NUVOPOLL TERMS OF SERVICE
Version date: 4 October 2026
These Terms govern the Nuvopoll platform and related services supplied by Seamlexly OÜ, an Estonian company, registry code 17021816, VAT number EE102783597, registered at Harju maakond, Tallinn, Kesklinna linnaosa, Sakala tn 7-2, 10141 Estonia (“Seamlexly”, “we”, “us”). Our contact address is contact@nuvopoll.com.
The “Customer” (“you”) is the person or organisation contracting for an account, workspace or subscription. By accepting these Terms during registration, placing an order referring to them or otherwise validly accepting them, you enter into an agreement with Seamlexly. A representative accepting for an organisation must have authority to bind it. Invited team members act as Authorised Users of that Customer. These Terms do not make survey participants contracting Customers simply because they answer a survey.
1. Contract documents and definitions
1.1 Services means the Nuvopoll survey, research and data-management functions included in your plan or written order. Order means the applicable subscription order, checkout record, order form or separately agreed service schedule. Authorised User means someone you authorise to access your workspace within assigned permissions. Customer Content means survey materials, questions, uploaded documents, prompts, collected responses, audio, transcripts, reports and other content supplied or generated for you through the Services.
1.2 The agreement comprises these Terms, the applicable Order and purchase disclosures, the Data Processing Addendum (“DPA”) where we process personal data for you, and any other policy expressly incorporated at acceptance. Applicable plan limits and any incorporated Refund Policy must be made available before purchase.
1.3 The Privacy Policy explains personal-data handling, including our independent controller activities. It is a transparency notice, not a separate consent to all processing and not a promise to perform your controller obligations. Acceptance of these Terms does not constitute a participant’s consent to your research or consent to optional marketing.
1.4 Mandatory law prevails, followed by mandatory transfer instruments for the transfers they govern. The DPA prevails concerning our processing of Customer Personal Data as processor. An individually agreed Order prevails over these Terms within its stated scope, subject to the preceding priorities. These Terms prevail over inconsistent general website policy wording, including inconsistent refund restrictions. A later website edit does not automatically amend an existing agreement.
1.5 A Business Customer uses the Services for business, professional, institutional or comparable organisational purposes. A Consumer is a natural person contracting outside their trade or profession, as determined by applicable law. Clauses expressly limited to Business Customers do not apply to Consumers. Nothing in this agreement removes mandatory consumer rights.
2. Service scope, features and changes
2.1 The Services support designing and distributing surveys, collecting responses, organising research data, analysing and presenting results, and related configured functions. Available features, volumes, formats, language options and integrations depend on your plan and configuration. Descriptions of possible functions do not mean every function is included in every plan.
2.2 We may update the Services for functionality, security, reliability, legal compliance, changes to third-party services or replacement of obsolete technology. This includes changes to interfaces and ancillary workflows. We will give reasonable advance notice of material reductions to purchased functionality where practicable; urgent security, legal or technical changes may require immediate implementation.
2.3 Changes do not authorise us to disregard the substance of the purchased service during a paid term. We will address a material reduction inconsistent with that service through an appropriate alternative or applicable contractual or statutory remedies. An Order may specify additional change protections. Consumer modification rights under section 22 remain unaffected.
2.4 No perpetual entitlement to a particular interface, third-party model, experimental tool or ancillary workflow is created unless expressly agreed. Roadmaps, demonstrations and statements of intended development do not establish a delivery date or inclusion in your plan unless incorporated into the Order.
3. Eligibility and authority
3.1 Account holders must be at least eighteen and legally capable of contracting, unless a different arrangement is expressly agreed and lawful. You must have authority to administer the workspace and issue instructions for its Customer.
3.2 Research involving minors is not automatically prohibited. The Customer must satisfy the applicable conditions, permissions, notices and safeguards. AI authoring functions intended for adult researchers do not authorise offering the provider’s AI services to minors contrary to its terms.
3.3 You must not misrepresent your identity, organisation, authority or eligibility. If acting as a processor for another controller, you must obtain necessary authority and communicate applicable upstream instructions as provided in the DPA.
