Terms of use

Terms of use

Terms of use

Entry into force: April 29th 2024

 

1.     Purpose

pyannote SAS, (hereinafter the “Company”) has developed a speech recognition software program (hereinafter the “Solution”) allowing speaker diarization (hereinafter the “Services”).


The Solution is accessible via the platform https://pyannote.ai (hereinafter the “Platform”).

 

The Company licenses the Solution on-premises mode or via API to customers (hereinafter a “Customer”) wishing to use the Solution and the related Services.

 

Depending on Customer’s requirements, the Company may submit to the Customer one or several quotations (hereinafter referred to as a « Quotation »), specifying the terms and conditions of a user license of the Solution (hereinafter the “License”).

 

The purpose of these general terms and conditions is to define the terms and conditions allowing the Customer to use the Solution, as well as to define their rights and obligations within this context (hereinafter the “General Terms and Conditions”).

 

These General Terms and Conditions will prevail over any other general or specific terms and conditions not expressly approved by the Company.

 

2.     Manager of the Solution and Services, contact details

 

The Solution and the Services are managed by pyannote, a French simplified joint stock company (“Société par Actions Simplifiée”), under number 924837636 with the Registry of Trade and Companies of Toulouse, whose head office is located 2 ALLEE DE L'AUTAN, 31320 AUZEVILLE-TOLOSANE.

 

pyannote can be contacted, including for any claim, through any of the following channels:

 

Street Address: 2 ALLEE DE L'AUTAN, 31320 AUZEVILLE-TOLOSANE

Email address: hello@pyannote.ai

 

3.     Legal capacity


The Solution and the Services can be accessed by:

 

-          Any person having the full legal capacity to be bound by these General Terms and Conditions. Any person who does not have such full legal capacity may only access the Solution and the Services with the agreement of their legal representative.

 

-          Any entity acting through a person having full legal capacity to contract for and on behalf of the entity.


4.     Quotation and acceptance of the General Terms and Conditions

 

The acceptance of these Terms and Conditions occurs upon signing the Quotation and/or signing up directly on the Platform.

 

If required, a Quotation is drawn up before any Services are provided.

 

It describes all Services that the Company undertakes to provide to the Customer and the selected plan. Should the Customer request any additional Services, an additional Quotation must be drawn up. Unless otherwise stated, all Quotations issued by the Company are valid for 3 (three) months as of their date of issuance. If the Quotation is not approved by the Customer within this period, the Quotation will be considered null and void. The Customer must sign the Quotation to validate it and send it to the Company through any relevant channels, including by email.

 

Each express or implied validation of a Quotation, implies full acceptance of these General Terms and Conditions, in the version that was in effect on the date the Quotation was validated. Any qualified acceptance will be considered as null and void. Any Customer who does not accept to be bound by these General Terms and Conditions must not order Services from the Company.

 

 

5.     Contractual documents


The contractual documents are by decreasing order of priority and to the exclusion of any others:

 

-        The Quotation (if any);

-        The Pricing;

-        These General Terms and Conditions.

 

In the event of conflict between different Quotations, the provisions contained in the latest Quotation shall prevail.


 

6.     Absence of right of withdrawal


As the Services are effective immediately, the Customer is expressly informed that the right of withdrawal cannot be exercised in accordance with article L.221-28 of the French Consumer Code.



7.     Services


The Customer may use any of the Services as available on the Solution.

 

The Client may choose one or more options (confidence score, speaker identification, streaming, overlapping speech separation, etc.) as described on the Solution and/or the applicable Quotation.

 


8.     Term

 

The License and the Services are based on a “pay as you go” model.

 

The Customer shall pay for usage of the Services, in accordance with the terms of the Appendix 1 “Pricing”.



9.     Terms of the License


9.1.        Terms of use

 

The Company grants the Customer a personal, limited and non-exclusive License to use the Solution in accordance with the terms of these General Terms and Conditions.

 

It is the Customer’s responsibility to (a) maintain the confidentiality of passwords and account, (b) appoint the individuals with access to account and (c) to make sure that all activities of the account comply with the dispositions of these General Terms and Conditions.

