Terms of Service

1. B2B Only and Acceptance

1.1 Business customers only

The Services are offered exclusively to entrepreneurs, merchants, legal entities under public law, or special funds under public law acting in the exercise of their trade, business, or profession ("Business Customers"). Consumers are excluded from using the Services.

1.2 Authority

By accessing, registering for, ordering, or using the Services, you confirm that:

• you act on behalf of a Business Customer;
• you are authorized to bind that Business Customer; and
• that Business Customer agrees to be bound by these Terms.

1.3 Contract documents

These Terms, together with any accepted order form, proposal, statement of work, service description, data processing agreement, and Privacy Policy, form the entire agreement between Nivk and the relevant Business Customer.

1.4 Order of precedence

In the event of a conflict, the following order shall apply unless expressly agreed otherwise in writing:

1. signed master services agreement or signed order form;
2. statement of work or proposal expressly accepted by Nivk;
3. data processing agreement;
4. these Terms;
5. website materials, product pages, marketing materials, and other non-contractual descriptions.

2. Services

2.1 Scope

Nivk provides an AI-supported GEO and SEO software platform and related services for Shopify stores, which may include store analysis, content assistance, keyword and content analysis, blog drafting, publication workflows, automated or customer-triggered publishing to Shopify, workflow automation, integrations, reporting, and optional managed or done-for-you services, depending on the applicable subscription, order, or agreement.

2.2 No fixed feature promise

The exact features, usage limits, support level, onboarding scope, integrations, and service components depend on the applicable plan, order form, proposal, or written agreement. Product descriptions on the website are for general information and do not constitute a guaranteed feature set unless expressly incorporated into an order.

2.3 Beta and pilot features

We may offer certain features as alpha, beta, pilot, preview, experimental, or similar. Such features may be incomplete, changed, suspended, or discontinued at any time and may be subject to additional terms.

2.4 Changes to Services

We may update, improve, modify, replace, suspend, restrict, or discontinue parts of the Services where reasonably required for technical, legal, security, operational, commercial, or third-party dependency reasons. Changes do not apply retroactively. Nivk will not materially reduce the agreed core functionality of a paid subscription during the current committed term, except where such reduction is reasonably necessary due to legal requirements, security risks, material third-party dependency changes outside Nivk's reasonable control, or to prevent serious technical or operational harm to the Services. If a change materially reduces the agreed core functionality of a paid subscription, we will provide reasonable notice where practicable.

3. Accounts, Users, and Access

3.1 Account information

The Business Customer must provide accurate, complete, and current account, billing, and contact information and keep it updated.

3.2 Users

Access credentials are personal to the authorized user unless otherwise agreed in writing. Login credentials must be kept confidential and may not be shared contrary to the permitted seat or user model.

3.3 Responsibility for users

The Business Customer is responsible for all acts and omissions of its users, employees, contractors, affiliates, and other persons accessing or using the Services through its accounts, as if such acts and omissions were its own.

3.4 Security

The Business Customer shall use appropriate security measures, including secure passwords, access management, and prompt deactivation of users who no longer require access.

3.5 Unauthorized use

The Business Customer must notify Nivk without undue delay if it becomes aware of unauthorized access, misuse, security incidents, or loss of credentials.

3.6 Right to refuse or suspend access

We may refuse registration, limit access, verify identity, suspend users, or block access where reasonably necessary for security, abuse prevention, compliance, non-payment, legal risk, or operational reasons.

4. Shopify and Third-Party Services

4.1 Third-party dependencies

The Services may rely on Shopify and other third-party services, including hosting, analytics, communications, AI providers, payment providers, and APIs.

4.2 Customer responsibility for third-party accounts

The Business Customer is responsible for its Shopify store, third-party accounts, permissions, licenses, and compliance with third-party terms.

4.3 Authorization

By connecting a Shopify store or other third-party system, the Business Customer authorizes Nivk to access, use, process, and transmit the relevant data to the extent reasonably necessary to provide the Services.

