Terms of Service

1. Provider Information (Anbieterinformation)

The Service is operated by Codelloy. Full provider details including legal entity name, registered address, managing director, commercial register entry, and VAT identification number will be published here in accordance with §5 of the German Digital Services Act (Digitale-Dienste-Gesetz, DDG) before these Terms go into effect.

For all enquiries in the meantime, please contact us at legal@codelloy.com.

2. Acceptance of Terms

By accessing or using the Codelloy platform, website, or any associated application (collectively, the “Service”), you agree to be legally bound by these Terms. These Terms constitute a binding agreement between you (“User,” “you,” or “your”) and the provider identified in Section 1 above.

If you use the Service on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to these Terms. In that case, “you” or “your” also refers to that entity.

If you do not agree to these Terms, you must not access or use the Service.

These Terms are concluded in English. The German text of applicable statutory provisions (BGB, VSBG, DDG) governs in the event of any conflict with their English summaries in these Terms.

For the purposes of the mandatory statutory information required by German law:

• The contract language is English.
• The text of these Terms is stored by the provider and made available to you at https://codelloy.com/terms at any time.
• The provider does not submit to any code of conduct within the meaning of §36 UWG (German Unfair Competition Act).

3. Service Description

Codelloy is a software-as-a-service (SaaS) platform that provides:

• Deep link generation and management
• QR code generation
• Analytics and click tracking
• Custom domain routing and ingress
• Tiered subscription billing
• Multi-team and organisation account management
• External API access via API keys

We reserve the right to modify, suspend, or discontinue any aspect of the Service at any time with reasonable notice where practicable. In the event of material changes that adversely affect ongoing paid subscriptions, we will provide at least 30 days' advance notice in accordance with Section 19 of these Terms.

4. User Accounts and Eligibility

To use certain features of the Service, you must register for an account. By registering, you represent and warrant that:

• You are at least 18 years of age or the age of legal majority in your jurisdiction, whichever is higher;
• You possess the legal capacity to enter into a binding agreement;
• All registration information you submit is truthful, accurate, and up-to-date; and
• You will maintain the security of your account credentials and are solely responsible for all activity that occurs under your account.

Business users (Unternehmer within the meaning of §14 BGB) must ensure that the individual creating the account is authorised to act on behalf of the legal entity.

You must notify us immediately at support@codelloy.com of any unauthorised use of your account or any other security breach. We are not liable for losses caused by unauthorised use of your account where you have failed to safeguard your credentials or to notify us promptly.

5. Acceptable Use

You agree to use the Service only for lawful purposes and in accordance with these Terms. In particular, you agree not to:

• Violate any applicable law, regulation, or third-party rights, including EU law and German law;
• Distribute spam, malware, phishing links, fraudulent content, or other harmful material;
• Engage in deceptive practices, impersonation, or misrepresentation of the source or destination of links;
• Use the Service to disseminate or link to illegal content, including content that constitutes child sexual abuse material, incitement to violence, hate speech prohibited under §130 StGB (German Criminal Code), or content that violates the NetzDG (Network Enforcement Act);
• Circumvent, disable, or otherwise interfere with security features of the Service;
• Scrape, crawl, or systematically extract data from the Service without our express prior written consent;
• Reverse engineer, decompile, or disassemble any part of the Service, except to the extent permitted by applicable law (including §69e of the German Copyright Act, UrhG);
• Use automated tools or bots to interact with the Service in a manner that imposes an unreasonable burden on our infrastructure;
• Exceed usage quotas or rate limits applicable to your subscription tier; or
• Use the Service in a manner that violates competition law, including §§3–7 UWG.

We reserve the right to investigate suspected violations and, where confirmed, to suspend or terminate accounts without prior notice. We may additionally report illegal content or conduct to competent authorities as required by law (including the DDG and NetzDG).

6. Intellectual Property

The Service, and all content, features, and functionality (including but not limited to all information, software, text, interfaces, images, video, and audio) are owned by or licensed to us and are protected by applicable intellectual property laws, including German copyright law (UrhG) and EU intellectual property law.

You retain all rights in any content, data, or material that you create, upload, or submit through the Service (“User Content”). By submitting User Content, you grant us a worldwide, non-exclusive, royalty-free, sublicensable licence to host, store, reproduce, and display your User Content solely to the extent necessary to operate and provide the Service to you. This licence terminates upon deletion of your User Content or account, subject to our data retention obligations under applicable law.

