Legal information

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: 25.11.2025

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

1. 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.

2. 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.

3. 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.

4. 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.

5. 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.

6. 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

1. “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.

2. “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.

3. “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.

4. “Authorized User” is any natural person who is granted access to the Platform by the Customer with their own access credentials

5. “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.

6. “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.

7. “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.

8. “Customer, You, Your” means any individual or entity and its Affiliates using the nuwacom website and/or the Services.

9. “Customer Content” is Content that you or your Authorized Users provide to us or upload to the Platform manually or programmatically via API.

10. “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.

11. “Customer Data” means the data and information provided or entered into the Platform by the Customer, including any meeting recordings, audio, transcriptions and summaries.

12. “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.

13. “End Customer” means a customer of a Partner who has purchased access to the Services under an agreement with such Partner.

14. “Enterprise Customer” means any Customer which has concluded a Work Order with Nuwacom.

15. “nuwacom”, “us”, “we”, “our” means the relevant nuwacom entity as described in Section 2.1.

16. “nuwacom Group” means nuwacom and its Affiliates.

17. “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.

18. “Platform” means nuwacom’s cloud-based SaaS patform for AI-powered productivity and applications

19. 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.

20. “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.

21. “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.

22. “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.

23. “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.

24. “Website Customer” means any Customer which has not concluded a Work Order with nuwacom.

25. “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

1. 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.

2. 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.à.r.l., 20 rue des Peupliers, L-2328 Luxembourg.

3. 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.

4. 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.

5. 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.

6. 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

1. 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.

2. 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.

3. 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.

4. 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.

5. 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.

6. 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

1. 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.

2. 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.

3. nuwacom is under no obligation to deliver or make available any source code.

4. 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.

5. 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.

6. 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.

7. 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.

8. 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.

9. 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

1. 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.

2. 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.

3. 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.

4. 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.

5. 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.

6. 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.

7. 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.

8. 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.

9. 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

1. 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.

2. 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.

3. 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.

4. 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.

5. 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

1. 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.

2. 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

1. 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.

2. 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.

3. 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

1. 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.

2. 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.

3. 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.

4. 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.

5. 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.

6. Customer Data will not be used to train third-party AI models and will always be processed separately from other customers’ data.

7. 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

1. nuwacom is liable without limitation for damages caused by wilful misconduct or gross negligence.

2. 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.

3. 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.

4. 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.

5. Any further liability is excluded.

6. 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.

7. 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

1. 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.

2. No Waiver of Other Remedies. nuwacom’s other statutory and contractual rights and remedies remain unaffected.

3. 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.

4. 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

1. 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.

2. If payment is late, nuwacom may charge statutory default interest.

3. 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.

4. 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.

5. 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.

6. nuwacom may remove Customer Content that violates these Terms or applicable law if the Customer does not remove it after notice.

7. 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

1. 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 3 months’ notice before the end of the then current Service Plan.

2. 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

3. 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

1. 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.

2. 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.

3. 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.

4. Severability. If any provision of these Terms is or becomes invalid, the validity of the remaining provisions shall not be affected.

5. 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.

6. 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.

7. 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.

Enterprise Specific Terms of Service

Last Updated: 19.01.2026

These Enterprise Specific Terms form part of the nuwacom General Terms of Service (“Terms” or “Terms of Service”) and are only applicable to Enterprise Customers. Capitalized terms used but not defined in these Enterprise Specific Terms of Service have the meaning given to them in the Terms of Service.

A. Definitions

When used in the Terms with the initial letters capitalized, in addition to terms defined elsewhere in the Terms, the following terms shall have the following meanings.

“Development Services” means the design, configuration, implementation, or customization of software or functionality for an Enterprise Customer, as described and explicitly mentioned as such in the applicable Work Order, and any related documentation or deliverables, as further described in Section C.

“Consultancy Services” means the professional or advisory services provided by nuwacom to the Enterprise Customer, including but not limited to onboarding, optimization, configuration, workflow analysis, and other project-based support, as further described in Section D.

“Self-Managed Hosting” means the deployment of the nuwacom Platform within the Enterprise Customer’s own infrastructure or hosting environment, as further described in Section E of these Enterprise Specific Terms.

“Service Level Agreement or “SLA” means the performance and availability commitments described in Section B of these Enterprise Specific Terms, including applicable response times and service credits.

