Terms of Service

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

These Terms of Service ("Terms") form a binding agreement between you and Coded B.V., a private limited company (besloten vennootschap) incorporated under the laws of the Netherlands, with its 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", or "our"). Coded B.V. is a wholly owned subsidiary of Coded Holding B.V.

Coded operates an international commerce platform available to merchants and account holders worldwide. The Netherlands is our place of registration and initial launch market; the platform is offered globally, subject to local law where it applies.

By creating an account, accessing, or using the Coded platform and related services (together, the "Services"), you agree to these Terms. If you do not agree, do not use the Services.

1. Definitions

• "Account" — the credentialed access through which you use the Services.
• "Organization" — the tenant entity that owns an Account; the contracting party responsible for use of the Services under that Account. In our engineering systems this is referred to as a tenant.
• "Account Holder" / "you" — the person or entity that opens an Account and accepts these Terms, whether on their own behalf or on behalf of an Organization.
• "Authorized User" — any individual you permit to access the Services under your Account.
• "Merchant" — an Organization that sells goods or services to end customers using the Services.
• "Project" — anything you create, configure, or publish through the Services (for example, a branded online shop), referred to collectively as a project.
• "End Customer" — a person who purchases from, or otherwise interacts with, a Merchant's published Project.
• "Catalog" — the curated product catalog that Coded makes available within the Services.
• "Payment Processors" — the third-party payment service providers Coded integrates with, currently Stripe and Mollie.
• "Merchant Agreement" — the additional terms that apply where you use the Services to sell to End Customers, accept payments, or use built-in fulfilment, incorporated by reference into these Terms.
• "Acceptable Use Policy" / "AUP" — the policy governing permitted and prohibited conduct on the Services, incorporated by reference into these Terms.

2. Acceptance of these Terms

2.1 Agreement to be bound

By clicking to accept, by creating an Account, or by using the Services, you confirm that you have read, understood, and agree to be bound by these Terms, together with the documents incorporated by reference (the Merchant Agreement, the Acceptable Use Policy, and our Privacy Policy).

2.2 Authority

If you accept these Terms on behalf of an Organization, you represent and warrant that you have authority to bind that Organization, and "you" refers to both you individually and that Organization.

2.3 Eligibility

You must be at least 18 years old, or the age of majority in your jurisdiction if higher, and capable of entering into a binding contract. The Services are not directed to children.

2.4 Related documents

The Merchant Agreement and the Acceptable Use Policy are incorporated into and form part of these Terms. Where these Terms conflict with the Merchant Agreement on a matter specific to selling, payments, or fulfilment, the Merchant Agreement controls for that matter. Our Privacy Policy describes how we handle personal data and is incorporated by reference.

3. Accounts and Organizations

3.1 Registration

You must provide accurate, current, and complete information when creating an Account and keep it up to date. An Account is owned by an Organization, which is the contracting party.

3.2 Authorized Users and roles

You may invite Authorized Users to your Organization and assign roles and permissions. You are responsible for the acts and omissions of all Authorized Users and for ensuring they comply with these Terms.

3.3 Account security

You are responsible for safeguarding credentials and for all activity under your Account. You must notify us promptly at security@coded.co of any suspected unauthorized access or security incident. We support and recommend enabling available security controls, including multi-factor authentication.

3.4 One person, one identity

You may not share a single individual login across multiple people, impersonate others, or misrepresent your affiliation with any person or entity.

4. The Services

4.1 What we provide

The Services let an Organization build and operate one or more Projects, including branded online shops, with access to a curated product Catalog, built-in payments through our Payment Processors, and built-in fulfilment. Specific functionality may vary by plan and may change over time.

4.2 Availability and changes

We strive to keep the Services available but do not guarantee uninterrupted or error-free operation. We may add, modify, or remove features, and may schedule or perform maintenance. Where a change materially reduces core functionality of a paid plan, we will give reasonable notice where practicable.

4.3 Hosting and data location

Platform data is hosted within the European Union, in data centers located in Frankfurt, Germany. We consider EU hosting a benefit to all our users worldwide. This does not limit the international availability of the Services.

4.4 Beta and pre-release features

We may offer features identified as beta, preview, or experimental. These are provided "as is", may change or be withdrawn at any time, and are excluded from any availability commitment.

5. Subscriptions, Publishing, and Fees

5.1 Free to build

Creating an Account, building Projects, and configuring the Services is free. Fees apply when you publish a Project or subscribe to a paid plan, as described at the point of purchase.

5.2 Publishing and subscription fees

Publishing a Project requires an active subscription for that Project. Subscription fees, billing cycles, and what each plan includes are presented to you before purchase and may be updated for future billing periods on notice. Unless stated otherwise or required by mandatory law, fees are non-refundable once a billing period has begun.

5.3 Zero platform fee on payment transactions

Coded charges a 0% platform fee on a Merchant's payment transactions processed through the Services. Coded does not take a percentage or per-transaction cut of a Merchant's sales. The only payment-related costs you pay are the pass-through processing costs charged by the Payment Processors (Stripe and Mollie) under their own terms. Coded's revenue from a Merchant comes from subscription and publishing fees, not from the Merchant's transaction volume.

