Dialogia

Contracting Terms

1. Purpose and Scope

These Contracting Terms govern the purchase and paid provision of Dialogia's digital services by DIALOGIA LABS S.L. ("Dialogia", "we"). Full identification of the provider — registered name, Tax ID (CIF), registered address and Commercial Registry entry — is set out in the Legal Notice, which these Terms incorporate by reference rather than repeat.

These Terms apply together with, and do not replace, the Terms & Conditions of Use (which govern how the platform may be used once access has been granted) and the Privacy Policy (which governs personal data). For matters of purchase, price, payment, invoicing, cancellation and withdrawal, these Contracting Terms prevail over the Terms & Conditions of Use.

These Terms cover two products, contracted in two different ways:

Dialogia Questions, self-service: an individual professor signs up, pays online, and gains access without any manual step by Dialogia staff.
Dialogia Classroom, institutional: an institution (through its vice-rectorate, a faculty, or an appointed contact) engages with Dialogia's team, receives personalised onboarding, and the commercial terms (course volume, invoicing, duration) are agreed in a separate institutional order or agreement. The public rate described in Clause 3 is the *starting* public rate used in that negotiation, not a self-checkout price.

2. Object of the Contract

Dialogia Questions: access to an AI-guided question-answering tool, grounded in the course's teacher-validated materials, for one course/semester, with anonymous student participation, up to the participant cap set out in Clause 3, and also subject to a reasonable AI usage limit per course, described in Clause 4 of the Terms & Conditions of Use.

Dialogia Classroom: access to guided AI classroom activities with teacher-controlled process visibility, for the courses and duration agreed in the institutional order referred to in Clause 1, and also subject to a reasonable AI usage limit per student account, described in Clause 4 of the Terms & Conditions of Use.

3. Price and Taxes

Public rates, in euros (€), at the date of this draft:

Dialogia Questions (standalone): €60 per course/semester, with a hard cap of 60 student enrolments included. This is an owner decision, dated 13 August 2026 — enrolments are counted when students are imported, not by how much they use the product afterwards, so there is no usage-based charge: there is a limit that cannot be exceeded without expanding the plan, and the full price of the base product is known at the moment of purchase. Each enrolment of a student in a course counts separately (clarified by the owner on 23 August 2026): the same person enrolled in two courses takes a seat in each. Expanding the plan beyond those 60 enrolments is contracted in blocks of 10 enrolments, at €7.50 per block, paid upfront and never prorated: each purchased block is valid until the end of the current semester already under contract, whatever day of the semester it is bought. Already included, at no added cost, in any course contracted under Dialogia Classroom.
Dialogia Classroom (institutional): from €100 per course + €10 per student / semester, public rate, for up to 20 courses/year. Beyond that volume, the price is a negotiated institutional license agreed in the individual order/agreement referred to in Clause 1.

The prices above are shown without Value Added Tax (IVA). Dialogia sells within Spain, in the rest of the European Union, and outside it, so the IVA treatment is not the same for every buyer: the applicable IVA is calculated and itemised separately, both at checkout and on the invoice, at the rate in force at the time of the transaction — the Spanish general rate is currently 21%, unless a reduced rate, an exemption, the reverse-charge mechanism, or a different treatment applies because the purchase is an intra-EU transaction with a valid VAT number or a purchase made from outside the European Union. This clause does not anticipate what specific treatment applies to each country or regime: whatever the law determines in each case will apply, and it will always be reflected on the invoice.

4. Payment Methods

Self-service purchases (Dialogia Questions) are paid by credit/debit card or Bizum, processed through Getnet (Santander)'s Get Checkout, a hosted payment page: Dialogia's servers never receive, see or store card numbers, CVV codes or Bizum credentials. See Clause 6 for how that redirect works.

Institutional purchases (Dialogia Classroom) are not paid by card or Bizum: they are invoiced and paid by bank transfer against invoice, following the institution's own procurement process. Unless the individual order/agreement referred to in Clause 1 states otherwise — and that order always prevails over this clause — the following terms apply:

Invoicing. Dialogia issues an invoice at the start of each contracted semester, for the courses active in that semester and at the price agreed in the order — the public rate in Clause 3 (€100 per course + €10 per student per semester) where no institutional licence has been negotiated. Any applicable IVA is itemised separately, as set out in Clause 3. The billable number of students is the one set in the order; failing agreement, the number of students registered on the platform at the close of the institution's enrolment period.
Payment period. 30 calendar days from the invoice date, extendable by express agreement up to the 60-calendar-day maximum allowed by Law 3/2004 of 29 December on combating late payment in commercial transactions. Where the institution is a public administration, the legal period applicable to it under Law 9/2017 on Public Sector Contracts applies, counted from approval of conformity.
Purchase order. Accepted. If the institution needs a purchase order, a file number or an internal order code in order to process payment, it only has to tell us before the invoice is issued and it will be stated on it. Dialogia does not require a purchase order to activate the service, but it does need the signed order/agreement before opening the semester.
Electronic invoicing. For public administrations covered by Law 25/2013 on promoting electronic invoicing, Dialogia sends the invoice in Facturae format through the relevant general entry point (FACe or its regional equivalent); the institution must supply its DIR3 codes (accounting office, managing body and processing unit) before issue.
Advance payment. Not required by default: the service is activated once the order is accepted and paid for afterwards, against invoice. Advance payment is only requested if the order/agreement expressly provides for it.
Late payment. Delay accrues the late-payment interest provided for in Law 3/2004. If non-payment persists, Dialogia may suspend access on at least 15 calendar days' prior written notice; suspension does not cancel the order or waive the amount already accrued, and access is restored once payment is settled.

These are default terms: they describe what Dialogia applies when the order says nothing else, drafted in line with standard procurement practice in the Spanish public and university sector. Each institution's individual order/agreement prevails over them on anything it expressly regulates.

5. Contracting Process, Step by Step

Dialogia Questions (self-service)

The professor completes the sign-up form and accepts these Contracting Terms and the Privacy Policy.
Dialogia sends a one-time verification link by email; the account is not usable until it is opened.
[PENDING — not built yet]: at the point payment is required, the professor is redirected to Getnet's hosted checkout, reviews the exact order (product, price, applicable IVA, total) and is told about the 14-calendar-day right of withdrawal and how to exercise it (Clause 8), before paying, and pays by card or Bizum.
Getnet redirects back with a signed confirmation; Dialogia verifies it and activates the corresponding access.
A purchase confirmation and, per Clause 10, an invoice, are sent by email.

Today, sign-up creates a trial account without collecting any payment (see Clause 7). Steps 3–4 above describe the checkout flow for the day payment is wired, not the current implementation — see this task's report for exactly what is still missing.

Dialogia Classroom (institutional)

An interested institution books a guided demo, receives a personalised proposal from Dialogia's team, and — if it proceeds — signs an individual institutional order/agreement that sets the final price, course volume, invoicing terms and duration. Onboarding and faculty training follow, per the Terms & Conditions of Use.

6. Card and Payment Data Security

Get Checkout is a hosted/redirect payment gateway: the professor enters card details on Getnet's own page, never on a Dialogia page. Dialogia's server only ever requests a checkout session and later receives a signed confirmation of the outcome — never card numbers, CVV codes, or full Bizum details.

7. Duration, Renewal and Changes

A Dialogia Questions purchase renews automatically at the end of each contracted semester, for one more semester at the rate then in force under Clause 3, unless the account holder states that they do not want to renew before the deadline for doing so expires. This is a decision by Dialogia's owner, dated 12 August 2026 — the third decision of that day on this clause: in the morning the prior notice had been removed, in the afternoon the whole renewal was removed on checking that the combination is precisely what Ley 10/2025 stopped allowing, and this is the route the owner himself chose after weighing the two lawful alternatives: automatic renewal with the prior notice the law requires, instead of never renewing.

The prior notice has two dates, not one. Dialogia gives notice fifteen days before the expiry of the period for stating that they do not wish to renew — not fifteen days before the charge, which is a separate, later date — and the notice states that expiry, its consequences and the automatic renewal itself (Article 97.1 p) TRLGDCU). Neither the law nor this document calls those fifteen days "calendar" or "working" days.
Cancelling is one click, with no need to write to anyone. It is done from the account's subscription screen, and it does not withdraw access already paid for: the current contracted semester keeps running to its end exactly as if it had not been cancelled. The only thing it changes is that it prevents the following renewal.
If the notice fails to go out, the renewal is not charged. This is not a remote possibility, it is a commitment: the law makes renewal conditional on the notice having been given, so a failure to send it is not merely a lost email — it is what makes charging unlawful. The periodic trigger that checks which notices are due, the notice template in the four languages, and the alarm that detects one failed to go out are already built.
The 14-calendar-day right of withdrawal in Clause 8 applies only once, to the initial purchase, and does not reopen with each automatic renewal. Until today this document said the opposite — that it opened with every purchase — because until today there was no automatic renewal: every semester was a new contract. With renewal back, what compensates the buyer is no longer a repeated withdrawal right but the mandatory prior notice: anyone who does not want to continue knows fifteen days in advance and can avoid it at no cost or penalty.
[PENDING — not built yet]: today signing up creates a trial account and no payment is charged, because the payment step in Clause 5 does not exist yet. While that remains the case there is no real renewal to charge and no real notice to send: this clause describes what will apply on the day charging is built.