B. Service Level Agreement

I. Applicability of the Service Level Agreement

1. This Service Level Agreement is part of the Terms of Service between nuwacom and the Customer to the extent that the use of the Platform is part of this Agreement. It shall apply in addition to the Terms of Service and shall prevail over the Terms of Service.

2. The SLA shall not apply to services or service components that are provided by third parties and that may be offered in conjunction with services from nuwacom. In particular, this SLA shall not apply to functions of the Platform that are provided using LLMs.

II. Definitions

“Uptime” refers to the percentage figure that indicates the availability of the Platform’s servers per calendar year, with planned Scheduled maintenance times excluded from the calculation of this key figure.

“Service Credits” means days of Services for Enterprise Customers added to the end of the Term at no charge to the Customer or, where the Agreement renews automatically, an equivalent discount applied to the next applicable invoice.

“Scheduled maintenance times” refers to the times during which maintenance work is carried out on the Platform, which has been notified to the Customer in advance within a reasonable timeframe. Scheduled maintenance times shall not be taken into account when calculating Uptime and, accordingly, Downtime. nuwacom shall use commercially reasonable efforts to avoid scheduled maintenance times between 6:00 and 18:00 CET.

“Support Business Hours” means the hours during which nuwacom provides standard technical support to Enterprise Customers, being Monday through Friday, from 9:00 a.m. to 6:00 p.m. Central European Time (CET/CEST), excluding public holidays in Luxembourg and Germany.

III. Service Credits

1. For the duration of the contract, nuwacom shall provide the Platform with a Service Availability of at least 99.9% Uptime (“Service Availability”). Where reasonably possible, nuwacom will provide at least 24 hours’ advance notice to the Customer of any scheduled maintenance expected to exceed thirty (30) minutes. Scheduled maintenance times notified in advance will not be counted as downtime. If nuwacom fails to meet the Service Availability in a given calendar month, the Customer will be eligible to receive the Service Credits described below. This Service Availability SLA sets out the Customer’s sole and exclusive remedy for any failure by nuwacom to meet the Service Availability.

2. The number of Service Credits to be issued shall be determined as follows:

1. The aggregate maximum number of Service Credits to be issued by nuwacom to the Customer in a single calendar month will not exceed fifteen (15) days of Services for Enterprise Customers.

2. Service Credits may not be exchanged for, or converted to, monetary amounts. If the Customer’s account is fully paid and the Agreement does not renew, the Service Credits shall be applied as additional service days at the end of the Term.

3. If the Customer renews, the Service Credits shall instead be applied as a one-time discount on the next invoice following the relevant service period.

IV. Malfunctions

1. The Customer may notify nuwacom of a malfunction of the Platform or access to the Platform.

2. A report shall only be considered an official malfunction notification if it is sent by the Customer by email to support@nuwacom.ai or via a ticket on the nuwacom service desk portal, and contains an adequate description of the symptoms of the malfunction.

3. nuwacom may publish malfunctions on a status website. If a malfunction notification from the Customer refers to a malfunction that nuwacom itself has published, a reference to the malfunction published on the status website is sufficient for an adequate description.

4. nuwacom shall assign a severity level to a malfunction notification submitted by the Customer and shall prioritise its responses and update intervals based on this classification.

5. The following degrees of severity apply:

   1. Critical: The Platform is not available or does not respond. The Customer is unable to use the Platform and there is no temporary workaround. First response time is set to 2 hours.

   2. High: Contractually agreed core functionalities of the Platform are not usable for the majority of the Customer’s Users and no appropriate workaround is available. First response time is set to 8 hours.

   3. Low: The Platform is available, but errors or problems occur that can only be circumvented by means of an appropriate temporary workaround. First response time is set to 16 hours.

6. First response time refers to the timeframe beginning with Customer submitting an Incident report and nuwacom team responding with a solution or with clarification questions. All first response times are calculated during Support Business Hours.

V. Exclusions

Insofar as disruptions or other non-availability of the Platform result from one or more of the following causes, this shall not be considered downtime and the SLA shall not apply in this respect:

• Malfunction or failure of the Customer’s network infrastructure, devices and/or other systems,

• Use of the Platform in a manner contrary to the terms of the contract,

• Use of the Platform through or by integration into the services of a third party,

• Disruption or failure of the Internet,

• Force majeure, including but not limited to natural disasters, wars, strikes, riots, national or global pandemics or similar events beyond nuwacom’s control,

• Outages or failures caused by AI Services,

• Maintenance or updates performed in accordance with this SLA.

