Terms of Service – Codeego Website and Services

These Terms of Service (the “Terms”) govern your access to and use of the website available at www.codeego.com (the “Website”) and any products or services made available by CODEEGO LTD via the Website or otherwise in connection with the Website (the “Services”).

The Website and the Services are operated by CODEEGO LTD, a company incorporated in England and Wales under company number 17056638, whose registered office is at Building 3 Chiswick Park, 566 Chiswick High Road, London, W4 5YA, United Kingdom (“Codeego”, “we” or “us”).

By accessing or using the Website or the Services, you agree that you have read, understood and agree to be bound by these Terms. If you do not agree to these Terms, you must not access or use the Website or the Services.

These Terms should be read together with our Privacy Policy and Cookies Policy, which form part of these Terms and explain how we process personal data and use cookies in connection with the Website and the Services.

Where you enter into a separate written agreement with Codeego in relation to specific products or services (such as a master services agreement, sales order or similar contractual documentation), that agreement shall take precedence in respect of those products or services to the extent of any inconsistency.

The Website and the Services are intended primarily for use by businesses, professionals and other users acting in the course of trade, business or profession.

You may access and use the Website and the Services only if you are at least 18 years old and have the legal capacity to enter into a legally binding agreement under applicable law.

If you access or use the Services on behalf of a business or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms. In such cases, references to “you” in these Terms shall be deemed to include that entity.

Individuals acting in a personal capacity may also access and use the Website or the Services. Where you do so as a consumer, you will benefit from certain statutory rights under applicable consumer protection laws which cannot be excluded or limited by these Terms. Nothing in these Terms is intended to exclude or restrict any rights that may apply to you as a consumer under applicable law.

To access certain features of the Services, you may be required to create a user account.

You agree to provide accurate, complete and up-to-date information when registering an account and to keep such information updated at all times.

You are responsible for maintaining the confidentiality of your account credentials, including any usernames, passwords or authentication details associated with your account, and for all activities that occur under your account except where such activities result from our failure to implement appropriate security measures.

You must notify us without undue delay if you become aware of or suspect any unauthorised access to or use of your account or any breach of security relating to your account.

We are not responsible for any loss or damage arising from your failure to safeguard your account credentials to the extent permitted by applicable law or to comply with this section.

We reserve the right to temporarily suspend or disable any account where we reasonably believe that the account has been compromised, is being used in breach of these Terms, or where such action is necessary to protect the security or integrity of the Website or the Services.

Codeego is a software-based service made available via the Website that produces independent, evidence-based technical and economic valuations of software codebases, together with related reports and certificates concerning the integrity of the analysed code and the resources required to reproduce and maintain it. The Services analyse source code submitted by the user and generate one or more outputs, which may include technical analysis reports, economic valuations, code-integrity or custody certificates, and other related documentation, in accordance with the plan selected and the configuration applied. The Services are intended to support business decision-making, including due diligence, mergers and acquisitions, fundraising, audit, regulatory and compliance processes, and do not guarantee any specific outcomes or results.

The Services may include access to online tools, dashboards, analytics, reports or other features, as made available from time to time via the Website or otherwise made available in connection with the Website.

The specific features, functionality and scope of the Services may vary depending on the plan selected, the configuration applied, or the manner in which the Services are accessed or used.

We may update, modify, enhance or discontinue any part of the Services from time to time where reasonably necessary in accordance with these Terms.

The Services produce one or more of the following deliverables, depending on the plan selected and the configuration applied: a Technical Valuation; an Economic Valuation; an IP Custody Certificate; an Evidence Certificate; and, where applicable, a Compliance Report.

Certain deliverables produced by the Services may be countersigned or otherwise certified by an independent Trusted Third Party engaged by Codeego for that purpose. The role of any such Trusted Third Party is to attest to the integrity, authenticity or chain of custody of the analysed code and related outputs, as further described in the relevant deliverable documentation.

Codeego will use reasonable endeavours to maintain the availability of the Website and the Services, subject to scheduled maintenance and to circumstances beyond its reasonable control.

Access to certain features of the Services may require payment of fees. Details of applicable fees, subscription plans, billing cycles and payment terms will be made available via the Website or at the point of purchase.

Unless otherwise stated, all fees are quoted exclusive of value added tax (VAT) or other applicable taxes, which shall be charged in addition where required by law, except where consumer pricing is required to be displayed on a VAT-inclusive basis.

Fees are payable in advance and in accordance with the billing method and payment terms specified at the time of purchase. You authorise us, or our third-party payment service providers, to charge the applicable fees to your chosen payment method.

Where the Services are provided on a subscription basis, subscriptions will renew automatically for successive billing periods unless cancelled before the end of the then-current billing period in accordance with the cancellation terms made available via the Website or your account settings.

Except where required by applicable law, fees are non-refundable and payments are non-cancellable once made. This does not affect any statutory rights you may have as a consumer.

We may suspend or restrict access to the Services if payment of any applicable fees is overdue and remains unpaid after reasonable notice.

We reserve the right to change our fees, pricing models or subscription plans from time to time. Any such changes will not affect fees already paid for a current billing period but may apply to future billing periods or renewal periods. We will provide reasonable notice of any material changes where required by law.