4. Accounts, users and administrative actions
4.1 Keep account, representative, billing and notice-delivery details accurate and reasonably current. You are responsible for selecting users and assigning and reviewing permissions, protecting credentials within your control and notifying us promptly of suspected unauthorised access.
4.2 You are responsible for Authorised Users’ use of the Services on your behalf and for actions within their assigned authority. This does not make you responsible for a platform defect allowing an action outside that authority or remove our own obligations.
4.3 Administrative actions can affect access, publication, messaging, exports and deletion. Before confirming an action, ensure you have authority, have selected the intended records and understand its stated scope. Do not share credentials or use another person’s identity.
4.4 Deleting an individual user account, removing a workspace member, closing the Customer’s workspace, deleting study data and cancelling a subscription are separate actions. A team member’s personal account-deletion request is not by itself authority to close the organisation’s workspace. Workspace closure and contractual instructions must come from an authorised Customer representative.
5. Permission to use the Services
5.1 During the applicable term, and subject to compliance with this agreement and payment, we grant you a limited, non-exclusive right to use the Services for your lawful research, institutional, internal or commercial activity. You may authorise users within the applicable plan. You may conduct studies for your clients without selling or sublicensing platform access beyond your permitted plan or Order.
5.2 Without written permission, you must not resell platform access, copy proprietary software, defeat security or usage restrictions, access confidential source material, scrape the platform itself or automate access in a way that materially interferes with its operation. Reverse engineering restrictions apply only insofar as permitted by mandatory law. These restrictions do not prevent permitted APIs, ordinary participant access or export of your own content through supported functions.
6. Customer Content and permitted processing
6.1 You retain the rights you hold in Customer Content. These Terms do not transfer to us ownership of your surveys, research responses or reports, or create rights you do not hold in a participant’s contribution or third-party material.
6.2 You authorise us to store, reproduce, transmit, display, transform and otherwise process Customer Content to provide the selected Services, perform your instructions, provide agreed support, maintain security and comply with applicable law. This permission does not authorise unrelated commercial use. For Customer Personal Data, the DPA’s instructions and restrictions govern; the word “worldwide” or a content licence does not independently authorise an international personal-data transfer.
6.3 You are responsible for obtaining the rights and lawful authority needed to upload, collect, publish and otherwise use your content. You must not submit third-party confidential material, copyrighted content or personal data without appropriate authority. You are responsible for the substance of your questionnaires, uploaded material and research decisions.
6.4 We do not sell Customer Personal Data, use it for unrelated advertising or independent profiling, or use it to train general-purpose AI models for our own purposes. Provider processing for an enabled function is addressed in the DPA and section 11.
6.5 We may use operational statistics and genuinely anonymous information for security, capacity planning and service improvement where lawful. This does not authorise us to turn Customer Personal Data into anonymous information contrary to the DPA or to classify identifiable, hashed or pseudonymised records as anonymous merely because names were removed.
7. Your responsibilities as research organiser and controller
7.1 You determine the purposes and essential means of your research. Where you are the controller, we process Customer Personal Data on your behalf as described in the DPA. Account, billing and other processing for our own independent purposes is addressed separately in our Privacy Policy. Role allocation follows the actual processing purpose.
7.2 You are responsible for deciding the research design, participants, data fields, legal basis, notices, permissions, recipients, retention periods, publication settings and whether audio or sensitive information is appropriate. Obtain ethics, institutional, professional or regulatory approvals where required. Consent is not necessarily the legal basis for every study; you must select the basis that applies to your activity and any additional conditions for sensitive or protected data.
7.3 You are responsible for notices to participants, decisions on their rights requests, any required impact assessment and your required notifications or consultation with authorities. You must provide a suitable contact route for your participants. We provide the assistance required under the DPA without taking over these decisions.
7.4 A platform setting labelled “anonymous” does not determine the legal status of every response, free-text entry, audio file or technical record. Assess your actual configuration and collected information. Avoid promising participants complete anonymity where their content or related records may identify them.
