Terms of Service

1. Scope

These Terms of Service ("Terms") govern the use of the software-as-a-service platform ("Service") provided by Nuqo GmbH, Körnerstraße 10, 13585 Berlin, Germany ("Nuqo", "we", "us") at app.nuqo.io and backend.nuqo.io.

The Service is intended exclusively for businesses (Unternehmer within the meaning of § 14 BGB). By registering for or using the Service, you confirm that you are acting on behalf of a business entity.

2. Contract formation

The contract between you and Nuqo is formed upon signature of an Order Form that references these Terms. These Terms are validly incorporated by that reference; no separate acceptance by individual users is required.

In addition, these Terms govern any use of the Service, in particular use during an evaluation (proof of concept).

Individual users are granted access by invitation from the customer. On registration, those users accept the Terms of Use and the Privacy Policy; they do not conclude this contract in their own name.

3. Service description

3.1 Scope of the Service

Nuqo provides a web-based platform that supports wire harness manufacturers in quote generation. The Service includes in particular:

• Extraction and structuring of bills of materials (BOM) and specifications from uploaded documents
• AI-powered analysis of technical drawings and documents
• Matching of BOM line items to parts from manufacturer, distributor, and customer catalogs (part matching), including the proposal of alternative and equivalent products and the retrieval of associated pricing and availability data
• Determination and assignment of labor operations (manufacturing steps) and their associated standard times to the line items of a bill of materials
• Automated quote generation based on configurable pricing rules
• Management of inquiries and quotes

3.2 Use of artificial intelligence

In providing the services described in Section 3.1, the Service employs artificial intelligence (AI) techniques, in particular large language models. The results generated thereby, such as extracted bills of materials, matched parts, labor operations, and standard times, rest on statistical methods and may be incomplete, inaccurate, or factually incorrect. The same applies to the calculations and quotes built upon them. The user acknowledges that this is a property inherent to the current state of the art of AI-based systems and does not, in itself, constitute a defect of the Service.

The Service is a tool for work and decision support. Nuqo owes the provision of the Service pursuant to Section 3.1, but not the substantive accuracy, completeness, or fitness of the generated results for any particular purpose. All results are proposals and are subject to review and approval by the user.

3.3 The user's duty to verify

The user is obliged to have every result generated by the Service reviewed and approved by qualified personnel for accuracy and completeness before any use outside the platform — in particular before issuing a quote to its own customers. The platform surfaces review questions, warnings, and uncertainty indicators for this purpose; addressing them does not replace the duty to verify.

Substantive responsibility for every quote issued to third parties remains solely with the user.

4. Confidentiality

Both parties undertake to treat all confidential information of the other party disclosed in connection with the use of the Service as confidential and not to disclose it to third parties, unless this is necessary for the provision of the Service.

4.1 Confidential information

Confidential information includes in particular: bills of materials, technical drawings, specifications, pricing calculations, customer information, request for quotation (RFQ) data, and all other business or technical information transmitted in connection with the use of the Service.

4.2 Obligations of Nuqo

Nuqo uses your confidential information solely to provide the Service. For the purpose of improving the Service, Nuqo uses exclusively anonymised or aggregated usage data that carries no personal reference and no content from your documents. Your content is not used to train AI models — neither by Nuqo nor by the AI providers engaged. Nuqo implements appropriate technical and organisational measures to protect your data.

4.3 Sub-processors

To provide the Service, Nuqo engages the following sub-processors:

• Hetzner Online GmbH — server hosting (application, database access, search index) — Germany
• Neon Inc. — database hosting (PostgreSQL) — Germany (Frankfurt, aws-eu-central-1)
• Cloudflare Inc. — file storage (R2) — EU
• Microsoft (Azure, jobs server) — operation of supplier-catalog processing — EU (Netherlands)
• Mailgun Technologies Inc. — transactional emails — EU endpoint
• Stripe Payments Europe, Ltd. — payment processing (billing only) — EU / USA (SCC)
• Microsoft (Azure OpenAI Service) — AI document processing — EU (Azure EU Data Zone)
• Google (Gemini via Vertex AI) — AI document processing — EU (Vertex AI, EU multi-region)
• PostHog Inc. — usage analytics — EU
• GlitchTip (eu.glitchtip.com) — error monitoring — EU

Operation takes place on servers in the European Union; the application, the database, and the search index are located in Germany. The Azure jobs server is used exclusively to retrieve and prepare supplier catalogs; your uploaded documents, quote content, and calculation data are not stored there.

Uploaded documents (BOMs, drawings, specifications) are transmitted to the aforementioned AI service providers for processing. This processing takes place exclusively via EU endpoints — the Azure EU Data Zone and Vertex AI in the EU multi-region — so that the content does not leave the EU. The content is not used by the AI service providers to train their models.

Only payment processing via Stripe — which covers billing data exclusively and no document content — may involve US infrastructure; that processing is carried out on the basis of the EU Standard Contractual Clauses (SCC). The current list of sub-processors is available in our Privacy Policy.

4.4 Exceptions

The confidentiality obligation does not apply to information that (a) was already publicly known at the time of disclosure, (b) becomes publicly known without the fault of either party, (c) was already known to the receiving party prior to disclosure, or (d) must be disclosed due to a legal obligation.

4.5 Duration

The confidentiality obligations apply for the duration of the use of the Service and three (3) years thereafter.

