PREAMBLE

Transcri (“the Site”) is published and operated by:

TRANSCRI SAS, a simplified joint-stock company with a share capital of €500, registered with the Paris Trade and Companies Register under number 989 179 734.

Registered office: 229 Rue Saint-Honoré, 75001 Paris, France

Intra-Community VAT number: FR75989179734

Hereinafter “Transcri”.

ARTICLE 1. PURPOSE AND APPLICATION OF THE GENERAL TERMS AND CONDITIONS OF SALE

These General Terms and Conditions of Sale (the “GTC”) govern the access to and use of the Transcri platform by any person.

Definitions:

• Subscription: a plan giving access to the Service, taken out for a fixed term and automatically renewed under the conditions of Article 7.
• Customer: any natural or legal person who has created an Account or placed an Order. The Customer is either a Consumer or a Professional.
• Order: any subscription to a Subscription or any purchase of Credits.
• Account: the Customer’s personal area on the Site.
• Consumer: any natural person acting for purposes which are outside their commercial, industrial, craft, professional or agricultural activity.
• Content: the audio and video files uploaded by the Customer, as well as the transcriptions, translations and subtitles generated from them.
• Credit: a unit of use quantified in minutes, which may be purchased individually outside of any Subscription.
• Professional: any Customer who is not a Consumer.
• Quota: the transcription volume included in a Subscription for a given billing period.
• Service: the features made available by Transcri.

1.1. The Customer must have read the GTC available on the Site before placing any Order.

1.2. Transcri reserves the right to modify these GTC at any time. The version of the GTC applicable to the sale is the one appearing on the Site at the time of the Order. Consequently, placing an Order requires the Customer’s prior, full and unconditional acceptance of the GTC before validating their Order.

ARTICLE 2. ACCESSIBILITY

2.1. The Service is accessible online 24 hours a day, 7 days a week, subject to maintenance, update and security operations, as well as events of force majeure.

2.2. Transcri undertakes to use reasonable means to ensure the availability and proper functioning of the Service. It informs Customers, as far as possible, of scheduled interruptions.

2.3. Transcri may not be held liable for any damaging consequence resulting from the unavailability of the Service, for whatever reason.

2.4. Transcri does not guarantee that the Site will be free of errors, bugs, interruptions or outages.

2.5. Transcri is not responsible for access difficulties attributable to the Customer’s network, equipment or internet service provider.

2.6. Transcri may freely vary the content of the Site for commercial or technical reasons. If these modifications do not substantially or negatively alter the Service, the Customer’s acceptance will not be sought, although they may be informed.

2.7. Where a change removes or substantially degrades an essential feature of an ongoing Subscription, the Customer is informed in advance and may terminate their Subscription free of charge before the modification takes effect, with a pro rata refund for the unexpired period.

ARTICLE 3. REGISTRATION

3.1. Creating an Account is required in order to place an Order. Registration is free and without commitment. A registration confirmation email is sent to the Customer.

3.2. The Customer warrants the accuracy of the information provided and undertakes to keep it up to date. They are solely responsible for the confidentiality of their credentials and for any activity carried out from their Account. Transcri may not be held liable in the event of incorrect entry of the Customer’s contact details or of any other information.

3.3. The Customer may request the deletion of their Account at any time from their personal area or at support@transcri.io. Deletion of the Account entails the effects set out in Articles 8.4 and 15.4.

ARTICLE 4. FAIR USE POLICY

4.1. “Unlimited” access to certain features, offered as part of certain Subscriptions, is intended for normal and reasonable human use. In order to guarantee service quality for all our Customers, such use is governed by the following rules:

• No automation: the use of scripts, bots or any other automated or programmatic process for mass data extraction or file uploads from the user interface is strictly prohibited. Such use must take place through our application programming interface (API).
• Strictly personal use: login credentials are personal. Sharing an Account with third parties or granting access to unauthorised persons is prohibited.
• No resale: the Customer undertakes not to resell their access to the Service.
• Lawfulness: the Customer undertakes not to upload Content that is unlawful or for which they do not hold the necessary rights.

4.2. In the event of a proven breach, Transcri will apply the procedure set out in Article 12.

ARTICLE 5. ORDER AND CONFIRMATION

5.1. The Customer may take out a Subscription and purchase Credits. The Pricing page presents the plans, their essential characteristics, their price and their billing frequency.

5.2. Before validating their Order, the Customer is provided with a summary indicating the product, its total price, as well as the billing frequency and the term of the commitment where a Subscription is concerned. They may correct their information. Validation of the Order, materialised by a button bearing the wording “Pay and subscribe” or an equivalent and unambiguous wording, constitutes acceptance of the price, of the characteristics of the product and of these GTC.

5.3. Transcri sends the Customer, on a durable medium and without delay after the Order, a confirmation email summarising the Order. Consequently, the Customer accepts the use of their email address by Transcri. Invoices for past orders will be available in the “Billing” section of the Site.

