Terms of use

Version 1 · effective from 2026-11-02 · in force

Draft: text not yet reviewed by a lawyer.

1. Who provides the service C01

Codelux AI is provided by (the "Provider", "we", "us"), a sole trader established in Italy.

  • Registered address: IT
  • VAT number:
  • Email:

The Provider operates under the Italian flat-rate regime (regime forfettario). The effects on prices and invoices are explained in art. 7.

2. Definitions and parties C02

These Terms are an agreement between the Provider and you. In these Terms:

  • Service means Codelux AI: the website, the apps, the console, the programs we ask you to install, the APIs and everything else we provide under the Codelux AI name.
  • Customer or you means the natural or legal person who accepts these Terms or on whose behalf an account is opened.
  • Consumer means a Customer who is a natural person acting for purposes outside any trade, business, craft or profession. A Customer who is not a Consumer is a Business Customer.
  • Account means the personal sign-in that gives access to the Service. An Organisation is the shared space of a Business Customer, with its members, plan and data.
  • Customer Data means the data and content you enter, upload or generate through the Service.
  • Documents means these Terms, the privacy policy, the cookie policy and, for Business Customers who accept it, the data processing agreement (DPA).

If you use the Service for an Organisation, you declare that you have the authority to bind it, and "you" also means the Organisation.

3. Acceptance and versions of these Terms C03

  1. Acceptance. You accept these Terms by ticking the box when you sign up or when the Service asks you. Without accepting the Terms in force you cannot enter the Service.
  2. Numbered clauses. Every clause has a stable identifier (for example C03) that never changes and is never reused, so that a change can be pointed out exactly.
  3. New versions. When we publish a new version we send an email to all accounts, with a summary of the clauses added, changed or removed and the date on which the new version takes effect. The new version never takes effect before that date.
  4. Acceptance again. From the effective date, at your next access the Service shows you the changes and asks you to accept the new version. If you do not accept, you do not enter; you can still ask us to export or delete your data (art. 21).
  5. History. Every version stays published, with its text and date, on the Terms page, and the list of the versions you accepted is in your account (art. 16).
  6. Your right to leave. If you do not agree with a new version you can cancel your plan (art. 8) and delete your account; consumer rights under mandatory law remain unaffected.

4. Your account C04

  1. Age. You must be at least 16 years old to create an account. By signing up you confirm that you are. If we learn that an account belongs to a younger person we may close it.
  2. Accurate data. The information you give us (name, email address, billing details) must be true and kept up to date.
  3. One person, one account. An account is personal. Do not share your credentials and do not let others use your account. Use your own account for each person; organisations add their members instead (art. 5).
  4. Credentials. Keep your password, codes and sign-in methods safe. You are responsible for what happens under your account until you tell us it was compromised. Tell us at once at if you suspect unauthorised use.
  5. Sign-in with other providers. If you sign in through a third-party provider or your organisation's single sign-on, that sign-in is also governed by the provider's terms.

5. Organisations and roles C05

  1. Owner. The person who creates an Organisation is its owner. The owner accepts these Terms for the Organisation, holds the plan and the payments, and can appoint and remove administrators.
  2. Administrators and members. Administrators manage members, settings and, where the Service allows it, the Organisation's consents and agreements. Members use the Service within the permissions they are given.
  3. Responsibility. The Organisation is responsible for its members' use of the Service, for the content it handles and for having the right to give us the data it enters. It must inform its members and other people whose data it enters, as the law requires.
  4. DPA. A Business Customer that enters personal data of other people acts as controller and we act as processor. The owner or an administrator accepts the data processing agreement for the Organisation (see the DPA); the acceptance is recorded (art. 16).
  5. Changes. If the owner changes or leaves, the Organisation must name a new owner. We may ask for proof of authority before changing the owner or the billing details.

6. The service and its availability C06

  1. What we provide. We provide the Service as described on the Codelux AI website and in your plan. The Service changes over time: we may add, change or remove features, and we will give notice of changes that significantly reduce what you paid for.
  2. Availability. We work to keep the Service available but we do not promise uninterrupted or error-free operation. There can be maintenance, updates, incidents and failures of providers we depend on. [TO BE CONFIRMED: whether to offer a target availability level or support times, and for which plans]
  3. Your equipment. You are responsible for your own devices, network connection and software needed to use the Service.
  4. Third-party services. Some features rely on third-party services (for example payments, network, hosting, email). Their availability is outside our control. The providers we use for personal data are listed in the sub-processors list.
  5. Beta and free features. Features marked as beta, trial or free can change or end at any time and are offered without any commitment.

