GENERAL TERMS AND CONDITIONS

 

1.                         DEFINITIONS

1.1.               Agreement: The contract entered into between Speaksee and the Customer, including these General Terms and Conditions and any annexes or Service Level Agreements (SLA).

1.2.               Customer(s): The natural or legal person(s) who request a quotation from Speaksee and/or have entered into an Agreement with Speaksee.

1.3.               Data Subject: An individual whose Personal Data is processed by Speaksee, either as a Customer, user, or third party involved in a transcribed conversation.

1.4.               Personal Data: Any information relating to an identified or identifiable natural person as defined under the General Data Protection Regulation (EU) 2016/679 (GDPR).

1.5.               Privacy Policy: The document issued by Speaksee that outlines its data processing practices in accordance with the General Data Protection Regulation (EU) 2016/679 (GDPR), forming an integral part of the Agreement.

1.6.               Product(s): All equipment and accessories delivered or to be delivered by Speaksee to or for the benefit of the Customer.

1.7.               Service(s): All Services provided by Speaksee, including the use of applications, support, (emergency) repairs, or updates related to the Products delivered or to be delivered by Speaksee.

1.8.               SLA: A document agreed between Speaksee and the Customer specifying the level of Service, uptime commitments, and availability expectations related to the Services provided by Speaksee.

1.9.               Software: The applications developed and provided by Speaksee, including but not limited to the Speaksee AutoCaption, Microphone kit and Soundshape Pro, and related mobile, desktop, or web-based applications.

1.10.         Speaksee: The private limited liability companies Speaksee B.V. and Speaksee Venue Accessibility B.V.

1.11.         Transcription: Any spoken and/or textual input and its corresponding spoken and/or textual output, processed through Speaksee’s Services during use of the Product or Software.

 

2.                         COOPERATION WITH SPEAKSEE

2.1.               These terms and conditions apply to all current and future Services, Agreements, quotations, and accepted assignments from Speaksee. General terms and conditions of the Customer are not binding on Speaksee and their applicability is hereby expressly rejected where necessary. Deviations from these terms are only valid if confirmed in writing by Speaksee. These general terms and conditions take precedence over any general terms and conditions of the Customer, even if such terms are referred to in the Customer’s communications, unless Speaksee has expressly accepted those terms in writing and such acceptance is explicitly stated to prevail over the present general terms and conditions.

2.2.               By requesting a quotation from Speaksee, placing an order, or using any of Speaksee’s Products or Services, the Customer acknowledges to have read, understood, and accepted these general terms and conditions.

2.3.               In the event of any conflict between these terms and conditions and the Agreement entered between Speaksee and the Customer, the provisions of the Agreement shall prevail.

2.4.               Speaksee reserves the right to amend these terms in accordance with Article 16. The amended terms shall also apply to existing Agreements between Speaksee and its Customers.

2.5.               Speaksee will make every effort to perform its activities in collaboration with the Customer to the best of its knowledge and abilities.

 

3.                         OFFERS AND FORMATION OF AGREEMENTS

3.1.               All quotations, proposals, and offers made by Speaksee, whether verbal, written, or electronic, are non-binding unless a specific acceptance period has been explicitly stated in writing by Speaksee. Speaksee reserves the right to revoke or amend any quotation or offer at any time prior to receipt of an unqualified written acceptance, even if such offer includes an acceptance period. A quotation or offer shall in no event oblige Speaksee to enter into an Agreement with the Customer.

3.2.               Quotations and offers from Speaksee are based on the information provided by the Customer. The Customer unconditionally and irrevocably guarantees the completeness, accuracy, and reliability of such information, even if it originates from third parties. Speaksee shall not be liable for any inaccuracies or delays in performance resulting from incorrect or incomplete information provided by the Customer. An Agreement for the supply of Products or Services shall only be concluded upon written or electronic confirmation by Speaksee, and Speaksee shall at all times retain the right to refuse or withdraw such confirmation without any obligation to provide reasons or to compensate the Customer.

