Terms of business

These terms apply to all work Codero does for clients. They're written to be read, not just signed, so please ask if anything is unclear.

1. About these terms

1.1 "Codero", "we" and "us" means Codero Ltd, registered in Scotland, company number SC757894, registered office 77 Union Place, Brightons, Polmont, FK2 0FG. "You" means the business we're working for.

1.2 Our services are for businesses only. By accepting a proposal, you confirm you're acting for a business.

1.3 These terms, together with the proposal you accept, form the agreement between us. If the proposal and these terms conflict, the proposal wins for that piece of work.

2. Our services

2.1 Free audit. A review of your hotel's public online presence, provided free and without obligation. It's based on information we can see publicly and on estimates, which we label as such.

2.2 Direct Booking Strategy. A working session and a written 90-day plan. The plan is yours to use with anyone.

2.3 Direct Booking Sprint. A new website for your hotel, linked to your booking engine, with the search and Google setup described in your proposal.

2.4 Performance Grow. Monthly ongoing work as described in your proposal, including a quarterly strategy review.

2.5 Add-ons (such as gift vouchers, Google hotel advertising, and weddings and events enquiries) as described in your proposal.

2.6 We'll carry out the work with reasonable skill and care, and to the timescales in your proposal. Timescales depend on you providing what we need (see section 4).

3. Proposals and changes

3.1 Each piece of work starts with a written proposal setting out what's included, the price and the timescale. Work starts once you accept it in writing (email is fine) and any upfront payment is made.

3.2 Proposals are valid for 30 days.

3.3 If you'd like to change what's included, we'll confirm any effect on price or timing in writing before making the change.

4. What we need from you

4.1 You'll provide content, photos, access to accounts (such as your booking engine, Google Business Profile and domain) and decisions within the time agreed, and make sure you have the right to let us use anything you give us.

4.2 You'll name one person who can approve work on your behalf.

4.3 If we're delayed because we're waiting for you, timescales move accordingly. If a project is paused for more than 60 days because of a delay on your side, we may invoice for work completed so far.

5. Approvals and AI

5.1 Nothing guest-facing is published or sent without approval. Review replies, emails, website content and advertising are approved by you, or follow rules you've agreed in writing.

5.2 We use AI tools to help with research and first drafts. A person at Codero checks all work before it reaches you, and you approve it before it reaches your guests.

6. Third-party platforms

6.1 We work alongside the systems you already use, such as your booking engine, channel manager, Google services, and voucher or advertising platforms. You hold those accounts in your own name and pay their fees directly.

6.2 We're not responsible for third-party platforms' availability, pricing, policy changes or errors, although we'll help you deal with any problems that affect our work.

6.3 We never resell or mark up third-party software. If a provider pays us a referral fee for introducing you, we'll tell you in writing first.

6.4 Advertising spend and pay-per-stay commissions are agreed with you in writing and paid by you directly to the platform.

7. Fees and payment

7.1 Prices are as set out in your proposal and on our website. Codero is not currently VAT registered.

7.2 Unless your proposal says otherwise:

• Direct Booking Strategy: paid in full before the session.
• Website bought outright: 50% on acceptance and 50% at launch.
• Performance Grow: paid monthly in advance.
• Add-on setup fees: paid in full on acceptance.

7.3 Invoices are due within 14 days. We may charge interest on late payments under the Late Payment of Commercial Debts (Interest) Act 1998, and pause work if an invoice is more than 30 days overdue.

8. Strategy credit

If you go ahead with Performance Grow or a website within 30 days of your Direct Booking Strategy session, the full Strategy fee is deducted from your first invoice for that service.

9. Performance Grow

9.1 Performance Grow has a minimum term of three months, then continues month to month. Either of us can end it after the minimum term with 30 days' written notice.

9.2 Your monthly price is based on your room count. If your room count changes band, we'll agree the new price with you before it applies.

10. Website included with a 12-month plan

10.1 If your proposal includes a new website as part of a 12-month Performance Grow commitment, the website is licensed to you for those 12 months and becomes fully yours once they're complete.

10.2 If you end the plan before 12 months, you can either pay the remaining monthly fees, or keep the website by paying its outright price reduced by one-twelfth for each full month already paid. Otherwise the licence ends and the website is taken offline, though your domain, content and photos remain yours.

11. Founding partners

11.1 Founding partners receive the Direct Booking Strategy and a new website for a one-off fee of £399, in return for six months of Performance Grow at the normal monthly rate and permission to share their results.

11.2 You'll see and approve any case study, quote or figures before we publish them, and you can ask us to remove them at any time after publication.

11.3 If you end Performance Grow before six months, you can keep the website by paying the difference between its outright price and £399, reduced by one-sixth for each full month already paid.

12. Ownership

12.1 Once you've paid for it in full, you own the content, copy, photos and design work created specifically for you, and your Direct Booking Strategy plan.

12.2 Codero keeps ownership of its own frameworks, templates, code components, tools and know-how. We give you a permanent, non-exclusive licence to use them as part of your website.

12.3 Your domain name and third-party accounts are always registered in your name.

13. Hosting

Hosting arrangements are set out in your proposal. If your website is hosted on Codero's account, we'll move it to your own account on request once all invoices are paid, and help with the move at a reasonable cost.

14. Confidentiality

We'll keep your business information confidential and only use it to do the work. You'll do the same with our pricing, methods and materials that aren't public.

15. Data protection

15.1 Each of us will comply with UK data protection law. Our privacy policy explains how we handle your team's information.

15.2 Where we handle your guests' personal information for you, we do so as your processor. We will:

• only use it on your documented instructions;
• make sure anyone handling it is bound by confidentiality;
• keep it secure;
• use only the sub-processors listed in our privacy policy, telling you before adding new ones;
• help you respond to guests exercising their rights, and with security and data protection obligations;
• tell you without undue delay if we become aware of a breach affecting it;
• delete or return it when our work ends, unless the law requires us to keep it; and
• give you the information you need to show we're meeting these obligations.

16. No guarantees of results

We'll do everything we reasonably can to grow your direct bookings, but results depend on many things outside our control, such as demand, pricing, competitors, and how Google, AI assistants and OTAs work. We can't guarantee rankings, AI recommendations, bookings or revenue.

17. Liability

17.1 Nothing in these terms limits liability for death or personal injury caused by negligence, for fraud, or for anything else that can't legally be limited.

17.2 We're not liable for indirect or consequential loss, or for loss of profit, revenue, bookings or goodwill.

17.3 Our total liability for any claim is limited to the fees you've paid us in the 12 months before the claim arose.

18. Ending the agreement

18.1 Either of us can end the agreement straight away by writing to the other if the other seriously breaks these terms and doesn't put it right within 14 days of being asked, or becomes insolvent.

18.2 When the agreement ends, you'll pay for work done up to that date, and we'll hand over the access, files and content you're entitled to.

19. General

19.1 We may update these terms by giving you 30 days' written notice. Changes won't apply to work already agreed.

19.2 Neither of us is responsible for delays caused by events outside our reasonable control.

19.3 These terms are the whole agreement between us about the work and replace anything said before.

20. Law

These terms are governed by the law of Scotland, and the Scottish courts have exclusive jurisdiction, including for clients outside the UK.