Terms and Conditions
1 Scope
These General Terms and Conditions ("General Terms and Conditions") between Dreamleap AG, with its registered office at Grienbachstrasse 17, 6300 Zug, Switzerland ("Provider") and the customer, with name and address as specified in the order form ("Customer") are concluded. These General Terms and Conditions and the form referring to them ("Order Form/Offer"), together constitute a binding agreement ("Agreement") between the Provider and the Customer. The Agreement enters into force on the date a valid order form has been duly signed by both parties ("Effective Date").
2 Services
The provider delivers services and solutions in the field of artificial intelligence. The provider delivers the services listed in the respective order form ("Services") for the term specified therein on a subscription basis and in accordance with the terms of this agreement.
2.1 Cloud Provisioning
For services provided via Cloud Provisioning, the following provisions apply:
● Hosting: The services are hosted on one or more servers at the cloud hosting location specified in the order form.
● Upgrades and Maintenance: During the term, the provider may, at its sole discretion, provide software fixes, revisions, upgrades, or releases that improve the services, as well as carry out maintenance work or other improvements to the services and their infrastructure. The customer acknowledges that this may occasionally result in temporary delays and interruptions. The provider will inform the customer of planned interruptions in advance, as appropriate.
● Service Availability: Subject to the provisions of this agreement, the provider will make commercially reasonable efforts to ensure a service availability level of 99% or higher, calculated per calendar quarter. The availability level is calculated as follows: 100 x (total minutes in the quarter – total minutes of downtime in the quarter) / total minutes in the quarter. Downtime is defined as the period during which the services are not available for login or do not function in any material respect ("Downtime"), but does not include: (i) scheduled system maintenance, (ii) unscheduled maintenance deemed necessary to protect the security and confidentiality of customer data, (iii) outages caused by the customer’s or third party systems, (iv) acts or omissions of the customer, (v) periods of suspension of this agreement and/or (vi) other events beyond the provider’s control, such as changes due to governmental, political or other regulatory actions or court orders, strikes, uprisings, labor disputes, health crises, riots, fires, floods, explosions, war, governmental actions, working conditions, earthquakes, natural disasters, acts by or against third parties (including third-party providers or other suppliers), or other events of force majeure.
● The provider may require that the persons to whom the customer grants access to the relevant part of the IT infrastructure, the services, or the associated confidential information (Designated Persons) sign a personal confidentiality agreement with the provider, which obliges them to use this confidential information only for the fulfilment of this agreement, and prohibits them from directly or indirectly participating in the development of a competing solution.
2.2 On-premises deployment
The following provisions apply to services delivered via on-premises deployment.
● Access to customer infrastructure: In order to provide the services and their updates, the provider is granted access to the customer’s network, servers, operating systems, and any other software on or through which the services are delivered (Customer IT infrastructure"), through which the provider’s personnel perform installation and maintenance. The customer ensures that the method and type of this access are sufficient for the provider to complete the implementation of the services and to continuously monitor, update, and support the services.
● System requirements: The customer is solely responsible for having an internet connection and a web-enabled device (e.g. computer, smartphone) with a current browser (Chrome, Firefox, Safari, or Edge) in order to use the services.
● The customer undertakes to provide the provider with sufficient server capacity on their own servers or on servers of a third-party provider that meets the technical requirements of the provider. Provision of the server capacity is at the customer's own expense and responsibility. The customer guarantees that the server capacity provided is secure and fully functional.
● The provider undertakes to grant the customer a license for the use of the services under the terms of the agreement. The license includes use in accordance with the conditions set out in this agreement and is non-transferable unless otherwise agreed.
● The provider may require that the persons to whom the customer grants access to the relevant part of the IT infrastructure, the services, or the associated confidential information (Designated Persons) sign a personal confidentiality agreement with the provider, which obliges them to use this confidential information only for the fulfilment of this agreement, and prohibits them from directly or indirectly participating in the development of a competing solution.