C. Development Services

I. Scope of Application

These terms for Development Services shall apply in addition to the Terms of Service. They shall apply if the Parties agree on the provision of additional (individual) Development Services by nuwacom. This Section shall take precedence over the Terms of Service if and to the extent that this Section regulates a matter that is also regulated in the Terms of Service.

II. Scope of Development Services

1. The scope of the agreed Development Services to be provided by nuwacom, in particular but not limited to intended functions, compatibility, other features, any agreed deadlines, documentation to be provided and other details, are set out in the Work Order in conjunction with any other documents or descriptions to which the Work Order expressly refers.

2. Within the scope of the Development Services, nuwacom is not obliged to provide installation, instruction or training of the Users or any other consulting services, unless expressly agreed otherwise. Development Services are provided on a reasonable-efforts basis, unless expressly guaranteed in the Work Order.

3. nuwacom is not obliged to deliver or provide a source code, unless expressly agreed otherwise.

III. Rights of Use

1. nuwacom grants a non-exclusive, non-sublicensable, non-transferable right to use the Development Services worldwide in accordance with the contract. Unless expressly agreed otherwise, the right of use shall terminate automatically when the Customer stops using the Platform. nuwacom retains all intellectual property rights in the Development Services and any derivative works thereof.

2. For the avoidance of doubt, nuwacom is entitled to permanently integrate Development Services for the Customer into the standard services of the Platform or into other services offered and to grant corresponding rights of use to third parties, without this giving rise to any further rights on the part of the Customer.

IV. Warranty

1. In the event of defects, the Customer shall be entitled to the statutory warranty rights. However, nuwacom shall have the right to decide whether a defect is to be remedied by repair or replacement.

2. Warranty claims relating to nuwacom’s Development Services shall be subject to a limitation period of one year. Claims for damages due to defects shall remain unaffected by this provision; in this respect, the Terms of Service shall continue to apply.

3. If the Customer notifies nuwacom of the existence of a defect and it subsequently becomes apparent during nuwacom’s activities that a defect did not exist, nuwacom shall be entitled to invoice the corresponding expenses in accordance with the price list.

V. Customer’s Duty to Cooperate

If the provision of the Development Services by nuwacom requires the timely performance of one or more acts of support or cooperation by the Customer (“Duty to Cooperate”), nuwacom shall inform the Customer thereof and specify a period of time within which the Duty to Cooperate must be performed in order to enable nuwacom to provide the Development Services. If nuwacom sets a reasonable deadline, the Customer shall be obliged to fulfil these obligations to cooperate within the deadline, otherwise nuwacom shall be entitled to adjust any agreed deadline for the provision of the Development Services.

VI. Acceptance

Unless the Enterprise Customer notifies nuwacom in writing of any material and reproducible defect within five (5) calendar days after delivery of the Development Services or related deliverables, such Development Services shall be deemed accepted. Minor or immaterial deviations do not prevent acceptance.

If a timely and valid notice of defect is given, nuwacom shall, at its discretion and expense, correct the defect or re-perform the affected portion of the Development Services within a reasonable period. After such correction or re-performance, the deliverables shall be deemed accepted unless the Enterprise Customer notifies nuwacom in writing of any continuing defect within three (3) days of redelivery.

D. Consultancy services

I. Scope of Application

These terms for Consultancy Services shall apply in addition to the Terms of Service. They shall apply if the parties agree on the provision of additional Consultancy Services by nuwacom. This Section shall take precedence over the Terms of Service if and to the extent that this Section regulates a matter that is also regulated in the Terms of Service.

II. Scope and Provision of the Consultancy Services

1. The specific scope, duration and form of the agreed Consultancy Services provided by nuwacom are set out in the Work Order or any other individual agreement between the Parties.

2. nuwacom is authorised to use external experts, partner companies or other third parties to provide the Consultancy Services.

III. Rights of Use

nuwacom grants the Customer a non-exclusive, non-sublicensable, non-transferable right to use the results and interim results of the Consultancy Services, in particular but not limited to service descriptions, documentation including training material, reports, consultancy documents, charts, diagrams and images (“Work Results”) worldwide in accordance with the terms of the contract. The Work Results may be used only for the Customer’s internal business purposes.

E. Self-Managed Hosting

I. Scope of Application

These terms for Self-Managed Hosting apply in addition to the Terms of Service. They apply if the Customer hosts the Platform on their own systems. This Section prevail over the Terms of Service to the extent that a deviating provision is made regarding the same subject matter. The application of this Section excludes the application of the Service Level Agreement.

