Terms of Service

1. Who these Terms are with

These Terms of Service (the “Terms”) form a binding contract between you (“you” or the “Customer”) and Search Intelligence Ltd, a company incorporated in England and Wales with company number 09361526 and registered office at Witney Business and Innovation Centre, Windrush Park Road, Brighthampton, Witney, OX29 7DX, United Kingdom (“SI”, “we”, “us” or the “Operator”).

SI operates the codus Service under a written software licence from AI Search Labs Ltd, a company incorporated in England and Wales with company number 16719803 and registered office at Windrush House, Windrush Park Road, Witney, OX29 7DX, United Kingdom (“ASL” or the “Licensor”). ASL owns the codus software, brand and customer data and is granted express rights under these Terms as a third-party beneficiary in accordance with the Contracts (Rights of Third Parties) Act 1999. Where these Terms speak of “our affiliates”, ASL is treated as our affiliate for those purposes notwithstanding the absence of a parent-subsidiary relationship.

For an overview of the corporate structure, please see our Legal & corporate information page.

1.1 Global use

codus is offered worldwide. These Terms apply to you regardless of the country, state, province or territory from which you access, download or use the codus Service. They are written from the perspective of two UK companies governed by English law (see section 20), and references to specific UK statutes — such as the Consumer Rights Act 2015, the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, the Insolvency Act 1986, the UK GDPR and the Data Protection Act 2018 — are made for transparency about how those regimes treat the contract.

Where the mandatory law of your country of residence (or, where applicable, your country of habitual residence or your place of business) gives you rights or remedies that cannot lawfully be excluded or limited by contract — for example consumer-protection, data-protection, distance-selling, withdrawal, refund, statutory warranty or local-jurisdiction rights — those rights apply to you in addition to anything in these Terms, and nothing in these Terms is intended to limit them. Where these Terms cite a UK regime that does not apply to you, please read the equivalent regime in your own jurisdiction in its place.

2. Acceptance, eligibility and changes

You accept these Terms by clicking “I agree”, by creating a codus account, by downloading or installing the codus desktop application, or by using any part of the codus Service. If you do not accept these Terms, do not use codus.

You confirm that you are at least 18 years old (or the age of legal capacity in your country of residence, whichever is higher) and that you have full legal authority to enter into these Terms. If you are accepting these Terms on behalf of a company or other organisation (the “Customer Entity”), you confirm that you are authorised to bind that Customer Entity, in which case “you” means that Customer Entity.

We may update these Terms from time to time. The current version is always published at trycodus.com/terms with a “Last updated” date. Where a change materially reduces your rights or expands your obligations we will notify you by email and/or in-product at least 30 days before the change takes effect; minor clarifications and changes required by law take effect on publication. If you continue to use codus after a change takes effect, you accept the change. If you do not accept it, you may cancel as described in section 8.

3. Definitions

• “codus” or the “Software” means the codus desktop application (in any format including binaries, installers, packages and any auto-updates), all source code, libraries, models, prompts, configuration files, documentation and related materials made available by us, and any successor application that replaces or substantially derives from any of the foregoing.
• “Service” means codus together with the website at trycodus.com, the codus account system, any cloud sync, telemetry, billing, support and subscription functionality, and any other service offered by us under the codus brand.
• “Customer Content” means any code, files, repositories, prompts, instructions, configuration or other content that you input into, store on, or process through codus from your own systems.
• “Output” means any code, text, suggestion, summary, plan, command or other artefact generated by codus or by any third-party AI model accessed via codus.
• “Customer Data” means your account information (email, name, payment status, subscription history), your interactions with the Service (telemetry, usage logs, error reports), and any personal data we hold about you. Customer Data is described in detail in our Privacy Policy.
• “Subscription” means a paid plan you have selected (Free, Pro, Team or any other plan we offer from time to time).
• “Insolvency Event” means, in respect of any person, that person (a) becoming unable to pay its debts as they fall due (within the meaning of section 123 of the Insolvency Act 1986); (b) suspending or threatening to suspend payment of its debts; (c) entering into any voluntary arrangement, scheme of arrangement or restructuring with creditors; (d) having a receiver, administrator, liquidator, provisional liquidator, supervisor, administrative receiver, sequestrator or similar officer appointed over any of its assets; (e) having any resolution passed or petition presented for its winding-up, administration or dissolution (other than for the purposes of a solvent reconstruction or amalgamation); or (f) ceasing or threatening to cease to carry on business.

