Terms of Service

1. Scope and parties

1.1 These Terms of Service (the "Terms") govern every contract between Dreaverr Digital Solutions LLP, 1103 - 11871 Horseshoe Way, Richmond, British Columbia, Canada V7A 5H5 ("we", "us") and the customer ("Customer", "you") concerning the use of the Mindcapita platform. Mindcapita is a product and brand of Dreaverr Digital Solutions LLP.

1.2 The platform is offered exclusively to businesses, public bodies and other organisations acting in the course of their professional activity. It is not offered to consumers. By registering you confirm that you are entering into the contract for your organisation and that you are authorised to do so.

1.3 Terms and conditions of the Customer do not apply, even where we do not expressly object to them and perform the service without reservation. Deviating agreements require our written confirmation.

1.4 Where an individually negotiated agreement exists between the parties, that agreement takes precedence over these Terms in case of conflict.

2. Definitions

Platform means the software provided by us as a service, together with its interfaces, dashboards and documentation.

Campaign means a measurement run set up by the Customer, covering a defined group of Participants over a defined period.

Participant means a person invited by the Customer to take part in an interview, typically an employee of the Customer.

Seat means one distinct participating person within a contract period, counted as described in section 12.

Results means the aggregated scores, group profiles, visualisations and recommendations that the platform produces from Participant responses.

Customer Data means all data the Customer or its Participants enter into the platform, including employee directories, invitations, conversation content and questionnaire responses.

3. The service

3.1 Mindcapita is a software-as-a-service product for measuring psychological capital within an organisation. The platform is hosted by us and used through a browser. No installation on the Customer's systems is required or provided.

3.2 The service comprises the following functions:

(a) AI-run interviews. Participants receive a personal link and hold a spoken conversation with an AI agent. The conversation follows a fixed protocol whose questions map to the measured dimensions. The agent conducts the conversation autonomously; no member of our staff takes part in it.

(b) Questionnaire. Depending on the campaign configuration, Participants additionally complete a short questionnaire whose items complement the conversation.

(c) Analysis and scoring. Responses are evaluated automatically against the model described in our whitepaper and rated along the four dimensions Direction, Confidence, Recovery and Outlook.

(d) Visual reporting. Results are made available in the platform as aggregated profiles, group comparisons and visualisations, broken down by the organisational units the Customer has defined, subject to section 9.

(e) Recommendations. The platform derives suggested courses of action from the Results. These are proposals for the Customer to consider, subject to sections 5, 6 and 10.

(f) Administration. The Customer manages its own directory, campaigns, roles and seats through the platform.

3.3 Where the campaign configuration includes the optional camera channel, Participants are asked separately for their consent, the analysis runs on the Participant's device, no video or image is transmitted or stored, and only a coarse aggregated signal enters the Results. Participants may decline without any effect on their participation. The Customer is responsible for assessing whether this function may lawfully be used in its jurisdiction and in its organisation; see section 8.5.

3.4 The functional scope owed is the scope described in this section and in the product documentation as it stands when the contract is concluded. Section 20 governs later changes.

4. What we warrant

4.1 We warrant that the platform provides the functionality described in section 3 in all material respects, and that it is free of defects that materially impair that functionality.

4.2 We warrant that we grant the Customer the right of use set out in section 15 and that, to our knowledge, no third-party rights conflict with the contractual use of the platform.

4.3 We warrant that the platform is operated in accordance with the state of the art in technical and organisational security measures, and that the anonymity mechanism described in section 9 is enforced by the system rather than by policy alone.

4.4 We will remedy defects reported by the Customer within a reasonable period. The Customer will describe a defect in a way that allows us to reproduce it.

5. What we do not warrant

5.1 No outcome is owed.We do not warrant that the use of the platform will lead to any particular result, in particular not to improved psychological capital, higher engagement, lower turnover, lower absence, better performance, higher revenue or any other business outcome. Whether anything changes in the Customer's organisation depends on the decisions the Customer takes and the measures the Customer implements. Those decisions and measures lie entirely outside our sphere of influence and responsibility.

