Nuki Home Solutions GmbH (Nuki) is an IT- and mobile application service provider with its business focus on the generation, conception, development, implementation as well as commercialization of fully automated, including software- and hardware components for door locking systems (smart lock) as well as mobile applications (Apps).
For this purpose Nuki operates an interactive web platform (Website) which provides domestic and foreign users unlimited access to to the selective product- and service portfolio of Nuki (Product Portfolio). In order to access the entire Product Portfolio, registration on the Website is requested (see section 6 below). Users not being registered as Member on the Website may download mobile applications (Apps) whithout having access to product related hardware. Additional, selected content (e.g. further details on specific services) and general information about Nuki and the Product Portfolio are accessible without being registered as Member.
Unless stated otherwise herein, these General Terms and Conditions constitute the legal and commercial framework for the use of the Website (including its function, content and utilization) as well as all services, products and Apps of Nuki.
Below definitions summarize essential terms consistently and repeatedly used in these General Terms and Conditions. Any reference herein to the singular includes the plural and vice versa.
App: Mobile application for the use of the Product and the Product Portfolio.
GTC: These General Terms and Conditions of Business, which are deemed the exclusive basis for the licence agreement entered into by and between NUKI and the Counterparty.
Hardware: Hardware from the Product Portfolio marketed and sold through intependant distributors (as the case may be).
Intellectual Property: Any proprietary rights, including in particular copyrights (including trademark and proprietary signs and any protectable know-how in connection with the Website and the Product Portfolio.
Member: Each domestic or foreign user being registered on the Website and having been granted access – through a generated member account (user interface) – to certain functions and applications of the Product.
Member Account: Account of a Member that created at the time of his/her registration.
Nuki: Nuki Home Solutions GmbH, Münzgrabenstraße 92/4, A-8010 Graz, Austria.
Product / Product Portfolio: Innovative door locking system (smart lock) together with hardware and software (including but not limited to Apps) and all other product-related services of Nuki available for Users (entire range of products and services).
Registration: User’s registration on the Website.
User: Any natural person or legal entity accessing the Website or causing the Website to be accessed.
Website: interactive Website of Nukito hold available, market and commercially exploit the Products Portfolio.
Scope of Application
- These GTC shall apply to all points of access to the Product Portfolio, including in particular the Website and (sub-) domains (if any) or Apps.
- Subject to a revocation, these GTC shall be valid until cancelled in its current version (as amended from time to time).
- These GTC are available in different languages.
Execution of a Contract
- Offers by Nuki to enter into contracts shall be deemed subject to change. The products and services described or advertised online or otherwise (e.g. brochures, catalogues, price lists) do not constitute binding offers but shall rather indicate an invitation to the User to make an offering. Contracts are considered validly executed upon acceptance of an offer by Nuki such acceptance to be made either by sending an order confirmation (via mail, telefax or E-Mail), by delivering the requested product to the customer or performing the requested service.
- By registering, the User expressly confirms its knowledge and the unlimited recognition of the content of these GTC by activating the checkbox installed for this purpose.
- Nuki is entitled to reject users without giving reasons. In this event, any transmitted details will be deleted without undue delay.
- Any information on technical data or product features Nuki provides in printable formats, catalogues, advertisements, price lists and other information and promotional materials merely represent a general description and labelling of Nuki’s services and may not be relied upon for asserting customer claims, if any. A guarantee as to a certain quality shall only be deemed to exist if such guarantee has been expressly indicated and agreed.
- In the event of discrepancies regarding IT-related terms and symbols, quality- or format requirements or the like, these GTC shall be used for interpretations (as the case may be).
§ 4 Subject-matter and scope of services
- Currently, Nuki essentially offers its Users the following services and information from the product portfolio:
- Product (software and hardware): providing, regular update of the Product, composed of
- „Nuki Software“ (including Apps, web-based software and interface to third party systems)
- „Nuki Smart Lock“
- „Nuki Bridge“ (relevant for connections of Nuki Smart Locks with the internet)
- „Nuki Accessories“ (Nuki Fob as Button with bluetooth station and other services or applications of Nuki).
The product portfolio may be amended, adapted or updated any time and from time to time. By regsistering for the Nuki-newsletter, Users may catch up on the current Product Portfolio and services from Nuki. Detailed product and service specifications are also available on the Website.
- Apps: Nuki provides applications for iOS, Android and in future for more smartphones on a global scale. These applications can be used both isolated on the smartphone as well as in connection with the Website.
Subject to the User’s consent, relevant data is transmitted from the smartphone to the Website and shared with third party providers (e.g. integration of Nuki in other product environments through interfaces).
