Terms and Conditions

2.1 The terms and conditions set forth in these Terms and Conditions apply to (i) all contracts and Cooperation Agreements relating to the use of the Software Services and (ii) any contracts and Cooperation Agreements relating to Professional Services between SpeakSoon and the Customer, except when special written agreements between SpeakSoon and the Customer stipulate otherwise. These Terms and Conditions of SpeakSoon are deemed to be read, understood and accepted by the Customer when the Customer or its End Users start using the Software Service. The Customer must confirm the acceptance of the Terms and Conditions before using the Software Service. The individuals ordering the Services for Customer represent that they have the authority to bind Customer. These Terms and Conditions are deemed accepted even when they are conflicting with the Customer’s general or special purchasing terms and conditions. The fact that SpeakSoon did not explicitly reject the terms and conditions of the Customer referred to in any contract or Cooperation Agreement cannot be interpreted by the Customer as an acceptance by SpeakSoon of such terms and conditions. SpeakSoon reserves the right to make, in its sole discretion, any material or non-material changes to these Terms and Conditions from time to time. SpeakSoon will notify the Customer of any material changes (i.e. changes that materially affect the obligations of a Party) via e-mail or via notification in the Software Service. These changes will enter into force fifteen (15) calendar days after written notice from SpeakSoon to the Customer. In the event the Customer does not accept these material changes, the Customer has the right to terminate the Agreement in accordance with article 12.2. Where the Customer has not notified SpeakSoon of such termination within the aforementioned fifteen (15) calendar days period, Customer irrevocably and unconditionally accepts such changes and will no longer be entitled to terminate the Agreement. In the event of a conflict between these Terms and Conditions and a Cooperation Agreement, the Cooperation Agreement prevails, including where it provides for different terms for pilot or proof-of-concept arrangements (for example regarding term, liability and warranties).

3.1 License.

3.2 Restrictions. The Customer is not allowed to use the Software Service or a component thereof in a manner not authorized by SpeakSoon. Within the limits of the applicable law and unless agreed otherwise, the Customer is not permitted to (i) make the Software Service available or sell or rent the Software Service to any Third Parties, unless explicitly agreed with SpeakSoon; (ii) adapt, alter, translate or modify in any manner the Software Service; (iii) sublicense, lease, rent, loan, distribute, or otherwise transfer the Software Service to any Third Party; (iv) decompile, reverse engineer, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or the underlying ideas, algorithms, structure or organization) of the Software Service, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation; (v) alter, remove, or obscure any copyright notice, digital watermarks, proprietary legends or other notice included in the Software Service; (vi) intentionally distribute any Virus, or other items of a destructive or deceptive nature or use the Software Service for any unlawful, invasive, infringing, defamatory or fraudulent purpose; or (vii) remove or in any manner circumvent any technical or other protective measures in the Software Service.

3.3 Customer responsibility. Customer will (i) ensure that its End Users comply with the Agreement, (ii) use commercially reasonable efforts to prevent unauthorized access to or use of the Software Service, and notify SpeakSoon immediately of any such unauthorized access and/or use of which Customer becomes aware, and (iii) use the Software Service only in accordance with the Agreement and all applicable laws and government regulations.

3.4 Third Party Services. The Software Service may contain features designed to interoperate with Third Party Services. To use such features, Customer may be required to obtain access to such Third Party Services from their providers and may be required to grant SpeakSoon access to Customer’s account for such Third Party Services. If Customer installs or enables Third Party Services for use with the Software Service, Customer grants SpeakSoon permission to allow the provider of that Third Party Service to access and use Customer Data as required for interoperation of that Third Party Service and the Services. SpeakSoon cannot guarantee the continued availability of such Third Party Service features and may cease providing them without entitling Customer to any refund, credit, or other compensation, if for example and without limitation, the provider of a Third Party Service ceases to make the Third Party Service available for interoperation with the corresponding Services features in a manner acceptable to SpeakSoon. Customer acknowledges that (i) Third Party Service providers are not SpeakSoon’s agent, subcontractor or sub-processor, (ii) SpeakSoon makes no representations or warranties regarding Third Party Services, (iii) a Third Party Service's terms and conditions, including their data protection terms, and not this Agreement, will apply to Customer and govern Customer's use of that Third Party Service, (iv) SpeakSoon is not responsible for the content and operation of any Third Party Services, or for the acts or omissions of any Third Party Service provider, (v) SpeakSoon has no liability whatsoever to Customer arising out of or related to Third Party Services, and (vi) SpeakSoon has no control over Customer Data provided to any Third Party Service, and SpeakSoon is not liable for any disclosure, modification, deletion of or failure to delete Customer Data resulting from access by a Third Party Service.