You may not reproduce, distribute, modify, create derivative works of, publicly display, or otherwise exploit any part of the Service for commercial purposes without our prior written consent. This does not restrict your right to make temporary copies incidental to normal browsing or private copies for personal use where permitted by §44a and §53 UrhG.

7. Payment and Subscription Terms

Codelloy offers tiered subscription plans. By subscribing to a paid plan, you agree to the following:

Pricing and VAT. All prices displayed on codelloy.com are exclusive of value-added tax (VAT / Mehrwertsteuer). Applicable VAT will be added during checkout based on your billing country. EU business customers with a valid VAT ID who provide that ID at checkout may qualify for the reverse-charge mechanism under Art. 196 of the EU VAT Directive (2006/112/EC). The total amount including applicable VAT will be shown before you confirm your purchase.

Payment processing. Billing is processed through Stripe. By providing payment information, you authorise us to charge your selected payment method for the applicable fees at the start of each billing period.

Automatic renewal. Subscriptions renew automatically at the end of each billing period (monthly or annual) unless cancelled before the renewal date. You will receive a reminder before the renewal of an annual subscription in accordance with §309 No. 9 BGB.

Cancellation by the user. You may cancel your subscription at any time through your account settings or by contacting support@codelloy.com. Cancellation takes effect at the end of the current paid billing period. In accordance with §624 BGB, business-to-consumer subscriptions of indefinite duration may be cancelled by consumers with ordinary notice not exceeding one month to the end of a billing period.

Price changes. We reserve the right to adjust subscription fees. For ongoing subscriptions, we will provide at least 30 days' written notice of any price increase before the new price takes effect. If you do not accept the new price, you may cancel before the new price applies. Continued use of the Service after the effective date constitutes acceptance of the adjusted pricing.

Refunds. Subscription fees paid in advance are generally non-refundable, except: (a) as required by applicable law; (b) if we have materially breached our contractual obligations; or (c) as expressly provided in these Terms (including the Right of Withdrawal in Section 8 below). This does not affect your statutory rights.

Downgrade. Downgrading your plan may result in loss of access to features or data associated with your current tier. We will notify you of specific consequences before a downgrade takes effect.

Non-payment. Accounts with overdue balances may be suspended after reasonable written notice. We reserve the right to charge statutory default interest pursuant to §288 BGB.

8. Right of Withdrawal (Widerrufsrecht)

Applicability. This section applies to natural persons acting as consumers (Verbraucher) within the meaning of §13 BGB, i.e., individuals who enter into a contract for purposes that are predominantly outside their trade, business, craft, or profession.

Right of withdrawal. If you are a consumer, you have the right to withdraw from this contract within 14 days without giving any reason. The withdrawal period expires 14 days from the date of conclusion of the contract (i.e., the date you complete registration and confirm your subscription).

How to exercise the right of withdrawal. To exercise the right of withdrawal, you must inform us by means of a clear, unambiguous statement (e.g., a letter sent by post to our registered address, or an email to legal@codelloy.com) of your decision to withdraw from this contract. To meet the withdrawal deadline, it is sufficient for you to send your communication before the withdrawal period has expired.

Effects of withdrawal. If you withdraw from this contract, we shall reimburse to you all payments received from you, without undue delay and in any event not later than 14 days from the day on which we are informed about your decision to withdraw. We will use the same means of payment as you used for the initial transaction, unless you have expressly agreed otherwise. You will not incur any fees as a result of such reimbursement.

Waiver of the right of withdrawal for digital services. Pursuant to §356 Abs. 5 BGB, the right of withdrawal expires early if we have begun performance of the contract with your express consent and you have acknowledged that you will lose your right of withdrawal once the contract has been fully performed by us. By checking the relevant box and confirming your subscription, you expressly request that we commence provision of the Service immediately upon conclusion of the contract and acknowledge that your right of withdrawal will be extinguished once the Service has been fully performed.

9. Data and Privacy

Your privacy is important to us. Our Privacy Policy describes how we collect, use, disclose, and retain personal data when you use the Service, in accordance with the EU General Data Protection Regulation (GDPR / DSGVO) and applicable German data protection law (BDSG — Bundesdatenschutzgesetz).

By using the Service, you agree to our data practices as described in the Privacy Policy.

