Dialogue Terms of Service

Last updated: February 18, 2022

These terms of service (the “Terms”) enter into force on the Subscription Date (as defined below) and govern the provision of service (the “Services”)  by Dialogue Technologies Inc. (“Dialogue”, “we”, “us”, “our”) and take precedence over your company’s supplemental or conflicting terms and conditions that may be contained in any other documents exchanged between Dialogue and your company (the “Employer” or “Company”) following the subscription of Services by the Employer. 

1. Subscription

By subscribing to and by paying for one or all Dialogue Services (as further described in Section 5 of these Terms) through our website www.dialogue.co, you and your Employer acknowledge that you have read and understood these Terms without any objections, accept them, and agree to be bound by them (the “Subscription”).

In order to agree to these Terms, you, as the person making the Subscription on behalf of the Employer, need to have been duly and validly authorized by the Employer to bind the company to the terms of these Terms.

2. Definition 

1. “Dependents” means the children of the Employee or of the Employee’s Spouse (other than foster children) who (i) are not married or in any other formal union recognized by law, (ii) are under the age of 21 or under the age of 25 if they are full-time students, and (iii) live in the same household as the Employee;
2. “Employee” means a person employed by the Employer who is eligible to the Services according to the Employer’s employee benefit plans and policies; 
3. “End Users” means the Employees and their Spouse and Dependent(s); 
4. “Launch Date” means the first date on which the Services are made available to the End Users by Dialogue; 
5. “Spouse” means a (i) spouse by marriage or under any other formal union recognized by law, or (ii) a person of the opposite sex or of the same sex who is publicly represented as a spouse for a period of at least 12 months, provided that only one spouse can be recognized per Employee and that the termination of cohabitation terminates the eligibility of a common-law spouse; and
6. “Subscription Date” means the date where you proceed to the Subscription, on behalf of your company.

3. Onboarding

You and the Company acknowledge that in order to launch the provision of our Services to your Company and its Employees, certain steps and actions are required (the “Onboarding”). The instructions related to Onboarding may change from time to time and will be communicated by Dialogue team.

Please note that Dialogue reserves the right to refuse any Subscription for any reason; and thus may refuse to provide the Services to your Company. Said refusal will be notified in writing to your Company and in such case, you will be refunded all fees paid during the Subscription.  

4. Term

These Terms will enter into force on the Subscription Date and will remain in effect for a period of twelve (12) months following said Subscription Date (the “Term”). Once the Term expires, these Terms shall be renewed automatically for successive one year periods unless terminated pursuant to Section 11.

5. Services

In exchange for the payment of the Fees (as defined below), the Employer will be granted access to Dialogue’s virtual platform which allows the eligible Employees (and the End Users, as the case may be) to benefit from the services described on our subscription page and subscribed to in the Subscription (the “Services”). 

6. Fees

The fees corresponding to the number of eligible Employee per month, as described on the subscription page and paid during the Subscription, will be charged to your Company through our selectedservice provider starting from the Subscription Date. 

Such fees will be charged using the Credit Card provided during the Subscription and invoiced on a monthly basis within the first fifteen (15) days of every month. 

Number of Employees eligible to the Services may be adjusted by the Company throughout the Subscription through the Dialogue administrative portal and in such case, subsequent invoice will be adjusted accordingly on a pro-rata basis. 

Any Fees that remain unpaid when due, for whatever reasons, under these Terms will bear interest of 3,00% each month, until its full payment. 

The Company hereby agrees and acknowledges that no matter the number of Employees eligible to the Services,  the Company acknowledge and agree that in any case, during the Subscription, the Company will pay to Dialogue the greater of the following amounts: (i) the fees per Employee per month plus taxes as described on our subscription page; or (ii) five hundred dollars ($500.00) monthly premium for the use of one (1) Service and an additional two hundred dollars ($200.00) per additional Service for access to the Services by the End Users (the “Fees”).