Why this route, and not the no-renewal one. Both alternatives comply with the law. Dialogia's owner chooses automatic renewal with notice because it is the only one that requires no recurring manual work on his part and because it minimises anyone losing access without noticing. In exchange he takes on the obligation in Article 97.1 p) TRLGDCU, as worded by Ley 10/2025 of 26 December, in force since 28 December 2025 — and he takes it on with the alarm described above behind it, not as a promise with no mechanism.

Dialogia Classroom institutional agreements have their own duration and renewal terms, set out in the individual order/agreement referred to in Clause 1; this is negotiated case by case and is not standardised here.

8. Right of Withdrawal

Dialogia grants a 14-calendar-day right of withdrawal to everyone who contracts Dialogia Questions, without needing to give a reason and without penalty — whether or not the purchaser has the legal status of "consumer or user" within the meaning of Spanish and EU consumer law (Article 71 of the Consolidated Text of the General Law for the Protection of Consumers and Users, TRLGDCU, and Directive 2011/83/EU). The period runs from the day the contract is concluded.

The right is not conditional: no waiver is requested, no checkbox exists to request one, and the right of withdrawal remains intact for the full 14 days even though the account is usable right away and the service begins to be provided immediately.

This is more protective than the law requires, and it is a deliberate decision by Dialogia's owner, made on 8 August 2026 — not an oversight or a half-drafted clause.

Withdrawing entitles the purchaser to a full refund of any amount already paid, with no deduction for use made of the service during those 14 days, using the same payment method as the original transaction.

To exercise it, notify Dialogia by email to hello@dialogia.org within the 14 calendar days following the purchase, stating the order or account and your intention to withdraw. Dialogia will refund the amount within 14 days of receiving that notification.

Dialogia Classroom is not governed by this clause. It is contracted through an individual institutional order/agreement (Clause 1), not through self-service, and the cancellation and refund terms agreed in that order/agreement — not this Questions withdrawal policy — apply to Classroom.

9. Cancellation by the User

Since Dialogia Questions renews automatically (Clause 7), cancelling stops the following renewal. It is done from the account's subscription screen, with one click and no need to write to anyone or wait for a reply. Cancelling does not withdraw access already paid for: the current semester keeps running to its end exactly as if it had not been cancelled; the only thing that changes is that, once that date arrives, no new charge is generated.

If the cancellation is communicated within the 14 calendar days following the initial purchase, it is treated as a withdrawal and governed by Clause 8: full refund. After that period, or if the cancellation concerns a renewal that has already been charged, cancelling stops the following semester but does not by itself trigger a refund of the current, already-paid period. The effect on stored data is governed by the Privacy Policy, not by these Terms.

These cancellation terms are specific to the self-service purchase of Dialogia Questions and do not apply to Dialogia Classroom. Classroom institutional cancellation terms are set out in the individual institutional order/agreement referred to in Clause 1.

10. Invoicing

Dialogia issues a document for every payment, itemising the price and the applicable IVA (Clause 3). Billing details are optional: at the point of payment, the checkout asks "Do you need an invoice with a Tax ID?". Anyone who does not need one completes the purchase without providing further details and receives a proof of purchase. Anyone who does needs to check that box and provide the registered business name, Tax ID (CIF/NIF) and billing address, and receives a full invoice with those details. For institutional Dialogia Classroom purchases, billing details are provided in the institutional order/agreement, not in an individual payment. Like the rest of the payment process described in Clause 5, this checkout screen — the invoice checkbox and its fields — is not built yet in the current implementation; it will be added once the real payment flow exists.

11. Service Availability and Modification

Service availability, and Dialogia's ability to modify or discontinue features with reasonable notice, are governed by Clauses 7 and 11 of the Terms & Conditions of Use. These Contracting Terms cover only the commercial/purchase side of the relationship.

12. Customer Service and Complaints

For any question, claim or complaint about an order, contact hello@dialogia.org. Dialogia will acknowledge and aim to resolve consumer complaints within a reasonable time.

