General Terms and Conditions (GTC)

Introduction and Scope

We, the Nuki Home Solutions Inc (Nuki), a Delaware corporation, are a mobile service provider of digital door lock systems and mobile applications (Apps) which are based on them. Our innovative access solutions are suitable for single-family and multiple-occupancy homes, flats and offices, private households and companies. These General Terms and Conditions ("GTC") govern the purchase and use of the hardware product ("Product") and associated services ("Services") offered by Nuki.

By clicking “I Agree” on the Site, setting up a user account, or by accessing and using the Services (including the Site and Application), you are accepting and agreeing to be bound by these Terms. You represent and warrant that you have the right, authority, and capacity to accept and agree to these Terms on behalf of yourself or the entity you represent. You represent that you are of sufficient legal age in your jurisdiction or residence to use or access the services and to enter into this agreement. If you do not comply with the above statements or disagree with any of the provisions of these Terms, you should disconnect your Devices and cease accessing or using the Services.

Section 1 – Terms and Conditions of Purchase of our products and services

1. Purchase of Hardware and included Services

The purchase of the Product (which includes the associated Services) is subject to availability and successful payment. Ownership of the Product transfers to the User upon full payment by You. Notwithstanding the foregoing, Nuki reserves the right to reject or cancel orders at its discretion, in which case You will be notified at the e-mail address provided by You to Us.

2. Pricing and Payment Terms

  1. All prices are listed in USD and are subject to change at any time without notice. Posted prices do not include sales taxes and charges for shipping and handling.  The total amount charged to You will be calculated and added during checkout.
  2. The date of receipt of payment shall be the date on which the amount is received by Nuki or the value of the amount is credited to the bank account of Nuki as stated on the invoice. In case of late payment by the customers, Nuki is entitled to charge a late charge of the lower of (i) the prime rate (as published from time to time in the Wall Street Journal) plus five percent (5%) of the outstanding amount or (ii) the maximum permissible interest rate starting on the 15th day from the invoice date, unless higher costs have been incurred. The customer shall bear the costs of reminders, information and other costs associated with the enforcement of such payments. No provision of this GTC shall limit or otherwise adversely affect Nuki’s rights to assert any remedies to which it is entitled in the event of late payments under applicable law.
  3. We offer various payment methods in our shop. You can find more information about this here. The customer has to bear all charges for payment transactions.
  4. Waiver of Counterclaim & Offsets. The Customer waives the right to assert any counterclaims against Nuki or otherwise make deductions or offsets except to the extent such waiver is prohibited by law.

3. Shipping and Delivery

Estimated delivery times are provided during checkout. All delivery times and dates are estimates only, and Nuki will have no liability for late deliveries.  We aim for delivery within seven (7) Business Days from the date on which the order is placed (the “Order Date”), but in any case within thirty (30) days of the Order Date. Should Nuki not be able to accept an order, for example due to the unavailability of a product, the customer will be informed immediately.

  1. Nuki reserves the right to offer and sell products within the scope of a so-called “pre-sale”. In this case, payment for the goods is made in the course of the ordering process, although the goods are not delivered to the customer until some time later. By ordering and paying for the goods, the customer secures the right to the purchase and delivery of a product at the pre-sale. In this case, the customers will be notified in an electronic order confirmation of the expected delivery period and any delivery conditions that deviate from these GTC. Shortly before delivery, the customer will then be informed of the exact delivery date. 
  2. Shipping Address: Deliveries are made to the address given by the customer when registering for the webshop. Unfortunately, Nuki is not able to change the address given once the order has been received. The customer shall bear all costs arising from incorrect, incomplete or unclear information that it has provided.
  3. Shipping & Handling; Sales Taxes; Other Charges. You are charged sales taxes and shipping and handling charges separately in addition to the sales price for the Products. We reserve the right to adjust the prices for shipping and handling at any time without notice. Special promotion or other price reductions may not be applied to previously placed orders, and on refunds, credits or other price reductions will be available for such orders on account of subsequent price reductions.
  4. Free Shipping: For Nuki Club Members we offer free shipping for orders with a value of 10 Dollars ($10) or more. Otherwise, a shipping fee of 9.90$ will be billed. Shipping costs are non-refundable.