● The customer's IT infrastructure must be designed, set up, and operated in such a way that no employee, executive, representative, or any other person associated with the customer, outside the group of specifically designated persons, has access to the solution or to the associated confidential information.
For trials and test phases, Free Trials, Pilots and Beta Features
● By clicking “Accept and Start Trial”, the client’s users confirm that they are authorised to accept these terms on behalf of the customer organisation.
● The User agrees that the use of Dreamleap Agent is governed by the Dreamleap General Terms and Conditions, the Privacy Policy, and, where applicable, the Data Processing Agreement.
● The trial is provided free of charge for the agreed trial period of 7 weeks and is intended solely for evaluation purposes. Providing credentials to third parties outside the customer organisation is not permitted. Trial access may include limited functionality, best-effort support only, and no service-level commitment. Unless a separate paid subscription agreement or order form is concluded, access ends automatically at the end of the trial period and no paid subscription will begin automatically.
● Customer data is processed on secure servers in Switzerland/EU and is not used for training purposes.
3 Access to customer databases
The services may require continuous access to the document management system and/or other customer databases, as specified in the order form (Customer databases).
The customer grants the provider the right and authority to retrieve, process, index, store, and use customer data for the purposes of this agreement.Customer data" refers to all data or information retrieved from the customer databases, as well as any data or information that the customer or the users upload or enter into the services. The customer warrants that the transfer of such customer data or confidential information to the provider does not infringe the rights of third parties.
In order to implement and provide the services and their updates, as well as to provide ongoing support, the provider’s staff occasionally require access to the customer databases.
The customer grants this access to the customer databases and hereby acknowledges that preventing or refusing access to the customer databases may result in delays, interruptions, and/or the inability to use the services. The provider guarantees that its employees, agents, and subcontractors will never access customer data without the customer’s prior approval. Furthermore, the provider guarantees that no customer data will be exported from the customer’s systems on a case-by-case basis without the customer’s prior approval.
The customer designates a technical contact person in the respective order form, and it is the customer’s responsibility to keep the contact details of the technical contact up to date.
3.1 Service and Support
The core functions of the services are monitored daily.
The provider offers the customer, during its business hours, Monday to Friday 8:00 a.m. to 6:00 p.m. ("Support hours") email support. The provider will make commercially reasonable efforts to respond to customer inquiries during support hours as quickly as possible and, if necessary, provide remote support for problem identification, analysis, and resolution, to assist with troubleshooting and diagnosis.
3.2 Changes to the General Terms and Conditions
The provider reserves the right to change, improve, or temporarily or permanently discontinue the General Terms and Conditions (including the applicable recurring fees), as well as the services offered or parts thereof, at any time at its own discretion.
The provider will inform customers electronically of any material changes at least 30 days in advance.
For services without a fixed term: Continued use of the services after changes have come into effect will be considered as the customer’s acceptance of the changes. If the customer does not agree with material changes (including fee changes), they have the right to terminate the agreement within thirty days of being notified of or the publication of the change. The termination will take effect on the planned date the change enters into force.
If the terms of use are changed during a fixed term as per the order form, the customer may object to the changes within one month of being notified of or the publication of the change. In the event of an objection, the terms of use valid at the time of signing the order form will remain in effect until the end of the term agreed upon in the order form.
4 Fees
The provider charges the customer subscription fees, implementation fees, project flat rates, usage-based fees, and other fees (collectively "Fees") to the customer. The applicable types of fees are specified in the order form.
Unless otherwise agreed in the order form, fees are invoiced in advance.
All invoices are due within 30 days. In case of late payment, an interest rate of 5% p.a. will be charged. All fees are stated in CHF and exclusive of VAT, unless otherwise specified.
If the customer does not pay the agreed fees, the provider may suspend the provision of its services and temporarily restrict or suspend the customer's access, as well as refuse to release the stored data. The customer remains liable for all fees incurred even during a suspension.
Payments are to be made using the payment methods provided by the provider.