3.3.               The Customer acknowledges and agrees that it may not rely on any verbal or written statement, promise, or representation made by or on behalf of Speaksee unless expressly included in the written Agreement confirmed by Speaksee. The Customer hereby waives any rights to invoke pre-contractual liability or reliance on negotiations or preliminary discussions.

3.4.               Speaksee reserves the right to correct any clerical, typographical, or other manifest errors in any offer, quotation, order confirmation, or Agreement, without such correction giving rise to any right of compensation or cancellation by the Customer.

4.                         PRICES AND RATES

4.1.               All prices and rates communicated by Speaksee, in any form, are exclusive of Value Added Tax (VAT), packaging, delivery, transport, insurance costs, and any other taxes, duties, levies, or third-party charges imposed on the Products or Services, unless expressly agreed otherwise in writing. Speaksee reserves the right to separately charge for any such costs incurred, even if not explicitly itemized in the initial offer.

4.2.               Speaksee is entitled to correct any manifest errors in pricing at any time, including after conclusion of the Agreement, without such correction entitling the Customer to terminate or claim damages.

4.3.               If the agreed number of translation hours under the Services is exceeded in any given month, or if usage of the Products or Services exceeds the agreed technical limits (including but not limited to data storage, bandwidth, processing time, or number of users or sessions), Speaksee reserves the right to charge for such excess usage. Additional hours shall be invoiced at 1,75 times the standard agreed hourly rate. Excess data usage and other overages shall be invoiced separately. Speaksee’s measurement of usage shall be final and binding unless demonstrably incorrect.

4.4.               If, after the Agreement has been concluded, one or more cost price factors (such as taxes or procurement costs) increase, Speaksee may unilaterally increase the agreed prices of the Products and Services. Speaksee shall not be required to provide justification for such increases. The Customer shall have no right to terminate the Agreement in connection with such price adjustments.

4.5.               Speaksee is entitled to adjust its rates for Products and Services annually as of January 1st in accordance with the CBS (Statistics Netherlands) price index for IT Services. If the CBS index is discontinued or replaced, Speaksee shall be entitled to use a comparable alternative index at its discretion.

4.6.               Speaksee reserves the right to revise its Service rates annually. Speaksee shall notify the Customer in writing of any intended rate increase at least thirty (30) days in advance. The Customer shall only have the right to terminate the Agreement if the price increase exceeds 15% in a single calendar year and is not based on inflation, the CBS index (Article 4.5), changes in cost price factors (Article 4.4), or legal/regulatory changes. Notice of termination must be given in writing within fourteen (14) days of the notification. If no such notice is given, the Customer shall be deemed to have accepted the revised rates.

4.7.               Any rate changes will be communicated by Speaksee to the Customer at least one month prior to the month in which the new rates become effective. Revised rates shall apply automatically unless the Customer exercises a valid right of termination in accordance with Article 4.6. Continued use of the Services after the effective date shall be deemed acceptance of the new rates.

 

5.                         PAYMENT

5.1.               Speaksee applies a payment term of 14 days from the invoice date. If the Customer fails to pay within this term, Speaksee will send a single payment reminder, which shall immediately constitute a notice of default. Speaksee will then provide the Customer with a new reasonable period of 7 days to make payment. Upon expiry of this period, the Customer shall be in default by operation of law. Partial payments shall not suspend the default status of the Customer nor be deemed as acceptance by Speaksee unless explicitly confirmed in writing. Speaksee reserves the right to apply any partial payment first to outstanding costs, then to accrued interest, and finally to the principal sum.

5.2.               Upon default, the Customer shall owe interest of 5% per month (or part thereof, which shall be considered a full month) on the outstanding amount, without prejudice to Speaksee’s right to full performance and/or compensation. This provision expressly deviates from Article 6:92 of the Dutch Civil Code. The interest referred to in this article shall accrue daily and be compounded monthly.

