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.

• Agents are AI, and AI makes mistakes. An Agent can be wrong, incomplete or out of date, and it can act in ways you did not intend. Check its work before you rely on it or before it reaches anyone outside your company (clauses 10 and 11).
• Your company is in charge of its Agents. You decide what each Agent may do, which accounts it may use and where a person must approve. What an Agent does within the access you give it is done on your company's behalf (clause 11).
• We run the Service with care. We keep it secure, we do not train AI models on your data, and we tell you before changes that affect you (clauses 14, 15 and 22).
• Our liability is limited, within what the law allows. We never limit liability for fraud, intent or gross negligence (clause 18).
• You can leave at any time. A subscription ends at the end of its month, and you take your data and your Agents with you, without an exit fee (clauses 5 and 20).

1. Preamble, Parties, Acceptance

1.1. These Terms of Service (the "Terms") are entered into between NADICODEAI S.R.L., a limited liability company registered in Romania, trade register no. J2026030859009, unique registration code (CUI) 54659885, VAT no. RO54659885, with registered office at Calea Circumvalațiunii 43, Timișoara, Romania ("nadicode", "we", "us"), and the business entity accepting these Terms ("Customer", "you").

1.2. These Terms govern access to and use of "Nadia", nadicode's installed software for operating AI Agents on business workflows with human oversight, delivered through portal.nadicode.ai (the "Portal"), "Alveare", nadicode's desktop app in which Customer's personnel and its Agents work in shared channels, on a server Customer owns, and related services (together, the "Service").

1.3. Customer accepts these Terms when the person creating Customer's account in the Portal ticks the box accepting them and confirms their email address. That person warrants that they are authorised to bind Customer. Customer warrants that it enters into these Terms as a business acting in the course of its trade, business, craft or profession, and not as a consumer.

1.4. A person who joins Customer's account by invitation, or by verifying an email address at Customer's domain, uses the Service under these Terms as accepted by Customer, and accepts them on joining.

1.5. The Service is offered only to business customers, as set out in clause 4.

2. How the Contract Is Concluded, Kept and Read

2.1. The contract is concluded in the Portal: the person creating the account enters their details, reads these Terms, the Acceptable Use Policy and the Privacy Policy through the links on the signup form, accepts these Terms, specifically approves the clauses listed in clause 24, and confirms their email address through the one-time link nadicode sends to it. Until the email address is confirmed, the person can correct any entry by returning to the form, and no contract exists.

2.2. These Terms are published at portal.nadicode.ai/legal/terms in a form Customer can print and save. nadicode keeps each version it publishes and the record of Customer's acceptance described in clause 24.3, and sends a copy of any version on request.

2.3. These Terms are written in English. Where nadicode publishes an Italian version, the Italian version prevails for Customers established in Italy.

3. Definitions

3.1. "Agent" means a persistent AI actor operating inside Nadia or Alveare and configured by or for Customer to perform business work.

3.2. "Action" means anything an Agent does beyond producing Output for a person to read, including sending or replying to messages, creating, changing or deleting data or files, operating software, and using an App Connection.

3.3. "App Connection" means an account of Customer or its personnel in a third-party application, such as a mailbox, that Customer authorises its Agents to use through the Service.

3.4. "Customer Data" means data, content and information that Customer or its authorized users submit to, or process through, the Service, including Inputs and Outputs.

3.5. "Input" means what Customer, its personnel or third parties provide to an Agent, and "Output" means the text, data, files and other content an Agent produces.

3.6. "Usage" means the model inference and workflow execution an Agent performs to carry out Customer's work. Usage is covered first by the Included Usage Allowance and then by the Extra Usage balance, both defined in clause 6.

3.7. "Order" means the online signup flow, subscription selection, or other document by which Customer subscribes to the Service.

3.8. "Subprocessor" means a third party engaged by nadicode to process Customer Data in connection with the Service.

3.9. "Upstream Model Provider" means a third-party AI model provider whose models are made available through OpenRouter and used to power an Agent.

3.10. "Member Account" means one authorized user's commercial account within Customer's company in the Portal. Each Member Account has its own optional subscription, Included Usage Allowance, Extra Usage balance, and model-access key.

3.11. "Installation" means one installed instance of Nadia connected to a Member Account.

4. Accounts, Users, Credentials

4.1. Customer must register for an account with an email address at its company's own domain. nadicode may verify Customer's VAT number against the EU VAT Information Exchange System (VIES) and may refuse or suspend an account whose business identity it cannot verify.

