Subscription & Billing Policy

• Scope
• Subscriptions and service packages
• Conclusion of contract
• Prices and payment terms
• Term and renewal
• Upgrade, downgrade and plan changes
• Invoicing
• Default of payment
• Termination and end of contract
• Changes to subscriptions and digital services
• Data protection
• Liability
• Final provisions

1. Scope

1.1

This Subscription & Billing Policy (“Subscription Policy”) governs the terms for the purchase, use, billing and administration of paid services, subscriptions, service packages and other chargeable offerings of Drion AI AG, Kantonsstrasse 32, 6207 Nottwil, Switzerland (hereinafter “Drion AI” or the “Provider”).

1.2

This Subscription Policy applies to all paid services provided by Drion AI AG within the digital ecosystem. These include in particular:

• subscriptions,
• premium memberships,

• service packages,
• AI-supported services including Genie,
• API and developer services,
• enterprise and organisation solutions,
• digital additional services,
• and other paid products and services of Drion AI AG.

The list is not exhaustive.

1.3

This Subscription Policy supplements the General Terms and Conditions of Drion AI AG DLA-AGB-001. To the extent this Subscription Policy does not contain any conflicting provisions, the provisions of the General Terms and Conditions apply accordingly.

1.4

To the extent individual paid services are additionally subject to the participation terms DLA- POINTS-001, DLA-TOKEN-001 or other supplementary policies of Drion AI AG, those apply in addition. In the event of conflicts, the more specific provisions of the respective service description or participation terms prevail.

1.5

Use of paid services requires a valid user account on the platforms operated by Drion AI AG as well as acceptance of this Subscription Policy and the General Terms and Conditions.

1.6

Drion AI AG continuously develops its digital ecosystem. This Subscription Policy therefore also applies to paid services, functions or services introduced in the future, unless different special terms are published for them.

1.7

This Subscription Policy does not confer any entitlement to the permanent provision of particular paid services, price structures or subscription models. Drion AI AG is entitled to further develop, adapt or discontinue its offering, taking into account the legitimate interests of users and applicable statutory provisions.

2. Subscriptions and service packages

2.1 Service offering

Within its digital ecosystem, Drion AI AG offers different service packages, which may differ in particular with regard to their scope of services, the usage rights granted, the contract term, any usage limits and available additional functions.

2.2 Service packages

Drion AI AG may offer different service packages, each with a different scope of services, usage rights, terms, usage limits or additional functions. These may include in particular:

• basic and premium subscriptions,
• AI-supported services, applications and digital assistants, including

Genie as well as further AI functions provided by Drion AI AG,

• enterprise and organisation solutions,
• API and developer access,
• add-on modules and extensions,
• credits, quotas or usage-based services,
• further digital products and services.

The list is not exhaustive.

2.3 Scope of services

The specific scope of services is determined exclusively by the service description of the respective offering that is valid at the time the contract is concluded. Promotional representations, product announcements or information in the white paper do not give rise to any contractual performance claims going beyond that.

2.4 Free offerings

Drion AI AG may provide individual services or functions free of charge. There is no entitlement to the permanent free use of particular services. Drion AI AG is entitled to change, restrict or discontinue free offerings, taking into account the legitimate interests of users.

2.5 Prerequisites for use

Use of individual service packages may in particular be made dependent on the following prerequisites:

• an active user account,
• successful payment,
• acceptance of supplementary terms of use,
• technical requirements,
• statutory or regulatory requirements,
• or further prerequisites published by Drion AI AG.

2.6 Changes to service packages

Drion AI AG continuously develops its services. Service packages may be expanded, adapted or technically further developed, taking into account the legitimate interests of users, provided there is an objective reason for doing so. Users will be informed of material changes in good time.

2.7 Availability of individual services

Not all functions or service packages need to be available at all times, in all countries or for all user groups. The provision of individual services may in particular depend on technical, legal, regulatory or economic requirements.

2.8 Supplementary terms

Supplementary contractual terms, service descriptions or service level agreements (SLA) may apply to individual service packages, enterprise offerings, API services or special functions. Where such provisions exist, they will be made available to the user before conclusion of the contract or before use of the respective service.