7. Plans, prices, payments and renewals C07

  1. Plans. The plans, their limits and prices are shown before you buy. Paid plans are subscriptions for the period shown (monthly or annual).
  2. Payments. Payments are processed by Stripe. We do not see or store your full card number. By subscribing you authorise the recurring charge of the price shown.
  3. Renewal. Unless you cancel (art. 8), the plan renews automatically for a period of the same length, at the price in force on the renewal date. We will tell you in advance of a price increase, with at least 30 days' notice before it applies to you. [TO BE CONFIRMED: notice period for price increases]
  4. Prepaid usage. Where the Service sells prepaid usage (for example credit for AI or for conferences), the credit is used up as shown in your account. Unless the law says otherwise, unused credit is not refunded and expires as stated when you buy it. [TO BE CONFIRMED: expiry and refund of prepaid credit]
  5. Taxes: flat-rate regime. The Provider applies the Italian flat-rate regime (regime forfettario, Law 190/2014, art. 1, paragraphs 54-89). For this reason prices are final: no VAT is charged on invoices and the Provider does not exercise the right of deduction. Invoices carry the wording required by the regime. When stamp duty (imposta di bollo) is due on an invoice, it is borne by the Provider and is not added to your price. [TO BE CONFIRMED with the tax adviser: treatment of customers outside Italy, in particular consumers in other EU countries, and wording of the invoice]
  6. Invoices. Invoices are issued electronically and are available in your account. Provide correct billing details; Business Customers must give their tax identifiers.
  7. Failed payments. If a payment fails we will retry and tell you. If it stays unpaid we may suspend the paid features after notice (art. 20).

8. Cancellation at the end of the period C08

  1. How. You can cancel your plan at any time from the plans page of your account. The owner of the Organisation cancels for the Organisation.
  2. Effect. Cancellation takes effect at the end of the period you have already paid. Until then you keep using the paid features. The plan does not renew and you are not charged again.
  3. No refund for the running period. The price of the period in progress is not refunded and is not reduced, whether or not you use the Service in the remaining time. This does not affect the right of withdrawal (art. 9) or any refund the law requires.
  4. No grace period. When the paid period ends, the paid features stop immediately; there is no grace period. Your data is handled as described in art. 21.
  5. Reactivation. You can subscribe again at any time at the prices then in force.

9. Right of withdrawal (consumers) C09

  1. 14 days. If you are a Consumer, you have the right to withdraw from a purchase within 14 days of the contract (for a subscription: of the first payment), without giving a reason, under the Italian Consumer Code (Legislative Decree 206/2005) and Directive 2011/83/EU. The right does not apply to Business Customers.
  2. How. Use the withdrawal function in the plans page of your account or write to . If you withdraw in time, we refund what you paid with the same payment method, without undue delay and within 14 days, and the subscription ends.
  3. When the right is lost. For digital content not on a tangible medium and for services, the law provides that you lose the right of withdrawal if you expressly ask us to start before the 14 days have ended and you acknowledge that you lose the right once the supply has begun (or, for services, once they have been fully performed). Where the Service asks you for this request and this acknowledgment before starting, it records them (art. 16).
  4. Your other rights as a Consumer, including the legal guarantee, are not affected.

[TO BE CONFIRMED: whether the Service asks for the express request and acknowledgment above for any product, as the current withdrawal function refunds in full within 14 days]

10. Acceptable use C10

You may use the Service only for lawful purposes and in line with these Terms. You must not, and must not allow others to:

  • break the law or the rights of others, including intellectual property and privacy rights;
  • upload or send malware, or content that is illegal, abusive, defamatory or that exploits minors;
  • try to access accounts, data or systems that are not yours, or test the security of the Service without our written permission;
  • overload, scrape or interfere with the Service or its infrastructure beyond normal use, or bypass limits, quotas or technical protections;
  • resell or provide the Service to third parties, or use it to build a competing service, unless we agree in writing;
  • send unsolicited commercial messages through the Service;
  • decompile or reverse engineer the software, except where the law allows it despite this ban.

We may remove content or restrict use that breaks this clause, following art. 20.

11. The program installed on your computer CX03

  1. Licence. With a valid plan we give you a limited, non-exclusive, non-transferable and revocable licence to install and use the Codelux AI desktop program under the plan you chose. The plans differ in how many projects may be active at the same time and, for the Team plan, in the number of seats.
  2. Licence check and device binding. To enforce the licence, the program checks it periodically with our servers and ties it to your device through a one-way hash. It tolerates a temporary loss of connection. You must not share your account, the program or the device token with others.
  3. Updates. We publish updates of the program. Some updates are needed for security or for the online services to keep working; we may stop supporting old versions with reasonable notice.
  4. Integrity. You must not reverse engineer, decompile or disassemble the program (except where the law allows it despite this ban), remove or bypass the licence check, device binding or usage limits, or redistribute or resell the program or your licence. If you do, we may suspend the licence (art. 20) and you answer for the consequences.
  5. Online services. The program works together with online services that we provide for the duration of your plan: licence check, account and console, downloads and updates, the list of projects, sign-in and, for Team plans, the real-time service. If we permanently stop them we give notice in advance and refund the unused part of the period paid. [TO BE CONFIRMED: notice period for discontinuing the online services]