4. Returns and Refunds

  1. Since we want you to be satisfied with our products and to be able to test them sufficiently, we grant a total period of 30 days from receipt of the goods for the return of goods.
  2. Within this period you can return products from your order for a refund. Upon receipt of the returned goods in good condition and in the original packaging, we will refund the amount within 14 working days. We will use the same method for payment of the refund as you used to pay for your order.
  3. Returning an order: You can return and cancel your order or an individual item via the “My Account” area. Cancellation is possible as soon as the package has been shipped. Of course, there is no charge for returning goods. However, it must be shipped within 14 days at the latest from the declaration of revocation. Should the goods be damaged or impaired by signs of use, Nuki will charge an appropriate fee for the reduction in value. The same applies if accessories (manuals, user descriptions, software, etc…) are missing when the goods are returned.
  4. The purchase price must then be refunded within 14 working days of receipt of your returned shipment.

5. Warranty and Maintenance

  1. Warranty Period.  Our Hardware Products are covered by a limited warranty for a period of two (2) years from the date of original purchase.
  2. Scope of Limited Warranty. This warranty ensures that the Hardware Products conforms to its specifications and will be free from defects in materials and workmanship under normal use in accordance with the Nuki instructions.
  3. Procedures Upon Defect; Remedies.  If the Customer determines that a defect arises during the warranty period, you must contact us here for our instructions. To make a warranty claim, Customers must provide valid proof of purchase and must follow the instructions of Our staff. If we determine that the Product or a component is defective or non-conforming, We may, at Our sole discretion, either repair or replace the defective Product or the component at no additional cost to the Customer. If Nuki determines that the Product cannot be replaced or repaired, Nuki will grant, at its discretion, either a credit or a refund toward the purchase of another Product. 
  4. Exclusions.  This warranty does not apply to non-conformance, damage or other defect to a Product caused by (i) any alteration or modification to the Product made by any person other than Nuki or any person authorized by Nuki, (ii) any negligent, reckless or willful act or omission by or on behalf of the Costumer, (iii) any act or omission by any third party, e.g., the shipper, installer or warehouse, (iv) an accident, power surge or any other Force Majeure Event (as hereinafter defined), (v) any abuse, misuse or other improper, unsuitable or abnormal handling, installation, use, transportation or storage of the Product, (vi) any failure to follow strictly to Nuki’s instructions, notices, warnings or other guidelines, including in connection with the installation, use, transportation or storage of the Product, (vii) any exposure of the Product to unusual temperatures, humidity, weather or environmental conditions, (viii) ordinary wear and tear or (ix) any handling, installation, use, transportation or storage of any Product or Software not in accordance with applicable laws, rules or regulations.
  5. Exclusive Remedy. Except to the extent prohibited by law, this warranty shall be in lieu of all other warranties, express or implied, and all implied warranties are, and shall be, excluded.
  6. Non-Transferable. This limited warranty is non-transferable and is the sole and exclusive remedy available to the original purchaser of the Product. Nuki’s warranty obligation is limited to the Customer, i.e., the original purchaser of the Good.

Section 2 – Terms of use of our website and applications

Section 2 of these Terms and Conditions governs the use of the website, including any (sub-) domains or applications.