 

The Customer therefore shall not, therefore:

 

-        Reproduce, arrange, adapt all or part of the Solution;

-        Use the results of the Solution or the Company know-how in order to train a similar or identical software program allowing speaker diarization without the intervention of the Company;

-        Use the results of the Solution or the Company know-how to create an unfair competition situation with the Company;

-        Proceed with any form of commercial exploitation of its personal account on the Solution with third parties;

-        Transfer, provide, lend, rent the Solution, grant sub-licenses or other rights of use, or more generally, communicate to a third party or an affiliate all or part of the Solution;

-        Integrate all or part of the Solution into any computer system or any other software solution other than those provided for in these terms.

 

The rights to use the Solution is granted to the Customer subject to the effective and integral payment of the price provided in article “Financial Conditions”.

 

The Customer agrees to make reasonable efforts to prevent any unauthorized use of the Services and to put an end to potential abuses. The Customer shall also keep the Company promptly informed should he/she detect any abusive use or any unauthorized access to the Solution.

 

The Customer agrees not to perform any of the following acts and to make reasonable efforts to ensure that no third party perform them either: (a) sale, resale, leasing, or any equivalent transfer of the Services to a third party, (b) attempting to reverse engineer the Services or any of their elements, (c) attempting to create a substituting or similar service via the use or access to the Services or the Solution, (d) to use the Services for highly hazardous activities, (e) to use the Services to store, transfer or index data whose exportation is subject to the rules regarding the control of exports or (f) to use the Services for contents which are prohibited by French law or by any regulation in force in the country where the Solution is used, or for contents that may lead to the liability of the Company under French law or by any regulation in force in the country where the Solution is used.

 

 

9.2.        Prohibited behavior

 

It is strictly prohibited to use the Services and the Solution to the following ends:

 

-        Carrying out activities that are unlawful, fraudulent or infringe on the rights or the security of others,

-        Violating public order or any local policy or laws,

-        Hacking into the computer system of a third party or any activity aimed to harm, control, interfere or intercept all or part of a third party's computer system, violating its integrity or its security,

-        Sending unsolicited emails and / or prospecting or commercial solicitation,

-        Using the Solution for the release of information or links to third party websites,

-        Assisting or inciting, in any manner or form whatsoever, the carrying out of one or several of the actions or activities described above,

-        Monitor and/or spy on activities of third parties;

-        Initiate or engage military actions;

-        And more generally, any action that uses the Solution or Services for any other purpose than that for which they were designed, understood as civil usage.

 

The Customer is strictly prohibited from copying and / or using for their own purposes or those of a third party, the concept, technology or any other component of the Solution.

 

The following is also strictly prohibited: (i) any behavior that would interrupt, suspend, slow down or prevent continuity of the Services, (ii) any hacking or attempts to hack into the Company’s IT systems, (iii) any hijacking of the Solution's system resources, (iv) any acts that would place a disproportionate load on the Solution's infrastructure, (v) any attempts to breach the Solution's security and authentication structures, (vi) any acts that could infringe on the rights and financial, commercial and moral interests of the Company and finally, more generally, (vii) any breach of these General Terms and Conditions.

 

 

10.  Maintenance and support Services

 

10.1.     Update maintenance


During the term of the License, as defined in article “Term”, the Company shall make the Customer benefit from all improvements of the features of the Solution (hereinafter referred to as the “Updates”).

 

The nature and the frequency of these Updates shall be left at the Company’s own discretion.

 

The Customer expressly agrees that the Updates shall be performed automatically and without prior notice.


10.2.     Technical support

 

Unless otherwise stated in the Quotation or by any means, the Company provides a technical support regarding the Solution which consists in assistance.

 

The support can be provided through emails to the Company’s support service at the address: contact@pyannote.ai

 

According to the requirements, the Company shall assess the time needed for answers, as well as their nature, and shall inform the Customer of such assessment.

11.  Level of Services


11.1.     Availability

 

The Company shall make its best effort to ensure an optimal availability of its server infrastructure.

 

Nevertheless, the Customer expressly acknowledges and accepts that the Company reserves the right to interrupt access to the Solution and data momentarily for maintenance purposes.

 

The Customer is aware of the internet technical hazards and of the interruption or disruption in the use and access to the Services they might cause. Therefore, the Company shall not be liable for any potential unavailability or slowdowns of the Services that may be caused by such technical hazard.

 

The Customer acknowledges that the Company cannot guarantee the continuity of the Services when remotely performed on the Internet.

 

The Company shall not be held liable for the potential impact of the aforementioned unavailability of the Solution and Services on the Customer’s activities.


11.2.     Security and confidentiality


The Company endeavors to secure the access to the Solution and the use of the Services, taking into account all protocols, in conformity with the relevant trade practices.

 

12.  Financial Conditions

 

12.1.     Prices

 

The prices of the License granted to the Customer and for the use of Services are indicated in appendix 1 “Prices” and/or in the applicable issued Quotation(s).

 

If applicable, the parties may adopt an upfront fee depending on Customer needs.

 

Unless otherwise stated, they are expressed in Euros and are exclusive of taxes. Each party will be responsible for all related taxes for which it will be accountable.

 

12.2.     Calculation

 

The Customer understands that monthly invoices shall be issued, based on actual Services consumption and usage in accordance with the Appendix 1 and/or the applicable Quotation(s).

 

The Customer hereby acknowledges and agrees that the price to be paid shall be calculated using metrics measured by the Company and made available on first demand. Such usage metrics shall govern in case of dispute or claims over user’s Services consumption.

 

More generally, the Customer expressly acknowledge and accept that:

 

-       Data collected on the Company’s Solution and its computer equipment attest to the reality of the transactions performed in the context of these General terms and Conditions;

 

-       These data are the main means of acceptable proof between the Company and the Customer, in particular for the calculation of amounts due to the Company.

 

 

12.3.     Payment methods

 

Payments for all fees shall be made in accordance with the terms defined in the Appendix 1 and the applicable Quotation(s).

 

The Client guarantees the Company that it has the necessary authorisations to proceed with the payment of the price.

 

Where provided under on-premises mode, the Customer shall permit the Company to process two (2) requests allowing to track the usage of the Solution and generate the associated invoices. Thus, the Customer undertakes to provide the Company with all necessary access to its servers as essential condition. The Company may verify the proper application of this provision in accordance with the article 18 “Audit”.


12.4.  Payment delays and incidents

 

Any payment delay of all or part of an amount at its due term, shall automatically entail, without prejudice to the provisions set out in article “Sanction for breaches”, and after prior formal notice by registered letter with acknowledgement of receipt, the contents of which have not been respected within a period of 15 (fifteen) days:

 

-        Forfeiture of the term of all amounts payable by the Customer, regardless of the terms of payment that had previously been agreed,

 

-        Immediate suspension of the License until complete payment of all amounts due by the Customer is received,

 

-        Invoicing by the Company of a late payment interest at the rate of 3 (three) times the legal interest rate, calculated on the total of all due amount that were not paid on time, as well as a lump sum of 40 (forty) euros for costs recovery.

 

The Company and the Customer agree that this rate shall be calculated based on periods of one calendar month and that any month started shall be counted as a whole month.


13.  Obligations for Customers

 

Without prejudice to other obligations provided for in these General Terms and Conditions, the Customer undertakes to respect the following obligations.

 

13.1.     The Customer undertakes to provide the Company with all documents, data and information necessary for the appropriate fulfilment of the Company’s obligations under these General Terms and Conditions.

 

More generally, the Customer undertakes to actively cooperate with the Company for the proper performance of these General Terms and Conditions and to keep the Company informed with any difficulty in such performance. The Customer undertakes to appoint an employee or a representative as an interlocutor dedicated to the follow-up and operational monitoring of the Services.

 

13.2.     The Customer acknowledges having read and understood the characteristics and constraints of the Solution, having received from the Company all necessary guidance, instructions and details to subscribe with full knowledge, and being fully acquainted with the Solution that it has, prior to these General Terms and Conditions, sufficiently spoken with the Company to ensure that the Solution fulfils its expectations, needs and constraints.

 

13.3.     The Customer is sole responsible for the use of the Solution by its users. The Customer warrants that the users shall not use the Solution for any illicit, non-compliant or unauthorised purposes, including against all laws and regulations in force in the applicable country/territory of use of the Solution. The Customer is therefore solely responsible for setting up procedures aimed at preventing and redressing the commission of such acts.

 

More generally, the Customer is sole responsible for decisions that may have been made by the users, or any other person belonging to the user’s company, on the basis of their use of the Solution.

 

To this end, the Customer acknowledges being informed that the Company reserves the right to monitor the access of the Solution by the users and ensure that each account is used only by its sole user.

 

13.4.     The Customer is solely responsible for its relations and the monitoring with its users, clients, and partners, as well as for the respect of its contractual commitments towards third parties. The Customer is solely responsible for monitoring the use of the Solution by the user. The Company should not be responsible for any difficulty that may arise in these contexts.  

 

13.5.     The Customer must ensure that the management of users, access privileges and more generally, system settings shall be conducted professionally and that the user shall be a “person skilled in the art”.  

 

14.  Customer’s Guarantee

 

The Customer agrees to defend, indemnify and hold the Company harmless from and against any claims, demands, actions and/or grievances whatsoever, that the Company could incur as a result of a breach by said Customer of any one of its obligations or guarantees under these General Terms and Conditions.

 

The Customer agrees to compensate the Company for any damage that the latter could be subject to, and to pay any costs, liabilities, charges and / or convictions that the latter could incur, as a result of such a breach.

 

15.  Sanctions for breaches

 

In the event of breach by either of the Company or the Customer of any of their obligations hereto, these General Terms and Conditions shall be fully terminated 1 (one) month after the party in breach has received notice from the other party by registered letter with acknowledgement of receipt, and this having received no response, stating the latter's intention to apply this clause, this without prejudice to any damages that could be claimed from the party in breach.

 

16.  Liability and guarantee of the Company

 

Customers acknowledges and agrees that Company shall fulfill its obligations under these General Terms and Conditions with diligence and in compliance with trade practice, specifying that it has an obligation to provide due care, but without any obligation of result.

 

The Company undertakes to inform the Customer of any difficulty that may occur with regards to the implementation or the use of the Solution.

 

The Company makes it best effort to set up adequate procedures in order to strengthen the security of the functioning of the Solution and to prevent any failure, intrusion or intrusion attempt by malicious third party.

 

However, the Company should not be held responsible for any lack of vigilance or security by the Customer or users in the preservation of their credentials.

 

The Company undertakes to keep strictly confidential all data collected through the Solution, under these General Terms and Conditions, and to take all appropriate measures to ensure their security and confidentiality.

 

The Customer expressly acknowledges having reviewed said measures and considering they are sufficient to enable the Company to fulfill its above-mentioned obligations of security and confidentiality.

 

The Company certifies that it holds an insurance policy covering professional civil liability. The Company agrees to maintain this insurance policy in force for as long as any of its obligations under these General Terms and Conditions are applicable.

 

The Company shall not be held responsible for any damage which is not incurred by a malfunction of the Solution, in particular all difficulties arising from the Customer’s or user’s infrastructure, personnel, materials or software.

 

The Services are provided by the Company as is and without any guarantee of any kind, whether express or implicit. In particular, the Company does not guarantee to Customer (i) that the Services, which are subject to constant research in order to improve their performance and progress, will be totally free of errors, defects or faults, (ii) that the Services, being standard and in no way proposed solely for the benefit of a given the Customer according to his own personal constraints, will specifically meet his needs and expectations.

 

In any event and except as otherwise stated in the applicable Quotation, the Company shall not be held liable to the Customer for the payment of damages of any kind, whether they be direct, indirect, incidental, consequential material, commercial, financial or moral, for an amount exceeding the total amount invoiced by the Company in the twelve (12) months prior to the time the alleged damages occurred.

 

17.  Intellectual Property


The systems, software, “neurons” network, structures, infrastructures, databases and content (text, images, graphics, music, logos, trademarks, databases, etc.) used by the Company on the Solution and the Services are protected by all intellectual property rights, or rights for the creators of databases, in force.

 

Unless otherwise stated in the Quotation, the License does not grant the Customer any intellectual property rights in the Solution, other than those granted in these General Terms and Conditions, which remains the exclusive property of the Company.

 

The intellectual property rights pertaining to the results carried out by the Solution (text file including speech segments), shall be transferred to the Customer in full and entirety, as and when they are delivered by the Solution, subject to the payment of the corresponding Services under the conditions defined in the article "Financial Conditions".

 

This assignment is granted, on an exclusive basis, for the entire legal duration of the copyright, for the entire world and for the purposes of exploitation of the results by reproduction and public representation on all media and/or networks and by all means, existing or future, foreseeable or unforeseeable, without restriction or reservation, by the Customer or any person of its choice.

 

It also includes the right to translate, arrange, modify, transform, adapt and/or correct said results, alone or with the collaboration of a third party, to reuse them in whole or in part, to incorporate them in or merge them with any other software or intellectual work, as well as to transfer to third parties the use or ownership of all or part of the rights hereby assigned.

 

18.  Audit


Throughout the term hereof, the Company shall have the possibility to request an audit no more than once a year in the Customer’s premises or in any other place in which it will be enabled to check the conditions of use of the Solution, including that such use is in compliance with the purpose hereof, at its own expense and provided that it has given formal notice to the Customer by registered letter with acknowledgement of receipt at least 15 (fifteen) days beforehand.

 

It is expressly agreed between the Company and the Customer that this audit may be carried out by the Company’s internal auditors or by any external auditor of its choice, without the Customer being entitled to oppose. The Customer shall however have the possibility to make all reservations with the choice of the auditor. The Company shall solely decide whether or not to maintain the auditor it has selected.

 

The Customer shall allow this auditor access to its premises, as well as to any relevant document for purposes of the audit, during regular business hours. The Company undertakes to respect and to ensure that its auditor respect all the Customer’s requirements with regards to access to its premises and confidentiality.

 

The Company shall provide to the Customer a copy of the conclusions of its audit, by any written means. The Customer may submit to the Company any comments within thirty (30) calendar days from the receipt of this report.

 

In case an audit report states that an improper use of the Solution is made by the Customer, the latter undertakes to remedy, at its own expenses and in a timely manner, as well as to promptly indemnify the Company with all fees, charges and expenses incurred by the Company in connection with this audit, upon presentation of the corresponding invoice, without prejudice of any damages or additional price that could be claimed by the Company.

 

19.  Confidentiality

 

Each party undertakes to keep strictly confidential the documents, elements, data and information of the other party which it may receive which are expressly identified by the other party as confidential. As far as the Company is concerned, the parties expressly agree that this obligation of confidentiality shall cover the personal data that it will be required to process for the Customer within the framework of the Services.

 

All of this information is hereinafter referred to as "Confidential Information".

 

The party receiving Confidential Information undertakes not to disclose it without the prior consent of the other party for a period of 10 (ten) years from the end of the performance of the Services concerned. It may only transmit them to employees, collaborators, trainees or consultants if they are bound by the same obligation of confidentiality as provided for herein. This obligation does not extend to documents, elements, data and information:

 

(i)       of which the receiving party was already aware;

(ii)     which were already public at the time of their communication or which would become public without breach of these terms;

(i)       which would have been lawfully received from a third party;

(i)       the disclosure of which is required by judicial authorities, pursuant to laws and regulations or in order to establish a party's rights under these terms.


20.  Personal Data


The Company has a personal data protection policy, the characteristics of which are set out in the document entitled "Privacy Policy", which the Customer is expressly invited to read.

20.1.     Purpose

 

The purpose of these clauses is to define the conditions in which the Company (the “processor”) undertakes to carry out, on the Customer’s behalf (the “controller”), the personal data processing operations defined below.

 

As part of their contractual relations, the parties shall undertake to comply with the applicable regulations on personal data processing and, in particular, Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 (hereinafter "the General Data Protection Regulation").

 

20.2.     Description of the processing being subcontracted out

 

The processor is authorized to process, on behalf of the controller, the necessary personal data for providing the Services as described in the General Terms and Conditions. 

The nature of operations carried out on the data is collection, storage and making available.

The purpose(s) of the processing is the provision of Services.

The personal data processed are contents and audio processed in the Solution.

The categories of data subjects are persons identified in the audio processed via the Solution.

 

20.3.     Processor's obligations with respect to the controller

 

The processor shall undertake to:

 

-        process the data solely for the purpose(s) subject to the sub-contracting;

 

-        process the data in accordance with the documented instructions given by the controller. Where the processor considers that an instruction infringes the General Data Protection Regulation or of any other legal provision of the Union or of Member States bearing on data protection, it shall immediately inform the controller thereof. Moreover, where the processor is obliged to transfer personal data to a third country or an international organization, under Union law or Member State law to which the processor is subject, the processor shall inform the controller of that legal requirement before processing, unless that law prohibits such information on important grounds of public interest;

 

-        guarantee the confidentiality of personal data processed hereunder;

 

-        ensure that the persons authorised to process the personal data hereunder:

 

-       have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality;

 

-       receive the appropriate personal data protection training;

 

-       take into consideration, in terms of its tools, products, applications or services, the principles of data protection by design and by default.

 

Sub-contracting

 

The processor may engage another processor (hereinafter "the sub-processor") to conduct specific processing activities.

 

In the event that the processor uses other sub-processor, it undertakes to inform the controller in advance and in writing, specifying the subcontracted processing activities, the identity and contact details of these new sub-processor.

 

The sub-processor is required to comply with the processor’s obligations on behalf of and in accordance with the controller’s instructions.

 

Data subjects' right to information

 

It is the controller's responsibility to inform the data subjects concerned by the processing operations at the time data are being collected.

 

Exercise of data subjects' rights

 

The processor shall assist the controller, insofar as this is possible, for the fulfilment of its obligation to respond to requests for exercising the data subject's rights: right of access, to rectification, erasure and to object, right to restriction of processing, right to data portability, right not to be subject to an automated individual decision (including profiling).

 

Where the data subjects submit requests to the processor to exercise their rights, the processor must forward these requests as soon as they are received by email.

 

Notification of violation of personal data

 

The processor shall notify the controller of any personal data breach without undue delay after having become aware of it and via email. Said notification shall be sent along with any necessary documentation to enable the controller, where necessary, to notify this breach to the competent supervisory authority.

 

Assistance lent by the processor to the controller regarding compliance with its obligations

 

The processor assists the controller in carrying out data protection impact assessments.

 

The processor assists the controller with regard to prior consultation of the supervisory authority.

 

Security measures

 

The processor undertakes to implement appropriates security measures.

 

Fate of the data

 

At the end of the Services, the processor undertakes to return and/or destroy all personal data to the controller.

 

The Data Protection Officer

 

The processor communicates to the controller the name and contact details of its data protection officer, if it has designated one in accordance with Article 37 of the GDPR.

 

Record of categories of processing activities

 

The processor states that it maintains a written record of all categories of processing activities carried out on behalf of the controller.

 

Documentation

 

The processor provides the controller with the necessary documentation for demonstrating compliance with all of its obligations and for allowing the controller or any other auditor it has authorised to conduct audits, including inspections, and for contributing to such audits.

 

Within such audits, the controller or the auditor appointed shall not be allowed to access the processor’s trade secrets, strategic information or information that the processor has undertaken to keep confidential. The processor may object to any control measure of the controller or the auditor appointed that may give them access to such data or information, without the controller being able to make any claim in this respect. In any event, the controller shall also ensure that the auditor and, more generally, the personnel performing the audit are subject to appropriate confidentiality obligations.

20.4.     Controller's obligations

 

The controller undertakes to:

-        provide the processor with the data mentioned in the article 19.2 hereof;

-        document, in writing, any instruction bearing on the processing of data by the processor;

-        ensure, before and throughout the processing, compliance with the obligations set out in the General Data Protection Regulation on the processor's part;

-        supervise the processing, including by conducting audits and inspections with the processor.

 

21.  Effect of termination


Upon termination of these General Terms and Conditions for any reason whatsoever, the Customer shall promptly cease to use the Solution and the Services.

 

Each Party undertakes not to do any action, after termination of the General Terms and Conditions that could damage the reputation of the other Party or the Solution.


22.  References

 

The Customer hereby authorize the Company to cite and use as appropriate a reproduction of its trademark or logo as a customer reference, especially at events, in its business documents and on its internet site, in any form whatsoever.

 

On the other hand, the Customer shall request the Company’s prior approval for any reproduction of its trademark or logo as a customer reference, especially at events, in its business documents and on its internet site, in any form whatsoever.

 

23.  Force majeure


Neither party may be held liable for a failure to perform its contractual obligations if this failure is due to an event beyond the parties' control and constitutes force majeure, as defined in Article 1218 of the French Civil Code.

 

By force majeure, the parties agree in particular to understand the occurrence of an event with the characteristics of unpredictability and irresistibility usually recognized by French law and courts, as well as strikes, terrorist activities, riots, insurrections, wars, government actions, epidemics, natural disasters or default attributable to a third party telecommunications provider.

 

The prevented party shall inform the other party as soon as possible, indicating the nature of the case of force majeure. The parties shall come together to determine together the most appropriate means to alleviate, if possible, the consequences of the event(s) constituting force majeure.

 

If the case of force majeure lasts for more than 3 (three) months, each party may terminate these terms, ipso jure, without legal formality, without notice and without the right to compensation of any kind whatsoever, by sending a registered letter with acknowledgement of receipt with immediate effect.

 

If, as a result of a case of force majeure, the affected party is prevented from fulfilling only part of its contractual obligations, it shall remain liable for the fulfilment of the obligations not affected by the case of force majeure as well as its payment obligations.

 

As soon as the case of force majeure ceases, the prevented party must immediately inform the other party and resume performance of the affected obligations within a reasonable period of time.

 

24.  Independent Parties


It is expressly agreed that neither the Company nor the Customer can invoke these General Terms and Conditions to claim to be an agent, an officer or an employee of the other, nor make any commitment in the name and on behalf of the other toward third parties, except where provided for in these General Terms and Conditions.

 

No legal structure of any kind is formed between the Company and the Customer hereunder. The Company and the Customer retain its autonomy, its responsibilities and its own clients.

 

25.  Amendments

 

The Company reserves the right to amend these General Terms and Conditions at any time by providing the Customer with a 1 (one) months’ notice.

 

Customer shall be informed of these amendments through any pertinent channel.

 

Customer who continues to use the Solution after the entry into force of the amended General Terms and Conditions shall be deemed to have accepted these amendments.

 

26.  Residence and notice


For the performance of these General Terms and Conditions, the Company and the Customer shall elect domicile at its address, as it appears on the Quotation. The Company and the Customer shall inform the other of any change of address by registered letter with acknowledgement of receipt. Otherwise, any letter sent to the address indicated at the top of this document will be considered as having been validly received.

 

It is specified that unless otherwise stated herein:

 

-       notifications giving notice and formal notices must be sent by registered letter with acknowledgement of receipt or any other form of mail delivered against signature, postage paid, to the address elected as stated above,

-       the time limits and effects provided for herein shall start upon the date of first submission of such notification or formal notice.


27.  Electronic signature


It is agreed between the parties that these terms may be signed by any electronic means, the parties recognizing the reliability of the process, thus giving it the same legal value as a handwritten signature within the meaning of the law.


28.  Law and Jurisdiction

 

These General Terms and Conditions of Use are governed by French law.

 

In the event of dispute concerning the validity, interpretation and / or application of these General Terms and Conditions, the Company and the Customer agree that the courts of Toulouse shall be the only competent jurisdiction capable of judging the dispute, save conflicting mandatory rules of practice.

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