General Terms and Conditions (GTC)

§ 1 Contracting party and scope

(1) The Provider is Snatch Co. AG, Bahnhofstrasse 34, 2502 Biel/Bienne, Switzerland.

(2) These GTC apply to all current and future business relationships between the Provider and its business customers in Switzerland, Germany, Austria and other countries.

(3) The services are aimed exclusively at companies, self-employed persons, freelancers and other persons or organisations acting in the course of their professional or commercial activity (B2B).

(4) Deviating or supplementary terms of the Customer do not apply unless expressly accepted by the Provider in text form.

(5) The version of these GTC agreed at the time the contract is concluded forms part of the contract.

(6) Supplementary product-specific terms may apply to individual products. They take precedence over the general provisions to the extent they expressly provide for different rules.

§ 2 Conclusion of contract and offer binding

(1) The presentation of products, prices and services on the website does not generally constitute a legally binding offer, but an invitation to submit an offer.

(2) A contract is formed by acceptance of an offer, a written or electronic order confirmation, an online order expressly designated as binding, or any other matching declaration of intent by the parties.

(3) Electronic signing of offers and contracts is permitted insofar as statutory formal requirements are met.

(4) The Provider may reject contractual offers before acceptance without stating reasons.

(5) The specific scope of services, contract term, remuneration and any additional services follow from the relevant offer or individual agreement.

(6) Where several products are booked at the same time, the respective product-specific terms and service conditions apply independently of each other unless expressly agreed otherwise.

§ 3 Subject matter and description of services

3.1 General services

(1) The Provider provides services to improve and analyse the digital visibility of companies in AI-supported information, search and recommendation systems.

This includes in particular: - AI visibility analyses and performance measurement - Creation of structured AI Feeds and topic pages - Optimisation and further development of existing Feed content - Technical provision and hosting of AI Feeds - Provision of analysis dashboards - Paid Premium listings in the HEYLEAD AI Directory - Free Light listings in the HEYLEAD AI Directory - Listings in external company and industry directories - Consulting, onboarding and integration services - Other services expressly agreed in the offer

3.2 Independence of products

(2) HEYLEAD offers in particular the following independent products: a) AI Feed: creation, technical provision and, where applicable, ongoing optimisation of structured company content to improve AI visibility. b) AI Directory Premium: paid company listing in the HEYLEAD AI Directory with an extended scope of services. c) AI Directory Light: free basic listing in the HEYLEAD AI Directory with reduced functionality. d) AI visibility measurement: analysis and evaluation of a company’s visibility in AI-supported information and recommendation systems.

(3) Products may be booked individually or in combination.

(4) Purchasing one product does not create an automatic entitlement to services of another product unless expressly included in the relevant offer.

3.3 AI Feed

(5) The AI Feed consists of structured, topic-related digital content providing information about the company, its services, products, locations and other business-relevant topics.

(6) The number of topic pages created depends on the booked package. The Provider offers packages with 100, 200 or 400 topic pages in particular. Different volumes may be agreed individually.

(7) Content and geographic focus are based on the services offered, catchment area, company information and other relevant criteria.

(8) The Provider determines the concrete structure and thematic distribution of pages according to professional and technical criteria, taking into account the agreed scope of services.

(9) Subsequent expansion of the AI Feed with additional topic pages, services or regions may take place as an upgrade or under an individual agreement.

3.4 Technical provision

(10) The AI Feed is generally operated on the Provider’s technical infrastructure or that of a hosting provider commissioned by it.

(11) Provision may take place via a subdomain or a URL path on the customer’s domain, for example: www.customer.ch/feeds

(12) Technical integration follows the possibilities and requirements of the existing customer website.

(13) The customer’s existing website is generally not replaced or fully rebuilt. Necessary technical adjustments are normally limited to domain configuration, redirects, proxy connections and linking.

3.5 Ongoing optimisation and measurement

(14) During the agreed active service period, the Provider performs the optimisation, measurement and support services included in the relevant package.

(15) Where provided in the offer, AI visibility measurements and Feed optimisations generally take place on a weekly basis.