5.2 No success-based obligation. The contract is a contract for the provision of services against payment. It is not a contract for work and services owing a particular result, and it contains no success-based component.

5.3 Measurement, not certainty. The Results are the output of a psychometric measurement procedure. Like every such procedure they carry measurement error, depend on the honesty and mood of the responses, and describe the state of a group at the time of the measurement. They are not a diagnosis, not a prognosis of individual behaviour, and not a statement about individual persons.

5.4 No medical or psychological treatment.The platform is not a medical device, provides no diagnosis of any illness, and replaces no medical, psychotherapeutic or occupational health assessment. Where the Customer suspects that individuals need support, this is to be pursued through the Customer's own appropriate channels.

5.5 No legal, HR or business advice. Neither the Results nor the recommendations constitute legal advice, advice under employment or co-determination law, tax advice or management consultancy.

5.6 Uninterrupted availability. Save as set out in section 14, we do not warrant that the platform will be available without interruption or free of error at all times.

6. Software only, no implementation

6.1 Our performance is the provision of the platform. We do not implement measures within the Customer's organisation, do not hold workshops, do not coach managers or employees, do not moderate change processes and do not act on the Customer's behalf towards its employees.

6.2 The recommendations produced by the platform are proposals. Selecting, adapting, deciding on and implementing them is the Customer's task alone. The Customer remains fully responsible for every measure it takes within its organisation, including its legal admissibility.

6.3 Support under section 14 covers the use and functioning of the platform. It is not advice on what to do with the Results.

6.4 Any services beyond the platform, such as onboarding assistance, require a separate agreement. Where we assist voluntarily and without separate remuneration, this does not extend the scope of what is owed.

7. Registration, accounts and eligibility

7.1 Use requires registration. The Customer will provide accurate information and keep it current. Access credentials are to be kept secret and protected against access by third parties.

7.2 The Customer is responsible for all activity carried out through its accounts. The Customer will inform us without undue delay of any indication that access credentials have been misused.

7.3 The Customer may invite further users of its organisation and assign them roles. The rights attached to each role are described in the platform. The Customer is responsible for assigning roles appropriately, in particular for the fact that only persons who are meant to see aggregated Results receive access to them.

7.4 Self-service registration is completed only upon a successful checkout. Where a checkout is not completed, the registration is discarded and no contract is concluded. Organisations above the self-service ceiling are set up individually and are activated by us once payment has been received.

8. Customer responsibilities

8.1 The Customer is responsible for the lawful basis on which its employees take part. This includes in particular the information duties towards its employees and, where applicable, the involvement of the works council or comparable employee representation, and any collective agreement required for the introduction and use of the platform.

8.2 The Customer will only enter data into the platform that it is entitled to process for this purpose, and will only invite persons whom it may lawfully invite.

8.3 Participation by Participants is voluntary. The Customer will not exert pressure to participate and will draw no disadvantage from non-participation.

8.4 No individual decisions. The Customer will not use the platform or its Results as a basis for decisions about individual employees, in particular not for selection, promotion, remuneration, transfer, disciplinary measures or termination. The platform is not built for this and, because of the anonymity mechanism in section 9, does not provide individual results in the first place.

8.5 Where the Customer activates the optional camera channel, the Customer is responsible for assessing whether that function is lawful in its jurisdiction and in its organisation, including under the applicable rules on artificial intelligence. We will point out known restrictions, but the assessment for the Customer's specific case rests with the Customer.

8.6 The Customer will ensure the technical requirements on its side, in particular a current browser, a working microphone for Participants, and deliverability of our emails within its network.

8.7 The Customer will not use the platform in a manner that impairs its operation, circumvents security measures, attempts to re-identify individual Participants, or infringes the rights of third parties.

9. Anonymity and minimum group size

9.1 Individual responses are never disclosed to the Customer. Neither conversation transcripts nor individual questionnaire responses nor individual scores are accessible to any role within the Customer's organisation.

9.2 Results are reported for a group only once at least five Participants of that group have completed their participation. Below that threshold no result is displayed. The threshold is enforced by the system.

9.3 We will not lift the anonymity mechanism at the Customer's request. A request to that effect is not a defect and does not entitle the Customer to terminate.