II. Installation

1. If the Parties agree on Self-Managed Hosting of the Platform, nuwacom will provide the Customer with access to a repository at the agreed time, which contains the files and content required for the installation and operation of the Platform on the Customer’s system.

2. The Customer agrees to keep the access to the repository confidential and to neither make it accessible to third parties nor allow third parties to gain access in any form.

3. The files and content provided in the repository may only be used for the contractual installation and operation of the platform. Any use beyond this is not permitted.

4. The installation of the Platform on the Customer’s system is the sole responsibility of the Customer. nuwacom is not obliged to perform the installation unless explicitly agreed upon by the Parties.

III. Data Protection & Data Security

1. nuwacom provides the Platform in compliance with Applicable Data Protection Laws, including the GDPR. The responsibility for implementing and managing data protection and security measures in the context of using the Platform on the Customer’s own systems lies solely with the Customer. The Customer is obligated to ensure, independently and at their own responsibility, that all necessary measures to comply with Applicable Data protection Laws (including the GDPR) are in place.

IV. Obligations upon Contract Termination

1. Upon termination of the contract for Self-Managed Hosting, the Customer is obligated to promptly:

   1. cease use of the Platform immediately;

   2. ii.fully and permanently delete the Platform and all program copies (including backup copies) from their systems; and

   3. iii. return any materials and documentation provided by nuwacom at their own expense. The Customer must keep the access to the repository confidential and not disclose it to third parties or enable third parties to access it.

1. For the avoidance of doubt, nuwacom shall not be responsible for the security, availability, or integrity of the Platform once installed in the Customer’s environment.

V. Backup Copy

1. The Customer is entitled to create a backup copy of the files provided in the repository solely for backup purposes.

2. This backup copy must be labeled as such and must include a copyright notice in favor of nuwacom.

3. If nuwacom provides the Platform and the necessary files for installation and operation in a way that allows the Customer to re-download these contents as needed, the creation of a backup copy is not permitted.

F. Jurisdiction Specific Terms

If the Enterprise Customer is established or has its principal place of business in Germany, the contracting entity shall be nuwacom GmbH. This Agreement shall be governed by and construed in accordance with the laws of Germany, excluding its conflict of laws rules.

The courts having jurisdiction at the registered seat of nuwacom GmbH shall have exclusive jurisdiction over any dispute arising out of or in connection with this Agreement, unless mandatory applicable law provides otherwise.

Data Processing Agreement

Last Updated: 27.10.2025

1. Preamble

This Data Processing Addendum (“DPA”) forms part of the Service Agreement between nuwacom (or “Processor”) and Customer (or “Controller”).

In providing the Services under the Agreement, nuwacom may process Personal Data on behalf of the Customer in accordance with Applicable Data Protection Laws.

In the event of a conflict between this DPA and the Agreement, this DPA shall prevail.

2. Definitions

“Applicable Data Protection Law” refers to (i) the European General Data Protection Regulation 2016/679 (GDPR) and any applicable national data protection legislation, including in particular the Luxembourg Loi du 1er août 2018 portant organisation de la Commission nationale pour la protection des données et mise en œuvre du règlement (UE) 2016/679,  (ii) the UK Data Protection Act 2018 (“UK GDPR”), or (iii) the Swiss Federal Act on Data Protection 1992 (“Swiss DPA”).
“Authorized Sub-processors” means processors engaged by the Processor to assist in the fulfilment of its obligations. Sub-processors may also include third parties or Affiliates of the Processor.

“Personal Data Breach” means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Personal Data transmitted, stored or processed by the (Sub-)Processor.

“Instructions” means the written instructions from the Controller to the Processor for the processing of Personal Data, specifying how Personal Data is to be processed, including the transfer, type of processing, duration, purpose, type of Personal Data and categories of Data Subjects. Instructions must comply with the applicable data protection laws, in particular the GDPR, and must be issued in writing or in a documented electronic format. Changes or additions to these instructions also require a documented form.

“Sensitive Data” means Personal Data that is protected under a special legislation and requires unique treatment, such as “special categories of data”, “sensitive data” or other materially similar terms under Applicable Data Protection Laws, which may include any of the following: biometric or health information; information revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, genetic data or biometric data for the purpose of uniquely identifying a natural person, data concerning health or a person’s sex life or sexual orientation, or data relating to criminal convictions and offences.