  1. Apps: Nuki offers Apps for iOS, Android and for other smartphones worldwide in the future. These applications can be used separately on the smartphone, but also in conjunction with the website. With the consent of the user, the relevant data will be transferred from the smartphone to the website or shared with third parties (e.g. integration of Nuki into other product environments via interfaces). The user hereby confirms that any costs incurred by the mobile phone provider for the transfer of data from the smartphone to the website may be charged to the user. 
  2. Website: The following services are associated with the provision of the website and member accounts:
    • granting user-defined access and usage options,
    • interactive editing and ongoing maintenance of the website
    • conversion and implementation of generated data (content) on the website.
  4. User facilities: provision of an individual membership account; users can access their data stored in the system independently at any time.
  5. Newsletter: Our newsletter informs users about the current product range, promotions and other developments at Nuki. The website offers users the option of registering for the newsletter. All users are free to unsubscribe from the newsletter; we provide a corresponding unsubscribe option with each newsletter sent. After opting out, the user will not receive any further newsletters from Nuki.

1. Duties of users

  1. Users undertake to use the website and all services/products of Nuki in accordance with their intended purpose and in accordance with the contract. Users are also responsible for using the membership account in a legally compliant manner.
  2. Users are prohibited from using software, data or (technical) equipment that could potentially impair the functions of the website or the product range in any way. The same applies to the use of the membership account.
  3. Nuki must be notified of any changes to the system requirements within the user’s sphere of influence in good time before the service is provided.
  4. Where necessary, users shall provide in good time and free of charge all documents, information and facilities from their sphere which are necessary for the performance of the services owed by Nuki and shall furthermore request in good time the cooperation or provision of services by third parties which are a prerequisite for the performance of the services by Nuki. All the information and data required in the course of registration must be provided completely and truthfully. The user acknowledges that registration as a member and the provision of (personal) data in connection with such registration is a prerequisite for the use of certain services/products of Nuki.
  5. In the event that the user does not provide or request cooperation or provision of services in due time, Nuki may be delayed or limited in the provision of such services. Nuki accepts no responsibility for any wasted expenditure or damage caused by this.
  6. Users who subscribe to the newsletter must inform Nuki immediately in writing of any changes to their company and its legal form and address. If this notification of change is not made, documents shall be deemed to have been received if they were sent to the address or paying agent last notified by the member.
  7. Should a company already exist, the user grants Nuki the right to include the company name or any logo or trademark in a list of partners or references and to publicly announce this business relationship with Nuki.