5.4 Taxes

Fees are stated exclusive of taxes unless indicated otherwise. You are responsible for all applicable taxes, duties, and levies associated with your use of the Services, other than taxes on Coded's net income. You are solely responsible for determining, collecting, reporting, and remitting any taxes arising from your sales to End Customers.

5.5 Payment method and authorization

You authorize us, or our billing provider, to charge your designated payment method for all fees due. If a charge fails, we may retry and may suspend paid features until payment is resolved.

5.6 Changes to fees

We may change subscription and publishing fees. Changes take effect at the start of your next billing period after we give notice. Continued use of paid features after a fee change takes effect constitutes acceptance.

6. Acceptable Use

Your use of the Services is governed by the Acceptable Use Policy, which is incorporated into these Terms. In summary, and without limiting the AUP, you must not use the Services to: violate any law; infringe intellectual property or other rights; sell prohibited or restricted goods or services; transmit malware or attempt to compromise security; engage in fraud, deceptive practices, or abuse of the Payment Processors; or interfere with the integrity or performance of the Services. We may investigate suspected violations and take the actions described in Section 11. The full Acceptable Use Policy controls in the event of any inconsistency with this summary.

7. Your Content and Data

7.1 Ownership of your content

As between you and Coded, you retain all rights in the content, data, branding, and materials you upload, create, or publish through the Services ("Your Content"). We do not claim ownership of Your Content.

7.2 License to operate the Services

You grant Coded a worldwide, non-exclusive, royalty-free license to host, store, reproduce, adapt for technical purposes, transmit, and display Your Content, solely as necessary to provide, secure, maintain, and improve the Services and to comply with law. This license ends when Your Content is deleted, except for content retained in routine backups for a limited period or as required by law.

7.3 Your responsibility for your content

You represent that you have the rights necessary to use Your Content and to grant the license above, and that Your Content and your Projects comply with these Terms and applicable law.

7.4 Personal data and privacy

Our handling of personal data is described in our Privacy Policy. Coded is built privacy-by-design, uses cookieless analytics, and does not sell personal data or share it for cross-context behavioural advertising. Where you process End Customer personal data through the Services, the data-processing terms in the Merchant Agreement and Privacy Policy apply, including the respective roles of the parties as controller and processor where relevant.

8. Intellectual Property

8.1 Coded's rights

The Services, including all software, design, interfaces, the Catalog structure, documentation, trademarks, and the "Coded" name and logo, are owned by or licensed to Coded and are protected by intellectual property laws. Except for the limited rights expressly granted in these Terms, no rights are transferred to you.

8.2 Limited license to you

Subject to these Terms, Coded grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for your internal business purposes during the term.

8.3 Catalog

Products made available through the Catalog are subject to the terms applicable to that Catalog and, where relevant, the Merchant Agreement. Your access to Catalog products does not transfer any intellectual property rights beyond what is necessary to list and sell them through your Projects in accordance with those terms.

8.4 Feedback

If you give us feedback or suggestions, you grant Coded a perpetual, irrevocable, worldwide, royalty-free right to use it without restriction or obligation to you.

8.5 Restrictions

You may not copy, modify, reverse engineer, decompile, create derivative works from, resell, or sublicense the Services, except to the extent these restrictions are prohibited by applicable mandatory law.

9. Disclaimers

9.1 "As is"

To the maximum extent permitted by applicable law, the Services are provided "as is" and "as available", without warranties of any kind, whether express, implied, or statutory, including any implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

9.2 No guarantee of results

We do not warrant that the Services will be uninterrupted, secure, or error-free, that defects will be corrected, or that the Services will meet your requirements or produce any particular commercial result.

9.3 Third parties

The Services integrate with third parties, including the Payment Processors and fulfilment providers. We are not responsible for the acts, omissions, products, or terms of those third parties. Your use of a Payment Processor is subject to that processor's own terms and is between you and that processor.

9.4 Mandatory consumer law

Nothing in this Section excludes or limits any warranty or right that cannot be excluded or limited under mandatory law applicable to you, including consumer-protection law in your jurisdiction.

10. Limitation of Liability

10.1 Exclusion of indirect damages

To the maximum extent permitted by applicable law, neither party will be liable for any indirect, incidental, special, consequential, or punitive damages, or for loss of profits, revenue, goodwill, data, or business opportunity, arising out of or relating to these Terms or the Services, even if advised of the possibility of such damages.

10.2 Liability cap

To the maximum extent permitted by applicable law, Coded's total aggregate liability arising out of or relating to these Terms and the Services will not exceed the greater of (a) the total amounts you paid to Coded for the Services in the twelve (12) months immediately preceding the event giving rise to the claim, or (b) one hundred euros (EUR 100). Because Coded charges a 0% platform fee on payment transactions, amounts processed through the Payment Processors are not "amounts paid to Coded" and do not count toward this cap.