5.3.               If the Customer is in default of payment of any amount due, Speaksee shall also be entitled to reimbursement of extrajudicial collection costs. These costs are set at 15% of the amount due, with a minimum of EUR 250, thereby deviating from Article 6:96(4) of the Dutch Civil Code and the Decree on compensation for extrajudicial collection costs. Speaksee shall be entitled to claim all actual legal and extrajudicial costs incurred in recovering amounts due, including legal fees, bailiff costs, and costs for internal resources allocated to debt recovery, regardless of whether legal proceedings are initiated.

5.4.               Notwithstanding the payment term specified in Article 5.1, Speaksee may require advance payment. Speaksee may also require advance payment after the Agreement has been concluded, but before the Products and/or Services have been delivered. Speaksee shall not be obligated to commence or continue delivery of Products or Services until full prepayment has been received. Any delivery times stated shall be extended by a duration equal to the Customer’s delay in providing the required advance payment.

5.5.               If the Customer has authorized Speaksee to collect payments by direct debit, such authorization shall remain valid for the duration of the Agreement.

5.6.               Termination of the direct debit authorization must be made in writing, with a notice period of at least 30 days. Termination of the authorization shall not release the Customer from any existing or future obligations under the Agreement, and may entitle Speaksee to suspend or terminate the Services with immediate effect, without prejudice to its right to claim full payment.

5.7.               The same terms and conditions set out in these general terms apply to payments made by direct debit as to payments by standard invoice.

5.8.               If a direct debit fails, Speaksee will attempt a second direct debit within 14 days. If the second attempt also fails, Speaksee shall be entitled to suspend access to the Products or Services with immediate effect and charge an administrative fee of EUR 150 per failed transaction. Reinstatement of access shall be at Speaksee’s sole discretion and subject to full settlement of all outstanding amounts.

5.9.               Any objections to the content or amount of an invoice shall not suspend the Customer’s payment obligation. Objections must be submitted in writing, substantiated, and received by Speaksee within seven (7) calendar days of the invoice date. Objections submitted thereafter shall be deemed inadmissible and shall not affect the enforceability of the invoice.

5.10.         The Customer shall not be entitled to suspend any payment obligation or invoke any right of set-off, deduction, or counterclaim, unless such right has been recognized by Speaksee in writing or has been established by a final and binding court judgment.

5.11.         Failure by Speaksee to enforce any payment obligation under these terms shall not constitute a waiver of its right to do so at a later time.

 

6.                         DELIVERY

6.1.               All delivery and performance periods stated by Speaksee for the supply of Products or Services are indicative only and shall never be regarded as strict or fatal deadlines, unless explicitly agreed otherwise in writing. Exceeding such periods shall not entitle the Customer to compensation, suspension, or termination.

6.2.               The Customer is obligated to accept the Products or Services at the time they are made available. If the Customer refuses or fails to accept the Products or Services at the agreed time, Speaksee shall be entitled to store the Products at the Customer’s risk and expense, including storage, insurance, and handling costs, without prejudice to Speaksee’s right to full payment.

6.3.               In the event of any delay beyond a delivery period communicated by Speaksee, Speaksee shall inform the Customer as soon as reasonably possible. Speaksee shall under no circumstances be liable for any direct, indirect, consequential, or incidental damages, including loss of profit or business, resulting from or related to any delay in delivery or performance, regardless of the cause.

6.4.               Shipment and transport from Speaksee to the Customer shall be at the Customer’s risk. Speaksee reserves the right to deliver Products or Services in separate parts. Risk of loss, damage, or deterioration shall transfer to the Customer at the time of shipment, regardless of whether Speaksee arranges or pays for transport. Speaksee may at its discretion make partial deliveries, which may be invoiced separately and must be paid as if they were independent transactions.

6.5.               If the Customer fails to pay any amounts due (on time), Speaksee reserves the right to suspend the performance, delivery of Products or Services, and/or any other obligation until all amounts due to Speaksee have been paid in full, without prejudice to any other rights under the Agreement or applicable law. In such case, Speaksee shall also be entitled to charge interest and storage or handling fees, and to require prepayment or security before resuming delivery. Suspension shall not affect Speaksee’s right to terminate the Agreement or claim damages.