3. Conclusion of contract

3.1 Formation of the contract

The presentation of paid services on the platforms operated by Drion AI AG does not constitute a legally binding offer, but an invitation to the user to submit an offer to contract. The contract is concluded only upon acceptance of the offer by Drion AI AG.

3.2 Order

By completing the order or booking process, the user submits a binding offer to conclude a contract for the selected paid service. Before submitting the order, the user has the opportunity to review all information and, if necessary, to correct it.

3.3 Acceptance of the contract

Drion AI AG may accept the user’s offer in particular by

• an express confirmation,
• activation of the booked service,
• provision of access,
• or commencement of performance

The time of acceptance determines the start of the contract.

3.4 Electronic conclusion of contract

The contract may be concluded entirely electronically. Communication between Drion AI AG and the user takes place in particular via the platform, by e-mail or via other electronic communication channels provided by Drion AI AG.

3.5 Contract language

Unless expressly agreed otherwise, the contract is concluded in the language selected or provided for the user in each case. Where there are several language versions, the language version designated by Drion AI AG as authoritative is binding in case of doubt.

3.6 Prerequisites for conclusion of the contract

Conclusion of a contract requires in particular:

• an active user account,
• acceptance of the General Terms and Conditions DLA-AGB-001,
• acceptance of this Subscription & Billing Policy.
• as well as fulfilment of the respective technical, organisational and, where applicable,

statutory requirements.

3.7 Refusal to conclude a contract

Drion AI AG is entitled to refuse to conclude a contract if, in particular,

• statutory or regulatory reasons preclude it,
• incorrect or incomplete information has been provided,
• there is a suspicion of abusive use,
• prior payment or contractual breaches exist,
• or other objective reasons preclude performance of the contract.

3.8 Changes before conclusion of the contract

Drion AI AG is entitled to change or withdraw service descriptions, prices or other elements of an offering until the contract is formed. Contracts already concluded remain unaffected.

4. Prices and payment terms

4.1 Prices

The prices published at the time the contract is concluded apply to the use of paid digital services. Unless expressly stated otherwise, all prices include the taxes or levies applicable by law in each case.

4.2 Payment models

Drion AI AG may offer different payment models. These may include in particular:

• monthly or annual subscriptions,
• usage-based billing,
• credits or quotas,
• one-off payments,
• prepaid models,
• trial offerings,
• promotional or special prices,
• enterprise or individual contract models.

The list is not exhaustive.

4.3 Payment methods

The payment methods available in each case are displayed during the order process. Drion AI AG is entitled to add, restrict or remove payment methods, provided this is done taking into account the legitimate interests of users.

4.4 Due date

Unless otherwise agreed, charges are due for payment upon conclusion of the contract or at the time specified in the respective service description. For recurring services, billing takes place in accordance with the agreed billing period.

4.5 Invoicing

Invoices are generally provided in electronic form. The user agrees to the electronic transmission of invoices, to the extent permitted by law.

4.6 Price changes

Drion AI AG is entitled to adjust prices for contracts to be concluded in the future at any time. Price changes during an ongoing contractual relationship take place exclusively in accordance with this Subscription & Billing Policy, the General Terms and Conditions DLA-AGB-001 and applicable statutory provisions.

4.7 Taxes and levies

The user is responsible for fulfilling any tax obligations insofar as these are assigned to the user by law. Taxes or levies owed by law will, where required, be calculated and shown in accordance with applicable statutory provisions.

4.8 Currency conversion

Where services are offered in different currencies, billing takes place in the currency specified at the time the contract is concluded. Any exchange-rate or payment-service-provider fees are outside the control of Drion AI AG and are to be borne by the user, to the extent permitted by law.

4.9 Vouchers, discounts and promotions

Discounts, vouchers, promotions or other price advantages apply exclusively in accordance with the terms published in each case. There is no entitlement to the permanent grant of particular price advantages.

4.10 Supplementary payment terms

Supplementary payment or billing terms may apply to individual digital services, enterprise offerings or special payment models. Where such provisions exist, they will be made available to the user before conclusion of the contract or before use of the respective service.

5. Term and renewal

5.1 Start of contract

The term of a contract begins upon formation of the contract in accordance with Chapter 3 or at the time specified in the respective service description.