Upon every Renewal Term, the Fees shall automatically be increased by the increase in the Annual Average Consumer Price Index issued by Statistics Canada for the calendar year prior to the renewal  The adjustment will be effective on the first day of the month following the anniversary of the Effective Date.

Upon every Renewal Term, Dialogue reserves its right to review the Fees and consider an additional Fee adjustment by notifying the Employer at least sixty (60) days prior to the Renewal Term. Any such Fee adjustment shall be effective upon the Renewal Term.

The Fees for the Stress Management & Well-being Service mentioned above are offered to the Employer and valid only to the extent that the Stress Management & Well-being Service be provided by Dialogue to the Employer for a minimal period of one (1) year starting from Launch Date. 

In the event that the above-mentioned condition to the validity of the Fees is not met, Dialogue reserves the right to revise the Fees in a retroactive manner at the termination date of the Service depending on the total duration of the provision of the Stress Management & Well-Being Service to the Employer. 

7. Territory

The Employer acknowledges that the Services are exclusively available in Canada, for End Users located in Canada. 

8. Representations.

1. Dialogue. Dialogue is a corporation incorporated under the laws of Canada, and has the necessary authority, power and capacity to enter into the Terms and to perform its obligations hereunder.
2. Employer. Employer is duly formed under the laws of its jurisdiction of formation and has the necessary authority, power and capacity to enter into the Terms and to perform its obligations hereunder and theses Terms has been duly and validly authorized, executed and delivered by the Employer and constitutes a legal, valid and binding obligation of the Employer. The Company represents and warrants that the representative of the Company who has subscribed to the Services has the authority of the Board to bind the Company to the terms of these Terms.

9. Obligations.

(a) Employer Obligations. The Employer will be responsible for the timeliness, accuracy and completeness of all data and information provided to Dialogue and it understands that Dialogue will not independently verify such information. The Employer shall cooperate with Dialogue in the performance of the Services.

(b) Dialogue Obligations. The Services will be (i) performed in a good and professional manner, by qualified personnel, and in compliance with all applicable laws; (ii) conducted in accordance with all applicable laws and professional standards, as applicable, by duly licensed physicians, registered nurses and any other applicable licensed health care providers who Dialogue has made all reasonable commercial efforts to ensure that they are in good standing with the applicable regulatory body and who has the necessary qualifications, knowledge, skill and experience to perform the Services. 

Dialogue will (i) directly or through the engagement of a reputable firm screen and vet including, without limitation, conducting, where appropriate, background checks, on all employees, contractors and health care practitioners providing Services hereunder; and (ii) be responsible to annually verify that all health practitioners providing the Services are duly registered with their respective regulatory body. 

10. Confidentiality and Data Privacy.

10.1 Confidentiality 

During the provision of the Services to the Employer by Dialogue, each party may be given access to information (verbally or in hardcopy and/or electronic form) that relates to the other party’s development, business activities or technical knowledge, which is identified by the discloser as confidential or would be treated as confidential by a reasonable person given the nature of the information or the circumstances surrounding its disclosure or access (“Confidential Information”). Confidential Information does not include information that is in or subsequently enters the public domain; that is now or subsequently becomes known to a party without breach of any confidentiality obligation hereunder; that is independently developed by a party; or that is approved for release by written authorization of disclosure. Each party will treat as such all confidential information obtained from the other party in the course of performing the Services and, except as provided in this paragraph, will not use or disclose such information except in connection with the performance of the Services, only to the extent reasonably necessary for purposes of the Terms. Subject to the paragraph above, this restriction will not apply to any Confidential Information that a party is required by law or professional standards to disclose. 

10.2 Data Privacy: collection and processing of Personal Information

(a) Dialogue will abide by all applicable privacy legislation in the Canadian jurisdictions where Services are performed (including, for greater certainty, all applicable privacy legislation in the jurisdiction where the End User undergoing the assessment is located).

