Terms & conditions

1. General

These General Terms and Conditions of Service (hereinafter "GTCS") are concluded between Gladia, a simplified joint-stock company with a capital of 1,838.83 euros, registered with the RCS of Lille Métropole under No. 909 935 736 and whose head office is located at 2 rue Kellermann, 59100 Roubaix, France, represented by its President, and any person or entity (hereinafter "Customer") using the services offered by Gladia’s AI solution.

The Agreement (as this term is defined below) cancels and replaces all oral or written agreements which may have been previously concluded between the Parties in this respect and may only be modified by a new contract or an amendment concluded in writing and signed by the Parties. Any other document issued by Gladia, in particular catalogues, prospectuses or advertisements, is only informative and indicative, not contractual.

These GTCS constitute a proposal for commercial conditions that may be supplemented and/or amended by additional terms provided for in the special terms and conditions (hereinafter the “Special Terms and Conditions”) which, in case of contradiction, will prevail over the GTCS. In the absence of express written acceptance by Gladia, any stipulation contrary to this Agreement (as this term is defined below) made by the Customer, in particular in the Customer's general terms and conditions of purchase or any other document, will be unenforceable against Gladia, regardless of when it may have been brought to its attention. The same applies to additions, omissions or modifications to any of the provisions of the Agreement (as this term is defined below) that aren’t expressly accepted in writing by Gladia.

Agreements that may derogate from one or more clauses of these GTCS replace only the clause(s) in question. The other clauses remain fully applicable.

Acceptance of these GTCS by the Customer implies the latter's acceptance of the General Terms of Use of the Services which are accessible on Gladia’s website.

These GTCS are accessible on Gladia's website and may be addressed or delivered to each Customer requesting it. Gladia is free to modify these GTCS at any time for the needs of and according to the evolution of the Services. The changes thus made enter into force within fifteen (15) days from the date they are notified to the Customer by e-mail or on his personal space unless the Customer terminates the GTCS in accordance with Article 14 during this period. For the avoidance of doubt, the Special Conditions already accepted by the Customer may only be amended subject to the Party’s prior written approval.

By ticking the box "I accept the General Terms and Conditions" and then clicking on the "Confirm and proceed to payment" box, or by signing the Master SaaS Agreement and its Special Terms and Conditions, the Customer acknowledges having read and accepted all the GTCS. If applicable, the version of the GTCS in force on the date of the Special Terms and Conditions’ signature is applicable to the Customer.

The English version of these GTCS shall prevail over any translation.

2. Definitions

"Agreement": means the General Terms and Conditions of Use, the GTCS, the Data Processing Agreement and if applicable the Special Terms and Conditions.

"API": means an application programming interface with artificial intelligence created and administered by Gladia which functionalities are listed in Article 4.1 of the General Terms and Conditions of Use.

"Content": means collectively the information imported into the API ("Input") and the result generated ("Output") by a Customer.

“Credit”: means the unit of account used to pay for the use of the API. One (1) Credit corresponds to one (1) cent of the currency chosen by the customer. The price of one (1) hour of use of the API is as set out on the Website, exclusive of taxes. Credits are consumed as the Customer uses the API, in accordance with the applicable rates and depending on the products, models and options used and on the volume of audio or video content processed. Credits apply to the Self-Serve Offer.

“Custom Offer”: means the Offer subscribed by the Customer under a Master SaaS Agreement and its Special Terms and Conditions, the scope, financial conditions, payment terms and, where applicable, volume commitment of which are set out therein.

"Customer": means Gladia's contracting partner, a person or entity to whom Services are provided by Gladia.

“Data Processing Agreement”: means the contractual document which sets out the terms and conditions applicable to the processing of personal data under this Agreement and forms an integral part thereof.

“Documentation”: has the meaning ascribed to it in the General Terms and Conditions of Use.

“General Terms and Conditions of Use”: means the terms and conditions of use of the API which are accessible on Gladia’s website.

"GTCS": means these Gladia General Terms and Conditions of Service and its appendices.

“Master SaaS Agreement”: means the software-as-a-service framework agreement entered into between Gladia and the Customer, together with its appendices, including the Special Terms and Conditions.

“Offer”: means, collectively, the Self-Serve Offer and the Custom Offer and, individually, the one subscribed by the Customer.

"Payment Method": means a current, valid, accepted and updatable method of payment (bank card or bank transfer according to the service offered).

“Self-Serve Offer”: means the credit-based Offer subscribed online by the Customer on the Website, under which access to the API is granted in consideration of the purchase and consumption of Credits, at the prices set out on the Website (https://www.gladia.io/pricing).

"Service(s)": means the provision of the API, if applicable, of any services described in the Special Terms and Conditions and, if applicable, of the Specifics Developments.

"Special Terms and Conditions": means the additional terms to these GTCS that may be agreed upon between the Parties.

“Specific Developments”: means the services described in Article 4.

“Website”: means Gladia’s website which URL is www.gladia.io.

3. Purpose of the GTCS

The purpose of these GTCS is to set out the contractual provisions relating to the respective rights and obligations of Gladia and its Customer in relation to the provision of the Services offered by Gladia.

Gladia provides the Customer with access to the API in SaaS mode under the conditions defined in the Agreement. The contractual documents making up the Agreement are mutually explanatory. However, in the event of any contradiction or discrepancy between the terms of these contractual documents, the order of priority shall be as follows, in descending order:

1. the Master Saas Agreement, and its Special Terms and Conditions;
2. the Data Processing Agreement;
3. these GTCS;
4. the General Terms and Conditions of Use.

4. Specific Developments

As part of their commercial relations, the Customer may ask Gladia to carry out specific developments created to measure for the needs of the Customer (the "Specific Developments"), in return for invoicing made on quote.

The implementation of Specific Developments will be subject to the Special Terms and Conditions that take into account all the Customer's functional requirements and objectives.

The Specific Developments thus developed and made available to the Customer will remain the property of Gladia.

5. Obligations of the Parties

Obligations of Gladia

Gladia undertakes to perform the Agreement within an obligation of means. Gladia will perform the Agreement in a professional manner and in accordance with the usual standards applicable for similar services and guarantees that its personnel have the skills and experience necessary to perform the Agreement.

Gladia:

• requests any information useful for the performance of the Agreement that is not in its possession;
• performs its mission in accordance with the rules of the art, existing standards and the laws and regulations in force as a professional with extensive experience in such achievements;
• fulfils with the greatest diligence its duty to advise and, to this end, undertakes to provide the Customer with all the necessary recommendations to enable it to operate the Services under the best conditions in accordance with the expected use of the latter;
• monitors the performance of the Agreement and warns the Customer in good time of any difficulty in the performance of the Agreement;
• makes all suggestions to improve and/or accelerate the progress of the know-how and recommends suitable solutions;
• makes every effort to provide access to the API.

Obligations of the Customer

The Customer agree to:

• use the Services in accordance with its purpose, the Documentation and this Agreement;
• carry out his business in accordance with the legislation in force;
• respect the rights of third parties and more generally the laws applicable to the Services;
• not use or operate the Services for any purpose other than that provided for in this Agreement.

The Customer will provide Gladia, within a reasonable time, with all the information and explanations that may be necessary for Gladia to carry out the tasks and missions incumbent upon it under the Agreement within the required timeframes and in the best possible conditions.

The proper performance of Gladia's obligation will depend on the communication and accuracy of the information provided by the Customer. Gladia considers all information provided by the Customer to be sincere and true. In the event of changes in any of this information, the Customer agrees to inform Gladia as soon as possible, by any written means or through the API. Gladia can’t be held responsible for the incorrect delivery of the Services if this was caused by the Customer's incorrect, incomplete or late provision of information.

The Customer will inform Gladia of its constraints as well as any foreseeable or encountered difficulties in the execution of the Agreement, so that all measures likely to overcome said difficulties are taken without delay.

The Customer undertakes to facilitate Gladia's intervention conditions as best as possible and not to do or allow anything to be done that could have the consequence of hindering them or making them more difficult or expensive. In any event, if during the performance of the Agreement, the Customer is requested by Gladia to give his consent, he must make known his response without delay. Any delay will be charged at the price agreed between the Parties.

