1. Scope

1.1 These Terms of Use (hereinafter referredto as either «Terms of Use» or «GTC») govern the contractualrelationship between ThreadWork AG, Lucerne («ThreadWork» or «Provider»),and the companies, organisations or other legal entities that use the platform(«Customer»).

1.2 ThreadWork operates a cloud-basedsoftware-as-a-service platform («Platform») for the automated handling oflocation reviews for the hospitality industry. The Platform comprises the webapplication (thread.work) as well as any mobile applications («Mobile App»)provided as free companion products to the web platform.

1.3 The Mobile App enables the Customer'soperational staff to access selected platform functions on the go. It can beused solely in connection with an existing subscription, does not constitute astandalone product and offers no option for account creation, self-signup orthe management of subscriptions and payments. These functions are availableexclusively via the web platform.

1.4 The Platform is intended exclusively forcompanies and organisations (B2B).

1.5 Deviating terms and conditions of theCustomer apply only if ThreadWork expressly agrees to them in writing – evenwhere ThreadWork renders its services without reservation while aware ofconflicting terms.

2. Conclusion ofContract

2.1 The presentation of the Platform onThreadWork's website does not constitute a binding offer, but rather aninvitation to submit an offer.

2.2 The contract is concluded upon theCustomer's registration on the web platform and acceptance of these GTC.

2.3 Access to the Mobile App requires anexisting user account and an active subscription. Logging in does not establisha separate contractual relationship.

2.4 For enterprise customers, the contractmay be concluded by individual agreement (e.g. master agreement, SLA).Individual agreements take precedence over these GTC.

3. Free Trial Period

3.1 ThreadWork may grant the Customer a freetrial period of up to 30 days. The trial period is available once per company.

3.2 During the trial period, the corefunctions are available in a reduced scope. The exact scope is communicatedupon activation.

3.3 Upon expiry of the trial period, accessis automatically deactivated unless the Customer has previously taken out apaid subscription. No automatic conversion takes place.

4. Scope of Services

4.1 Web Platform

The web platform includes in particular:

–      Central inbox for reviews from third-partyportals

–      AI-assisted, brand-compliant replysuggestions with individual tone-of-voice configuration

–      Automated workflows for approval processes

–      Cross-location reporting and analytics

–      Role and permission management for teams

–      Subscription and payment management

4.2 Mobile App(Companion)

The Mobile App provides the followingfunctions:

–      Mobile access to the central inbox

–      Review and approval of AI-generated replysuggestions

–      Access to reports and location overviews

–      Display of the current subscription status,usage data and billing history (view only)

The limitations of the Mobile App (noconclusion, modification or termination of subscriptions, no payment functions,no self-signup) are set out in Clause 1.3.

If an action in the Mobile App requires asubscription change, the user is referred to the web platform via anotification dialog.

ThreadWork may further develop, expand ormodify the scope of functions of the Platform and the Mobile App at any time.ThreadWork will notify the Customer in advance, with reasonable notice, of anymaterial restrictions to the assured scope of functions.

4.3 Beta and PreviewFeatures

ThreadWork may provide individual functionsas a beta or preview version. Such functions are marked as beta, are providedwithout warranty and may be changed, restricted or discontinued at any timewithout giving rise to any claims by the Customer. The target availabilityunder Clause 8.1 does not apply to beta functions.

5. Subscription andPrices

5.1 Use of the Platform is based on a paidsubscription. Billing is per location and per month. The current prices arepublished on the web platform or, for enterprise customers, agreed between theparties.

5.2 All prices are stated in Swiss francs(CHF) and include any applicable statutory taxes and duties.

5.3 The conclusion, modification andtermination of subscriptions are carried out exclusively via the web platform.

5.4 ThreadWork reserves the right to adjustprices with at least 60 days' prior notice. Price adjustments take effect fromthe next billing period. The Customer has an extraordinary right of terminationas of the end of the current billing period.

6. Payment Terms

6.1 Invoicing takes place monthly in advance.Payment is made exclusively via the web platform (currently: credit card viaStripe, Twint, invoice).

6.2 Payments via app store systems (Apple,Google) do not take place.

6.3 Invoices are due within 30 days of theinvoice date, unless otherwise agreed.

6.4 In the event of default in payment,ThreadWork may charge default interest of 5% p.a. and, following a reminderwith a reasonable grace period, suspend access to the Platform (including theMobile App). Suspension does not release the Customer from the obligation topay.