(b) For greater clarity, the Employer hereby acknowledges that for the purposes of these Terms and in order to provide the Services, (i) during onboarding, the Employer may provide Dialogue with Personal Information; and (ii) Dialogue will collect (or re-collect through the platform, as appropriate), process, use or have access to Personal Information of End Users. Each Party hereby acknowledges that Personal Information shall be collected and processed in accordance with all applicable laws related to Personal Information, including but not limited to the Personal Information Protection and Electronic Documents Act (Canada) and the Act respecting the protection of personal information in the private sector (Quebec), as applicable, and that Personal Information collected directly by Dialogue will be processed in accordance with Dialogue Privacy Policy as available here: https://www.dialogue.co/en/privacy.

(c) In any case when it comes to Personal Information, each Party shall:

(i) provide effective and secure file transfer mechanisms for the communication of any Personal Information, as appropriate and it being acknowledged that transfer of Personal Information between the Employer and Dialogue will only be made on exceptional basis, upon consent of the relevant End User(s); 

(ii) encrypt, using industry standard encryption tools, all records and files containing Personal Information that said Party either transmits or sends wirelessly or across public networks (i.e., the Internet), and to the extent applicable, stores on laptops or storage media or where technically feasible, stores on portable devices. Each Party shall safeguard the security and confidentiality of all encryption keys associated with encrypted Personal Information; and

(iii) generally implement and maintain administrative, physical, and technical safeguards that prevent any unauthorized use of Personal Information, including, without limitation, appropriate technical and organizational measures. The safeguards shall include, at a minimum, an information security program that meets prevailing industry practice standards to safeguard Personal Information. Such information security program shall include, without limitation (i) adequate physical security of that Party’s facilities where Personal Information is stored, (ii) reasonable precautions taken with respect to the employment of and access given to that Party’s personnel, and (iii) an appropriate network security program applicable to the Party’s system. 

(d) Dialogue further represents and warrants that it will keep all such Personal Information, materials, documents, archives and backups securely and logically segregated, including by implementing any necessary access barriers and password authorization procedures in connection therewith.

(e) In addition, throughout the term of these Terms and thereafter, it being agreed that the following obligations will survive the termination or expiration of the Terms as appropriate, Dialogue shall:

(i) only process Personal Information for the purposes of rendering the Services (i.e. providing telemedicine services) and not process any Personal Information in any other manner without the express prior written consent of the End Users or as per Dialogue Privacy Policy, as applicable; 

(ii) not disclose (and not allow any of its personnel to disclose) in any manner whatsoever any Personal Information to any third party without the prior written consent of the End Users or other than in accordance with Dialogue Privacy Policy;

(iii) where any disclosure or transfer of Personal Information is required by law promptly notify the End Users as appropriate, in writing before complying with any such requirement for disclosure or transfer; 

(iv) limit access to Personal Information only to those personnel (employees and contractors, hereinafter the “Personnel”) of Dialogue who need to have access to the Personal Information for the purposes of Dialogue rendering the Services under the Terms or as per Dialogue Privacy Policy; 

(v) ensure or cause each of Dialogue Personnel to agree, in writing, to protect the confidentiality and security of the Personal Information in accordance with any applicable laws and Dialogue Privacy Policy, and otherwise exercise the necessary and appropriate supervision over its Personnel, and properly advise and train each on the requirements of Dialogue under applicable laws and Dialogue Privacy Policy;

(vi) when required by applicable laws, notify End Users, Privacy Commissioner of Canada and any relevant provincial entities as appropriate in writing upon Dialogue becoming aware of any Security Breach involving Personal Information under its control in circumstances creating a real risk of significant harm to End Users, it being acknowledged by the Employer that the Employer will be notified of the same only upon prior consent of the End Users, as appropriate, or will otherwise only receive a general notification of Security Breach by Dialogue; 

