, use it only to perform under these Terms, and not disclose it except to personnel and advisers who need it and are bound by confidentiality obligations. Confidentiality obligations do not apply to information that is or becomes public through no fault of the receiving party, was lawfully known without obligation, is independently developed, or is lawfully received from a third party. A party may disclose Confidential Information where legally required, giving reasonable prior notice where lawful. These obligations survive termination for as long as the information remains confidential.

10. Intellectual property

Coded owns all right, title, and interest in and to the Platform, Coded Brand Assets, documentation, and any improvements and feedback-derived modifications. You own your own pre-existing materials and the deliverables you create for your Clients (subject to your Client arrangements), excluding any embedded Coded intellectual property. If you provide feedback or suggestions, you grant Coded a perpetual, irrevocable, royalty-free licence to use them without obligation to you.

11. Warranties and disclaimers

Each party warrants that it has the authority to enter into these Terms and will perform its obligations in compliance with applicable law. You additionally warrant that you have the necessary rights and authorizations to act for your Clients and that your services will be performed in a competent and professional manner.

Except as expressly stated, the Program, the Platform, and all Program resources are provided "as is" and "as available", and Coded disclaims all other warranties to the maximum extent permitted by law, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement. This disclaimer does not exclude or limit any liability or right that cannot be excluded or limited under mandatory applicable law.

12. Indemnification

You will defend, indemnify, and hold Coded harmless from third-party claims, damages, and reasonable costs arising out of (a) your services to Clients, (b) your breach of these Terms or applicable law, (c) your misuse of the Coded Brand Assets, or (d) your handling of Client Data in breach of your obligations. Coded will defend, indemnify, and hold you harmless from third-party claims that your authorized use of the Coded Brand Assets as permitted under these Terms infringes a third party's trademark rights. The indemnified party will give prompt notice, allow the indemnifying party to control the defence, and provide reasonable cooperation.

13. Limitation of liability

To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, goodwill, or data, arising out of or relating to the Program. Each party's total aggregate liability arising out of or relating to these Terms will not exceed the greater of (a) the total amounts paid or payable by Coded to you under the Program in the twelve (12) months preceding the event giving rise to the liability, or (b) one hundred euros (€100). These limitations do not apply to liability that cannot be limited under mandatory applicable law, to a party's confidentiality or indemnification obligations, or to wilful misconduct.

14. Term and termination

14.1 Term

These Terms apply from the date you are accepted into the Program and continue until terminated as set out below.

14.2 Termination for convenience

Either party may terminate participation in the Program for any reason on thirty (30) days' written notice (which may be given by email or through the Program tools).

14.3 Termination for cause and suspension

Coded may suspend or terminate your participation immediately if you materially breach these Terms (and, where the breach is curable, fail to cure within ten (10) days of notice), engage in fraud or unlawful conduct, misuse the Coded Brand Assets, create a security or data-protection risk, or become insolvent. Coded may suspend Program access immediately where reasonably necessary to protect the Platform, Clients, or third parties.

14.4 Effect of termination

On termination: your right to participate in the Program and to use the Coded Brand Assets ends immediately; you will cease holding yourself out as a Coded partner and remove Coded Brand Assets from your materials within a reasonable period; and each party will return or destroy the other's Confidential Information on request, subject to legal retention requirements. Termination of the Program does not by itself terminate any separate agreement between a Client and Coded, and Clients' projects, data, and Organizations remain subject to their own agreements with Coded.

14.5 Accrued and earned amounts

Termination does not affect amounts properly earned and payable before termination, subject to any applicable clawback, except that no further amounts accrue after termination and unpaid amounts may be forfeited where termination is for fraud or material breach.

14.6 Transition of Clients

You will reasonably cooperate to enable an orderly transition of any Client projects you manage, so that Clients retain uninterrupted access to and control of their Organizations and Client Data.

14.7 Survival

Sections concerning definitions, confidentiality, intellectual property, disclaimers, indemnification, limitation of liability, governing law, and any provision that by its nature should survive will survive termination.

15. Changes to the Program and these Terms

Coded may update these Terms and the Program Documents from time to time. We will take reasonable steps to notify Partners of material changes, for example by email or through the Program tools. Changes take effect on the stated effective date, and your continued participation after that date constitutes acceptance. If you do not agree to a change, your remedy is to terminate your participation under Section 14.

16. Governing law and disputes

These Terms are governed by the laws of the Netherlands, without regard to conflict-of-laws rules. The courts of Amsterdam, the Netherlands, have exclusive jurisdiction over any dispute arising out of or relating to these Terms or the Program.

Nothing in this section deprives you of, or overrides, any protection afforded to you by mandatory provisions of the law of your own jurisdiction — including mandatory consumer-protection and data-protection law — that cannot be derogated from by agreement. Where such mandatory local law applies, it does so in addition to, and prevails over conflicting provisions of, these Terms to the extent required.

17. General

These Terms, together with the Program Documents and any signed agreement, are the entire agreement between you and Coded regarding the Program and supersede prior understandings on that subject. You may not assign these Terms without Coded's prior written consent; Coded may assign to an affiliate or in connection with a reorganization, merger, or sale of assets. If any provision is held unenforceable, the remaining provisions remain in effect and the unenforceable provision is modified to the minimum extent necessary. No waiver is effective unless in writing, and no delay in exercising a right waives it. Notices to Coded must be sent to the contact details below; notices to you may be sent to the contact details on your Program profile. Neither party is liable for delay or failure caused by events beyond its reasonable control.

Contact

Questions about these Terms or the Program:

• General and legal: legal@coded.eu
• Privacy and data protection: privacy@coded.eu
• Security and incident reports: security@coded.co

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