5.2 Term

The term is determined by the digital service agreed in each case or the service package selected. Unless otherwise agreed, the contract term published in the respective service description applies. For usage-based services, credits or quotas, supplementary provisions on term, validity or use may apply. These will be announced before conclusion of the contract or before use of the respective service.

5.3 Automatic renewal

If automatic renewal is provided for a service package or subscription, the contract renews in each case for the agreed renewal period unless it is terminated in due time. The details of the term, renewal and any notice periods follow from the respective service description.

5.4 Trial and promotional periods

Drion AI AG may provide free trial periods or time-limited promotional offerings. Unless otherwise provided in the respective offering terms, a trial or promotional period ends automatically upon expiry of the stated duration. If a trial or promotional offering converts into a paid subscription, the user will be informed of this before the start of the paid term in accordance with statutory requirements.

5.5 Fixed-term services

Time-limited digital services generally end upon expiry of the agreed term without the need for termination, unless automatic renewal has been expressly agreed.

5.6 Changes to the term

A change to the contract term or the renewal model is permitted only in accordance with this Subscription & Billing Policy, the General Terms and Conditions (DLA-AGB- 001) and applicable statutory provisions. Users will be informed of material changes in good time.

5.7 End of the term

Upon end of the contract term, the right to use the relevant paid digital service ends, unless statutory or contractual retention or surviving-effect provisions apply. This is without prejudice to content or data whose further processing or storage is required due to statutory requirements or separate agreements

6. Upgrade, downgrade and plan changes

6.1 Principle

Drion AI AG may grant users the opportunity to switch between different service packages, subscriptions or digital services. There is no entitlement to a particular plan change or to the availability of particular service packages.

6.2 Upgrade

A switch to a higher-tier service package (upgrade) is permitted in accordance with the change options offered in each case. The changed scope of services and the prices applicable thereto are determined by the terms published at the time of the plan change. Unless otherwise agreed, the upgrade takes effect upon its confirmation or at the time specified in the order process.

6.3 Downgrade

A switch to a service package with a reduced scope of services (downgrade) is permitted in accordance with the change options offered in each case. Unless otherwise agreed, the downgrade takes effect at the end of the current billing period or at the time specified for the respective plan change.

6.4 Plan changes

Plan changes may take place within the service packages offered by Drion AI AG. In particular, the scope of services, usage limits, available functions, prices, terms and other contractual conditions may change. The terms applicable in each case will be displayed to the user before completion of the plan change.

6.5 Effects on existing services

An upgrade, downgrade or plan change may affect the scope of available functions, storage, usage quotas, credits or other digital services. The user is responsible for informing themselves of the effects on their use and stored content before the plan change.

6.6 Availability of individual plans

Drion AI AG is entitled to introduce, adapt or discontinue individual service packages or plan models, taking into account the legitimate interests of users and for technical, economic, legal or regulatory reasons. There is no entitlement to the permanent availability of a particular plan.

6.7 Price changes upon plan changes

Upon an upgrade, downgrade or other plan change, the prices and contractual terms of the newly selected service package published at the time of the change apply. Payment claims of Drion AI AG that have already arisen remain unaffected.

6.8 Special provisions for organisation accounts

For organisation, team or enterprise accounts, supplementary provisions on plan changes, user licences, administrator rights or individual contractual terms may apply. Where such provisions exist, they will be made available to the contracting party before conclusion of the contract or before the plan change is carried out.

7. Invoicing

7.1 Electronic invoicing

Invoicing generally takes place in electronic form, to the extent permitted by law or unless otherwise agreed between the contracting parties. Invoices are made available to the user via the user account, by e-mail or via another electronic communication channel provided by Drion AI AG. With the user’s consent or to the extent permitted by law, invoices may be transmitted exclusively in electronic form.

7.2 Invoice content

The invoice contains the information required under the statutory provisions applicable in each case. This includes in particular information on the booked digital service, the billing period, the invoice amount, any taxes or levies incurred, and the payment method used, to the extent this is legally required or technically provided for.

7.3 Billing address

The user is obliged to keep their billing and contact details complete, accurate and up to date. Changes to the billing address or other billing-relevant information must be updated without delay in the user account or notified to Drion AI AG.