6.6.               All deliveries are subject to availability. Speaksee shall not be liable for failure or delay in delivery due to force majeure or circumstances beyond its reasonable control, including but not limited to supplier delays, government action, or transport disruptions. Speaksee reserves the right to substitute equivalent Products or components if the agreed Products are unavailable.

6.7.               For the purposes of delivery tracking, shipment confirmation, and receipt of Products or Services, Speaksee’s administrative records and shipping documentation shall serve as conclusive evidence, unless the Customer proves otherwise with written and dated evidence.

 

7.                         RETENTION OF TITLE

7.1.               All Products delivered by Speaksee shall remain the property of Speaksee until all claims Speaksee has or may acquire against the Customer under Agreements for the supply of Products and/or Services (including related costs such as collection fees and interest) have been paid in full. The retention of title shall extend to any new goods created from or incorporating the Products, and to any claims Speaksee obtains due to resale of the Products by the Customer. The retention of title shall remain in effect even if the Products are transformed, combined, or integrated into other Products.

7.2.               Until full transfer of title, the Customer is strictly prohibited from selling, pledging, leasing, encumbering, or otherwise disposing of the Products, except with prior written consent from Speaksee and only in the ordinary course of business. The Customer bears all risks relating to the Products from the moment of delivery, including loss, theft, damage, or destruction.

7.3.               The Customer shall be required to store all Products subject to retention of title with due care. The Customer shall mark all Products subject to retention of title as the property of Speaksee and shall keep them separate from other goods. Upon first request, the Customer shall allow Speaksee or its representatives access to its premises to inspect or reclaim such Products. The Customer shall be obligated to insure the Products at full replacement value against fire, theft, and damage, and upon request, provide evidence of such insurance.

7.4.               If the Customer fails to comply with its obligations, Speaksee shall be entitled to immediately reclaim the Products to which it retains title, without any prior notice or judicial intervention, and without prejudice to Speaksee’s right to claim additional damages. The Customer hereby grants Speaksee and its representatives irrevocable access to all premises where such Products are located

 

8.                         SECURITY

8.1.               The Customer agrees to provide, upon first request by Speaksee, additional security for its payment obligations to Speaksee. The security required may include, but is not limited to, advance payments, bank guarantees, personal guarantees, surety bonds, or other forms of collateral. Failure to provide the requested security within the period set by Speaksee shall constitute a breach entitling Speaksee to suspend or terminate the Agreement with immediate effect, without any obligation to compensate the Customer.

8.2.               If the Customer is a legal entity, the signatory to this Agreement on behalf of the Customer shall also be deemed to have assumed joint and several personal liability for all obligations of the Customer under this Agreement. This personal liability forms an integral part of the Agreement and extends to all current and future obligations of the Customer to Speaksee. The Customer shall ensure that the signatory has the legal capacity and authorization to bind the legal entity and accept joint and several liability. Speaksee may at any time request written confirmation or proof of such authority, and absence thereof shall not limit the signatory’s liability.

8.3.               Speaksee reserves the right to periodically reassess the financial standing of the Customer and to require additional or substitute security if circumstances have changed. Failure to provide such security shall entitle Speaksee to suspend its obligations or terminate the Agreement without liability.

 

9.                         CANCELLATION, TERMINATION AND RENEWAL

9.1.               Agreements for the supply of Products cannot be cancelled by the Customer. Cancellation shall only be possible with the prior written consent of Speaksee and under conditions to be determined solely by Speaksee, which may include full payment of the order value and additional compensation for damages, costs, and loss of profit.

9.2.               Agreements for the provision of Services shall remain in force for the term specified in the Agreement. The Customer may only terminate the Agreement by providing written notice no later than three (3) months before the end of the Agreement’s term. Early termination by the Customer shall not release the Customer from any payment obligations and shall entitle Speaksee to charge the remaining contractual amount in full, without prejudice to its right to claim further damages.