4.2. Customer is responsible for maintaining the confidentiality of account credentials and for all activity that occurs under its account, including activity by users it authorizes and by its Agents.

4.3. Customer shall keep its account information, including billing and VAT details, accurate and up to date, and shall promptly notify nadicode if its VAT number is invalidated, suspended, or changed.

4.4. Customer is responsible for the acts and omissions of its authorized users as if they were Customer's own.

4.5. Company owners and admins can manage Customer's members and all its Member Accounts, including subscriptions and usage. Other members manage their own Member Account. Joining the company does not start a subscription; an administrator needs no paid subscription merely to administer the company.

4.6. Signing an Installation out of the Portal ends its Portal authorization and retains its local model key, settings, and running Agents. It does not cancel a subscription. Rotating a Member Account's key replaces the key for all its Installations; a signed-out Installation must sign in again to receive the replacement.

4.7. Suspending a Member Account disables model access across its Installations. Removing a member ends their Portal authority and disables their Member Account's model access, while preserving its billing history. These actions do not cancel subscriptions; cancellation is a separate action under clause 5. Rejoining reuses the same Member Account and preserves suspension until a company owner or admin restores access.

5. Subscription, Renewal, Cancellation

5.1. Each Member Account may have one monthly subscription selected through the Portal. Installations and Agents belonging to that Member Account share its subscription and usage; adding them does not multiply its fee or allowance. Two subscribed Member Accounts in the same company have two separate subscriptions and allowances. There is no pooled company allowance.

5.2. Each subscription automatically renews for successive monthly billing cycles unless cancelled in accordance with this clause.

5.3. A member may cancel their own Member Account's subscription through the Portal; Customer's owners and admins may cancel any Member Account's subscription within their company. Cancellation takes effect at the end of the then-current billing cycle; Customer retains the current Included Usage Allowance through the end of that cycle, and no partial-cycle refund is due. Automatic Extra Usage purchases stop at that effective end. Extra Usage already purchased remains available under clause 6.

5.4. nadicode offers monthly subscriptions only.

6. Fees, Taxes, Usage

6.1. Subscription fees are billed in advance for each billing cycle, in euros.

6.2. Each subscription includes one monthly allowance of Usage shared by the subscribed Member Account's Agents and Installations (the "Included Usage Allowance") and covered by the subscription fee. Each paid cycle records the allowance purchased for that cycle. Unused Included Usage does not roll over; a successful paid renewal replaces it with the next cycle's allowance.

6.3. Usage beyond the Included Usage Allowance, and Usage while a subscription is not active, is drawn from that Member Account's prepaid balance denominated in United States dollars (the "Extra Usage" balance). Customer purchases Extra Usage in euros, or receives it through an authorized Partner allocation. Extra Usage never expires and remains available after subscription cancellation. That Member Account's Agents draw only on its Extra Usage already funded, and model access pauses when both the Included Usage Allowance and Extra Usage balance are exhausted.

6.4. The Portal shows Customer the subscription and purchase prices in euros and Included usage as a percentage consumed and the remaining Extra Usage balance in euros. Underlying allowances are recorded in United States dollars for supplier metering; those dollar amounts are not shown in customer usage views. nadicode does not present or bill Usage in credits, tokens, or internal rate units.

6.5. nadicode's own metering and usage records are dispositive for measuring Usage against the Included Usage Allowance and the Extra Usage balance, absent manifest error. Usage an Agent consumes is Customer's Usage, including Usage caused by an Agent repeating work or following instructions contained in content it reads. Customer can limit spending through the Portal's automatic top-up settings.

6.6. Purchases, subscriptions and other costs an Agent incurs with third parties through an App Connection or other access Customer has given it are Customer's own costs.

6.7. Except as required by law or as expressly stated in these Terms, all fees are non-refundable once incurred.

6.8. All fees stated on the pricing page are exclusive of value added tax (VAT) and any other applicable taxes, duties, or levies, unless stated otherwise.

6.9. nadicode is established in Romania, maintains no permanent establishment in any other Member State, and issues all invoices from the Romanian entity. For Customers established in an EU Member State other than Romania, including Italy, holding a valid VAT number confirmed through VIES, supplies of the Service are treated as cross-border business-to-business supplies subject to the reverse charge mechanism under Article 196 of Council Directive 2006/112/EC: nadicode issues invoices without VAT, and Customer accounts for VAT in its Member State of establishment.