To the extent permitted by law, all fees are non-refundable.
In the event of early termination of the agreement by the customer, (i) subscription and implementation costs already paid and usage-based fees will not be refunded, (ii) subscription and implementation costs not yet paid for the remaining term of the agreement must be paid in full, and (iii) project lump sums not yet paid must be paid according to the project progress.
5 Term and Termination
The term of this Agreement begins on the start date specified in the order form or, if no start date is specified, on the effective date, and ends at the end of the term stated in the order form. Unless otherwise specified in the order form, the Agreement will automatically renew for an additional term. Either party may terminate the Agreement at any time with immediate effect if the other party is in material breach of the Agreement. In all other cases, either party may terminate at the end of any subscription term by providing the other party with written notice at least 30 days before the end of the respective subscription term.
Upon termination, the customer shall delete all software, source code, object code, documentation, or data related to the services within 10 calendar days after the termination becomes effective. The provider will delete all customer data within 30 calendar days after the termination becomes effective.
6 Customer Obligations
6.1 Compliance with Laws
The customer uses the services in accordance with the agreement and all legal obligations that apply in the territory where the customer and its users are located.
6.2 User accounts
Users of the customer may be required to register an account to access and use all or parts of the services.Users are individual employees, directors, and executive officers of the customer, as well as any contractors to whom the customer or other users grant access to the services.
The customer must ensure that they and their users provide accurate, current, and complete information during registration and keep their account information up to date. Sharing accounts to reduce the effective number of users or to create the impression of fewer effective users is prohibited. The customer is responsible for maintaining the confidentiality and security of login credentials for the user accounts and may not disclose them to third parties. The customer is responsible and liable for all activities conducted through their account, including the actions of all users. The customer must notify the provider without delay if there is any suspicion that their credentials have been lost, stolen, or their account has otherwise been compromised.
6.3 Cooperation
The customer shall make commercially reasonable efforts to provide the provider with all reasonably necessary access, data, documents, information, materials, software, as well as qualified personnel and anything else that is reasonably required for the delivery of the services. Furthermore, the customer is obliged to inform the provider without delay of any errors or malfunctions that occur and to support the provider, to a reasonable extent, in analyzing and, where applicable, remedying errors and malfunctions. If the provision of the services is delayed due to circumstances attributable to the customer, the customer shall bear any resulting disadvantages and additional costs. The customer must inform the provider without delay of any circumstances within their area that could endanger or be relevant to the delivery of the services, as well as any misuse or suspected misuse of the services.
6.4 Restrictions
The customer is prohibited from
● circumventing or attempting to circumvent the security measures of the services;
● to use the Services in an unlawful or fraudulent manner, for an unlawful or fraudulent purpose, or with an unlawful or fraudulent effect;
● to access the Service via an automated system, or to take actions that could place an unreasonable burden on the Services or the underlying infrastructure;
● to circumvent any measures the Provider may take to prevent or restrict access to or use of the Service;
● to reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, know-how, or algorithms relevant to the Services or any software, documentation and/or data related to the Services;
● to copy, modify, distribute, reproduce, translate, disassemble, or otherwise use any information, texts, graphics, images, or software obtained from the Services and/or other parts of the Services in any manner not intended (except as permitted under the Agreement), unless the Provider has given prior written consent;
● to sell the Services or parts thereof, grant sublicenses, provide access to third parties, and/or otherwise make them available to third parties (e.g. provide any user access /credentials to any third-party)
● to create derivative works based on all or parts of the Services or on content (excluding Customer Data) that is available through the Services (for example Frontend / UI, Prompts, Models, Contents), unless the Provider has given prior written approval; and/or
● to access the Services in order to develop a product or service that competes with the Services and/or any product or service offered by the Provider, or to share them with anyone who is developing such a product or service.