The User hereby confirms the User’s knowledge that as a result of the transmission of data from the smartphone to the Website, certain costs of the mobile carrier will be incurred that have to be borne by the User.
The mobile applications are only available to users of smartphones. Only the basic functionality of the mobile applications is available for free.
Additional terms and conditions on the part of the mobile phone- providers apply.
- Website: The following services are associated with the Website or Member Accounts:
- Admission of customized access and options for use;
- Provisioning, regular updating and maintaining the Website;
- Converting and implementing generated data on the Website.
- Settings: Providing individual Member Accounts; Members may independently access the data stored in the system at any;
- Webshop: In this category User are connected via “link” to the (Web-) Shop of Nuki, which provides specific hardware in addition to the Product Portfolio. Therefore special shop terms and conditions are defined, and are not part of these GTC.
- Other Services: Nuki issues a newsletter containing information on the current Product Portfolio, product updates and other news at Nuki. User may register for the Nuki-newsletter on the Website. The User can opt out of receiving a newsletter each time such newsletter is received. Upon opting out, the User will not receive any further newsletters from Nuki.
- Delivery of data carriers, documentations and function-/performance reports is made at the respective users expense and risk. Additional educations and clarifications requested by the User are charged separately.
- Nuki is entitled to substantively alter functions and services (on the Website), to deactivate them temporarily or permanently or to import new functions or condition individual functions on the performance of conditions.
- If the provision of services by Nuki is or becomes impossible, Users will be notified without undue delay. Nuki may refuse services or execution of orders if deemed impossible due to a default (omission) of or any other circumstances attributable to the User. Expenses incurred with Nuki in relation to such activities, if any, are to be reimbursed by the User.
§ 5 Services/Obligations of Users and Members
- The User undertakes to appropriately use the Website and the Product Portfolio in accordance with these GTC. Members avow for using their Member Account in a legally compliant fashion.
- The User is prohibited from using software, data or (technical) devices that could result in an impairment of the functionality of the Website or the Product Portfolio. The same applies to the use of Members Accounts.
- Changes to the system requirements within the sphere of a User shall be indicated promptly.
- Where necessary, the User shall – timely and free of charge – provide all such documents, information and devices as are required for Nuki to render services. If applicable and deemed necessary, Users shall furthermore request third parties to contribute to the services where such contribution constitutes a prerequisite to Nuki services.
- Denial to cooperate with Nuki might lead to a delay or a limitation in the quality of Nuki’s services. Nuki shall not assume any liability for frustrated expense or damages as a consequence of uncooperative acting.
- Those Users registered for the newsletter shall notify Nuki of any changes of their corporate name and address as well as the legal form of their business entity. In the absence of such notification, documents shall be deemed to have been properly delivered if sent to the last address or paying office indicated by that Member.
- Where relevant, Users grant Nuki a right to use and include a company name, logo or trademark, if any, in a partner list and to publicly announce such User’s business relation with Nuki.
Registration of the Website, administration of member account
- In the course of registration on the Website, each Member shall provide some personal data in order to facilitate individualised and secure access to the User Interface and services of Nuki.
- Such personal data are evident from the registration form of Nuki, e.g., first name, last name, date of birth, and shall be provided completely and correctly, unless such details are marked as voluntary. Registration is only possible by using the Member’s civil name (see below).
- Registration as Member is reserved only for natural persons and legal entities with full legal capacity. Persons under 14 are not allowed to use these services. Registration of a legal entity may only be undertaken by an authorised representative of the entity to be identified by name.
- The access data and addresses provided at the time of registration on the Website are to be provided and maintained in a complete and truthful fashion and shall at all times be kept up-to-date. Disclosure of access and registration data is supplied on personal responsibility. (e.g. to Authorized Users; see section 6 para 8).
- Passwords and usernames may not breach applicable laws, offend common decency or infringe on the rights of third parties. Furthermore, the username or any E-mail or website address or other contact information such as telephone numbers may not contain either the term Nuki or any similar designation associable with Nuki or its services including but not limited to the Product Portfolio. The username should be treated confidential. However, Member’s shall be free to disclose their username at their own riks. To prevent phishing of access data and misuse of the Member Account Members being asked to transmit or enter their usernames shall check whether this request is from Nuki or from an authorised third party.