You agree to use the Website and the Services only for lawful purposes and in accordance with these Terms.

You must not use the Website or the Services in any manner that:

• is unlawful, fraudulent or misleading, or violates any applicable law or regulation;
• infringes or misappropriates the intellectual property rights or other rights of any person;
• interferes with, damages, disables or impairs the operation, security or integrity of the Website, the Services or any related systems or networks;
• attempts to gain unauthorised access to the Website, the Services, user accounts, or related systems or data;
• introduces viruses, malware or other harmful code;
• involves unauthorised scraping, automated data extraction, reverse engineering, decompiling or attempting to derive the source code of the Website or the Services, except to the extent permitted by applicable law; or
• uses the Website or the Services for any purpose other than their intended purpose as described in these Terms.

You must not provide access to the Services to any third party except as expressly permitted by these Terms or through functionality made available by us.

We reserve the right to investigate any suspected breach of this section and to take reasonable action, including suspending or terminating access to the Website or the Services in accordance with these Terms.

All intellectual property rights in and to the Website, the Services, and any content, software, materials, features or functionality made available through them (including text, graphics, interfaces, logos, designs and underlying code) are owned by or licensed to Codeego.

Except as expressly permitted by these Terms, nothing in these Terms grants you any right, title or interest in or to the Website or the Services or any intellectual property rights therein.

Subject to your compliance with these Terms and payment of any applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable licence to access and use the Website and the Services for your internal business purposes (or, where applicable, personal use) during the term of these Terms.

You must not copy, modify, distribute, sell, lease, sublicense, reverse engineer, decompile or create derivative works from the Website or the Services, except to the extent permitted by applicable law.

All rights not expressly granted to you under these Terms are reserved by Codeego. No implied licences are granted under these Terms.

You may submit information, data, feedback, suggestions or other content through the Website or the Services (“User Content”).

You retain ownership of any intellectual property rights in your User Content. By submitting User Content, you grant Codeego a non-exclusive, royalty-free, worldwide licence to use, host, store, reproduce and process such User Content solely for the purposes of operating, providing, supporting and improving the Website and the Services, and for related internal business purposes directly connected to those purposes.

You represent and warrant that you have all necessary rights and permissions to submit any User Content and that the submission and use of such User Content in accordance with these Terms does not infringe the rights of any third party or violate applicable law.

Any feedback, suggestions or ideas you provide regarding the Website or the Services may be used by Codeego freely and without obligation to you, including for the purpose of improving or developing products or services.

Source code, technical documentation, configuration files, and any related materials submitted by you to the Services (together, the “Submitted Code”) are treated as your confidential information. Codeego will: (i) use Submitted Code only for the purpose of providing the Services and producing the contracted deliverables; (ii) not disclose Submitted Code to any third party other than its sub-processors engaged under written confidentiality obligations no less protective than those in these Terms; and (iii) apply the technical and organisational measures described in the Privacy Policy and on the Codeego website to protect Submitted Code against unauthorised access or disclosure. This obligation survives termination of these Terms for a period of five (5) years.

You represent and warrant that: (i) you have all rights and authorisations necessary to submit the Submitted Code to the Services; (ii) the Submitted Code does not knowingly contain third-party credentials, access tokens, secrets, or other materials that you are not authorised to disclose; and (iii) submission and processing of the Submitted Code in accordance with these Terms will not infringe the rights of any third party. You are responsible for redacting or excluding any personal data embedded in the Submitted Code prior to submission, unless the parties have agreed in writing on their respective data-protection roles in respect of such personal data.

We may suspend or restrict your access to the Website or the Services, in whole or in part, with immediate effect where we reasonably believe that:

• you are in breach of these Terms;
• your use of the Website or the Services poses a risk to their security, integrity or availability;
• continued access may expose us or other users to legal, regulatory or operational risk; or
• payment of any applicable fees is overdue and remains unpaid after reasonable notice.

We may terminate your access to the Website or the Services at any time by giving you reasonable notice, or immediately where termination is required by law or is justified by a material breach of these Terms.

You may stop using the Website or the Services at any time. Where the Services are provided on a subscription basis, termination or cancellation will take effect at the end of the then-current billing cycle, in accordance with the applicable subscription terms.

Upon termination or expiry of your access to the Services for any reason:

• your right to access and use the Website and the Services will cease; and
• any outstanding fees or payment obligations will remain due and payable.

Termination of these Terms shall not affect any rights or obligations which by their nature are intended to survive termination, including provisions relating to intellectual property, disclaimers, limitation of liability and governing law.

The Website and the Services are provided on an “as is” and “as available” basis, subject to applicable law.

To the fullest extent permitted by applicable law, we make no representations, warranties or guarantees that the Website or the Services will be uninterrupted, error-free, secure, or available at all times, or that any outputs, insights or results generated through use of the Services will be accurate, complete or suitable for your particular purposes.

The Website and the Services are provided for general informational and analytical purposes only and do not constitute professional, legal, regulatory or financial advice. You are responsible for how you interpret and use any information or outputs made available through the Services.

We do not warrant that the Website or the Services will meet your specific requirements or expectations beyond those expressly set out in these Terms, or that any defects or errors will be corrected.

Nothing in these Terms is intended to exclude or limit any warranties, representations or rights that cannot be excluded or limited under applicable law.

Nothing in these Terms shall exclude or limit our liability for:

• death or personal injury caused by our negligence;
• fraud or fraudulent misrepresentation; or
• any other liability which cannot be excluded or limited under applicable law.

Subject to the above, and to the fullest extent permitted by law:

• we shall not be liable for any indirect, incidental, special or consequential loss or damage, including loss of profits, loss of revenue, loss of business, loss of data, loss of goodwill or business interruption, arising out of or in connection with your use of, or inability to use, the Website or the Services; and
• we shall not be liable for any loss or damage arising from reliance on any information, outputs or results generated through the Services to the extent permitted by applicable law.

Our total aggregate liability to you arising out of or in connection with these Terms, the Website or the Services, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed the total fees paid by you to us for the Services in the twelve (12) months immediately preceding the event giving rise to the claim.

Nothing in this section affects any statutory rights you may have as a consumer which cannot be excluded or limited by law.

You agree to indemnify and hold harmless Codeego from and against any losses, damages, liabilities, costs and expenses (including reasonable legal fees) arising out of or in connection with any third-party claim that results from:

• your breach of these Terms;
• your misuse of the Website or the Services;
• your violation of any applicable law or regulation; or
• any User Content submitted by you that infringes the rights of a third party.

This indemnity obligation shall not apply to the extent that the claim arises directly from our breach of these Terms or our negligence.

Nothing in this section is intended to exclude or limit any rights you may have under applicable consumer protection law.

Where you are acting as a consumer, this indemnity applies only in respect of third-party claims arising from User Content you submit.

We process personal data in connection with your use of the Website and the Services in accordance with our Privacy Policy and Cookies Policy.

Our Privacy Policy explains how and why we collect, use, store and share personal data, and sets out your rights in relation to such processing. Our Cookies Policy explains how we use cookies and similar technologies.

Where you use the Services on behalf of a business or other legal entity, you are responsible, to the extent you act as a data controller, for ensuring that any personal data you provide or make available to us is processed in compliance with applicable data protection laws, including that you have obtained all necessary notices, consents or lawful bases for such processing.

Where required by applicable data protection law, the parties will enter into a separate data processing agreement governing such processing.

Nothing in these Terms limits or overrides our obligations under applicable data protection laws.

We may update, modify or change the Website, the Services or these Terms from time to time to reflect changes in functionality, business practices, legal or regulatory requirements, or for other operational reasons consistent with the nature of the Website and the Services.

Where changes to these Terms are material, we will take reasonable steps to notify you, for example by posting an updated version on the Website or by notifying you through your account or by email where appropriate.

The updated Terms will apply from the date they are published or otherwise notified, unless stated otherwise. Your continued access to or use of the Website or the Services after the effective date of any changes constitutes your acceptance of the updated Terms, subject to your right to stop using the Website and the Services in accordance with these Terms.

If you do not agree to the updated Terms, you must stop using the Website and the Services and may cancel any applicable subscription in accordance with these Terms.

Force majeure. Neither party will be liable for any failure or delay in performing its obligations under these Terms (other than payment obligations) to the extent that such failure or delay is caused by an event beyond its reasonable control, including natural disasters, acts of government, war, terrorism, civil unrest, labour disputes, internet or telecommunications failures, or pandemic.

Notices. Formal notices under these Terms must be in writing. Notices to Codeego must be sent to the registered office and email address set out in Section 17. Notices to you will be sent to the email address associated with your account or, where applicable, the address provided at the point of purchase.

Assignment. You may not assign or transfer these Terms or any rights or obligations under them without Codeego’s prior written consent. Codeego may assign these Terms to a successor in connection with a merger, acquisition, corporate restructuring or sale of all or substantially all of its assets.

Severability. If any provision of these Terms is held by a court of competent jurisdiction to be invalid, illegal or unenforceable, the remaining provisions will continue in full force and effect, and the parties will negotiate in good faith to replace the affected provision with a valid provision that achieves, to the greatest extent possible, the original commercial intent.

Entire agreement. These Terms (together with the Privacy Policy, Cookies Policy, and any separate written agreement entered into pursuant to Section 1) constitute the entire agreement between the parties in relation to their subject matter and supersede all prior agreements, representations and understandings, whether oral or written, relating to that subject matter.

Waiver. No failure or delay by either party to exercise any right or remedy under these Terms will operate as a waiver of that right or remedy, and no single or partial exercise will preclude any further exercise.

Third-party rights. A person who is not a party to these Terms has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of their provisions.

These Terms and any dispute or claim arising out of or in connection with them, the Website or the Services (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.

The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms, the Website or the Services, except that, where you are acting as a consumer, you may bring proceedings in the courts of your country of residence where permitted by applicable law.

If you have any questions about these Terms, the Website or the Services, or if you wish to contact us for any legal or contractual matter, you may do so using the details below: