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

Please find the official and updated Speaksee Privacy Policy on Speaksee's website: https://speak-see.com/pages/privacy-policy