Terms of Use

(September 2025)

Article 1 – Definitions

In these terms, the following shall be understood as:

1.1. Nlockd: Nlockd B.V., established in Amsterdam and registered with the Chamber of Commerce under number 92242219.

1.2. Operating System: the software service offered by Nlockd, consisting of modules, AI agents, APIs, and dashboards, available through a SaaS model.

1.3. Services: all functionalities, modules, integrations, AI services, and supporting services provided by Nlockd.

1.4. Agency: a marketing agency that uses the Operating System on behalf of one or more clients (Brands).

1.5. Brand: a brand or supplier that uses the Operating System independently or through an Agency.

1.6. Supplier: a producer or distributor who makes products available through the Operating System.

1.7. User(s): natural persons authorized by the Agency, Brand, or Supplier to use the Operating System.

1.8. Account: the digital access of the Agency, Brand, or Supplier to the Operating System, linked to one or more Users.

1.9. Tokens/Credits: digital usage and payment units within the Operating System, which are used for specific actions such as, but not limited to:
product launches, channel activation, advertisements, price optimizations, or reports.

1.10. Client Data: all data entered or processed by the Agency, Brand, or Supplier through the Operating System, including but not limited to product information, marketing data, and transaction data.

1.11. Sales Channels: online marketplaces, webshops, search engines, social media, and other sales channels to which the Operating System can connect and on which publications or transactions can take place.

1.12. Service Levels: agreed standards for availability, response times, and support.

1.13. Force Majeure: circumstances beyond Nlockd’s control that prevent the fulfillment of obligations, including but not limited to failures in telecommunications, cyberattacks, natural disasters, and government measures.

Article 2 – Applicability

2.1. These terms and conditions apply to all offers, agreements, and the use of the Operating System.

2.2. Deviating or additional terms and conditions apply only if agreed upon in writing and expressly confirmed by Nlockd.

2.3. General purchasing or delivery conditions of the User do not apply, unless expressly and in writing accepted by Nlockd.

2.4. If any provision is declared invalid or unenforceable, the remaining provisions shall remain in full force and effect. The invalid provision shall be replaced by a provision that, as far as possible, reflects the intent of the parties.

Article 3 – Agreement with and duration of these General Terms and Conditions (to be regarded as an agreement)

3.1. These General Terms and Conditions (to be regarded as an agreement) between Nlockd and the User shall take effect as soon as:
a. a quotation or offer issued by Nlockd has been accepted in writing or digitally;
b. a registration procedure for the Operating System has been completed; or
c. actual use is made of the Operating System.

3.2. Agreements have an initial term of three (3) months, unless otherwise agreed.

3.3. After expiry of the initial term, these General Terms and Conditions (to be regarded as an agreement) shall be tacitly renewed each time for periods of three (3) or twelve (12) months (depending on the chosen term), unless terminated in writing at least one (1) month before the end of the current term.

3.4. Upon termination of these General Terms and Conditions (to be regarded as an agreement), obligations that by their nature are intended to continue – such as provisions concerning intellectual property, liability, and confidentiality – shall remain in full force and effect.

Article 4 – Access to and use of the Operating System

4.1. Nlockd grants the User a limited, non-exclusive, non-transferable, and non-sublicensable right of use to the Operating System.

4.2. Accounts and login details are strictly personal. The User is responsible for all activities that take place under their account.

4.3. The User shall ensure correct and complete information in the Operating System. Publications, prices, and data synchronized via the Operating System with Sales Channels are entirely the responsibility of the User.

4.4. The use of the functions “publish”, “sync”, or similar actions shall be considered as explicit approval of the content by the User.

4.5. It is prohibited to use the Operating System for:
a. activities contrary to applicable laws and regulations;
b. distribution of malware, spam, or illegal content;
c. actions that damage the integrity or continuity of the Operating System.

4.6. Nlockd may impose fair use limitations if there is excessive usage that negatively affects the performance of the Operating System.

4.7. Nlockd is entitled to temporarily block access in cases of misuse, security incidents, overdue payments, or maintenance.

4.8. The User acknowledges that certain functions within the Operating System (such as price optimization or advertisement recommendations) may be performed automatically. The User remains at all times ultimately responsible for publications or transactions resulting therefrom.

4.9. The User grants Nlockd the right, insofar as necessary for the execution of the Services, to access external accounts of the User with third parties (such as marketplaces, advertising platforms, or ERP systems), including the User’s seller account on external sales platforms.

4.10. The User remains at all times responsible for the accuracy, completeness, and legality of the data in these external accounts, as well as for compliance with the applicable terms and conditions of these third parties.