6.5 Fees already paid are generallynon-refundable. A pro rata refund of the fees paid for the current billingperiod is made solely (a) in the event of premature termination of the contractfor which ThreadWork is responsible, (b) in the event of a substantialunavailability of the Platform for which ThreadWork is responsible and whichlasts uninterruptedly for more than 72 hours, and (c) in the event of anextraordinary termination by the Customer for good cause for which ThreadWorkis responsible. Transaction and payment service provider fees arenon-refundable. Mandatory statutory rights to reduction and rescission remainunaffected.

7. Contract Term andTermination

7.1 The subscription runs for an indefiniteterm and is automatically renewed by one month at a time unless terminated.

7.2 Termination is effected via the webplatform or in writing (email is sufficient) with 30 days' notice as of the endof the current billing period.

7.3 The right to extraordinary terminationfor good cause remains reserved. Good cause exists in particular in the eventof:

–      a material breach of contract despite areminder with a reasonable grace period

–      the opening or rejection of insolvencyproceedings

–      a breach of these Terms of Use (inparticular Clause 10)

7.4 Upon termination of the contract, accessis deactivated. The Customer may export its data via the web platform within 30days. Thereafter, the data is deleted unless statutory retention obligationspreclude this.

8. Availability andSupport

8.1 ThreadWork targets platform availabilityof 99.5% on an annual average (excluding scheduled maintenance and forcemajeure). This is a target figure, not a guarantee.

8.2 Scheduled maintenance work takes placeduring off-peak hours where possible. The Customer is notified at least 24hours in advance.

8.3 Support is provided by email(support@thread.work), Monday to Friday, 09:00–17:00 CET (excluding publicholidays). Enterprise customers may individually agree on extended supportservices.

8.4 Excluded from the target availabilityunder Clause 8.1 are, in particular, periods of downtime caused by or connectedwith the following events:

–      scheduled or unscheduled maintenance work,system updates and security patches

–      problems on the Customer's side, includingfailures in its systems, end devices, network, faulty configurations orinsufficient internet connectivity

–      outages, changes, discontinuations orrestrictions at third-party providers, in particular review portals, paymentservice providers, cloud infrastructure and hosting providers as well astelecommunications and power suppliers

–      force majeure events pursuant to Clause12.6

9. Data Protection

9.1 ThreadWork processes personal data inaccordance with the Swiss Data Protection Act (FADP) and, where applicable, theGDPR. Details are set out in the privacy policy at thread.work/privacy.

9.2 The Platform is hosted in Switzerland orthe EEA. Any transfer of data to third countries takes place only where anadequate level of data protection is ensured (e.g. adequacy decision, standardcontractual clauses).

9.3 Where ThreadWork processes personal dataon behalf of the Customer, the parties conclude a separate data processingagreement (DPA).

9.4 The Mobile App collects onlyoperationally necessary data. No tracking for advertising purposes or sharingof data with third parties for marketing purposes takes place.

10. Customer'sObligations

10.1 The Customer is responsible for theaccuracy of its registration data and the confidentiality of its accesscredentials, and is liable for all activities carried out under its account.

10.2 The Customer ensures that the use of thePlatform by its employees complies with these GTC and applicable laws.

10.3 The Customer is prohibited, inparticular, from:

–      using the Platform for unlawful or abusivepurposes

–      posting unlawful or immoral content

–      manipulating, decompiling orreverse-engineering the Platform or Mobile App

–      passing on access credentials tounauthorised third parties or sharing accounts

–      carrying out automated bulk queries orscraping

10.4 The Platform processes reviews and datafrom third-party portals and depends on their interfaces (APIs). The Customeris solely responsible for setting up and maintaining the required accounts,access and authorisations with these third-party providers, as well as forcomplying with their terms.

10.5 The Customer shall indemnify ThreadWorkand its officers, employees, representatives and subcontractors against allthird-party claims arising from or in connection with a breach of duty forwhich the Customer is responsible, in particular in respect of (a) contentposted by the Customer or processed via its account, (b) an infringement ofthird-party rights by the Customer, (c) the Customer's non-compliance withthese GTC or applicable laws, and (d) disputes between the Customer and itsguests, employees or business partners. The indemnification obligation does notapply where the claim is attributable to a culpable breach of duty for whichThreadWork is responsible, and it survives the termination of the contract.

10.6 TheCustomer permits ThreadWork to use its name and logo for reference purposes onthe website and in marketing materials. The Customer may revoke this permissionin writing at any time.

11. IntellectualProperty

11.1 All rights to the Platform, Mobile App,software, algorithms, design, trademarks and documentation belong to ThreadWorkor its licensors. The Customer receives a non-exclusive, non-transferable,revocable right of use for the term of the contract.

11.2 Content entered by the Customer remainsits property. The Customer grants ThreadWork the rights of use necessary forthe provision of the services.