- Users are free to grant third person – so called “Authorized Users” – (temporary) access to the Product Portfolio. In this context, the respective Authorized User shall be notified per invitation that also includes access codes, which enable such beneficiary to make use of the Product or other services from Nuki. Use of and access to the Product Portfolio shall be limited to the extent determined by the legitimating User/Member. Members shall further have the opportunity to grant Authorized Users access to their Member Account. Users remain solely responsible for disclosure of personal (access) data. Authorised Users will be assigned to individual interfaces (Channels) enabling them to access the Member Account including data and or other information cleared for access by the respective User/Member. Use of individualized interfaces (Channels) shall occur under the sole responsibility of the persons concerned. Nuki shall not bear any responsibility for information and other content communicated through Channels or become liable for the misuse of data whatsoever.
- To preserve data security, Users shall
- diligently care for the personal details and only allow such persons access to its own details that are close to the user; and;
- regularly save important personal details externally, e.g., on an external storage medium, hard drive or in the cloud. Nuki shall not be responsible for any lost or impaired details.
- Members are futher requested,
- only to save, publish, transmit and distribute such content, e.g., photos, pictures, text, representations or videos, if the User is authorized to pass on such content, i.e., (i) if the User has the exclusive right to use such content or, (ii) in the event that the User is not the owner of such rights with respect to content provided by it, if the User guarantees to Nuki that all required rights, licenses, permits etc. have been validly obtained. This shall also apply to content subject to Intellectual Property rights, such as trade names and trademarks. The Member shall be exclusively responsible for such content and the contractual use of the Website/the Member Account by legitimated Authorized User;
- not to save, publish, transmit or distribute any content that is racist, insulting, discriminating, denunciating, sexual, glorifies violence or is otherwise illegal;
- not to carry out any disrupting interferences in the Nuki network by use of technical or electronic aids, such as hacking attempts, brute force- attacks, planting of viruses/worms/trojans and other disrupting attempts regarding Nuki’s software or hardware;
- not to copy, distribute, transmit or collect by use of technical aids, e.g., by crawlers or bots, accessible details without the consent of the respective owner;
- not to to transfer a Member Account to third parties without a prior consent from Nuki;
- tp provide prompt notice via email to an <firstname.lastname@example.org> of any detected breaches of the aforementioned obligations;
- Upon a breach of these GTC or any legal provisions (regarding data protection), Nuki, at its sole discretion, is free to impose the following sanctions upon Users:
- Permanent or temporary deactivation of Website access or the Member Account;
- Permanent or temporary deletion of access data of a the Member;
- Deletion of illegal content on the Website/the Member Account.
End of Use, Exclusion
- Each Member shall have the right to terminate the use of the Product Portfolio at any time via its account settings („My Profile“). Termination of use shall be confirmed once.
- Nuki reserves the right to terminate a User from accessing the Website or the Product Portfolio for important reasons, such as due to gross breaches of these conditions of use.
- As a result of any termination of a membership or any contract with a User, all personal data of the User, including graphics, images, comments, communication and other content on the member account will be irrevocably deleted. This shall not include data/information Nuki is legally required to store for a particular period of time.
- Even upon termination of a user contract Nuki reserves the right to use, exploit and reproduce publicly available content of a User.
RIGHT TO WITHDRAW OF CONSUMERS
If the user is qualified as a consumer by law, the right to withdraw applies:
- Cancellation Right. Users (comsumers) may cancel your agreement with Nuki in writing, e.g., by letter, fax or email, within 14 days from the later of the date (i) on which the agreement was entered into and (ii) of receipt of any physical products you may have ordered, in each case without stating any reasons. Exercise of this right of termination shall be made on the basis of a revocation form, such form to be provided to the User on a permanent data carrier at contract closing.
Notification of cancellation shall be sent to
Nuki Home Solutions GmbH
- Consequences of Cancellation. In the event of a cancellation, any benefits received by one party from the other must be returned, and any economic advantages gained must be repaid. If a User is not able to return the services rendered to Nuki in full or in part, Nuki shall be reimbursed for the value lost. Users shall therefore fulfill any payment obligations until cancellation has become effective. Obligations to reimburse costs must be fulfilled within 30 days. For Users, this period begins when forwarding the contract termination, for Nuki upon receipt thereof.
- At contract formation, Users confirm that they’ve been informed about their cancellation rights.
§ 8 Representation and Warranties
- Nuki provides its services on the basis of generally valid industry sector norms and practises. However, Users are aware that pursuant to current state of the art, it is not possible to render web-based services which are completely free of faults or errors. Nuki does not represent or warrant that the Website will be available at all times, or that it and the necessary hardware and software will be completely free from errors.
- Network outages, disruptions, maintenance work or other events which are unavoidable and for which Nuki bears no responsibility may give rise to interruptions of service. In such case, Nuki shall exert reasonable efforts to the best of its knowledge and ability to eliminate faults and disruptions as quickly as is possible in technical and economic terms.