4. End-User Licence Agreement (EULA)

Subject to your continued compliance with these Terms (including timely payment of any fees due) and to the licence from ASL to SI remaining in force, ASL grants to you, and SI as ASL’s authorised sublicensor confirms, a limited, non-exclusive, non-transferable, non-sublicensable, revocable, worldwide licence to install and run codus on devices you own or control, and to use the Service, solely for your internal business or personal development purposes (the “Licence”).

The Licence does not grant you any right to:

• copy, modify, adapt, translate or create derivative works of the Software, except to the extent permitted by sections 50A–50C of the Copyright, Designs and Patents Act 1988 (back-up copies, error correction, decompilation for interoperability) and only in strict accordance with those sections;
• reverse-engineer, disassemble or decompile the Software, except as expressly permitted by mandatory law;
• rent, lease, lend, sell, sublicense, distribute, host as a service, or otherwise commercially exploit the Software or any part of it to or for the benefit of any third party;
• remove, alter or obscure any proprietary notices, copyright marks, trademarks or licence keys embedded in the Software;
• use the Software to develop or improve any product or service that competes with codus, or to train any machine-learning model on the Software, the Service, or our Output;
• use the Software in connection with any unlawful purpose, in any sanctioned jurisdiction (including those subject to comprehensive UK, US, EU or UN sanctions), or in any way that would cause us to breach applicable export controls; or
• circumvent any technical protection measure, rate limit, plan restriction or feature gate.

If your Licence is revoked or terminated, you must stop using the Software, uninstall it from any devices you control, and (where applicable) certify in writing that you have done so. The licence survives only as expressly stated in section 22.

5. Accounts and security

Some features of the Service require you to create an account. You must provide accurate information, keep your credentials secret, and notify us immediately at [email protected] if you believe your account has been compromised. You are responsible for all activity that takes place under your account, including activity carried out by codus on your machine while authenticated as you, whether or not you authorised that specific activity. We may suspend or terminate accounts that we reasonably believe are compromised, shared in breach of these Terms, or used in breach of section 7.

6. Subscriptions, fees, taxes and renewal

codus offers Free and paid Subscription tiers. Current pricing, features and limits are published at trycodus.com/#pricing. By starting a paid Subscription you authorise SI (or our payment processor acting on SI’s behalf) to charge your selected payment method on the recurring billing cycle of the plan you have chosen until you cancel.

6.1 Payment processor

Payments are processed by Stripe Payments Europe, Limited on behalf of SI. SI is the merchant of record. Card data is handled by Stripe in accordance with the PCI-DSS standard; SI does not receive or store your full card number.

6.2 Taxes

All listed prices are exclusive of UK VAT, sales tax, GST or any other applicable tax unless explicitly stated. Where required by law, SI will add VAT at the prevailing rate (currently 20% for UK customers) and will issue a VAT invoice on request. For B2B customers in the EU, the reverse charge mechanism may apply where you provide a valid VAT number.

6.3 Auto-renewal — and no refunds

Subscriptions automatically renew at the end of each billing period at the then-current price for that plan, unless you cancel before the renewal date. We will notify you in advance of any price change. You can cancel at any time from your account settings or by emailing [email protected]. Cancellation takes effect at the end of the current billing period; you continue to enjoy paid features until then. All Subscription fees are non-refundable to the maximum extent permitted by law, including for unused time within a billing cycle and for any unused months remaining on an annual Subscription. See section 8 for the full no-refund policy.

6.4 Failed payments and overdue accounts

If a payment fails we may retry it, downgrade your account to the Free plan after reasonable notice, restrict access to paid features, and recover the unpaid amount together with any reasonable costs of recovery.

