Fulfilment & Shipping Terms

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

These Fulfilment & Shipping Terms ("Fulfilment Terms") describe how orders placed through a project built on the Coded platform are fulfilled, shipped, and delivered when a merchant uses Coded's built-in fulfilment. They form part of, and must be read together with, the Coded Terms of Service, the Merchant Agreement, and the Privacy Policy. Capitalised terms not defined here have the meaning given in those documents.

Coded B.V. ("Coded", "we", "us", "our") is a private limited company (besloten vennootschap) registered in the Netherlands and a wholly owned subsidiary of Coded Holding B.V. Coded operates internationally and serves merchants and their customers worldwide; the Netherlands is our place of registration and initial launch market, not a limit on where the platform operates.

1. Scope and Definitions

1.1 What these terms cover

These Fulfilment Terms apply where a merchant has enabled Coded's built-in fulfilment for one or more of its projects and an end customer places an order for a physical product through that project. They govern the path of an order from placement to delivery, including handling, packaging, carrier hand-off, shipping cost, transfer of risk and title, international shipping, customs and duties, and the treatment of lost or damaged shipments.

These terms do not apply where a merchant fulfils orders itself or through a third-party arrangement outside the Coded platform. In that case the merchant's own fulfilment and shipping terms govern, and Coded's role is limited to providing the platform.

1.2 Key terms

• Organization — the tenant account on the Coded platform under which one or more projects are operated.
• Merchant — the seller operating a project and offering products for sale to its customers.
• Project — a branded online presence created by a merchant on the Coded platform through which products are sold.
• End customer — the person who places an order through a merchant's project.
• Fulfilment Partner — a third-party logistics, warehousing, or shipping provider engaged by Coded to perform some or all built-in fulfilment functions.
• Carrier — the postal operator, courier, or freight company that physically transports a shipment.
• Order — a confirmed purchase of one or more products placed through a project.

1.3 The parties to a sale

The contract of sale for any product is between the merchant and the end customer. Coded is not the seller of merchant products and does not take title to merchant inventory except where expressly stated for the limited purpose of handling and transport. Coded provides the platform and, where enabled, fulfilment services that allow the merchant to ship products to its end customers.

2. How Built-in Fulfilment Works

2.1 The fulfilment flow

When built-in fulfilment is enabled, a confirmed and paid order is routed automatically to Coded's fulfilment systems and, where applicable, to a Fulfilment Partner. The order is then picked, packed, and handed to a Carrier for delivery to the address supplied by the end customer at checkout. Order status updates and, where available, tracking information are surfaced to the merchant and may be passed through to the end customer.

2.2 Use of Fulfilment Partners

Coded may perform fulfilment directly and may engage one or more Fulfilment Partners to perform warehousing, pick-and-pack, carrier hand-off, or last-mile delivery. Coded remains the merchant's point of contact for the built-in fulfilment service and is responsible for the performance of its Fulfilment Partners to the extent set out in these terms and in the Merchant Agreement. We may add, change, or remove Fulfilment Partners and Carriers without notice where this does not materially reduce the service.

2.3 Accurate order and address information

Fulfilment depends on accurate information. The merchant is responsible for accurate product data, dimensions, weight, and restrictions, and the end customer is responsible for a complete and correct delivery address. We are not liable for failed, delayed, or misdirected delivery caused by inaccurate, incomplete, or undeliverable address details, or by an end customer's failure to collect a shipment or respond to a Carrier's delivery attempts.

2.4 Product eligibility and restricted goods

Not all products are eligible for built-in fulfilment. Restricted, hazardous, regulated, perishable, oversized, or prohibited goods may be refused, and certain products may be undeliverable to certain destinations under applicable law or Carrier policy. The merchant is responsible for ensuring its products are lawful to sell and ship to each destination it offers. We may decline to fulfil an order that would breach applicable law, a Carrier's terms, or our acceptable use rules.

3. Delivery Estimates Are Estimates, Not Guarantees

3.1 Estimates only

Any delivery date, transit time, dispatch window, or handling time shown at checkout, in an account, in a notification, or in our documentation is an estimate provided in good faith. It is not a guaranteed delivery date and does not form a binding term of the sale unless a guaranteed date is separately and expressly agreed in writing.

3.2 Factors outside our control

Delivery timing depends on factors that are partly or wholly outside our control, including Carrier performance, customs and border processing, weather, peak-season volumes, strikes, and other events described in the Force Majeure section. We are not liable for delay caused by such factors, and a delay does not by itself entitle anyone to cancellation, refund, or compensation beyond what mandatory consumer law requires.