10.3 Carve-outs

The exclusions and cap in Sections 10.1 and 10.2 do not apply to liability that cannot be limited under applicable mandatory law, including liability arising from a party's fraud, willful misconduct, or gross negligence, from death or personal injury caused by negligence, or from a party's indemnification obligations under Section 11.

10.4 Allocation of risk

You acknowledge that the fees reflect the allocation of risk in these Terms and that these limitations are an essential basis of the agreement between the parties.

11. Indemnification

11.1 Your indemnity

You will defend, indemnify, and hold harmless Coded, its affiliates, and their officers, directors, employees, and agents from and against any third-party claims, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or relating to: (a) Your Content or your Projects; (b) your goods or services sold to End Customers; (c) your breach of these Terms, the Merchant Agreement, or the Acceptable Use Policy; (d) your violation of any law or of the rights of any third party; or (e) any dispute between you and an End Customer or between you and a Payment Processor caused by your acts or omissions.

11.2 Procedure

Coded will promptly notify you of any claim, give you reasonable control of the defense (provided any settlement that imposes obligations on Coded requires Coded's prior written consent), and provide reasonable cooperation at your expense.

12. Suspension and Termination

12.1 Termination by you

You may stop using the Services and close your Account at any time. Closing your Account does not entitle you to a refund of fees already paid except where required by mandatory law.

12.2 Suspension

We may suspend or restrict your Account, a Project, or specific features, with or without prior notice where the circumstances reasonably require, if we believe: (a) you have violated these Terms, the Merchant Agreement, or the Acceptable Use Policy; (b) your use poses a security, legal, fraud, or operational risk to Coded, the Payment Processors, End Customers, or other users; or (c) suspension is required to comply with law or a request from a competent authority.

12.3 Termination by Coded

We may terminate these Terms or your Account on reasonable notice, or immediately for a material breach that is not cured within a reasonable period after notice, or where the breach is incapable of cure or the law requires immediate action.

12.4 Effect of termination

On termination: your right to access the Services ends; published Projects may be unpublished; and accrued fees remain payable. We will make Your Content available for export for a reasonable period after termination where practicable and not prohibited by law, after which we may delete it subject to backup and legal-retention requirements.

12.5 Survival

Sections that by their nature should survive termination — including Definitions, fees accrued, Intellectual Property, Disclaimers, Limitation of Liability, Indemnification, Governing Law, and these survival provisions — survive.

13. Changes to these Terms

We may update these Terms from time to time. If a change is material, we will give reasonable notice by a method such as email or in-product notice before it takes effect. Changes apply prospectively. Your continued use of the Services after a change takes effect constitutes acceptance. If you do not agree to a change, you must stop using the Services and may close your Account.

14. Governing Law and Disputes

14.1 Governing law

These Terms and any dispute arising out of or in connection with them are governed by the laws of the Netherlands, without regard to conflict-of-law rules.

14.2 Jurisdiction

The competent courts of Amsterdam, the Netherlands, have exclusive jurisdiction over any dispute arising out of or in connection with these Terms.

14.3 Mandatory local law

Nothing in Sections 14.1 and 14.2 deprives you of the protection of mandatory provisions of the law of your country of residence or establishment, including mandatory consumer-protection and data-protection law, where such law applies to you and cannot be derogated from by agreement. Where mandatory local law grants you the right to bring proceedings in, or have proceedings governed by the law of, your home jurisdiction, that right is preserved.

14.4 Informal resolution

Before commencing formal proceedings, the parties will attempt in good faith to resolve any dispute by contacting legal@coded.eu and engaging in reasonable discussion.

15. General

15.1 Entire agreement

These Terms, together with the Merchant Agreement, the Acceptable Use Policy, the Privacy Policy, and any order or plan details, constitute the entire agreement between you and Coded regarding the Services and supersede prior agreements on that subject.

15.2 Assignment

You may not assign or transfer these Terms without our prior written consent. We may assign these Terms to an affiliate or in connection with a merger, acquisition, or sale of assets.

15.3 Severability

If any provision is held unenforceable, the remaining provisions remain in full effect, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable.

15.4 No waiver

Failure to enforce any provision is not a waiver of the right to enforce it later.

15.5 Force majeure

Neither party is liable for failure or delay caused by events beyond its reasonable control, except for payment obligations.

15.6 Notices

We may give notice by email, in-product message, or posting within the Services. You may give notice to us at the contact details below.

15.7 Relationship of the parties

The parties are independent contractors. Nothing in these Terms creates a partnership, agency, joint venture, or employment relationship.

Contact

Questions about these Terms can be directed to:

• General and legal: legal@coded.eu
• Privacy: privacy@coded.eu
• Security: security@coded.co

Coded B.V., De Taling 15, 2761 SL Zevenhuizen, The Netherlands · KvK 42027097 · VAT NL869368795B01

These Terms take effect on 11 June 2026.