4.4 No responsibility for third-party services

Nivk is not responsible for the availability, accuracy, performance, security, policy changes, acts, omissions, outages, or failures of third-party services.

5. Orders, Subscription Plans, Fees, and Payment

5.1 Orders

Services are provided based on the applicable subscription plan, order form, accepted proposal, statement of work, or other written agreement.

5.2 Fees

All fees are stated in EUR unless expressly stated otherwise and are exclusive of applicable VAT, withholding taxes, duties, levies, and similar governmental charges.

5.3 Taxes

The Business Customer is responsible for all applicable taxes, duties, and similar charges associated with the purchase and use of the Services, except taxes based on Nivk's net income.

5.4 Reverse charge and international billing

For cross-border transactions, the Business Customer must provide accurate tax and invoicing information, including VAT identification details where applicable. If reverse-charge treatment is applied, the Business Customer remains responsible for the correctness of the information provided.

5.5 Invoicing and payment

Unless otherwise agreed in writing:

• subscription fees are invoiced or charged in advance;
• invoices are payable within 14 days of invoice date;
• payments shall be made without deduction, set-off, counterclaim, withholding, or suspension, except where finally adjudicated or undisputed.

5.6 No dependency on usage

Fees are owed regardless of the actual extent of use of the Services, provided that Nivk has made the Services available in accordance with the agreement.

5.7 Late payment

If the Business Customer fails to pay on time, it is in default without further notice where legally permissible. Nivk may charge statutory default interest and reasonable collection costs and may suspend Services until all outstanding amounts are paid.

5.8 Price changes

Nivk may adjust fees for future renewal terms upon prior notice. Fee changes do not apply retroactively to the current committed term unless expressly agreed otherwise.

5.9 Plan changes

Upgrades may take effect immediately and may be invoiced on a prorated basis. Downgrades generally take effect at the end of the current billing term unless otherwise agreed. Changes in scope or usage may require migration to a different plan or separate order.

5.10 Renewal

Unless otherwise agreed in writing, paid subscriptions renew automatically for successive periods equal to the initial term or the then-current renewal term, unless terminated by either party with at least 30 days' written notice before the end of the current term.

5.11 No refund

Except where mandatory law requires otherwise or where expressly agreed in writing, fees are non-cancellable and non-refundable.

6. Acceptable Use

6.1 Lawful use

The Business Customer may use the Services only for lawful business purposes and in accordance with these Terms.

6.2 Prohibited conduct

The Business Customer shall not, and shall not permit any user or third party to:

• use the Services in violation of applicable law or regulation;
• infringe third-party rights, including intellectual property, privacy, publicity, or confidentiality rights;
• use the Services to create, store, publish, or distribute unlawful, deceptive, defamatory, infringing, hateful, obscene, or harmful content;
• upload malware, malicious code, or harmful data;
• interfere with or disrupt the Services or the systems and networks used to provide them;
• circumvent usage limits, access controls, or technical restrictions;
• reverse engineer, decompile, disassemble, or otherwise attempt to derive source code, models, or underlying methods except where mandatory law expressly permits it;
• scrape, mirror, copy, reproduce, resell, white-label, sublicense, or make the Services available to third parties except as expressly permitted in writing;
• use the Services to build or train a competing product based on the Services themselves;
• use automated means in a way that creates unreasonable technical load or operational risk.

6.3 Fair use and technical limits

Where usage thresholds, fair use principles, or technical limits apply, Nivk may take reasonable measures to prevent excessive system load, abuse, scraping, misuse, or technically harmful use, including throttling, rate limiting, suspension, or restriction of specific functionality.

7. Customer Content, Instructions, and Responsibility

7.1 Customer Content

"Customer Content" means all data, content, prompts, store materials, instructions, documents, brand assets, product information, and other materials submitted, uploaded, connected, transmitted, or otherwise made available by or on behalf of the Business Customer.

7.2 Customer responsibility

The Business Customer is solely responsible for:

• the legality, accuracy, completeness, quality, and reliability of Customer Content;
• its prompts, instructions, and approval decisions;
• the use of outputs, recommendations, and generated materials;
• ensuring that all Customer Content and resulting use comply with applicable law and third-party rights.