“Service Agreement” means all relevant agreements and/or terms applicable to the Parties in connection with nuwacom Services including, as applicable, the nuwacom Terms of Service, the master services agreement, the Service Plan, and/or the Work Order, whichever are being applicable between the Parties.

“Supervisory Authority” means an independent authority responsible for monitoring the application of data protection law.

Controller, Data Subject, Processor, processing shall be interpreted within the meanings set out in the GDPR.

3. Scope of application

1. The Agreement shall apply to the collection, processing and deletion of all Personal Data that is the subject of the Service Agreement or that arises in the course of its implementation or becomes known to the Processor.

2. The subject matter and duration of the data processing as well as the scope, type and purpose of the intended processing of data are determined by the Service Agreement and Appendix 1.

3. Where enabled by the Customer, the Services may record, transcribe, and summarize meetings through the nuwacom agent. Meeting recordings, transcripts, and summaries constitute Customer Data and are processed by nuwacom solely on behalf of the Customer for the purpose of generating meeting summaries, follow-ups, and related analytics. The Customer determines which meetings are recorded and remains solely responsible for determining the lawful basis for such recording, obtaining any required notices or consents from participants, and configuring which meetings the nuwacom agent may join. Where enabled by the Customer, the Services may record and temporarily or permanently store meeting audio and video for the purpose of enabling transcription, summarization, playback, and related note-taking functionalities. nuwacom shall apply appropriate technical and organizational measures to protect the confidentiality and integrity of such recordings, including encryption in transit and at rest, access control, and secure deletion.

4. Responsibility and Authority to Issue Instructions

1. The Parties shall ensure compliance with Applicable Data Protection Laws. The Parties understand and agree that with regard to the processing of Personal Data, the Client is the Controller and the Contractor is the Processor. The Controller may at any time request the disclosure, rectification, adaptation, erasure or restriction of the processing of the data.

2. In order to ensure the protection of the rights of the Data Subjects, the Processor shall forward requests to the Controller and provide reasonable and technically feasible help.

3. Where such assistance exceeds usual and reasonable effort, the Processor may charge the Controller for the costs incurred.

4. For the avoidance of doubt, Customer’s instructions for the Processing of Personal Data shall comply with Applicable Data Protection Laws. Customer shall have sole responsibility for the accuracy, quality, and legality of Personal Data and the means by which Customer acquired Personal Data. Where required by Applicable Data Protection Laws, Customer shall configure and utilize the consent management features of the Services, including dual-party consent functionality, to ensure lawful recording, processing, and use of audio or other communications. Without limitation, Customer will provide all necessary notices to relevant Data Subjects, including a description of the Services, and secure all necessary permissions and consents, or other applicable lawful grounds for Processing Personal Data pursuant to this DPA and/or under Applicable Data Protection Laws, and shall indemnify, defend and hold harmless any claim, damages or fine against nuwacom arising from any failure to acquire or use the Personal Data with legal consent or legitimate business purpose or in violation of any Applicable Data Protection Laws. nuwacom will inform Customer, if in nuwacom’s opinion an instruction infringes any provision under any Applicable Data Protection Laws and will be under no obligation to follow such instruction, until the matter is resolved in good-faith between the parties.

5. The Processor may only process data within the framework of the Controller’s Instructions, unless the law of the Union or of the Member State to which the Processor is subject obliges the Processor to do otherwise (e.g. investigations by law enforcement or state security authorities); in which case the Processor shall notify the Controller of these legal requirements prior to processing, unless the law in question prohibits such notification on grounds of important public interest (Art. 28(3)(2)(a) GDPR).

6. The Processor must immediately inform the Controller if the Processor believes that an instruction violates data protection regulations.

7. The Processor shall not use the data for any other purposes and in particular shall not be authorised to disclose it to third parties. Copies and duplicates shall not be created without the knowledge of the Controller, except for necessary backups.

8. Except as otherwise authorized, the processing of Personal Data on behalf of the Controller shall take place exclusively within the territory of the European Union. Processing in a country outside the territory referred to in sentence 1 is only permitted if it is ensured that the level of protection guaranteed by the GDPR is not undermined, taking into account the requirements of Chapter V of the GDPR.

9. The Processor shall ensure that natural persons under the Processor’s authority who have access to data only process such data on the Instructions of the Controller. The Controller shall grant the Processor consent to process the data outside the Processor’s premises (e.g. working from home, mobile working) on the basis of the processing situation determined at http://trust.nuwacom.ai .