7.4 Due date

Invoices are to be settled within the payment period stated on the invoice or in the respective service description. If no payment period is stated, the invoice amount is due immediately upon receipt of the invoice.

7.5 Objections to invoices

Objections to invoices must be notified to Drion AI AG without delay, and at the latest within the periods permitted by law after receipt of the invoice, in text form. The user’s statutory rights remain unaffected.

7.6 Correction of invoices

Drion AI AG is entitled at any time to correct obvious clerical, calculation, booking or system errors and to issue correspondingly corrected invoices. This does not restrict the user’s statutory rights.

7.7 Retention of invoices

Electronic invoices may be made available to the user for retrieval in the user account for a reasonable period. The user is responsible for storing or archiving invoices themselves within the applicable statutory retention periods, to the extent this is legally required of them.

7.8 Special billing models

For enterprise customers, organisation accounts or other individual contract models, supplementary provisions on invoicing, consolidated billing or individual payment processing may be agreed. Such agreements prevail over these provisions to that extent.

8. Default of payment

8.1 Due date of payments

The user is obliged to settle due charges within the agreed payment period. The payment terms stated on the invoice, in the service description or in the individual contractual agreements are decisive.

8.2 Default of payment

If the user defaults on a due payment, the statutory provisions apply. Drion AI AG is entitled to inform the user of the default and to request settlement of the outstanding claim.

8.3 Temporary restriction of services

If the user is in default of payment of due charges, Drion AI AG is entitled, after prior notice and taking into account the user’s legitimate interests, to temporarily restrict or suspend individual paid services or functions until full settlement of the outstanding claims, to the extent permitted by law. Resumption of the affected services generally takes place after full settlement of the outstanding claims, unless statutory, contractual or technical reasons preclude this.

8.4 Re-activation

After full settlement of all outstanding claims, restricted services will generally be re-activated within a reasonable period, unless other legal or technical reasons preclude this.

8.5 Further rights of Drion AI AG

Further rights of Drion AI AG under this Subscription & Billing Policy, the General Terms and Conditions DLA-AGB-001 and applicable statutory provisions remain unaffected. These include in particular claims for default interest, damages and the right of extraordinary termination for good cause, to the extent the respective statutory or contractual requirements are met.

8.6 Chargebacks and failed payments

If payments are charged back or if direct debits, credit-card or other payment orders cannot be executed for reasons for which the user is responsible, Drion AI AG is entitled to temporarily restrict the services affected thereby until the payment process has been clarified. Any costs incurred by Drion AI AG as a result may be charged to the user to the extent permitted by law.

8.7 Instalment payments and individual

payment arrangements To the extent individual payment arrangements, instalment payments or different payment deadlines have been agreed between Drion AI AG and the user, these prevail over the provisions of this chapter.

9. Termination and end of contract

9.1 Ordinary termination

The user may terminate paid digital services in accordance with the agreed contract term and the notice periods applicable in each case. Termination may, where technically provided, take place via the user account or in another form provided by Drion AI AG.

9.2 Termination by Drion AI AG

Drion AI AG is entitled to terminate contracts for digital services observing the agreed notice periods or for good cause provided for by law. Further statutory termination rights remain unaffected.

9.3 Extraordinary termination

The right of both contracting parties to extraordinary termination for good cause remains unaffected. Good cause exists in particular if:

• the user materially breaches this Subscription & Billing Policy, the General

Terms and Conditions DLA-AGB-001 or other supplementary contractual terms,

• statutory provisions are breached repeatedly or materially,
• due charges are not settled despite a reminder, to the extent permitted by law,
• or continuation of the contractual relationship can no longer reasonably be expected of a contracting party, taking

into account all circumstances of the individual case.

9.4 Consequences of termination

Upon termination of the contract, the user’s right to use the respective paid digital service ends, unless statutory or contractual surviving-effect provisions apply. Statutory retention or documentation obligations remain unaffected.

9.5 Data after the end of the contract

After termination of the contractual relationship, access to paid functions, content or stored data may be restricted or ended. The processing and erasure of personal data is governed by the privacy policy of Drion AI AG DLA-DP-001 and applicable statutory provisions. To the extent the user has the opportunity to export their data or content before termination of the contract, responsibility for timely safeguarding of such data lies with the user.

