General Terms and Conditions of Codi for Business Partners

Codi is a business directory and coupon-discovery application ("Codi," "App," "we," "us"), operated by Max Kiselyov, sole trader / independent activity (atividade aberta) registered in Portugal, through which users of the App ("Users") can discover local businesses and coupons offered by business partners.

1.1. These General Terms and Conditions ("Partner GTC") govern the business relationship between Codi and businesses ("Partner," "Partners") regarding the display of business information and the offer of coupons ("Coupons") through the App.

1.2. Codi offers its partnership services exclusively to businesses acting in a professional/commercial capacity (not to private consumers).

1.3. Any deviating, conflicting, or supplementary terms proposed by the Partner shall only become part of the agreement if Codi has expressly agreed to them in writing (including email).

2.1. To be listed and offer Coupons in the App, a Partner must first submit an initial registration through Codi's online form, providing basic business and representative contact information.

2.2. Following submission, Codi contacts the Partner to gather further details (address, branches, website, social media, photos, Coupon terms, pricing, etc.).

2.3. The agreement between Codi and the Partner is concluded when the Partner explicitly accepts these Partner GTC - for example, by checking an acceptance box on the registration form or website, or by confirming acceptance in writing (including email). Codi records the fact and date of this acceptance.

2.4. This Partner Agreement does not establish any corporate, partnership, agency, or employment relationship between the parties.

3.1. Offer of Coupons. The Partner may offer Coupons to be displayed in the App, describing the discount, offer, or benefit provided to Codi Users at the Partner's premises.

3.2. Redemption process. A Codi User who wishes to use a Coupon opens it within the App and shows it directly to Partner staff at the time of ordering/paying at the Partner's premises. The Partner's staff verifies and applies the Coupon during the in-person transaction.

3.3. No booking or payment through the App. Codi does not process bookings, orders, or payments. The entire transaction - including redemption of the Coupon and payment - takes place directly and exclusively between the Codi User and the Partner, at the Partner's premises.

3.4. Partner's discretion to refuse redemption. The Partner may decline to honor a Coupon where: (a) the Codi User is attempting to misuse, duplicate, or abuse the Coupon beyond its stated terms; (b) the Codi User is exploiting a technical error or vulnerability in the App or Coupon system; or (c) the conditions of the Coupon (e.g., minimum order value, applicable items, time window) are not met.

3.5. Updating or withdrawing Coupons. The Partner may request that Codi change or remove a Coupon at any time by contacting us using the contact details provided in the Partner Agreement. Codi will process such requests as soon as reasonably possible.

4.1. The Partner must ensure that any information provided to Codi (business details, Coupon terms, pricing, photos, etc.) is accurate, current, and not misleading.

4.2. The Partner must promptly notify Codi of any changes to its business information (e.g., address, opening hours, contact details, Coupon availability).

4.3. The Partner must ensure that its staff are informed about the Coupons offered and honor valid Coupons in accordance with their stated terms. Codi Users redeeming a valid Coupon must not be disadvantaged in quality, quantity, or service compared to other guests.

4.4. The Partner must not use the partnership to mislead or manipulate Codi Users, publish false information, or act in a manner that damages Codi's brand or reputation.

5.1. Codi will list the Partner's business information and Coupons in the App based on the details provided by the Partner. The manner and placement of listings are at Codi's reasonable discretion.

5.2. Codi will update the Partner's listing when notified of changes, within a reasonable timeframe.

5.3. Codi does not guarantee any specific number of views, redemptions, or new customers resulting from the partnership.

6.1. The Partner grants Codi a non-exclusive, worldwide, royalty-free right to use, reproduce, display, and adapt the text, photos, logos, and other materials provided by the Partner ("Content"), solely for the purpose of creating, displaying, and promoting the Partner's listing within the App and Codi's own marketing channels (e.g., website, social media).

6.2. The Partner confirms that it holds the necessary rights to grant this license and that the Content does not infringe the rights of any third party.

6.3. Upon termination of the partnership, Codi will remove the Partner's listing and Content from active display within a reasonable period, subject to Section 9.4.

