Terms of Service

These Terms of Service (“Terms” or “Terms of Service”) constitute a contract that governs the use of nuwacom’s features and services by Our customers. It consists of the following documents:

nuwacom General Terms of Service: These terms govern your use of nuwacom’s Services.
Enterprise Specific Terms: This page addresses terms and conditions specific to the Services we provide for Enterprise Customers.
nuwacom Data Processing Agreement: our DPA explains how we process Personal Data when providing our Services.
nuwacom Privacy Policy: Our Privacy Policy applies to Personal Data that we collect and process as a Controller in managing customer relationships, invoicing, and fulfilling tax and legal obligations.

Nuwacom General Terms of Service

Last updated: 04.11.2025

These Terms of Service (“Terms” or the “Terms of Service”) govern the access to and use of the services provided by nuwacom to Customers.

By purchasing, accessing, or using the nuwacom Services, the Customer acknowledges and agrees to be bound by these Terms. The Services are provided exclusively for business and professional use.

1. Scope and Acceptance

Agreement to the Terms: By purchasing, accessing or using the nuwacom Services offered by nuwacom, you are confirming that you have read, understand, accept and will comply with these Terms.
Authorized users: You are responsible for anyone that uses the nuwacom Services through your account (“Authorized Users”), which may include your employees, consultants or contractors.
Business Use Only: The Services are provided exclusively to businesses, professionals, and legal entities under public law. They are not intended for consumers and may only be used for business and professional purposes. A consumer shall mean any natural person who enters into a legal transaction for purposes which are not predominantly attributable to that person’s trade, business, or profession. By using the services, you declare that you act as a business and not a consumer.
Amendments: These Terms can be updated from time to time in accordance with Section 15.3 below. You are responsible for regularly reviewing the most current version of these Terms, which is published at: https://nuwacom.ai/terms-of-service/. When we change these Terms, we will update the “Last Modified” date. Material changes will be communicated through the Platform, by email, or other reasonable means. Unless stated otherwise, the updated Terms will take effect upon publication.
Precedence of Documents: In case of conflict, the following documents shall apply in descending order of precedence: the Work Order, the Data Processing Agreement (“DPA”), the Terms, the service description and the price list.
Partners. Where the Services are purchased through a Partner, these Terms apply to the End Customer’s use of the Services. The commercial and billing relationship remains between the Partner and the End Customer, and Nuwacom provides the Services in accordance with these Terms. Acceptance of these Terms by the End Customer establishes a direct agreement with Nuwacom solely for the provision and use of the Services.