9.3.               In the event of early termination contrary to the provisions of Clause 9.2, the Customer shall remain fully liable for payment of all fees due under the Agreement for the remainder of the term, as well as any additional costs or damages incurred by Speaksee as a result of such premature termination, including administrative, operational, and legal expenses.

9.4.               Speaksee shall be entitled to terminate or dissolve the Agreement(s), in whole or in part, without prior notice of default and without being liable for any damages or warranty, in the event:

•         The Customer files for or is granted suspension of payment, or is declared bankrupt;

•         The Customer becomes subject to insolvency, debt restructuring, administration, guardianship, or comparable measures;

•         (Execution) attachment is levied on part or all of the Customer’s assets;

•         The Customer’s business is liquidated, sold, or undergoes a change of control;

•         The Customer fails to comply with any of its obligations under the Agreement in a timely or proper manner; or

•         Any circumstance arises that, in the reasonable opinion of Speaksee, poses a material risk to the fulfilment of the Customer’s obligations.

This is without prejudice to Speaksee’s rights under applicable law.

9.5.               Speaksee shall further be entitled to suspend its performance under the Agreement, including the provision of Products or Services, with immediate effect and without liability, if the Customer breaches or is at risk of breaching any provision of the Agreement, including late payment or failure to provide required security. Such suspension shall not affect Speaksee’s right to full payment, termination, or damages.

9.6.               The Customer shall not be entitled to terminate the Agreement based on alleged non-performance by Speaksee unless the Customer has first issued a written notice of default, granted Speaksee a reasonable period to remedy the alleged breach, and Speaksee has failed to cure the breach within that period.

 

10.                   COMPLAINTS

10.1.         Complaints regarding delivered Products and/or Services must be submitted to Speaksee in writing within 14 days of discovery. The complaint must contain a detailed and substantiated description of the alleged defect, supported by written evidence, photos, and/or other relevant documentation, to enable Speaksee to assess the validity of the complaint. Speaksee shall not be obligated to process any complaints that are incomplete, vague, or unsubstantiated.

10.2.         The Customer must submit any objections to the content or number of invoices in writing to Speaksee within 14 days. Objections submitted after this period shall be inadmissible. Payment of any invoice, even partially, shall be deemed as acceptance of the invoice in full.

10.3.         Failure to submit a timely complaint shall result in the Customer forfeiting the right to repair, replacement, or compensation. In such event, the Customer shall be deemed to have irrevocably accepted the delivered Products and/or Services as compliant with the Agreement and shall forfeit all rights to claim repair, replacement, termination, or damages.

10.4.         Returns will only be accepted if the Product is defective to such an extent that return is justified and provided the requirements of clause 10.1 are met. Products must be returned undamaged (except for the defect), in their original packaging, and in accordance with the return procedure communicated by Speaksee. Speaksee reserves the right to charge a restocking fee of 15% of the original purchase price for returned Products, unless otherwise agreed. Shipping costs and risk of transport during return shall be borne entirely by the Customer.

10.5.         Any determination of a defect by the Customer shall be subject to independent confirmation by Speaksee. Speaksee’s technical assessment shall be binding unless the Customer demonstrates manifest error through independent expert evidence accepted by Speaksee.

10.6.         Filing a complaint or return request does not suspend or affect the Customer’s obligation to make full and timely payment of any invoice, unless Speaksee explicitly confirms otherwise in writing.

10.7.         Speaksee’s receipt or processing of a complaint or return shall in no case be deemed as an acknowledgment of liability or acceptance of the Customer’s claims.

 

11.                   WARRANTIES

11.1.         Speaksee offers a warranty period of eighteen (18) months from the date of delivery for Products it has supplied, covering material and manufacturing defects. Speaksee’s obligation under this warranty is strictly limited, at its sole discretion, to either repairing or replacing the defective Product or component. The Customer shall not be entitled to any alternative remedy, including price reduction, cancellation, or damages.

