nadicode Terms of Service

The short version

This summary helps you read the Terms; it is not part of them, and the clauses below govern.

• These Terms are the stable part. What each product does, and the prices and usage you buy, are in the Service Terms and in the Portal. When those change, these Terms do not need to (clauses 2, 3 and 6).
• Agents are AI, and AI makes mistakes. An Agent can be wrong, and it can act in ways you did not intend. Check its work before it matters (clause 8).
• Your company is in charge of its Agents. What an Agent does with the access you give it is done on your company's behalf (clause 8).
• Your data stays yours. We do not train AI models on it, and we process it only to run the Service (clause 7).
• You can leave at any time, with your data and your Agents, and without an exit fee (clause 16).

1. Who We Are and Who May Use the Service

1.1. These Terms of Service (the "Terms") are entered into between NADICODEAI S.R.L., identified in the Legal Notice at portal.nadicode.ai/legal/legal-notice ("nadicode", "we", "us"), and the business accepting them ("Customer", "you").

1.2. The Service is offered only to businesses. By accepting these Terms, Customer confirms that it acts in the course of its trade, business, craft or profession and not as a consumer, and the person accepting confirms that they are authorised to bind Customer.

1.3. Customer accepts these Terms when the person creating Customer's account in the Portal at portal.nadicode.ai (the "Portal") accepts them and confirms their email address, as clause 19 describes. A person who later joins Customer's account uses the Service under the Terms Customer accepted.

2. The Documents That Form This Agreement

2.1. The agreement between Customer and nadicode consists of: these Terms; the Service Terms, which set the rules specific to each part of the Service; the Acceptable Use Policy; the Data Processing Agreement; and any order Customer places, including a purchase made in the Portal ("Order"). Each is published at portal.nadicode.ai/legal or attached to the Order, and each forms part of these Terms.

2.2. If they conflict, an Order prevails over the Service Terms, the Service Terms prevail over these Terms for the part of the Service they govern, and these Terms prevail over the Acceptable Use Policy. For the processing of personal data on Customer's behalf, the Data Processing Agreement prevails over all of them.

2.3. The Privacy Policy explains how nadicode processes personal data as a controller. It informs; it is not a contract term.

3. The Service

3.1. The "Service" is the software and services nadicode makes available to Customer under these Terms, as described in the Service Terms and in nadicode's documentation. It includes Nadia, nadicode's software for running AI Agents on Customer's computers; the Portal; and Alveare, nadicode's workspace app, when Customer uses it.

3.2. nadicode improves the Service over time, and may add, change or remove features, models and providers. Clause 17 governs changes that reduce what Customer pays for.

3.3. A feature nadicode labels as a preview or beta is offered as it is, may change or end without notice, and is excluded from clause 12.1.

4. Accounts and Users

4.1. Customer registers with an email address at its own business domain and keeps its account details, including its billing and tax details, accurate. nadicode may verify Customer's business identity, including its VAT number, and may refuse or close an account whose identity it cannot verify.

4.2. Customer is responsible for the people it lets use its account, for keeping their credentials secure, and for all activity under its account, including activity by its Agents.

4.3. Customer's administrators manage who belongs to Customer's account and what each person may do, using the controls the Portal provides.

5. Subscriptions and Renewal

5.1. A subscription runs for the billing period shown in the Portal when it is purchased and renews automatically for the same period until it is cancelled.

5.2. A subscription can be cancelled in the Portal at any time. Cancellation takes effect at the end of the billing period already paid, and the Service bought for that period remains available until then.

6. Fees, Payment and Taxes

6.1. Customer pays the prices shown in the Portal, or in the Order, at the time of purchase. What each price includes, such as the usage that comes with a subscription and the terms of prepaid usage and any trial usage, is set out in the Service Terms and shown in the Portal before Customer buys.

6.2. Fees are charged in euros, in advance, to the payment method Customer provides. Except where the law or these Terms provide otherwise, fees already paid are not refunded.

6.3. Prices are exclusive of VAT and other taxes. Where the reverse charge mechanism applies to a supply between businesses in different EU Member States, nadicode invoices without VAT and Customer accounts for it. If the reverse charge does not apply, nadicode adds the applicable VAT.

6.4. nadicode may change its prices with at least 30 days' notice. A new subscription price applies from Customer's next renewal after the notice period, and a new price for prepaid usage applies only to purchases made after it takes effect. Customer may cancel before a price change applies to it.

6.5. nadicode's usage records are the basis for measuring usage, unless they are manifestly wrong. Usage an Agent consumes, including usage caused by an Agent repeating work or following instructions in content it reads, is Customer's usage.