7. Acceptable Use Policy

Your use of codus is subject to the following Acceptable Use Policy (“AUP”). The AUP applies to your direct use of the Service, to anything codus does at your instruction, and to any Output you obtain. You must not, and must not attempt to, use codus to:

• do anything illegal under the laws of England and Wales, your country of residence, or any country in which the affected systems are located;
• generate, distribute or operate malware, ransomware, spyware, worms, trojans, rootkits, key-loggers or any other malicious code;
• conduct unauthorised security testing, network intrusion, vulnerability scanning, credential stuffing, brute-forcing or denial-of-service activity against any system you do not own or have explicit, demonstrable written permission to test;
• generate Child Sexual Abuse Material (CSAM), terrorist content, content inciting violence against any person or group, or content prohibited under the Online Safety Act 2023, the Terrorism Acts or the Protection of Children Act 1978;
• commit fraud, including phishing, business email compromise, payment-card fraud, identity theft, fake-review generation or impersonation of another person, organisation or public official;
• infringe the intellectual property, privacy, publicity or moral rights of any third party (including by reproducing copyrighted code or text without licence);
• process special category personal data (UK GDPR Article 9) or criminal offence data (Article 10) without an appropriate lawful basis and condition;
• build a competing product, train a foundation model on our Software, our Service, our Output, or our user interface, or extract our prompts, weights, telemetry pipelines or evaluation data;
• submit prompts or instructions designed to elicit Output that violates this AUP, or to circumvent the safety controls of underlying AI providers;
• interfere with the Service’s integrity, including by introducing high-volume automated traffic, exploiting rate-limit weaknesses, or evading account quotas; or
• use codus in any safety-critical context where its failure could foreseeably cause death, personal injury, environmental damage, or material loss — including aviation, navigation, life-support, nuclear-facility control, weapons systems, autonomous-vehicle control, medical decision-making or financial trading at scale.

We may, at our discretion, refuse, suspend, throttle or terminate access where we have a reasonable belief that the AUP has been breached. We may also report serious breaches to law enforcement.

8. Cancellation, billing cycles and refunds

8.1 Cancellation prevents the next renewal — it is not a refund

You can cancel your Subscription at any time from Settings → Billing in codus, or by emailing [email protected]. Cancellation prevents the next automatic renewal. Your Subscription remains active for the rest of the period you have already paid for, after which it ends and your account drops to the Free tier. No portion of the fee you have already paid is refunded, regardless of how much of the period you actually used or intended to use.

8.2 Monthly and annual Subscriptions — no pro-rata, no partial refunds

All Subscription plans, monthly and annual, are billed in advance on a rolling basis at the start of each cycle. By subscribing you authorise SI to take payment in full at the start of each cycle and you acknowledge that no portion of any fee is refunded for any reason (subject only to section 8.3 where it applies to you and section 8.4 where it applies to you), including in any of the following situations:

• You cancel a monthly Subscription partway through the month: you keep access until the end of the paid period; no portion of the monthly fee is refunded.
• You cancel an annual Subscription partway through the year — whether in week 1, month 1, month 2, month 6, or any later month: you keep access until the end of the twelve-month paid period; no portion of the annual fee is refunded, including for any unused months remaining. The full annual fee is treated as earned at the start of the annual period.
• You downgrade from a paid plan to a lower-priced plan or to Free: you retain the higher-tier features until the end of the period you have already paid for; the difference is not refunded, credited, or carried over.
• You switch plans mid-period (for example from monthly to annual, or between paid tiers): any unused time on the previous plan is forfeited; the new plan is billed at its standard rate from the switchover.
• You stop using the Service for any reason — illness, change of role, business closure, dissatisfaction, lack of time, change of mind, replacement by another tool, loss of internet access, change of device, or any other reason — fees already paid are not refunded.
• You delete your codus account, lose access to the sign-in email, lose access to your billing method, or otherwise stop being able to use the Service: fees already paid are not refunded.
• We suspend or terminate your account because you have breached these Terms (including the Acceptable Use Policy), breached applicable law, defaulted on payment to us, or for any other reason permitted under section 17: fees already paid are not refunded and any remaining unbilled fees for the current cycle remain due in full.
• You initiate a chargeback or payment dispute against a fee that is validly due to us: see section 8.5.
• You purchased through an app store, reseller or third-party: any refund must be sought from that third-party in accordance with its own policy; SI does not refund fees that were not paid directly to it.

For the avoidance of doubt, codus is offered as a Free tier or as a paid Subscription only. There is no trial period of any kind, no “try-before-you-buy”, no “first month free”, no money-back guarantee and no introductory discount unless we expressly offer one in writing as a clearly identified, time-limited promotion. The price you see at checkout is the price you agree to pay for the entire billing cycle; the full amount is charged at the start of that cycle, and the no-refund rules in this section apply from the moment of that first paid charge.