6.10. If Customer's VAT number is or becomes invalid, unverifiable through VIES, or Customer is otherwise not eligible for reverse charge treatment, nadicode may charge, invoice, and collect the applicable VAT (Italian VAT or another applicable rate) in addition to the stated fees.

7. Trials and Promotions

7.1. An eligible Member Account receives USD 10 of trial Usage once upon its first Nadia enrollment. The trial is shared by that Member Account's Agents and Installations, requires no payment method, does not expire with time, and is replaced by the first paid Included Usage Allowance. Reinstallation, cancellation, or resubscription does not create another trial.

8. Price Changes

8.1. nadicode may change subscription prices or the price of Extra Usage. Any such change applies prospectively only and is notified to Customer at least 30 days in advance. A subscription-price change takes effect no earlier than Customer's next renewal; an Extra Usage price change applies only to purchases made after its effective date.

8.2. If Customer does not agree to a price change, it may cancel its subscription before the change takes effect, in accordance with clause 5, without any fee.

8.3. Extra Usage that Customer has already purchased before a price change takes effect is unaffected by the change.

9. The Service, Licence and Intended Purpose

9.1. Subject to these Terms and payment of applicable fees, nadicode grants Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the subscription term and, after the subscription ends, while Customer has funded Extra Usage available under clause 6 and its account access remains active, solely for Customer's internal business purposes.

9.2. nadicode and its licensors retain all right, title, and interest in and to the Service, the Portal, the underlying software, the models integration, and all associated intellectual property. No rights are granted to Customer other than those expressly set out in these Terms.

9.3. Customer shall not, and shall not permit any third party to: reverse engineer, decompile, or disassemble the Service except to the extent such restriction is prohibited by applicable law; resell, sublicense, or provide the Service to third parties on a standalone basis; or use the Service to build a competing product.

9.4. The Service is intended to help businesses carry out their own office work, such as handling correspondence, preparing documents, organising information and operating business software, under the supervision of Customer's personnel. It is not designed or offered for, and Customer shall not use it for: (a) any purpose listed as high-risk in Annex III of Regulation (EU) 2024/1689 (the "AI Act"), including recruitment, selection, evaluation, promotion or dismissal of workers, creditworthiness assessment, and access to essential public or private services; (b) decisions based solely on automated processing that produce legal effects on a natural person or similarly significantly affect them, within the meaning of Article 22 of Regulation (EU) 2016/679 (the "GDPR"); (c) operating safety-critical systems, medical devices, or physical infrastructure; or (d) any practice prohibited by Article 5 of the AI Act. Customer that uses the Service for such a purpose does so outside these Terms and at its own risk, and, where the AI Act makes Customer the provider of a high-risk system as a result, bears the obligations that follow.

9.5. Nadia is software installed on Customer's own machines. nadicode supplies updates to Nadia as part of the Service, including security updates, for as long as Customer's subscription or funded Extra Usage lasts. An Installation receives updates only while a person is signed in to it with a valid Portal credential. Customer is responsible for installing updates promptly and for the security of the machines, networks and operating systems on which it runs Nadia.

10. AI Output: What Customer Should Expect

10.1. Agents are powered by artificial intelligence models. Their Output is generated by statistical prediction, not retrieved from verified knowledge. As a result, Output may be inaccurate, incomplete, outdated, biased, or inconsistent between one request and the next, and it may present something false as though it were fact. An Agent may misread an instruction, a document or a situation.

10.2. Output is not professional advice. It does not replace the judgment of a qualified person in legal, tax, accounting, medical, financial, employment or any other matter where such judgment is needed.

10.3. Customer is responsible for evaluating Output, including its accuracy and its fitness for Customer's purpose, before relying on it, acting on it, or sharing it with anyone outside its company, and for having a person review Output wherever an error could harm Customer or others.

10.4. Output may be similar or identical for different customers, and Customer has no exclusive right to Output that is not unique to it.

11. Agents and Their Actions

11.1. Customer decides, for each Agent, what work it does, which systems, accounts, App Connections and data it may use, and at which points a person must approve before it acts. The Service lets Customer require that approval. nadicode recommends that Customer require a person's approval before any Action that is irreversible, that commits Customer to a third party, that moves money, or that sends content outside Customer's company.

11.2. An Agent acts on Customer's behalf. Every Action an Agent takes within the access and permissions Customer has given it, including an Action Customer did not specifically foresee, is attributable to Customer as between Customer and nadicode and in Customer's relations with third parties. Where Customer removes, or chooses not to set, an approval point, the Actions that follow are Customer's decision.