7.3 No verification obligation

Nivk is not obliged to verify the legality, accuracy, completeness, quality, or fitness for purpose of Customer Content, customer instructions, store content, or data provided by the Business Customer.

7.4 Rights clearance

The Business Customer represents and warrants that it has all rights, permissions, authorizations, and legal bases required to provide Customer Content to Nivk and to permit its processing for the purpose of providing the Services.

7.5 License to Nivk

The Business Customer grants Nivk a non-exclusive, worldwide, limited-duration right to host, store, reproduce, process, transmit, display, and otherwise use Customer Content solely to the extent necessary to provide, secure, support, maintain, and improve the Services and to perform the agreement.

7.6 Aggregated and anonymized usage data

Nivk may collect and use aggregated, anonymized, and de-identified usage and performance data for analytics, service improvement, security, benchmarking, and internal business purposes, provided that such data does not identify the Business Customer or any individual.

7.7 Publication authority

Where the Business Customer enables publishing functionality, configures automated workflows, or instructs Nivk to publish content to the Business Customer's Shopify store or connected systems, the Business Customer authorizes Nivk to publish, schedule, modify, or update such content in accordance with the Business Customer's settings, instructions, and enabled features. The Business Customer remains solely responsible for reviewing whether such settings and instructions are appropriate for its business.

8. AI Features and Output

8.1 AI-assisted functionality

The Services may include AI-supported features that generate drafts, analyses, recommendations, classifications, summaries, strategies, or other output ("Output").

8.2 No guarantee regarding Output

Output may be inaccurate, incomplete, misleading, unsuitable, non-unique, or similar to content generated for others. Nivk does not guarantee that Output is factually correct, non-infringing, unique, legally compliant, or fit for any particular purpose.

8.3 Review and supervision

The Business Customer is responsible for determining the level of human review, approval, and supervision appropriate for its use of the Services. Where the Services allow automated publishing, scheduling, or implementation based on customer settings or instructions, the Business Customer accepts responsibility for enabling and supervising those workflows.

8.4 Customer responsibility for use of Output

All decisions regarding whether Output is reviewed, approved, published, scheduled, implemented, or otherwise used remain solely with the Business Customer, including where such actions are taken automatically through customer-enabled settings, workflows, or integrations.

8.5 No professional advice

Output does not constitute legal, tax, regulatory, financial, or other professional advice.

9. Managed Services and Done-for-You Services

9.1 Scope

If Nivk provides onboarding, consulting, implementation support, managed GEO/SEO services, done-for-you services, or publishing support, the applicable scope shall be defined in the relevant plan, order form, proposal, or statement of work.

9.2 Cooperation duties

The Business Customer shall provide all information, approvals, access, feedback, and cooperation reasonably required to enable performance. Delays resulting from missing or late input, approvals, or access are not attributable to Nivk.

9.3 No guaranteed commercial result

Nivk does not guarantee rankings, search visibility, leads, traffic, conversions, revenue, profitability, or any specific business outcome. Performance depends on many factors outside Nivk's control.

9.4 Estimates only

Any implementation schedules, delivery estimates, or expected milestones are non-binding unless expressly agreed as binding in writing.

10. Intellectual Property

10.1 Nivk rights

All intellectual property rights and other proprietary rights in and to the Services, software, interfaces, workflows, designs, know-how, documentation, methods, models, branding, and related materials remain vested in Nivk or its licensors.

10.2 Limited use right

Subject to payment and compliance with these Terms, Nivk grants the Business Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the agreed term for its internal business purposes.

10.3 Restrictions

Except as expressly permitted, the Business Customer shall not copy, distribute, reproduce, modify, create derivative works from, rent, lease, sell, sublicense, or otherwise exploit the Services or related materials.

10.4 Feedback

If the Business Customer provides suggestions, comments, feature requests, or other feedback, Nivk may use such feedback without restriction and without compensation.

11. Availability, Maintenance, and Support

11.1 General standard

Nivk will use commercially reasonable efforts to make the Services available and to maintain them in a generally functional and secure condition.