5.4. At each billing date, the new invoice will be available in that same area, with the option of receiving a copy by email according to the Customer’s preferences.

ARTICLE 6. PRICES AND PAYMENT TERMS

6.1. The prices of the products are indicated on the Site in euros, excluding taxes and excluding additional fees, which will be calculated according to the Customer’s country of residence and paid during the payment stage.

6.2. Transcri reserves the right to modify its prices at any time. The price applicable to an Order is the one displayed on the day of that Order. Any change to the price of an ongoing Subscription is notified to the Customer by email at least thirty (30) days before it takes effect; the Customer may then terminate free of charge before that date. Failing termination, the new price applies from the next billing date.

6.3. Products are payable in cash and in full at the time of the Order, and then at each billing date for Subscriptions.

6.4. In the event of the display of an incorrect price that is manifestly derisory (nominal), for whatever reason, the Order, even if validated by Transcri, may be cancelled. The Customer will be informed as soon as possible and refunded. They may, if they wish, place a new Order at the corrected price.

6.5. Payments are made via the secure platform of our payment service provider STRIPE:

Stripe Technology Europe, Limited — 1 Wilton Park, Wilton Place, Dublin 2, Ireland — registered under number IE 513174 and authorised as a payment institution by the Central Bank of Ireland.

For any information, the Customer may consult the following website: https://www.stripe.com

No banking data transits through or is stored on Transcri’s systems. Stripe’s records constitute proof of transactions, without prejudice to the Customer’s right to provide evidence to the contrary.

6.6. By validating their Order, the Customer authorises the debit of the price at each billing date until termination.

6.7. In the event of a failed payment, Transcri informs the Customer by email and makes further attempts. Access to the Service may be suspended until the situation is regularised, after which the Subscription is terminated by operation of law at the end of that period.

6.8. In the event of fraudulent use of their means of payment, the Customer is invited to contact customer service at support@transcri.io as well as their bank.

ARTICLE 7. SUBSCRIPTION

7.1. Initial term. The Subscription is taken out for an initial period of one (1) month or one (1) year, according to the plan chosen by the Customer when placing their Order.

7.2. Automatic renewal. The Subscription is automatically renewed for successive periods of the same duration as the initial period, until terminated by the Customer or by Transcri. At each renewal, the price in force is automatically charged to the registered means of payment.

7.3. Quota. The Quota included in the Subscription is reallocated at each billing period. Any Quota not used at the end of a period is not carried over to the following period and does not give rise to any refund or compensation, the purpose of the Subscription being to make the Service available and not the actual consumption of a given volume.

7.4. Change of plan. The Customer may change Subscription at any time from their Account. Upgrading or downgrading takes effect immediately, with a pro rata adjustment based on the price already paid for the current Subscription and the price of the new Subscription.

7.5. Means of termination. The Customer may terminate their Subscription at any time, free of charge, without notice and without having to give a reason:

• from their Account, “Subscription” section, using an online termination feature accessible in a few clicks, in accordance with Article L215-1-1 of the French Consumer Code;
• or by email to support@transcri.io.

No telephone step, no postal letter and no prior exchange with customer service may be required.

7.6. Effects of termination. Termination ends the automatic renewal. The Customer retains access to the Service and to their Quota until the end of the billing period already paid for, with no further charge from that date. No pro rata refund is due for the current period, as it has been made available in full, subject to the cases provided for in Articles 2.7, 6.2, 10 and 11.

7.7. Termination of the Subscription does not entail deletion of the Account, which remains accessible on the free plan, nor loss of any Credits held.

ARTICLE 8. CREDITS

8.1. Credits are units of use that may be purchased individually, independently of any Subscription. Their price and the corresponding transcription volume are indicated on the “Upgrade” page.

8.2. Purchased Credits are valid without time limit and without any Subscription requirement.

8.3. Credits are non-transferable and may not be refunded outside the cases provided for in Article 11.

8.4. In the event of deletion of the Account at the Customer’s initiative, unused Credits are permanently lost. In the event of termination at Transcri’s initiative under the conditions of Article 12, unused Credits are refunded, except where the termination is motivated by fraud or a serious breach by the Customer.

ARTICLE 9. PROVISION OF THE SERVICE

9.1. As the Service is supplied in digital form, access is opened immediately after validation of the Order.

9.2. In the case of manual processing by a human, Orders are carried out within a maximum of twenty-four (24) hours from the transmission of the file, except in the event of exceptional unavailability. A delivery time will be given as an estimate based on the workload required. In the event of a significant overrun of this time attributable to Transcri, the Customer may request the cancellation of the Order concerned and obtain a refund of the corresponding amounts within a maximum of fourteen (14) days from their request.