7. Customer Content and Personal Data

7.1. "Customer Content" means the data and content Customer, its people or its Agents submit to or produce through the Service, including what an Agent reads ("Input") and what it produces ("Output"). As between the parties, Customer owns its Customer Content, and nadicode assigns to Customer any rights it has in Output.

7.2. nadicode processes Customer Content only to provide, secure and support the Service and as Customer instructs. nadicode does not use Customer Content to train or improve AI models. The AI model providers that answer an Agent's requests process them under their own terms, as the Service Terms describe.

7.3. For personal data in Customer Content, Customer is the controller and nadicode its processor, under the Data Processing Agreement. Customer is responsible for having a lawful basis for the personal data it gives its Agents and for informing the people concerned.

7.4. Much of the Service runs on Customer's own computers, and Customer Content kept there stays under Customer's control. The Service Terms say which data leaves Customer's computers, and for what.

8. AI Output and Agents' Actions

8.1. Agents are powered by AI models. Output can be inaccurate, incomplete or out of date, can differ between one request and the next, and can present something false as fact. Output is not professional advice. Customer evaluates Output before relying on it or sharing it outside its company, and has a person review it wherever an error could cause harm.

8.2. Customer decides what each Agent may do and which systems, accounts and data it may use. An action an Agent takes within the access Customer gave it is taken on Customer's behalf and is attributable to Customer, including in Customer's relations with third parties.

8.3. Agents read content from outside Customer's control, which can contain instructions meant to turn an Agent against Customer's interest. nadicode builds safeguards against this, and no safeguard is complete. Customer reduces the risk by giving each Agent only the access its work needs, above all the access to take actions that cannot be undone.

8.4. Third-party services an Agent uses, including the apps Customer connects, are governed by their own terms. nadicode is not responsible for those services, for their availability, or for what they do to an account an Agent uses.

9. Acceptable Use and Customer's Legal Obligations

9.1. Customer uses the Service in line with the Acceptable Use Policy and the law.

9.2. Customer is responsible for the obligations the law places on it as the business using the Service, including those of a deployer of AI systems under Regulation (EU) 2024/1689 (the "AI Act"), its obligations towards its workers when Agents process their communications, and its obligations under data protection law.

9.3. Customer does not use the Service for the high-risk purposes listed in Annex III of the AI Act, for decisions based solely on automated processing that significantly affect a person within the meaning of Article 22 of Regulation (EU) 2016/679 (the "GDPR"), or for any practice the AI Act prohibits.

10. Intellectual Property

10.1. nadicode and its licensors own the Service and everything nadicode provides to run it. nadicode grants Customer a non-exclusive, non-transferable right to use the Service for its own business while these Terms last.

10.2. Customer does not reverse engineer the Service except where the law allows it, resell it, or use it to build a competing product.

10.3. Customer may give nadicode feedback, and nadicode may use it to improve the Service without obligation to Customer.

11. Confidentiality

11.1. Each party keeps the other's confidential information confidential, with at least reasonable care, and uses it only for this agreement. This does not apply to information that is public through no fault of the receiving party, that it already knew or developed independently, or that the law requires it to disclose, with notice where the law allows. This clause survives the end of these Terms.

12. Warranties and Disclaimer

12.1. nadicode provides the Service with the professional care reasonably expected of a provider of AI software, and the Service performs materially as its documentation describes.

12.2. Beyond clause 12.1, and to the extent the law allows, the Service is provided as it is and as available, without other warranties. Given the nature of AI described in clause 8, nadicode does not warrant that Output is accurate or that an Agent will always act as Customer intended.

13. Limitation of Liability

13.1. Nothing in these Terms limits liability for fraud, intent or gross negligence (Article 1229 of the Italian Civil Code), for death or personal injury, or any other liability the law does not allow to be limited.

13.2. Subject to clause 13.1, neither party is liable for loss of profits, revenue, business, goodwill or data, or for indirect or consequential loss.

13.3. Subject to clause 13.1, nadicode is not liable for loss caused by Output used without the review clause 8.1 calls for, by an action an Agent took within the access Customer gave it, or by a third-party service, unless the loss results from nadicode's breach of these Terms.

13.4. Subject to clause 13.1, each party's total liability under these Terms in any 12 months is limited to the fees Customer paid nadicode in the 12 months before the event giving rise to the claim. This limit does not apply to Customer's payment obligations or to clause 14.

14. Indemnification

14.1. Customer indemnifies nadicode against third-party claims, and the resulting damages and reasonable costs, arising from Customer Content Customer had no right to use, from actions of Customer's Agents within the access Customer gave them, or from Customer's breach of these Terms or of the law, except to the extent the claim results from nadicode's breach of these Terms. nadicode notifies Customer promptly of such a claim and lets Customer control its defence.