11.3. Actions are not Output. nadicode's commitments about Output in clause 13 do not extend to the consequences of Actions.

11.4. Agents read content that comes from outside Customer's control, such as incoming emails, documents and web pages. Such content can contain instructions designed to make an Agent act against Customer's interest ("prompt injection"). nadicode designs the Service with safeguards against this and keeps them current, but no safeguard is complete. Customer reduces the risk by giving each Agent only the access its work requires and by keeping approval points on sensitive Actions.

11.5. Customer shall supervise its Agents in operation, shall stop or pause an Agent that behaves unexpectedly, and shall tell nadicode without delay of any behaviour that suggests a defect or a security issue.

12. App Connections and Third-Party Services

12.1. By creating an App Connection, Customer warrants that it, or the person whose account it is, is entitled to let an Agent use that account, and that such use complies with the terms of the third-party service. Customer shall give each Agent the least access its work requires and can revoke an App Connection at any time from the Portal or from the third-party service.

12.2. Third-party services, including those reached through an App Connection, are governed by their own terms. nadicode is not responsible for them, for their availability, or for measures they take against an account, such as suspending it for automated use.

12.3. The Service relies on third-party providers, including Stripe for payment processing, OpenRouter and Upstream Model Providers for inference, and infrastructure providers for hosting. nadicode remains responsible towards Customer for the part of the Service it provides through them, as set out in these Terms.

12.4. nadicode chooses which model handles which work and may change models, providers and routing at any time to keep the Service working well. nadicode does not warrant the availability of any specific Upstream Model Provider or model. Where an Upstream Model Provider imposes conditions on the use of its models, those conditions apply to Customer's use through the Service, as the Acceptable Use Policy sets out.

13. Intellectual Property

13.1. nadicode owns all right, title, and interest in the Service platform, its models integration, and generalized learnings that do not identify Customer or Customer Data.

13.2. As between the parties, Customer retains all right, title, and interest in its Inputs and owns the Outputs generated for Customer through the Service. nadicode assigns to Customer any rights it may have in those Outputs.

13.3. nadicode assigns to Customer all right, title, and interest in the Agent configurations, workflows, corrections, memory and trained skills that are produced specifically within Customer's tenant of the Service.

13.4. Customer is responsible for having the rights it needs in its Inputs, and for checking, before using an Output commercially, that it does not infringe third-party rights. nadicode does not provide an indemnity to Customer against third-party intellectual property claims arising from Output.

13.5. Customer grants nadicode a non-exclusive, worldwide, royalty-free licence to use feedback Customer provides about the Service to operate, maintain, and improve the Service.

14. Customer Data and Personal Data

14.1. nadicode processes Customer Data only to provide, secure and support the Service and as Customer instructs. For personal data within Customer Data, Customer is the controller and nadicode its processor under the Data Processing Agreement, which forms part of these Terms. nadicode's own processing as a controller, such as account and billing data, is described in the Privacy Policy.

14.2. nadicode does not use Customer Data to train or improve AI models, and routes model requests only to providers that are contractually bound not to train on them and not to retain them beyond what the request needs. Learning derived from Customer's use improves only the trained skills within Customer's own tenant, as described in clause 13.3.

14.3. nadicode maintains the list of Subprocessors that forms Annex III of the Data Processing Agreement and notifies Customer of changes to it in accordance with that agreement.

14.4. Customer is responsible for having a lawful basis for the personal data it gives its Agents, for informing the people concerned, and for the instructions it gives nadicode.

15. Security and Transparency About AI

15.1. nadicode maintains appropriate technical and organisational measures to protect the Service and Customer Data, as described in the Data Processing Agreement, and notifies Customer without undue delay of a personal data breach affecting Customer Data.

15.2. Nadia and Alveare are AI systems. The Service discloses to the people who interact with an Agent that they are dealing with an AI system acting for Customer, and marks content an Agent generates as AI-generated, in accordance with Article 50 of the AI Act. Customer shall not remove, hide or alter these disclosures or markings.

16. Customer's Own Legal Obligations

16.1. Customer is responsible for the obligations the law places on it as the business using the Service, including:

(a) taking measures to support the AI literacy of the personnel who use or supervise its Agents, as Article 4 of the AI Act requires;

(b) where Customer's personnel are members of an intellectual profession, informing their clients of the AI systems used in their work, as Article 13 of Italian Law no. 132 of 23 September 2025 requires;

(c) informing its workers about the use of AI systems in the workplace, and complying with the rules on remote monitoring of workers, including Article 4 of Italian Law no. 300 of 20 May 1970, where an Agent reads or processes communications of Customer's personnel;

(d) complying with the GDPR and other data protection law for the personal data it processes through the Service.

