Last updated: September 17th, 2026
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 924 837 636 with the Registry of Trade and Companies of Nanterre, whose head office is located 14 RUE BEFFROY, 92200 NEUILLY-SUR-SEINE
pyannote can be contacted, including for any claim, through any of the following channels:
Street Address: 14 RUE BEFFROY, 92200 NEUILLY-SUR-SEINE
Email address: vincent@pyannote.ai
3. Conditions of access to the Services
The Services are exclusively reserved for professional use. The Solution and the Services can be accessed by:
i) Any professional, understood as any natural person or legal entity acting for purposes within the scope of their commercial, industrial, artisanal, liberal or agricultural activity, including when acting in the name of or on behalf of another professional;
ii) Any legal entity acting through a natural person having full legal capacity to enter into a contract in the Customer’s name and on behalf of the entity.
The Customer acknowledges that the Services are not intended for consumers, understood as any natural person who acts for purposes that do not fall within the scope of their professional activity, within the meaning of the French Consumer Code,
By registering on the Platform, the Customer undertakes to use a professional email address only. The Platform reserves the right to refuse or suspend access to any Customer who does not comply with this requirement.
4. Quotation and acceptance of the General Terms and Conditions
The acceptance of these General 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
5.1. Subscription by Quotation
The contractual documents between the Customer and the Company is governed in descending hierarchical order, by the following documents:
The Quotation
The Pricing Terms;
These General Terms and Conditions.
In the event of conflict between different Quotations, the provisions contained in the latest Quotation shall prevail.
5.2. Subscription on the Platform
6. Absence of right of withdrawal
The Customer has expressly (i) agreed that the Services will be provided to them upon their acceptance of the General Terms and Conditions or signature of the Quotation and that (ii) they waive their right of withdrawal once the Services have been fully executed by the Company. As the Services are effective immediately, 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 Customer 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.
Before subscribing, the Customer acknowledges that they can find out about the characteristics of the Services and their constraints, in particularly technical constraints, on the Platform.
The Customer acknowledges that the implementation of the Services requires a connection to the Internet and that the quality of the Services depends on this connection, for which the Company is not responsible.
The Company reserves the right to offer additional or modified Services at any time. Any modification to the subscribed Services must be the subject of an additional Quotation or a new subscription on the Solution.
8. Duration of the Services
8.1. Subscription by Quotation
The Services’ duration is specified in the applicable Quotation.
8.2. Subscription on the Platform
The Customer subscribes to the Services in the form of a monthly subscription (the "Subscription").
The Subscription starts on the day of subscription on the Platform for an initial period of one month.
It is tacitly renewed, for successive periods of the same duration as the initial period (together with the initial period, the "Periods"), from date to date, unless the Subscription is terminated under the conditions of article "End of Services".
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:
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;
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. Terms of use of the Pilot License
For Customers deploying the Solution in on-premises mode, the Company may grant a pilot license from the Effective Date (the "Pilot Period"), under the terms and conditions of these General Terms and Conditions and the applicable Quotation.
The purpose of the Pilot Period is to allow the Customer to evaluate the Solution in its own technical environment prior to entering into a full commercial relationship with the Company.
At the end of the Pilot Period, the Parties shall meet to assess the results of the evaluation and determine whether they wish to enter into a commercial relationship.
If the Parties decide to proceed, a new Quotation shall be issued and signed by both Parties, which shall supersede the pilot arrangement and govern the terms of the ongoing License.
If the Parties decide not to proceed, upon expiry of the Pilot Period, the provisions of article "Deletion of the Solution and Commitment of Non-Use upon end of contractual relationship" shall apply in full to the Customer, mutatis mutandis, as if the Pilot Period constituted the contractual relationship referred to therein.
Unless otherwise agreed in writing, the Pilot Period shall not be renewed or extended. No commercial commitment of any kind shall arise from the mere conduct of the Pilot Period.
9.3. Prohibited behavior
It is strictly prohibited to use the Services and the Solution to the following ends:
Carrying out activities that are illegal, 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 frequency of these Updates are left to the Company's discretion. For Services accessed via the API or the Platform, the Customer expressly agrees that Updates are applied automatically and without prior notice. For on-premises deployments, Updates are made available to the Customer, who remains responsible for deploying them within its own environment; the Company may recommend timelines for applying Updates.