9.6 Outstanding claims

Termination of the contractual relationship does not affect payment claims of Drion AI AG that have already arisen. Claims still outstanding remain in existence even after the end of the contract.

9.7 Effects on other services

Termination of a paid service package generally does not affect the validity of other contractual relationships existing between the user and Drion AI AG. Excepted from this are cases in which the respective digital service is a mandatory prerequisite for other services within the digital ecosystem or something else has been agreed in an individual contract.

9.8 Transitional arrangements

To the extent technically, economically and legally possible, Drion AI AG may, after termination of the contract, enable the user to access certain data or export functions for a reasonable period. There is no entitlement to a particular transitional arrangement or data migration, unless otherwise required by law.

10. Changes to subscriptions and

digital services

10.1 Further development of subscription services

Drion AI AG continuously develops its digital services, subscriptions and service packages in order to take appropriate account of technical innovations, statutory and regulatory requirements and the needs of users. This may in particular include introducing new functions, applications, integrations or service packages within the digital ecosystem of Drion AI AG, or further developing existing ones.

10.2 Changes to the scope of services

Drion AI AG is entitled to expand, adapt or restrict digital services, service packages or individual functions with effect for the future, provided there is an objective reason for doing so. An objective reason exists in particular in the case of:

• technical further development,
• introduction of new functions, applications or services,
• changes to statutory or regulatory requirements,
• security measures or prevention of abuse,
• further development of the digital ecosystem of Drion AI AG,
• economic or organisational reasons,
• other comparable objective reasons.

10.3 Changes to prices and contractual terms

Changes to prices, contract terms or other contractual conditions take place exclusively in accordance with this Subscription & Billing Policy, the General Terms and Conditions DLA-AGB-001 and applicable statutory provisions. Users will be informed of material changes in good time in an appropriate manner.

10.4 Discontinuation of individual services

Drion AI AG is entitled to discontinue individual digital services, functions or service packages or to replace them with equivalent or further developed services, provided there is an objective reason for doing so. The legitimate interests of users will be taken into account appropriately in this regard.

10.5 Discontinuation of subscription services

Should the provision of individual or all subscription services have to be permanently discontinued for technical, economic, statutory or regulatory reasons, Drion AI AG will, to the extent legally and technically possible, inform users thereof with a reasonable period of notice. Drion AI AG will endeavour to provide appropriate transitional arrangements, to the extent this is technically, economically and legally possible. There is no entitlement to particular transitional measures.

10.6 Information of users

Users will be informed in good time in an appropriate manner of material changes to the subscription services or this Subscription & Billing Policy. To the extent required by law or provided for by contract, the users’ consent will be obtained.

10.7 Continued validity of other agreements

Changes to or discontinuation of individual subscription services do not affect the validity of the General Terms and Conditions DLA-AGB-001, the privacy policy DLA-DP-001 or other supplementary policies or participation terms of Drion AI AG, unless these are expressly amended or repealed.

11. Data protection

11.1

Processing of personal data Drion AI AG processes users’ personal data exclusively within the framework of applicable data protection provisions and in accordance with the then-current privacy policy of Drion AI AG DLA-DP-001. The nature, scope, purposes, legal bases and duration of the processing of personal data follow from the privacy policy.

11.2

Processing in connection with subscription services For the provision, administration and billing of digital services, Drion AI AG processes those personal data that are required for conclusion of the contract, provision of the services, invoicing, payment processing, customer support, fulfilment of statutory and regulatory requirements, and to ensure the security, integrity and prevention of abuse of the digital ecosystem. Processing takes place exclusively for the purposes provided for this and in accordance with applicable data protection provisions and the privacy policy of Drion AI AG DLA-DP-001. To the extent users use further digital services or integrated services within the digital ecosystem of Drion AI AG, the processing of personal data required for this takes place exclusively for the provision, performance and administration of the respective services and in accordance with applicable data protection provisions and the privacy policy of Drion AI AG DLA-DP-001.

11.3 Payment service providers and external service providers

To the extent external payment service providers or other service providers are used for payment processing or for the provision of digital services, personal data are processed exclusively to the extent necessary and in compliance with applicable data protection provisions.

11.4 Data subject rights

Users’ rights, in particular to access, rectification, erasure, restriction of processing, data portability, objection and other rights provided for by law, are governed by the privacy policy of Drion AI AG and the data protection provisions applicable in each case.