8.3 Statutory cooling-off / right of withdrawal

Under the UK Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, if you are a consumer resident in the United Kingdom you have the right to cancel a paid Subscription within 14 days of starting it (the “Cooling-Off Period”) without giving any reason. If you are a consumer resident in the European Economic Area, you have an equivalent right of withdrawal under EU Directive 2011/83/EU on consumer rights as transposed into the law of your country of residence, on broadly the same 14-day basis. Consumers resident elsewhere may have analogous distance-selling, withdrawal or chargeback rights under their local law; where they apply, they apply on the terms set by that local law.

Important — digital content exception. If during the Cooling-Off Period you start downloading codus, expressly request the Service to begin, log into a paid feature, or otherwise consume any paid feature, you expressly consent to the supply of the digital content / digital service before the end of the Cooling-Off Period and you acknowledge that you lose your right to cancel and any associated refund right once the supply has begun, in accordance with Regulation 37 of the UK Regulations referred to above and the corresponding provision of Article 16(m) of EU Directive 2011/83/EU (and equivalent provisions, where applicable, in the consumer-protection law of other countries). This consent and acknowledgement is given by your act of installing codus, signing in to a paid feature, or otherwise starting to use a paid feature, and is the express choice we ask you to make in exchange for immediate access to the Service.

8.4 Statutory quality remedies — extremely limited

Outside section 8.3, the only situations in which a refund may be issued are where a non-waivable mandatory provision of the consumer-protection law of your country of residence requires it — for example, sections 34–36 of the UK Consumer Rights Act 2015 (digital content of satisfactory quality, fit for purpose and as described) for UK consumers, or equivalent provisions of EU, EEA or other local consumer-protection law for consumers resident elsewhere. Even in those cases, the statutory remedy may be repair, replacement, price reduction or partial refund rather than a full refund, and is determined by the applicable statute, not by these Terms.

We do not offer goodwill refunds. We do not issue refunds as a matter of customer-service discretion, as a gesture, as a one-time exception, or for any reason other than those in sections 8.3 and 8.4. Outside those situations, no refund will be issued under any circumstances, and any informal indication to the contrary by any person (whether by email, chat, social media or otherwise) does not bind SI or ASL unless it is given in writing and signed by an authorised officer of SI.

8.5 Chargebacks and payment disputes

If you initiate a chargeback, payment dispute, reversal, claim under a payment-card scheme rule, or similar process against a fee that is validly due to us under these Terms, we may, in addition to any other rights or remedies we have:

• immediately suspend or terminate your account and your Licence;
• set off the disputed amount against any other amounts owed to you under any unused Subscription period;
• recover from you any chargeback, dispute, scheme or representment fee charged to us by our payment processor or card network;
• recover the original disputed amount if the chargeback is reversed in our favour or if the underlying fee remains validly due;
• refer the unpaid amount and recovery costs for collection; and
• refuse to provide further Services to you and to any related account.

Please contact us at [email protected] before initiating a chargeback so that we can attempt to resolve the matter directly. A chargeback initiated without first contacting us will be presumed to be in bad faith and may be defended on that basis.

8.6 To exercise a statutory right of cancellation or refund

If you have a statutory right of cancellation, withdrawal or refund under section 8.3 or 8.4 above and wish to exercise it, email [email protected] with the subject line “Cancellation — codus”, the email address on your account, and a clear statement of which right you are exercising and why. Where a refund is owed under statute, we will process it to your original payment method within the period required by the applicable statute (in the UK, within 14 days of receipt of your valid cancellation notice).

9. Risk and your responsibilities — please read carefully

You acknowledge and agree that:

• You accept all risk arising from every operation of the Software, regardless of source. This includes, without limitation: (a) prompts, instructions, plans, scripts, configuration files, agent rules, profiles, settings and approvals that you give to codus; (b) prompts, system prompts, agent definitions, default behaviours, default tool and integration configurations, retry and recovery routines, scheduling logic, telemetry pipelines and any other instructions, prompts, processes or operations that are pre-built into the Software, supplied by us, supplied by a third-party AI provider, or generated by the Software itself; (c) plans, diffs, commands, edits, deletions, network requests, API calls, file operations, git operations, package installations and any other action that codus proposes, executes, or causes to be executed — whether or not it sought your express approval, whether or not you reviewed it, whether or not you would have approved it had you reviewed it, and whether the trigger was an explicit user instruction, an implicit approval, a default, a pre-built rule, an AI-generated decision, an autonomous routine, a schedule, a webhook, a plug-in/MCP server, or any other source; (d) AI-generated outputs whose content you did not author or anticipate; and (e) the cumulative effect of all of the above on your systems, your data, your codebase, your dependencies, your environments, your deployments and your downstream business operations. You are solely responsible for choosing whether to install codus, on which machines, in which environments, with which credentials, and for which tasks; for reviewing any plan, diff, command or change that codus surfaces before approving its execution; and for the consequences of every operation that occurs in consequence of that choice;
• you are responsible for maintaining current, tested backups of any code, data, repository, container, virtual machine or other digital asset you expose to codus, and for using version control, branch protection, code review, staging environments, immutable infrastructure and any other industry-standard safeguards appropriate to your risk profile;
• you are responsible for the security and scope of any credentials, tokens, API keys, SSH keys, deploy keys, cloud-provider profiles, environment variables and secrets that you make available to codus, including for revoking them when no longer required;
• you are responsible for ensuring that the use of codus on a given codebase, dataset or environment is authorised — in particular, that you have the right to read, modify, share, run, deploy and publish that material, and that doing so does not breach any confidentiality obligation, employment contract, regulatory requirement or third-party licence;
• you are responsible for verifying any Output before relying on, shipping, deploying, executing, citing or publishing it. AI- generated Output frequently contains plausible-sounding errors, insecure code patterns, fabricated identifiers, hallucinated APIs and out-of-date references; treat every Output as a draft to be critically reviewed by a competent human; and
• where codus runs “autonomously”, “unattended”, in a CI environment, on a server, on a schedule, or with broadly scoped credentials — whether you specifically configured that mode, accepted a default that enabled it, installed a plug-in or MCP server that triggered it, or it was otherwise enabled in the Software — you accept that the consequences of any mistake or unintended action (by you, by the Software, by a default configuration, by a pre-built prompt or rule, or by an underlying AI model) are amplified accordingly, and you assume that risk in full to the maximum extent permitted by law.

We strongly recommend that you (a) commit your work before each codus run; (b) operate codus from within a feature branch with branch protection on your default branch; (c) scope credentials to the smallest set of permissions and lifetime your task requires; (d) use a separate operating-system user or container for any unattended runs; and (e) review the diff, command list and plan output of every action before approving it.

10. AI Output is not professional advice

codus uses third-party large language models (currently including, but not limited to, models supplied by Anthropic, OpenAI and others we may add or remove from time to time). Output is generated probabilistically and may be incorrect, incomplete, biased, out-of-date, or fabricated.

Output does not constitute legal, medical, financial, tax, accounting, regulatory, investment, security, engineering, professional or any other form of advice, even where it appears confident, cites authorities or uses domain-specific terminology. You must not rely on Output as a substitute for professional advice from a qualified person. We make no warranty as to the accuracy, completeness, originality, fitness for any particular purpose, non-infringement or any other property of any Output.

Where the underlying AI provider imposes its own terms (including usage policies, content policies and acceptable-use restrictions), those terms apply to your use of that provider through codus. We publish a current list of AI providers and links to their terms in our Privacy Policy. We may change AI providers without notice where doing so does not materially reduce the Service.

11. Disclaimer of warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND SUBJECT TO SECTION 12.1 (CONSUMER STATUTORY RIGHTS), THE SERVICE, THE SOFTWARE AND ALL OUTPUT ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, AVAILABILITY OR THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE OR ERROR-FREE.

For the avoidance of doubt, the “as is” and “as available” disclaimer in the preceding paragraph applies to every component of the Software and the Service — including without limitation the source code, binaries, application logic, default and pre-built agent definitions, system prompts, user-facing prompts, retry and recovery routines, plug-in and MCP integrations, default tool configurations, telemetry pipelines, AI-provider integrations, AI-generated outputs and any autonomous, scheduled or default behaviour — regardless of whether you specifically configured, reviewed, anticipated or even were aware of the relevant component or behaviour.

Without limiting the foregoing, neither SI nor ASL warrants that:

• codus will be free from defects, vulnerabilities or malicious code introduced by underlying open-source dependencies, AI providers or third-party APIs;
• any Output will be accurate, complete, original, novel, non-infringing, secure or fit for any particular purpose;
• codus will not delete, overwrite, corrupt, exfiltrate or otherwise affect your files, repositories, data, environments, dependencies, deployments or systems;
• codus is suitable for use in any specific environment, including any production, regulated, safety-critical or high-availability environment;
• any data transmitted over the public internet via codus will not be intercepted, lost or altered in transit; or
• any third-party AI provider used by codus will continue to be available, will respect your privacy, or will produce particular Output for given inputs.