6. Pricing

Articles 6.1 and 6.3 below apply to Customers who have subscribed to a Self-Serve Offer. Where the Customer has subscribed to a Custom Offer, the prices, invoicing and payment terms are those set out in the Master SaaS Agreement and its Special Terms and Conditions, which prevail over this Article 6.

6.1. Credits

The Customer shall subscribe to the Self-Serve Offer in order to use the API. Each Customer has a Credit balance that they consume as they use the API. The number of Credits credited to that balance depends on the amount paid by the Customer when subscribing or topping up Credits on the Website. The Credit price applicable to the Customer may vary according to the amount of each purchase or top-up of Credits and to the volume of hours processed, in accordance with the pricing tiers set out on the Website and in the Customer’s personal space.

When the Credit balance reaches a predefined threshold, the Customer is notified so that they can top up their Credits. Access to the API requires a positive Credit balance.

The Customer may choose, when registering or at any time via their personal account:

• Manual top-up after alert: when the Credit balance reaches a predefined threshold, the Customer receives a notification and can decide to manually purchase additional Credits;
• Automatic top-up: the Credit balance is automatically replenished as soon as the defined threshold is reached, according to the settings chosen by the Customer.

The Credit price is expressed in US Dollar (USD) and Euro (EUR) and is exclusive of taxes. The Customer will pay or reimburse all local taxes (value added taxes or any withholding taxes), duties, excise taxes and assessments arising in connection with the Services or furnish Gladia with an exemption certificate.

Any discount granted is unique and doesn’t entail any rights for the future.

Payments will be made via the Payment Method chosen by the Customer. If the automatic Credit top-up option is enabled, the Customer authorizes Gladia to debit the corresponding amount as soon as the threshold is reached.

If the Credits are used up and no top-up is made, access to the API will be suspended until the balance is replenished.

6.2. Price revision

Unless otherwise stated in the Special Terms and Conditions, Credits and Offers prices may be revised from time to time by Gladia.

In the absence of Special Terms and Conditions, any changes to pricing will only be applicable for future subscriptions of Offer and future Credit replenishment after a minimum period of thirty (30) days following receipt of an email notification from Gladia. Should this be the case, if the Customer doesn’t wish to accept the pricing changes, they may disable the automatic Credit top-up option or simply choose not to purchase additional Credits once their balance is depleted.

6.3. Terms of payment

Under the Self-Serve Offer, Credits are payable in advance, upon each purchase or top-up, by means of the Payment Method chosen by the Customer; no monthly or annual invoicing applies. Under the Custom Offer, invoicing and payment terms are those set out in the Master SaaS Agreement and its Special Terms and Conditions.

Credits purchased by the Customer do not expire. By way of exception, the free Credits granted by Gladia upon the opening of the Customer’s account, the number of which is indicated on the Website, expire one (1) year after the date of account creation if they have not been used by then.

In the event of non-payment of any due instalment under a Custom Offer, Gladia reserves the right, at its sole discretion, to suspend access to the Service or to terminate the GTCS. Furthermore, any such non-payment may result in the immediate loss of any preferential pricing or benefits associated with the selected Offer.

7. Liability

Gladia undertakes to perform, in accordance with the standards and regulations in force, the obligations defined in the Agreement. The obligations contracted by Gladia are obligations of means. Furthermore, Gladia can’t guarantee the impact of its services on the Customer's turnover.

Gladia is responsible for the solutions it has developed itself. However, Gladia isn’t responsible for the design and operation of the solutions that would be published by third parties and used by the Customer. Gladia can’t, under any circumstances, guarantee the Customer the quality and proper functioning of these third-party solutions.

Gladia draws the Customer's attention to the importance of updating the solutions provided to resolve known bugs and malfunctions, but also to close security gaps.

Gladia can’t be held liable in the event that the Services are used or hosted by the Customer in abnormal, unsuitable or incompatible conditions with their proper functioning, or in the event that the malfunction or failure is caused, even partially, by behavior attributable to the Customer or a third party. The Customer undertakes to use the API in accordance with Gladia's General Terms and Conditions of Use, the regulations in force and to comply with all its legal obligations towards the competent authorities and its own customers.

Under no circumstances shall Gladia be liable to the Customer for indirect damages resulting from the performance or non-performance of its contractual obligations. Should the Customer be a “professional” under the French Consumer Code, by express agreement, without limitation, loss of profits, loss of income, loss of data, loss of image of brand and loss of customers are considered by the Parties to be indirect damages not giving rise to damages.