2. Key Terminology

“Affiliates” means any entity that directly or indirectly controls, is controlled by, or is under common control with a specified entity; for purposes hereof, “control” refers to the power to direct or influence the management or policies of an entity, whether through ownership of voting securities, by agreement, or by other means.
“AI Services” means services related to AI provided by a third-party entity, which is made available on the Platform and which is used for the operation of nuwacom Services or to extend some of its features.
“Anonymized Data” means data (including Customer Data) that nuwacom collects about the use of the Services or a group or category of products, services, Customers, from which individual identities, identifiable information and/or any other Personal Data has been irreversibly removed.
“Authorized User” is any natural person who is granted access to the Platform by the Customer with their own access credentials
“Confidential Information” means all information disclosed by the Disclosing Party which is in tangible form and labelled “confidential” (or with a similar legend) or which a reasonable person would understand to be confidential given the nature of the information, which notwithstanding the foregoing, excludes Anonymized Data and Customer Contributions, and information that is (i) already known to the Receiving Party, (ii) obtained lawfully from a third party without confidentiality obligations, (iii) publicly available, (iv) independently developed, or (v) relating to the existence of the commercial relationship between the Parties.
“Personal Data” means any information relating to an identified or identifiable natural person as defined in applicable data protection laws; notwithstanding the foregoing, “Personal Data” excludes Anonymized Data and Customer Contributions.
“Content” is a generic term that means all information and data (such as text, images, photos, videos, audio and documents) in any format that is uploaded to, downloaded from or appears on the nuwacom Services.
“Customer, You, Your” means any individual or entity and its Affiliates using the nuwacom website and/or the Services.
“Customer Content” is Content that you or your Authorized Users provide to us or upload to the Platform manually or programmatically via API.
“Customer Contributions” means any materials provided for the purpose of incorporation by nuwacom into the Services, which may be disclosed or distributed by the nuwacom Group to its general customer base.
“Customer Data” means the data and information provided or entered into the Platform by the Customer, including any meeting recordings, audio, transcriptions and summaries.
“Documentation” means any written or electronic documentation, images, video, text or sounds specifying the functionalities of the Service provided or made available by nuwacom to Customer through the nuwacom website or otherwise.
“End Customer” means a customer of a Partner who has purchased access to the Services under an agreement with such Partner.
“Enterprise Customer” means any Customer which has concluded a Work Order with Nuwacom.
“nuwacom”, “us”, “we”, “our” means the relevant nuwacom entity as described in Section 2.1.
“nuwacom Group” means nuwacom and its Affiliates.
“nuwacom Services” means the features and functions of the Platform made available under the selected subscription. Third-party services are not part of the nuwacom Services and remain subject to the terms of the respective provider.
“Platform” means nuwacom’s cloud-based SaaS patform for AI-powered productivity and applications
Partner” means an authorized reseller or distributor of the Services, acting independently or on behalf of Nuwacom, that may offer, sell, or provide the Services to End Customers.
“Subcontractor” means in the case of nuwacom, any person or entity engaged by nuwacom or its Affiliates to assist in the performance of its obligations under the Terms, including any Affiliate of nuwacom, and, in the case of Customer, any person and entity having access to the Services through Customer in accordance herewith, including each Customer and its Affiliates.
“Service Plan” means the specific plan for which Customer subscribes as detailed on the nuwacom website, the Platform, the Documentation and/or the Work Order, and the portion of the Service associated with said plan.
“Subscription Term” means, for Website Customers, the period during which the Customer User has agreed to subscribe to the portion of the Service as detailed in the Service Plan or, for Enterprise Customers, the term period for such Work Order as defined therein, in each case which may be terminated earlier in accordance with these Terms.
“Third Party Services” means third party products, applications, services, software, products, networks, systems, directories, websites, databases and information which the Service links to, or to which Customer may connect or enable in connection with the Service, including, without limitation, certain Third Party Services which may be integrated in the Service.
“Website Customer” means any Customer which has not concluded a Work Order with nuwacom.
“Work Order” means either a (i) statement of work or a (ii) service order or order form, each such document executed by the Parties and issued pursuant to these Terms describing the Services to be provided thereunder and the applicable fees and any other mutually agreed commercial or technical terms.

3. nuwacom Services

nuwacom Services. During the Subscription Term, subject to the terms and conditions of these Terms and your Service Plan, we will make the nuwacom Services available to you in accordance with the Service Plan. Downgrading the Service Plan, when permitted on the Platform, nuwacom website or Work Order, may cause loss of content, features, or access to specific portions of the Service that may have been previously available to Customer. nuwacom does not accept any liability for such loss.
The contracting nuwacom entity depends on the Customer’s location and subscription type:
1. For Enterprise Customers located in Germany, the contracting entity is nuwacom GmbH, Universitätsstraße 3, 56070 Koblenz, Germany,
2. For all other Customers, the contracting entity is nuwacom S.A., 20 rue des Peupliers, L-2328 Luxembourg.
Updates. The nuwacom Services evolve constantly. nuwacom shall have the exclusive control, management, and supervision of the method and means of providing the nuwacom Services. So long as we do not breach the warranty set out in Section 11, we may change the nuwacom Services (such as by changing, adding or removing features) at any time, for any reason, and may or may not provide notice of those changes to you. Upon subscription expiration or termination, nuwacom may downgrade, suspend, or terminate access to the affected nuwacom Services. Continued access to or use of the Services after a change constitutes the Customer’s acceptance of the change.
Support: Subject to payment of all applicable fees and compliance with these Terms, nuwacom will provide technical support to Customer via electronic mail during business days (Monday to Friday). Support requests may be submitted to support@nuwacom.ai.
These Terms shall be concluded by the customer registering for the nuwacom Services via the nuwacom website, and nuwacom confirming acceptance of the subscription in writing or on a durable medium (including by email). Acceptance by nuwacom may also be deemed effected by commencement of the relevant nuwacom Services.
By way of derogation from Section 4.1, a contract for a free trial period shall be concluded when the Customer requests the provision of the Platform for such a trial period via nuwacom’s website (offer) and nuwacom subsequently provides the Platform to the Customer (acceptance).