- Nuki assumes no liability or warranty whatsoever for the correctness of the data forwarded to it by Counterparties/Members, such as details regarding their identity, addresses, qualifications, references or creditworthiness. Members are thus required to scrutinise such data of other Members/Users as is relevant to them as needed. Nuki shall follow up any notice it receives as to incorrect details and shall request the Member in question, where applicable, to make a correction or shall block/delete the details.
- Use of the Product Portfolio shall be at Users own risk. This applies to the unlimited use of hardware (e.g. personal smartphones, Nuki Smart Lock and/or Nuki accessories etc) as well as downloading of the User’s own and third party content.
- Additionally, Nuki does not make any representations or warranties with respect to external links, banners or other information and marketing offers that may be made accessible to the user. Any contractual arrangements entered into between the User and a third party provider, e.g., via linked websites or banners, result in a contractual relationship between such User and the third party provider only. Nuki does not make any representations or warranties with respect to products or services of third party providers.
- Nuki further assumes no warranty with respect to errors or other outages on the Website or the Member Account:
- based on errors of the hardware, the operating system or software of other manufacturers or wireless telephony providers;
- caused by errors of use, irrespective of the type thereof, and which could have been avoided if proper and careful use had been made;
- due to infection with computer viruses or other external influences for which Nuki bears no responsibility, such as fire, accidents, power outages etc.;
- on the basis of an unauthorised modification by the Counterparty or third parties to the system environment for which the Website or the Member Account was configured.
Limitation of Liablity
- Nuki shall bear liability within the scope of applicable tort laws caused by executive officers, employees, vicarious agents or other persons engaged to provide services to counterparties only where behaviour of Nuki or personnel attributable to Nuki is evidenced to be intentional or grossly negligent. Liability for slight negligence is excluded, except for damages to life and limb.
- Unless required by statutory law, neither Nuki nor any of its business affiliates shall be liable for damages resulting from the use of content made accessible through the use of the Product Portfolio. This also applies to damages resulting from errors, problems, viruses or loss of data.
- Nuki assumes no liability for downloaded material or material obtained as a consequence of using the Website. The Registered User is solely responsible for any damages caused by such materials to his computer system or for information that is lost as a consequence of downloading materials from the Website.
- Users remain exclusively liable for any claims of lawsuits of any kind in any way derived from or related to conflicts with other users. The User acknowledges and accepts that Nuki will not, under any circumstances, be liable for the acts and omissions of other users, including the damages associated with such acts or omissions.
- Events of force majeure which render the provision of the contractual services significantly more difficult or impossible shall entitle Nuki to defer its performance of the contractual obligations by a period of time equal to the period of the impediment plus a reasonable grace period. The following events are considered as equivalent to force majeure: strikes, lock-outs, interventions of public authorities for which Nuki bears no responsibility, and similar circumstances, provided that they are unforeseeable, not susceptible, controllable and not due to default. In such cases, Nuki shall likewise bear no liability.
- Nuki permits its Users to use the Product Portfolio in accordance with statutory law and these GTC, in order to upload, save, publish, distribute, transmit and share content with other users.
- The User consents that as a result of the automatic evaluation of the way such User uses the Website, it may be exposed to certain offers and/or marketing messages tailored to such User.
- The User consents that marketing measures may also be taken in the proximity of content created by such User.
- Nuki shall have the right to save content or disclose such content to third parties, to the extent this is required by law, or legally permissible and reasonably necessary, in order to
- comply with statutory law, or court or administrative orders
- ensure compliance with these GTC;
- react to claims of breaches of law raised by third parties; or
- safeguard the rights, property or personal safety of Nuki, its Users and the general public.
- The user grants Nuki the irrevocable, free, non-exclusive and unlimited right to use all content generated, transmitted, saved and published by such user. Accordingly, Nuki shall have the right to use, irrespective of the type of usage, all content as part of the service offer and any other activity of Nuki or any company affiliated with Nuki. This shall include the right to change and edit such content, unless such changes or edits impair material interests of the User. In this connection, the User waives, to the extent legally permissible, all Intellectual Property rights. However, to the extent feasible, in the event that Nuki uses content created by a user outside the Website, Nuki shall note that such content was created by the User.
- Users warrant that content uploaded to and communicated by them via the Website shall
- be free of rights of third parties, in particular of Intellectual Property rights;
- be their own (Intellectual) Property or be subject to proper authorisation by a third Party with entitlement to give such authorisation to use the content in question via the Website;
- not breach applicable law or other applicable binding statutes and in addition
- not be apt in any manner to give rise to legal obligations (liability) on the part of Nuki.
