NIZU OÜ — Terms of Service

NIZU WorkSpace

Table of Contents

1. Parties, Scope and Acceptance
2. Description of Service
3. Subscription Plans, Payment and Support
4. Limitation of Liability and No-Refund Policy
5. Client Responsibilities
6. Suspension and Termination
7. Amendments
8. General Provisions
9. Contact Information

1. Parties, Scope and Acceptance

1.1 Parties

These Terms of Service (hereinafter: "Terms" or "Agreement") constitute a legally binding contract between NIZU OÜ, a private limited company incorporated under the laws of the Republic of Estonia, VAT number EE102264113, with its registered address at Harju maakond, Tallinn, Lasnamäe linnaosa, Lõõtsa tn 5, 11415, Estonia (hereinafter: "NIZU", "we", "us", or "Company"), and any legal entity or natural person acting in a commercial capacity that subscribes to, accesses, or uses the NIZU WorkSpace platform (hereinafter: "Client" or "you").

1.2 Acceptance

By subscribing to the Service, activating an account, or accessing any part of the NIZU WorkSpace platform, the Client unconditionally accepts these Terms in their entirety. If the Client does not accept these Terms, the Client must not use the Service.

1.3 Governing Law — Jurisdictional Limitation

⚠️ EXCLUSIVE JURISDICTION

These Terms are governed exclusively by the laws of the Republic of Estonia and applicable European Union law.

No foreign legal system, regulatory authority, arbitral body, or court outside the Republic of Estonia and the European Union is recognised as having jurisdiction over any matter arising from or connected with these Terms.

Any claim, action, or proceeding must be brought exclusively before the competent courts of the Republic of Estonia, seated in Tallinn.

2. Description of Service

2.1 NIZU WorkSpace

NIZU WorkSpace is a subscription-based cloud workspace platform provided by NIZU OÜ. The Service is provided strictly within the scope of the Client's active subscription plan. No functionality, support, or service level is guaranteed beyond what is expressly specified in the applicable subscription plan.

2.2 Service Delivery Dependency — Hetzner GmbH

The Service is delivered using infrastructure provided by Hetzner GmbH (Germany). Accordingly, the reliability, availability, and data integrity guarantees of the Service do not exceed, and are strictly limited by, the guarantees provided by Hetzner GmbH under their own Terms and Conditions, available at:

https://www.hetzner.com/legal/terms-and-conditions/

⚠️ DATA AND BACKUP GUARANTEE

NIZU OÜ does not provide any data storage or backup guarantee beyond that offered by Hetzner GmbH under their Terms and Conditions.

The Client acknowledges that data stored on NIZU servers is subject to the same limitations, exclusions, and force majeure provisions applicable to Hetzner GmbH infrastructure.

The Client is solely responsible for maintaining independent backups of any data stored within the NIZU WorkSpace platform.

3. Subscription Plans, Payment and Support

3.1 Subscription-Based Service

Access to the Service, including all features, support entitlements, and response time windows, is strictly conditioned upon the Client's active and paid subscription plan. NIZU reserves the right to modify, restrict, or suspend access to the Service at any time if payment obligations are not fulfilled.

3.2 Zero-Payment Subscribers

⚠️ ZERO-PAYMENT PLANS — ZERO SUPPORT

Where a Client subscribes to a plan with a subscription fee of zero euros (€0) — including but not limited to plans provided to non-governmental organisations (NGOs), non-profit organisations, charitable organisations, or any other entity granted complimentary access:

• NIZU provides no support whatsoever, in any form, whether technical, operational, or otherwise.
• No response time commitment, service level, or remediation obligation applies.
• No data recovery, uptime guarantee, or incident response is provided.
• The Client acknowledges and accepts that the Service is provided entirely on an "as-is, as-available" basis with zero service level commitments.

3.3 Support Response Windows by Plan

For paid subscription plans, NIZU shall endeavour to respond to support requests within the time window associated with the applicable plan. These are response time windows only — they do not constitute a guarantee of resolution, problem-solving, or any specific outcome within the stated period.

⚠️ RESPONSE WINDOW IS NOT A RESOLUTION GUARANTEE

The support response windows above apply only to the initial acknowledgement of a support request.

Under no circumstances does a response time window imply, guarantee, or create any obligation as to the time within which any issue, fault, or defect will be resolved.

NIZU does not guarantee the resolution of any technical issue within any defined timeframe, regardless of subscription plan.