4. Provision and Use of the Platform

The Platform is provided via the Internet. Customer acknowledges that an internet connection is required for proper transmission of the Service and further acknowledges that Customer is responsible for procuring and maintaining the network connections that connect the network to the Service. nuwacom is not responsible for any modification or compromise of data, including Customer Data, caused by the transmission across computer networks or telecommunications facilities which are not owned, operated or controlled by nuwacom, nor the reliability or performance of any aforementioned connections. Provision of access by nuwacom is confirmed through a notification to the Customer (e.g. by email or other durable medium) to set up the Customer account.
To use the Platform, the Customer must set up an account. The Customer shall provide all information required for the provision of the nuwacom Services in an accurate and complete form and shall keep such information up to date throughout the Term. The Customer shall regularly review the information stored in the Account and update it as necessary. If the Customer cannot make a change themselves (including, without limitation, changes to administrator access), they shall notify nuwacom without undue delay.
In the Service Plan, nuwacom and the Customer shall agree on the number of Authorized Users. Sharing access or credentials among multiple persons is not permitted. The number of Authorized Users may be increased by ordering additional licences from nuwacom.
The Customer shall keep all access credentials to the Platform strictly confidential and shall not disclose them to third parties. The Customer shall reasonably cooperate with nuwacom in the performance of the Terms and provide all necessary support, information and cooperation on time, in full, and at their own expense.
Acceptable Use: To ensure the stability and availability of the Platform, nuwacom may apply reasonable usage limits to certain features (including, without limitation, the number of prompts, API calls or other relevant metric per authorized user or per account). Such limits are set out in the Documentation, including in the ‘Help Center’ in the Acceptable Use section as amended from time to time. nuwacom reserves the right to restrict, suspend, or terminate access in cases of excessive use that materially exceeds normal business use and threatens the performance of the Services.
If the Customer enables meeting recording, transcription, or note-taking features, the Customer is solely responsible for ensuring that all meeting participants are lawfully informed and, where required, have consented to such recording.

5. Rights of Use

Rights of Use. For the duration of the Subscription Term, nuwacom grants the Customer a non-exclusive, non-transferable, non-sublicensable right to use the Platform for its own internal business purposes, limited to the Service Plan and number of Authorized Users, and solely in accordance with these Terms (including the prohibited activities, other use restrictions and other requirements set forth herein) and the Documentation.
The Customer may only use the Platform for its own internal business purposes. The Customer may not:
1. share access credentials with third parties;
2. allow use by Affiliates without nuwacom’s consent;
3. use the Platform or data derived from the platform to build, support or promote competing products; this prohibition applies whether such development is carried out by the Customer itself or by third parties on the Customer’s behalf;
4. modify, adapt, or hack the Service or otherwise attempt to gain unauthorized access to the Service or related systems or networks;
5. license, sublicense, sell, resell, rent, lease, transfer, assign, distribute or time share any rights granted by these Terms to any third party, except as authorized herein or with nuwacom’s prior written approval;
6. use the Service to store or transmit files, materials, data, text, audio, video, images or other Customer Content that infringes on any person’s intellectual property rights and any privacy rights;
7. use the Service in any manner that interferes with or disrupts the integrity or performance of the Service and its components;
8. attempt to decipher, decompile, reverse engineer or otherwise discover the source code of the Platform, the nuwacom website or the Service; or
9. probe, scan, or test the vulnerability of any system or network of nuwacom or breach any security or authentication measures.
10. Affiliates of the Customer are not entitled to access or use the Services under these Terms. Any such permitted use shall be subject to the terms of these Terms, and the Customer shall remain fully responsible for its Affiliates’ compliance.
nuwacom is under no obligation to deliver or make available any source code.
References to legal rights, including nuwacom’s intellectual property notices, brand names and product names, may not be removed, concealed or altered by the Customer.
The Platform must not be used for high-risk AI systems as defined under the EU Artificial Intelligence Act (Regulation (EU) 2024/1689) or similar applicable laws, unless expressly agreed with nuwacom in writing.
Third-Party Services. Customer may connect Third Party Services (e.g. Google Drive, Microsoft OneDrive, Confluence, Slack). These are governed solely by the provider’s terms. nuwacom is not responsible for their availability, functionality, security or performance, and the Customer remains fully responsible for compliance with third-party agreements. By integrating with Third Party Services, Customer authorizes nuwacom to (i) disclose, collect, process, and retain Customer’s login, data, and related information, and (ii) access, use, process, and combine data from the Third Party Services provider with Customer Data as necessary to provide the nuwacom Services. If a provider changes or discontinues its features, content, or pricing, this may affect the related nuwacom functionality. In such cases, nuwacom may adapt, limit, or discontinue the affected integration or feature without liability to the Customer or third parties. The Customer remains responsible for any separate agreements with third-party providers and for ensuring ongoing compliance with their terms of use.
Subcontractor Services. nuwacom may arrange for one or more Subcontractors to provide certain parts of the Services. In any event, each Party shall be liable for the actions of its Subcontractor, including the provisions of these Terms, which shall apply to them to the same extent as if such Party had committed such action directly.
API. If nuwacom provides an API, its use is subject to these Terms and any developer guidelines and the Documentation. nuwacom may modify or discontinue the API at any time. nuwacom reserves the right to modify or discontinue the API at any time with or without notice.
Customer Feedback. The Customer grants nuwacom a worldwide, non-exclusive, perpetual, irrevocable, royalty-free license to use, distribute, disclose, and incorporate into nuwacom’s services any suggestions, enhancement requests, recommendations, corrections or other feedback provided by Customer or its Authorized Users relating to the operation of the nuwacom Services. Customer shall not be entitled to any compensation.

