DiALOGiFY general provisions of Services supplements business

DiALOGiFY general provisions of Services
supplements business

In the event of any conflict between the English and German versions of the DiALOGiFY general provisions of
Services supplements business, the German version shall prevail.

1. Scope, application and modification of the supplements

DiALOGiFY AG, Grienbachstrasse 11, 6300 Zug, Switzerland (“DiALOGiFY”) operates a service for the
announcing and acceptance of certain tasks and/or dialogues, so-called «Dialogues» (the “Service”).
Depending on the type of campaign, the Service is accessible via the Website www.DiALOGiFY.io (“Website”),
via an individual URL («Web browser») and/or an application software for smartphones (“Scoutsss App”) (all
together the “Platform”).
The provisions in the DiALOGiFY general provisions for Services supplements business (the “Conditions
Business”) are intended to supplement the DiALOGiFY general provisions of Services (the “General
Conditions”), the Privacy Statement, the Cookies Policy and the Members’ Disclaimer (the “Dialogue
Initiators”), which in addition to the use of the Service receive one or more of the following Services (the
“Services”) of DiALOGiFY:

a) License for the DiALOGiFY software (the “Member Account”) with which the Dialogue Initiator;
a. can set up, publish, evaluate and export Dialogues for own groups
b. or can set up, publish, evaluate and export Dialogues for Dialogue participants;
b) Hosting of campaign data (e.g. pictures, videos, etc.);
c) Services knowhow and manpower.

If there is a contradiction between the Conditions Business and the General Conditions, the Conditions
Business shall prevail.
The Conditions Business, in addition to the General Conditions, are always part of the agreements concluded
with DiALOGiFY on the basis of DiALOGiFY order forms or other contracts (the “Agreement”), which concern
Services of the three Services (a, b, and/or c) mentioned above. The Dialogue Initiator agrees to these
Conditions Business as well as the General Conditions by entering into a corresponding agreement (start of
the Agreement) with DiALOGiFY and in any case no later than the first login/opening of the personal Member
Account or the first launch of a campaign via his personal Member Account.

The Conditions Business can be changed at any time. For new Dialogue Initiators, the current version at the
time of registration applies. Existing Dialogue Initiators can be informed of a new version by email to the last
address registered in the personal Member Account and/or when logging into/opening the personal Member
Account. New versions come into force one month after notification, unless Dialogue Initiator objects to them
beforehand.
The details of the Agreement are set out in the DiALOGiFY price lists and possible supplements current at the
time of conclusion.

DiALOGiFY is entitled to change or discontinue free services, also in parts, at any time. In doing so, DiALOGiFY
will take into account the legitimate interests of the customer and – as far as technically possible and
reasonable – inform the customer of this in advance with a reasonable period of notice.
DiALOGiFY makes the Platform available to its Members for use 24 hours a day, 365 days a year (“System
Runtime”). DiALOGiFY guarantees an availability of the Platform of 99% on annual average (hereinafter
“Service Level”). As far as possible, DiALOGiFY will inform the Members (Dialogue Initiators) in good time of
any necessary maintenance work and the resulting outages of the platform. Outages of the Platform due to
maintenance work will not be counted towards the Service Level. DiALOGiFY is not responsible for Internetor network-related downtimes and in particular for downtimes during which the Platform cannot be accessed
via the internet due to technical or other problems that are not within the sphere of influence of DiALOGiFY,
such as force majeure, fault of third parties, etc., DiALOGiFY is not responsible for and will not count this
downtime towards the Service Levels.

2. Supplements

2.1 Conditions of payment
DiALOGiFY will invoice the performances for the Member Account, the hosting of campaign data and/or the
Services knowhow and manpower to the Dialogue Initiator once the Agreement has been accepted. In all
other respects, the General Conditions apply accordingly.
The Dialogue Initiator undertakes to adhere to the terms of payment set out in the Agreement, even in the
event of a complaint about the performance. The Dialogue Initiator waives the defence of set-off. Justified
claims for compensation by the Dialogue Initiator in accordance with the General Conditions will be
reimbursed by DiALOGiFY to the Dialogue Initiator in accordance with the General Conditions.

2.2 Content of the Services
Member Account: DiALOGiFY provides the Dialogue Initiator and the administrator or other business users
known to DiALOGiFY with access to a web-based software.This software (application via Website) offers the
possibility of implementing various forms of campaigns with own groups or with other Dialogue Participants,
i.e. preparing, launching and evaluating campaigns or exporting results. The details of the Agreement can be
found in the DiALOGiFY price lists current at the time of conclusion and possible additions to the agreement.
The scope of performance is defined in the Agreement.
Hosting: This Service enables the Dialogue Initiator to access data from completed campaigns (e.g. pictures,
videos, etc.) via a personal Member Account. The scope of performance is defined in the Agreement and/or
on the price lists current at the time of conclusion.
Services knowhow and manpower: DiALOGiFY offers various collaboration models for human resources. The
scope of performance is defined in the Agreement and in the DiALOGiFY Conditions Business clause 2.8.

2.3 Obligations/rights of DiALOGiFY
DiALOGiFY must take reasonable precautions to backup and, if necessary, restore all data created by the
Dialogue Initiator in connection with the use of the Member Account. The recovery of data that has been
deleted intentionally or accidentally by Members themselves is not part of the Service.

If DiALOGiFY suspects that the Agreement is being violated, DiALOGiFY may check how the Dialogue Initiator
uses the Service, the Platform. DiALOGiFY is entitled to carry out random checks on whether Members comply
with the Agreement, even without suspicion. It is up to DiALOGiFY to activate campaigns for Dialogue
Initiator’s own groups or other Dialogue Participants only after a prior check.
Possession and ownership of documents provided by DiALOGiFY to the Dialogue Initiator, including all
copyrights and proprietary rights, remains solely and exclusively with DiALOGiFY at all times. Both Dialogue
Initiator and any affiliated companies abstain from any action against this ownership and property. The
DiALOGiFY logos listed in the Dialogue Initiator documentation are trademarks of DiALOGiFY and/or its
licensees.

2.4 Personal Data
If the Dialogue Initiator processes personal data of third parties using DiALOGiFY software, it is independently
responsible for compliance with the provisions of the Swiss Federal Data Protection Act (FADP) and the
European Data Protection Regulation (Regulation [EU] 2016/679) (GDPR). In addition, the Dialogue Initiator
must observe the data protection laws of all countries to which its data processing is subject.
Where data is processed outside the EU or the US, the Dialogue Initiator undertakes to process the personal
data of third parties using DiALOGiFY software in a manner that is line with the general principles of GDPR as
articulated by the European Commission https://ec.europa.eu/info/law/law-topic/dataprotection/reform/rules-business-and-organisations/principles-gdpr_en.

2.5 Obligations/rights of the Dialogue Initiator
The scope of Services of the Member Account is defined in the Agreement and the relevant price list.
Hotline hours listed in the Agreement will not be transmitted or refunded if not used within 12 months.
Hotline hours can only be used for software support and not for any other Service performances provided by
DiALOGiFY, e.g. a resource deployment of know-how and/or manpower.
The Dialogue Initiator is liable for legal action in connection with the content of campaigns set up by a Dialogue
Initiator through whose Member Account the campaign was set up.
The Dialogue Initiator is prohibited from reselling or licensing to third parties any performances or items
provided by DiALOGiFY. The Dialogue Initiator is not allowed to realize campaigns with groups or other
Dialogue Participants for third parties, either for a fee or free of charge.
The Dialogue Initiator is obliged to provide DiALOGiFY only with personal data that has been lawfully collected
in accordance with the Swiss Federal Data Protection Act and the GDPR and may be lawfully disclosed. If the
data is passed on to DiALOGiFY for the purpose of direct marketing, the Dialogue Initiator is also obliged to
only pass on personal data for which a valid consent for direct marketing has been obtained.
In addition, the Dialogue Initiator must mark the parts of a Dialogue accordingly when it is set up if personal
data (email, surname, first name, address, telephone numbers (mobile and/or landline number), date of birth,
gender) is requested in the Dialogue. Before the Dialogue participant enters personal data for the first time in
the Dialogue, he will be shown the General Conditions (including the Privacy Statement), which he must
explicitly accept so that he can continue in the Dialogue, if this was not already done when the Member
Account was opened.

To avoid ambiguity and in the event that the Dialogue Initiator decides to incorporate the cookies used by
DiALOGiFY into its own privacy and cookie policies, the Dialogue Initiator is responsible for the appropriate
implementation. This also includes the regular adaptation of these documents to the list of cookies used and
published by DiALOGiFY.
The Dialogue Initiator is liable to DiALOGiFY for the fact that these privacy and cookie policies are made
available to the Dialogue Participants in a timely manner and that any necessary consent is obtained in a lawful
manner.
The Dialogue Initiator is liable without limitation for compliance with the obligations agreed in this clause 2.5.
In the event of a breach of the obligations agreed here, the Dialogue Initiator will hold DiALOGiFY completely
harmless for claims for damages asserted by third parties against DiALOGiFY and successfully enforced,
including any legal defense costs (legal fees and court costs).

2.6 Duration and price of the Agreement
The Agreement is valid from the date stated on the Agreement, in each case for a period of twelve (12)
months, unless otherwise agreed. The Agreement shall be automatically renewed upon expiration for another
twelve (12) months or for the license period specified in the Agreement, unless terminated by either party.
Termination by the Dialogue Initiator must be made in writing by registered letter or by email to
hello@dialogify.io at least two (2) months before the end of the agreement period. Termination by DiALOGiFY
must be made in writing by email to the profile email address stored in the Member Account at least two (2)
months before the end of the agreement period.
DiALOGiFY reserves the right to unilaterally adjust the agreed remuneration in case of an extension of this
Agreement.

2.7 Groups
The Dialogue Initiator can create groups in his Member Account and invite group members.
Each Member of groups automatically becomes part of the DiALOGiFY community. Each Member of the
DiALOGiFY Community accepts the DiALOGiFY General Conditions, Privacy Statement, Cookies Policy and, if
applicable, additional provisions, at the latest when registering or entering personal data.
For Members of the DiALOGiFY community it is evident whether a Dialogue invitation is an invitation from a
group to which the Member belongs to or not. Participation in campaigns is voluntary for all Members of the
DiALOGiFY Community.
Own groups may not be specifically selected as a group in the profile selection for campaigns by other Dialogue
Initiators without written permission from the Dialogue Initiator. The group will not be displayed in other
Member Accounts. However, if the Members of the group meet other profiling criteria, these Members of the
DiALOGiFY community may be invited by DiALOGiFY to participate in Dialogues managed by DiALOGiFY.
Each Member of the DiALOGiFY community can deactivate himself from a group or the DiALOGiFY community
at any time. If a Member of the DiALOGiFY community deactivates himself, he will automatically be
deactivated from all groups and can no longer be contacted by the Dialogue Initiator.
If a Member of the DiALOGiFY community deactivates and demands that the personal data supplied with a
Dialogue be deleted, the Dialogue Initiator must clarify the situation himself.

If a group is dissolved, the Members of the dissolved group remain part of the DiALOGiFY community. If a
Member wishes to leave the DiALOGiFY Community, he can deactivate himself at any time free of charge.

2.8 Service manpower and knowhow (in general and calculation of Service
hours)
A Service subscription is purchased with the desired collaboration model for one year (365 calendar days) in
advance, usually with the same duration of the license for the Member Account.
If requested by the Dialogue Initiator, the time required is estimated in advance of an operation.
One Service hour corresponds to one hour of manpower. One hour of know-how corresponds to 1.25 Service
hours. Service hours not used in one year are transferred to the next Service year with a reduction of 25%.
Maximum transferability of Service hours: 2 years.
Requested working hours outside normal office hours from 08:00 – 12:00 and 13:00 – 17:00 (CET) will be
charged with a surcharge of +20%.
Express surcharge: Continuously available working hours requested by the Dialogue Initiator during 36 hours
are charged with a surcharge of +20%.
Service hours purchased outside of an agreement for the Member Account will be charged at the standard
rate.
The surcharges can be cumulated.
Operating times from the 1st to the 15th minute are counted as 15 minutes.
Travel times are calculated as follows: Time according to Googlemaps from the DiALOGiFY headquarters in
Zug, Grienbachstrasse 11, 6300 / Switzerland, to the place of operation. The Manpower approach is used.
If the Service hours are not directly connected to a project, but are booked for a certain period of time, the
Service hours will be invoiced quarterly, unless otherwise agreed, as follows – content invoicing:
– Customer address incl. contact person customer
– Title: Service QUARTER YEAR, from … to …
– Person of DiALOGiFY / start time / finish time / duration of the assignment (rounded up to 15 minutes)
– Approach manpower or knowhow
– Factor for possible surcharges
– Activity description
– Remaining balance in Service hours

2.9 Confidentiality / intellectual property and rights of use
The parties shall maintain secrecy about all confidential information that comes to their knowledge within the
scope of the contractual relationship. Information that is already known or publicly known to DiALOGiFY at
the time of receipt or that has been made available to DiALOGiFY without breach of a confidentiality obligation
is not considered confidential information.
The information provided to DiALOGiFY by the Dialogue Initiator may only be used by DiALOGiFY within the
scope of the order.

DiALOGiFY acquires all rights to all results created by DiALOGiFY within the scope of the order. This also
includes all copyrights and other intellectual property rights as well as rights of use and exploitation such as
licensing rights. Excluded is generally accessible technical and methodological knowledge.

3. Final provisions

3.1 Breach of contract and abuse of the Service, the Platform
DiALOGiFY reserves the right to deny the Dialogue Initiator access to the Service and Platform with immediate
effect in the event that DiALOGiFY discovers any form of abuse on the part of the Dialogue Initiator or the
users, a breach of contract or the violation of applicable laws. In such cases, DiALOGiFY will not be liable for
damages incurred by the Dialogue Initiator due to the loss of the possibility to use the Service and Platform.

3.2 Severability clause
Should a provision of this Agreement be or become invalid or unenforceable, or should it contain a loophole
requiring interpretation, the validity of the remaining provisions shall not be affected. The invalid or missing
provisions shall be replaced by a legally effective provision that comes as close as possible to the intention of
the parties.
Notwithstanding the foregoing, both parties agree to negotiate in good faith to replace any invalid, incorrect
or unenforceable provision with a valid and enforceable provision. This new provision shall reflect as closely
as possible the intent of both parties with respect to the original provisions.

3.3 Place of jurisdiction and applicable law
Subject to mandatory legal provisions, all legal relationships arising from contracts concluded under these
Conditions Business shall be governed by Swiss law, excluding the United Nations Convention on Contracts
for the International Sale of Goods. Place of performance and exclusive place of jurisdiction is Lucerne,
Switzerland.

These general provisions for Services supplements business were last updated on October 1st, 2021.