11.2.         Speaksee provides support for Services delivered for a period of 18 months following delivery. The accuracy of the Transcriptions shown is not guaranteed. The accuracy, reliability, or availability of any Transcription output is expressly not guaranteed. Use of the Services is at the Customer’s own risk and should not be relied upon for critical decision-making or legal purposes.

11.3.         The costs of repair or replacement of the Product shall be borne by Speaksee, provided the defect falls within the scope of the warranty and is not excluded. All other costs—including, but not limited to, disassembly, reinstallation, transport, travel, accommodation, shipping, diagnostics, and downtime—shall be borne by the Customer and are expressly excluded from warranty coverage.

11.4.         If Speaksee replaces (part of) the Product under this article, the replaced item shall become the property of Speaksee. The replaced (part of the) Product must be returned to Speaksee carriage paid. Failure to return the replaced Product within fourteen (14) days of Speaksee’s request may result in additional charges equal to the replacement value.

11.5.         If the Product includes components not manufactured by Speaksee, the warranty shall not exceed the scope, duration, and conditions granted by Speaksee’s supplier. Speaksee does not assume any independent liability for such components.

11.6.         Speaksee shall use commercially reasonable efforts to minimize unscheduled downtime; however, no guarantee is given as to continuous availability of the Services unless expressly agreed in the SLA.

11.7.         Warranty under these general terms and conditions is granted only on the condition that the Customer has fully and timely fulfilled all its contractual obligations toward Speaksee, including but not limited to payment. Any breach by the Customer—whether related to payment, use, maintenance, or security—shall automatically suspend or void warranty coverage.

11.8.         In the event of repairs, the warranty period shall not be extended. If the Product is completely replaced, a new 18-month warranty period shall begin as of the delivery date of the replacement Product. Under no circumstances shall repairs or investigations performed by Speaksee result in a suspension or renewal of the original warranty period, except as expressly agreed in writing.

11.9.         The warranty shall be void if the Customer acts contrary to the instructions for use and maintenance provided by Speaksee or included in the accompanying manual (including failure to perform updates), acts improperly, or makes modifications, additions, or repairs during the warranty period without prior written consent. Warranty claims are also excluded where the defect is caused by wear and tear, improper storage, use in unsuitable conditions (e.g., excessive heat, humidity, dust), use with incompatible Software or accessories, or third-party tampering. Warranty claims are also excluded in the event of force majeure as described in Article 13 or where fulfilment would be unreasonably burdensome for Speaksee.

11.10.  All warranty claims must be submitted in writing to Speaksee within seven (7) days after discovery of the defect. The Customer must include a detailed description of the defect and provide supporting evidence. Speaksee may require the Customer to return the Product at its own cost for inspection. Failure to comply with this procedure may result in rejection of the claim.

 

12.                   LIABILITY

12.1.         Speaksee shall not be liable for any damages, losses, or costs of any nature whatsoever, except in the case of damage directly and exclusively caused by Speaksee’s willful misconduct or deliberate recklessness, to be proven by the Customer with conclusive evidence. Negligence, gross negligence, or breach of contract shall not be deemed sufficient to establish liability unless otherwise required under mandatory law.

12.2.         Any contractual, extra-contractual, or statutory liability of Speaksee is strictly limited to direct damages only. Speaksee shall under no circumstances be liable for any indirect, consequential, punitive, special, or incidental damages, including but not limited to loss of profit, loss of business, missed savings, loss of data, damage to reputation, interruption of operations, or claims of third parties—even if Speaksee was informed of the possibility of such damages.

12.3.         Any liability of Speaksee, whether contractual, tortious, or otherwise, shall in all cases be limited to the amount actually paid out under Speaksee’s applicable liability insurance policy for the specific incident. If, for any reason, no payment is made under the insurance, Speaksee’s liability shall be limited to the amount invoiced for the relevant Product or Service, with a maximum of EUR 5,000 per incident and EUR 10,000 in aggregate.