6. Use of AI Services

Certain functionalities of the Platform rely on AI Services. The availability and scope of these AI Services depend solely on the respective provider. Use of such services is subject to the provider’s applicable terms and policies, which the Customer must comply with:
1. Microsoft Azure
  – Enterprise AI Services Code of Conduct: https://learn.microsoft.com/en-us/legal/ai-code-of-conduct
  – Acceptable Use Policy: https://www.microsoft.com/en-us/microsoft-365/legal/docid12
  – Product Terms: https://www.microsoft.com/licensing/terms/product/ForOnlineServices/all
2. Amazon Bedrock
  – Acceptable Use Policy: https://aws.amazon.com/aup
  – Service Terms: https://aws.amazon.com/service-terms/
  – Responsible AI Policy: https://aws.amazon.com/ai/responsible-ai/policy/
3. Google Cloud Platform
  – Acceptable Use Policy: https://cloud.google.com/terms/aup
  – Service-Specific Terms: https://cloud.google.com/terms/service-terms
4. The latest applicable terms and policies are available on the respective provider’s website.
The Customer acknowledges that the results obtained through the use of AI Services depend on various factors, including the quality, accuracy, and specificity of the input provided by the Customer. The Customer is solely responsible for verifying the accuracy, completeness, and suitability of any AI-generated content before using it in its business.
nuwacom does not warrant or represent the scope, availability, accuracy, completeness, reliability, or adequacy of the AI Services or of the content generated by the AI Services. Use of AI Services and any content generated by them is at the Customer’s own risk.
Any violation of a provider’s terms by the Customer may result in suspension or termination of access to the relevant services. nuwacom shall not be liable for restrictions or limitations of the Platform resulting from the Customer’s breach of a provider’s terms.
Where applicable, nuwacom has entered into agreements (including data processing agreements and EU Standard Contractual Clauses) with hosting providers to ensure that Customer Data is processed in accordance with EU data protection laws. Unless the Customer explicitly selects otherwise, Customer Data under nuwacom’s control is stored at rest in the EU. Certain AI Services may offer different deployment modes (e.g., Global vs. DataZone/EU-only) or optional capabilities; in such cases, prompts and/or outputs may be processed outside the EU unless an EU-only option is configured. If processing occurs outside the EU, EU-approved safeguards (Standard Contractual Clauses, adequacy decisions, or the EU-US Data Privacy Framework) apply.
No training on Customer Data (per provider terms): To the extent stated in the providers’ terms, Customer Data (including prompts and outputs) is not used to train the providers’ foundation models without Customer permission (e.g., Google Cloud Service-Specific Terms §17; AWS Bedrock FAQs). Customer remains responsible for any optional settings that enable storage/retention or fine-tuning.
The Platform processes Customer Data strictly segregated from third-party data at all times. nuwacom will not use Customer Data to train or otherwise optimize third-party AI Services. Customer Data will not be disclosed, directly or indirectly, to third parties for this purpose.
When the nuwacom agent joins a meeting to record or generate notes, it will post an in-meeting message informing participants that note-taking is active. The Customer may exclude meetings from recording or remove the agent at any time.
Regulatory compliance: The Customer is responsible for ensuring that its use cases comply with applicable laws and regulations (including, where relevant, obligations under the EU Artificial Intelligence Act).

