Who you are contracting with
When you use the codus desktop application, the codus website at trycodus.com, or any associated cloud services (together, the “codus Service”), two distinct UK private limited companies are involved:
AI Search Labs Ltd — owner of the codus software and brand
Search Intelligence Ltd — operator, merchant of record and your service provider
Both companies are under common ownership but are separate legal entities. Neither is a parent or subsidiary of the other. The relationship between them is governed by an arm’s-length licence agreement.
Why two companies?
The structure is deliberate and is intended to keep the codus product durable across years of growth and across any future change of operator:
- Search Intelligence Ltd has run UK SaaS and marketing-technology services since 2014 and already operates the payment, billing, support and compliance infrastructure that codus users rely on day to day. Using SI as the operator means we can launch and serve customers immediately on a stack that has handled significant transaction volume for years.
- AI Search Labs Ltd exists to hold and protect the codus intellectual property — the source code, brand, customer relationships and product roadmap — independently from the operator that happens to be running it. ASL is the entity that investors fund and that any future operator would license from.
- The licence between ASL and SI is terminable on short notice. If we ever change operator — whether to bring everything in-house at ASL, to license to a different entity, or for any other reason — the codus Service itself is unaffected. Your subscription, your data, your downloads and your customer history all carry across to whoever holds the licence at that time.
- We disclose this structure publicly because honest disclosure is better than legal-page surprises. By accepting our Terms of Service you give your prior consent to the transfer of your contract from SI to ASL or to ASL’s nominee in the circumstances described in our Terms.
What this means for you in practice
- Your invoice will say Search Intelligence Ltd. SI is the merchant of record for all codus payments and is the entity named on Stripe receipts, VAT invoices and statements.
- Your Terms of Service are with Search Intelligence Ltd, but they grant ASL direct rights as a third-party beneficiary (under the Contracts (Rights of Third Parties) Act 1999) over the codus software, your licensed access to it and your customer data, so that those rights survive any change of operator.
- The codus app is licensed by ASL. The end-user licence to install and run codus on your machines flows from ASL via SI. SI grants you the licence as ASL’s authorised sublicensor.
- Your data is owned by ASL. Subject to your statutory rights under UK GDPR and the Data Protection Act 2018, the customer database — including your account, project history, settings and subscriber status — is an asset of AI Search Labs Ltd. SI processes and uses that data only as authorised by ASL and only to operate the Service. Full details are in our Privacy Policy.
- Trademarks, copyrights and the trycodus.com domain are owned by ASL.
Service continuity
The legal structure is engineered so that any future change of operator — for example a routine restructuring, a sale, or moving the Service in-house at ASL — would not interrupt the codus Service for paying users. In particular:
- The licence from ASL to SI is structured to terminate automatically and immediately on any of the trigger events defined in the licence, including a material breach. On termination, all rights to the codus software, brand, domains and customer relationships revert to ASL with immediate effect.
- You have given prior consent in our Terms to the novation of your subscription contract to ASL (or to a successor sublicensee appointed by ASL) on the same terms. No further signature is required from you.
- Customer data is owned by ASL and is replicated outside SI’s operational control. It always sits with the entity that owns the codus brand, regardless of which entity happens to be operating the Service on a given day.
- Stripe payouts and account balances held by SI are swept to ASL on a regular (no less than weekly) cadence under the licence, so the balance held by the operator at any one time is limited to a short trailing window.
Documents that govern your use of codus
- Terms of Service — the contract between you and Search Intelligence Ltd, including the End-User Licence Agreement, Acceptable Use Policy, billing terms, refund and cancellation policy, liability disclaimers and dispute resolution.
- Privacy Policy — how we collect, use, share and protect your personal data, the joint-controllership arrangement between ASL and SI, your rights under UK GDPR, and our cookie practices.
VAT and tax
Search Intelligence Ltd (UK VAT registration number GB 357 3329 84) is the supplier for VAT purposes for all codus subscriptions and one-off charges sold through trycodus.com. SI accounts for UK VAT at the prevailing rate where applicable, and applies reverse-charge or zero-rate treatment to non-UK B2B customers in accordance with HMRC rules. VAT-registered customers can request a properly itemised VAT invoice from [email protected]; we also accept a customer’s own VAT number at checkout for cross-border treatment. AI Search Labs Ltd is not currently VAT-registered; ASL’s royalty receipts from SI are an internal matter between the two companies and do not affect your invoice.
Regulatory & dispute information
- Governing law: the laws of England and Wales, regardless of where in the world you use codus.
- Jurisdiction: the courts of England and Wales, with a limited exception for consumers in any country whose mandatory local law gives them a non-waivable right to bring proceedings in the courts of their country of residence (which, for example, includes consumers in the UK and the EEA under UK and EU consumer law respectively).
- Online dispute resolution: consumers in the EU may access the European Commission’s Online Dispute Resolution platform at ec.europa.eu/consumers/odr. We are not, however, obliged to participate in alternative dispute resolution other than as required by law.
- Information Commissioner’s Office (ICO): if you have a concern about how we handle your personal data, you have the right to complain to the ICO at ico.org.uk — although we’d appreciate the chance to address it first via [email protected].