4. Limitation of Liability and No-Refund Policy

4.1 Absolute Exclusion of Liability for Software-Caused Damage

⚠️ ZERO LIABILITY FOR SOFTWARE-CAUSED DAMAGE — READ CAREFULLY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

NIZU OÜ ACCEPTS ZERO LIABILITY, whether in contract, tort (including negligence), statute, or otherwise, for any damage, loss, cost, expense, liability, or harm of any nature whatsoever — whether direct, indirect, incidental, special, consequential, exemplary, or punitive — caused to the Client, its employees, contractors, customers, or any third party, arising from or in connection with:

• (a) the use of, or inability to use, the NIZU WorkSpace platform or any feature thereof;
• (b) any malfunction, error, bug, defect, outage, interruption, or degraded performance of the platform;
• (c) any data loss, data corruption, or failure of data backup;
• (d) any failure of infrastructure, including Hetzner GmbH infrastructure;
• (e) any security incident, data breach, or unauthorised access;
• (f) any modification, suspension, or discontinuation of the Service.

This exclusion applies regardless of the size, scale, or nature of the damage — whether to a micro-enterprise or a large corporation, and whether the damage is trivial or catastrophic.

NIZU CANNOT BE HELD LIABLE AT ANY LEVEL FOR ANY DAMAGE CAUSED BY ITS SOFTWARE.

4.2 No-Refund Policy

⚠️ NO REFUNDS

All subscription fees paid to NIZU OÜ are non-refundable.

NIZU does not issue refunds under any circumstances, including but not limited to:

• Service outages or degraded performance;
• Dissatisfaction with the Service;
• Early termination of the subscription by the Client;
• Technical failures, data loss, or security incidents.

The Client acknowledges and accepts this no-refund policy as a fundamental condition of the Agreement.

4.3 Aggregate Liability Cap

In the event that any court of competent jurisdiction determines that NIZU bears any liability to the Client notwithstanding the exclusions set out in this Section 4, NIZU's total aggregate liability to the Client shall not exceed the total subscription fees actually paid by the Client to NIZU in the three (3) calendar months immediately preceding the event giving rise to the liability.

5. Client Responsibilities

5.1 Client as Independent Data Controller

The Client is solely responsible for all data, content, configurations, and operations carried out within the Client's Workspace. The Client acts as an independent Data Controller under the GDPR in respect of all personal data processed within its Workspace. NIZU acts solely as a Data Processor in accordance with the Data Processing Agreement (DPA).

5.2 Client's End-Users

⚠️ NO RESPONSIBILITY FOR THE CLIENT'S END-USERS

NIZU accepts no responsibility, obligation, or liability of any kind in relation to:

• (a) the Client's own customers, users, employees, contractors, or any third parties who access the Client's Workspace;
• (b) any data processing carried out by the Client in respect of its own users;
• (c) any GDPR compliance obligations owed by the Client to its own users.

The Client shall indemnify and hold harmless NIZU from any claim, penalty, or cost arising from the Client's data processing activities within the Workspace.

5.3 Acceptable Use

The Client must not use the Service for any unlawful purpose, in violation of applicable law, or in a manner that damages, disrupts, or overloads NIZU's infrastructure or the experience of other clients.

6. Suspension and Termination

6.1 NIZU's Right to Suspend or Terminate

NIZU reserves the right, at its sole discretion, to suspend or terminate the Client's access to the Service with immediate effect and without prior notice in the following circumstances:

• Non-payment of subscription fees;
• Material breach of these Terms;
• Violation of applicable law;
• Any use of the Service that causes or threatens harm to NIZU's infrastructure, reputation, or other clients;
• Instruction from a competent regulatory or judicial authority.

6.2 Effect of Termination

Upon termination, NIZU shall have no obligation to retain or make available data stored within the Client's Workspace beyond the period specified in the applicable DPA. The Client is solely responsible for exporting its data prior to termination.

7. Amendments

NIZU reserves the right to amend these Terms at any time. Material amendments shall be notified to the Client by email at least thirty (30) calendar days prior to the effective date. Continued use of the Service after the effective date constitutes acceptance of the amended Terms.

8. General Provisions

8.1 Entire Agreement

These Terms, together with the applicable Order Form, the Data Processing Agreement, and the GDPR Policy, constitute the entire agreement between the parties and supersede all prior agreements, representations, and understandings.

8.2 Severability

If any provision of these Terms is held invalid or unenforceable, it shall be modified to the minimum extent necessary to make it valid and enforceable. The remaining provisions continue in full force.

8.3 Waiver

No failure or delay by NIZU in exercising any right under these Terms shall constitute a waiver of that right.

9. Contact Information

— END OF TERMS OF SERVICE —

NIZU OÜ Terms of Service v1.0 · Tallinn, Estonia · 01-01-2026