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.
For enterprise Customers whose Quotation specifies premium support, support is provided via a dedicated Slack channel with an escalation path with response times as defined in the applicable Service Level Agreement.
Level of Services
11.1. Subscription by Quotation
When a Quotation is applicable, the Company's service level commitments are described in the attached SLA.
The SLA does not apply to:
incidents caused by the Customer’s environment,
configuration, or misuse of the Solution;
unavailability due to scheduled maintenance or force majeure events;
issues arising from third-party systems, APIs, or networks beyond the Provider’s control.
11.2. Subscription on the Platform
11.2.1. Availability
The Company shall make its best effort to provide the Services with diligence and to ensure the availability of its server infrastructure.
Furthermore, the Company uses its best effort to provide the Customer with quality Services.
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;
circumstances external to its network (including but not limited to partial or total failure of the Customer’s servers),
failure of equipment, cabling, services or networks not included in its Services or not under its responsibility,
interruption of Services by telecom operators or Internet service providers,
intervention by the Customer, including but not limited to incorrect configuration of the Services,
force majeure.
The Company is responsible for the operation of its servers, the outer limits of which are constituted by the connection points.
Furthermore, the Company does not guarantee that the Services:
as they are subject to constant research to improve their performance and progress, will be totally free of errors, defects or faults,
as they are standard and in no way tailored to the Customer’s personal requirements, will specifically meet the Customer’s needs and expectations.
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.
Any delay attributable to the Customer postpones the agreed delivery date by the same duration.
11.2.2. Data storage
The Company provides sufficient storage capacity for the operation of the Services.
11.3. Security and data breach
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.
The Company makes its best efforts to ensure data security by implementing measures to protect infrastructures and the Platform, to detect and prevent malicious acts and to recover data. In the event of security incidents, threats or situations of vulnerability, the Company undertakes to take the following measures: (i) implement without undue delay appropriate measures to identify, contain and remediate the incident and mitigate its effects; (ii) notify the Customer without undue delay and, where the incident constitutes a personal data breach, in accordance with the timeframe and content requirements set out in Article 9.1 of the Data Processing Agreement (Appendix 1); (iii) provide the Customer with the information reasonably necessary to assess the incident and meet its own legal obligations; and (iv) keep a record of the incident and the remedial measures taken. Where the Solution is deployed on-premises, the data processed through the Solution remains under the Customer's sole control, and the Company's obligations under this article are limited to incidents affecting the data processed by the Company, in the on-premise context, on behalf of the Customer (in accordance with the Data Processing Agreement (Appendix 1) or on its own behalf (in accordance with the Privacy Policy).
Financial Conditions
12.1. Pricing terms
The prices of the License granted to the Customer and for the use of Services (the “Pricing Terms”) are indicated on the Platform or in the applicable issued Quotation(s). The payment of the subscription shall be made upfront as a fixed commitment, at the beginning of each billing cycle as set out in the Platform or the Quotation(s) (the "Committed Amount").
The Customer is provided with a set number of credits valid for a specific period, as determined by the plan selected when subscribing on the Platform or as specified in the applicable Quote.
Any excess credit usage will be billed by the Company based on a “pay-as-you-go” model. At the end of each month, any outstanding amount will be invoiced and collected at the end of the month (the “Overage Volume”).
The price per hour depends on the tier prices listed in the API access section of the selected plan.
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 Pricing Terms 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. Minimum file duration billing
For billing purposes, each audio file is subject to a minimum duration of twenty (20) seconds. Any file with a duration of less than twenty (20) seconds shall be deemed to have a duration of twenty (20) seconds and will be invoiced accordingly.
12.4. Payment methods
Payments for all fees shall be made in accordance with the terms defined in the Pricing Terms or the applicable Quotation(s).
The Customer 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 “Audit”.
12.5. 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 “Sanctions 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, without prejudice to additional compensation if the collection costs actually incurred exceed this amount.