16.2. Customer's use of the Service is subject to the Acceptable Use Policy, which forms part of these Terms.

17. Warranties and Disclaimer

17.1. nadicode warrants that it provides the Service with the professional care and skill reasonably expected of a provider of AI software, and that the Service performs materially as described in its documentation.

17.2. Except as stated in clause 17.1 and to the maximum extent permitted by applicable law, the Service is provided "as is" and "as available", and nadicode gives no other warranty, express or implied, including of merchantability, fitness for a particular purpose, or non-infringement. In particular, and given the nature of AI described in clause 10, nadicode does not warrant that Output is accurate, complete, reliable or error-free, or that an Agent will always act as Customer intended.

17.3. The Service carries no contractual service-level commitment for self-serve subscriptions.

18. Limitation of Liability

18.1. Nothing in these Terms excludes or limits either party's liability for fraud, intent or gross negligence (dolo o colpa grave, Article 1229 of the Italian Civil Code), for death or personal injury, or any other liability that cannot be excluded or limited by law, including under mandatory product liability rules.

18.2. Subject to clause 18.1, neither party is liable to the other for loss of profits, revenue, business, goodwill or anticipated savings, or for indirect or consequential loss, arising out of or in connection with these Terms, whether in contract, tort or otherwise.

18.3. Subject to clause 18.1, nadicode is not liable for loss that results from: (a) Customer relying on or using Output without the review clause 10.3 calls for; (b) an Action an Agent takes within the access and permissions Customer gave it, unless the Action results from nadicode's breach of these Terms; (c) Customer's configuration of its Agents, including the approval points it removed or did not set; (d) content from third parties that an Agent reads, including prompt injection, unless nadicode failed to maintain the safeguards described in clause 11.4; or (e) a third-party service, including a measure it takes against an account an Agent uses.

18.4. Subject to clause 18.1, each party's total aggregate liability arising out of or in connection with these Terms in any 12-month period is limited to the fees Customer paid to nadicode in the 12 months before the event giving rise to the claim.

18.5. The limits in clauses 18.2 and 18.4 do not apply to Customer's obligation to pay fees, to either party's breach of clause 19 (Confidentiality), or to Customer's indemnity in clause 21.

19. Confidentiality

19.1. Each party may receive confidential information of the other party in connection with the Service. Each party agrees to protect the other party's confidential information using at least the same degree of care it uses for its own confidential information of similar nature, and not less than a reasonable degree of care.

19.2. This clause does not apply to information that is or becomes public through no fault of the receiving party, was already known to the receiving party without a duty of confidentiality, is independently developed, or is required to be disclosed by law, provided the disclosing party is given notice where legally permitted.

19.3. This clause survives termination of these Terms.

20. Term, Suspension, Termination and Leaving

20.1. These Terms take effect on acceptance and continue while Customer has an active subscription or funded Extra Usage available under clause 6, unless terminated under this clause. Cancelling a subscription under clause 5 does not by itself terminate these Terms while funded Extra Usage remains available.

20.2. Customer may terminate these Terms at any time by cancelling its subscriptions and asking nadicode to close its account; the termination takes effect at the end of the current billing cycle, and never on more than two months' notice. Either party may terminate these Terms for cause if the other party commits a material breach that remains uncured 30 days after written notice.

20.3. nadicode may suspend Customer's access to the Service for non-payment only after providing notice of the overdue amount and allowing a 10-day grace period to cure. Access is reactivated promptly upon cure.

20.4. nadicode may suspend Customer's access to the Service, in whole or in part, where reasonably necessary to address a material breach of the Acceptable Use Policy, a security risk to the Service, to Customer or to other customers, unlawful use, or a restriction imposed by an Upstream Model Provider. Suspension may take effect immediately where necessary to prevent harm. nadicode tells Customer the reason as soon as reasonably practicable, limits the suspension to what is proportionate to the risk, restores access promptly once the ground is resolved, and considers any objection Customer sends to the address in clause 23.2.

20.5. When these Terms end, Customer has a period of at least 30 days to export its Customer Data from the Portal, during which nadicode keeps the Service available for that purpose. nadicode provides an offboarding handover of each Agent's configuration, trained skills, corrections and memory in open, exportable and runnable form, with documentation sufficient for a competent successor to operate or redeploy the Agent, and supports Customer in moving to another provider or to its own systems. nadicode charges no fee for the export, the handover or switching. At the end of that period, nadicode deletes Customer Data in accordance with the Data Processing Agreement and confirms the deletion on request.