2. Membership accounts

  1. The use of the product range and all related services of Nuki is only possible with prior registration and upon agreement to these GTC and the data protection provisions in the currently valid version.
  2. Every duly registered member receives access to his or her own member account, which is created for an unlimited period of time. Nuki reserves the right to reject members without giving any reasons. In such cases, all data already submitted will be deleted immediately.
  3. In the course of registering on the website, each member must disclose certain data in order to ensure individualised and secure access to the membership account and the services of Nuki.
  4. Data to be disclosed in the course of registration includes the first name, last name, date of birth and a valid email address of a member. When purchasing a Nuki Smart Lock, you must also specify whether the door lock system is to be used in a single-family home or in the apartment door of a multi-party building. Use of the Nuki Smart Lock in the front door of an apartment building requires that the member provides the residential address where the Nuki Smart Lock is to be used (street, house number, staircase and door number). Nuki can request further data/information in an information sheet which has to be completed when ordering the Smart Lock.
  5. The data requested by Nuki must be provided completely and correctly, unless this information is designated as being voluntary. Registration is only possible with the proper name, but not with imaginary names or pseudonyms. Should the personal data of the user change, including their place of residence, this data must be updated immediately. In order to verify the residential address of the user, an activation code which is needed in order to be able to use the Nuki Smart Lock will be sent by post to the address provided during registration or which is shown on the user profile of his or her membership account. Only after receipt and activation of the activation code can the Nuki Smart Lock be accessed by authorised users.
  6. Users must provide a valid email address for correspondence with Nuki and agree to receive legally relevant messages at this email address. The email address selected must not violate applicable law, morality or the rights of third parties. In addition, the email address of the user must not contain the term Nuki or a similar designation that can be associated with Nuki or our services and product portfolio, nor an Internet address or other contact information (e.g. telephone number).
  7. The contact data and addresses provided in the course of registration on the website must be provided completely and truthfully and must always be kept up to date. This also applies to the access data provided by Nuki. Should registration and access data be passed on (e.g. to authorised users; see para. 10), this shall be done at the user’s own responsibility.
  8. Passwords and user names may not violate applicable law or morality or infringe the rights of third parties. In addition, the email address of the user must not contain the term Nuki “or a similar designation that can be associated with Nuki or the product range, nor an Internet address or other contact information (e.g. telephone number). The username must be kept secret. The user is responsible for passing on any names and he/she does so at his/her own risk. In the event of a request to communicate or enter a user name, the member must check whether this request originates from Nuki or third parties authorised to do so. This is to prevent the spying out of access data and misuse of the membership account.
  9. The non-disclosure and proper use of an email address including password as well as the username is the sole responsibility of the member. The use of foreign usernames and passwords as well as a membership account are not permitted subject to explicit authorisation by the registered member.
  10. Users can only open one membership account. However, members are free to allow third parties (so-called “Authorised Users“) to (temporarily) use the product range. In this case, the authorised user will be sent an invitation and will then be able to access the product and/or other Nuki services on the basis of the access codes sent for this purpose. Authorised users may only use the product range to the extent intended by the member concerned. An authorised user may also be granted access to a membership account. The release of user data associated with this is done at the user’s own responsibility. In this case, the authorised users are given the opportunity to access the relevant membership account or the data and information contained in it via individual interfaces (“channels“). The use of individual interfaces (channels) is the sole responsibility of the persons involved. Nuki does not accept any liability for the content communicated via channels or any misuse of data.
  11. In order to maintain data security, members are responsible for handling personal data with care and should only grant access to their own data to those persons (authorised users) with whom they already have a close relationship; regularly saving important personal data externally, e.g. on storage media, hard drives or in the cloud. Nuki assumes no guarantee and/or liability for lost or damaged data.
  12. By registering and setting up a membership account, the member confirms that he/she has sufficient legal capacity under the provisions of the applicable law to use the services and products of Nuki as agreed. Persons under the age of 14 are not permitted to use the product portfolio. The user undertakes not to grant access to the services to persons under the age of 14 or to assist them in accessing the services.
  13. The services and products of Nuki are to be used by the members in accordance with these GTC and in compliance with the applicable legal provisions. The product portfolio may also only be used for the agreed purposes and only to the extent of the acquired authorisation of use. No access is permitted (e.g. with the aid of third-party software) to functions and databases outside the input masks and interfaces provided for this purpose. The use or application of electronic or automated Apps (e.g. web crawlers, robots, spiders or comparable applications), irrespective of their configuration or purpose, is also not permitted. In addition, any commercial use, editing and/or modification of the product portfolio (including the content provided via the website or in newsletters) is prohibited. Nuki shall be indemnified and shall not be held liable for any damages resulting from non-compliance with contractual terms of use.
  14. User or registration data must be protected against unauthorised access by third parties, misuse or fraudulent use. Nuki must be informed immediately by email at contact@nuki.io of any form of unauthorised use that the user has become aware of or of any other breach of the GTC or of the confidentiality or data security obligations. If, in the opinion of Nuki, there are indications that third parties are using access to a member account without authorisation or are violating the GTC, access to these member accounts can be blocked until the matter has been clarified or, if necessary, this may also be permanent.
  15. Every member undertakes to store, publish, transmit and distribute only those contents (e.g. photos, images, texts, representations or videos) on the membership account which he/she is authorised to distribute. This is the case no matter whether the member (i) is either the owner:in of these contents himself/herself or (ii) has effectively obtained all necessary rights, licences, consents or the like. This also applies to content protected by copyright, such as company logos and trademarks. The member is exclusively responsible for such content, and, in accordance with the contract, is also responsible for the use of the website/member account by authorised users legitimised by him/her;
  • not to use any racist, insulting, discriminatory, defamatory, sexual, violent or other illegal content;
  • not to make any disruptive interventions to the Nuki network by means of technical or electronic aids, in particular hacking attempts, brute force attacks, infiltration of viruses/worms/Trojans and other disruption attempts affecting the software and hardware of Nuki;
  • not to copy, distribute and transmit accessible data without the express consent of the respective rightful owners or to read them with technical aids such as crawlers or bots;
  • subject to approval by Nuki, not to transfer his membership account to third parties.
  • In the event of non-compliance with the terms of use or infringement of legal provisions, Nuki is entitled, at its own discretion,
  • to block users permanently or temporarily from accessing the website;
  • to cancel the access data of the member concerned temporarily or permanently and to block his/her membership account;
  • to delete illegal content from the website/membership account.