8. Privacy tools, retention and evidence
8.1 Depending on configuration, privacy-support tools may include notice templates, consent and version records, request-management tools, privacy settings, exports, deletion functions, audit records and retention reminders. They help you implement your decisions. Their availability does not mean every processor must legally supply these particular product features.
8.2 We do not provide your legal advice, act as your data-protection officer or guarantee that your study complies with every applicable law. Review and adapt generated notices and other templates before use. A selected legal-basis label, recorded consent event or generated document is not an independent legal approval.
8.3 You determine retention of your responses, audio, transcripts, certificates, exports and evidence, and disclose it in your notices where required. A configured retention date and a reminder do not by themselves delete research data. Use available deletion functions or issue an authorised instruction where automatic deletion has not been expressly enabled. We perform agreed instructions and the assistance required by the DPA.
8.4 Scheduled cleanup of server-side export files is distinct from deletion of research responses. A preservation setting can retain those exports until further Customer instruction. Downloaded copies and recipients’ systems are under your or the relevant recipient’s management.
8.5 Audit, consent and integrity records may contain personal data. Hashing, certificate revocation or replacing a name does not necessarily erase all related information. Evidence storage creates no blanket exception to applicable instructions or data-subject rights. Our retention periods for our own controller activities are governed by the Privacy Policy and are not imposed as retention periods for your research data.
8.6 The DPA describes residual backup, recovery and soft-delete copies. Ordinary use of data must follow the applicable instruction even where a restricted recovery copy remains until scheduled expiry. These Terms do not promise an instant, independently certified deletion of every copy or reduce our duties to carry out lawful deletion instructions.
9. Audio and transcription
9.1 You decide whether a study collects audio and whether transcription is enabled. Provide the required information and legal grounds for collection and transmission to the transcription provider. Written response options depend on your survey configuration.
9.2 We do not use participant recordings for biometric identification. When enabled, transcription uses the Google Cloud Speech-to-Text arrangement identified in the DPA. Review transcripts before relying on them; speech recognition may contain errors or omit relevant context.
9.3 Audio-link functionality uses time-limited links, currently fifteen minutes. Such links are temporary bearer credentials and may be usable by anyone holding them during their validity. You must manage authorised recipients and avoid public disclosure of links unless lawful and intended. Link expiry does not delete the underlying file or a downloaded copy. We remain responsible for the access controls required under the DPA.
10. Publishing, reports and distribution
10.1 Publishing a survey or report, selecting recipients or enabling public results constitutes an instruction only within the selected scope. You must review the content, data fields, audience and access settings before release. A public survey is not automatically an instruction to publish individual response records.
10.2 You are responsible for the lawfulness of publication, protection of confidential information and avoiding unintended identification through small groups, free text or other content. Information lawfully released to others may be copied or redistributed; we do not control copies held outside the Services.
10.3 Distribution tools do not supply permission to contact recipients. You are responsible for recipient lists, invitation wording, lawful electronic communications and any required consent or objection mechanism. Do not send unsolicited unlawful messages or use purchased contact lists without the required authority.
11. AI functions and your input
11.1 Gemini Developer API functions support survey design, question and privacy-notice translation, and conversion of draft documents into survey scripts. Participant answer databases, free-text answers and audio are not automatically sent to Gemini for model analysis through those authoring functions.
11.2 You, as controller where applicable, are responsible for information and personal data that you or your users choose to place in prompts or upload in documents. This includes the authority and legal basis for disclosure, appropriate notices and limiting input to what is necessary. The selected input is sent to Google LLC under its Developer API arrangement to perform the requested function. This responsibility does not excuse our own processor duties.
11.3 The relevant provider processes input and output under its applicable service and data-protection terms. The DPA describes provider locations and retention conditions, including abuse-monitoring retention of up to fifty-five days. These Terms do not create a zero-retention or EU-only AI processing assurance. You must not use the function for content or purposes prohibited by applicable law or the relevant provider terms made available for that function.