Consumers may also turn to their local Consumer Arbitration Board (Junta Arbitral de Consumo) or the European Consumer Centres Network (ECC-Net) if a complaint is not resolved directly with Dialogia. The European Commission's Online Dispute Resolution platform stopped operating on 20 July 2025, under Regulation (EU) 2024/3228 — this clause deliberately does not link to it or present it as available. Institutional links of this kind change over time, so none is fixed here: check your regional Consumer Arbitration Board or the European Consumer Centres Network to find the currently competent body. *(Checked on 9 August 2026.)*

13. Governing Law and Jurisdiction

These Contracting Terms are governed by Spanish law. For consumers, any dispute will be submitted to the courts of the consumer's own domicile: mandatory Spanish and EU consumer-protection rules do not allow imposing a different venue on them, and any clause attempting to do so would be considered not written, regardless of what any other part of this document says. For institutional (B2B) contracts — institutions, educational centres, and any other contracting party that does not have the legal status of consumer — disputes will be submitted to the courts of Bizkaia, and proceedings will be conducted in Spanish.

14. Contract Language

These Terms are offered in Spanish, English, Basque and Catalan for accessibility. In case of discrepancy or interpretive doubt between the versions, the Spanish version prevails, as it is the language in which this document was originally drafted and the language of the court proceedings set out in Clause 13 for disputes submitted to the courts of Bizkaia.

15. Annex: personal data processing agreement

This clause is the data processing agreement required by Article 28(3) GDPR, and it forms part of the contract from the moment an institution contracts Dialogia. There is no need to sign a separate document: on contracting, the institution and Dialogia are bound by what follows. If the institution needs a stand-alone document for its records, we will provide it signed on request.

This applies whenever the contracting party brings students onto the platform — an educational institution, an organization, or an individual educator using it in their professional activity. In all those cases, the contracting party is the controller for the processing of its students' data and Dialogia is its processor; Dialogia is responsible for the data of the account of the person who signs up. Courses with students under 18 only exist within an institution, created through the institutional contracting process — whoever manages it thereby declares that they act with the institution's authorization.

15.1. Roles of each party

The institution is the data controller: it decides what Dialogia is used for, which courses and which students are added, and it determines the legal basis for the processing and the information it gives to families. Dialogia is the data processor and processes the data only on the institution's behalf.

15.2. Subject matter, duration, nature and purpose

Subject matter: the provision of the Dialogia platform (Classroom, Questions, or both), on the terms contracted.
Duration: for as long as the contract is in force, plus the return-or-deletion period set out in Clause 15.9.
Nature and purpose: the operations necessary to provide the educational service — hosting and serving the platform, processing course material to generate content, handling student queries with AI assistance, generating assessment proposals addressed to the teacher, providing classroom analytics, and sending the service's operational notices.
Instructions: the contract itself, the Contracting Terms, and the configuration the institution makes on the platform constitute the controller's documented instructions. Dialogia does not process the data for any purpose of its own other than providing the service and keeping it secure.

15.3. Categories of data and data subjects

Data subjects: the institution's students, teaching staff and administrative staff.
Identification and contact data: name and email address of teaching and administrative staff; name and email address of Classroom students. Questions students provide no identifying data at all: they get in with a class code, and their activity is linked to an opaque identifier generated by their own browser.
Academic activity data: submissions, text produced by students, attached files, conversations with the assistant, assessment proposals and grades.
Technical and usage data: access logs, platform consumption and aggregated classroom metrics.
Special categories: Dialogia does not request data falling under the categories in Article 9 GDPR, and the platform has no field for entering it. However, text freely written by a person may contain it without that being intended; that material receives the same security measures as everything else and is not used for any additional purpose.

15.4. Dialogia's obligations as processor

Process the data only in accordance with the institution's documented instructions, including international transfers. If Dialogia believes an instruction infringes data protection law, it will report it immediately.
Ensure that everyone authorized to process the data has committed to respecting confidentiality, or is subject to a legal duty of confidentiality.
Apply the technical and organizational measures in Article 32 GDPR, described in Clause 15.6.
Assist the institution in handling data subjects' rights, and in complying with the obligations under Articles 32 to 36 GDPR, taking into account the nature of the processing and the information available to it.
Not disclose the data to third parties, except to the sub-processors in Clause 15.5, where legally required, or on the institution's express instruction.
Not use the institution's data to train AI models, either its own or third parties', and pass that prohibition on to the processing agreement with every sub-processor that handles that data.
Make available to the institution the information necessary to demonstrate compliance with these obligations, and allow and contribute to audits, including inspections, on the terms set out in Clause 15.10.

15.5. Sub-processors

The institution grants general authorization for Dialogia to use other processors to provide the service. The complete, up-to-date list, naming each provider, what it receives and where it processes the data, is set out in the Privacy Policy, and is also provided as a detailed inventory to any institution that requests it.