If you use the Service to process personal data of your own end users (e.g., analytics data collected via smart links), you act as a data controller for that processing. We act as a data processor on your behalf. We will enter into a Data Processing Agreement (Auftragsverarbeitungsvertrag, AVV) with you to the extent required by Art. 28 GDPR. Contact legal@codelloy.com to request the AVV.

You are solely responsible for ensuring that your use of the Service complies with applicable data protection law, including the GDPR, BDSG, and TTDSG (Telekommunikation-Telemedien-Datenschutz-Gesetz), and for obtaining any necessary consents from your own end users.

10. Analytics and Tracking Disclosure

The Service collects analytics data when end users interact with your smart links or QR codes. This data may include click counts, device types, referrer information, geographic location (country/region level), browser information, and session identifiers.

To enable analytics, the Service may store cookies or similar technologies (including _sl_vid and _sl_sid) on the terminal equipment of devices that visit your links. Pursuant to §25 TTDSG, such storage requires the informed consent of the end user where the storage is not strictly necessary for the transmission of the communication or for a service explicitly requested by the subscriber or user.

As a user of the Service, you are responsible for disclosing the use of these tracking technologies to your own end users as required by applicable law (including GDPR Art. 7, ePrivacy Directive, and §25 TTDSG) and for maintaining appropriate records of consent.

11. API Usage

Codelloy provides API access for programmatic management of smart links, QR codes, and analytics data. API usage is subject to the following conditions:

• API keys are personal to your account. You must not share API keys with unauthorised third parties.
• Rate limits apply per subscription tier. Exceeding rate limits may result in temporary suspension of API access. Rate limits are documented in our API documentation.
• You are solely responsible for securing your API keys. If an API key is compromised, you must rotate it immediately via your account dashboard.
• You must not use the API in a manner that contravenes these Terms or applicable law, including by automating the creation of links to illegal or harmful content.
• We reserve the right to deprecate API versions or endpoints with reasonable notice and migration guidance, typically no less than 90 days for significant breaking changes.
• We may monitor API usage for security, abuse prevention, and capacity planning purposes.

12. Service Availability

We strive to provide a reliable Service but do not guarantee uninterrupted or error-free operation. The Service is provided on an “as available” basis. We do not issue uptime guarantees in these Terms; specific SLA commitments, if any, are set out in a separate written agreement.

Planned maintenance windows will be communicated in advance via our status page or by email where reasonably practicable.

Nothing in this section limits your statutory rights as a consumer under German law with respect to defects in the service (Mängelhaftung) where applicable.

13. Limitation of Liability

Mandatory statutory liability. Nothing in these Terms limits or excludes our liability for:

1. Death or personal injury caused by our negligence (§823 BGB);
2. Damage caused by fraudulent misrepresentation (§§123, 826 BGB);
3. Wilful misconduct (Vorsatz) or gross negligence (grobe Fahrlässigkeit) on the part of us, our legal representatives, or our vicarious agents (Erfüllungsgehilfen);
4. Liability under the German Product Liability Act (Produkthaftungsgesetz, ProdHaftG); or
5. Any other liability that cannot be excluded or limited under applicable mandatory law.

Ordinary negligence. For damage caused by ordinary negligence (einfache Fahrlässigkeit), our liability is limited to damage of a type that is typical and foreseeable for a contract of this kind (Verletzung wesentlicher Vertragspflichten — cardinal obligations). In such cases, our total aggregate liability per claim event is limited to the greater of: (a) the total subscription fees paid by you to us in the 12-month period immediately preceding the event giving rise to the claim; or (b) EUR 500.

Exclusion of certain losses. To the extent permitted by mandatory law, we exclude liability for indirect or consequential losses (mittelbare Schäden), loss of profits (entgangener Gewinn), or loss of data where such loss does not result from wilful misconduct or gross negligence on our part.

Business users. The limitations in the preceding paragraphs apply in full to business users (Unternehmer, §14 BGB). If you are a business, you acknowledge that the above liability allocation reflects a commercial bargain reflected in the pricing of the Service.

Consumers. If you are a consumer, the liability limitations above apply only to the extent permitted by mandatory consumer protection law, and your statutory rights are not affected.

14. Termination

Termination by you. You may terminate your account at any time by using the account deletion function in your account settings or by sending a written request to support@codelloy.com. Termination of a paid subscription does not entitle you to a refund of pre-paid fees for the current billing period, except as required by law or as set out in Section 7.

