Conditions générales de vente et d'utilisations

Spiich SAS | January 2024

1. General | Purpose

1.1. These Spiich General Terms and Conditions of Use apply to all contracts entered into between Spiich SAS size 165 avenue de Bretagne 59000 Lille France under the name " Spiich" and its clients under the name "the client" who are consumers entering into a legal transaction for a purpose that is commercial and related to a service provision activity.

1.2. These terms and conditions govern any order form in the application, agreed between the client and Spiich. The general terms and conditions of each agreed order will include the terms and conditions below.

1.3. The present conditions will be deemed accepted by the client at the latest when the client accesses the services and functionalities of the application.

1.4. These conditions apply to the exclusion of all other conditions.

1.5. Any individual agreement between the Client and Spiich in particular cases will prevail over these conditions if concluded in writing.

1.6. Unless otherwise stated in these Terms and Conditions, any notice or statement given by the Client to Spiich must, in order to be valid, be sent in writing to contact@spiich.com

2. Free Services and Paid Services | Updates | Trial Use

2.1. Subject to the conditions agreed for each order, Spiich provides the Customer with access to its language translation application software as a service. Spiich may offer services free of charge with time-limited functionalities and a one-time trial use of the service. The Customer has the option, by means of subscriptions, to opt for use with defined functionalities as a chargeable service.

2.2. Spiich may implement new versions and updates of the fee-based services, including changes that result in modifications to the design, operating method, technical specifications, systems and other functions of the fee-based services, in compliance with the applicable legislation, in particular insofar as such changes are necessary to maintain the contractual compliance of the fee-based services or for compelling technical, economic or legal reasons.

2.3 Spiich reserves the right to reduce, restrict or modify free services at any time and without prior notice.

2.4 Spiich may at any time use subcontractors, including third party software providers, to perform any of its obligations arising from any order.

3. User account

3.1. In order to use the services, the Customer must create a user account by accepting these General Terms and Conditions of Sale and Use(GTCSU), providing certain personal data and defining a password defined by the Customer in a registration form made available online by Spiich when the application is downloaded. A confirmation e-mail will be sent by Spiich to activate the user account.

3.2. The Client must be at least 18 years of age to create a User Account and/or place an order. For minors aged 14 and over, the creation of a user account and/or placing an order is possible with the written consent of the legal representatives. Spiich may at any time request proof of the identity, legal age and/or consent of the legal representative(s).

3.3. The purchase of a paid service (subscription) is carried out via the client user account. The ordering process generally comprises the following steps: choosing a subscription, verifying the choice and/or correction, selecting the payment method, reading the applicable commercial terms and conditions and agreeing to these terms and conditions, agreeing to these terms and conditions, and sending a firm order by clicking on an order button and/or ticking the box to continue. Confirmation of acceptance of the order will be sent by e-mail. The order confirmation will also include details of the order and an order number.

4. Rights of use | Restrictions on use

4.1. Subject to the General Terms and Conditions of Sale and Use of the order, Spiich offers the possibility of using all functionalities free of charge up to a maximum of 10,000 characters without any time restrictions. Once the service has been used, the customer can keep the application without any commitment in order to receive calls, messages and videoconferences. To continue the Spiich experience, customers will be able to purchase a subscription with no commitment.

4.2. The customer is the sole owner of his/her subscription; account sharing is therefore not possible.

4.3. The Services may be subject to the export and/or re-export control laws and regulations of the European Union, the United States of America, or similar laws applicable in other jurisdictions.

4.4. The Client may not duplicate, process, distribute, share or use for public reproduction any content of Spiich's services without the prior written consent of Spiich.

5. User Responsibilities

5.1. The client must ensure a perfect Internet connection in order to take full advantage of the Spiich translation system.

5.2. The client must regularly ensure that his/her user account details are correct and up to date. The client must ensure that user identities, passwords and similar identifiers used to access services are used and stored securely, that they cannot be accessed or used by unauthorised third parties, and that they are changed immediately in the event of unauthorised disclosure. The Client must inform Spiich as soon as possible of any unauthorised use of a password or account, as well as of any other known or suspected breach of security or any misuse of the Services.