12. Your code and project data stay on your computer CX01

  1. Local operation. Codelux AI works on your computer. Your source code, the files of your projects, and the memories, notes, event timeline, tasks and file locks that Codelux AI keeps for your projects are stored and processed locally and are not sent to our servers.
  2. What reaches our servers. Only what the online services need: your account; the licence check (a periodic heartbeat with a one-way hash of the device and of the program); the list of your projects (the name you chose and the local folder path of each project, never the files in it); billing; and, for Team projects, the encrypted data described in art. 14.
  3. Your property. Your source code and everything the program keeps for your projects remain yours at all times. We do not analyse or use them.
  4. Your responsibility. Keep your own backups of your projects. Do not record in memories or notes secrets or personal data that you do not want kept with the project.

13. Integration with AI agents CX02

  1. What the integration does. Codelux AI can be used with an AI coding agent that you choose and run yourself (for example Claude Code). For this we offer an optional plugin, and equivalent hook scripts for other agents. Hooks are small commands that the agent runs on your machine at the start of a session, with each prompt, before and after each file edit, and when the agent stops. They talk only to Codelux AI running on your own computer (127.0.0.1): they add project memory to the agent's context, take and release the lock on a file around each edit (so an edit can be made to wait or be refused while another agent holds the file), and remind the agent to save a memory at the end.
  2. It writes in your repository. The program can write in your project files and folders, for example a block of project memory, instructions for the agent and the data folder of Codelux AI. You decide whether to commit or publish those files; you are responsible for what you commit or publish.
  3. The agent and its provider are yours. The agent you run and the provider behind it (for example Anthropic for Claude Code) act under your own account and terms and are not our processors. What an agent does, writes or runs, and the consequences of using or committing it, are your responsibility. Codelux AI has no AI of its own.
  4. How to disable it. You can stop using the integration at any time: uninstall the plugin or remove the hook scripts from your agent's settings, and disable the project in Codelux AI. The files already written stay in your project until you delete them.

14. Team plan and team key CX04

  1. Shared projects. The Team plan lets several accounts work on the same projects. The owner of the plan buys the seats and invites the members; members use their own accounts and, on the team's shared projects, are covered by the owner's licence.
  2. The team key is yours. Shared team data is encrypted on your machines with a key that the program generates on the owner's computer. The key never reaches our servers. We keep only ciphertext and the metadata needed to deliver it.
  3. If the key is lost, the data is lost. We have no copy of the key and no way to recover it. If nobody in the team has it any more, the shared data stored on our servers can no longer be read, by you or by us. Keep the recovery phrase safe.
  4. Owner and administrators. The owner and the administrators are responsible for the members they add and for the use they make of the Manager (tasks, reports, exports); as employer or controller they must inform the workers concerned as the law requires.

15. Your data and privacy C11

  1. Your data stays yours. Customer Data remains yours. You give us only the licence needed to run the Service for you (art. 17).
  2. Privacy policy. We process personal data as described in the privacy policy. The list of the providers that process data for us is in the sub-processors list.
  3. Business Customers. For personal data of other people that a Business Customer enters in the Service, the Business Customer is the controller and we act as processor under the data processing agreement.
  4. Security and backups. We apply technical and organisational measures to protect the Service and keep backups. Backups are for our recovery and are not a substitute for your own copies of important data.
  5. Your duties. You are responsible for the lawfulness of the data you enter and for keeping your own copies as you need.

16. Consents and how they are recorded C12

  1. Separate and optional. Consents to optional things (offers, gifts and promotions, newsletter and marketing, use of AI providers where the product asks for it, optional cookies) are separate from these Terms. Refusing them never stops you from using the Service.
  2. Every consent is an event. Each time a consent is given or withdrawn, and each time you accept a document, we record an event: what it concerns, the document and its version, date and time (UTC), the IP address and where it happened (sign-up, cookie banner, settings, invitation).
  3. Events are not overwritten. Events are only added. A later change adds a new event; the history stays as proof of what you agreed to and when.
  4. Your history. In Settings › Privacy and consents you can see the history and use "Download my consents" to get it as a JSON or CSV file. You can change or withdraw each optional consent there at any time, with effect for the future.
  5. Organisations. The acceptance of the DPA and of other agreements by an Organisation is recorded in the same way, with the account of the owner or administrator who gave it.