7. Free Trials

Access to Free Trials. nuwacom may, at its discretion, offer the Customer access to the Platform or certain Services on a free trial basis for a limited period of time as decided by nuwacom (“Free Trial”). The scope and duration of any Free Trial shall be determined by nuwacom and communicated to the Customer.
Terms of Use. During a Free Trial:
(a) the Services are provided solely for evaluation purposes;
(b) no service levels, warranties, or availability commitments apply;
(c) nuwacom may suspend or terminate the Free Trial at any time, without liability, and without prior notice;
(d) the Customer shall comply with all other terms of these Terms.
Conversion to Paid Subscription. At the end of the Free Trial period, the Customer may choose to enter into a paid Service Plan for the Services. Unless the Customer enters into such an agreement, access to the Services will automatically terminate.
Data Handling at the End of the Free Trial. Upon termination of the Free Trial, nuwacom may delete any Customer Content and/or Customer Data provided or generated during the Free Trial, unless the Customer has converted to a paid Service Plan. The Customer is responsible for exporting any data it wishes to retain prior to the end of the Free Trial.
Disclaimer. Free Trials are provided “as is” without any warranties of any kind. To the maximum extent permitted by law, nuwacom disclaims all express, implied, or statutory warranties, including but not limited to warranties of merchantability, fitness for a particular purpose, accuracy, non-infringement, or uninterrupted availability.

8. Beta Services

From time to time, nuwacom may provide access to features or services that are not yet generally available (“Beta Services”). Beta Services are offered for evaluation only, may be changed or discontinued at any time, and may contain errors.
Beta Services are provided “as is” without service levels, warranties, or guarantees. Unless agreed otherwise, information about Beta Services is confidential. Access to a Beta Service ends when nuwacom releases a general version or withdraws the Beta.

9. Intellectual Property

Ownership. All rights, title and interest in and to the nuwacom Services, the Platform, software, documentation, logos, trade names, trademarks and other materials provided by nuwacom (together, “nuwacom IP”) remain the exclusive property of nuwacom or its licensors. No ownership rights are transferred to the Customer under these Terms.
nuwacom shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable and perpetual license to use, host, store, reproduce, modify, create derivative works of, communicate, publish, publicly display, publicly perform and distribute Customer Data for the limited purpose of allowing nuwacom to provide and improve the Services. Customer represents and warrants that (i) Customer owns all rights to the Customer Data or otherwise has (and will continue to have) all rights and permissions necessary to use, share, display, transfer and license the Customer Data in the manner set forth herein, and (ii) such use by nuwacom will not infringe or violate the intellectual property rights of any third party.
Any Customer Contributions will be distributed by nuwacom and its Affiliates to its general customer base. Accordingly, Customer hereby assigns to nuwacom and its Affiliates, without further consideration, any intellectual property rights in and to such Customer Contributions (and agrees to assign in writing any such future intellectual property rights upon creation), provided that Customer retains a non-exclusive, royalty-free license to use such intellectual property rights for its own internal purposes.

10. Confidentiality and Privacy

Any Confidential Information of a Party or its Affiliates (the “Disclosing Party”) that is disclosed by or on behalf of the Disclosing Party to the other Party (the “Receiving Party”) or its directors, officers, employees, or Subcontractors as a result of or in connection with the provision of the Services shall be deemed to be “Confidential Information” of the Disclosing Party to the extent expressly identified or otherwise reasonably identifiable as such.
nuwacom shall implement appropriate technical and organisational measures to ensure the security of the Platform and to maintain the integrity and confidentiality of the data and information provided or entered by the Customer (“Customer Data”) in accordance with Articles 32 et seq. GDPR and other applicable data protection and information security laws.
Customer shall not upload or otherwise transmit to the Platform any documents or other files that contain harmful components (such as viruses, Trojans, worms or other malware) or that could otherwise compromise the security or integrity of the Platform or nuwacom’s systems. The Customer shall take reasonable precautions to ensure that all documents and files transmitted to the Platform are free of such harmful components.
Upon termination of the Service Plan, each Party shall, upon request, return, anonymize or securely delete all Confidential Information (including copies), unless statutory retention duties apply. The confidentiality obligations survive termination.
nuwacom may collect Anonymized Data for security, analytics, and service improvement. Customer Data will be processed in accordance with the General Data Protection Regulation (EU) 2016/679 (“GDPR”) and other applicable data protection laws. Customer acknowledges and authorizes nuwacom, as a necessary part of providing the Services, to process, use, and aggregate Anonymized Data, and nuwacom is authorized to use, combine, disclose, analyze, and create derivative works of Anonymized Data, including for dashboards and reports, without restriction under this agreement or the data processing agreement. With respect to the foregoing, Customer shall ensure that the processing, use and aggregation complies with applicable data protection laws; provided however that nuwacom shall be responsible for proper anonymization. Where nuwacom processes personal data on behalf of the Customer, the Data Processing Agreement (DPA) available at http://www.nuwacom.ai/legal/dpa applies. By accepting these Terms, the Customer also accepts and agrees to the DPA, which forms an integral part of the contractual relationship.
Customer Data will not be used to train third-party AI models and will always be processed separately from other customers’ data.
Where the Customer falls under the scope of Regulation (EU) 2022/2554 on digital operational resilience for the financial sector (“DORA”), the supplementary DORA Addendum published by nuwacom shall additionally apply and is incorporated into these Terms by reference.