5.3. The Client is responsible for the content of all data and other material displayed, posted, imported, stored, exchanged or transmitted by the Client on or through the Services. Spiich cannot control the information that the Customer sends when using the Services and cannot guarantee the accuracy of the information sent.

5.4. Spiich may, without notice or liability, investigate complaints or suspected violations of the Order, including these Terms, which come to its attention and may take any action it deems appropriate, including rejecting, refusing to post or deleting any Content or other data, or restricting, suspending or terminating your access to the Services.

6. Maintenance and Support relating to paid services

6.1. Subject to payment of subscriptions, Spiich provides maintenance and support for paid services under the conditions indicated in the order. Spiich undertakes to provide assistance as soon as possible after becoming aware of the problem. Spiich will provide the necessary maintenance to resolve errors, correct bugs and provide updates and upgrades generally offered by Spiich.

6.2 Support by e-mail to contact@spiich.com or any other e-mail address that Spiich may provide from time to time and/or via live chat on the Spiich website and/or via the telephone numbers indicated on the Spiich website, in each case at least from Monday to Friday during normal working hours in European countries.

7. Availability of Paid Services

7.1. Subject to payment of the subscription by the Client, Spiich makes the Paid Services available.

7.2. The Spiich solution is hosted in a Tier IV Datacenter. This ensures 99.9% continuity of service. However, Spiich cannot be held responsible in the event of a service interruption by the data host.

7.3. Spiich services only work if the client has an Internet connection of at least 3G.

8. Duration and termination

8.1 All orders will commence on the date indicated on the order. On receipt of payment.

8.2 Any order for free services will remain in force for a fixed period, until all 10,000 characters offered by Spiich have been used.

8.3 Any order for paid services, subscription, will remain in force for an initial period as specified in the order. The initial period of service is automatically and constantly renewed every month from the date of subscription until the customer voluntarily stops using the "unsubscribe" function in the subscription section. Unsubscribing from a paid service does not result in the closure of the Spiich service and leaves the customer free to commit to a new paid service at any time.

9. Limited warranty for paid services

9.1 The customer ensures that he/she has verified that the specifications of the services as described in the documentation meet his/her needs. The Client is aware of the essential functionalities and characteristics of the services as well as the consumption capacity of the number of characters.

9.2 Spiich warrants that the fee-based services comply in all material respects with the functionality described in the then current documentation for the relevant version of the fee-based services. In the event of a breach of this guarantee, Spiich shall make every effort to ensure that the Client is informed.

9.3 The Client is not entitled to obtain the source code of the Services for any reason whatsoever.

10. Proprietary Rights | User Data

10.1 Spiich and its suppliers own and retain all proprietary rights, including copyrights, database rights, patents, trade secrets, trademarks and all other intellectual property rights and technical solutions relating to the Services.

10.2 The Client shall retain all rights, title and interest in and to its data and its contents, and any data based on or derived from its data and its contents. Spiich assumes no liability for the Customer Data or its contents.

11. Data Confidentiality

11.1 Personal information. Spiich may collect personal information from Users in a variety of ways, including, but not limited to, when Users use our mobile application, register on our mobile application, place an order, fill out a form and in connection with other activities, services, features or resources we make available on our mobile application. Users may be asked, where appropriate, to provide their name, e-mail address, date of birth, postal address, telephone number and credit card information. Users may, however, visit our mobile application anonymously. Spiich collects personal information from Users only if they voluntarily submit such information. Users may always decline to provide personal information, but this may prevent them from engaging in certain activities related to the use of the Spiich mobile application.

11.2. Protection of Information. Spiich adopts appropriate data collection, storage and processing practices and security measures to protect against unauthorized access, alteration, disclosure or destruction of your personal information, username, password, transaction information and data stored on our mobile application.

11.3 Sharing of Customer personal information. We do not sell, trade or rent customer personal information to others. Spiich may share generic aggregated demographic information unrelated to personally identifiable information about visitors and users with our business partners, trusted affiliates and advertisers for the purposes described above.