(vii) except for healthcare professionals working for Dialogue as employees or contractors, not sub-contract or assign to any third party any of the processing without the prior written consent of the End Users. Where Dialogue, with the written consent of the End Users, as appropriate, provides access to Personal Information to a third party or contracts such rights or obligations, Dialogue shall enter into a written agreement with each contractor or third party that imposes obligations on the contractor or third party that are substantially similar to those imposed on Dialogue under this Section 4.2. Dialogue shall only retain contractors that Dialogue can reasonably expect to appropriately protect the privacy, confidentiality and security of the Personal Information; and

(viii) to the extent permitted by applicable laws (including any laws pertaining to medical records retention), upon the receipt of the End Users’ written instruction, immediately return (or, upon the written instruction of the End Users securely dispose of) each and every original and copy in every media of all Personal Information in the possession or control of Dialogue and certify to the End User in writing upon completion of any such delivery or disposal. In the event that any applicable laws does not permit Dialogue to comply with the delivery or destruction of the Personal Information, Dialogue warrants that it shall ensure the strict confidentiality of the Personal Information in accordance with said laws.  

For the purposes herein, “Personal Information” shall mean information that is about an identifiable individual or that allows an individual to be identified and “Security Breach” shall mean any actual or suspected, whether or not intentional, (i) disclosure, access to or use of any Personal Information in breach of these Terms by Dialogue or (ii) unauthorized intrusion into Dialogue’s systems or any Subcontractors systems containing any Personal Information.

11. Intellectual Property Rights.  

Dialogue retains all rights, including intellectual property rights, in all materials, trademarks, trade names, patents, software, documentation, tools, know-how, techniques, processes and methodologies that may be supplied to the Employer or created or used by Dialogue in the performance of the Services in the Territory (“Deliverables”). Dialogue grants the Employer a non-exclusive, non-transferable, license to use the Deliverables for which Dialogue owns the intellectual property rights, for the purpose of receiving the Services in the Territory and for the duration of the provision of the Services only.

The Employer shall not in any way modify, adapt, translate, reverse engineer, decompile, disassemble, or otherwise attempt to exploit the Deliverables or change the organization of the Deliverables.

These Terms shall not be construed as precluding or limiting in any way Dialogue’s right to provide similar or other services of any kind or nature to any person or entity.

12. Restriction on Use. 

The Services and materials delivered in connection therewith are provided by Dialogue for the Employer’s internal use and information only and may not be distributed, published, made available or relied upon by any other person, without Dialogue’s express written permission. 

13. Termination. 

This Agreement can be terminated by the Employer at any time until the Onboarding is complete by providing a written notice to clients@dialogue.co. In the case the Employer terminates this Agreement before completion of the Onboarding, all fees that have been paid by the Employer at the moment of the Subscription will be reimbursed by Dialogue.

Following the completion of the Onboarding and in any case, starting from Launch Date, the provision of the Services may be terminated by either party at any time for any reason by providing one hundred and twenty (120) days advance written notice to the other party. In the event of termination pursuant to this paragraph, the Employer agrees to pay Dialogue for any amount of fees due to Dialogue up to the date of the termination.

The Employer may terminate the Services immediately with written notice in the event of Dialogue’s breach of any material term of these Terms that is not cured within thirty (30) days following receipt of written notice of the breach from the Employer.  

Dialogue may immediately terminate the Services in the event of non-payment of the Fees when due.  

14. Indemnity.  

Dialogue agrees to hold the Employer and its directors, officers and employees harmless from any and all claims, lawsuits, settlements, judgments, costs, penalties, and expenses, including reasonable legal fees and expenses resulting from, or arising out of (i) any gross negligence, fraud or willful misconduct on the part of Dialogue or (ii) any failure to comply with its obligations under these Terms. 

The Employer agrees to hold Dialogue and its directors, officers, and employees harmless from any and all claims, lawsuits, settlements, judgments, costs, penalties, and expenses, including reasonable legal fees and expenses, resulting from the Employer’s failure to comply with its obligations under these Terms. 