Ordinary termination by us. We may terminate your account or suspend your access to the Service by giving at least 30 days' written notice where we cease to offer the Service, or by giving at least 14 days' written notice where we materially change the scope of the Service in a manner adverse to you.

Extraordinary termination for cause. We may suspend or terminate your account without prior notice for good cause (wichtiger Grund), including but not limited to: material breach of these Terms, use of the Service for illegal purposes, non-payment following reminder, or conduct that poses a security risk to the Service or to third parties.

Consumer protection. For consumers, termination provisions that are more favourable under mandatory German law (including §§314, 626 BGB) shall take precedence over the above.

Effects of termination. Upon termination: your right to access the Service ceases; we may delete your account data in accordance with our data retention schedule described in the Privacy Policy; and you remain responsible for any obligations that arose prior to termination. Provisions of these Terms that by their nature should survive termination shall continue to apply, including Sections 5 (Acceptable Use), 6 (Intellectual Property), 9 (Data and Privacy), 13 (Limitation of Liability), 15 (Dispute Resolution), and 16 (Governing Law).

15. Dispute Resolution

EU Online Dispute Resolution (ODR). Pursuant to Art. 14 of EU Regulation No. 524/2013 on online dispute resolution for consumer disputes, we are required to provide a link to the EU ODR platform. The EU ODR platform can be accessed at: https://ec.europa.eu/consumers/odr

Our contact point for ODR is: legal@codelloy.com

Consumer arbitration (VSBG). Pursuant to §36 of the German Consumer Dispute Resolution Act (Verbraucherstreitbeilegungsgesetz, VSBG), we inform you that we are neither obliged nor willing to participate in dispute resolution proceedings before a consumer arbitration body (Verbraucherschlichtungsstelle). Notwithstanding this, we will always endeavour to resolve disputes directly with you amicably.

Amicable resolution. Before initiating formal legal proceedings, we encourage you to contact us at legal@codelloy.com. We will make genuine efforts to resolve any dispute informally within a reasonable time.

16. Governing Law and Jurisdiction

Governing law. These Terms and any non-contractual obligations arising out of or in connection with them are governed by German law, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG) and German private international law rules that would result in the application of another system of law.

Jurisdiction — business users. If you are a business user, the courts of Berlin, Germany shall have exclusive jurisdiction over any dispute arising out of or in connection with these Terms.

Jurisdiction — consumers. If you are a consumer habitually resident in the European Union, you may bring legal proceedings either in the courts of Berlin, Germany (the place of our establishment) or in the courts of your country of domicile. Nothing in these Terms deprives you of any protection afforded by mandatory provisions of the law of your country of habitual residence pursuant to Art. 6 of the Rome I Regulation (EC) No. 593/2008.

17. Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under these Terms to the extent that such delay or failure is caused by circumstances beyond its reasonable control, including but not limited to: acts of God, natural disasters, pandemic, war, civil unrest, governmental action, Internet or telecommunications infrastructure failure, or denial-of-service attacks on our infrastructure.

The party affected by a force majeure event must: (a) notify the other party as soon as reasonably practicable; (b) use commercially reasonable efforts to mitigate the effects of the event; and (c) resume performance as soon as reasonably possible. If a force majeure event affecting us continues for more than 60 consecutive days, you may terminate your subscription with immediate effect and receive a pro-rata refund for any unused prepaid subscription fees.

18. Severability (Salvatorische Klausel)

Should any provision of these Terms be or become invalid, void, or unenforceable in whole or in part, the validity of the remaining provisions shall not be affected. The invalid or unenforceable provision shall be interpreted or replaced by a valid and enforceable provision that most closely reflects the commercial intent of the original provision. The foregoing applies mutatis mutandis to any gaps in these Terms.

19. Changes to Terms

We reserve the right to modify these Terms at any time. When we make material changes, we will notify you by email to the address registered to your account and/or by posting a prominent notice in the Service dashboard at least 30 days before the changes take effect for existing subscribers.

If you are a consumer, the amended Terms will become binding only if you expressly accept them or continue to use the Service after the effective date. If you do not accept the amended Terms, you may terminate your account without penalty in accordance with Section 14.

For business users, continued use of the Service after the effective date of any revised Terms constitutes acceptance of those Terms.

20. Contact Information

For questions about these Terms, data protection matters, or to exercise your statutory rights, please contact us:

For data protection enquiries and to contact our Data Protection Officer (if appointed), please refer to our Privacy Policy.