Should the Customer be a “professional” under the French Consumer Code, the liability of Gladia arising from the Agreement for proven direct damages, shall in no case exceed sixty percent (60%) of the amount paid by the Customer for the twelve (12) months immediately preceding the month during which the claim arose. Gladia undertakes to take out a liability insurance policy. Gladia shall not be liable for facts or faults made by its employees outside the scope of the missions provided for in the Agreement and taken on their own initiative.

8. Guarantees for consumer Customers

The following may apply only if the Customer is a “consumer” according to the French Consumer Code.

Consumers have a period of two years from the date of supply of the digital content or service in which to invoke the legal warranty of conformity in the event of a lack of conformity. During a period of one year from the date of supply, the consumer is only required to establish the existence of the lack of conformity, and not the date of its appearance.

The legal warranty of conformity includes the obligation to provide all updates necessary to maintain the conformity of the digital content or service.

The legal warranty of conformity entitles the consumer to have the digital content or service brought into conformity without undue delay following his request, at no cost and without any major inconvenience to him.

The consumer may obtain a price reduction by keeping the digital content or digital service, or he may terminate the contract by obtaining a full refund in exchange for relinquishing the digital content or digital service, if:

1° The professional refuses to bring the digital content or service into conformity;

2° The compliance of the digital content or service is unjustifiably delayed;

3° The digital content or service cannot be brought into conformity without incurring costs for the consumer;

4° Bringing the digital content or service into conformity causes major inconvenience to the consumer;

5° The non-conformity of the digital content or service persists despite the professional's unsuccessful attempt to bring it into conformity.

The consumer is also entitled to a price reduction or to rescission of the contract where the lack of conformity is so serious as to justify immediate price reduction or rescission of the contract. In such cases, the consumer is not obliged to ask for the digital content or service to be brought into conformity beforehand.

In cases where the lack of conformity is minor, the consumer is entitled to cancel the contract only if the contract does not provide for payment of a price.

Any period of unavailability of the digital content or digital service for the purpose of restoring conformity suspends the warranty that was due until the digital content or digital service was supplied in conformity again.

The rights mentioned above result from the application of articles L. 224-25-1 to L. 224-25-31 of the French Consumer Code.

Any professional who obstructs the implementation of the legal guarantee of conformity in bad faith is liable to a civil fine of up to 300,000 euros, which may be increased to 10% of average annual sales (article L. 242-18-1 of the French Consumer Code).

Consumers are also covered by the legal warranty for hidden defects under articles 1641 to 1649 of the French Civil Code, for a period of two years from the discovery of the defect. This warranty entitles the consumer to a price reduction if the digital content or service is retained, or to a full refund in exchange for renouncing the digital content or service.

9. Right of withdrawal

In accordance with the provisions of Articles L.221-18 et seq. of the French Consumer Code, the Customer who is a “consumer” under the French Consumer Code has the right to withdraw from the contract within fourteen (14) days from the date of acceptance of the Agreement.

The Customer may retract without having to justify his decision or incur any costs. To exercise his right of withdrawal, the Customer must notify his decision to withdraw from the present contract by means of an unambiguous statement (e.g. letter sent by post, fax or e-mail at sales@gladia.io). To this end, the Customer may use the model withdrawal form provided in Appendix 1.

If the Customer wishes the performance of the services covered by the present contract to begin before the end of the withdrawal period, he/she simply needs to tick the box provided for this purpose on the Website.

The Customer who exercises his right to withdraw from the Agreement, the performance of which has begun, at his express request, before the end of the withdrawal period, shall pay Gladia an amount corresponding to the services provided up to the communication of his decision to withdraw; this amount is proportionate to the total price of the services agreed upon herein. The Customer is reminded that, in accordance with article L.221-28 1° of the French Consumer Code, no right of withdrawal shall be recognized in the event of full performance of the services covered by the present contract before the end of the withdrawal period, performance of which has begun after the consumer's express prior agreement and express waiver of his right of withdrawal. In the event of withdrawal by the Consumer, Gladia will reimburse all payments received from the Customer, within the limits of the present article, if the services have already begun.