11. Remedies for Breach and Liability

nuwacom is liable without limitation for damages caused by wilful misconduct or gross negligence.
Except where such limitations or exclusions are prohibited by law, nuwacom’s liability (i) is limited to breaches of essential contractual obligations and (ii) is capped at the foreseeable and typical damages for this type of contract, up to the fees paid by the Customer in the twelve (12) months preceding the damaging event.
The above limitations do not apply to liability for injury to life, body or health, fraudulent concealment of defects, the assumption of a guarantee, or liability under mandatory product liability law.
nuwacom is not liable for indirect or consequential damages (including lost profits, revenue, goodwill or data), nor for damages resulting from third-party services, integrations, or outputs generated by third-party AI Services.
Any further liability is excluded.
Except as expressly stated in this Agreement, the Platform and the Services are provided “as is” and “as available”. nuwacom makes no representations, warranties, or conditions of any kind-whether express, implied, statutory, or otherwise-about the Platform or Services, including without limitation any warranties of merchantability, fitness for a particular purpose, accuracy, reliability, availability, or non-infringement. nuwacom does not guarantee that the Services or results will be error-free, uninterrupted, or suitable for any specific purpose, nor that they will meet the Customer’s expectations. nuwacom is not responsible for: any acts or omissions by the Customer in connection with its use of the Services, the accuracy or legality of content or data uploaded by the Customer, or third-party systems, software, or integrations used with the Services. To the fullest extent permitted by law, nuwacom disclaims any warranties against viruses, malicious code, or other harmful components that may arise in connection with the Services. Any warranties or representations relating to third-party tools, data sources, or integrations are solely the responsibility of those third-party providers.
While nuwacom uses advanced AI and automation to process information supplied by the Customer, the Customer remains responsible for reviewing, validating, and relying on any outputs or insights generated.

12. Indemnification

The Customer shall indemnify and hold nuwacom harmless from all claims, damages, or costs, asserted by third parties including reasonable legal fees — including third-party providers of AI Services — arising out of:
(a) the Customer’s use of the Platform or generated outputs in violation of applicable law or third-party rights; or
(b) the Customer’s breach of the requirements of third-party AI service providers or of applicable acceptable use policies, or (c) nuwacom’s use of the Customer Contributions.
No Waiver of Other Remedies. nuwacom’s other statutory and contractual rights and remedies remain unaffected.
Customer Remedy. In the event that nuwacom determines that a third party infringement claim is likely to be brought against Customer, or such claim is likely to be successful, nuwacom may use reasonable endeavours: (a) to procure for User the right to keep using the affected Services, or (b) to supply to User functionally equivalent, non-infringing Services, or (c) to modify the Services so that they become non-infringing, provided that, if nuwacom determines that the above actions are not reasonably practicable, nuwacom may terminate the Subscription Term by notice in writing in which case nuwacom shall refund to Customer the prorated amount of fees paid under the applicable Service Plan which was subject of the third party infringement claim, elapsed from the effective date of applicable Subscription Term.
Exclusive Remedy. This Section states the entire liability of nuwacom and its Affiliates, and User’s sole and exclusive remedy as well as that of any person or entity claiming through them, in relation to any third party claim.