4.1 The Customer grants SpeakSoon, for the Term, a non-exclusive, royalty-free, transferable, assignable, sublicensable license to use, copy, store, transmit and display the Customer Data to the extent necessary to perform its obligations under this Agreement, in particular to provide and maintain the Services, and for no other purposes. SpeakSoon may copy, execute and backup such Customer Data, as necessary, to perform its duties under this Agreement. The Customer also grants SpeakSoon, for the Term, a non-exclusive, royalty-free, transferable, assignable, sublicensable license to compile and use Customer Data, strictly in order to research, develop, improve or support the Software Service provided by SpeakSoon, provided that such data is used in an anonymous or aggregated form where no such information could directly identify or will reasonably be used to identify the Customer, End Users, contacts or other data subjects contained therein. In no event will SpeakSoon sell or transfer Customer Data to third parties for its own business purposes.

4.2 Unless expressly agreed otherwise in writing by the Customer, SpeakSoon will not have any right, title or interest in relation to such Customer Data other than as set forth in these Terms and Conditions.

4.3 AI-powered features. The Software Service uses artificial intelligence and machine learning technologies, including third-party AI providers, to power certain features such as contact data extraction, contact enrichment and follow-up message generation. Customer Data processed by such AI-powered features is used solely to provide and improve the Software Service for the Customer and is not used to train or fine-tune the underlying AI models. SpeakSoon will maintain an up-to-date overview of the third-party AI providers used in the delivery of the Software Service on its security page and in Annex B to the Data Processing Agreement. SpeakSoon will notify the Customer of any material changes to the AI providers or to the way Customer Data is processed by AI-powered features.

5.1 Software Service. Customer acknowledges and agrees that these Terms and Conditions are not a sale of the Software Service or any rights therein, and that SpeakSoon and its suppliers will at all times retain all Intellectual Property Rights in and to the Software Service and any related SpeakSoon content. All rights in and to the Services and SpeakSoon content not expressly granted to the Customer in these Terms and Conditions are reserved by SpeakSoon. No license is granted to the Customer except to use the Software Service as expressly stated herein. SpeakSoon’s name, SpeakSoon’s logo, and the product names associated with the Software Service are trademarks of SpeakSoon or Third Parties, and they may not be used without SpeakSoon’s prior written consent.

5.2 Customer acknowledges and agrees in particular that the source code of the Software Service is and remains Confidential Information and forms a proprietary trade secret of SpeakSoon.

5.3 Customer Data. Customer (or its licensors if applicable) will be the sole and exclusive owner of all (rights relating to the) Customer Data including (i) any modification of such Customer Data or (ii) any materials resulting from the processing of the Customer Data.

5.4 Feedback. SpeakSoon is free (but in no way obligated) to use and incorporate any ideas, suggestions or recommendations provided by the Customer or its End Users (“Feedback”) in the Software Service, without payment of royalties or other consideration to the Customer, provided however, the foregoing will not be construed as granting SpeakSoon any right or license to the Customer’s patents, copyrights or trademark rights or other intellectual property right in the Feedback.

6.1 The Customer and SpeakSoon represent and warrant to each other that they have the authority to enter into these binding Terms and Conditions personally.

6.2 Customer represents and warrants that: (i) it either owns the Customer Data or is otherwise permitted to grant the license set forth in article 4; (ii) Customer owns or otherwise has and will have the necessary rights and consents so that the posting and use of Customer Data on or through the Software Service does not and will not violate the privacy rights, publicity rights, Intellectual Property Rights, or any other rights of any person or Third Party; and (iii) the uploading of Customer Data on the Software Service does not and will not result in a breach of contract between Customer and any Third Party. Customer further warrants that the Customer Data provided will be accurate and truthful and will not (i) misappropriate any trade secret; (ii) be misleading, defamatory, obscene, discriminatory, pornographic or unlawful; or (iii) contain Viruses, whether or not intended to damage the Software Service. Any use of the Software Service in violation of these representations and warranties by Customer will constitute an unauthorized and improper use of the Software Service.

6.3 Except as expressly provided in these Terms and Conditions and to the extent permitted under applicable law, SpeakSoon expressly disclaims all warranties, express or implied, including but not limited to any warranties of merchantability, non-infringement, satisfactory quality and fitness for a particular purpose of the Services, other than that SpeakSoon warrants that the Software Service will, to its best knowledge, not contain any Viruses or infringe any Intellectual Property Rights of Third Parties. In particular, SpeakSoon does not warrant that the Software Service is error-free or that the use and/or operation of the Software Service will be secure or uninterrupted, that SpeakSoon will detect any or every defect in Customer’s systems or that any or all problems with respect to the Software Service can be solved and hereby disclaims any and all liability on account thereof. The Software Service will be provided by SpeakSoon under these Terms and Conditions on an “as-is” basis.

6.4 In particular, SpeakSoon does not guarantee the accuracy or completeness of the output generated by AI-powered features, data extracted from images, documents or any other materials processed through the Software Service. The Customer is solely responsible for verifying any business-critical contact information extracted by the Software Service before relying on it. SpeakSoon recommends that the Customer maintains its own backup of important contact information at all times.

7.1 To the maximum extent permitted under applicable law, the maximum liability of each Party to the other Party arising out of these Terms and Conditions will not in any event exceed the Fees paid or payable by the Customer to SpeakSoon during the preceding twelve (12) month period. The aforesaid restrictions do not apply to a Party’s liability resulting from (i) fraud or deceit, and/or (ii) intentional misconduct.

7.2 For the avoidance of doubt, it is specified that except for Customer’s breach of article 3.2 of these Terms and Conditions or SpeakSoon’s liability for an infringement claim, neither Party will in any event be liable for any indirect, consequential or other similar damages (including but not limited to damages for loss of profit, revenue, business, contracts or clients, loss of or corruption of data, loss of goodwill, damages to equipment and reputational damages, opportunity loss, loss of anticipated savings, and costs of procuring replacement goods or services), even if such Party has been advised or notified of the possibility of such costs or damages.

7.3 The Parties exclude, to the fullest extent permitted by applicable law, any liability of either Party or its auxiliaries under any legal provisions regarding extra-contractual (non-contractual) liability, whether asserted by a Party or by a Party's auxiliaries. Each Party undertakes to include a similar clause to this effect in every agreement with its auxiliaries.

8.1 By SpeakSoon.

8.2 By Customer. Customer will indemnify, defend and hold SpeakSoon and their officers, directors, employees, agents, successors and assigns harmless from (i) any third party claim, action, suit or proceeding arising out of or resulting from Customer Data or SpeakSoon’s use thereof.

8.3 Conditions. Each Party’s indemnity obligations are subject to the following: (i) the indemnified Party will promptly notify the indemnifying Party in writing of the applicable claim, provided that any failure or delay in such notice shall not relieve the indemnifying Party of its obligations except to the extent that the defense of such claim is materially prejudiced; (ii) the indemnifying Party will have sole control of the defense and all related settlement negotiations with respect to the claim (provided that the indemnifying Party may not settle or defend any claim unless it unconditionally releases the indemnified Party of all liability); and (iii) the indemnified Party will reasonably cooperate to the extent necessary for the defense of such claim, at the indemnifying Party’s expense.

9.1 Price. Unless stipulated otherwise, the price is a net price exclusive of any applicable taxes (including local taxes), charges (including local charges), import duties, or sums payable on account of any currency control restrictions. If Customer is legally obliged to withhold aforementioned sums from his payment to SpeakSoon, it will pay SpeakSoon, in addition to the price, sufficient funds to cover the payment by SpeakSoon of such sums that are excluded under this article.

9.2 Payment.

10.1 Unless otherwise agreed, SpeakSoon will during the Term provide support and maintenance services relating to the Software Service on a best-efforts basis. The support team is available via hello@speaksoon.app.

10.2 SpeakSoon will use all reasonable efforts to minimize the scheduled and unscheduled downtime of the Software Service. Customer will be notified in advance of any scheduled maintenance.

10.3 SpeakSoon agrees, upon the Customer’s explicit written request, to provide Professional Services to the Customer, as may be agreed between the Parties in a Cooperation Agreement.

10.4 SpeakSoon will perform the Professional Services in a professional manner and will use reasonable skill and care in performing the Professional Services. SpeakSoon will provide reasonable efforts to deliver the Professional Services in accordance with any delivery dates set out in the applicable Cooperation Agreement. However, any timeframe for performance specified in a Cooperation Agreement will be indicative target dates only, unless expressly stipulated in the relevant Cooperation Agreement to be binding milestones.

10.5 The Customer will co-operate with SpeakSoon and provide such assistance, information and equipment as reasonably requested by SpeakSoon to be able to adequately perform the Professional Services. Where performance of the Professional Services is delayed by the Customer (or a Third Party acting under the Customer’s control or on the Customer’s behalf), including as a result of Customer dependencies not being met, any costs incurred by SpeakSoon as a result thereof will be paid by the Customer. The Customer acknowledges and agrees that in the event the Customer fails to fulfil any of its obligations under the Agreement or a Cooperation Agreement or should any assumptions specified in a Cooperation Agreement prove incorrect, the timeline and fees as specified in the relevant Cooperation Agreement may be adversely impacted.

11.1 Each Party will and will ensure that its personnel and (sub)contractors will at all times comply with its/their respective obligations under all applicable Data Protection Legislation and the DPA agreed between the Parties in respect of all Personal Data processed under this Agreement.

11.2 In connection with and for the purpose of providing the Software Service under this Agreement, SpeakSoon will process Personal Data in accordance with the provisions of the DPA.