12. Limitation of liability

12.1 Things we do not exclude or limit

Nothing in these Terms excludes or limits any liability that cannot lawfully be excluded or limited, including (a) liability for death or personal injury caused by negligence; (b) liability for fraud or fraudulent misrepresentation; (c) liability under section 2(3) of the Consumer Protection Act 1987; (d) any other liability that, by applicable law, cannot be limited or excluded; and (e) where you are a consumer, your mandatory statutory rights under the consumer-protection law of your country of residence — including, for UK consumers, your rights under the Consumer Rights Act 2015 and any other applicable UK consumer-protection legislation; for EEA consumers, equivalent rights under EU consumer-protection law as transposed into the law of your country of residence; and for consumers resident elsewhere, equivalent rights under your local law — all of which sit alongside these Terms and are not affected by them.

12.2 Excluded losses

Subject to section 12.1, neither SI nor ASL shall be liable to you, whether in contract, tort (including negligence), breach of statutory duty or otherwise, arising under or in connection with the Service, the Software, the Licence or these Terms, for any:

• loss of profits, revenue, business, business opportunity, anticipated savings or goodwill;
• loss, corruption, destruction or unauthorised disclosure of code, data, repositories or other digital content (without prejudice to your statutory rights);
• cost of substitute services or the cost of restoring or recovering systems, data or environments;
• loss arising from any action codus took, attempted, proposed, executed or caused to be executed on your systems, regardless of source — including (without limitation) actions taken at your express instruction, with your express or implied approval, autonomously, on a schedule, in unattended or CI mode, under default or pre-built agent rules, system prompts, AI-provider behaviour or integration configurations, or as a result of any AI-generated suggestion (whether or not you specifically accepted, reviewed or were aware of it);
• loss arising from your failure to maintain backups, version control, least-privilege credentials, branch protection, staging environments or other reasonable safeguards;
• loss arising from any third-party service we depend on (including AI providers, hosting providers, payment processors and connectivity providers); or
• indirect, special, consequential, punitive or exemplary loss of any kind.

12.3 Cap on liability

Subject to sections 12.1 and 12.2, the total aggregate liability of SI and ASL together to you, whether in contract, tort (including negligence), breach of statutory duty or otherwise, arising under or in connection with the Service, the Software, the Licence or these Terms, in any rolling 12-month period shall not exceed the greater of (a) £100 (one hundred pounds sterling); or (b) the total fees actually paid by you to SI for the Service in the twelve (12) months immediately preceding the event giving rise to the claim. The existence of more than one claim does not increase the cap.

12.4 Time bar

You must bring any claim arising out of or in connection with these Terms, the Service or the Software within twelve (12) months of the date on which you first became aware (or ought reasonably to have become aware) of the facts giving rise to the claim, failing which the claim is barred. This does not affect any longer minimum limitation period that applies as a matter of mandatory law.

13. Indemnity

You will indemnify, defend and hold harmless SI, ASL and their respective directors, officers, employees, agents, affiliates and professional advisers from and against any and all losses, damages, liabilities, claims, demands, fines, penalties, settlements and reasonable costs (including legal fees) arising out of or in connection with: (a) your breach of these Terms (including the AUP); (b) your Customer Content or your prompts, instructions or configuration; (c) any action taken, attempted, proposed or caused by codus on your systems, regardless of source — including (without limitation) actions at your express instruction, with your express or implied approval, autonomously, on a schedule, in unattended or CI mode, or under default or pre-built agent rules, system prompts, AI-provider behaviour or integration configurations; (d) your use of any Output; (e) any infringement by you of a third party’s rights; (f) any third-party claim arising out of or in connection with your installation or use of codus on a system, codebase, dataset or environment, or against a third party, that you were not authorised to use codus on or against; or (g) any unauthorised use of codus made possible by your failure to safeguard your account, devices or credentials. We may, at our option, assume the exclusive defence and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defence at our request and at your cost.