3. Termination of use & exclusion

  1. Members are entitled to duly terminate their membership under the relevant account settings. The membership account must be confirmed once before it can be permanently deleted.
  2. If the use of the products/services of Nuki is inappropriate or contrary to the provisions of the GTC (e.g. in the event of gross violations of the user obligations as set out in these GTC and in the documents cited there), Nuki is entitled to immediately terminate the contractual relationship with the user or to block and/or delete an already registered membership account. Nuki may also block and/or delete a membership account if (i) a registration is not fully completed by the member (e.g. incomplete entry of the required registration data) or (ii) no use is made of the membership account in question for a period of at least 12 calendar months.
  3. After termination of a contract with the users and deletion of a membership account, Nuki may save, archive or review user content for a reasonable commercial time period. Nuki is also entitled to safeguard user content in anonymised form and to continue to use, store, present, reproduce, edit and make available user content stored or shared by other users.
  4. At the request of the user, all personal data concerning the user will be permanently deleted. You can find out more details about this in our privacy policy.
  5. Even after termination of the contract, Nuki is entitled to a simple right of use, reproduction and exploitation of those contents which have been made public.

4. Remuneration

Currently, our services are free of charge. However, we reserve the right to introduce fees for our services in the future. We will inform our customers before any charges are implemented.

5. Software

  1. Should users be supplied with software, they are granted a non-exclusive, non-transferable and non-exploitable (e.g. through the granting of sub-licences) licence for the duration of and for the purposes of using the services for their private use and in accordance with any End User Terms and Conditions.
  2. With the exception of the right to make a backup copy, users are prohibited (to the extent permitted by law) from reproducing, publishing, distributing or otherwise making the software or related documentation available to third parties beyond normal use.

6. Mobile applications

  1. An internet access as well as an appropriate, up-to-date end device including browser are required in order to be able to use our Apps, and these end devices must have the technical capacities for the graphic display of the App or website. A considerable volume of data is required in order to be able to use the services and products of Nuki. This can lead to costs, especially in the case of mobile use. This is why Nuki recommends that you have a flat rate. All costs and risks of internet data traffic are borne exclusively by the user.
  2. Users are aware that, due to the technical structure of the Internet, complete protection against viruses, Trojans, spyware, etc. can never be guaranteed. This is why Nuki cannot guarantee such protection. Nuki does not guarantee a certain availability of services and products and expressly reserves the right to interrupt them for technical or other reasons.
  3. Nuki cannot guarantee uninterrupted and error-free access to our Apps at all times. Nuki is not liable for disruptions or impairments that are not within the sphere of Nuki. The user is responsible for regularly updating the software used, making regular data backups, ensuring up-to-date virus protection and effective firewall systems.