11.5 Changes to the privacy policy

The privacy policy of Drion AI AG DLA-DP-001.may be updated in accordance with the provisions set out therein. The then-current version published on the platforms operated by Drion AI AG is decisive in each case.

12. Liability

12.1 Supplementary application of the General

Terms and Conditions For the liability of Drion AI AG, the liability provisions of the General Terms and Conditions DLA-AGB-001 in their then-current version apply in addition. The following provisions supplement these exclusively for digital services, subscriptions and other paid offerings under this Subscription & Billing Policy.

12.2 Availability of digital services

Drion AI AG does not warrant the uninterrupted availability of all digital services at all times. In particular, maintenance work, technical disruptions, security measures, failures of communications networks, integrated services or other circumstances outside the control of Drion AI AG may lead to temporary restrictions.

12.3 Integrated services and third-party services

To the extent digital services of Drion AI AG are based on or incorporate integrated services, applications or other third-party services, the responsibility of Drion AI AG is limited to their contractual provision and integration within the digital ecosystem, to the extent permitted by law. Drion AI AG assumes no liability for the availability, functionality or content of such third-party services or performances, insofar as these are not attributable to its area of responsibility. Mandatory statutory liability provisions remain unaffected.

12.4

Use of digital services Use of the digital services takes place exclusively in accordance with this Subscription & Billing Policy and the General Terms and Conditions (DLA-AGB- 001) Drion AI AG is not liable for disadvantages arising from users not using available functions, services or usage options, or not using them in good time.

12.5 Changes and further development

Drion AI AG is not liable for disadvantages arising from the further development, adaptation or discontinuation of digital services, to the extent these measures are required for technical, economic, legal or regulatory reasons and take place taking into account the legitimate interests of users.

12.6 User’s data responsibility

The user is responsible for safeguarding their data, to the extent corresponding export, download or backup functions are available to them for this purpose. Drion AI AG is not liable for data loss resulting from the user having omitted backup measures that could reasonably be expected of them.

12.7 Statutory liability

The liability of Drion AI AG for intent and gross negligence, as well as under mandatory statutory provisions, in particular in the event of injury to life, body or health or under mandatory product liability law, remains unaffected.

13. Final provisions

13.1 Supplementary application of the General

Terms and Conditions To the extent this Subscription & Billing Policy does not contain any conflicting provisions, the General Terms and Conditions of Drion AI AG DLA-AGB-001in their then-current version apply in addition.

13.2 Applicable law

All legal relationships in connection with this Subscription & Billing Policy are governed by the substantive law of Switzerland, excluding conflict-of-laws rules and the United Nations Convention on Contracts for the International Sale of Goods (CISG). Mandatory statutory consumer protection provisions of the state in which the user has their habitual residence remain unaffected.

13.3 Place of jurisdiction

To the extent permitted by law, the exclusive place of jurisdiction for all disputes arising from or in connection with this Subscription & Billing Policy is the registered office of Drion AI AG. Mandatory statutory places of jurisdiction and mandatory consumer protection provisions remain unaffected.

13.4 Severability

Should individual provisions of this Subscription & Billing Policy be or become wholly or partially invalid, unenforceable or void, the validity of the remaining provisions remains unaffected. The invalid or unenforceable provision shall be replaced by the legally permissible provision that most closely approximates the economic purpose of the invalid or unenforceable provision. The same applies to any gaps in the provisions.

13.5 Changes to this Subscription & Billing Policy

Changes to this Subscription & Billing Policy take place exclusively for objective reasons, taking into account the legitimate interests of users and the statutory provisions applicable in each case. Users will be informed of material changes in good time in an appropriate manner.

13.6 Entry into force

This Subscription & Billing Policy enters into force upon its publication on Neos7.io or on the platforms operated by Drion AI AG. It applies to all contracts for digital services from the time of its entry into force.

13.7 Document management

This Subscription & Billing Policy is maintained by Drion AI AG under the document identifier DLA-SUB-001. The version published on the platforms operated by Drion AI AG and marked as valid is decisive in each case. Changes and versioning take place in accordance with the internal documentation and approval processes of Drion AI AG.