(16) The Provider may further develop the technical implementation, measurement methodology and systems used, provided the agreed purpose of the service is essentially preserved.

3.6 No success guarantee

(17) The Provider owes the proper performance of the agreed services, but not a specific commercial result.

(18) In particular, no guaranteed rankings, AI recommendations, visibility scores, visitor numbers, customer enquiries, contracts or revenue are assured.

(19) Statements about possible results, expected enquiry volumes or typical developments are non-binding forecasts unless expressly agreed as a binding performance commitment.

(20) The Provider has no direct influence on the algorithms, recommendations or decisions of external AI systems, search engines and platform operators.

§ 4 Usage rights and ownership of Feed content

4.1 Rights in individually created content

(1) After full payment of the remuneration agreed for creating the AI Feed, the Customer receives a temporally and geographically unlimited, transferable and irrevocable right to use the Feed content created individually for the Customer, insofar as the Provider is entitled to grant those rights.

(2) This usage right includes in particular the use, reproduction, publication, editing, further development and transfer of the content to other technical systems or hosting providers.

(3) The Customer may continue to use fully paid Feed content after the end of the business relationship with the Provider.

(4) The grant of these rights is subject to conflicting third-party rights and mandatory statutory provisions.

4.2 Technical infrastructure

(5) All rights in the HEYLEAD.ai platform, its software, algorithms, automations, technical systems, internal databases, brands and non-customer-specific templates remain with the Provider or the respective rights holders.

(6) Granting usage rights in Feed content does not create any entitlement to disclosure of software source code, internal systems, algorithms or technical trade secrets.

4.3 Export and portability

(7) After full payment of the agreed creation fee, the Customer may request an export of its individual Feed content.

(8) The Provider provides the content in a commonly used digital format, for example as structured HTML files or another suitable machine-readable format.

(9) The export covers the individually created content and the transferable content components required for further use. Proprietary software components and the Provider’s internal technical systems are not included.

(10) There is no entitlement to free technical migration or setup with a third-party provider unless such a service was expressly agreed.

§ 5 Customer cooperation and technical integration

(1) The Customer provides the Provider with all information required for performance of the services, completely and truthfully.

(2) This includes in particular company information, services, locations, contact details, relevant specialist information and required technical details.

(3) The Customer ensures that the information and materials provided may be used and do not infringe third-party rights.

5.1 Technical access

(4) Integration of the AI Feed may in particular require the following access or permissions: a) Access to domain or DNS administration. b) Access to the content management system or technical administration of the customer website.

(5) The Customer may have the required technical changes performed either by the Provider or by its own IT service provider.

(6) The Provider may provide the Customer or its IT service provider with concrete technical instructions.

(7) With corresponding authorisation from the Customer, the Provider may communicate directly with the Customer’s webmaster, hosting provider or IT service provider and coordinate the agreed technical adjustments.

(8) The Provider uses access credentials solely within the scope of the authorisation granted and the agreed services. Access credentials must be adequately protected.

5.2 Approvals

(9) The Customer must provide requested information and necessary approvals within a reasonable period.

(10) The Customer remains responsible for the factual accuracy of its company information. The Provider remains responsible for creating and processing the content in accordance with the contract.

(11) Delays due to missing information, access or approvals may result in a corresponding postponement of the affected services.

5.3 Effects on the customer website

(12) Technical integration is generally carried out so as to impair the existing website as little as possible.

(13) The Provider does not, however, guarantee that technical adjustments will in all circumstances have no effect on performance, SEO, availability or existing functions.

(14) Liability for damage due to culpable breaches of duty is governed by the liability provisions of these GTC and mandatory statutory law.

§ 6 Prices, payment and invoicing

(1) Prices follow from the relevant offer, order confirmation or agreed tariffs.

(2) For customers established in Switzerland, invoices are generally issued in Swiss francs (CHF).

(3) For customers established in Germany, Austria and the rest of the EU, invoices are generally issued in euro (EUR).

(4) All prices are exclusive of statutory VAT or sales tax unless expressly stated otherwise.