5. Compliance with Mandatory Legal Obligations by the Processor

• The Processor shall ensure that the persons authorised to process Personal Data have committed themselves to confidentiality or are subject to an appropriate statutory duty of confidentiality and shall provide evidence of this to the Controller upon request. This also includes the information about the obligations to follow instructions and adhere to the purpose for which the data was collected that exist in this data processing relationship.

• The Processor shall make available to the Controller the information necessary to demonstrate compliance with regard to the principles of proper data processing, including the implementation of the necessary Technical and Organisational Measures (Art. 5(2), Art. 24(1) GDPR). Such information may be provided through certifications, compliance reports, or other reasonable documentation that are available at http://trust.nuwacom.ai.

• The Processor shall appoint a data protection officer who shall perform the relevant duties in accordance with the statutory provisions. The contact details of the data protection officer are heyData GmbH, Schützenstr. 5, 10117 Berlin, datenschutz@heydata.eu.

6. Ensuring the Technical and Organisational Measures

1. The Parties agree that the Processor shall implement the technical and organisational measures described in the Trust Center at http://trust.nuwacom.ai and in Appendix 2.

2. These measures are deemed an integral part of this Agreement and may be updated by the Processor from time to time to reflect technical progress, provided that such updates do not reduce the overall level of security.

3. Technical and organisational measures are subject to technical progress. The Processor may implement alternative adequate measures, provided that such updates do not reduce the overall level of security of the Services.

4. Processor may use external auditors, from time to time, to verify the adequacy of its Personal Data processing security measures (each an “Audit”). Audits are performed at least once annually at Processor’s expense by an independent auditor selected at Processor’s discretion, such auditor delivering a confidential audit report (an “Audit Report”). Upon Controller’s written request (and no more than once per annum), Processor will make available to Controller a copy of the most recent Audit Report. Controller agrees that the Audit Report satisfies any audit right granted by Applicable Data Protection Laws. If an Audit Report does not provide the sufficient necessary information or Controller is required to respond to a regulatory authority audit for which the Audit Report is not sufficient, then the Controller shall notify Processor at least ten (10) business days in advance, and the Parties shall develop a jointly agreed-upon audit plan that includes: (a) appointment an independent third party auditor; (b) the necessary access period during business hours; (c) billing to Controller at Processor’s then-current rates; (d) occurs no more than once annually; and (f) restricts its findings to only data relevant to Controller. All information disclosed pursuant to this clause shall be treated as Confidential Information. The transfer of Personal Data to a third country (outside the EEA) may take place under the conditions specified in Articles 44 et seq. of the GDPR.

7. Personal Data Transfers

1. Processor shall only process Personal Data on documented instructions from Controller, including with regard to transfers of Personal Data to a third country or an international organization, unless required to do so by Applicable Data Protection Laws to which Data Processor is subject. For purposes hereof, this DPA serves a set of documented Instructions from Controller to Processor.

2. The Controller authorizes Processor to transfer Personal Data to its Authorized Subprocessors including transfers to countries outside the Data Controller’s country.

3. Before transferring Personal Data to a country different from where it was first collected, the Data Processor will take reasonable measures to comply with Applicable Data Protection Laws, including implementing appropriate safeguards where required.

4. Restricted Transfers outside the EEA and Switzerland: Where Customer is a Controller of the Personal Data protected by GDPR, then (i) Module 2 of the EU SCCs applies between Customer as “data exporter” and nuwacom as “data importer” on the following basis: (ii) in Clause 7, the optional docking clause will apply, (iii) in Clause 9, Option 2 will apply, and the time period for prior notice of Sub-Processor changes shall be fifteen (15) days; (iv) in Clause 11, the optional language shall not apply, (v) in Clause 17, Option 1 will apply, and the EU SCCs will be governed by Luxembourg law, (vi) in Clause 18(b), disputes shall be resolved before the courts of Luxembourg, (vii) For Annex 1, Parties’ addresses, contact details, etc. are described in the definitions of the Parties provided in this DPA; the appointed contact person for the Processor is described in this DPA; the description of the transfer is set forth in Appendix 1 of this DPA, the competent supervisory authority shall be defined in accordance with clause 13 of the EU SCCs; (viii) Annex 2 to the EU SCCs will be deemed to incorporate Appendix 2 to this DPA and (xi) Annex 3 to the EU SCCs will be the Authorized Sub-processors. Where Customer is a Controller of Personal Data protected by the Swiss DPA, then Module 2 of the EU SCCs applies between Customer as “data exporter” and nuwacom as “data importer” on the preceding basis and additionally: (i) in Clause 13 the competent supervisory authority shall be the Swiss Federal Data Protection and Information Commission; (ii) the term Member State must not be interpreted in such a way as to exclude Data Subjects in Switzerland from enforcing their rights in their place of habitual residence in accordance with Clause 18(c), (iii) all references to GDPR in this Addendum are also deemed to refer to the Swiss DPA, and (iv) the EU SCCs also protect the Personal Data of legal entities until such time as a revised Swiss DPA enters into force.