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. Customer’s obligations
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 solely responsible for the use of the Solution by its users. The Customer warrants that the users shall not use the Solution for purposes other than for which they were designed, and in particular for any illicit, non-compliant or unauthorized purposes, including against all laws and regulations in force in the applicable country/territory of use of the Solution as well as, where applicable, the European Regulation (EU) 2024/1689 (the “AI Act”)or any equivalent legislation on Artificial Intelligence. Accordingly, the Customer remains exclusively responsible for ensuring that the deployment of the Solution complies with such legal frameworks. The Customer is therefore solely responsible for setting up procedures aimed at preventing and redressing the commission of such acts.
Where the Customer activates or uses the speaker-identification add-on enabling the creation, storage and use of voiceprints (the “Voiceprint Add-on”), as referred to in the article "Services", the Customer is informed that the Voiceprint Add-on processes biometric data and enables speaker identification. The intended purpose of the Voiceprint Add-on is the identification of speakers within audio content submitted by the Customer. The Company does not provide, deploy or intend the Voiceprint Add-on or any Services to be deployed as a remote biometric identification system or otherwise as a high-risk AI system within the meaning of the AI Act.
The Customer acknowledges that whether its use of the Voiceprint Add-on is qualified as a “high-risk AI system” (in particular as a remote biometric identification system) depends on the Customer's own conditions of use, and notably on whether the natural persons concerned are identified without their active involvement.
The Customer is solely responsible, at its sole risk, cost and expense, and shall indemnify and hold the Company harmless in accordance with the article “Customer's warranty” for: (i) assessing the classification of its use, including any exemption under Article 6(3) and any documentation and registration under Article 6(4); and (ii) complying with all resulting obligations. More generally, the Customer is solely 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.
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 warranty
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.
The Customer warrants that he holds all required rights and authorizations to enable the Company to fully and lawfully perform and provide its Services. The Customer shall be solely responsible for obtaining all necessary prior consents and authorizations from users regarding the use and processing of their personality rights and attributes. This includes, without limitation, the processing of their voice and voice prints.
Consequently, the Company shall not be held liable under any circumstances for any breach, claim, or damage arising out of or related to a violation of personality rights, privacy rights, or lack of proper authorization from the Customer’s users.
15. Sanctions for breaches
The following are material obligations for the Customer (the "Material Obligations"):
payment of the price,
not to provide the Company with incorrect or incomplete information,
not to use the Services for a third party,
not to engage in any illegal or fraudulent activities or activities that infringe on the rights or safety of third parties, undermine public order or violate applicable laws and regulations.
In the event of a breach of any of these Material Obligations, the Company may:
suspend or terminate the Customer’s access to the Services,
delete all content related to the breach,
publish on the Platform any information message the Company deems useful,
notify any competent authority, cooperate with it and provide it with any information that may be useful in investigating and punishing illegal or illicit activities,
take any legal action.
These sanctions are without prejudice to any damages that the Company may claim from the Customer.
In the event of a breach of any obligation other than a Material Obligation, the Company will request the Customer by any useful written means to remedy the breach within a maximum period of 15 (fifteen) calendar days. Services will be terminated at the end of this period if the breach is not remedied.
16. Company’s obligations and liability
Customer 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 undertakes not to use any audio files or outputs generated through the use of the Solution by the Customer for the purpose of training, improving, or developing the Company’s own algorithms, software, or artificial intelligence models, unless explicit consent has been given by the Customer.
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, the Company’s liability is limited to proven direct damages suffered by the Customer as a result of using the Services.
With the exception of bodily injury, death and gross negligence, and subject to having made a claim by registered letter with acknowledgement of receipt, within a period of one month following the occurrence of the damage, the Company shall not be held liable to the Customer, for the payment of damages of any kind, for an amount exceeding the total amount paid by the Customer to the Company in the twelve (12) months prior to the time the alleged damages occurred.
17. Intellectual Property
17.1. Intellectual Property on the Platform
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.
The Customer is granted a non-exclusive, personal and non-transferable license to use the Solution, in the deployment mode (API/Platform or on-premises) set out in the applicable Quotation or selected on the Platform, for the duration specified in the article "Duration of the Services". The license does not entail any transfer of ownership.