14. Intellectual property

As between you, SI and ASL, all right, title and interest in and to the Service and the Software (including all source and object code, binaries, designs, models, prompts, telemetry pipelines, evaluation data, documentation, look-and-feel, trademarks, logos and customer databases) is and shall remain the exclusive property of ASL and its licensors. Except for the Licence expressly granted in section 4, nothing in these Terms transfers any intellectual-property right to you.

You retain ownership of your Customer Content. By submitting Customer Content to the Service, you grant SI and ASL a non-exclusive, royalty-free, worldwide licence to host, copy, transmit, display and process the Customer Content solely as necessary to provide the Service to you, to investigate and prevent breaches of the AUP and to comply with law. We do not use Customer Content to train any machine-learning model.

Subject to applicable third-party AI-provider terms, you own any Output to the extent you can validly own it under applicable intellectual-property law. You acknowledge that identical or similar Output may be generated for other users from similar prompts and that we do not warrant the originality, novelty or non-infringement of any Output.

If you choose to submit feedback, ideas, suggestions or feature requests (“Feedback”), you grant us a perpetual, irrevocable, worldwide, royalty-free licence to use, copy, modify, and incorporate Feedback into the Service without restriction or obligation.

15. Confidentiality

Each party agrees to keep confidential any non-public information provided by the other in connection with the Service, to use it only for the purposes of these Terms, and to protect it with at least the same degree of care it uses for its own confidential information of like importance (and in any event no less than reasonable care). Confidentiality does not apply to information that is or becomes publicly known other than through breach of these Terms, was known before disclosure, is independently developed without reference to the disclosing party’s confidential information, or is required to be disclosed by law or regulator (with notice to the other party where lawful and practicable).

16. Customer Data, privacy and security

Our collection and use of personal data is described in our Privacy Policy, which forms part of these Terms. ASL and SI act as joint controllers in respect of Customer Data as set out in that policy. As between ASL and SI, ownership of and rights to the customer database (including derivative analytics and aggregated logs) sit with ASL, on the basis described in section 18.

We implement reasonable technical and organisational measures designed to protect Customer Data against unauthorised access, loss or alteration. No security measure, however, is perfect; we do not warrant that your Customer Data will never be lost, accessed or compromised.

17. Suspension and termination

We may suspend or terminate your access to the Service, all or in part, with or without notice, if (a) you breach these Terms (and, in the case of a remediable breach not connected to the AUP, fail to remedy that breach within 14 days of notice); (b) you breach the AUP; (c) your account is delinquent on payment; (d) your continued use poses a security or legal risk to us, our other customers, or the Service; (e) we are required to do so by law or regulator; or (f) the Service is permanently discontinued.

You may terminate by cancelling your Subscription and uninstalling the Software. On termination by either party, the Licence ends and sections 9, 10, 11, 12, 13, 14, 15, 18, 19, 20, 21, 22 and 23 survive.

18. Continuity, novation and assignment

codus is engineered as a long-lived product across two related companies. To make that durable for you, the following arrangements apply.

18.1 Pre-authorised novation to ASL

You expressly consent, in advance and without further notice, to the novation of these Terms (and any Subscription) from SI to AI Search Labs Ltd, or to any affiliate of ASL or successor sublicensee appointed by ASL (each a “Successor Operator”), such that the Successor Operator becomes your counterparty under these Terms in place of SI on the same terms (subject only to changes in the Successor Operator’s identity, registered address, bank details and contact details). This consent is given in accordance with English contract-law principles of pre-authorised novation and applies in particular (but not only) where:

• the licence from ASL to SI in respect of codus terminates or expires for any reason;
• SI suffers an Insolvency Event;
• ASL elects in its discretion to operate codus directly or via a different operator; or
• SI is sold, restructured, ceases to operate codus, or ceases to carry on business.

On any such novation, your Subscription, billing cycle, plan, prices in force at the time, account, history and Customer Data continue on the same terms with the Successor Operator. We will notify you by email and in-product when such a novation has taken effect, but the novation is effective immediately on its occurrence.

18.2 Assignment by SI to ASL

SI may assign or transfer any or all of its rights and obligations under these Terms to ASL or to a Successor Operator without your further consent. SI may not otherwise assign or transfer these Terms without your consent (not to be unreasonably withheld).