7. SOFTWARE DISCLAIMER 

YOU ACKNOWLEDGE AND AGREE THAT THE SOFTWARE IS PROVIDED TO YOU ON AN "AS IS" BASIS. NUKI AND ITS AFFILIATES DISCLAIM ANY AND ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED INCLUDING (WITHOUT LIMITATION) ANY IMPLIED WARRANTIES OF MERCHANTABILITY, OR HARDWARE OR SOFTWARE COMPATIBILITY, OR FITNESS FOR A PARTICULAR PURPOSE OR USE, INCLUDING YOUR PARTICULAR BUSINESS OR INTENDED USE, OR OF THE SOFTWARE'S RELIABILITY, PERFORMANCE OR CONTINUED AVAILABILITY. NUKI DOES NOT REPRESENT OR WARRANT THAT THE SOFTWARE IS OR WILL BE FREE FROM VIRUSES, MALWARE, TROJAN HORSES OR ANY OTHER DEFECTS OR ERRORS AND THAT ANY SUCH EFFECTS OR ERRORS WILL BE CORRECTED, OR THAT IT WILL OPERATE WITHOUT INTERRUPTION. YOU AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR ALL COSTS AND EXPENSES ASSOCIATED WITH RECTIFICATION, REPAIR OR DAMAGE CAUSED BY SUCH DEFECTS, ERRORS OR INTERRUPTIONS. FURTHER, NUKI DOES NOT REPRESENT AND WARRANT THAT THE SOFTWARE DOES NOT INFRINGE THE INTELLECTUAL PROPERTY RIGHT OF ANY OTHER PERSON. YOU ACCEPT RESPONSIBILITY TO VERIFY THAT THE SOFTWARE MEETS YOUR SPECIFIC REQUIREMENTS.

Section 3 – General provisions

1. User Obligations and Restrictions

The User agrees to use the Product and Services in compliance with all applicable laws and regulations. Misuse or unauthorized modifications void the warranty.

1. Intellectual Property; No Reverse Engineering

1. Intellectual Property Rights. Nuki and/or its licensors and Affiliates have, and shall retain at all times, the sole and exclusive right, title and interest in and to, and patents, trademarks, copyrights and other intellectual property rights relating to, all of the Products, Services, Software and related documents delivered to or made available to the Customers. Nothing in these GTC, or any proposal, offer, order, order acknowledgment or sale shall constitute or imply an assignment, conveyance or other transfer of any right, title or interest in and to any of Nuki’s or any of its Affiliates’ intellectual property rights in the Products, Services and/or Software to any Customer or any other person or to create a license to make or manufacture, or have made or manufactured, any product similar to the Products, Services or Software. The Customers herewith acknowledge and agree that ANY VIOLATION OF NUKI’S OR ANY OF ITS AFFILIATES’ COPYRIGHTS OR OTHER INTELLECTUAL PROPERTIES SHALL BE A WILLFUL VIOLATION, which shall entitle Nuki and its Affiliates to collect statutory and other damages as well as expenses, including attorneys’ fees, from the Customer.

2.  No Reverse Engineering.  The Customer shall not disassemble, decompile or otherwise manipulate or reverse engineer any Product or Software, or any part thereof, in order to make or have made any product, services or software similar to any Product, Service or Software, or any part thereof. This prohibition includes the design, manufacture, distribution, rent, license and sale of such reverse engineered Product, Service or software, whether independently or with or through an agent or any other person.

2. Limitation of Liability

1. Exclusion of Certain Damages. NEITHER NUKI OR ANY OF ITS AFFILIATES SHALL BE LIABLE TO THE CUSTOMER OR ANY OTHER PERSON, WHETHER BY WAY OF INDEMNIFICATION OR CONTRIBUTION OR OTHERWISE, FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES (SUCH AS LOST REVENUE, LOST PROFITS, LOST TIME, LOST REPUTATION, LOST PRODUCTS OR SERVICES OR LOST INFORMATION), WHETHER FORESEEABLE OR NOT, WHETHER IN AN ACTION IN CONTRACT, TORT, PRODUCT LIABILITY, CONSUMER FRAUD OR OTHERWISE, EVEN IF NUKI AND/OR ANY OF ITS AFFILIATES HAVE BEEN OR WILL HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, whether arising from non-conforming, defective or damaged materials, workmanship, manufacture or design, breach of warranty, delays in delivery or from any other cause whatsoever or based upon any legal theory whatsoever.