5. Restricted Transfers outside the United Kingdom:

   1. In respect of Personal Data subject to UK GDPR, the Parties agree (i) to rely on the Applicable EU SCCs as completed in Section 7.4 and as amended by the UK Addendum, (ii) the details shall be deemed to be completed as set forth in Section 7.4, (iii) the UK SCCs shall be incorporated by this reference and form an integral part of this DPA and that (iv) Data Controller shall be “Data Exporter” and Data Processor shall be “Data Importer”.

   2. The Applicable EU SCCS will have the following modifications (i) Table 1 of the UK Addendum shall be populated as follows: “Start date: As set forth in the Service Agreement, Parties’ details: as set forth in this DPA and in the Service Agreement; and Key Contact: See this DPA and/or the Service Agreement”; (ii) Table 2 of the UK Addendum refers to the EU SCCs as defined in this DPA with details and applicable clauses described in Section 7.4; (iii) Table 3 of the UK Addendum shall be populated as follows: “The Appendix Information means the information which must be provided for the selected modules as set out in the Appendix of the Approved EU SCCs (other than the Parties), and which for this Addendum is set out in: Annex 1A: List of Parties: as defined in the DPA, Annex 1B: Description of Transfer: as set forth in Appendix 1 and other sections of the DPA, Annex II: Technical and organisational measures including technical and organisational measures to ensure the security of the data: as set forth in Appendix 2 of the DPA, Annex III: list of Sub processors: Authorized Sub-processors, and (iv) in Table 4 of the UK Addendum, either party may end the UK Addendum in accordance with its terms and the respective box for each is deemed checked.

   3. Mandatory Clauses: the Mandatory Clauses of the Approved Addendum, being the template Addendum B.1.0 issued by the ICO and laid before Parliament in accordance with s119A of UK GDPR on 2 February 2022, as it is revised under Section ‎‎18 of those Mandatory Clauses.

8. Notification of Breaches by the Processor

The Processor shall inform the Controller without undue delay after becoming aware of a Personal Data Breach. This applies in particular with regard to the reporting obligation pursuant to Art. 33(2) GDPR, as well as to the corresponding obligations of the Controller pursuant to Art. 33 and Art. 34 GDPR. The Processor agrees to appropriately assist the Controller in fulfilling its obligations under Articles 33 and 34 GDPR where necessary. The Processor may only make notifications pursuant to Art. 33 or 34 GDPR on behalf of the Controller following prior instructions except where required by law..

9. Deletion and Return of Data

Data carriers and data records provided shall remain the property of the Controller.

1. Upon 30 days following termination or expiration of the Service Agreement the Processor shall delete all Customer Data, documents, processing and usage results, as well as data sets (including any copies or reproductions thereof) that came into its possession in connection with the contractual relationship, in compliance with Applicable Data Protection Laws. A deletion log may be requested by the Controller in writing. Data sets may be returned to the Controller via the provided export interfaces that enable the Controller to secure the data accordingly. The Controller shall ensure that the data records are backed up before the end of the service period if necessary, as later access is no longer possible due to implemented automated deletion processes. Backup copies (backups), if any, are deleted in accordance with Applicable Data Protection Laws no later than 90 days after termination of the Service Agreement.

2. The Processor may retain documentation that serves as proof of proper and contractual data processing, in accordance with the applicable retention periods, even beyond the end of the Service Agreement.

10. Sub-Processors

1. The Processor may engage additional processors (sub-processors). The basic requirements for the lawfulness of the processing shall remain unaffected. The current list of Authorized Sub-Processors is available at http://trust.nuwacom.ai. The Controller consents to their engagement. The Customer may object on reasonable grounds relating to data protection within fifteen (15) days of receiving such notice. If the Customer objects, the Parties will discuss in good faith to resolve the objection. Services provided by third parties that support the execution of the contract, such as telecommunications services, are not considered subcontractor services under this provision. However, the Processor is obligated to make appropriate and legally compliant contractual agreements and to take control measures to ensure the protection and security of the Controller’s data, even when using outsourced ancillary services.