10. Force majeure

Gladia’s liability may not be incurred or sought in the event that the performance of one of its obligations is prevented or delayed due to a case of force majeure, as provided by case law and defined in Article 1218 of the Civil Code.

Are considered as cases of force majeure, events beyond the control of the Parties, which they couldn’t reasonably have been required to foresee, and which they couldn’t reasonably avoid or overcome, insofar as their occurrence makes it totally impossible to perform the obligations.

In particular, the following events are treated as cases of force majeure relieving Gladia of its obligation to deliver or perform the service within the time initially planned: strikes or social disputes, epidemics, wars, production stoppages due to fortuitous breakdowns, climatic phenomena, fires, lack of IT equipment, disruptions in supply or supply of energy or telecommunications and Internet network not attributable to Gladia, acts, decrees, legislation, regulations or restrictions issued by any government (particularly in the event of epidemics or pandemics), etc, as well as any other event considered by law or case law as a case of force majeure.

In such circumstances, the Agreement will be automatically suspended without compensation, from the date of occurrence of the event. Gladia will inform the Customer without delay. The obligations are suspended upon receipt of the information and resumed within a reasonable time after the cessation of force majeure. If the event lasts more than three (3) months from the date of its occurrence, the Agreement may be terminated by the most diligent Party, by registered letter with acknowledgment of receipt, without either Party being able to claim damages.

The Parties nevertheless remain responsible for the performance of their respective obligations which are not affected by force majeure and any payment obligation.

11. Data protection

Each Party shall, at all times, comply with its obligations under the data protection regulations in force as well as under the Data Processing Agreement, provided separately to the Customer at the time of signature and forming an integral part of this Agreement, with respect to all personal data processed under the Agreement.

12. Confidentiality

The Parties shall designate one or more contact persons for each of them. The request or provision of information and data can only be made through them. The Parties undertake:

(i) not to disclose to third parties any Confidential Information (as defined below) to which they have access under the Agreement;

(ii) not to use this information for purposes other than the performance of the Agreement;

(iii) and to disclose such information only to employees, appointees and representatives to the extent necessary for the performance of the Agreement provided that such Parties are bound by substantially similar confidentiality obligations under the Agreement.

All manufacturing or business secrets or processes, as well as any specifications, financial, commercial or technical information, know-how, reports or other information of any kind relating directly or indirectly to the affairs of the Parties communicated by one of them to the other for the purposes of the negotiation and execution of the Agreement or of which they become aware on that occasion, shall be considered confidential (hereinafter “Confidential Information”). This Confidential Information will remain confidential during the contractual relations of the Parties and after their termination for a period of five (5) years, regardless of the cause.

Each Party shall also refrain from disclosing them in any manner or for any reason whatsoever and from using them for any purpose other than those provided for herein. The Parties undertake to take all necessary measures to ensure compliance with the obligations resulting from this provision by all employees, employees or agents representing and partners.

Notwithstanding the foregoing, the restrictions set forth in this Article shall not apply to information which: (a) has been independently developed by a Party without the use of Confidential Information originating from the other Party, (b) is brought to a Party's knowledge, without restriction, by a third party without breach of the Agreement, which third party had the right to disclose said information, (c) was in the public domain at the time of its disclosure or fell into the public domain not as a result of any act or omission of the recipient Party, (d) was legitimately known to the recipient Party, without restriction, at the time of its disclosure (e) was known by employees, subcontractors and consultants who had a legitimate need to know the information for the use of the Services.

13. Personnel and non-solicitation

Gladia retains the right to determine in advance which consultant will be assigned to the mission as well as the right to change the consultant during the engagement. Gladia's consultants can never be considered as Customer's workers. Customer, its workers or agents aren’t authorized to give instructions to Gladia workers and will expressly refrain from exercising any type of authority over Gladia workers. The Parties therefore explicitly agree and acknowledge that the legal relationship created between them is that of two independent legal persons. The Parties shall comply with all legal, social, fiscal and commercial obligations applicable to any independent enterprise.