6.5 Usage Parameters
The Customer acknowledges that the Provider is entitled to implement appropriate usage parameters, including but not limited to rate-limiting measures, to ensure optimal performance, reliability, and stability of the Services. The Customer acknowledges that such measures are necessary to maintain system integrity and to enable consistent use of the Services.
6.6 Suspension
The customer acknowledges that the provider is entitled and may be legally required to suspend access to the services or the customer's account if there are reasonable indications of the occurrence or potential occurrence of illegal, unlawful, immoral, or unethical activities, fraudulent use and/or attempted fraudulent activities, or a breach of the above obligations. In the event of a suspension, the customer remains liable for all fees and costs incurred during the suspension period.
7 Intellectual Property
7.1 Intellectual Property Rights
Each party retains all rights, title, and interest in its own intellectual property, including all copyrights, inventions, trademarks, designs, domain names, know-how, trade secrets, data, and other intangible property rights ("Intellectual Property Rights").
The Provider retains all rights to the intellectual property in the Services, Usage Data, Feedback, Documentation, and the associated materials and/or parts thereof.
The Customer retains all rights to the intellectual property in the Customer Data.
7.2 License
During the term of the Agreement, the Provider grants the Customer a limited, non-exclusive, non-transferable, non-assignable, non-sublicensable license for its users to access and use the Services.
7.3 Customer Models
Unless otherwise agreed, the Provider is entitled to use Customer Data for training the models for artificial intelligence and/or machine learning underlying the Services. Furthermore, the Provider may train models for artificial intelligence and/or machine learning for the exclusive use by the Customer ("Customer Models") train. For this purpose, only subsets of the Customer Data ("Training Data") are used.
The training of Customer Models is carried out exclusively
● on the customer's IT infrastructure in the case of an on-premises deployment or
● on the IT infrastructure at the cloud hosting location in the case of a cloud deployment.
The same confidentiality and data protection requirements apply to customer models as to customer data, including the requirements for their deletion after termination of this agreement.
7.4 Usage Data
The provider may collect usage data and other information to improve the services, as well as for security, support, product and operations management, and for research and development purposes.Usage Data are statistical and other information about the configuration and use of the services by the customer and users, such as hardware usage, operating systems and environments, cluster setup (e.g. node type and number), cluster status, system performance (e.g. uptime and response times), feature usage, user input, and user behavior. The provider does not share usage data with third parties.
7.5 Feedback
If the customer provides the provider with information and/or feedback regarding complaints, errors, issues, suggestions for improvement, ideas, and other matters related to the services ("feedback") the provider may use or not use such feedback without any obligation, whether financial or otherwise, towards the customer. The customer irrevocably assigns all rights (including, but not limited to, intellectual property rights) in the feedback to the provider and acknowledges that they have no claims with respect to the feedback.
7.6 Modifications to the services
The parties may agree that available tools and interfaces will be used to modify certain aspects of the services in order to better adapt them to the specific operational needs of the customer, including but not limited to special configurations and customizations to workflows (the "customizations").
The provider retains all rights to the intellectual property in the adaptations, as well as in the underlying technology, models, algorithms, and all improvements or derivative works related to the services. The customer acknowledges that all adaptations created using the services are part of the services, and that ownership of the adaptations or any associated intellectual property rights does not transfer to the customer.
The provider grants the customer a limited, non-exclusive, non-transferable, revocable license to use the adaptations solely for the customer's internal business purposes and in accordance with the terms of this agreement. This license does not entitle the customer to sublicense, distribute, or commercially use the adaptations outside of its internal use.
The customer agrees that the adaptations may be considered as feedback, and that the provider may incorporate elements of the adaptations into the services or other offerings, provided that no customer data is included.