(5) For cross-border B2B services, reverse charge may apply where the statutory requirements are met.

(6) Payment methods, intervals and deadlines follow from the offer or invoice.

(7) Where advance payment is agreed, the corresponding remuneration is due at the agreed time.

(8) In the event of default, the Provider may charge statutory default interest and reasonable collection costs.

(9) After an unsuccessful reminder and a reasonable grace period, the Provider may temporarily suspend the affected services or terminate the contract for cause where legally permitted.

(10) Payment claims that have already arisen remain unaffected by a justified suspension of services or termination.

(11) Where a price for a given service is stated in both CHF and EUR, these are independent market prices. Automatic conversion at current exchange rates does not apply.

§ 7 Contract term, renewal and termination

7.1 Contract term of the AI Feed

(1) The contract term of the AI Feed follows from the individual offer or order confirmation.

(2) Where so agreed in the offer, the initial active service period is six months.

(3) The start and end of the contract term follow the agreed contract start or the conditions set out in the offer.

7.2 Renewal

(4) Renewal of active services follows the expressly agreed renewal and termination provisions.

(5) If no effective automatic renewal has been agreed, the active service period ends when the agreed contract term expires, without a separate notice of termination being required.

(6) The parties may agree at any time to renew or expand the services.

7.3 End of active Feed services

(7) When the active service period ends and no renewal has been agreed, the following services end in particular: - Regular AI visibility measurements - Ongoing Feed optimisations - Creation of additional topic pages - New performance reports - Active strategic further development - Other services agreed solely for the active service period

(8) Existing, fully paid Feed content remains available to the Customer within the usage rights granted.

7.4 Free post-hosting of the AI Feed

(9) After orderly expiry of the active contract term, the Provider provides free post-hosting for fully paid AI Feeds for a further twelve months.

(10) The twelve-month period begins on the day after the end of the paid active service period.

(11) For an active contract term of six months, the total free hosting period is therefore generally 18 months, provided the Feed is made available during the active contract term.

(12) During the twelve-month post-hosting period, existing Feed content generally remains reachable via the agreed technical connection.

(13) Free post-hosting covers solely the technical provision of the existing content and the technical measures required to maintain that provision.

(14) Active optimisation, expansion or ongoing AI visibility measurement is not included during this period.

7.5 Hosting after the free period

(15) After the free post-hosting ends, the Customer may optionally continue hosting for a fee.

Annual hosting fees are: - Switzerland: CHF 120 per year - Germany, Austria and the rest of the EU: EUR 120 per year

All prices are exclusive of statutory taxes.

(16) The Provider informs the Customer at least 30 days before the free hosting period ends about the option of paid continuation.

(17) Paid hosting renewal takes place only with the Customer’s express consent.

(18) Without a corresponding agreement, there is no entitlement to further provision of the AI Feed by the Provider after the free hosting period ends.

7.6 Deactivation and data export

(19) If the Customer decides against paid hosting renewal, the Provider may deactivate the AI Feed after the free hosting period ends.

(20) The Provider informs the Customer at least 30 days before the planned deactivation and enables export of the Customer’s fully paid Feed content within that period.

(21) Deactivation of hosting does not affect the permanent usage rights granted to the Customer in fully paid Feed content.

7.7 Extraordinary termination

(22) The right of either party to terminate for cause remains reserved.

(23) Cause may exist in particular in the event of material breaches of contract, repeated payment default or unlawful use.

(24) In the event of justified early termination by the Provider due to a material breach by the Customer, the entitlement to free post-hosting lapses unless mandatory law or an individual agreement provides otherwise.

(25) Usage rights already effectively granted and fully paid remain in place even in the event of early termination.

§ 8 Hosting and technical availability

(1) The Provider operates AI Feeds on its own or leased technical infrastructure.

(2) Hosting during the active contract term forms part of the agreed AI Feed package unless the offer provides otherwise.

(3) Hosting includes in particular the technical provision and delivery of the agreed Feed content.

(4) Continuous and uninterrupted availability is not guaranteed.

