General Terms and Conditions

(1) These General Terms and Conditions (hereinafter "Terms") apply to all contracts between Codaiq LTD, 71-75 Shelton Street, Covent Garden, London, WC2H 9JQ, United Kingdom, Companies House Number 16537316, represented by its Director Hassan Hasso (hereinafter "Provider" or "Codaiq"), and its customers (hereinafter "Customer") concerning the use of the software-as-a-service platform "Codaiq" available at codaiq.com and associated subdomains (hereinafter "Platform").

(2) The Platform is aimed at both entrepreneurs within the meaning of § 14 of the German Civil Code (BGB) (B2B) and consumers within the meaning of § 13 BGB (B2C). Special provisions applicable exclusively to consumers are marked as such.

(3) Deviating, conflicting or supplementary terms and conditions of the Customer shall become part of the contract only if and to the extent that the Provider expressly agrees to their validity in writing. This applies even where the Provider renders services without reservation while aware of the Customer's deviating terms.

(4) The version of the Terms valid at the time the contract is concluded shall be authoritative.

(1) The presentation of the Platform and its plans does not constitute a binding offer to enter into a contract, but rather a non-binding invitation to the Customer to submit an offer (invitatio ad offerendum).

(2) By creating a user account, selecting a paid plan and subsequently clicking the order button ("Order now subject to payment" or similar), the Customer submits a binding offer to conclude a usage contract.

(3) The contract comes into effect upon receipt of the booking confirmation by email, or at the latest upon provision of the Platform services.

(4) After the contract is concluded, the contract text is stored by the Provider and sent to the Customer by email. The Terms can be viewed at any time at codaiq.com/terms.

(1) The Provider makes the Codaiq Platform available to the Customer for use over the internet. The Platform enables in particular:

• the AI-assisted generation and editing of websites based on text inputs (prompts);
• the hosting of the websites generated by the Customer under *.sites.codaiq.com or under a custom domain;
• the connection of custom domains including automated SSL certificate provisioning (best-effort);
• further functions described in the respective plan, such as lead capture, analytics, SEO tools and team functions.

(2) The specific scope of services is determined by the plan selected by the Customer (Free, Starter, Pro, Enterprise/Agency or a correspondingly named successor plan) and the service description valid at the time the contract is concluded.

(3) The Provider is entitled to continue developing the Platform and to adapt functions, provided this is reasonable for the Customer and the agreed scope of services is essentially preserved. Material changes will be announced with adequate advance notice.

(4) Support is provided by email via info@codaiq.com during normal business hours. The scope of support services (response times, priority support) depends on the selected plan.

(1) The prices shown on the Platform at the time the contract is concluded apply. Towards entrepreneurs, all prices are net plus the applicable statutory VAT; towards consumers, the final prices are shown including statutory VAT.

(2) The remuneration is due in advance, either monthly or annually, at the Customer's choice. Billing takes place at the beginning of the booked billing period.

(3) Payment is processed by our payment service provider Stripe (Stripe Payments Europe, Ltd., Ireland). Available payment methods are displayed during the ordering process (in particular credit card, SEPA direct debit). The terms of the payment service provider apply in addition.

(4) In the event of default, the Provider is entitled to claim statutory default interest (§ 288 BGB). If a due payment fails repeatedly, the Provider may downgrade the account to the Free plan or, after prior reminder, block access.

(5) Price changes will be communicated to the Customer in text form at least 30 days before they take effect. If the Customer does not object to the price change within this period and continues to use the Platform, the change is deemed accepted. Customers will be separately informed in the notice of the right to object and the consequences of remaining silent.

(1) The Customer undertakes to use the Platform only within the scope of fair use ("Fair Use") and in accordance with the separate Acceptable Use Policy.

(2) In particular, the following are prohibited:

• the creation or dissemination of content that is unlawful, harmful to minors, glorifies violence, is insulting or discriminatory, infringes copyright, or violates third-party industrial property rights;
• the sending of unsolicited advertising ("spam"), phishing or comparable fraudulent activities;
• the circumvention of technical limits, security measures or licence restrictions;
• the use of automated systems (crawlers, scrapers) for systematic extraction beyond the regular interfaces;
• the operation of services that place an unreasonable burden on the infrastructure (e.g. repeatedly abusive AI calls).

(3) In the event of violations, the Provider is entitled, after weighing the mutual interests, to temporarily block the affected content, restrict access and, in serious cases, terminate the contract without notice.

(1) The Customer is solely responsible for the content uploaded or generated by them (including content created by the Provider's AI tools, once the Customer publishes or further uses it). The Customer ensures that the content does not violate applicable law or the rights of third parties.

(2) The Customer grants the Provider the non-exclusive rights of use to its content that are necessary for the provision of the services, limited geographically to the scope of the Platform and temporally to the term of the contract. Beyond this, the Provider acquires no rights to the Customer's content.

(3) The Customer is obliged to keep access credentials confidential and to protect them from access by third parties. If misuse is suspected, the Provider must be informed without delay.

(4) The Customer shall indemnify the Provider against third-party claims arising from unlawful content for which the Customer is responsible or from use of the Platform in breach of contract, including reasonable costs of legal defence. This does not apply insofar as the Customer is not responsible for the breach of duty.