4.11. Nlockd is not liable for damage, costs, or claims arising from actions by third parties (such as marketplaces) as a result of changes, publications, or transactions carried out through Nlockd’sOperating System with permission or access provided by the User.

4.12. If access to an external account is granted via API or login credentials, the User is responsible for the accuracy and validity of these access credentials and indemnifies Nlockd against third-party claims relating to unauthorized use.

4.13. The User acknowledges that Nlockd, insofar as necessary for automatic optimization or synchronization, may perform certain actions within external accounts (such as price adjustments or product updates). The User remains ultimately responsible for these actions and shall periodically check the output.

Article 5 – Licenses and Fees

5.1.a. For the use of the Operating System, a license fee is due, in accordance with the subscription types and rates applied by Nlockd, unless the parties agree otherwise in writing.

5.1.b. The license grants the User only the right to use the Operating System within its own organization and/or on behalf of clients of an Agency, in accordance with these General Terms and Conditions.

5.1.c. The license does not include the transfer of intellectual property rights.

5.2.a. All rates are stated in euros, excluding VAT and any other levies.

5.2.b. Prior to activation / the onboarding process of the client, SEPA direct debit authorization or credit card authorization shall take place, unless payment is made by invoice, for example in the case of negative credit wallet balances.

5.2.c. In the event of late payment, the User shall be in default by operation of law, and Nlockd shall be entitled to charge statutory commercial interest and collection costs.

5.3.a. If payment is not made, Nlockd may suspend access to the Operating System until full payment has been received. This also means that in such case, Nlockd may suspend or cancel publications on sales channels.

5.3.b. Suspension does not release the User from the payment obligation.

5.4.a. Nlockd is entitled to index license fees annually in accordance with the CBS Consumer Price Index (CPI).

5.4.b. In addition, Nlockd may adjust rates to reflect business or market conditions. A change shall be announced at least thirty (30) days in advance.

5.4.c. If the User does not wish to accept the adjusted rates, they have the right to terminate these General Terms and Conditions (to be regarded as an agreement) in writing, subject to the contractual notice period.

5.4.d. In the event of increases exceeding ten percent (10%), the User has the right to terminate.

Article 6 – Tokens and Credits

6.1.a. In addition to the license fee, the Operating System operates with a system of Tokens and Credits, which serve respectively as usage and payment units for specific functionalities within the Operating System.

6.1.b. Tokens constitute an essential component of the scalability and flexibility of the Operating System.

6.2.a. Credits may be purchased by the User via Nlockd or granted as part of a subscription or promotion, or replenished by Nlockd under power of attorney depending on the expected usage by the User.

6.2.b. The number of available Credits shall be recorded in the User’s Account.

6.3.a. For certain actions within the Operating System, the consumption of Tokens is required, including but not limited to:

6.3.b. The required number of Tokens per action shall be determined in advance by Nlockd and may be adjusted periodically.

6.4.a. Credits have a validity period of twelve (12) months after purchase or allocation, unless otherwise agreed in writing.

6.4.b. After expiry of the validity period, unused Credits automatically lapse without any right to restitution, unless otherwise agreed, for example in the case of continuation of the License.

6.4.c. Credits are non-refundable and non-transferable to third parties.

6.5.a. Upon termination of these General Terms and Conditions (to be regarded as an agreement), unused Credits shall immediately lapse without any right to compensation.

6.5.b. The User cannot claim reimbursement or conversion of remaining Credits.

6.6.a. Nlockd may modify the operation, pricing, and conditions for the use of Credits, and the User shall be informed thereof.

6.6.b. If the User does not wish to accept the changes, they may terminate these General Terms and Conditions (to be regarded as an agreement) in accordance with the notice periods stated in these conditions.

6.7. Tokens and Credits have no monetary value outside the Operating System and do not qualify as a means of payment or financial instrument within the meaning of the Financial Supervision Act (Wft).

Article 7 – Service Levels, Maintenance and Support

7.1.a. Nlockd strives to deliver the Operating System with an availability of 99.5% per calendar month, excluding planned maintenance.

7.1.b. Availability is measured on Nlockd’s infrastructure and excludes external factors (such as the User’s internet connections, marketplace APIs, or third parties).

7.2.a. Nlockd performs regular maintenance on the Operating System to improve performance, security, and functionality.

7.2.b. Planned maintenance that is expected to affect the availability of the Operating System shall be announced at least forty-eight (48) hours in advance.

7.2.c. Nlockd is entitled to carry out emergency maintenance if necessary for the security or continuity of the Operating System.

7.3.a. Nlockd provides support to Users through the agreed channels (email, ticket system, telephone, or chat).

7.3.b. Critical incidents shall be addressed within four (4) business hours after notification.

7.3.c. Non-critical incidents and standard inquiries shall be handled within one week.