15. Suspension

15.1. nadicode may suspend all or part of the Service if a payment is overdue and remains unpaid 10 days after nadicode's notice, or where reasonably necessary because of a serious breach of the Acceptable Use Policy, a security risk, unlawful use, or a restriction imposed by a provider the Service depends on. nadicode limits any suspension to what the situation requires, tells Customer why as soon as it can, and restores access promptly once the cause is resolved.

16. Term, Termination, Exit and Switching

16.1. These Terms last while Customer has an account, until either party ends them under this clause.

16.2. Customer may end these Terms at any time by cancelling its subscriptions and closing its account in the Portal. Either party may end them if the other commits a material breach that remains unremedied 30 days after notice.

16.3. When these Terms end, Customer has at least 30 days to export the Customer Content nadicode holds, in open, documented formats, and nadicode keeps the Service available for that purpose. What Nadia keeps on Customer's computers, including its Agents' configurations, skills and memory, stays there. nadicode helps Customer move to another provider or to its own systems, as Chapter VI of Regulation (EU) 2023/2854 (the "Data Act") requires, and charges nothing for exporting or switching. After that period, nadicode deletes Customer Content as the Data Processing Agreement provides.

17. Changes to the Service and to These Terms

17.1. nadicode notifies Customer at least 30 days in advance of a change to the Service that materially reduces what Customer pays for.

17.2. nadicode may change these Terms, the Service Terms or the Acceptable Use Policy for a valid reason, such as a change in the Service, in the law or in the services the Service relies on. nadicode notifies Customer at least 30 days before a change takes effect, through the Portal and by email, and says what changes; a change the law requires may take effect sooner. A change does not apply retroactively.

17.3. If Customer does not accept a change, it may end these Terms before the change takes effect, without any fee and with the rights in clause 16.3.

18. Governing Law, Courts, Notices and General

18.1. These Terms are governed by Italian law, excluding its conflict-of-laws rules and the United Nations Convention on Contracts for the International Sale of Goods. The courts of Brescia, Italy, have exclusive jurisdiction over any dispute arising from these Terms.

18.2. nadicode sends notices to the contact details in Customer's account. Customer sends notices to the address in the Legal Notice.

18.3. Customer may not assign these Terms without nadicode's consent, except to a successor of its business. nadicode may assign them to a successor of its business. Neither party is liable for failures caused by events beyond its reasonable control. If a provision is invalid, the rest remains in force and the invalid provision is replaced by the valid one closest to its purpose.

18.4. These Terms are written in English. Where nadicode publishes an Italian version, the Italian version prevails for Customers established in Italy. nadicode keeps each version it publishes, and the Portal shows the version Customer accepted.

19. Specific Approval of Onerous Clauses (Clausole Vessatorie)

19.1. Pursuant to Articles 1341(2) and 1342 of the Italian Civil Code, Customer specifically approves the following clauses of these Terms, which have been individually identified and drawn to its attention, each with what it means for Customer's company:

• clause 5 (Subscriptions and Renewal): a subscription renews automatically for the same period until it is cancelled;
• clause 8 (AI Output and Agents' Actions): what Agents do with the access they are given is the company's responsibility, and nadicode is not responsible for third-party services;
• clause 12 (Warranties and Disclaimer): AI output can be wrong, and the Service carries no warranty beyond clause 12.1;
• clause 13 (Limitation of Liability): nadicode's liability is limited to the fees of the last 12 months and excludes indirect loss, except for fraud, intent or gross negligence;
• clause 14 (Indemnification): the company covers third-party claims caused by its data, its Agents' actions or its misuse of the Service;
• clause 15 (Suspension): nadicode may suspend access for non-payment, misuse or a security risk;
• clause 17 (Changes to the Service and to These Terms): nadicode may change the Service and these Terms with 30 days' notice, and the company may leave if it disagrees;
• clause 18 (Governing Law, Courts, Notices and General): Italian law applies, and the courts of Brescia decide disputes.

19.2. The person creating Customer's account gives this approval separately from accepting these Terms as a whole: they tick a dedicated box that names each of these clauses, and then sign the approval by confirming the one-time link nadicode sends to their email address, or, when they sign up with a Google or Microsoft account, while signed in with that account. This confirmation is a simple electronic signature within the meaning of Article 3(10) of Regulation (EU) No 910/2014. nadicode keeps, as evidence, who gave the approval, the version of these Terms, and when and from where it was given.