2. Maximum Liability.  Notwithstanding any provision of these GTC, in no event shall Nuki be liable to the Customer or any other person for damages or losses as a result of the installation, use, transportation or storage of any Product, Service and/or Software in excess of the purchase price paid by Customer therefor.

3. Website. Nuki does not accept, and shall not have, any liability whatsoever for the material offered for download or the material that any Customer has received as a result of using the services on the Site. The Customer shall be solely liable for any damage to its IT infrastructure or for the loss of data due to the downloading of any material related to the service from the Site.

4. Force Majeure. Upon the occurrence of a Force Majeure Event which makes the performance of contractual services considerably more difficult or impossible Nuki shall have the right (but no obligation) to suspend the performance of Services and its obligations hereunder for the duration of such Force Majeure Event. In the event that the Force Majeure Event shall continue for ninety (90) days, Nuki shall have the right (but no obligation) to terminate the Services. Notwithstanding any provision of the GTC, Nuki shall not incur any liability as a result of such suspension or termination. “Force Majeure Event” means any act or event which, shall be beyond the reasonable control of, and not caused by, Nuki and/or any of its Affiliates and shall include, but shall not be limited to, a natural disaster (such as a flood, hurricane, blizzard), a war, a terrorist attack, a riot, civil unrest, an embargo, an insurrection, a labor strike, a lock-out, an epidemic or a pandemic.

4. Governing Law

These GTC shall be governed by the laws of the State of New Jersey, without regard to its conflict of law provisions; provided, however, that the Parties expressly exclude the application of the 1980 United Nations Convention on Contracts for the International Sales of Goods.

5. Dispute Resolution

1.   Notice. This section includes a mandatory arbitration provision for certain claims. The claims to which this section applies are described below. This section limits Your and our rights. SPECIFICALLY, YOU UNDERSTAND THAT YOU AND NUKI ARE WAIVING THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL FOR CERTAIN CLAIMS. YOU MAY OPT OUT OF THE ARBITRATION PROCEDURE WITHIN THIRTY (30) DAYS FROM THE DATE THAT YOU FIRST CONSENT TO THESE GTC.

2.   Binding Consumer Arbitration.  To the maximum extent permitted by law, You agree that any controversy or claim arising out of or relating to this Agreement, the Products, the Services and/or the Software or any related matter (including the arbitrability of any claim or dispute and the enforceability of this section), shall be settled exclusively by final and binding arbitration. The arbitration shall be conducted before one arbitrator selected from the roster of arbitrators of the American Arbitration Association’s (“AAA”) under the Consumer Arbitration Rules and conducted within twenty-five (25) miles of Fort Lee, New Jersey, USA (or in the federal court district in which you reside at the time of making a claim, if mutually agreed by you and Nuki in writing in the interest of fairness). The arbitrator shall be an attorney practicing commercial law in New Jersey with at least fifteen (15) years of relevant experience with an office in a location within twenty-five (25) miles of the site of the arbitration. The AAA rules are available at http://www.adr.org or by calling 1-800-778-7879. You and Nuki are each responsible for their respective costs relating to counsel, experts, and witnesses, and any other costs relating to the arbitration. In the event that you file for arbitration, Nuki will pay for the arbitration administrative or filing fees in excess of two hundred fifty Dollars ($250), including the arbitrator and/or other AAA case management fees, for any dispute of seventy-five thousand Dollars ($75,000) or less, unless the claim is determined by the arbitrator to be frivolous. The arbitrator will make any award in writing but need not provide a statement of reasons unless requested by a party.