11.3 ThreadWork may use anonymised andaggregated usage data for the further development of the Platform and forstatistical purposes.

12. Warranty andLiability

12.1 ThreadWork warrants that the Platformfulfils the essential functions specified in the product description.The Platform is provided «as is». Further warranties, in particular regardingfitness for a particular purpose, are excluded.

12.2 AI-generated reply suggestions serve asan aid, not as binding recommendations. ThreadWork is not liable for theaccuracy, completeness or appropriateness of the generated content. TheCustomer bears responsibility for approval and publication.

12.3 ThreadWork is liable without limitationin cases of intent and gross negligence, fraudulent misrepresentation, fordamage arising from injury to life, body or health, and under mandatory productliability law. In cases of slight negligence, ThreadWork is liable only for thebreach of essential contractual obligations (cardinal obligations), thefulfilment of which is a prerequisite for the proper performance of thecontract and on whose observance the Customer may regularly rely; in suchcases, liability is limited to the foreseeable damage typical for this type ofcontract and, in amount, to the remuneration paid by the Customer in thepreceding 12 months. In all other respects, liability for slight negligence isexcluded.

12.4 ThreadWork is not liable for indirectdamage, consequential damage, lost profit or data loss, to the extent permittedby law.

12.5 ThreadWork assumes no warranty for theavailability, completeness, accuracy or functionality of third-party servicesand their interfaces. Third-party providers may change, restrict or discontinuetheir services, interfaces or terms at any time, which may lead to loss offunctionality or disruptions on the Platform. ThreadWork is not liable – to theextent permitted by law – for damage arising from faulty, interrupted ordiscontinued third-party connections.

12.6 ThreadWork is released from itsperformance obligations for the duration of a force majeure event and for areasonable recovery period. Delays or outages resulting therefrom do notconstitute a breach of contract. Force majeure means events beyond ThreadWork'sreasonable control, in particular natural disasters, wars, terrorist attacks,embargoes and sanctions, strikes, pandemics and epidemics, failures oftelecommunications, internet or power supply networks, cyber attacks, as wellas outages or restrictions of third-party services, in particular the cloudinfrastructure, hosting and payment service providers used.

13. Confidentiality

13.1 Both parties undertake to treat asconfidential any information of the other party that becomes known to them inthe course of the contractual relationship, and to use it solely for thepurposes of the contractual relationship.

13.2 The confidentiality obligation does notapply to information that (a) was already publicly known or becomes publicwithout fault, (b) was already known to the receiving party, (c) is disclosedby third parties without any confidentiality obligation, or (d) must bedisclosed due to a statutory obligation.

13.3 The confidentiality obligation appliesfor the term of the contract and for two years thereafter.

14. Amendment of the GTC

14.1 ThreadWork may amend these GTC at anytime. Amendments are communicated to the Customer at least 30 days before theytake effect, by email or via the Platform.

14.2 If the Customer does not object within30 days of notification, the amended GTC are deemed approved. ThreadWork drawsattention to this legal consequence in the notification.

14.3 In the event of a timely objection, bothparties have an extraordinary right of termination as of the planned effectivedate of the amendments.

15. Subcontractors

15.1 ThreadWork may engage subcontractors (inparticular cloud and payment service providers) for the provision of itsservices.

15.2 ThreadWork ensures compliance with dataprotection requirements through corresponding contractual agreements with subcontractors.

16. EnterpriseProvisions

16.1 For enterprise customers, deviatingconditions may be agreed, in particular regarding:

–      individual pricing and billing models

–      setup fees for onboarding and configuration

–      extended SLAs with defined response andresolution times

–      a dedicated account manager and prioritisedsupport

–      individual integrations and customisations

16.2 Enterprise agreements are documented ina separate contract, which takes precedence over these GTC.

17. Final Provisions

17.1 Swiss substantive law appliesexclusively, to the exclusion of conflict-of-law rules and the UN Convention onContracts for the International Sale of Goods (CISG).

17.2 The exclusive place of jurisdiction isLucerne, Switzerland. Mandatory statutory places of jurisdiction remainreserved.

17.3 Should individual provisions of theseGTC be or become wholly or partially invalid or unenforceable, the validity ofthe remaining provisions shall not be affected thereby. The invalid provisionshall be replaced by the valid arrangement that comes closest to its economicpurpose.

17.4 Assignments require the prior writtenconsent of the other party. ThreadWork may transfer the contract without theCustomer's consent in the context of a business transfer or restructuring.

17.5 There are no verbal side agreements.Amendments and additions must be made in writing.

17.6 The German version of the Terms of Useshall prevail.

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