11.4 AI outputs may be inaccurate, incomplete, biased, non-unique or inappropriate. Review and approve questions, translations, notices and scripts before publishing or relying on them. We do not guarantee an output’s scientific validity, legal sufficiency, originality, intellectual-property clearance or fitness for a particular decision. A generated privacy notice is not legal advice.
11.5 Output rights are subject to rights that actually exist and the relevant provider terms. We do not claim ownership of your input or Customer-specific output merely because you use the function. No new AI use of participant response datasets is authorised by a general reference to AI assistance; the DPA governs any separately described enabled processing.
12. Acceptable use
12.1 Do not use the Services to collect or disclose data unlawfully, infringe others’ rights, impersonate people, commit fraud, send phishing or spam, distribute malware, conduct unlawful surveillance, harass or unlawfully discriminate, distribute child sexual abuse material or other illegal exploitative content, attack systems or bypass controls and plan limits.
12.2 Do not request another Customer’s files or use an unintended access path, even if technically possible. Do not conduct production penetration tests, load tests or other disruptive security testing without our prior written authorisation. Report suspected vulnerabilities privately to contact@nuvopoll.com without collecting others’ data or continuing unauthorised access.
12.3 Lawful academic and other legitimate research on sensitive subjects is not prohibited merely because the subject is sensitive. The Customer remains responsible for the applicable safeguards and appropriate participant protections.
13. Content reports and proportionate enforcement
13.1 We do not pre-approve every questionnaire or continuously evaluate the legality of every Customer research decision. We may investigate a credible report of unlawful content, abuse, infringement or breach of these Terms and take proportionate action within our control, including restricting a link, publication, message flow or affected account.
13.2 Reports should be sent to contact@nuvopoll.com identifying the relevant content or link, the concern and sufficient supporting information. We may request clarification. We do not promise a particular reporting portal, moderation response time or staffing arrangement beyond any applicable legal requirement or separately agreed service.
13.3 Where appropriate and permitted, we will inform the affected Customer of the reason and available means of clarification or review. Urgent protection, lawful confidentiality restrictions or prevention of evasion may limit prior notice. We will preserve applicable mandatory notice, redress and authority-cooperation rights.
14. Security and cooperation
14.1 We are responsible for the appropriate technical and organisational measures required by the DPA and applicable law. You are responsible for matters within your control, including credentials, user assignments, endpoints, recipient handling and your own integrations. This allocation does not shift our platform-security duties to you.
14.2 Notify us promptly of a suspected incident affecting the Services or your workspace and provide information reasonably needed to investigate. Personal-data breach handling, notifications and assistance are governed by the DPA. Unless separately agreed, these Terms add no twenty-four-hour notice SLA, round-the-clock monitoring or guaranteed incident-resolution deadline.
15. Data locations and international transfers
15.1 The DPA governs processing of Customer Personal Data and identifies the relevant arrangements. Core Firestore storage uses the EU eur3 multi-region in Belgium and Netherlands with a Finland witness region; core compute and main audio storage are in Belgium. Other providers, AI processing or relevant support access may involve locations outside the EU.
15.2 EU core hosting does not itself establish that every processing operation or transfer is EU-only or legally authorised. You must fulfil obligations attaching to your controller or exporter role. We fulfil obligations attaching to our own role and provide required cooperation. These Terms do not replace a required transfer instrument or promise that the standard configuration satisfies every country’s localisation rules.
16. External services and custom SMTP
16.1 Customer-selected external services may be your own processors, independent controllers or our sub-processors depending on the actual arrangement. Their role is not determined solely by who enables an integration. Our appointed sub-processors remain subject to the DPA, including our applicable responsibility for them.
16.2 You are responsible for engaging your independent providers, securing your credentials and permissions, and reviewing their terms and transfer arrangements. We do not warrant an independent provider’s continued availability or functionality; this does not exclude responsibility for our own integration operation or appointed sub-processors.
