# PEPPOL GENERAL TERMS AND CONDITIONS > SERVICE AGREEMENT & GENERAL TERMS AND CONDITIONSProvider: NIZU OÜ (NIZU.io) NIZU.io is a specialized SaaS provider for PEPPOL-based e-invoicing and data exchange. NIZU OÜ is an Estonian entity dedica… - Page: https://dashboard.nizu.io/about/peppol_tos - Part of: Pages on NIZU — https://dashboard.nizu.io/llms.txt - Updated: 2026-10-25T11:50:03Z ## SERVICE AGREEMENT & GENERAL TERMS AND CONDITIONS **Provider:** NIZU OÜ (NIZU.io) NIZU.io is a specialized SaaS provider for PEPPOL-based e-invoicing and data exchange. NIZU OÜ is an Estonian entity dedicated to providing seamless digital connectivity and compliance solutions. These terms ensure transparency and clarity for our partnership. #### DEFINITIONS - **Client:** The legal entity or person entering into the Agreement for the use of NIZU services. - **Contractor/Provider:** **NIZU OÜ**, a private limited company registered in Estonia (Registry Code: **EE102264113**), trading as **NIZU.io**. - **SaaS (Software as a Service):** The PEPPOL access point services and software solutions provided via NIZU.io. - **Working Days:** Monday through Friday, excluding Estonian, Belgian, and Dutch public holidays. - **Days:** All calendar days. - **Agreement:** The service contract, including these General Terms, the Data Processing Agreement (DPA), and the specific Subscription Plan/Order Confirmation. --- #### 1 – QUOTATIONS AND OFFERS 1.1 All quotations and offers from NIZU are non-binding unless a specific acceptance period is stated. 1.2 NIZU cannot be held to quotations containing obvious clerical errors or mistakes. 1.3 Prices are exclusive of VAT and other government levies unless otherwise indicated. 1.4 A composite quotation does not oblige NIZU to perform part of the assignment for a proportional part of the price. #### 2 – CONCLUSION OF THE AGREEMENT 2.1 The Agreement is formed when the Client signs an order confirmation or completes the digital registration/subscription process on NIZU.io. 2.2 This Agreement supersedes all prior proposals, oral or written communication. 2.3 Unless otherwise agreed in writing, the Agreement is concluded for an **indefinite period** (subscription-based). #### 3 – CLIENT COOPERATION 3.1 The Client must provide all data (e.g., PEPPOL Participant IDs, technical metadata) necessary for the timely execution of the service. 3.2 The Client is responsible for the accuracy and completeness of all data provided to NIZU. 3.3 If the Client fails to provide necessary information, any resulting delays or additional costs shall be borne by the Client. #### 4 – SERVICE EXECUTION 4.1 NIZU shall perform the services to the best of its ability as a professional SaaS provider. This is a **best-efforts obligation** unless specific Service Level Agreements (SLAs) are expressly agreed upon. 4.2 NIZU reserves the right to involve third parties (e.g., sub-processors or infrastructure providers) to ensure the continuity of the SaaS platform. 4.3 NIZU maintains a secure digital log/file of transactions as required by PEPPOL regulations; these logs remain the property of NIZU. #### 5 – CONFIDENTIALITY & DATA 5.1 Both parties are obligated to maintain the confidentiality of sensitive information. 5.2 NIZU shall not use confidential Client data for any purpose other than providing the SaaS service, except where required by law or in legal proceedings. 5.3 Both parties shall impose these confidentiality obligations on any engaged third parties. #### 6 – INTELLECTUAL PROPERTY 6.1 All intellectual property rights related to the NIZU platform, software, and system designs remain the exclusive property of NIZU OÜ. 6.2 The Client is granted a non-exclusive, non-transferable license to use the software for its internal business purposes during the term of the Agreement. #### 7 – FEES AND PRICING 7.1 Fees are based on the selected subscription plan or actual usage (e.g., per-transaction fees). 7.2 NIZU is entitled to adjust rates annually or if external costs (e.g., infrastructure or regulatory levies) change significantly. 7.3 Fees are exclusive of VAT and any specific governmental levies. #### 8 – PAYMENT TERMS 8.1 Payment must be made within **30 days** of the invoice date without deduction or set-off. 8.2 If the Client is in default, NIZU may charge statutory interest. All collection costs, judicial and extrajudicial, are at the Client's expense. 8.3 NIZU reserves the right to suspend SaaS access immediately if the Client fails to provide security for payment or has overdue invoices. #### 9 – COMPLAINTS & UPTIME 9.1 Complaints regarding service defects must be submitted in writing within 15 working days of discovery. 9.2 A complaint does not suspend the Client’s payment obligation. 9.3 In the event of a justified service failure, NIZU may, at its discretion, repair the defect, provide a credit, or offer a proportional refund. #### 10 – SERVICE DELIVERY & TIMELINES 10.1 Delivery terms for custom integrations do not start until all required Client data and advance payments are received. 10.2 Stated timelines are indicative and not "fatal terms" unless expressly agreed in writing. #### 11 – TERMINATION 11.1 Either party may terminate the Agreement with **one month's notice** at the end of the current billing cycle, unless otherwise agreed in a specific plan. 11.2 Immediate termination is permitted if the other party enters liquidation, bankruptcy, or ceases operations. 11.3 Upon termination, NIZU shall facilitate the export of Client data (subject to fees) and the Client must cease use of the SaaS platform. #### 12 – LIABILITY 12.1 NIZU is not liable for damages resulting from incorrect information provided by the Client. 12.2 Total liability for NIZU is limited to a maximum of **twice the amount paid by the Client in the three months preceding the claim**, or a maximum of **€250**, whichever is lower. 12.3 NIZU is never liable for indirect or consequential damages, including lost profit, business stagnation, or data loss caused by third-party network failures. 12.4 The Client indemnifies NIZU against third-party claims arising from the Client's misuse of the PEPPOL network. #### 13 – INTERNET USE & SECURITY 13.1 Parties acknowledge the inherent risks of the internet (viruses, distortion, delays). NIZU is not liable for damages arising from electronic communication provided standard security measures are in place. 13.2 NIZU shall implement reasonable security protocols but does not guarantee the internet is 100% secure. #### 14 – LIMITATION PERIOD Any claims against NIZU lapse if not brought before a court within **one year** of the occurrence of the fact giving rise to the claim. #### 15 – APPLICABLE LAW AND JURISDICTION 15.1 This Agreement is governed exclusively by **Estonian Law**. 15.2 All disputes arising from this Agreement shall be submitted to the jurisdiction of the **Harju County Court** (Harju Maakohus) in Tallinn, Estonia.