9.4 The Customer will not attempt to draw conclusions about individual persons from the Results, for example by cutting groups so small that a single response can be inferred.

10. AI-generated output and its limits

10.1 Conversations, evaluation and recommendations are produced with the support of machine learning models, including models operated by third parties on our behalf.

10.2 Output of such models can be incorrect, incomplete or unsuitable in individual cases despite careful design and testing. The Customer will review the Results and recommendations before acting on them, applying its own professional judgement.

10.3 No automated decision producing legal effects concerning a Participant or similarly significantly affecting them is taken through the platform. The recommendations relate to groups, not to individuals.

10.4 We continuously develop the models and prompts used. Because of this, and because of natural variation in conversation, repeated measurements can produce differing values without this constituting a defect.

11. Data protection

11.1 In processing Customer Data we act as processor on the instructions of the Customer, who is the controller. A data processing agreement under Article 28 GDPR is concluded separately and forms part of the contract.

11.2 The processing of personal data is described in our privacy policy and in the data processing agreement, including the sub-processors we engage.

11.3 We process Customer Data only to provide the service and on the Customer's documented instructions, unless we are legally obliged to do otherwise.

11.4 Where Participant responses are aggregated and anonymised such that no reference to a person remains, the resulting data is no longer personal data. We may use such data to operate, secure and improve the platform.

12. Fees, seats and billing

12.1 The fees are those stated at the time the contract is concluded. All prices are exclusive of value added tax, which is added at the applicable rate.

12.2 The platform fee is billed annually in advance and includes the number of seats stated in the offer. Seats beyond that number are billed per seat and month at the rate stated at the time of booking.

12.3 A seat is consumed by each distinct participating person within a contract period, counted by email address. A person who takes part in several campaigns within the same contract period consumes one seat.

12.4 The Customer may book additional seats during the term. Booked seats cannot be reduced during a running contract period; a reduction takes effect at the next renewal.

12.5 Self-service subscriptions are sold through Paddle (Paddle.com), which acts as merchant of record and reseller for those transactions. Your payment contract for them is with Paddle, Paddle's buyer terms apply to the payment itself, and Paddle charges and remits the applicable sales tax. For organisations set up individually, payment is made against invoice within 14 days of the invoice date.

12.6 If the Customer is in default of payment, we may, after prior notice and the expiry of a reasonable grace period, suspend access to the platform. Data is retained during a suspension in accordance with section 13.5.

12.7 We may adjust the fees with effect from the next renewal, giving at least six weeks' notice before the end of the current period. If the Customer does not accept the adjustment, it may terminate with effect from the end of the current period.

13. Term, renewal and termination

13.1 The contract runs for twelve months from activation, unless a different term is agreed.

13.2 It renews for a further twelve months unless terminated by either party with 30 days' notice before the end of the current period.

13.3 The right of either party to terminate for good cause remains unaffected. Good cause exists for us in particular in the event of a serious breach of sections 8.4, 8.7 or 9.4.

13.4 Termination must be in text form.

13.5 After the contract ends, the Customer can export its Results for 30 days. After that period we delete Customer Data, unless we are required to retain it by law. Deletion within the data processing agreement takes precedence where it provides otherwise.

14. Availability, maintenance and support

14.1 We aim for an availability of the platform of 99.5 per cent per calendar month, measured at the interface between our infrastructure and the public internet, excluding scheduled maintenance.

14.2 Scheduled maintenance is announced in advance where reasonably practicable and is placed outside typical business hours where possible.

14.3 Not counted against availability are downtimes caused by force majeure, by failures of third-party providers beyond our control, by the Customer's infrastructure, or by attacks against our infrastructure that we could not have averted despite due care.

14.4 Support is provided in text form during our business hours, in German and English, for questions concerning the use and functioning of the platform. Section 6.3 applies.

14.5 The interviews are conducted through third-party model providers. Their capacity limits determine how many interviews can run at the same time. Where the Customer plans an unusually large campaign, we recommend agreeing the timing with us so that capacity can be planned.

15. Intellectual property

15.1 All rights in the platform, its software, its design, the measurement model and the documentation remain with us or our licensors.