9.3. In the context of a customised service subject to a quotation, the agreed time is the one set out in the quotation, failing which thirty (30) days.

ARTICLE 10. RIGHT OF WITHDRAWAL

10.1. In accordance with Articles L221-18 et seq. of the French Consumer Code, the Consumer has a period of fourteen (14) days from the conclusion of the contract to exercise their right of withdrawal, without having to give reasons for their decision or bear any other costs.

10.2. As the Services offered by Transcri are available immediately, the Consumer is invited, when validating their Order, to expressly request immediate performance of the service by means of a dedicated checkbox. By ticking this box, they acknowledge being informed that they will lose their right of withdrawal once the service has been fully performed, in accordance with Article L221-28, 2° of the French Consumer Code.

In the absence of such consent, performance of the Service only begins upon expiry of the withdrawal period.

10.3. The purchase of Credits follows the same regime. The consumption of Credits constitutes performance of the service up to the amount of Credits consumed.

10.4. The right of withdrawal applies to the initial subscription. The automatic renewals provided for in Article 7 do not constitute new distance contracts and do not open a new withdrawal period; the Customer does, however, have the right of termination provided for in Article 7, which may be exercised at any time.

ARTICLE 11. REFUNDS

11.1. Transcri refunds the Customer in the following cases:

• exercise of the right of withdrawal (Article 10), on a pro rata basis where applicable;
• double charge, billing error or charge made after a termination;
• prolonged unavailability or lack of conformity of the Service not remedied within a reasonable time after being reported (Article 13);
• overrun of the provision time (Article 9);
• cancellation of the Order by Transcri (Articles 6.4 and 12.4);
• absence of prior information before renewal (Article 7.2).

11.2. Save as a goodwill gesture, the following do not give rise to a refund:

• non-use of the Service during a billed period;
• unused Quota;
• forgetting to terminate;
• dissatisfaction with the quality of a result generated by artificial intelligence where the Service has functioned.

11.3. Refunds are made to the means of payment used for the Order, within a maximum of fourteen (14) days from the recognition of the right to a refund.

11.4. Any complaint is to be addressed to support@transcri.io. Transcri acknowledges receipt and responds within a maximum of fourteen (14) days.

ARTICLE 12. SUSPENSION AND TERMINATION AT TRANSCRI’S INITIATIVE

12.1. Transcri may suspend access to the Service, terminate the Subscription and delete the Customer’s Account only in the following cases:

• breach of the obligations of Article 4 (fair use);
• non-payment under the conditions of Article 6.7;
• fraudulent or unlawful use, or use infringing the rights of third parties;
• proven risk to the security, integrity or availability of the Service.

12.2. Except in the case of a serious breach, fraud or a legal obligation requiring immediate action, Transcri notifies the Customer of the breach observed by email and grants them a period of 7 days to remedy it before any suspension or termination. The termination decision is reasoned.

12.3. Transcri also reserves the right to refuse or cancel an order from a customer in the event of abnormal or abusive complaints, abnormal orders with regard to the quantities ordered, abnormal or abusive exchanges and returns, or an existing dispute with the customer.

12.4. Termination at Transcri’s initiative ends the Subscription on its effective date. The amounts corresponding to the paid but unexpired period are refunded on a pro rata basis, except where the termination is motivated by fraud or a serious breach by the Customer.

12.5. The Customer is in any event entitled to challenge the decision at support@transcri.io and to use the remedies provided for in Article 18.

ARTICLE 13. LEGAL GUARANTEE OF CONFORMITY

13.1. Transcri provides a Service that conforms to its description and to reasonably expected uses. The Consumer benefits from the legal guarantee of conformity for digital content and services provided for in Articles L224-25-12 et seq. of the French Consumer Code.

13.2. This guarantee is exercised free of charge for the Consumer. It applies:

• for a one-off supply (purchase of Credits): for two (2) years from the supply;
• for a continuous supply (Subscription): throughout the term of the Subscription.

13.3. In the event of a lack of conformity, the Consumer may require the Service to be brought into conformity and, if this is impossible or does not occur within a reasonable time, obtain a price reduction or rescission of the contract with a refund.

13.4. The Consumer also benefits from the legal warranty against hidden defects under the conditions of Articles 1641 et seq. of the French Civil Code.

13.5. The Service relies on artificial intelligence algorithms whose results are not free from errors. The transcription accuracy rate is indicative and varies according to the quality of the recording, the accent, background noise and the language. It is for the Customer to proofread and, where applicable, correct the generated Content before any use. This reservation, brought to the Customer’s attention before the Order, forms part of the description of the Service; it does not restrict the legal guarantees referred to above.

ARTICLE 14. LIABILITY

14.1. Consumers: Transcri is automatically liable for the proper performance of the contract under the conditions of Article L221-15 of the French Consumer Code. No provision of these GTC may be interpreted as limiting this liability, nor the legal guarantees referred to in Article 13, nor Transcri’s liability in the event of personal injury or gross or wilful misconduct.