Dialogia will notify the institution at least 30 days in advance of adding or replacing any sub-processor. The institution may object on reasonable grounds within that period; if it objects and no alternative acceptable to both parties is found, it may terminate the contract without penalty and with a refund of the unconsumed proportional part.

Dialogia imposes on each sub-processor, by contract, the same data protection obligations it takes on here, and is liable to the institution for any failure by any of them to comply.

15.6. Security measures

Encryption in transit across all communications, and encryption at rest for document storage.
Passwords stored using a key-derivation function, never in plain text or in a reversible form.
Access control by role and by institution: the ownership of each resource is checked against the database on every request, and a request for a resource belonging to someone else is answered as if it did not exist, without revealing that it does.
Separation of credentials by service, so that the compromise of one does not drag down the rest.
Logging of relevant operations and periodic review of the access surface.
Minimization: data not necessary to provide the service is not collected; data that stops being necessary is deleted under Clause 15.9.

15.7. Rights of data subjects

Requests for access, rectification, erasure, restriction, portability or objection are addressed to the institution, which is the controller. If they reach Dialogia directly, we will forward them to the institution without undue delay and will not respond on our own account, unless the institution instructs us otherwise.

Dialogia makes available to the institution the tools necessary to handle them: complete export of a student's data as a downloadable file, and deletion of an account and everything associated with it, both from within the platform itself.

In Dialogia Questions students are not identified: their records are pseudonymous — an identifier generated by their browser, never a name — and neither the institution nor Dialogia can tell which questions correspond to which person. Article 11 GDPR covers this situation: we are not required to collect additional data for the sole purpose of being able to identify someone. If the person provides the identifier their browser stored, their records are located and deleted.

15.8. Security breaches

Dialogia will notify the institution without undue delay and, in any case, within 48 hours of becoming aware of a security breach affecting its data, with whatever information is available: the nature of the incident, the categories and approximate number of people and records affected, likely consequences, and measures taken or proposed. The 72-hour period in Article 33 GDPR runs for the institution, which is why ours is shorter.

15.9. Return and deletion on termination

When the contract ends, the institution has 30 days to export and download the data. Once that period has passed, Dialogia will delete it, including copies, except for anything a law requires to be kept — in which case it will be retained under restriction, available only to the authority that requires it and for the legally required period. Deletion on termination of the contract takes priority over any general retention period described in the Privacy Policy: those periods are ceilings during the provision of the service, not an authorization to keep the data afterward.

Regardless of the above, in courses with students under 18 deletion takes place at the end of the school year, without waiting for the contract to end, as described in the Privacy Policy. The institution receives a notice 30 days beforehand and another 7 days beforehand.

The aggregate statistics built from the activity of a sufficient number of people survive deletion, and are not personal data: they contain no text and no identifiers, and cannot be linked back to anyone.

15.10. Audit

Dialogia will provide the institution, on request and at a reasonable frequency, with the information and documentation necessary to demonstrate compliance with this annex. The institution may carry out audits, itself or through an independent third party bound by confidentiality, with 30 days' prior notice, during business hours and without interrupting the service. Audits are at the institution's expense, unless they reveal a material breach by Dialogia.

15.11. International transfers

Processing takes place within the European Union, with a single exception: the assistant's internet queries, which only come into play when a teacher turns them on for a specific activity, and which start turned off in courses with students under 18. That transfer, its exact scope and its safeguards are described in the Privacy Policy. The institution can switch it off entirely for its whole organization by requesting it.

[LAWYER REVIEW] — This annex was drafted by the Dialogia team following Article 28 GDPR and the standard clauses published by the Agencia Española de Protección de Datos (the Spanish data protection authority), but it has not yet been reviewed by a lawyer. It is published because an institution needs to be able to read it before contracting, and because having it written and awaiting review is better than not having it at all. Before the first signature with an institution, this clause will undergo legal review and be corrected wherever necessary.

16. About this document

Status: reviewed by the team on 23 August 2026; legal review is still pending and this page is not final without it. The commercial decisions are made and live in their clauses: the prices for the base course and for the plan extension, in Clause 3; and the owner has confirmed the renewal model — automatic renewal with advance notice (12 August 2026, Clause 7). Two things remain open. The first is the payment flow, which is still not built (Clause 5): there is no gateway, and this page must not be linked from any checkout flow while it still carries a [PENDING] marker. The second is checking the literal text of Article 97.1 p) TRLGDCU against the BOE, which has still not been read because the consolidated page truncates the provision that sets it out — in the meantime, Clause 7 applies the stricter of the two possible readings of the deadline: fifteen days before the expiry of the deadline to opt out, versus fifteen days before the charge.