(1) The Provider aims for a Platform availability of 99.5% on annual average ("best-effort SLA"). Planned maintenance is carried out, where possible, outside normal business hours and announced in advance; it is not taken into account when calculating availability.

(2) No separate service level is guaranteed for the Free and Starter plans. Higher guaranteed availabilities or response times require an express Enterprise/Agency contract or a separate SLA.

(3) Force majeure, outages at third parties (in particular hosting providers, AI inference providers, domain registrars) and circumstances for which the Customer is responsible are not taken into account.

(1) The Provider is liable without limitation for intent and gross negligence, for injury to life, body and health, under the provisions of the Product Liability Act, and to the extent of a guarantee assumed.

(2) In the case of simple negligence, the Provider is liable only for breach of a material contractual obligation (cardinal obligation), the fulfilment of which is essential to the proper performance of the contract and on whose observance the Customer may regularly rely. In this case, liability is limited in amount to the foreseeable damage typical of the contract.

(3) Any further liability of the Provider for damages is excluded — subject to paragraph (1). In particular, the Provider is not liable for lost profits, indirect damages, data loss outside the contractual backups, or damages arising from third-party content.

(4) Towards entrepreneurs, liability per damage event is limited to the amount the Customer has paid to the Provider in the last 12 months before the damage-causing event, insofar as this does not violate the character of a material contractual obligation. Towards consumers, the statutory provisions remain unaffected.

(1) The processing of personal data is governed by our Privacy Policy.

(2) Insofar as the Provider processes personal data on behalf of the Customer — in particular data of the Customer's end customers collected via the websites generated by the Customer (e.g. lead forms) — the Provider and Customer conclude a separate data processing agreement (DPA) pursuant to Art. 28 GDPR. The model DPA text is made available to business customers in the self-service area; it forms an annex to these Terms.

(3) The Customer remains the controller within the meaning of Art. 4 No. 7 GDPR for the data it processes. In particular, the Customer must independently ensure that a proper privacy policy and, where applicable, a cookie consent mechanism are present on the websites it operates.

(4) A list of the sub-processors used is provided on request. The DPA runs concurrently with the main contract; termination of the DPA is not possible without simultaneous termination of the main contract.

(1) The contract is concluded for an indefinite period, unless a fixed term (e.g. 12 months for the annual plan) was expressly selected during the ordering process.

(2) Monthly plans can be terminated by the Customer at any time without giving reasons, effective at the end of the current month. Annual plans end at the end of the chosen term; if they are not terminated at least 30 days before expiry, they renew automatically by 12 months each time, provided this was clearly indicated to the Customer at the time of ordering. Towards consumers, any renewal takes place only with express confirmation pursuant to §§ 309 No. 9, 312k BGB.

(3) Termination can be declared via the account settings ("Cancel subscription") or by email to info@codaiq.com. The cancellation button within the meaning of § 312k BGB is accessible in the account.

(4) The right to extraordinary termination for good cause (§ 314 BGB) remains unaffected. Good cause exists in particular in the case of repeated violations of § 5 (Acceptable Use) or a payment default lasting more than 30 days.

(5) After the contract ends, the Provider makes the Customer's data available for export for 30 days. Thereafter, the data is deleted — subject to statutory retention obligations. Any DPA runs concurrently with the main contract.

(1) Consumers within the meaning of § 13 BGB have a statutory right of withdrawal in accordance with the withdrawal instructions set out below.

(1) The Provider may amend these Terms insofar as the amendment is reasonable for the Customer and does not significantly disturb the contractual balance, in particular in the case of legal adjustments, technical developments or for clarification.

(2) Amendments are communicated to the Customer in text form (e.g. email) at least 30 days before they take effect. The Customer may object to the amended terms within this period. Silence is deemed consent only if the Customer was separately and unambiguously informed of this consequence in the amendment notice.

(3) If the Customer objects, the Provider is entitled to terminate the contractual relationship as of the effective date of the amendment.

Applicable law: The law of England and Wales applies, to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG) and to the exclusion of conflict-of-laws referral rules. Towards consumers who have their habitual residence in an EU member state or in Germany, the mandatory consumer protection provisions of their home state (in particular Art. 6(2) Rome I Regulation) remain unaffected.

Place of jurisdiction: If the Customer is an entrepreneur, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from or in connection with this contract is the Provider's registered office in London, United Kingdom. The Provider is additionally entitled to sue the Customer at the Customer's general place of jurisdiction. Towards consumers, the statutory place of jurisdiction applies in each case; consumers domiciled in the EU may also sue the Provider before the court of their domicile (Art. 18 Brussels Ia Regulation accordingly).

Written form: Amendments and supplements to this contract require text form (§ 126b BGB). This also applies to the amendment of this clause.

Severability clause: Should any provision of these Terms be or become invalid or unenforceable, the validity of the remaining provisions remains unaffected. The invalid provision shall be replaced by the valid one that most closely approximates the economic purpose of the invalid provision.

Dispute resolution: Notice pursuant to Art. 14(1) ODR Regulation and § 36 VSBG: The European Commission provides a platform for online dispute resolution: https://ec.europa.eu/consumers/odr. We are neither willing nor obliged to participate in dispute resolution proceedings before a consumer arbitration board.