3.   Class Action Waiver: To the fullest extent permitted by law, except as otherwise provided in this section, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a class or representative proceeding or claims (such as a class action, consolidated action or private attorney general action) unless both You and Nuki specifically agree to do so following initiation of the arbitration. If You choose to pursue Your dispute in court by opting out of this section, as specified below, this class action waiver will not apply to you. Neither You, nor any other user of the Products, Services or Software can be a class representative, class member, or otherwise participate in a class, consolidated, or representative proceeding arising out of or relating to any purchase, sale or use of the Products, Services, and/or the Software or any related matter without having complied with the opt-out requirements below.

4.   Court Actions: Except as expressly set forth in this section, You and Nuki may litigate in court only to compel arbitration under these Terms or to confirm, modify, vacate or enter judgment on the award rendered by the arbitrators. To the extent that You have breached or have indicated Your intention to breach these Terms in any manner which violates or may violate Nuki ‘s or any of its licensor’s intellectual property rights, or may cause continuing or irreparable harm to Nuki (including, but not limited to, any breach that may impact Nuki ‘s or it’s licensor’s intellectual property rights, or a breach by reverse engineering), Nuki may seek injunctive relief, or any other appropriate relief, in any court of competent jurisdiction notwithstanding any provision of this Agreement.

5.   Opt-Out of Arbitration Procedures. Notwithstanding the above, You or Nuki may choose to pursue a dispute in court and not by arbitration if (a) the dispute qualifies, it may be initiated in small claims court; or (b) YOU OPT OUT OF THESE ARBITRATION PROCEDURES WITHIN 30 DAYS FROM THE DATE THAT YOU FIRST CONSENT TO THESE TERMS (the “Opt-Out Deadline”). You may opt out of this Section by mailing a written notification to Nuki here. Your written notification must include (1) your name, (2) your address, and (3) a clear statement that You do not wish to resolve disputes with Nuki through arbitration. Your decision to opt out of this Section will have no adverse effect on your relationship with Nuki. Any opt-out request received after the Opt-Out Deadline will not be valid and You must pursue your dispute in arbitration or in small claims court. In addition, this arbitration provision does not preclude You from bringing issues to the attention of federal, state, or local agencies. Such agencies can, if the law allows, seek relief against us on your behalf. The Federal Arbitration Act, 9 U.S.C. 1, et seq. (the “FAA”) governs the interpretation and enforcement of this agreement to arbitrate. The FAA’s provisions, not state law, govern all questions of whether a dispute is subject to arbitration.

6.   WAIVER OF JURY TRIAL: EACH OF NUKI AND THE CUSTOMER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO ANY TRANSACTION HEREUNDER.

7.  Legal Fees. In connection with any controversy hereunder, each party shall be responsible for its attorneys’ fees and disbursements and all court and related costs and expenses, except that if Nuki shall be the prevailing Party in any such controversy, Nuki shall be entitled to reimbursement of attorneys’ and experts’ fees and disbursements (including all fees, charges and expenses of the AAA and any court and related costs and expenses) from the Customer.

6. Miscellaneous

  1. Assignment: The Customer may not assign any of its rights or delegate any of its obligations hereunder to any third party. Nuki may assign claims of any kind to a third party.
  2. Amendments; Waivers. Nuki may amend and/or supplement the GTCs at any time upon at least thirty (30) days’ notice to the Customer. Such notice may be delivered by e-mail to the Customer’s address set forth in its order as it may be amended by the Customer from time to time). Any amendment and supplement to the GTC proposed by the Customer shall not be valid unless and until confirmed in writing by Nuki.
  3. Severability. If individual provisions of the GTC are or become invalid or unenforceable, this shall not affect the validity or enforceability of the remaining provisions. The invalid or unenforceable provision shall be replaced by a valid and enforceable provision whose economic purpose and economic result comes as close as possible to the provision to be replaced and meets the original intention of the contracting parties.
  4. Entry into force: These GTC enter into force on December 1st 2025 and shall replace all previous versions of the GTC.

Last update: July 2nd. 2025