(5) Maintenance, technical faults, third-party outages and events of force majeure may cause temporary restrictions.

(6) The Provider endeavours to maintain reasonable availability and to remedy technical faults within a reasonable time.

(7) The Provider may change hosting providers, server locations and technical components provided the agreed purpose of the service is preserved and applicable data protection rules are observed.

(8) Changes to the Customer’s domain, DNS configuration, website or hosting environment may affect the reachability of the AI Feed.

(9) The Customer must inform the Provider of planned technical changes insofar as they may impair the agreed integration.

(10) Free post-hosting and a separately agreed hosting package do not include ongoing content optimisations, AI measurements or strategic consulting unless expressly agreed in addition.

§ 9 AI measurements, dashboard and performance tracking

9.1 AI visibility measurements

(1) During the active service period, the Provider may grant the Customer access to AI visibility measurements and related evaluations.

(2) Measurements are based on selected questions, search intents and other relevant criteria.

(3) The concrete number of measurement questions, measurement frequency and scope of evaluations follow the agreed package.

(4) Where agreed, measurements generally take place weekly.

(5) Results are snapshots or methodically determined developments. Due to the dynamic operation of external AI systems, results may fluctuate.

9.2 Dashboard

(6) During the active service period, the Customer receives access to the agreed analysis and reporting functions.

(7) The dashboard may in particular include information on visibility indices, mentions, recommendations, topic coverage and developments over time.

(8) The Provider may further develop the presentation and methodology of evaluations provided the agreed purpose of the service is essentially preserved.

9.3 Dashboard after end of contract

(9) After orderly expiry of the active service period, existing historical evaluation data generally remain viewable for a further twelve months via restricted dashboard access.

(10) During this period, no new measurements are performed without an additional agreement.

(11) After twelve months, the Provider may deactivate dashboard access and delete the relevant data subject to statutory retention duties and data protection requirements.

(12) During the access period, the Customer may request an export of its available historical evaluation data in a commonly used format.

§ 10 AI Directory – Premium and Light

10.1 Product description

(1) The Provider operates under HEYLEAD.ai a digital company directory providing structured information about companies, services, products, locations and other business-relevant details.

(2) The purpose of the directory is the structured provision of company information to support digital findability and visibility in search engines and AI-supported information systems.

10.2 Product variants

(3) The AI Directory is offered in particular in the following variants: a) AI Directory Premium: paid directory listing with extended functions and services according to the relevant product description. b) AI Directory Light: free basic listing with reduced functionality.

(4) The concrete functions, features, content volumes and usage options follow the product description agreed at contract conclusion.

(5) The Provider may further develop, change or restrict the functions and presentation of the free Light version.

10.3 Minimum Premium term

(6) The minimum contract term for paid AI Directory Premium is twelve months unless otherwise agreed in the individual offer.

(7) The start of the contract term follows from the offer or order confirmation.

(8) The agreed remuneration is owed for the entire minimum term, subject to statutory or contractual rights of early termination.

10.4 Remuneration

(9) Remuneration for AI Directory Premium follows from the relevant offer or the price list agreed at contract conclusion.

(10) Invoices for Swiss customers are generally issued in CHF and for customers in Germany, Austria and the rest of the EU generally in EUR.

(11) Payment terms follow the relevant offer.

10.5 Renewal

(12) Renewal of paid Premium services follows the renewal and termination conditions expressly agreed in the offer.

(13) If no effective automatic renewal has been agreed, the paid Premium term ends automatically after the agreed twelve months.

(14) Renewed paid Premium use may take place through a corresponding renewal agreement.

10.6 Automatic downgrade to Light

(15) After the paid Premium term ends, the Customer’s directory listing is automatically downgraded to the free Light version unless a paid renewal has been agreed.

(16) With the downgrade, functions and services included only in the Premium package cease.

(17) The Provider may reduce the scope of published information to the functions and content volumes of the Light version.

(18) The automatic switch to the Light version does not create additional costs for the Customer.

10.7 Continuation of the Light listing

(19) After the downgrade, the directory listing generally remains free of charge and without a fixed term.