15.2 For the term of the contract the Customer receives a non-exclusive, non-transferable right to use the platform for its own internal business purposes, to the extent covered by the fees paid.

15.3 The Customer may use the Results within its own organisation without restriction, including for internal reporting and presentations.

15.4 The Customer may not reverse-engineer, decompile, copy, resell or make the platform available to third parties beyond the contractual use, save where mandatory law provides otherwise.

15.5 Naming the Customer as a reference requires the Customer's prior consent.

16. Customer data

16.1 Customer Data remains the Customer's. We acquire no rights to it beyond what is required to provide the service.

16.2 We back up Customer Data regularly in accordance with the state of the art. This does not release the Customer from exporting Results that are important to it.

16.3 Section 11.4 applies to anonymised data.

17. Confidentiality

17.1 Each party will keep confidential all information of the other party marked as confidential or evidently confidential by its nature, and will use it only for the purposes of the contract.

17.2 This does not apply to information that is publicly known, that was already lawfully known to the receiving party, or that must be disclosed by law or by order of a court or authority.

17.3 The obligation survives the end of the contract for three years.

18. Liability

18.1 To the maximum extent permitted by applicable law, we are not liable for indirect, incidental, special or consequential damages, nor for loss of profit, loss of revenue, loss of goodwill or loss of anticipated savings, however caused.

18.2 Our aggregate liability for all claims arising in one contract year is limited to the fees paid by the Customer for that contract year.

18.3 Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited, including liability for fraud, for wilful misconduct, or for death or personal injury caused by negligence. Where the Customer is established in a jurisdiction whose mandatory law sets narrower limits than this section, those limits apply instead.

18.4 We are not liable for damage arising from decisions the Customer takes on the basis of the Results or the recommendations, nor from measures the Customer implements or fails to implement. Sections 5 and 6 apply.

18.5 We are not liable for loss of data where the loss would have been avoided by the Customer making regular exports as recommended in section 16.2.

18.6 The above limitations apply equally to our legal representatives, employees and agents.

18.7 The Customer will indemnify us against claims brought by third parties, including its own employees, arising from the Customer breaching section 8, in particular from participation lacking a lawful basis or from use of the Results for decisions about individual employees.

19. Force majeure

19.1 Neither party is in breach where performance is prevented by events beyond its reasonable control, including natural events, war, labour disputes, official measures, failures of the public internet and outages at essential upstream providers.

19.2 The affected party will inform the other without undue delay. Where the event lasts longer than 30 days, either party may terminate the contract.

20. Changes to the service and to these terms

20.1 We develop the platform continuously. We may change functions where the change does not materially reduce the functional scope owed under section 3 and is reasonable for the Customer.

20.2 We will announce material changes that reduce the functional scope at least six weeks in advance. If the Customer does not accept such a change, it may terminate with effect from the date the change takes effect.

20.3 We may amend these Terms with effect for the future where this is necessary because of changes in the law, case law or the service. The Customer will be notified in text form at least six weeks before the change takes effect. The change is deemed accepted if the Customer does not object in text form before it takes effect; we will point this out expressly in the notification. If the Customer objects, either party may terminate with effect from the date the change takes effect.

21. Governing law and venue

21.1 These Terms are governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein, without regard to conflict of law principles. The UN Convention on Contracts for the International Sale of Goods does not apply.

21.2 The courts of British Columbia, Canada have jurisdiction over disputes arising from or in connection with these Terms.

21.3 Where the Customer is established in the European Union or the United Kingdom, mandatory provisions of the law of that jurisdiction that cannot be derogated from by agreement remain unaffected. This applies in particular to data protection law, which is governed by the data processing agreement.

22. Final provisions

22.1 The Customer may set off only against claims that are undisputed or have been established by a final court decision, and may exercise a right of retention only on the basis of claims arising from the same contractual relationship.

22.2 The Customer may transfer the contract to a third party only with our prior consent, which will not be unreasonably withheld.

22.3 Should individual provisions of these Terms be or become invalid, the validity of the remaining provisions is unaffected.

22.4 The English text of these Terms is authoritative.