17. Intellectual property and licence C13

  1. Our rights. The Service, its software, design, texts, logos and the Codelux AI name belong to the Provider or its licensors. These Terms give you no ownership of them.
  2. Licence to you. For the duration of your plan we give you a limited, personal, non-exclusive, non-transferable and revocable licence to use the Service, including any program we ask you to install, for your own purposes and within these Terms.
  3. Your content. You keep all rights over Customer Data. You give us a worldwide, non-exclusive licence, limited to the duration of the relationship, to host, copy, process and display Customer Data only as needed to provide the Service to you and to the people you authorise.
  4. Feedback. If you send us suggestions, we may use them freely, without obligation to you.
  5. Open source. Open source components remain under their own licences.

18. Warranty C14

  1. The Service is provided "as is" and "as available". To the extent the law allows, we do not give warranties other than those stated in these Terms, including warranties of fitness for a particular purpose, and we do not promise that the Service will be error-free or uninterrupted.
  2. Outputs generated automatically, including by artificial intelligence, may be wrong or incomplete. You must check them before relying on them.
  3. Consumers. Nothing in these Terms excludes or limits the legal guarantees and other rights that the law gives to Consumers and that cannot be waived.

19. Limits of liability C15

  1. What is not limited. Nothing in these Terms limits liability for wilful misconduct or gross negligence, for death or personal injury caused by negligence, or for anything that cannot be limited by law. For Consumers, the mandatory protections of the law remain in force.
  2. Business Customers. Subject to point 1, and to the extent the law allows, the Provider is not liable to a Business Customer for indirect or consequential damage, loss of profit, revenue, data or business opportunities, and the Provider's total liability for all claims in connection with the Service is limited to the amount the Business Customer paid in the 12 months before the event that caused the damage. [TO BE CONFIRMED by a lawyer: the amount of the cap]
  3. Your responsibility. You are responsible for the use you make of the Service and of its outputs, and for the consequences of the actions you authorise. The product-specific articles of these Terms add further responsibilities where the product controls devices, software or other systems.
  4. Third parties. We are not liable for services, content or products of third parties that you choose to connect or use through the Service.

20. Suspension and termination C16

  1. Suspension. We may suspend or restrict an account, an Organisation or a feature, in whole or in part, if: you seriously or repeatedly break these Terms; a payment remains unpaid after notice; your use puts at risk the security or stability of the Service or the rights of others; or the law or an authority requires it. We will tell you the reason and, where possible, give you notice first and a chance to put things right. The suspension lasts only as long as needed.
  2. Termination by us. We may end the contract with notice if the reason for suspension continues, and at once in cases of serious breach or illegal use. If we end it without your fault, we refund the unused part of the period you paid for, unless the end is due to the end of the Service (art. 6).
  3. Termination by you. You can end the contract at any time by cancelling the plan (art. 8) and deleting your account (art. 21).
  4. What survives. Clauses that by their nature should continue (intellectual property, liability, governing law, payments due) survive the end of the contract.

21. Deleting your account and exporting your data C17

  1. Export. You can export your personal data and, where the Service offers it, your Customer Data, from your account at any time ("Your data"). After the end of your plan, or if you do not accept a new version of these Terms, you can still ask us to send you an export.
  2. Deletion. You can delete your account from your account settings. The owner can delete the Organisation. After the request we keep the data for 30 days so you can restore it; after that the personal data is deleted. [TO BE CONFIRMED: the 30-day restore period]
  3. What we keep. We keep what the law requires us to keep (for example invoices and tax records for 10 years) and the consent and acceptance events needed to prove what you agreed to, as set out in the privacy policy. Backups are overwritten in the normal cycle.
  4. Your duty. Before deleting, export what you need: after deletion we cannot restore it.

22. Governing law and competent court C18

  1. Law. These Terms are governed by Italian law.
  2. Business Customers. For disputes with Business Customers the competent court is that of the Provider's place of business. [TO BE CONFIRMED by a lawyer: the competent court]
  3. Consumers. If you are a Consumer, the competent court is the court of the place where you reside or have your domicile in Italy, and you keep the benefit of the mandatory consumer protection rules of the country where you live.
  4. Out-of-court solutions. You can contact us first at : we try to solve problems quickly. Consumers can also use the European Commission's online dispute resolution platform at ec.europa.eu/consumers/odr.

23. Communications and contacts C19

  1. Electronic communications. We communicate with you by email at the address of your account and through notices in the Service. Keep your address up to date. A message sent to that address is considered received.
  2. Service messages. We send you the messages the Service needs (sign-in codes, security, billing, new versions of the Documents). They are not marketing and you cannot opt out of them while you have an account.
  3. Marketing. We send marketing only with your consent (art. 16).
  4. Contacts. You can write to us at . Our details are in art. 1.
  5. Languages. These Terms are published in English and Italian. If they differ, the English text prevails, without prejudice to the rights that the law gives you. [TO BE CONFIRMED by a lawyer: whether the Italian text should prevail for Italian consumers]
  6. Whole agreement. The Documents are the whole agreement between you and the Provider on the Service. If a clause is found invalid, the others remain in force.