13. Remuneration, Payment, and Default

The Customer shall pay the fees for the selected subscription plan plus any applicable value-added tax (VAT). Where the reverse-charge mechanism applies, the Customer must provide a valid VAT ID. Unless otherwise stated, fees are charged per Authorized User. Subscription fees are billed electronically at the beginning of each billing period and are payable within fourteen (14) days.
If payment is late, nuwacom may charge statutory default interest.
nuwacom may reasonably adjust subscription fees to reflect justified changes in its cost structure, including but not limited to costs of AI providers, infrastructure, operations, personnel, or taxes. Fee changes will be notified in writing (email sufficient) and take effect no earlier than fourteen (14) days after notice. If an increase exceeds ten percent (10%) during a contract term, the Customer may terminate the subscription for cause with four (4) weeks’ notice, effective before the new fees apply.
For renewals, unless otherwise agreed, the subscription will renew at nuwacom’s then-current subscription fees applicable to the selected plan, as notified to the Customer before the start of the new term.
nuwacom may suspend the Customer’s access to the Platform if the Customer is in payment default, violates these Terms or applicable law, or if suspension is required for legal, regulatory, or security reasons. Access will be restored once the issue is resolved. In case of repeated or serious breaches, nuwacom may permanently suspend access and terminate the Services for cause. Permanently suspended Customers may not re-register.
nuwacom may remove Customer Content that violates these Terms or applicable law if the Customer does not remove it after notice.
If the Services are purchased through a Partner, invoicing and payment are handled between the End Customer and such Partner. nuwacom’s commercial terms with the Partner remain unaffected by this arrangement.

14. Contract Term and Cancellation

Term and Renewal. Paid subscriptions begin on the date of the Service Plan and renew automatically for the same term (monthly or annual) unless cancelled in time. For monthly subscriptions, either Party may cancel with at least 7 days’ notice before the end of the current billing period. For annual subscriptions, either Party may cancel with at least 30 days’ notice before the end of the then current Service Plan.
Termination for Cause. The contract may be terminated at any time by either Party without notice for good cause. Good cause shall include, without limitation, circumstances where:
1. a Party materially breaches essential contractual obligations and fails to remedy the breach within a reasonable cure period set by the other Party, unless setting a cure period would be unreasonable;
2. insolvency, liquidation or similar proceedings are applied for or initiated against a Party’s assets, or rejected due to insufficient assets;
3. repeated breaches despite prior warning;
4. in the case of nuwacom, the Customer is in default with at least two successive payments or a substantial portion thereof.
5. a change of control of the Customer that materially affects nuwacom’s legitimate interests
Data Return. Before termination, the Customer may export its data using the Platform’s export function. After termination, nuwacom will delete Customer Data in line with its data retention policies and cannot guarantee availability. Termination does not relieve payment obligations accrued before termination.

15. Other Provisions

Entire Agreement: These Terms, together with any applicable subscription and the Data Processing Agreement (DPA), form the entire agreement between nuwacom and the Customer and replace any prior agreements. Customer terms and conditions do not apply, even if referenced in any purchase order.
Assignment. The Customer may not transfer these Terms without nuwacom’s consent. nuwacom may transfer the provision of these Terms or Service Plan in connection with a merger, acquisition, or corporate reorganization and will notify the Customer in such case.
Amendments. nuwacom may update these Terms or the Services to reflect legal, technical, or feature changes. Material updates will be notified by email at least fourteen (14) days in advance. Customers may terminate the Services before the effective date if they do not agree. Non-material updates (e.g., editorial or contact changes) take effect upon publication at https://nuwacom.ai/general-terms-of-service-04-11-25/. This amendment right does not apply to fundamental changes to the Agreement’s subject matter or core obligations. No termination right applies to updates required by law, for security or compliance reasons, or that are solely beneficial or not disadvantageous to the Customer.
Severability. If any provision of these Terms is or becomes invalid, the validity of the remaining provisions shall not be affected.
Force Majeure. Neither Party is liable for failure to perform obligations due to events outside its reasonable control, such as natural disasters, strikes, or legal orders.
Export Control & Sanctions. The Customer may not use the Services in violation of EU or international export control or sanctions laws. In particular, the Customer confirms that it is not subject to EU or UN sanctions and will not allow access to the Services from prohibited jurisdictions.
Governing Law and Jurisdiction. These Terms are governed by Luxembourg law. Disputes shall be subject to the courts of Luxembourg City, without prejudice to mandatory statutory provisions or nuwacom’s right to bring claims at the Customer’s general place of jurisdiction.

Download Terms of Service