11.4. Consent. By using the Application, the Customer consents to this Privacy Policy. If a customer disagrees with this policy, the customer must not use the application. By continuing to use the Application after the publication of changes to this Policy, this shall constitute the Customer's acceptance of such changes.

12. Limitation of Liability

12.1 Spiich is liable for loss of data only up to the amount of the customary recovery costs that would have been incurred had the Client taken adequate and customary data backup measures.

12.2 Spiich cannot be held responsible for the meaning or interpretation of a translated message or call that is inconsistent or incomprehensible to the recipient. Indeed, Spiich cannot judge the relevance and accuracy of the sentence read, spoken or written before its translation.

12.3 Neither Spiich nor the Client shall be liable for any failure or delay in the performance of the order, including these Terms and Conditions, to the extent that such failure or delay is due to force majeure, i.e. causes beyond our reasonable control and occurring through no fault or negligence on our part.

13. Notice of cancellation

13.1. The customer has the right to unsubscribe at any time, effective for the coming month. This unsubscription is unconditional.

13.2 Spiich is not liable for any costs that the Customer may incur in relation to third parties commissioned by the Customer (e.g. banks and payment service providers).

14. Assignment | Novation

14.1 Spiich may assign all or part of an order and/or any associated rights to a third party, provided that such assignment does not affect your rights under such order.

14.2 At Spiich's request, the Client shall promptly enter into a novation agreement with a third party in respect of any order to enable Spiich to exercise its rights under Article 14.1.

15. Revision of these Terms

15.1 Spiich may from time to time amend and/or update these Terms for existing orders with effect for the future and as required by technical, economic or legal requirements. Any revisions to these Conditions will be notified to the Client in writing no later than 10 weeks prior to the proposed effective date. The Client may approve or object to the revised General Terms and Conditions of Sale and Use.

15.2 Spiich may from time to time amend and/or update these terms and conditions for future orders at any time, for any reason, and without prior notice.

16. Applicable law | settlement of consumer disputes

16.1 Any order and any difficulty, dispute or claim (whether contractual or non-contractual) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the mandatory laws of the Customer's country of habitual residence (i.e. the provisions of the law of that country which cannot be derogated from by agreement). The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply.

16.2 Spiich is neither obliged nor willing to participate in a dispute resolution procedure of the European Commission, nor in a dispute resolution procedure before any other arbitration board for consumers.

17. Subscription and capacity

17.1 "Discovery" subscription is a free subscription. Its purpose is to enable the Customer to discover the Spiich software in its entirety before committing to another subscription. All solutions are offered up to a limit of 10,000 characters. Spiich estimates a consumption of 350 to 400 characters per minute for a voice exchange (call / videoconference). The capacity of calls or videoconferences is around 25 minutes for exchanges between two people. The Discovery offer is not renewable.

18.2 "Essential" subscription, the subscription is a paying subscription. All solutions are offered up to a limit of 75,000 characters per month. Spiich estimates a consumption of 350 to 400 characters per minute for a voice exchange (call / videoconference). The capacity for calls or videoconferences is around 187 minutes for exchanges between two people. Payment of the subscription will be automatic, every month, until the subscription is cancelled. Termination of the subscription will be effective without prior notice in the following month.

18.3 "Comfort" subscription, the subscription is a paying subscription. All solutions are offered up to a limit of 250,000 characters per month. Spiich estimates a consumption of 350 to 400 characters per minute for a voice exchange (call / videoconference). The capacity for calls or videoconferences is around 625 minutes for exchanges between two people. Payment of the subscription will be automatic, every month, until the subscription is cancelled. Termination of the subscription will be effective without prior notice in the following month.

18.4 For group exchanges, the number of characters exchanged depends on the number of users in the group.

18.5 A character may represent a lower case letter, an upper case letter, a number, a punctuation mark, but also a space, a tabulation, a line break and some other special operations which do not represent symbols.

SPIICH SAS

165 AVENUE DE BRETAGNE 59000 LILLE FRANCE

January 2024