18.3 Customer database remains with ASL

As between ASL and SI, ASL is the owner of the codus customer database (including your account and the Customer Data we hold about you, but without prejudice to your rights under UK GDPR and the Data Protection Act 2018). On any termination of the licence between ASL and SI, or on any Insolvency Event affecting SI, all rights to the customer database, the Service domain names, the codus trademarks and the Software revert to ASL with immediate effect. SI shall, and irrevocably appoints ASL as its attorney to, execute any document required to give effect to that reversion.

18.4 Assignment by you

You may not assign or transfer your rights or obligations under these Terms without our prior written consent. If you are a Customer Entity and are subject to a corporate sale, merger or change of control, please contact [email protected].

18.5 Effect on you

For the avoidance of doubt, an Insolvency Event affecting SI does not (and is not intended to) interrupt your access to codus or your Subscription. ASL has direct rights and obligations under these Terms (as a third-party beneficiary, see section 22) so that you retain a contractual counterparty even where SI ceases to be one.

19. Force majeure

Neither party is liable for any delay or failure to perform any obligation under these Terms (other than payment) caused by events beyond that party’s reasonable control, including acts of God, war, terrorism, civil unrest, governmental action, sanctions, epidemic or pandemic, cyber-attack on a third-party provider, failure of public utilities or telecommunications networks, large-scale outages of cloud or AI providers, or shortage or unavailability of personnel or supplies. The affected party will give prompt notice and use reasonable efforts to mitigate.

20. Governing law and jurisdiction

These Terms, their subject matter and their formation are governed by the laws of England and Wales, regardless of where in the world you access or use codus. The courts of England and Wales have exclusive jurisdiction to settle any dispute arising out of or in connection with these Terms, except that, if you are a consumer and the mandatory law of your country of residence gives you a non-waivable right to bring proceedings before the courts of that country (for example, consumers resident in the United Kingdom or the European Economic Area retain that statutory right under UK and EU consumer-protection law respectively), you keep that right; and we may bring proceedings in your country of residence where required by local law. Online dispute resolution is available to consumers resident in the European Union via ec.europa.eu/consumers/odr; consumers elsewhere may have equivalent local alternative- dispute-resolution options.

21. General

21.1 Entire agreement

These Terms, together with our Privacy Policy, our Legal & corporate information page, and any plan-specific terms presented at checkout, constitute the entire agreement between you and us in respect of the Service and supersede any prior agreement, understanding or arrangement (whether oral or written). You confirm that you have not relied on any statement, promise, representation or assurance not expressly set out in these Terms.

21.2 Severability

If any provision (or part of a provision) of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable, or, if such modification is not possible, deleted. Any modification or deletion of a provision under this section shall not affect the validity and enforceability of the rest of these Terms.

21.3 No waiver

A failure or delay by us to exercise any right or remedy provided under these Terms or by law is not a waiver of that right or remedy. A single or partial exercise of any right or remedy does not preclude further exercise of that or any other right or remedy.

21.4 No partnership

Nothing in these Terms creates a partnership, joint venture, agency or employment relationship between you and SI or you and ASL. Neither party has authority to bind the other.

21.5 Notices

Notices to us must be sent to [email protected] and, for formal legal notices, by post to Search Intelligence Ltd, Witney Business and Innovation Centre, Windrush Park Road, Brighthampton, Witney, OX29 7DX, United Kingdom. Notices to you may be sent to the email address on your account or shown in-product.

21.6 Sanctions and export

You confirm that you are not located in, ordinarily resident in, or organised under the laws of any country or region subject to comprehensive UK, US, EU or UN sanctions, and that you are not listed on any applicable sanctions list. The Software may be subject to UK and US export-control laws; you will not export or re-export the Software in breach of those laws.

22. Third-party rights

Except as expressly set out in these Terms, a person who is not a party to these Terms has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms. However, AI Search Labs Ltd is expressly named as a third-party beneficiary of, and may enforce in its own name, sections 4 (Licence), 7 (AUP), 9 (Risk), 10 (AI Output), 11 (Disclaimer), 12 (Limitation of liability), 13 (Indemnity), 14 (Intellectual property), 15 (Confidentiality), 16 (Customer Data), 18 (Continuity, novation and assignment), 21.6 (Sanctions and export) and this section 22.

23. Survival

Sections 9, 10, 11, 12, 13, 14, 15, 18, 19, 20, 21 and 22 survive termination or expiry of these Terms.

© 2026 AI Search Labs Ltd. codus and the codus logo are trademarks of AI Search Labs Ltd. Operated under licence by Search Intelligence Ltd. All rights reserved.