17.2. Intellectual Property on the Solution
Unless otherwise stated in the Quotation, the License does not grant the Customer any intellectual property rights in the Solution, which remain the exclusive property of the Company.
In particular, the Customer refrains from using the License to train competing diarization products or models in accordance with the provisions of the article “Terms of the License”.
17.3. Intellectual Property on audio output
The intellectual property rights pertaining to the resulting audio file carried out by the Solution, including, but not limited to, text files, speech segments and diarization results based on the Customer’s input (the “Output”) are fully retained by the Customer, 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”.
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; (iii) which would have been lawfully received from a third party; (iv) 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 parties undertake, each insofar as it is concerned, to comply with all legal and regulatory obligations incumbent on them in terms of personal data protection, in particular Law 78-17 of January 6, 1978 in its latest amended version known as the Loi Informatique et Libertés and Regulation EU 2016/679 of the European Parliament and of the Council of April 27, 2016 (together the “Applicable Regulations”).
To find out more about the processing carried out by the Company as data controller, the Customer is invited to consult the Company’s privacy policy, which is available on the Platform.
To find out more about the processing carried out by the Company as data processor, the Customer is invited to consult the data protection agreement (the “DPA”) in Appendix 1.
For the avoidance of any doubt, when deployed on-premises, the Solution operates entirely within the Customer’s infrastructure. The Company does not collect, access or otherwise process the audio content, voiceprints, transcriptions, diarization outputs or any other personal data contained in or derived from the data processed through the Solution by the Customer or its users, all of which remain under the Customer’s sole responsibility and control.
To this end, the Company processes, as data controller acting on its own behalf, a limited set of personal data consisting of (i) the Customer’s contact and contractual data (such as the names, professional contact details, purchase history, orders, invoices and similar information of the Customers representatives) and (ii) the technical usage signals transmitted by the Solution to the Company for the sole purposes of usage tracking, billing and invoicing, as referred to in the article “Financial Conditions” and as detailed in Appendix 2. Such data is processed for legal, accounting, tax, billing reconciliation, audit-trail, fraud-prevention and customer- relationship purposes, in accordance with the Company’s privacy policy, which the Customer is invited to consult on the Platform.
21. Transfer of the agreement
These General Terms and Conditions are deemed to have been entered into in consideration of the person of the Customer.
Consequently, they shall be automatically terminated in the event of a merger, acquisition, assignment, or transfer of the Customer’s business assets or activities to another legal entity, unless otherwise agreed between the Parties.
In the event of an agreement to the contrary, all rights and obligations resulting from this agreement and its performance, including the right to claim damages for a breach prior to the transfer, shall be enforceable against the assignee of the agreement.
The Company may freely assign or transfer the agreement, in whole or in part, in the event of a merger, acquisition, assignment, or transfer of its business assets or activities to another legal entity. In such event, all rights and obligations resulting from the following agreement and its performance, including the right to claim damages for a breach prior to the transfer, shall be enforceable against the assignee of the agreement.
22. Change of Control
These General Terms and Conditions are deemed to have been entered into in consideration of the person of the Customer.
Consequently, they shall be automatically terminated in the event of any change of control transaction (as defined under Article L. 233-3 of the French Commercial Code) affecting the Customer, unless otherwise agreed between the Parties.
In the event of an agreement to the contrary, all rights and obligations resulting from the agreement and its performance, including the right to claim damages for a breach prior to the change of control, shall remain applicable.
The Company may freely carry out any change of control transaction (as defined under Article L. 233-3 of the French Commercial Code). In such event, all rights and obligations resulting from the agreement and its performance, including the right to claim damages for a breach prior to the change of control, shall remain applicable.
23. 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. Deletion of the solution and commitment of non-use Upon termination or expiry of these General Terms and Conditions for any reason whatsoever, the Customer undertakes to:
Provide the Company, within a period of ten (10) business days, with a written report summarizing the actual usage of the Solution during the term of the Agreement, including but not limited to:
Total hours of diarization processed,
Number of voice prints created,
Total hours of speaker identification processed.