14.2. Professionals: Transcri’s liability is limited to direct and foreseeable damage, and capped at the total amount paid by the Customer during the twelve (12) months preceding the triggering event. Indirect damage is excluded, in particular loss of turnover, profit, customers, data or reputation. These limitations do not apply in the event of personal injury or gross or wilful misconduct.

14.3. The Customer is solely responsible for the Content they upload, for the lawfulness of its processing, for compliance with the rights of the persons recorded and for the use they make of the results produced.

14.4. Transcri uses Artificial Intelligence algorithms which are not infallible. As the quality of the outputs is not guaranteed, the Customer is responsible for proofreading their documents before any subsequent use.

14.5. The Customer is responsible for the security of their own equipment and for backing up their files.

ARTICLE 15. DATA AND INTELLECTUAL PROPERTY

15.1. The Customer remains the sole holder of the rights in their Content. Transcri claims no ownership right over the files uploaded or over the transcriptions generated.

15.2. The Customer grants Transcri a non-exclusive licence, limited to the duration strictly necessary for the performance of the Service, for the sole purpose of hosting, processing and returning the Content.

15.3. The Customer’s Content is not used to train or improve artificial intelligence models, either by Transcri or by its subcontractors.

15.4. The Content of free accounts is retained for a period of seven (7) days and then deleted. Subscriptions allow storage with no time limit. The Customer may delete their Content at any time from their Account. In the event of termination of the Subscription or deletion of the Account, the stored Content is deleted within 24 hours, the Customer being invited to export it beforehand.

15.5. The processing of personal data is described in the Privacy Policy. Where the Customer uploads Content containing personal data of third parties, they act as data controller and Transcri as processor; the conditions of that processing are set out in the data processing agreement available on request (Data Processing Agreement).

15.6. The Site, the Service, their software components, trademarks and graphic elements remain the exclusive property of Transcri. No provision hereof entails any transfer of rights to the Customer.

ARTICLE 16. COMMERCIAL REFERENCE

16.1. Unless expressly objected to in writing by the customer, the customer expressly authorises Transcri to use its corporate name, trade name, brand, logo and any other associated distinctive sign, exclusively for commercial reference purposes on various media, whether physical or digital, including on Transcri’s website and social media. This authorisation is granted for an indefinite period.

16.2. Transcri formally undertakes not to alter or modify the customer’s distinctive elements in any way whatsoever.

16.3. The customer may, at any time, withdraw this authorisation by sending a simple written request to Transcri, which will then take all necessary measures to remove said elements from its communications as soon as possible.

ARTICLE 17. APPLICABLE LAW AND LANGUAGE

17.1. These GTC and the transactions arising from them are governed by and subject to French law.

17.2. This choice does not deprive the Consumer of the protection afforded to them by the mandatory provisions of the law of the country in which they have their habitual residence, in accordance with Article 6 of Regulation (EC) No 593/2008 (Rome I).

17.3. The GTC are initially drafted in French and translated into the languages in which the Service is marketed. For the Consumer, the authoritative version is the one drafted in the language of the Site used at the time of their Order.

17.4. For Professionals, in the event of any discrepancy between language versions, the French version prevails.

ARTICLE 18. COMPLAINTS, MEDIATION AND JURISDICTION

18.1. The Customer sends any complaint to support@transcri.io. Transcri undertakes to respond under the conditions of Article 11.4.

18.2. In accordance with the provisions of the French Consumer Code concerning “the consumer dispute mediation process”, after having contacted us and failing a satisfactory response, you have the option of using a consumer mediation procedure free of charge with:

CM2C — 49 rue de Ponthieu, 75008 Paris, France — Tel: +33 1 89 47 00 14 — https://www.cm2c.net/declarer-un-litige.php — litiges@cm2c.net

18.3. A Consumer residing in another European Union Member State may also refer the matter to the European Consumer Centre France: Bahnhofsplatz 3, 77694 Kehl, Germany — https://www.europe-consommateurs.eu

18.4. Failing an amicable resolution, the dispute is brought before the competent courts. The Consumer may, at their choice, bring the matter before the court of the place of their domicile or that of Transcri’s registered office.

18.5. For Professionals, exclusive jurisdiction is granted to the courts within the jurisdiction of Paris.

ARTICLE 19. MISCELLANEOUS PROVISIONS

19.1. Partial invalidity. If any provision hereof is declared void or unenforceable, the other provisions retain their full force.

19.2. Non-waiver. The fact that Transcri does not rely on a breach does not constitute a waiver of its right to rely on it subsequently.

19.3. Assignment. Transcri may assign these terms in the context of a restructuring or transfer of business, subject to informing the Customer, who may then terminate free of charge.