(20) There is no entitlement to permanent publication. The Provider may further develop, change or discontinue the free Light version, provided statutory requirements are observed.

(21) The Customer may request removal of its directory listing insofar as no statutory or contractual reasons prevent this.

10.8 Updating and removal

(22) The Provider may correct, update, deactivate or remove directory listings, in particular if: - Company information is demonstrably incorrect or outdated - The company no longer exists - Third-party rights are infringed - Legal or technical reasons so require - The listing violates applicable quality guidelines

10.9 No visibility guarantee

(23) The Provider does not guarantee any particular placement, indexing, number of AI recommendations, customer enquiries or commercial results.

(24) Visibility of the directory listing in external AI systems and search engines depends on factors outside the Provider’s immediate control.

10.10 Relationship to the AI Feed

(25) AI Directory Premium is an independent product and does not create any entitlement to the creation or hosting of an AI Feed.

(26) Purchasing an AI Feed does not create an automatic entitlement to the paid Premium functions of the AI Directory unless expressly included in the relevant offer.

(27) The respective contract terms and service conditions apply independently of each other.

§ 11 External directories and platforms

(1) Where contractually agreed, the Provider may publish company information on external platforms, industry directories, company databases or other digital services, or arrange corresponding listings.

(2) Suitable platforms are selected taking into account industry, geographic focus and other relevant criteria.

(3) The Provider may engage suitable technical service providers to create and manage such listings.

(4) Publication on external platforms is subject to the respective platform operators’ terms of use and quality guidelines.

(5) The Provider cannot guarantee permanent publication, a particular placement, indexing or visibility on external platforms.

(6) Already published external listings may remain after the end of the contract if the respective platform operators allow this.

(7) Ongoing updating, monitoring or management of such listings takes place only insofar as this forms part of the agreed package.

(8) Where external platforms charge their own fees, these are charged to the Customer only if expressly agreed in advance.

§ 12 Intellectual property

(1) All rights in the HEYLEAD.ai platform, software, brands, technical systems, algorithms, automations, internal databases and non-customer-specific templates remain with the Provider or the respective rights holders.

(2) Content, brands, images, texts and other materials provided by the Customer remain with the Customer or the respective rights holders.

(3) The Customer grants the Provider the usage rights in the materials provided that are required to perform the contract. Where necessary, these also include publication of the information in the AI Feed, in the HEYLEAD Directory and on contractually agreed external platforms.

(4) For Feed content created individually for the Customer and fully paid, the Customer receives the comprehensive usage rights set out in § 4.

(5) The Provider remains entitled to reuse general methods, technical procedures, non-customer-specific templates and acquired know-how for other projects.

(6) Confidential information, trade secrets and protected rights of the Customer remain unaffected.

(7) Granting usage rights in Feed content does not include rights in the Provider’s underlying software or hosting infrastructure.

(8) Where individual AI-generated content does not enjoy independent copyright protection under applicable law, this agreement does not create such protection. The contractually granted usage permissions remain unaffected.

§ 13 Data protection and data security

(1) Personal data are processed in accordance with applicable data protection laws, in particular the Swiss Federal Act on Data Protection (FADP) and, where applicable, the EU General Data Protection Regulation (GDPR).

(2) Details of the processing of personal data are set out in the Provider’s privacy notice.

(3) Where the Provider processes personal data on behalf of the Customer, the parties conclude a data processing agreement (DPA) where legally required.

(4) The Provider may engage suitable technical service providers and subprocessors to perform the services, provided the statutory requirements are met.

(5) The Provider takes appropriate technical and organisational measures to protect personal data against unauthorised access, loss, manipulation and unauthorised disclosure.

(6) The Customer remains responsible for the lawfulness of the personal data it provides and their transmission to the Provider.

(7) After the end of the contract, personal data are deleted or retained in accordance with applicable statutory provisions, contractual agreements and defined retention periods.

(8) Where the Customer causes personal data to be published in the AI Directory or on external platforms, the Customer is responsible for ensuring that the required legal basis exists.