4.6 Precedence of a separate non-disclosure agreement

Where the parties have concluded a separate non-disclosure agreement (NDA), its provisions take precedence over this Section 4 to the extent that they conflict with it. In all other respects, these Terms remain unaffected.

5. Usage rights and intellectual property

Nuqo grants you a non-exclusive, non-transferable right to use the Service as intended during the term of the contract. All rights to the platform, including software, algorithms, and user interface, remain with Nuqo.

You retain all rights to the data and documents you upload. You grant Nuqo a right, limited to the term of the contract, to process this data for the purpose of providing the Service.

6. User obligations

The user is responsible for the accuracy of the data it provides.

The user ensures:

• that every result generated by the Service is reviewed and approved by qualified personnel for accuracy and completeness before it is used outside the platform (Section 3.3);
• that the Service is not used for unlawful purposes;
• that its access credentials are kept confidential and protected from third-party access;
• that it is authorised to upload the data it provides to the Service (in particular RFQ data from its customers).

7. Data protection and data processing

Nuqo processes personal data in accordance with the Privacy Policy. To the extent that Nuqo processes personal data on your behalf, the terms of the Data Processing Agreement (DPA) apply. By accepting these Terms, you also accept the DPA.

The applicable version of the DPA is the one named in the Order Form or in a separately concluded agreement; where none is named, the version current at the time of contract formation applies. Earlier versions remain permanently available at nuqo.io/en/dpa/<version>.

8. Limitation of liability

Nuqo shall have unlimited liability for intent and gross negligence, as well as for injury to life, body, or health. In the case of simple negligence, Nuqo shall only be liable for the breach of material contractual obligations (cardinal obligations), with liability limited to the typical, foreseeable damage. Other than in cases of liability for intent, gross negligence, and injury to life, body, or health, Nuqo's liability is limited, per damage event and in total, to the net fee paid in the twelve (12) months preceding the event giving rise to the damage, but to no less than € 25,000. That minimum also applies where no fee was paid because the Service was used in an unpaid evaluation (proof of concept).

The results the Service generates with the aid of AI, such as bills of materials, part matches, labor operations, and standard times, together with the calculations and quotes built upon them, are produced automatically. They serve as a support tool and do not replace the user's own independent review (Section 3.3). Nuqo gives no warranty as to the substantive accuracy or completeness of automatically generated results and is not liable for damage arising from the user's use of such results unverified or insufficiently verified — in particular not for financial loss arising from a quote issued to third parties that rests on unverified results. Where the user breaches its duty to verify under Section 3.3, any resulting contributory negligence pursuant to § 254 BGB shall be taken into account.

Nuqo's strict liability for defects already present at the time the contract was concluded (§ 536a(1), first alternative, BGB) is excluded. This does not apply to injury to life, body, or health. The user's statutory rights in respect of defects otherwise remain unaffected.

The foregoing limitations of liability do not apply in cases of intent or gross negligence, injury to life, body, or health, fraudulent concealment of a defect, or within the scope of the German Product Liability Act (Produkthaftungsgesetz).

9. Term and termination

The term and the notice periods are governed by the applicable individual agreement (e.g. an Order Form). The right to initiate a switch under Section 10 remains unaffected.

The right to extraordinary termination for good cause remains unaffected.

Upon termination of the contract, your data will be deleted or — at your choice — returned in accordance with the DPA, in each case within 30 days of the end of the contract, unless statutory retention obligations apply.

10. Data portability and switching providers

You may initiate a switch to another provider or to your own IT environment at any time during the term. This Section implements Articles 23 to 31 of Regulation (EU) 2023/2854 (Data Act).

• Initiation: a switch is initiated by a declaration in text form to [email protected]. The notice period before the transitional period begins is a maximum of two (2) months.
• Transitional period: we maintain the Service for up to 30 calendar days. Where the switch is technically unfeasible within that time, we will tell you within 14 working days of receiving your declaration and extend the period to up to seven (7) months. You may end the transitional period early at any time.
• Export: we provide your data — account data, inquiries, quotes, calculation data, and uploaded documents — in a structured, commonly used, machine-readable format, and give you reasonable assistance with the switch.
• Retrieval period: after the transitional period ends, your data remains available for retrieval for at least 30 calendar days; it is then deleted under Section 9.
• Charges: we charge nothing for the switch or the data export. Fees for an agreed committed term remain unaffected.

11. Changes to Terms

Nuqo may amend these Terms where this is necessary to adapt to a changed legal position or supreme court case law, to changed technical or economic circumstances, or to further development of the Service, and where the change does not unreasonably disadvantage you. The main subject matter of the contract — scope of services, fees, and term — cannot be changed by this route.

We will notify you of changes in text form at least six (6) weeks before they take effect. You may object in text form up to the point at which they take effect. If you object, either party may terminate the contract for cause as of that date; otherwise the previous version continues to apply to you until the end of the contract. There is no deemed acceptance through continued use.

Where an Order Form names a specific version of these Terms, that version applies for the agreed term; we do not apply changes to your detriment during that time. Earlier versions remain permanently available at nuqo.io/en/tos/<version>.

12. Data subject rights

Requests relating to your rights as a data subject under the GDPR (access, erasure, data portability, etc.) should be directed to [email protected].

13. Final provisions

The laws of the Federal Republic of Germany shall apply, excluding the UN Convention on Contracts for the International Sale of Goods. The place of jurisdiction is Berlin, to the extent permitted by law.

If any provision of these Terms is or becomes invalid, the validity of the remaining provisions shall remain unaffected.