12.4.         Speaksee shall not be liable for any failure or delay in performance due to force majeure or the acts or omissions of third parties engaged by the Customer or Speaksee, including suppliers, subcontractors, telecom providers, or hosting Services.

12.5.         The Customer shall indemnify, defend, and hold harmless Speaksee, its affiliates, directors, employees, and subcontractors against any and all claims, damages, costs, and liabilities (including reasonable legal fees) arising out of or in connection with the Customer’s breach of the Agreement, misuse of the Products or Services, or violation of any applicable law.

12.6.         Any liability of Speaksee shall be non-cumulative. The existence of multiple claims shall not increase Speaksee’s aggregate liability. Speaksee’s investigation of a complaint or its offer to repair or replace a Product shall in no way be construed as an acknowledgment of liability.

 

13.                   FORCE MAJEURE

13.1.         Speaksee reserves the right to suspend the performance of any of its obligations—whether temporarily or permanently—without liability, in the event of force majeure, in accordance with the provisions of Article 13.2. Such suspension may apply to all or part of the Agreement, at Speaksee’s sole discretion, and shall not entitle the Customer to terminate the Agreement or claim any form of compensation.

13.2.         Force majeure shall include any event or circumstance beyond the reasonable control of Speaksee that prevents, hinders, or delays the performance of its obligations under the Agreement, even if such event could have been foreseen at the time the Agreement was concluded.

Events constituting force majeure shall include, but are not limited to: natural disasters, extreme weather conditions, pandemics or epidemics, public health emergencies, government-imposed restrictions, war, terrorism, strikes (including within Speaksee or its suppliers), failure or delay of suppliers or subcontractors, cyberattacks, power outages, internet failures, disruption of transport or logistics chains, fire, flood, explosion, civil unrest, changes in applicable laws or regulations, or any other event beyond Speaksee’s reasonable control.

Force majeure shall also include any situation in which the cost or burden of performance has increased to such an extent that performance would be unreasonable or commercially impracticable.

13.3.         If the suspension referred to above continues for more than three (3) months—or if Speaksee reasonably expects the situation to continue for that period—Speaksee shall be entitled to terminate the Agreement, in whole or in part, with immediate effect, by written notice to the Customer. Such termination shall not entitle the Customer to any compensation, refund, or damages. Speaksee shall retain the right to invoice the Customer for all work performed and Products delivered prior to the date of termination.

13.4.         In the event of force majeure, Speaksee shall not be required to obtain alternative sources of supply, Services, or personnel, nor shall it be obligated to perform its obligations in part or under modified conditions. The Customer hereby waives any right to demand substitute performance.

 

14.                   INTELLECTUAL PROPERTY

14.1.         All intellectual property rights arising from the Agreement with Speaksee shall remain the property of Speaksee. All intellectual property rights shall belong exclusively to Speaksee, unless otherwise agreed in writing with the Customer. If a deed is required for the transfer of intellectual property rights to Speaksee – including copyrights – the Customer hereby grants prior consent for such transfer and execution of the necessary deed. Speaksee shall retain all rights to any information, methods, formulas, techniques, processes, systems, and Software developed by or on behalf of Speaksee and made available or disclosed to the Customer. The Customer shall not acquire any rights of ownership, license, or use except as expressly granted in writing. Any use of Speaksee’s intellectual property by the Customer beyond the permitted scope shall constitute a material breach. All intellectual property rights granted under the Agreement are non-exclusive, non-transferable, and revocable by Speaksee at any time upon written notice. The Customer shall refrain from registering, claiming, or disputing any such rights, either directly or through third parties.

14.2.         All documents and Products provided by Speaksee, including but not limited to advice, Agreements, designs, and prototypes, are intended solely for the use of the Customer and may not be reproduced, altered, disclosed, or shared with third parties without prior written consent from Speaksee. Speaksee reserves the right to audit the Customer’s compliance with this clause upon reasonable notice. Any unauthorized use, disclosure, or distribution shall entitle Speaksee to immediate injunctive relief and full compensation for damages, including legal costs and reputational harm. The Customer shall indemnify and hold harmless Speaksee for all third-party claims arising from unauthorized use of Speaksee’s materials.