16.3 Where your own SMTP server is configured and enabled for a message flow, those messages are routed through your selected provider rather than the default Resend relay. Your provider is not our sub-processor merely because it is connected to Nuvopoll. You are responsible for its engagement, lawful messaging and relevant privacy and transfer arrangements. We remain responsible for our own handling of message data and SMTP credentials. Messages outside your configured route may use the default platform arrangement.
17. Platform intellectual property and feedback
17.1 We and our licensors retain rights in the platform software, interfaces, documentation, trademarks and proprietary materials. Permission to use the Services is not a sale of the software. Your use of our marks outside ordinary identification of the service requires permission.
17.2 You may provide feedback voluntarily. To the extent you have authority, you permit us to use your suggestions to improve the Services without an obligation to pay or credit you. This permission does not authorise disclosure of your confidential information or processing of personal data contrary to the DPA or Privacy Policy.
18. Confidentiality
18.1 Each Party shall protect non-public information disclosed by the other in connection with the agreement where its confidential character is apparent or stated. Use is limited to performing or exercising rights under the agreement, and disclosure is limited to persons or suppliers with a need to know and appropriate confidentiality obligations.
18.2 This duty does not cover information demonstrably public without breach, already lawfully known, independently developed or lawfully received without restriction. Legally required disclosure is permitted to the necessary extent, with notice where lawful. Personal-data disclosure remains subject to the DPA and applicable law.
18.3 Your decision to publish particular Customer Content releases only that content within the instructed scope. Confidentiality duties continue after the agreement ends while the information remains confidential.
19. Plans, limits and usage units
19.1 You must comply with the purchased plan’s user, storage, response, transcription, messaging, AI or other disclosed limits. A function may stop or require an authorised upgrade when its limit is reached. We will not treat an unrequested upgrade as permission to charge an undisclosed fee.
19.2 Credits, tokens and other usage units measure contractual consumption. They are not money, deposits, investments or a right to cash redemption. Their applicable allocation, deduction, expiry and carry-over rules are those disclosed for the relevant purchase or plan. These Terms do not introduce undisclosed retroactive expiry or forfeiture rules.
20. Trials, free plans and designated beta features
20.1 Free plans and trials are subject to disclosed limits and duration. Trial conversion to a paid recurring plan requires the applicable purchase disclosure and authorisation; this agreement alone does not authorise charging a payment method.
20.2 A function expressly labelled beta, preview or experimental is supplied for evaluation and may change or be withdrawn. Assess its suitability before using it for consequential research or unique records. Additional commercial service levels apply only if expressly agreed. Designating one function as beta does not make all purchased Services beta or remove mandatory privacy, security or consumer obligations.
21. Fees, renewal and payment
21.1 The Order or checkout identifies the price, currency, billing period, renewal arrangement, relevant usage charges and tax treatment. Pay the applicable charges and provide accurate billing details. Payment-provider handling is subject to the arrangements disclosed during purchase; these Terms do not designate every payment operator as our data sub-processor.
21.2 A subscription renews only under the recurring terms accepted at purchase, until cancelled through the available cancellation method or an accepted written request. Cancellation ordinarily stops the next renewal; it does not by itself delete study data, close every user account or create a right to refund a period already supplied.
21.3 Changes to recurring prices will be notified reasonably before the affected renewal so that you can cancel before the new price applies. We will not retroactively reprice an already purchased fixed term unless you separately agree to a change. Mandatory notice and consumer requirements prevail.
21.4 If payment fails or becomes overdue, we may seek updated payment information and, after appropriate notice where practicable, restrict paid functions or suspend the affected service. A bona fide billing dispute may be raised at contact@nuvopoll.com; undisputed amounts remain payable. Suspension does not cancel our data-protection duties.
22. Cancellation, refunds and consumer rights
22.1 Business Customer payments are generally non-refundable, except where required by law, provided in the purchase terms or separately agreed. Discretionary consideration of a request does not create a money-back guarantee. Report duplicate or incorrect charges promptly with sufficient transaction information.
