Speaksee´s terms and conditions

GENERAL TERMS AND CONDITIONS

SPEAKSEE B.V.

Please note: The following conditions apply only to consumer purchases.

1. Definitions

1.1 In these conditions Speaksee B.V. uses the following terms in the sense included below:

Speaksee                             Speaksee B.V. , established in Rotterdam and registered in the trade register of the Chamber of Commerce under number: 70051224.

Customer                              The natural person(s), not acting on behalf of a business or profession, who requests Speaksee to make an offer and/or has entered into an agreement with Speaksee.

Product(s)                            All equipment and accessories delivered or to be delivered      by Speaksee for Customer;

Service(s)                              All services provided by Speaksee, including use of the applications, support, (emergency) repairs or updates with respect to the Products delivered or to be delivered by Speaksee.

2. Agreements between Speaksee and the Customer

2.1 These terms and conditions apply to all current and future services, agreements, quotations and accepted assignments of Speaksee. Speaksee is not bound by any of the Customer's general terms and conditions and their applicability is hereby expressly rejected to the extent necessary. Deviations from these Terms and Conditions will only apply if Speaksee has confirmed such deviations in writing.

2.2 If the agreement between Speaksee and the Customer deviates from these terms and conditions, then the agreements made in the agreement between Speaksee and the Customer will apply.

2.3 Speaksee is permitted to change the terms and conditions subject to clause 16 of these terms and conditions. The amended terms and conditions also apply to existing agreements between Speaksee and its Customers.

2.4 Speaksee will always endeavour to execute the agreement with Client to the best of its insight and ability.

3. Offers and conclusion of agreements

3.1 All quotations and offers of Speaksee, whether oral, written or electronic, are without obligation, unless Speaksee has explicitly set a term for acceptance.

3.2 Speaksee's quotations and offers are always based on information provided by the Customer. Customer guarantees that this information is correct. An agreement with Speaksee for the provision of Products or Services is concluded by written or electronic confirmation from Speaksee.

4. Prices and rates

4.1 All prices and rates as communicated by Speaksee include VAT, packaging costs, other taxes, duties and/or levies (if any) levied on the Products and Services, but exclude delivery and transport costs, unless otherwise agreed in writing.

4.2 Speaksee's rates depend on the Services purchased by the Customer and are therefore either included in the quote or shown on Speaksee's website.

4.3 If one or more cost price factors undergo an increase after the date of conclusion of the agreement, Speaksee may increase the agreed price. This is the case, for example, if taxes are increased or prices for purchases for Speaksee increase substantially after the conclusion of the agreement. In the event of a price increase, the Client is entitled to dissolve the agreement.

5. Payment

5.1 Unless otherwise stipulated in the agreement or on Speaksee's website, Speaksee uses a payment term of 14 days for the payment of invoices.

5.2 If the Customer allows this payment term to expire unused, Speaksee will send the Customer a one-time payment reminder, which qualifies as a notice of default. Speaksee will also offer the Customer a new reasonable period of time to make payment. This reasonable term is always 7 days. After the expiry of these 7 days, the Customer is in default.

5.3 In the event of default, Customer will immediately forfeit interest equal to the statutory interest rate for non-trade transactions on the amount due, for each month (or part thereof, which equals a full month) that payment is not made, without prejudice to Speaksee's right to full performance and/or damages. This explicitly deviates from the provisions of article 6:92 of the Dutch Civil Code.

5.4 If the Client is in default of payment of a due and payable amount, Speaksee is also entitled to compensation of the extrajudicial collection costs. These costs will be determined in accordance with the Staffel Extrajudicial Collection Costs.

5.5 Contrary to the payment term as mentioned in article 5.1, Speaksee may require payment of 50% of the (purchase) price in advance. Speaksee may also require such payment after the agreement has already been concluded, but the Products and/or Services have not yet been delivered.

5.6 The Customer shall not be entitled to set-off outside the powers vested in the Customer by law.

6. Delivery

6.1 All terms stated by Speaksee for Products or Services to be delivered by Speaksee are indicative. These are not fatal terms.

6.2 The Customer is obliged to purchase the Products or Services at the time they are made available to him.

6.3 If a term communicated by Speaksee is exceeded, Speaksee will inform the Customer as soon as possible. If the communicated term is exceeded by more than four weeks, the Customer will be entitled to cancel the purchase and the Customer will be entitled to a refund of the purchase price.

6.4 Shipping and transport from Speaksee to the Customer is at the risk of Speaksee. Risk is transferred upon receipt of the Products by the Customer or a third party designated by the Customer. Speaksee is permitted to deliver Products in different parts.

6.5 If the Customer fails to pay Speaksee the costs due (in a timely manner), Speaksee reserves the right to refuse performance, delivery of the Products or Services and/or any other performance until the Customer has paid all amounts due to Speaksee, without prejudice to (and not in lieu of) any other rights under the law or the agreement.

7. Retention of title

7.1 All Products delivered by Speaksee will remain the property of Speaksee until all claims which Speaksee has or may acquire against the Customer pursuant to agreements for the delivery of Products and/or Services (including any related (collection) costs and interest) have been paid in full.

7.2 Customer shall not be entitled to use, sell, deliver or otherwise dispose of the Products other than in the normal course of its business and for its normal purpose prior to such transfer of ownership.

7.3 Customer is obliged to store the Products delivered under retention of title with care.

8. Reflection time and revocation

8.1 The Customer may dissolve an agreement relating to the purchase of a Product for a period of 14 days without giving reasons.

8.2 The cooling-off period of 14 days starts on the day of receipt of the last Product of the order. The Customer has received the Product if it has been received by the Customer himself or by a parcel collection point or if the Product has been received by a third party designated by the Customer.

8.3 The Customer can dissolve a contract for the purchase of one or more Services (expressly not including a contract for the supply of digital content that is not supplied on a material carrier, which Services are excluded from the right of withdrawal) for 14 days without giving reasons. This cooling off period commences at the time of the conclusion of the contract.

8.4 If the Customer wishes to exercise his right of withdrawal, he shall report this within the withdrawal period by means of the model withdrawal form which can be found on Speaksee's website.

8.5 If the agreement provides for delivery of a Product, Speaksee will provide the Customer with a return label prior to shipment. As soon as possible, but within 14 days from the day following the notification referred to in clause 8.4 by means of the model form, Customer will return the Product, including all delivered accessories, as far as reasonably possible in original condition and packaging.

8.6 During the cooling-off period, the Customer shall handle the Product and its packaging with care. He will only unpack or use the Product to the extent necessary to determine the nature, characteristics and operation of the Product, similar to an examination of the Customer in a physical store. Any use of the Product beyond that described in this paragraph will result in the Consumer being liable for any diminished value of the Product including its packaging. Speaksee may then deduct this amount from any refund made to Customer.
The risk and the burden of proof for the correct and timely exercise of the right of withdrawal lies with the Customer.

8.7 After Speaksee has received the Product(s) back from the Customer and if, after inspection by Speaksee, it appears that the Customer has complied with the provisions of Clause 8.6, Speaksee will return the purchase amount to the Customer within 14 days.

9.Termination and cancellation, tacit renewal

9.1 Contracts for the supply of Products cannot be cancelled by the Customer.

9.2 Agreements for the provision of Services have a term as stated in the agreement between Speaksee and the Customer. The Customer may terminate the agreement by giving written notice with due observance of a notice period of one month. If notice of termination is not given, the agreement between Speaksee and the Customer will be tacitly renewed, each time for a period of three months.

9.3 In that case:

- Customer does not fulfil its obligations under the agreement, or does not fulfil them on time or properly;

- the bankruptcy of the Client is declared by the Client or is applied for by one or more of the Client's creditors, or the Client is admitted to the Natural Persons Debt Rescheduling Act; or

- the Client otherwise loses the free disposal of all or part of his assets and/or income (or is placed under guardianship or administration or the debt rescheduling becomes applicable);

Speaksee has the right to terminate or (partially) terminate the agreement(s) without prior notice of default, at its option, without being liable to pay any compensation or warranty and without prejudice to Speaksee's rights. Speaksee is entitled to immediately deny access to the Services in the event of termination or dissolution.

10. Complaints

10.1 Complaints about delivered Products and/or Services must be reported in writing by the Customer to Speaksee within two months after discovery. The complaint must contain as detailed a description of the shortcoming as possible, so that Speaksee is able to respond adequately. Complaints may be submitted by means of a standard form which will be made available on Speaksee's website.

10.2 The Customer is obliged to notify Speaksee in writing within 14 days of any objections to the amount or content of any invoice issued by Speaksee.

10.3 If the Customer does not complain in time, it will no longer be entitled to delivery of the missing item, repair or replacement.

10.4 Returns will only be accepted if the Product is defective to such an extent that the defect justifies the return and if the provisions of article 10.1 have been complied with. Except for the defect, the Products must be undamaged and returned in their original packaging.

11. Warranty

11.1 Speaksee provides a two (2) year warranty on the delivered Products for defects in materials and workmanship, which means that Speaksee will, at its expense, repair or - if Speaksee deems it necessary - replace the faults in the delivered Products.

11.2 Speaksee provides support for the Services it provides for a period of two (2) years after delivery. The correctness of the transscriptions shown is not guaranteed.

11.3 The costs for repair or replacement of the delivered goods are at the expense of Speaksee.

11.4 In the event Speaksee replaces (parts of) the delivered goods pursuant to this Article 11, the replaced part will become the property of Speaksee. The replaced (part of the) delivered goods must be returned (carriage paid) to Speaksee.

11.5 If Speaksee delivers parts which are not manufactured by Speaksee itself, Speaksee will not provide more warranty than the warranty provided by its supplier, subject to the term of Clause 11.1.

11.6 The warranty is provided subject to the condition that Customer has fulfilled all its obligations to Speaksee.

11.7 In case of repair, the warranty period will not be extended. In case of a complete replacement of the delivered Product, a new warranty period of 2 years will start from the moment the Product is delivered by Speaksee.

11.8 Warranty will be void if Customer acts contrary to the instructions for use and maintenance (including failure to perform updates) set forth in the accompanying manual or given by Speaksee, acts inexpertly, or if Customer makes changes, additions and/or repairs on its own initiative during the warranty period. Also, in case of force majeure as referred to in clause 13, no warranty can be invoked. Speaksee will not be liable for any loss or damage caused by circumstances beyond Speaksee's control which may make it impossible or impractical for Speaksee to perform its obligations under this agreement.

12.Liability

12.1 Speaksee is not liable for damages, unless there is intent or deliberate recklessness.

12.2 Any (extra)contractual liability of Speaksee is always limited to direct damages. In other words, Speaksee is never liable for indirect damage or consequential damage or other indirect damage such as loss of turnover or profit.

12.3 Any (extra)contractual liability of Speaksee is further limited to the amount paid out by Speaksee's liability insurer.

13.Force majeure

13.1 Speaksee reserves the right to suspend the fulfilment of its obligations in the event of force majeure, subject to the provisions of clause 13.2.

13.2 Force majeure shall in any case be deemed to exist if as a result of any circumstance Speaksee cannot reasonably be expected to (any longer) fulfil its obligation, even if such circumstance was foreseeable at the time of acceptance of the agreement. Force majeure includes (but is not limited to): storm damage and other natural disasters, exclusions, call-up or threat of war, illness of irreplaceable employees, force majeure and/or non (timely) performance by the supplier(s) of Speaksee, fire and other accidents in the company as well as all measures taken or issued by the government and in general all circumstances beyond the control of Speaksee.

13.3 If the aforementioned suspension has lasted longer than one (1) month or can be foreseen by Speaksee to last longer than one (1) month, both Speaksee and the Customer are entitled to (partially) terminate the agreement.

14. Intellectual property

14.1 The intellectual property rights resulting from the agreement with Speaksee become and remain the intellectual property of Speaksee. If for the acquisition of intellectual property rights by Speaksee - including copyrights - a further deed is required, the Customer now agrees to transfer the created copyrights and record them in a deed. Speaksee is and will remain the owner of all rights relating to information, methods, formulas, techniques, processes, systems and programs developed by or for Speaksee and made available or communicated to the Customer.

14.2 All documents and Products provided by Speaksee, such as advice, agreements, designs, prototypes, etc., are solely intended to be used by the Customer and may not be reproduced, modified, made public or disclosed to third parties without the prior written consent of Speaksee.

15. Privacy

Speaksee endeavours to process the personal data it holds in accordance with the General Data Protection Regulation (EU) 2016/679. More information on how Speaksee handles personal data is included in Speaksee's Privacy Statement, as attached to this document and as displayed on its website, speak-see.com. The privacy statement forms part of these general terms and conditions.

16. Amendment of these general terms and conditions

Speaksee may unilaterally amend these terms and conditions. The amended terms and conditions also apply to existing agreements between Speaksee and its Customers. In the event of amendment of any essential terms and conditions to the detriment of the Customer, the Customer is entitled to terminate the agreement with Speaksee without any costs or compensation within 14 days after Speaksee has informed the Customer of the new General Terms and Conditions. The notice period to be observed by the Customer is in this case 14 days.

17. Applicable law

17.1 All agreements, assignments and activities of Speaksee are exclusively governed by Dutch law. The applicability of the Vienna Sales Convention is excluded.

17.2 Disputes will be submitted to the competent court of the District Court of Rotterdam, location Rotterdam.

These general terms and conditions are published on the website of Speaksee B.V.

(www.speak-see.com) and filed in the trade register at the Chamber of Commerce.

SPEAKSEE´s PRIVACY STATEMENT

SPEAKSEE SERVICES

 Last updated: 21-08-2020

GENERAL

This is the Privacy Statement of Speaksee related to Speaksee services. Our services consist of a speech-to-text transcription microphone kit for physical meetings and desktop transcription software (Speaksee AutoCaption) for digital meetings. This Privacy Statement explains how we deal with personal information that we receive when you make use of one of our services.

We commit to your privacy and ensure that any personal information we process will be protected and treated confidentially. We appreciate that you trust us with your information, and we will do everything we can to not damage this trust. In this text we would like to explain what personal information we collect from you and for what exact purposes we use your information.

If you have any question related to your privacy or this Privacy Statement in particular, please contact us at hello@speak-see.com.

1. WHAT INFORMATION WE COLLECT AND FOR WHAT PURPOSES?

When you make use of (one of) our services, we may collect your information in order to deliver our services and improve these services to provide a better experience to you. We receive your information because you directly provide it to us or because our systems collect this from you. We only collect certain information if you are a Customer of our services (a Customer is the person or company that signs up for our services and has an account with Speaksee) or if a Customer uses our services for a conversation with you, for which the Customer will notify you either verbally or by handing out a microphone to you.

Below you find more details about the information we process, and for what purposes we use it:

1. Account information

If you are our Customer, we receive information about you to provide you our transcription services. In particular, when you sign up for our Speaksee services, we will process your contact details such as name, address and country of residence. When you create or use an account for Speaksee, we process your email address and encrypted password (which are not visible to us).

We use your account information to create a Customer account and to provide our transcription services to this account. In addition, we may use your contact details to provide important information about our services, such as changes and updates. We may also use this information to communicate with you, for example when you require support.

We process your contact details and account information on the basis of your consent. This means that when you sign up for a Speaksee account, you have to give your consent to the processing of your information. This is done by reading this Privacy Statement and checking a box to consent to our data processing when you sign up for a Speaksee account.

2.Spoken conversations whilst using the service

When you use our services, we process your speech for speech-to-text transcription. Spoken conversations will be captured when you use a microphone of the Speaksee microphone kit, or when you use the microphone of your device when you are using Speaksee AutoCaption.

We use your voice in order to provide transcription services to our Customers. In addition, we may use your voice to improve our services. This may mean that your voice is processed and temporarily stored for training algorithms that will improve the quality of the audio that is captured by Speaksee and/or the speech-to-text services, including speaker recognition.

We process your voice on the basis of legitimate interest to improve the service as well as consent to provide the service. We process voice data on the basis of our legitimate interest to do so, namely our legitimate business interest to provide our services and improve our services for the benefit of our Customers

Our Customers are required to ask users of a Speaksee microphone, or persons who are transcribed to text by Speaksee AutoCaption, for their Consent that their speech is processed and in some cases may be stored temporarily. We ensure that the voice data is deleted as soon as the speech data is not useful for training our algorithm anymore and won’t use this data for any other purposes.

3.Technical information and metadata

If you are a Customer, we collect information about your device, network and internet connection when you make use of our Speaksee services. Information that may be processed include: IP address, operating system details (version number and hardware ID) and network metrics (routes and latency).

We use this technical information to correctly provide our speech-to-text transcription services and to optimize your experience. We may also use this information to provide helpful technical support when you encounter issues with our services.

We process technical information on the basis of our legitimate interest to do so, namely our legitimate business interest to provide our services and improve our services for the benefit of our Customers and to provide technical support to our Customers.

2.HOW LONG WE PROCESS YOUR INFORMATION

We will retain your personal information no longer than is necessary for the purposes for which they are processed, unless we need to comply with legal obligations, in which case we might store your information for a longer period of time.  

Speech and speech-to-text transcripts are processed and stored for the duration of Speaksee sessions (which means until the Speaksee microphone kit is switched off or until the AutoCaption software is closed). When requested by our Customer, transcripts may be stored for their own benefit. In that case, we store speech transcripts for a longer duration indicated by the Customer. In some cases we may also store speech audio as well as transcripts for the purposes of improving our machine learning algorithms in order to improves our Services to our Customers. When this applies we will not retain the data after the algorithms have been trained and in any case this data will be deleted after one year.

Your account information and technical information and metadata regarding your device or the Speaksee conversation is retained for a maximum period of one year after the conversation took place.        

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 3.WITH WHOM WE SHARE YOUR INFORMATION

We will only share your personal data with third parties if this is necessary for the provision of our services and the improvement of these services. We will explicitly never sell your personal data to third parties. Currently, we use several third-party processors for the purpose of providing our speech-to-text services as well as providing storage and communication of information

 Furthermore, we may share your personal data with third parties as an exception if we have a legal obligation to do so. Currently, no such obligations are applicable to our services and thus we do not share any information with third parties based on this exception.

4.INTERNATIONAL DATA TRANSFERS

Speaksee and Speaksee servers are located in the European Union which means that your information will in principal be processed within the European Economic Area (European Union including Norway, Iceland and Liechtenstein). The third parties we work with may in certain cases transfer your information to countries outside the European Union. 

• Our third-party processors may transfer your information to the United States based on the Privacy Shield agreement, so that the privacy of your information is respected. You can find more information about the Privacy Shield
• Our third-party processors may process your information in other countries outside the European Economic Area based on where you are located. In these cases, standard contractual clauses of our third-party processors apply, which provide an adequate protection of your personal information.

5. YOUR RIGHTS

The General Data Protection Regulation (GDPR) applies to our processing of your information. Under the GDPR, when we process your information, you have certain rights as a Data Subject, namely the right to:

• Access the personal information that is held about you;
• Rectify any personal information that is held about you when it is inaccurate or incomplete;
• Erasure or deletion of any personal information that is held about you;
• Object to the processing of your personal information;
• Restrict the processing of your personal information to certain situations;
• Data portability of your personal information. This means that you have the right to receive your personal information in a structured, accepted and machine-readable format. You can also request to transfer your personal information to another Controller if the occasion arises.
• Withdraw consent

When Speaksee is the data Controller of your personal information, you can exercise any of these rights directly against us. In some cases, and for some purposes however, we process your personal information solely based on the instructions of our Customers who may be a business or educational institution, which means that we act as a data processor. In these situations, you can exercise your rights against our Customers. We can provide you with information about how to exercise your rights if this situation arises.

For more information on how to exercise your rights as a Data Subject, or to actually exercise one of your rights against us, please email us at hello@speak-see.com.

If you, as a Data Subject, have a complaint about the way we process your information, you have the right to file a complaint with the Autoriteit Persoonsgegevens (the Dutch Data Protection Authority). A complaint can be filed here.

6.SECURITY MEASURES

We take reasonable administrative, physical and electronic security measures that are designed to protect your information from unauthorised access, use, disclosure or any other form of unlawful processing of personal data. In particular, we make sure that all information on our hardware and software is encrypted to prevent unauthorised access. In addition, our Speaksee systems and databases are protected by means of employee access control. We have signed confidentiality agreements with all our employees to protect the confidentiality and integrity of your information.

7.CHANGES TO THIS STATEMENT

Speaksee has the right to update this Privacy Statement. Every change to this Privacy Statement will be announced on this page. Speaksee advices to regularly check this page if there are any updates to the Privacy Statement.

8.CONTACT DETAILS & COMPLAINTS

Our goal is to respect your privacy. If you have any questions or concerns about this Privacy Statement, please contact us by email at hello@speak-see.com.

Address:

Speaksee B.V.

Westblaak 7G

3012 KC ROTTERDAM

The Netherlands