Terms

Version: 1.0
Effective date: 29.10.2025

1. Scope and Acceptance

These Terms govern your use of the websites, portals and pages operated by NiCode GmbH ("Website") and, where referenced in an Order Form, the provision of NiCode’s B2B outreach services ("Services"). By accessing the Website or by executing an Order Form that references these Terms, you accept them on behalf of a business entity and represent that you have authority to bind that entity. These Terms apply to businesses only; the Services are not offered to consumers.

Order of precedence. If there is a conflict, the following prevails in this order: (i) a signed Order Form (including statements of work), (ii) a signed Data Processing Agreement (DPA), (iii) these Terms, (iv) any documents linked from these Terms.

2. Definitions

Client: the business entity that purchases or tests the Services.
Order Form: a document (digital or paper) executed by Client and NiCode describing the Services, term and commercial details.
Services: data/trigger‑driven discovery of prospects, personalized multi‑channel outreach, meeting booking assistance, and related reporting/optimization.
Website: public sites and portals controlled by NiCode.
DPA: the data processing agreement under Art. 28 GDPR if and to the extent NiCode processes personal data on behalf of Client.

3. Website Use

3.1 Permitted use. You may browse the Website, request information, and, if provided with credentials, access a Client portal.
3.2 Acceptable use. You will not: (a) attempt to gain unauthorized access to the Website or related systems, (b) introduce malware, (c) copy, frame or mirror the Website other than for normal use, (d) use the Website to send unsolicited communications, (e) perform load tests or scans without written consent.
3.3 Third‑party links. The Website may link to third‑party sites or services. NiCode is not responsible for them.

4. Services Overview (high level)

4.1 What NiCode does. NiCode builds prioritized lead lists using public and licensed sources and signal triggers, runs personalized outreach (primarily email and LinkedIn) using dedicated sending domains, monitors deliverability, and assists in booking meetings in Client’s calendar.
4.2 Client responsibilities. Client provides basic inputs (ICP, case studies, calendar link/availability) and timely approvals where required. Client ensures any product claims are accurate and lawful.
4.3 No install required. Services do not require changes to Client’s IT systems.
4.4 Platform rules. Outreach respects relevant platform rules and includes a functional opt‑out in each email.
4.5 Order Form controls. Specific workloads, targets and timelines are set in the Order Form.

5. Intellectual Property

5.1 Background IP. Methods, templates, playbooks, code, models and tools developed or licensed by NiCode before or independent of the engagement remain NiCode’s property.
5.2 Deliverables. Upon full payment under the Order Form, Client receives a non‑exclusive, perpetual right to use deliverables created for Client’s internal business purposes.
5.3 Feedback. Suggestions or feedback may be used by NiCode without restriction.

6. Confidentiality

Each party will protect the other party’s non‑public information with reasonable care and use it only to perform or receive the Services. This does not apply to information that is public, independently developed, or rightfully received from a third party. Legally required disclosures are permitted with notice where lawful.

7. Data Protection

7.1 Roles. Where NiCode uses its own prospecting dataset and determines the means and purposes of outreach, NiCode acts as an independent controller under GDPR. Where NiCode processes personal data on documented instructions from Client (e.g., running campaigns, handling replies, list hygiene, transfer to Client CRM), NiCode acts as processor; in that case the parties will enter into a DPA per Art. 28 GDPR.
7.2 Privacy Notice. Processing on the Website is explained in NiCode’s Privacy Notice linked in the footer.
7.3 Sub‑processors and transfers. NiCode may use sub‑processors and will ensure appropriate safeguards for third‑country transfers, including EU Standard Contractual Clauses where applicable.
7.4 Deletion and suppression. After contract end, campaign personal data is deleted or anonymized within a reasonable period unless law requires retention. Suppression lists may be kept to respect future objections to marketing.

8. Warranties and Disclaimers

8.1 Website. The Website is provided “as is.”
8.2 Services. NiCode will perform the Services with reasonable skill and care. NiCode does not guarantee specific business outcomes (e.g., a particular revenue result or response rate).
8.3 No legal advice. NiCode does not provide legal or compliance advice; Client is responsible for the lawfulness of its own marketing and product claims.

9. Liability

9.1 Cap. For slight negligence, NiCode’s aggregate liability arising from or related to the Services is limited to the total fees paid or payable by Client for the Services in the six (6) months immediately preceding the event giving rise to liability. If the claim relates solely to the Website and no fees were paid, the cap is EUR 1,000.
9.2 Exclusions. NiCode is not liable for lost profits, loss of business, loss of data, or indirect/consequential damages.
9.3 Unlimited liability. The above limitations do not apply to liability for intent, gross negligence, or injury to life, body or health where such liability cannot be limited by law.
9.4 Statutory rights. Mandatory statutory liability (e.g., under the German Product Liability Act) remains unaffected.

10. Indemnity

Client will defend and indemnify NiCode against third‑party claims to the extent arising from (a) Client’s unlawful instructions or content, (b) Client’s breach of applicable marketing or platform rules, or (c) product claims provided by Client.

11. Force Majeure

Neither party is liable for delays or failures caused by events beyond its reasonable control, provided the affected party uses reasonable efforts to mitigate.

12. Suspension and Termination

NiCode may suspend Website or portal access for security risk, non‑payment under an Order Form, or material breach. Either party may terminate an Order Form for cause upon material breach not cured within a reasonable cure period. Termination does not affect accrued rights.

13. Changes to the Terms

NiCode may update these Terms from time to time. Changes apply prospectively. For ongoing engagements governed by an Order Form, the Order Form controls unless updated by written agreement.

14. Governing Law and Venue; B2B Status

These Terms and any non‑contractual obligations arising out of them are governed by German law. If permitted by law, exclusive venue is the courts at NiCode’s registered seat. Client represents that it is a business (merchant) and not a consumer.

15. Miscellaneous

15.1 Notices and form. Notices under these Terms may be given in text form (email sufficient) unless stricter form is required by law.
15.2 Assignment. Neither party may assign rights or obligations without the other party’s consent, except to an affiliate or in connection with a merger or sale of substantially all assets.
15.3 Severability. If any provision is invalid, the rest remains effective; the invalid provision is replaced by a valid one closest to the original intent.
15.4 No waiver. Failure to enforce is not a waiver.
15.5 Entire agreement. For the Website, these Terms are the entire agreement. For Services, they operate together with the applicable Order Form and DPA.

NiCode GmbH
Am Markt 5, 03130 Spremberg, Germany
Email: nick@nicode.co
Impressum and Privacy Notice: see footer links.