Submit to the Company, within the same timeframe, a signed declaration, approved by its legal department, confirming that:
All components of the Solution (including any models, code, outputs, and associated data) have been permanently deleted from all of the Customer's systems, servers, and environments;
The Customer commits not to make any further use of the Solution or of any data, outputs, or artifacts derived from its use, for any purpose whatsoever, including but not limited to research, development, evaluation, or production.
The template of the declaration to be signed by the Customer is provided by the Company.
Failure by the Customer to comply with the obligations described in this clause shall be considered a material breach of the General Terms and Conditions.
24. References
The Customer hereby authorizes the Company to cite and use as appropriate a reproduction of its name, trademark ,logo and commercial denomination as a customer reference, especially at events, in its business documents and on its internet site, or in any form whatsoever for the duration of the contractual relationship and for a period of three (3) years thereafter.
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.
25. 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, such 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.
26. End of Services
26.1. Subscription by Quotation
Unless the Quotation expressly provides that the Services terminate at the end of their term, the Services shall be tacitly renewed at the end of the term specified in the Quotation for successive periods equal in duration to the initial term. Either party may prevent renewal by giving notice no later than thirty (30) days before the end of the current term:
• by the Customer, using the contact information provided in the article "Manager of the Solution and Services, contact details".
• by the Company, by notice to the contact details of the signatory of the Quotation(s).
26.2. Subscription on the Platform
Unless otherwise stated in a Quotation, upon expiration of a Period, the Subscription shall be tacitly renewed for successive monthly periods.
The Subscription must be canceled no later than 2 days before the end of the current Period, by:
The Customer, by sending a request to the Company using the contact information provided in the article “Manager of the Solution and Services, contact details”;
The Company, by sending an email to the Customer.
Any Period that has already begun is due in full.
27. 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.
28. Amendments
The Company reserves the right to amend these General Terms and Conditions at any time by providing the Customer with a 15 (fifteen) days’ notice before they come into force. Customer shall be informed of these amendments by any written means.
The amended General Terms and Conditions apply upon renewal of the Subscription.
If the Customer does not accept the amended General Terms and Conditions, they must cease to use the Services before the entry into force of the amendments under the conditions of “End of Services”.
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.
29. 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. Notifications giving formal notices must be sent by registered letter with acknowledgement of receipt.
30. 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.
31. 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 Paris shall be the only competent jurisdiction capable of judging the dispute, save conflicting mandatory rules of practice.
Appendix 1: Data Processing Agreement
Note on retention periods: The retention periods set out in this Appendix A are the Processor's default system settings. Where the Client (or any user acting under its authority) modifies retention behaviour through the system settings available within the Services (for example, by enabling extended retention or opting into data persistence features), such change is always subject to explicit, informed consent captured within the product interface and is therefore deemed to have been made knowingly and deliberately by the Client, acting in its capacity as Data Controller. The Client remains responsible for governing the use of such settings, including by its authorised users where applicable.
Appendix 2: Telemetry for On-Premises
This Appendix describes the telemetry requests issued by the on-premises package of the Solution to the Company's servers, as referred to in article 11.3 (Payment methods). These requests enable the Company to authenticate the Customer's deployment, measure usage of the Solution, and generate the associated invoices.
Four (4) request types are issued by the on-premises package:
API Key Authorization Request — triggered when the pipeline is instantiated. Payload: token (API key), user_agent (on-premises version, OS type and architecture).
Job Start Request — triggered at the very beginning of a diarize, voiceprint, identify or transcribe job. Payload: token, user_agent, event_name (one of: diarization, voiceprint, identification, transcription).
Job Success Request — triggered upon successful completion of a diarize, voiceprint, identify or transcribe job. Payload: token, user_agent, job_id, duration (audio duration in seconds).
Job Failure / Cancel Request — triggered when a diarize, voiceprint, identify or transcribe job has failed or has been cancelled. Payload: token, user_agent, job_id.
No audio content, transcript, speaker embedding or other Customer input or output data is included in these requests. The requests carry only the technical metadata listed above, which is strictly necessary to authenticate the deployment, measure billable usage and produce the associated invoices.