2. If a new Sub-processor is engaged by the Processor, the Processor must ensure that its contractual agreements with the Sub-processor are structured to ensure that the level of data protection is at least equivalent to the agreement between the Controller and the Processor, and that all contractual and legal requirements are met. This is particularly important regarding the implementation of appropriate Technical and Organisational Measures to ensure a satisfactory level of processing security.

3. Information about the categories of Sub-processors engaged by the Processor and the nature of their data protection obligations is available at http://trust.nuwacom.ai. This information constitutes the Controller’s right of access under this Agreement. The Processor may provide additional information about sub-processor obligations upon written request where required to demonstrate compliance with applicable law.

4. If the Sub-processor fails to meet its data protection obligations, the Processor shall be liable to the Controller for the Sub-processor’s compliance with these obligations.

11. Final Provisions

1. This Agreement may be updated by the Processor from time to time. Updates will be communicated to the Controller via the Trust Center or other suitable means. Continued use of the Services after 30 days constitutes acceptance of the updated Agreement.

2. Instructions from the Controller are limited to the configuration options available within the Services. Such instructions are deemed to be issued by the Controller through its authorised account administrators.

3. This agreement shall be governed by the laws of Luxembourg. The place of jurisdiction is Luxembourg City.

4. Any right of retention by the Processor regarding Personal Data processed on behalf of the Controller and the associated data carriers, provided they are owned by the Controller, is excluded.

5. Should individual provisions of this agreement be invalid or unenforceable, this shall not affect the validity of the remaining provisions. The invalid or unenforceable provision shall be replaced by a valid and enforceable provision that most closely reflects the intent pursued by the Parties with the invalid or unenforceable provision. The above provisions shall apply accordingly in the event that the agreement proves to be incomplete.

Appendix 1: Processing Operations

1. HOW WE COLLECT PERSONAL DATA

nuwacom collects Personal Data through the following means: (i) nuwacom Platform; (ii) Customer communications; (iii) AI Service providers and (iv) platform integrations.

1. DESCRIPTION AND NATURE OF PROCESSING ACTIVITIES AND SERVICES

General features: Services include the provision of an AI-driven data extraction and information processing tool, allowing users to upload or connect their own documents (contracts, reports, communications, etc.) and retrieve structured insights or answers.

nuwacom agent: To provide automated meeting note-taking, transcription, and summarization functionality within the nuwacom Platform, strictly on behalf of the Customer, and to store such summaries and transcripts in the Customer’s workspace, and to enable the Customer to view, edit, or delete them.

1. CATEGORIES OF DATA SUBJECTS

• Employees of the Controller

• Third parties who have been authorised by the Controller (e.g. Affiliates, service providers, consultants or agencies) or whose data is contained in the content.

• nuwacom agent: Meeting participants

1. FREQUENCY OF PROCESSING

Continuous

1. CATEGORIES OF PERSONAL DATA PROCESSED AND SPECIFICS ON PROCESSING

• Professional contact or profile data (e.g. first and last name, e-mail address, position, department, location, as well as other required or voluntary profile information)

• Login data (e-mail address, password or data transmitted by the Controller via the SSO procedure (claims))

• Content (other personal data transmitted to the Processor by Users of the Controller or contained in Controller’s data)

• Usage data (e.g. IP address, device properties, access times, user ID)

nuwacom agent meeting recording and note-taking feature:

• Customer and Authorized Users determine the identity of the persons which are part of the conversations and content analyzed by the Services, and the type and nature of any Personal Data (if any) exchanged in such conversations or included in such content. nuwacom has no control over the identity of the Data Subjects whose Personal Data is processed on behalf of Customer and over the types of Personal Data Processed. The Services are not intended for the Processing of Sensitive Data. At Customer’s selection, the Services may also be used to capture voice identifiers relating to Authorized Users, for speaker identification and call cataloging purposes.

• Retention and Deletion. Unless otherwise instructed by the Customer, recordings and associated transcripts shall be retained only for as long as necessary to provide the Services or as configured by the Customer. When the Customer deletes a recording or terminates the relevant account, nuwacom shall permanently and irreversibly delete the recording from active systems and remove it from backups within thirty (30) days.
  
   

Appendix 2: Technical and Organisational Measures.

nuwacom’s Technical and Organisational Measures can be found at http://trust.nuwacom.ai

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Last Updated: 27.10.2025

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