§ 14 Liability

(1) The Provider is liable for damage arising from breaches of contract in accordance with applicable statutory provisions and the following rules.

(2) To the extent permitted by law, liability for slight negligence is excluded. Where such exclusion is not permitted or is ineffective, liability remains to the extent required by law.

(3) Liability for intentionally or grossly negligently caused damage, and for damage whose liability may not be excluded or limited by law, remains unaffected.

(4) To the extent permitted by law, liability for indirect damage, lost profit, missed business opportunities and consequential damage is excluded.

(5) The Provider assumes no liability for missing rankings, recommendations, customer enquiries, contracts or revenue where the agreed services were performed in accordance with the contract.

(6) For faults, changes or decisions of external AI systems, search engines, hosting providers and other third-party platforms, the Provider is liable only insofar as it is responsible for them under statutory law.

(7) AI-generated content and automated evaluations may be incorrect, incomplete or outdated. The Provider performs the contractually owed quality checks. The Customer must reasonably review business-critical information submitted for approval.

(8) Liability for damage due to incorrect, incomplete or unlawful customer information follows the respective responsibility of the parties.

(9) Liability for temporary technical restrictions of the AI Feed or AI Directory follows statutory provisions and the contractually agreed availability requirements.

§ 15 Indemnity, force majeure and changes

15.1 Indemnity

(1) To the extent permitted by law, the Customer indemnifies the Provider against justified third-party claims arising from unlawful use of the services for which the Customer is responsible, or from infringing materials provided by the Customer.

(2) The indemnity covers reasonable and necessary costs of legal defence insofar as these are based on a breach of duty for which the Customer is responsible.

(3) The Provider informs the Customer of corresponding claims within a reasonable period and, where legally and factually possible, enables the Customer to participate appropriately in the defence.

15.2 Force majeure

(4) Neither party is liable for delays or failures caused by events of force majeure outside its reasonable control.

(5) Force majeure includes in particular natural disasters, wars, official measures, large-scale infrastructure outages and comparable unforeseeable events.

(6) The affected party informs the other party in good time where possible and endeavours to limit the effects reasonably.

(7) If a material impairment of performance lasts longer than 60 days, either party may terminate the affected contract for cause. Claims that have already arisen and mandatory statutory rights remain unaffected.

15.3 Changes to the services

(8) The Provider may further develop its services, technical systems and functions provided the agreed purpose of the service is essentially preserved.

(9) Material adverse changes to the contractually owed services require a corresponding contractual basis or the Customer’s consent.

(10) Where required by law or contract, the Provider informs the Customer of material changes in good time.

15.4 Changes to the GTC

(11) The Provider may change these GTC at any time for future contracts.

(12) For already existing contracts, changes apply only if effectively agreed between the parties or if a legally permitted change mechanism applies.

(13) Mere publication of new GTC on the website does not automatically change already existing contracts.

(14) The Provider informs existing customers of intended material changes in an appropriate form.

§ 16 Governing law, venue and final provisions

(1) All contractual relationships between the Provider and the Customer are governed by Swiss law, excluding its conflict-of-law rules and the UN Convention on Contracts for the International Sale of Goods (CISG), to the extent legally permitted.

(2) The exclusive place of jurisdiction for disputes arising out of or in connection with these GTC and related contracts is Biel/Bienne, Switzerland, to the extent legally permitted.

(3) Mandatory statutory venues and mandatory applicable law remain reserved.

(4) If individual provisions of these GTC are invalid or unenforceable, the validity of the remaining provisions remains unaffected.

(5) Statutory provisions apply in place of invalid provisions. The parties may agree on a legally permitted replacement that comes as close as possible to the economic purpose of the original provision.

(6) Individual agreements between the parties take precedence over these GTC.

(7) Legally relevant notices may be given in text form, in particular by email, unless mandatory statutory form requirements or individual agreements provide otherwise.

(8) The Provider may be contacted at:

Snatch Co. AG Bahnhofstrasse 34 2502 Biel/Bienne Switzerland Email: [email protected] Website: https://heylead.ai