22.2 Consumers retain applicable rights to withdrawal, conformity, correction, price reduction and termination. Where a fourteen-day distance-contract withdrawal period applies, it is not automatically lost merely because a SaaS account is activated or used. Early performance, proportionate charges, loss of a withdrawal right and any statutory exception depend on the nature of the supply and the legally required information, request, consent and acknowledgment.
22.3 To exercise an applicable withdrawal right, send a clear statement identifying the contract to contact@nuvopoll.com within the applicable period; no proprietary form is required. Mandatory refund timing and payment-method rules apply. Any applicable standard withdrawal form and required purchase disclosures shall be supplied where required.
22.4 For Consumer digital services, we will comply with mandatory modification rules, including required valid reasons, information, durable-medium notice, absence of an additional modification charge and termination rights where applicable. Where applicable law grants a thirty-day right to terminate for a modification with more than minor negative impact, that right is preserved. No disclaimer or general Refund Policy overrides mandatory remedies.
23. Suspension
23.1 We may restrict affected Services where reasonably necessary for a material breach, payment default, credible security risk, unlawful activity, abuse or binding legal requirement. We will consider the scope of the risk and use proportionate measures.
23.2 Where practicable, we will explain the reason and allow a reasonable opportunity to remedy it. Immediate action may be necessary for urgent threats, serious unlawful use or a legal requirement. We may restore access when the basis is addressed. No automatic fixed cure period is promised.
23.3 Suspension is not an instruction to publish or independently repurpose your data. We will address data-handling and required assistance under the DPA. Access arrangements may be restricted where needed for security or law.
24. Termination and end-of-service handling
24.1 You may end a subscription in accordance with section 21 and its accepted purchase terms. Either Party may terminate for a material breach that is not remedied after a reasonable opportunity where a remedy is feasible. We may terminate without such an opportunity where serious unlawful use, fraud, attacks or another sufficiently serious circumstance justifies immediate termination under applicable law.
24.2 On termination, ordinary service access ends under the applicable arrangements. Accrued amounts remain payable subject to lawful refund or other remedies. Our return/deletion duties and your choice for Customer Personal Data remain governed by the DPA; loss of ordinary access is not permission for us to disregard them.
24.3 Request export and communicate return or deletion instructions through an authorised Customer representative. We will coordinate available export functions or an agreed assisted process. Except for the applicable statutory switching and retrieval rights below or a separately agreed arrangement, these Terms create no additional fixed post-termination download window, universal file format, instant deletion or restoration guarantee.
24.4 Our independent controller records, including necessary business and billing records, are handled under the Privacy Policy. Their retention does not extend the permitted retention of your research data.
24.5 Statutory switching rights. Where Chapter VI of Regulation (EU) 2023/2854 (the Data Act) applies to the relevant Services, you may request switching to another provider, porting to your own infrastructure or erasure of exportable data by contacting contact@nuvopoll.com. The notice period for initiating switching shall not exceed two months, and a shorter period may be agreed. The transitional period shall not exceed thirty calendar days after that notice period, except for a justified statutory technical-unfeasibility extension or your permitted extension. We shall follow the applicable statutory notice, justification and maximum-duration requirements for any extension. You may extend the transitional period once as provided by the Act.
24.6 During applicable statutory switching, we shall provide reasonable assistance, exercise due care to maintain continuity of the contracted functions, identify known continuity risks and maintain appropriate security. A retrieval period of at least thirty calendar days follows the applicable transitional period. Termination takes effect on the basis prescribed by the Act, including successful completion of switching, or at the end of the applicable notice period where erasure without switching is requested. Required erasure of exportable data follows the applicable retrieval period and successful switching, subject to mandatory law and personal-data obligations. These statutory rights prevail over inconsistent ordinary cancellation or access provisions.