11.2 No uptime guarantee unless separately agreed

Unless explicitly agreed in writing in a separate service level agreement, Nivk does not guarantee uninterrupted availability, uninterrupted access, or any specific uptime percentage.

11.3 Maintenance

Nivk may perform scheduled or emergency maintenance and may temporarily suspend access where reasonably necessary for maintenance, security, updates, or technical reasons.

11.4 Support

Support channels, service windows, response times, and support scope depend on the applicable plan or separate agreement. General support statements on the website are non-binding unless expressly included in an order.

12. Data Protection and Confidentiality

12.1 Data protection

Each party shall comply with applicable data protection law with respect to personal data processed in connection with the Services.

12.2 Data processing agreement

If and to the extent required by applicable law, the parties shall enter into a separate data processing agreement.

12.3 Confidentiality

Each party shall keep confidential information of the other party confidential and use it only for purposes of the agreement, except where disclosure is required by law, by a competent authority, or to professional advisers under appropriate confidentiality obligations.

12.4 Exclusions

Confidentiality obligations do not apply to information that:

• is or becomes public without breach of this agreement;
• was lawfully known to the receiving party before disclosure;
• is lawfully received from a third party without confidentiality obligation; or
• is independently developed without use of the disclosing party's confidential information.

13. Warranty and Defects

13.1 Limited warranty

Nivk will provide the Services with reasonable care and skill and in substantial accordance with the agreed core functionality of the applicable plan or order during the contract term.

13.2 Remedy first

In the event of a defect, Nivk may first remedy the defect within a reasonable period by repair, replacement, workaround, re-performance, or other suitable corrective action.

13.3 Exclusions

No warranty applies where an issue results from:

• misuse of the Services;
• incompatible third-party systems;
• unauthorized changes made by the Business Customer or third parties;
• Customer Content, prompts, store data, or customer instructions;
• beta, pilot, preview, or experimental features.

13.4 Notice of defects

The Business Customer must notify Nivk of defects without undue delay in text form and provide sufficient information to allow diagnosis and remediation.

14. Liability

14.1 Unlimited liability

Nivk shall be liable without limitation only for:

• intent;
• gross negligence;
• injury to life, body, or health;
• fraudulent concealment;
• claims under the German Product Liability Act; and
• any other case in which liability cannot be excluded or limited by mandatory law.

14.2 Liability for slight negligence

In cases of slight negligence, Nivk shall only be liable for breach of an essential contractual obligation, and such liability shall be limited to the foreseeable damage typical for this type of agreement.

14.3 Excluded losses

Except where Section 14.1 applies, Nivk shall not be liable for indirect or consequential damages, including loss of profit, loss of revenue, loss of goodwill, loss of opportunity, loss of business, loss of anticipated savings, or purely indirect commercial losses.

14.4 Liability cap

Except where Section 14.1 applies, Nivk's total aggregate liability arising out of or in connection with the agreement shall not exceed the fees actually paid by the Business Customer to Nivk under the relevant order in the twelve (12) months preceding the event giving rise to the claim.

14.5 Free services

If Services are provided free of charge, Nivk's liability for slight negligence is excluded to the maximum extent permitted by law.

14.6 Time limit for claims

Except where mandatory law provides otherwise, claims against Nivk arising out of or in connection with the Services must be brought within twelve (12) months from the date on which the Business Customer became aware, or should reasonably have become aware, of the circumstances giving rise to the claim.

14.7 Application to personnel

The foregoing limitations of liability also apply to Nivk's legal representatives, employees, contractors, affiliates, agents, and vicarious agents.

15. Indemnification

The Business Customer shall indemnify, defend, and hold harmless Nivk and its affiliates, officers, employees, and agents from and against third-party claims, damages, losses, liabilities, costs, and reasonable external legal fees arising out of or relating to:

• Customer Content;
• the Business Customer's use of the Services;
• outputs implemented or published by the Business Customer;
• breach of these Terms by the Business Customer or its users;
• infringement of third-party rights caused by Customer Content, customer instructions, connected systems, or materials supplied by the Business Customer,

unless and to the extent the relevant claim was caused by Nivk's own breach of contract or unlawful act.