8 Audit right
If, during the term of this agreement and within 12 months thereafter, the Provider or the Customer has reasonable grounds to suspect an infringement of intellectual property rights under this agreement, the company which suspects the infringement ("auditing party") may, at its own expense, request an audit of the premises, records, and IT infrastructure of the other company ("audited party) may request to investigate this assumption. For the avoidance of doubt, the following applies: (i) the individuals conducting the audit sign strict personal confidentiality obligations, (ii) the definition of the audit scope takes into account the legitimate confidentiality interests of the audited party, including its business and manufacturing secrets, intellectual property rights, and information subject to confidentiality by law or agreement, and (iii) the audit of the customer’s source code shall be performed by an independent auditor in accordance with the following paragraph. Such audits may, at the discretion of the auditing party, be conducted remotely or on-site, following prior notification in text form to the audited party with a notice period of 10 business days, specifying the grounds for suspicion and clearly defining the scope of the audit to be performed. An audit may take place at most once within 12 months from the date of the last audit, provided the previous audit did not reveal any breach of the obligations of the audited party. The draft audit report will be submitted to the audited party for review and is considered accepted by the audited party if no comments are provided within 20 business days of receipt. If an audit reveals that the audited party has breached any of its obligations under this agreement, the audited party must remedy this breach without delay at its own expense and reimburse the auditing party for all reasonable costs and expenses incurred in connection with the audit. The audit is conducted during normal business hours and must not unreasonably disrupt the business operations of the audited party. All reasonable costs and expenses incurred by the audited party shall be borne by the auditing party if the audit does not reveal any breach of the obligations of the audited party.
If the customer offers, directly or indirectly, proprietary software, a product, or a service that is similar to the service ("competing solution"), the provider’s audit right includes the right to review the source code, object code, development logs, and documentation exclusively for the purpose of determining whether such a competing solution was created using proprietary intellectual property rights contained in the solution commissioned by the provider under this agreement. The audit will be conducted by an independent and reputable third party, jointly selected by the customer and the provider as follows: the provider will propose three independent and reputable third parties based in Switzerland in the audit notice, and the customer may select one of the three proposed auditors within 5 business days of receiving the audit notice ("Third Auditor"). Before an audit, the Third Auditor shall sign a confidentiality agreement that corresponds to the confidentiality obligations of this agreement. The Provider must notify the Customer in writing 20 business days in advance of its intention to initiate an audit. The mandate of the Third Auditor is limited to verifying whether the Competing Solution contains Intellectual Property Rights of the Services. To avoid any doubt: the Competing Solution shall not be deemed to contain Intellectual Property Rights of the Services if, at the sole discretion of the Third Auditor, it is sufficiently likely that any duplication of a line of code, a concept used, or similar, is the result of an accidental and unintentional parallel development. The Customer and the Provider shall each receive the draft report of the Third Auditor and have 20 business days to comment on it. Such an audit may take place no more than once per calendar year. The Third Auditor will be paid by the Provider, unless the final report finds that the Competing Solution was created using proprietary Intellectual Property Rights contained in the Services of the Provider. In this case, notwithstanding any limitations of liability and without prejudice to any other remedies to which the Provider is entitled under this agreement or applicable law, (i) the Customer shall pay the Third Auditor, (ii) the Customer is obliged to immediately cease operation of such a competing solution, and (iii) the Customer is fully liable for all damages, with such damages amounting to at least the revenues the Customer has generated with such a competing solution.
9 Data Protection
The parties undertake to comply with the applicable data protection regulations. The parties are aware that the conclusion and execution of this agreement may lead to the processing of personal data of the parties or their affiliated companies, the customer and their employees, executive officers, representatives, or other persons associated with them.
The data protection obligations of the parties are set out in the attached Data Processing Agreement (DPA).
10 Liability and Indemnification
The provider is fully liable to the customer for damages resulting from gross negligence or intentional misconduct on the part of the provider. In all other cases, the provider’s total liability under this agreement is limited to the amount of the fees paid by the customer to the provider in the 12 months prior to the damaging event.
11 Confidentiality
11.1 Confidential Information
Each party ("Disclosing Party") may disclose to the other ("Recipient") confidential information. "Confidential Information" include, among other things, all information marked as confidential, and information that is otherwise designated as confidential or can reasonably be considered confidential and attributable to the Customer or the Provider, including but not limited to company information, customer information, functionalities, features, specifications and documentation of the services, or, in the case of the Customer as Disclosing Party, customer data.