11.3 For information on how SpeakSoon handles personal data in its own capacity (for example of visitors to its website), see the Privacy Policy.

12.1 Term. The Agreement will enter into force and be effective as of the Effective Date and will remain in effect for the subscription period described in the Cooperation Agreement (the “Initial Term”). The Agreement will automatically renew for successive periods equal in length to the expiring subscription term (each a “Renewal Term”) beginning at the end of the Initial Term (or the then current Renewal Term), unless a Party files a notice of termination at the latest fifteen (15) days prior to the end of the Initial Term or the then current Renewal Term, as applicable. A Cooperation Agreement may provide for a different term or notice period, for example for pilot or proof-of-concept arrangements; in that case the Cooperation Agreement prevails.

12.2 Termination.

13.1 The Receiving Party will use the same degree of care to protect the Disclosing Party’s Confidential Information that it uses to protect the confidentiality of its own Confidential Information of like kind (but in no event less than reasonable care). The Receiving Party agrees (i) not to use any Confidential Information of the Disclosing Party for any purpose outside the scope of the Agreement, and (ii) except as otherwise authorized by the Disclosing Party in writing, to limit access to Confidential Information of the Disclosing Party to those of its employees, contractors and agents who need such access for purposes consistent with this Agreement and who are subject to confidentiality obligations with the Receiving Party substantially similar to those herein (collectively, “Representatives”). The Receiving Party shall be liable for any breach of this article 13 by its Representatives as if such Representatives were a party hereto.

13.2 Without prejudice to the above, the Parties agree that if a confidentiality agreement is concluded between them, the provisions thereof will prevail if there is a conflict with the provisions of this article.

13.3 The Receiving Party’s obligations with regard to the Confidential Information will remain in force for a period of three (3) years after the termination of the Agreement unless a confidentiality agreement between the Parties stipulates otherwise.

13.4 Upon termination of the Agreement, for whatever reason, the Receiving Party will return all Confidential Information of the Disclosing Party and all copies thereof to the Disclosing Party or, at the Disclosing Party's option, erase or destroy all Confidential Information.

14.1 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) will be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect.

14.2 No Partnership. No joint venture, partnership, employment, or agency relationship exists between Customer and SpeakSoon as a result of the Agreement or use of the Services.

14.3 No Waiver. The failure of a Party to enforce any right or provision in the Agreement will not constitute a waiver of such right or provision unless acknowledged and agreed to by that Party in writing.

14.4 References. SpeakSoon is entitled to make public reference to the Customer as a customer of SpeakSoon and to use the Customer’s name and logo on its website for this purpose only (for the avoidance of doubt, without, in any event, disclosing any Confidential Information), after prior written approval of the Customer.

14.5 Force Majeure. Except for the payment of the Fee or other charges payable by the Customer, if the performance of this Agreement by either Party is prevented, hindered, delayed or otherwise made impracticable by reason of any flood, riot, fire, judicial or governmental action, labour disputes, act of God, power failures, cybercrime, unauthorized access to SpeakSoon’s information technology systems by Third Parties, or any other causes beyond the control of such Party, that Party will be excused from such to the extent that it is prevented, hindered or delayed by such causes.

14.6 Non-Assignment. The Agreement may not be assigned by a Party to a Third Party or an End User without the prior written approval of the other Party. A Party may however assign this Agreement to (i) a parent company or subsidiary, (ii) an acquirer of all or substantially all of its assets involved in the operations relevant to this Agreement, or (iii) a successor by merger or other combination. Any purported assignment in violation of this article will be void. This Agreement may be enforced by and is binding on permitted successors and assigns.

14.7 Notice. Customer must deliver all notices or other communications required or permitted under the Agreement in writing to SpeakSoon, Grotehondstraat 44, 2018 Antwerpen, Belgium or by correspondence by e-mail at hello@speaksoon.app. SpeakSoon will send any notice to the email address and contact details provided by the Customer when subscribing to the Software Service. Each Party may change its address for receipt of notice by giving notice of such change to the other Party.

14.8 Entire Agreement. The Agreement, together with any applicable Documentation, comprises the entire agreement between Customer and SpeakSoon and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the Parties regarding the subject matter contained herein. No amendment to or modification of this Agreement will be binding unless in writing and signed by an authorized representative of each Party.

14.9 Applicable law and Jurisdiction. The Agreement will be construed in accordance with its provisions, without any strict interpretation in favor of or against one of the Parties and in accordance with Belgian law, without application of any conflict of laws. All disputes or controversies arising out of or in connection with this Agreement or its subject matter that cannot be resolved by amicable settlement within a term of thirty (30) days from the date that the dispute is referred from one Party to the other, will be subject to the exclusive jurisdiction of the courts of Antwerp.