16. Term, Suspension, and Termination

16.1 Term

These Terms apply as long as the Business Customer uses the Services or a relevant order remains in effect.

16.2 Termination for convenience

Where a fixed subscription term applies, termination for convenience is only possible in accordance with the agreed notice period and effective date.

16.3 Termination for cause

Either party may terminate for cause if the other party materially breaches the agreement and fails to cure the breach within a reasonable cure period after notice, unless a cure period is not required by law or is clearly futile.

16.4 Immediate suspension or termination

Nivk may suspend or terminate access immediately, in whole or in part, where reasonably necessary due to:

• non-payment;
• legal or regulatory requirements;
• misuse or breach of these Terms;
• security risks;
• fraud or suspected fraud;
• risk of harm to Nivk, other customers, or third parties.

16.5 Effect of termination

Upon termination or expiry:

• the right to use the Services ends;
• all outstanding fees become immediately due to the extent permitted by law;
• the Business Customer must cease use of the Services;
• Nivk may disable access and delete or anonymize data after the retention period described below, subject to legal retention obligations.

16.6 Data export and deletion

The Business Customer is responsible for exporting its data before the end of the applicable access or retention period. Unless otherwise agreed in writing or required by law, Nivk may delete or anonymize Customer Content and related data thirty (30) days after termination or expiry. Backup copies may remain for a limited period in the ordinary course before deletion.

16.7 No compensation

To the extent permitted by law, termination, expiry, suspension, restriction, or discontinuation of Services does not entitle the Business Customer to compensation, damages, or reimbursement except where expressly provided otherwise in writing.

17. Changes to Terms

17.1 Right to amend

Nivk may amend these Terms where reasonably necessary due to legal, regulatory, technical, security, operational, product-related, or commercial developments.

17.2 Notice

Material changes will be communicated in advance where practicable and will not apply retroactively.

17.3 Objection and termination right

If a material change significantly disadvantages the Business Customer, the Business Customer may object in writing before the effective date of the change. If the parties do not reach agreement, the Business Customer may terminate the affected paid subscription with effect from the date the change would otherwise take effect.

18. Export Control and Sanctions

The Business Customer shall not use, export, re-export, transfer, or make the Services available in violation of applicable export control, trade, or sanctions laws. The Business Customer represents that neither it nor its users are subject to sanctions that would prohibit access to or use of the Services.

19. Governing Law and Jurisdiction

19.1 Governing law

These Terms and all disputes arising out of or in connection with them are governed exclusively by the laws of Germany, excluding its conflict-of-law rules and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

19.2 Jurisdiction

If the Business Customer is a merchant, legal entity under public law, or special fund under public law, the exclusive place of jurisdiction for all disputes arising out of or in connection with these Terms shall be Stuttgart, Germany. Nivk may also bring claims at the Business Customer's general place of jurisdiction.

20. Miscellaneous

20.1 Assignment

The Business Customer may not assign, transfer, or sublicense its rights or obligations under the agreement without Nivk's prior written consent. Nivk may assign the agreement in connection with a restructuring, financing, merger, acquisition, or transfer of business.

20.2 No partnership

Nothing in these Terms creates a partnership, joint venture, agency, fiduciary, employment, or franchise relationship between the parties.

20.3 No waiver

Failure or delay in enforcing any provision shall not constitute a waiver.

20.4 Severability

If any provision is held invalid or unenforceable, the remaining provisions remain in full force and effect. The invalid or unenforceable provision shall be replaced by a valid provision that most closely reflects the commercial intent of the original provision.

20.5 Language

If these Terms are made available in multiple languages, the English version shall prevail to the extent legally permissible, unless expressly agreed otherwise in writing.

21. Contact

Nivk GmbH
Wolfsweg 19
74321 Bietigheim-Bissingen
Germany

Email: [email protected]

Website: nivk.com

Alternative website: nivk.com