15. Limitation of Liability. 

Except in case of (i) gross negligence, fraud or willful misconduct, (ii) intellectual property right infringement or (iii) body injury, Dialogue’s liability, if any, to any person, arising out of or in any way related to the Terms or the performance of its duties and obligations under the Terms, shall for all purposes in total be limited to direct damages in an amount not to exceed the aggregate amount of Fees paid by the Employer for the Services during the last twelve (12) months period prior to the event giving rise to the claim.  

In no event shall Dialogue or the Employer have any liability at any time for any loss of profits, loss of business revenue, failure to realize expected savings, or for any indirect, special, or consequential damages, even if advised of the possibility of such damages. 

The parties understand and agree that any liability arising out of or relating to the provision of the Services by the health practitioners providing the Services to the End Users is subject to such practitioners’ professional liability.  

16. Independent Contractor. 

It is understood and agreed that each of the parties is an independent contractor and that neither party is, nor shall be considered to be an agent, distributor, partner, fiduciary or representative of the other. Neither party shall act or represent itself, directly or by implication, in any such capacity in respect of the other or in any manner assume or create any obligation on behalf of, or in the name of, the other.

17. Governing Law.  

These Terms shall be governed by the laws of the Province of Quebec and the laws of Canada applicable therein.

18. Notices.  

Unless otherwise indicated, each notice to be given to a party under these Terms must be given in writing and delivered personally or by courier, sent by mail, sent by prepaid registered mail, or transmitted by fax.  Notices given to the Employer shall be sent to the address set out in these Terms.  Notice given to Dialogue shall be sent to:

Dialogue Technologies Inc.
390 Notre-Dame St W, #200
Montreal, QC H2Y 1T9

19. Severability.

In the event that any provision of these Terms shall be held to be invalid, void or unenforceable, then the remainder of these Terms shall not be affected, impaired or invalidated, and each such provision shall be valid and enforceable to the fullest extent permitted by law. 

20. Force Majeure. 

A party shall not be liable for failure to perform any of its obligations under these Terms if such failure is due to an act of God, fire or explosion, strike, lock-out, conditions of war, act of military authority, terrorist attacks, blackouts, rebellion or civil disobedience or other impediment beyond its control.

21. Survival. 

Terms which by their nature survive termination of these Terms shall survive, including section 1 (Definitions), the non-disparagement obligations contained in section 3 (General Obligations), section 4 (Confidentiality), section 5 (Intellectual Property Rights), section 6 (Restriction on Use), section 8 (Indemnity), section 9 (Limitation of Liability), section 10 (Independent Contractor), and section 11 (Governing Law).

22. Assignment. 

These Terms shall be binding upon both parties and their respective successors and permitted assigns. Dialogue is permitted to assign, transfer or delegate any of its rights or obligations to any affiliate or successor in interest to all or substantially all of the assets or business of the relevant Dialogue practice, without Employer’s consent, in which case, such affiliate or successor in interest shall be bound by and entitled to the benefit of the terms of these Terms.

23. Marketing 

The Employer acknowledges and agrees that Dialogue has the right to use the Employer’s name and logo (“IP”) without the Employer’s consent for the following purposes (and only for such purposes): use in Dialogue marketing and sales flyers, sales presentations, website and social media posts and in any joint promotions, as applicable, throughout the Term and until the termination or expiry of the Services. 

Dialogue will (i) not use the IP other than for the purposes mentioned above without the Employer’s prior written consent; and (ii) only use the IP according to this Section 18 and any written instructions of the Employer, as provided from time to time to Dialogue.  

Notwithstanding anything to the contrary, the Employer may revoke the right to use given to Dialogue under this Section 18 upon forty-five (45) days prior written notice to Dialogue. 

23. Language. 

The parties have agreed that these Terms and all communications and documents relating hereto be expressed in the English language. Les parties ont convenu que la présente entente ainsi que toutes les communications et tous les documents y afférents seront exprimés en langue anglaise.