6.4. The Partner may request removal of specific Content at any time by contacting Codi; Codi will act on such requests within a reasonable timeframe.

The Partner is free to offer the same or similar Coupons or promotions through other platforms, applications, or channels, including Codi's competitors. This Partner Agreement does not restrict the Partner's ability to work with other providers.

8.1. Codi may, in the future, offer additional optional paid services to Partners (such as enhanced visibility, push notifications, or featured placement).

8.2. Any such paid services will only apply if separately agreed in writing between Codi and the Partner, with clearly stated pricing and terms. Nothing in these Partner GTC obligates the Partner to purchase any paid service.

9.1. This Partner Agreement is concluded for an indefinite term.

9.2. Either party may terminate this Partner Agreement at any time, without a minimum notice period, by written notice (including email) to the other party's contact details on file.

9.3. Additionally, either party may terminate this Partner Agreement with immediate effect for good cause, where circumstances make it unreasonable to expect the terminating party to continue the partnership until the next possible termination date. For Codi, good cause includes, in particular (but not limited to), where the Partner: (a) violates these Partner GTC or platform rules; (b) refuses to honor validly presented Coupons without reasonable cause; (c) provides false, inaccurate, or misleading information; (d) manipulates information on the platform to its own advantage at the expense of Codi Users; (e) engages in bad-faith conduct or actions directed against Codi, including damaging or defamatory conduct toward Codi's brand or reputation.

The terminating party will state the grounds for termination in its notice.

9.4. Codi may decline to publish a specific Coupon submitted by the Partner where, in Codi's reasonable assessment, the Coupon is misleading, non-compliant with applicable law, or does not meet Codi's baseline content standards. Codi will inform the Partner of the general reason for such a decision upon request.

9.5. Upon termination, the Partner's listing and Coupons will be removed from active display. Section 6.3 applies to retained Content.

10.1. The Partner guarantees that the Content it provides is free of third-party rights that would prevent its use as described in Section 6.

10.2. The Partner guarantees that it operates its business in accordance with applicable legal and regulatory requirements (including, where relevant, food safety, licensing, and consumer protection rules).

10.3. The Partner shall indemnify Codi against claims by third parties arising from the Partner's breach of Sections 10.1 or 10.2, to the extent permitted by applicable law.

11.1. Codi's liability is unlimited for damages caused by intent (dolo) or gross negligence (negligência grosseira). For ordinary negligence, Codi's liability is limited to damages that were reasonably foreseeable at the time this Partner Agreement was concluded, to the extent such limitation is permitted under applicable Portuguese law (cf. Article 809 of the Portuguese Civil Code, which prohibits advance waiver of liability for intent or gross negligence).

11.2. Codi is not liable for the accuracy of information published by the Partner, technical malfunctions of the App, or any dispute arising from the Coupon transaction between the Partner and a Codi User.

11.3. Nothing in this Section limits liability that cannot be excluded under mandatory Portuguese or EU law.

Both parties agree to keep confidential any non-public business information disclosed in connection with the partnership, and to use it solely for the purpose of performing this Partner Agreement. This obligation does not apply to information that is or becomes publicly available through no fault of the receiving party, or that must be disclosed under legal or regulatory obligation.

Codi may update these Partner GTC from time to time. Material changes will be communicated to the Partner in writing (including email) at least 15 days before taking effect. If the Partner does not agree to the changes, the Partner may terminate this Partner Agreement in accordance with Section 9.2 before the changes take effect. Continued use of the partnership after the effective date of the changes constitutes acceptance of the updated Partner GTC.

This Partner Agreement is governed by the laws of Portugal. Any disputes arising from or in connection with this Partner Agreement shall be subject to the exclusive jurisdiction of the Portuguese courts, without prejudice to any mandatory rights the Partner may have under applicable law.

15.1. If any provision of this Partner Agreement is found invalid or unenforceable, the remaining provisions remain in full force. The invalid provision shall be replaced by a valid one that most closely reflects the original intent.

15.2. Amendments or supplements to this Partner Agreement must be made in writing (including email) to be effective.

For any questions regarding these Partner GTC or the partnership, please contact:

Email: help@getcodi.app