7.4.a. Nlockd continuously develops the Operating System and may add, modify, or remove functionalities.

7.4.b. Nlockd shall make reasonable efforts to limit the impact for Users in the event of significant changes.

7.4.c. The User cannot claim the preservation of specific functionalities.

Article 8 – Obligations of Agencies, Brands and Suppliers

Compliance with Laws and Regulations

8.1.a. The User guarantees that all activities within the Operating System comply with applicable laws and regulations, including consumer law, competition law, tax legislation, and the GDPR.

8.1.b. The User is solely responsible for obtaining and maintaining the necessary licenses, certifications, or authorizations required for its business operations.

8.2.a. All data entered by the User, such as product information, prices, and stock levels, must be accurate, complete, and up to date.

8.2.b. Any damage or claims resulting from incorrect or incomplete data shall be entirely borne by the User.

8.3.a. The User shall use the Operating System solely for legitimate business activities.

8.3.b. The User is not permitted to: (partially overlaps with Article 4.5)

8.4. The User indemnifies Nlockd against all claims from third parties arising from the use of the Operating System by the User, including fines imposed by Sales Channels or regulatory authorities.

Article 9 – Intellectual Property and Feedback

9.1.a. All intellectual property rights to the Operating System, including software, modules, AI agents, algorithms, documentation, and designs, are held exclusively by Nlockd or its licensors.

9.1.b. The granting of a license does not imply any transfer of intellectual property rights.

9.2.a. The User acquires only those rights that are explicitly granted in these terms and conditions.

9.2.b. The User is not permitted to copy, modify, translate, decompile, or reverse-engineer the Operating System or parts thereof, unless permitted by law.

9.3.a. The User may provide suggestions or feedback regarding the Operating System.

9.3.b. Nlockd may use, process, or implement such feedback at its own discretion and without any obligation.

9.3.c. The User hereby waives all possible claims to intellectual property rights in relation to the feedback provided by them.

Article 10 – Data, Privacy and Security

10.1.a. All data entered or processed by the User through the Operating System, including but not limited to product information, customer information, sales data, and marketing data (“Client Data”), shall remain the property of the User. Data generated from the use of the Operating System is excluded from this, unless otherwise agreed.

10.1.b. Nlockd shall obtain only a limited right of use to the Client Data, insofar as necessary for the delivery, improvement, and security of the Services.

10.2.a. Insofar as Nlockd processes personal data in the execution of these General Terms and Conditions (to be regarded as an agreement), Nlockd shall act as a processor and the User as the data controller within the meaning of the General Data Protection Regulation (“GDPR”).

10.2.b. In such case, the parties shall enter into a separate Data Processing Agreement in which the processing, security, and rights of data subjects are further specified.

10.3.a. Nlockd shall take appropriate technical and organizational measures to secure the Client Data against loss, theft, and unauthorized access.

10.3.b. The User is responsible for securing its own systems, devices, and connections through which access to the Operating System is obtained.

10.4.a. After termination of these General Terms and Conditions (to be regarded as an agreement), Client Data shall remain available for export for thirty (30) days, unless otherwise agreed (for example, in the case of temporarily not using the Operating System).

10.4.b. After expiry of this period, Nlockd shall be entitled to anonymize or permanently delete the Client Data.

10.4.c. Nlockd shall not be liable for damage resulting from the deletion of data after the aforementioned period.

10.5. Nlockd may use anonymized and aggregated data to improve its services and algorithms, provided that such data cannot be traced back to the User or its clients.

Article 11 – Liability and Indemnification

11.1.a. The total liability of Nlockd due to an attributable shortcoming in the performance of these General Terms and Conditions (to be regarded as an agreement) or on any other legal ground shall be limited to compensation of direct damages and to an amount equal to the fees (excluding VAT) paid by the User to Nlockd in the three (3) months preceding the event causing the damage.

11.1.b. Direct damage shall exclusively mean:

11.2.a. Nlockd shall never be liable for indirect damage, including but not limited to consequential damage, lost profits, missed savings, loss of goodwill, or damage due to business interruption.

11.2.b. Nor shall Nlockd be liable for damage related to incorrect or incomplete data entered by the User into the Operating System.

11.3. Nlockd shall not be liable for damage resulting from force majeure as described in Article 12.

11.4.a. The User indemnifies Nlockd against all claims from third parties related to or arising from the use of the Operating System by the User.

11.4.b. This includes claims for infringement of intellectual property rights, violation of laws and regulations, and claims from consumers or Sales Channels.

11.5. The limitations of liability shall not apply in the event of intent or deliberate recklessness by Nlockd.

Article 12 – Force Majeure and Continuity

12.1.a. Force majeure shall mean any circumstance independent of the will of Nlockd that temporarily or permanently prevents the fulfillment of obligations, including but not limited to:

12.1.b. During a situation of force majeure, the obligations of Nlockd shall be suspended. If the period of force majeure lasts longer than thirty (30) days, both parties shall be entitled to terminate these General Terms and Conditions (to be regarded as an agreement) without compensation.

12.2.a. Nlockd shall endeavor to safeguard the continuity of the Operating System as much as possible, even in the event of force majeure.

12.2.b. For this purpose, Nlockd may take reasonable measures, such as deploying alternative servers, backup facilities, or third parties.

12.2.c. If applicable, Nlockd may make use of escrow arrangements or other forms of security to allow Users to retain access to their data in case of discontinuity.

12.3. In the event of prolonged force majeure, Nlockd shall not provide any refund for unused periods or tokens/credits, unless there is a situation of complete unavailability lasting more than sixty (60) days.

Article 13 – Suspension and Termination

13.1.a. Nlockd shall be entitled to suspend access to the Operating System in whole or in part if the User fails to fulfill one or more obligations under these General Terms and Conditions (to be regarded as an agreement).

13.1.b. Suspension does not release the User from the obligation to pay outstanding invoices and other obligations.

13.2.a. The User may terminate these General Terms and Conditions (to be regarded as an agreement) by written notice with a notice period of one (1) month before the end of the current contract period.

13.2.b. In the event of early termination by the User, the User shall remain obliged to pay the agreed fees until the end of the contract period.

13.3.a. Nlockd may terminate these General Terms and Conditions (to be regarded as an agreement) with immediate effect if:

13.3.b. Upon termination, access to the Operating System shall immediately expire.

13.4.a. Upon termination, the User shall remain responsible for fulfilling already existing payment obligations.

13.4.b. Unused Credits shall immediately expire and shall not be reimbursed.

13.4.c. Nlockd shall make Client Data available for export for thirty (30) days, unless the termination results from serious misuse or fraud.

Article 14 – Compliance and Legislation and Regulations

14.1.a. The User shall, when using the Operating System, at all times act in accordance with applicable laws and regulations, including consumer law, product safety, tax legislation, privacy legislation, and export regulations.

14.1.b. If Sales Channels impose additional conditions, the User shall be responsible for compliance therewith.

14.2.a. The User is prohibited from using the Operating System for the sale or distribution of products that are in violation of international sanctions legislation, prohibited goods, or products for which specific licenses are required.

14.2.b. Nlockd reserves the right to block publications or suspend accounts in the event of violations.

14.3.a. Nlockd is entitled to perform audits to verify compliance with these terms and conditions, provided such audits are conducted with reasonable notice and during normal business hours.

14.3.b. The costs of an audit shall be borne by the User if serious violations are identified.

14.4. The parties shall refrain from bribery, conflicts of interest, and actions in violation of anti-corruption legislation.

Article 15 – Applicable Law and Dispute Resolution

15.1. These General Terms and Conditions (to be regarded as an agreement) and these conditions shall be governed exclusively by Dutch law.

15.2.a. The parties shall resolve disputes as much as possible through amicable settlement.

15.2.b. If a dispute cannot be resolved amicably, it shall be submitted to the competent court in Amsterdam.

15.2.c. The Vienna Sales Convention (CISG) is expressly excluded.

15.2.d. Before submitting a dispute to the court, the parties shall attempt to resolve the dispute through mediation.

Article 16 – Final Provisions

16.1. All notices or communications relating to these General Terms and Conditions (to be regarded as an agreement) must be made in writing, by email, or via the Operating System.

16.2.a. Nlockd may amend these terms and conditions. Amended terms shall take effect thirty (30) days after announcement.

16.2.b. If the User does not agree with the amendment, they have the right to terminate these General Terms and Conditions (to be regarded as an agreement) subject to the contractual notice period.

16.3.a. The User is not entitled to transfer rights or obligations under these General Terms and Conditions (to be regarded as an agreement) without the written consent of Nlockd.

16.3.b. Nlockd is entitled to transfer its rights and obligations under these General Terms and Conditions (to be regarded as an agreement) in whole or in part to a group company or third party.

16.4. If any provision in these terms is found to be invalid or unenforceable, this shall not affect the validity of the remaining provisions. The parties shall replace the invalid provision with a valid one that most closely reflects the intent of the original provision.

16.5. Provisions that by their nature are intended to continue after termination – including provisions on intellectual property, liability, indemnification, and applicable law – shall remain in force after termination of these General Terms and Conditions (to be regarded as an agreement).

16.6. If the amendment is required by law or regulation, it shall take effect immediately without a right of termination.