24.7 Exportable categories include your survey structures and questions, collected responses, uploaded documents and audio, transcripts, certificates, generated reports and Customer-specific configuration, consent, instruction and operational metadata, insofar as within the Act’s definition and held for you. They exclude our proprietary software, trade secrets and protected internal-functioning or security assets only to the extent the Act permits, without using exclusions to obstruct lawful switching. Existing response exports include CSV and, where enabled, SPSS formats; this does not represent those exports as a complete export of every category. Other categories shall be addressed through the required export arrangements. Where required, export shall be structured, commonly used and machine-readable, with the applicable open-interface and interoperability obligations. We shall supply the required information on available formats, structures and interfaces and provide known switching constraints. We do not undertake to reproduce Nuvopoll’s proprietary service in a destination system or independently guarantee that system’s functionality.
24.8 Any switching charge imposed before 12 January 2027 must be disclosed and comply with the Act’s limits on directly linked costs. From 12 January 2027, switching charges shall not be imposed where prohibited by the Act. Ordinary service fees and any lawful disclosed early-termination charges are distinct and do not create a charge for statutory switching. No fee is newly imposed by this clause.
25. Availability, maintenance and support
25.1 We shall provide the agreed Services with commercially reasonable care, subject to mandatory law and the DPA. Interruptions may arise from maintenance, incidents, connectivity or third-party failures. You must maintain the equipment, connectivity and compatible software reasonably needed to access the Services.
25.2 Support scope and channels follow your plan or Order. Unless expressly agreed, no uptime percentage, guaranteed support response or resolution time, recovery objective, dedicated staffing or round-the-clock support applies. Backup functionality does not replace your own management of exported copies needed for your research; it does not relieve us of our recovery obligations.
26. Warranties and outcome limitations
26.1 We promise the Services described in the applicable agreement, not a particular scientific, statistical, commercial, funding, legal or regulatory outcome. You are responsible for methodology, sampling, interpretation and decisions based on results. Scores, certificates and generated reports do not themselves confer regulatory or institutional accreditation.
26.2 For Business Customers, to the extent permitted by law and except as expressly agreed, the Services are supplied as available without additional implied assurances of uninterrupted operation, error-free output, compatibility with every system or suitability for a purpose not agreed. These provisions do not excuse materially different performance from the purchased service or mandatory security and data-protection obligations.
26.3 Consumer conformity rights and all obligations that cannot lawfully be excluded remain unaffected.
27. Business liability limits and mandatory exceptions
27.1 For Business Customers, to the extent legally enforceable, our aggregate contractual liability arising from or relating to the agreement is limited to the fees paid by that Customer under the agreement in the twelve months preceding the event giving rise to liability. Where no fees were paid in that period, the limit is EUR 100. Repeated claims do not multiply the applicable aggregate limit.
27.2 For Business Customers, to the extent legally enforceable, we exclude indirect or consequential loss and loss of profits, revenue, anticipated savings or business opportunity. This clause does not exclude a remedy that mandatory law requires or operate as permission to provide a materially different service from what the Customer could reasonably expect.
27.3 The preceding limits do not apply to fraud, intentional misconduct or intentional non-performance, gross negligence, death or personal injury attributable to us, or another category where restriction is prohibited by applicable law. They do not bind data subjects or authorities, limit their mandatory rights or powers, or override mandatory transfer instruments. Processor and sub-processor duties remain governed by the DPA; inter-party monetary limitations apply only insofar as lawful.
27.4 These Business Customer limits do not apply to Consumers. Consumer remedies are governed by mandatory law.
28. Business Customer responsibility for third-party claims
28.1 To the extent lawful, a Business Customer shall reimburse us for reasonable losses, damages and necessary defence costs finally awarded or agreed in an authorised settlement of third-party claims to the extent caused by that Customer’s unlawful content, infringement of third-party rights, unlawful collection or disclosure of personal data, or other material breach of these Terms by the Customer or its Authorised Users.
28.2 This duty does not cover loss caused by our own breach or wrongful conduct or require reimbursement of a fine or penalty where prohibited by law. It does not transfer the Customer’s or our statutory responsibilities or determine a data subject’s rights.
28.3 We shall give reasonable notice of the claim, permit reasonable participation in the defence and avoid settling a claim at your expense without your agreement, which shall not be unreasonably withheld. This section does not apply to Consumers.