21. Indemnification

21.1. Customer shall indemnify nadicode against third-party claims, and the resulting damages and reasonable costs, arising out of: (a) Customer Data, including Inputs Customer had no right to provide; (b) Actions of Customer's Agents within the access Customer gave them; or (c) Customer's use of the Service in breach of these Terms, the Acceptable Use Policy or applicable law. This indemnity does not apply to the extent the claim results from nadicode's breach of these Terms.

21.2. nadicode tells Customer promptly of a claim, lets Customer control its defence and settlement, provided no settlement imposes an obligation on nadicode without its consent, and gives Customer reasonable cooperation at Customer's cost.

22. Changes to the Service and to These Terms

22.1. nadicode may change the Service, including the models and features it offers, to improve it, to keep it secure, or to follow changes in law or in the services it relies on. A change that materially reduces the Service Customer pays for is notified at least 30 days in advance.

22.2. nadicode may change these Terms only for a valid reason, such as a change in the Service, in the law or in the services it relies on. nadicode notifies Customer of a change at least 30 days before it takes effect, through the Portal and by email, identifying what changes. A change required by law may take effect sooner where the law requires.

22.3. A change to these Terms applies to Customer when a person authorised by Customer accepts it in the Portal. If Customer does not accept a change, Customer may cancel its subscription and terminate these Terms before the change takes effect, without any fee and with the rights in clause 20.5.

23. Governing Law, Courts, Notices and General

23.1. 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 out of or in connection with these Terms.

23.2. Notices under these Terms are sent to the contact details on file in the Portal, or to sales@nadicode.ai for notices to nadicode.

23.3. Assignment. Customer may not assign these Terms without nadicode's prior written consent, except to a successor in connection with a merger, acquisition, or sale of substantially all assets. nadicode may assign these Terms in connection with a similar transaction.

23.4. Force majeure. Neither party is liable for delay or failure to perform caused by circumstances beyond its reasonable control.

23.5. Severability. If any provision of these Terms is held invalid or unenforceable, the remaining provisions remain in full force and effect, and the invalid provision is replaced by the valid provision closest to its purpose.

23.6. Entire agreement and precedence. These Terms, together with the Acceptable Use Policy, the Data Processing Agreement, and any Order, constitute the entire agreement between the parties regarding the Service. In the event of conflict, an Order prevails over these Terms, which prevail over the Acceptable Use Policy; for the processing of personal data, the Data Processing Agreement prevails over these Terms and any Order.

24. Specific Approval of Onerous Clauses (Clausole Vessatorie)

24.1. Pursuant to Articles 1341(2) and 1342 of the Italian Civil Code, and to Article 1203 of the Romanian 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 (Subscription, Renewal, Cancellation): a subscription renews every month until it is cancelled;
• clause 11 (Agents and Their Actions): what Agents do with the access they are given is the company's responsibility;
• clause 12 (App Connections and Third-Party Services): nadicode is not responsible for the third-party services an Agent uses;
• clause 17 (Warranties and Disclaimer): AI output can be wrong, and the Service carries no warranty beyond clause 17.1;
• clause 18 (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 20 (Term, Suspension, Termination and Leaving): nadicode may suspend access for non-payment, misuse or a security risk;
• clause 21 (Indemnification): the company covers third-party claims caused by its data, its Agents' actions or its misuse of the Service;
• clause 22 (Changes to the Service and to These Terms): nadicode may change the Service and these Terms with 30 days' notice;
• clause 23 (Governing Law, Courts, Notices and General): Italian law applies, and the courts of Brescia decide disputes.

24.2. At signup, this approval is given in two steps, separate from the acceptance of these Terms as a whole: the person creating the account ticks a dedicated box that names each of these clauses by number, with what it means for Customer's company as set out in clause 24.1, and then signs that approval by confirming, through the one-time link nadicode sends to their email address for that signup, an email that again names each clause by number and title, the version of these Terms and this Article. Confirming that link is a simple electronic signature within the meaning of Article 3(10) of Regulation (EU) No 910/2014.

24.3. nadicode keeps, as evidence of Customer's acceptance and approval, the identity and email address of the person who gave them, the version of these Terms, the time of acceptance, the network address and browser from which it was given, and the time the email link was confirmed.