The following are not considered Confidential Information:
● Information that is publicly accessible or becomes publicly accessible, provided that such public availability or accessibility is not due to a fault, omission, or other act of the Recipient;
● Information that has been lawfully and without restriction received; or
● Information developed by the receiving party independently and without the use of the confidential information of the other party.
11.2 Confidentiality
Unless required by law, the Provider will treat all confidential information as confidential during the term of this agreement and thereafter, and will not use it (except for the purposes set out herein), disclose it, or otherwise make it accessible to other persons, unless the Customer has given prior written consent and this is necessary. The Provider will instruct its employees and other persons who have access to confidential information to treat it confidentially, applying the same care and diligence that the Provider is required to exercise with respect to confidential information, which must not be less than professional care and diligence, and will ensure that third parties are bound to confidentiality either by law or by contract. If the Provider is required to disclose confidential information by applicable laws, regulations, court orders, or legal proceedings, the Provider will promptly inform the Customer of such a request or requirement and will request that all such disclosed confidential information be treated as confidential. Disclosure of confidential information in accordance with the previous sentence does not constitute a breach of this agreement. This obligation of confidentiality remains in force even after termination of the agreement.
11.3 Security
The Provider will implement and maintain appropriate administrative, technical, and organizational security measures to protect the security, confidentiality, and integrity of Confidential Information originating from the Customer, including Usage Data processed by the Provider as set forth herein. These security measures include, among other things, measures that prevent employees of the Provider (including affiliated companies, subcontractors, and contractors) from accessing, using, modifying, or disclosing Customer Data and Usage Data, unless permitted by the provisions of this Agreement or the Customer has expressly given prior written consent.
11.4 Notification of Security Breaches
The Provider will notify the Customer without undue delay once the Provider becomes aware of a security breach that results in the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Customer Data that has been transmitted, stored, or otherwise processed.
12 Miscellaneous
Marketing: If specified in the relevant order form, the customer authorises the provider to use the customer's name and logo, as well as a brief description of the services provided, for promotional purposes on the provider's website and in other marketing or sales materials. The use of the customer's name and logo is expressly permitted in confidential investment materials. Any other use must be specified in the relevant order form or requires the prior consent of the other party.
Entire Agreement: This agreement constitutes the entire agreement between the provider and the customer and replaces all prior agreements between the parties relating to the subject matter of this agreement.
Any deviation from the General Terms and Conditions in the order form or in any other documents not provided for in the General Terms and Conditions requires an explicit reference to the amended clause of the General Terms and Conditions. The customer’s general terms and conditions are excluded unless expressly accepted by the provider.
Notices: Notices must be made in writing and sent to:
● For the attention of the Provider: by email to: talk@dreamleap.com;
● For the attention of the Customer: by email to the most recently provided email address given by the Customer for this purpose. It is the Customer's responsibility to keep the contact information provided up to date.
No Assignment: The Customer may not assign their rights, obligations, or claims under this agreement without the prior consent of the Provider.
Severability Clause: If any provision of this agreement (in whole or in part) is found to be unlawful, invalid, or otherwise unenforceable, the remaining provisions shall remain in full force and effect.
Applicable Law and Jurisdiction: These General Terms and Conditions and all legal relationships arising from this contractual relationship are governed by Swiss law, excluding its conflict of law provisions and the United Nations Convention on Contracts for the International Sale of Goods (CISG). The ordinary courts at the Provider's registered office shall have exclusive jurisdiction for all disputes arising from or in connection with these General Terms and Conditions.
Links: The services may include third-party content or links to third-party websites. The provider assumes no responsibility and does not offer any guarantees or assurances regarding third-party content or websites, including, but not limited to, their accuracy, subject matter, quality, or timeliness.