14.3.         The Customer is expressly prohibited from decompiling, reverse engineering, disassembling, or otherwise attempting to derive the source code, structure, or underlying ideas of any Product, Software, or system provided by Speaksee. The Customer shall not circumvent any technical protections or licensing mechanisms. Breach of this provision shall entitle Speaksee to immediate termination of the Agreement and full damages.

 

15.                   PRIVACY

15.1.         Speaksee undertakes to process Personal Data in its possession in accordance with the General Data Protection Regulation (EU) 2016/679 (GDPR). More information about how Speaksee handles Personal Data is provided in its Privacy Policy, which is attached as an annex to this document and available on its website, speak-see.com. The Privacy Policy forms an integral part of these general terms and conditions. Speaksee shall act as Data Controller or Data Processor as defined under the GDPR, depending on the nature of the processing. The Customer remains solely responsible for its own compliance with data protection obligations where it acts as Controller. Speaksee disclaims any liability for processing performed on behalf of or at the request of the Customer unless arising from Speaksee’s proven willful misconduct.

15.2.         Upon termination of the Agreement, or earlier upon completion of the Services, the Customer may instruct Speaksee within thirty (30) days to return all Personal Data and/or delete all copies thereof. Speaksee shall confirm in writing that such deletion has taken place, unless applicable EU or member state law, contractual obligations, security protocols, or legitimate interests prohibit such return or deletion. In such case, Speaksee shall continue to safeguard Personal Data in accordance with its obligations. Speaksee shall not be required to delete anonymized or aggregated data used for Service improvement or statistical purposes.

15.3.         The Customer shall indemnify and hold harmless Speaksee against all claims, fines, or damages resulting from the Customer’s failure to comply with applicable data protection laws. Speaksee’s obligation to notify the Customer of any data breach shall apply only where such breach is reasonably likely to result in a high risk to the rights and freedoms of the Data Subjects concerned and shall not include minor or non-material incidents.

 

16.                   AMENDMENT OF THESE TERMS AND CONDITIONS

16.1.         Speaksee reserves the right to unilaterally amend these general terms and conditions at any time. Such amendments shall also apply to existing Agreements with Customers. Speaksee shall notify the Customer of material amendments in writing or by electronic means, at least fourteen (14) days in advance of their effective date.

If the amendment materially and demonstrably disadvantages the Customer, the Customer may terminate the Agreement by providing written notice within fourteen (14) days of receipt of the notification. Speaksee shall have the right, during that same 14-day period, to elect to continue the Agreement under the unamended version of the terms, in which case the Customer’s termination shall lapse.

Non-material or legally required changes shall not entitle the Customer to terminate the Agreement. Continued use of the Products or Services after the effective date of any amendment shall be deemed acceptance of the amended terms.

16.2.         All notices under this article, including those regarding amendments to the general terms and conditions, may be provided by Speaksee through email, platform notification, or publication on its website. The Customer is responsible for ensuring its contact details are up to date and for monitoring relevant communications. Failure to review such communications shall not invalidate their legal effect.

 

17.                   APPLICABLE LAW

17.1.         All Agreements, engagements, and work performed by Speaksee shall be governed exclusively by Dutch law. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded. This choice of law applies regardless of the Customer’s domicile, the place of performance, or the nature of the dispute, including tort claims.

17.2.     All disputes, claims, or proceedings arising out of or in connection with the Agreement, these terms, or any related matters shall be submitted exclusively to the competent court Rotterdam. This forum shall have exclusive jurisdiction, and the Customer expressly waives the right to bring proceedings in any other forum. Speaksee, however, reserves the right to bring claims in the courts of the Customer’s jurisdiction or any other forum of its choosing.

 

These general terms and conditions have been published on Speaksee’s website (www.speak-see.com) and filed with the Dutch Chamber of Commerce.