29. Events outside reasonable control
29.1 A Party is excused from affected performance only to the extent and for the duration that an event beyond its reasonable control meets the applicable legal conditions for force majeure. A cloud outage, cyberattack or other event is not automatically an excuse merely because it involves a third party.
29.2 The affected Party shall take reasonable steps to mitigate the impact and notify the other where practicable. This section does not remove mandatory data-protection, consumer or termination rights, or excuse amounts already properly due.
30. Sanctions and export rules
You must comply with trade, sanctions and export restrictions applicable to your use and must not use the Services to evade them. We may decline or restrict an affected transaction where law requires. This clause is distinct from the personal-data transfer obligations under the DPA and does not shift our own legal duties to you.
31. Changes to these Terms
31.1 We may propose changes for legal, security, operational or commercial reasons. We will make material changes available and give reasonable advance notice through an appropriate channel, unless a binding requirement or urgent protective measure requires a shorter period. Changes to an existing agreement take effect through a legally valid amendment process.
31.2 Continued use constitutes acceptance only where lawful and consistent with the notice and applicable agreement. A new charge, materially different processing purpose or legally required consent is not authorised solely through continued use. Mandatory amendment and Consumer termination rights remain unaffected.
32. Governing law and disputes
32.1 For Business Customers, Estonian law governs the agreement and disputes are subject to the exclusive jurisdiction of Harju County Court (Harju Maakohus), Tallinn, subject to mandatory jurisdiction and applicable transfer-instrument provisions.
32.2 For Consumers, the choice of Estonian law does not remove mandatory protection of otherwise applicable law or mandatory rights concerning where proceedings may be brought. Data-subject and supervisory-authority rights remain unaffected.
32.3 Contractual concerns may first be raised at contact@nuvopoll.com. Contacting us is not a mandatory condition preventing access to an authority, court or other remedy where law grants that access.
33. Assignment
Neither Party may transfer its agreement to another person without the other’s consent, except as permitted by law or in a genuine merger, reorganisation or business transfer where the relevant obligations are assumed and applicable safeguards and notice requirements are respected. Assignment does not expand permitted personal-data processing or override required Consumer protections.
34. Notices and electronic communications
34.1 We may send service and contractual notices to your registered administrative email, through a recorded account notification or by another agreed written method. We shall use a durable medium where law requires. Keep notice-delivery details current.
34.2 Send contractual, support, billing, privacy, rights-assistance and security correspondence to contact@nuvopoll.com, identifying the relevant account and matter. Do not include passwords, API keys or unnecessary participant data. Essential operational messages are separate from optional marketing preferences.
35. General provisions
35.1 The applicable contract documents form the agreement for the Services. This does not exclude reliance or remedies that mandatory law protects. If a provision is invalid, the remaining agreement continues insofar as lawful; an invalid standard term is not automatically rewritten into a more favourable exclusion.
35.2 Failure to enforce a right immediately is not a waiver. No employment, partnership, agency or joint venture is created. Each Party acts independently, subject to the processor/controller relationship specified in the DPA.
35.3 Clauses that by their nature remain relevant after termination survive, including accrued payment obligations, confidentiality, applicable liability provisions, disputes and required data return/deletion. English is the contractual language unless otherwise agreed, without restricting required local-language information or mandatory interpretation rules.
36. Participants and public visitors
Survey participation does not itself establish a subscription agreement or make a participant liable for the Customer’s fees, indemnity or research decisions. Participants should consult the Customer’s survey notice and contact the research organiser for study-specific privacy questions. Their statutory rights remain intact. Visitors and participants must not attack or unlawfully misuse the platform; no subscription acceptance or research consent is inferred solely from viewing a public page.
37. Contact
Seamlexly OÜ
Harju maakond, Tallinn, Kesklinna linnaosa, Sakala tn 7-2, 10141 Estonia
Registry code: 17021816
VAT number: EE102783597
Email: contact@nuvopoll.com
Website: nuvopoll.com