- The User shall hold harmless and indemnify Nuki from and against any third party claims raised because of an alleged breach of proprietary rights due to content being uploaded by the User within the Nuki network or due to any other use of applications available throught the Nuki network. User shall bear the costs of a legal representation that becomes necessary including but not limited to court- and lawyer’s expenses up to the amount required by law. This, however, shall not apply if the alleged infringement is not attributable to culpable behavior of the User.
- The User shall promptly and correctly inform Nuki of any third party claim and provide any information available and relevant for an examination of the claims and for an adequate defence. Exceeding claims for indemnity of Nuki remain unaffected.
- Nuki does not claim ownership of any content created by users and will not supervise such content.
- Nuki reserves the right to delete content created by Users, such as routes, events or comments without giving reasons. In this event, the user shall be notified and, in the event of a breach of these GTC, may be sanctioned.
- Nuki shall not be responsible for inaccurate content created by Users.
Compensation, terms of payment
- Pricing of Nuki is based on customary calculations and refers to the scope of services, the Product Portfolio in particular, requested by a User.
- All prices are denominated in euros. Delivery costs, if any, shall be charged separately and apply only to the present contract.
- As a rule, fees are payable upon receipt of an invoice on the due date indicated in the invoice or, in the absence of such due date, within seven calendar days following receipt of the invoice by the User. The invoiced amount shall be credited to the bank account indicated in the invoice on the due date, at the latest. Use of Products shall be conditional upon settlement of open accounts with Nuki; latter may retain provision of Services until payment has been received.
- Payment shall be deemed received on the date the amount is available to Nuki or credited to the bank account indicated on the invoice. In case of delayed payments, Nuki shall charge legal default interest as of the 15th day following the invoice date, unless costs in excess thereof have been incurred. Dunning, enquiry and other costs incurred in the context of recovering a claim shall be borne by the User. This shall not restrict Nuki to assert any further damages if applicable.
- Nuki accepts credit cards, online payment (Paypal, online-banking) as well as down payments. The Customer shall bear all expenses arising in connection with payment transactions.
- The User waives its right to set off any counterclaims against compensation claims, unless these counterclaims have been acknowledged by Nuki in writing or determined by a court. Moreover, the Member may not withhold payments on the grounds of incomplete total delivery, guarantee or warranty claims or complaints.
- All tax liabilities arising from or pertaining to payments to Nuki, except income tax, shall be borne solely by the User. The Customer shall hold harmless and indemnify Nuki for any wrongful assertion of such tax claims.
- Any and all notices relating to the these GTC must be provided in written or electronic (e-mail) form. Contact information for Counterparties may be found on the website <www.nuki.io>. The information entered at the registration for a Member Account shall be deemed the Member’s contact information. Notices sent by Nuki to these contact details by E-mail shall be deemed to have been received at the time they were dispatched, notices sent by post shall be deemed to have been received two days from the time they were dispatched, except where the Member furnishes proof that it received them at a later point in time.
- Where notices are transmitted as between Nuki and a Member or between Members inter se by E-mail and thus in electronic form, the Member is deemed to acknowledge the unrestricted effectiveness of statements of intent transmitted by this means. The e-mail must contain the name and e-mail address of the sender as well as the time of dispatch (date and time).
- Any e-mail received pursuant to the foregoing provisions shall, subject to proof of the contrary, be deemed to originate from the owner of the address of the sender. The legally binding effect of the e-mail and that of its electronic form shall apply with respect to all notices and declarations attendant on the usual performance of contract.
Prohibition on assignment
The transfer of the agreement with Nuki and the assignment of rights and delegation of obligations under the Licence Agreement by a User is impermissible without a written approval from Nuki.
- This Agreement is governed by Austrian law. The parties hereby agree that the United Nations CISG shall have no application.
- To the extent permitted by law, the parties hereby agree that exclusive jurisdiction and venue for all disputes resulting out of this Agreement shall lie with the court located in Graz with subject-matter jurisdiction thereof.
- No amendments or addenda to these GTC or any other agreements of the parties shall be valid unless they are confirmed by Nuki in writing.
- If any term of these GTC should be or become invalid or unenforceable, the validity or enforceability of the remaining provisions hereof shall not be affected hereby. The invalid or unenforceable provision shall be deemed replaced by a valid and enforceable provision, the commercial purpose and commercial outcome of which shall come as close as possible to the provision being replaced and which shall comport with the original intent. The parties hereby undertake to memorialise this replacement term without delay in writing and to execute the same.
Nuki Home Solutions GmbH
Commercial register number: FN 422826 d (Reginal Court Graz, as commercial court)
VAT No: ATU69049727
DVR No: 4014616
Data protection regulations: https://nuki.io/en/service/privacy/