3.3 Mandatory consumer rights preserved

Nothing in this section limits any non-waivable right an end customer has under the mandatory consumer-protection law of their jurisdiction, including any right to delivery within a reasonable or statutory period and any associated remedy. Where such law applies, it prevails over this section to the extent of any conflict. The merchant remains the seller and is the primary party responsible for honouring statutory consumer delivery rights, with Coded supporting fulfilment as described here.

4. Shipping Costs

4.1 Who sets and who pays shipping

Shipping cost is the cost of transporting an order to the end customer. The merchant decides how shipping is presented and charged to its end customers — for example as a flat rate, calculated rate, free shipping, or threshold-based shipping — using the tools available on the platform. The price an end customer pays for shipping is part of the merchant–customer sale.

4.2 Fulfilment and shipping charges to the merchant

The merchant is responsible to Coded for the fulfilment and shipping charges incurred to ship its orders, including handling, packaging, Carrier charges, surcharges, and any applicable taxes on those services. These charges are billed to the merchant as part of its use of the built-in fulfilment service and are described in the merchant's commercial terms or fee schedule. They are separate from any subscription fee payable to publish or operate a project.

4.3 Zero platform fee on payments

Coded charges a 0% platform fee on a merchant's payment transactions. Payments are processed through Stripe and Mollie, and the merchant pays only the pass-through processing cost charged by those providers. Coded does not add a transaction or platform fee on top of payment processing. Fulfilment and shipping charges under Section 4.2, and any subscription fee to operate a project, are distinct from payment processing and are not a fee on the payment itself.

4.4 Changes to charges

Carrier rates, surcharges, and fulfilment charges may change. We will make reasonable efforts to reflect current charges accurately and to give notice of material changes to fulfilment charges as required by the Merchant Agreement.

5. Transfer of Risk and Title

5.1 Title to merchant inventory

Where the merchant supplies inventory into Coded's fulfilment chain, title to that inventory remains with the merchant at all times. Coded and its Fulfilment Partners hold such inventory as a custodian for the limited purpose of storage, handling, and transport, and acquire no ownership interest in it.

5.2 Title between merchant and end customer

Title in a product passes from the merchant to the end customer in accordance with the merchant–customer contract of sale and the mandatory law applicable to that sale. These Fulfilment Terms do not change when title passes between the merchant and its end customer.

5.3 Risk during transit

As between Coded (including its Fulfilment Partners and Carriers) and the merchant, risk of loss of or damage to a shipment lies with Coded's fulfilment chain from the point the shipment is accepted into our custody until it is delivered to the end customer or to the address or collection point specified, subject to the limits and exclusions in Section 7 and in the Merchant Agreement.

5.4 Risk in consumer sales

Where the end customer is a consumer, mandatory consumer law commonly places the risk of loss or damage in transit on the seller until the consumer (or a person they nominate) takes physical possession of the goods. Where such law applies, it prevails, and the allocation in Section 5.3 operates as the internal allocation between Coded and the merchant and does not reduce the consumer's statutory protection.

6. International Shipping, Customs, and Duties

6.1 International shipping

Coded's built-in fulfilment may support shipping across borders. The destinations available, the Carriers used, and the transit estimates vary by route and may change. Some products cannot be shipped to some destinations because of legal restrictions, Carrier policy, or our own rules.

6.2 Import duties, taxes, and customs charges

Cross-border shipments may attract import duties, taxes, customs clearance fees, and similar charges in the destination country. Unless a shipment is expressly offered and sold on a duties-paid (DDP) basis, such charges are the responsibility of the importer of record — typically the end customer — and are payable in addition to the product price and shipping cost. Failure to pay such charges may result in delay, return, or destruction of the shipment by customs or the Carrier.

6.3 Customs information and compliance

The merchant is responsible for providing, and for the accuracy of, the product information needed for customs, including descriptions, values, country of origin, and applicable tariff classifications, and for ensuring its products may lawfully be exported and imported on each route it offers. Coded and its Fulfilment Partners may prepare and submit customs documentation using the information provided but do not provide tax, tariff, or trade-compliance advice and are not the importer or exporter of record unless expressly agreed.

6.4 Returns and refused international shipments

Shipments refused at the border, abandoned, or returned because duties or taxes were not paid may incur return, storage, or disposal costs. Responsibility for those costs follows the duties-allocation in Section 6.2 and the merchant's commercial terms. Mandatory consumer cancellation and return rights are addressed in Section 8.