Each of the Parties refrains from, unless previously agreed in writing, making directly (hiring) or indirectly offers of engagement (e.g. as a consultant, independent advisor, through a company, etc.) to a collaborator, employee or not, of the other Party assigned to the execution of the Agreement. This clause shall apply for the entire performance of this Agreement and for a period of two (2) years from its termination, regardless of the cause and origin thereof. Failure to comply with this provision will be sanctioned by the payment of compensation at least equal to twice the amount of the gross annual salary of the employee (including the benefits to which the worker concerned was entitled and the employer's contributions) or the annual value of the fees due. Amounts due under this non-solicitation clause constitute damages, not penalties.

14. Term and termination

Term

Unless stipulated otherwise in the Special Terms and Conditions, the Agreement will enter into force upon acceptance by both Parties for an indefinite period.

Termination for fault

Unless stipulated otherwise in the Special Terms and Conditions, a Party may unilaterally terminate the Agreement automatically for convenience within sixty (60) days of termination notification. Notification will be sent by registered letter with acknowledgment of receipt or by email with acknowledgment of receipt. A Party may unilaterally terminate the Agreement automatically for fault in the event that the other Party has not remedied a breach of one of its contractual obligations within thirty (30) days of notification of the breach made by the concerned Party. Notification will be sent by registered letter with acknowledgment of receipt or by email with acknowledgment of receipt.

15. Effect of termination

Upon termination, the Customer will no longer have access to the Services subscribed to and, unless otherwise stipulated in the Special Terms and Conditions, upon Customer request, Gladia will delete the Content associated with the account.

In the event of early termination of the Agreement by one of the Parties, Gladia will not refund the sums received for the provision of services.

16. Acceptance

This Agreement may be signed in paper or electronic form or accepted online. The Parties recognize that:

(i) these GTCS in electronic form have the same evidentiary value as the paper agreement;

(ii) the identifiers and computer records are admissible in court and provide evidence of the data, consents and facts contained therein and the signatures they express;

(iii) time marks (timestamps) are admissible in court and are evidence of the data and facts contained therein;

(iv) documents exchanged in electronic form are admissible in court and provide evidence of the data and facts contained therein;

(v) an electronic signature affixed to a document has the same legal effect as a handwritten signature.

When a signed copy is communicated by e-mail in ".pdf" format or in the form of another exact copy, the signature contained in that copy will create a valid and binding commitment for the signatory Parties with the same value, force and effect as the original signature.

17. Final provisions

Gladia reserves the right to use subcontractors for the performance of the Services. These subcontractors are subject to the same obligations as Gladia in the performance of the services.

Gladia reserves the right to replace any person who will be subrogated to all his rights and obligations under the contractual relationship with the Customer. Gladia will inform the Customer of any substitution by any written means, including by email.

If one or more stipulations of the Agreement are declared null and void by application of a law, a regulation or following a final judicial or administrative decision, the other stipulations will retain their force and scope. Gladia will make its best efforts to proceed as soon as possible to replace the invalid stipulation by a valid stipulation of a scope closest to the spirit hereof.

The fact that one of the Parties hasn’t required the application of any clause of these conditions, permanently or temporarily, can in no way be considered as a waiver of said clause.

18. Governing law

These GTCS are subject to French law.

The Parties will endeavor to resolve amicably any disputes that may arise from the interpretation or execution of the Agreement within thirty (30) days of the date of occurrence of such disputes.

In the event of a dispute, if the Customer is a “consumer” according to the French Consumer Code, he may freely resort to the following Mediator for an amicable settlement:

Consumer Mediation Centre of Justice Conciliators (CM2C)

Postal address: 14 rue Saint Jean 75017 Paris, France

Phone: +33 (0)6 09 20 48 86

Web site: https://www.cm2c.net

If the Customer is a foreign consumer but located in the European Union, he can go to the Dispute Resolution in European Consumer Law.

In the absence of an amicable agreement, all disputes to which these GTCS may give rise, concerning their validity, interpretation, execution, termination and consequences will be submitted to the competent Courts in Paris (France).

APPENDIX 1 – Model withdrawal form

Gladia, 8 rue Sainte Cécile, 75009 Paris, France

I hereby notify you of my withdrawal from the contract for the provision of services and sale of goods below:

Ordered on and received on:

Consumer's name:

Consumer's address:

Consumer's signature:

Date: