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.
- 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 Internet- or 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.
2.1 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/data-protection/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 firstname.lastname@example.org 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.
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.