7. Lost, Damaged, or Undelivered Shipments

7.1 Reporting a problem

A merchant (or, where the merchant directs, the end customer) should report a shipment that is lost, damaged, materially delayed, or delivered incorrectly through the support channels we make available, within any reasonable time window we publish for claims. Prompt reporting helps us investigate with the Carrier and Fulfilment Partner.

7.2 Investigation and resolution

On a valid report we will investigate, which may include opening a Carrier claim and reviewing tracking, hand-off, and delivery records. Where a shipment is confirmed lost in our custody or damaged in transit due to handling or carriage within our fulfilment chain, we will work with the merchant on a reasonable resolution — typically re-shipment, replacement, or credit — consistent with the Merchant Agreement and any applicable Carrier liability limits.

7.3 Exclusions

We are not responsible for loss, damage, or non-delivery to the extent it results from: inaccurate or incomplete address or order information; the end customer's failure to collect or to respond to delivery attempts; refusal or abandonment at customs; the merchant's inadequate product packaging where the merchant packs its own goods; the inherent nature of the product; or a Force Majeure event.

7.4 Limitation of liability

Our liability for lost or damaged shipments is subject to the limitation-of-liability and indemnity provisions of the Coded Terms of Service and the Merchant Agreement, and to the liability limits of the relevant Carrier. Nothing in these Fulfilment Terms excludes or limits liability that cannot lawfully be excluded or limited, including liability under mandatory consumer law and liability for death or personal injury caused by negligence or for fraud.

8. Consumer Cancellation, Returns, and Refunds

8.1 Statutory rights

End customers may have non-waivable rights to cancel an order, return goods, and obtain a refund under the mandatory consumer law of their jurisdiction — for example a statutory withdrawal or "cooling-off" period for distance sales, and a right to a remedy for goods that are faulty or not as described. These rights sit with the merchant–customer sale and are preserved in full.

8.2 Role of the platform

Coded's built-in fulfilment may support return logistics and refund processing tools to help the merchant honour these rights, but the merchant remains the seller and the party legally responsible to its end customers for cancellations, returns, and refunds. The merchant must operate a returns and refund policy that meets the law applicable to each market it sells into.

8.3 Cost of returns

Allocation of return shipping cost between the merchant and the end customer is determined by the merchant's published returns policy and by mandatory law, which may require the merchant to bear return costs in defined situations. International return duties and charges follow the principles in Section 6.

9. Privacy and Fulfilment Data

To fulfil and ship an order we process delivery and contact details and order contents. This processing is governed by the Coded Privacy Policy. Consistent with our privacy-by-design posture, we process fulfilment data only to provide the service and meet legal obligations, we use cookieless analytics, and we do not sell personal data or share it for cross-context behavioural advertising. Platform data is hosted in the European Union (Frankfurt). Where we share data with a Fulfilment Partner or Carrier, we do so only as needed to deliver the order and under appropriate contractual safeguards. Privacy rights described in the Privacy Policy are provided universally across jurisdictions, including under the EU/UK GDPR and US state privacy laws such as the CCPA/CPRA.

10. Force Majeure

Neither Coded nor its Fulfilment Partners is liable for failure or delay in fulfilment or delivery caused by events beyond reasonable control, including natural disasters, severe weather, fire, flood, epidemic or pandemic, war, terrorism, civil unrest, government action, customs or border action, embargoes, labour disputes or strikes, Carrier failure, utility or network outages, and other comparable events. Affected obligations are suspended for the duration of the event, and delivery estimates are extended accordingly.

11. Changes to These Terms

We may update these Fulfilment Terms to reflect changes in our service, our Fulfilment Partners or Carriers, or applicable law. Where a change is material we will give reasonable notice as required by the Merchant Agreement. The version in effect at the time an order is placed governs that order.

12. Governing Law and Disputes

These Fulfilment Terms are governed by the laws of the Netherlands, and the courts of Amsterdam, the Netherlands, have jurisdiction over disputes arising out of or relating to them. This choice of law and forum does not deprive an end customer who is a consumer of the protection of the mandatory consumer-protection law of their country of residence, and it does not override the mandatory data-protection or other local law that applies to a user's jurisdiction. Where such mandatory local law applies, it prevails to the extent of any conflict, and a consumer may also be able to bring proceedings in the courts of their place of residence where the law so permits.

Contact

Questions about fulfilment and shipping can be sent to:

• Fulfilment and shipping: legal@coded.eu
• Privacy matters: privacy@coded.eu

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