Reson8 — Speech Processing & Data Pipeline Services
Resonate Labs B.V.
1.1 In these General Terms the following definitions are used:
Agreement means any agreement or order form (whether executed online or otherwise), including any Appendices thereto, entered into between Reson8 and Customer to which these General Terms apply;
Appendix means an appendix to an Agreement;
Audio Data means any audio content submitted by the Customer to the Services for processing;
Business Day means any day other than a Saturday, Sunday, or public holiday in the Netherlands;
Custom Model means a speech recognition model generated by Reson8 using the Customer's Terminology List(s) via Reson8's proprietary context biasing adapter architecture;
Customer means the party that enters into an Agreement with Reson8 for the provision of Services;
General Terms means these general terms and conditions of Reson8, as amended from time to time in accordance with Article 2.4;
Intellectual Property Rights means all patents, copyrights (including rights in software), moral rights, trade marks, service marks, trade names, logos, designs, rights in databases, rights in domain names, know-how, trade secrets, and all other intellectual and industrial property rights, in each case whether registered or unregistered and including all applications and rights to apply for registration, and all similar or equivalent rights or forms of protection subsisting anywhere in the world;
Output means the transcriptions, text data, and other results generated by the Services from the Customer's Audio Data;
Party means either Reson8 or Customer, and Parties shall mean both of them;
Results means the output delivered as a result of a Service, including, without limitation, transcriptions, reports, analyses, documentation, and other deliverables. For the avoidance of doubt, Results includes Output;
Service or Services means the speech-to-text processing, automatic speech recognition (ASR), data pipeline, and related services provided by Reson8 to the Customer by remotely making the Software available via the internet or other data network, including access to the API, real-time and batch transcription, Custom Model generation, and any demonstration or sandbox environments;
Software means all software (whether in source code, object code, or other form) relating to the Reson8 platform, including base models, adapter architecture, training pipelines, and inference engines;
Terminology List means any list of domain-specific terms, phrases, jargon, acronyms, or vocabulary uploaded by the Customer to customise a model;
Reson8 means Resonate Labs B.V., a company with limited liability (besloten vennootschap met beperkte aansprakelijkheid), with its statutory seat in Amsterdam, its registered offices at Keizersgracht 264, Amsterdam, the Netherlands and registered with the commercial register of the Dutch Chamber of Commerce under number 98891340.
2.1 These General Terms apply to any and all Services delivered by Reson8 and to any and all (online) offers and agreements (including Agreements), of whatever nature and under whatever name, entered into between Reson8 and Customer in connection with the Services provided by Reson8. The applicability of any of the Customer's purchase or other terms is explicitly excluded.
2.2 Customer will be asked to create an account in order to use the Services. In order to create an account to use the Services, Customer must (i) be legally able to represent the company or business contracting the Services and (ii) review and accept these General Terms on its behalf.
2.3 These General Terms can only be departed from or be supplemented if agreed by Parties in writing.
2.4 Reson8 has the right to unilaterally adapt these General Terms at any time. If Reson8 issues a new version of its General Terms, it shall notify Customer, make a copy available and publish it on its website. The adapted General Terms shall take effect thirty (30) days after publication or on a later date specified in the publication. If the Customer does not agree to the adapted General Terms, the Customer may terminate the Agreement by serving written notice of termination to Reson8 prior to the date on which the adaptation takes effect, in which case the Agreement shall terminate on the day immediately preceding such effective date. If the Customer does not terminate the Agreement in accordance with this provision, continued use of the Services after the effective date of the adaptation shall constitute acceptance of the adapted General Terms. After the date the adaptation has taken effect, Customer is considered to have accepted the adaptation. The new version of these General Terms shall apply to the Agreements already entered into between Parties and to Agreements that are entered into between the Parties after the date of such new version of these General Terms.
3.1 The Service may enable or require the Customer to use products or services of third parties (Third-Party Services). Use of Third-Party Services may be subject to separate terms and conditions between the Customer and such third parties. Reson8 does not control and is not responsible for Third-Party Services. Reson8 provides integrations with Third-Party Services "as is" and makes no representations or warranties about the operation or security of Third-Party Services. The Customer's use of Third-Party Services is at the Customer's own risk.
4.1 Unless expressly stated otherwise in writing with specific reference to the relevant offer or expression, all offers, quotations, and proposals issued by Reson8 are non-binding and constitute an invitation to treat (uitnodiging tot het doen van een aanbod) rather than a binding offer.
4.2 Customer guarantees the accuracy and completeness of the data, information, designs and specifications provided by or on behalf of Customer to Reson8 on which the offer (and Agreement based thereon) is based.
4.3 An Agreement between the Parties shall be deemed to have been validly formed and shall enter into force upon the earliest of: (a) execution by both Parties of a written agreement or order form; (b) the Customer's acceptance of these General Terms through the creation of an account and subsequent access to the Services; or (c) commencement of performance by Reson8 following a written request by the Customer. For the avoidance of doubt, mere acceptance of an offer or quotation shall not constitute formation of an Agreement unless expressly stipulated otherwise in such offer or quotation.
4.4 An offer or quotation issued by Reson8 is valid for a period of fourteen (14) days, unless the offer or quotation states otherwise, after which it shall automatically lapse without further notice.
5.1 Customer agrees to pay all fees in accordance with the applicable prices and fees. All prices and fees quoted by Reson8 are denominated in euros and shall be payable by Customer in euros, unless explicitly agreed otherwise in writing in an Agreement. All prices are exclusive of value added tax (VAT) and any other taxes, duties, or levies imposed by any governmental authority, which shall be payable by Customer in addition to the fees.
5.2 If any withholding or deduction is required under applicable law of any payment due to Reson8, Customer shall, when making such payment, pay to Reson8 such additional amount as to ensure that Reson8 receives the same total amount of the fees that it would have received if no such withholding or deduction had been required.
5.3 Where invoicing has been explicitly agreed between the Parties in an Agreement or Order Form (such as for enterprise or custom-negotiated arrangements), invoices shall be paid by Customer in accordance with the payment terms stated on the invoice. In the absence of a specific statement, Customer shall pay each invoice within fifteen (15) days of the invoice date. Payment terms shall be regarded as strict deadlines (fatale termijnen). Customer is not entitled to set off any amounts against payments due.
5.4 Where Customer subscribes to the Services through Reson8's online checkout or self-service onboarding process, fees are due and payable immediately at the point of subscription. The Service shall only commence upon successful collection of payment or validation of a valid payment method. Reson8 is not obliged to provide or continue the Services if payment has not been received or if no valid payment method is on file.
5.5 In the event of a failed payment or an expired, cancelled, or otherwise invalid payment method, Reson8 reserves the right to retry collection in accordance with its automated dunning procedures. If payment cannot be successfully collected after reasonable retry attempts, Reson8 may suspend or terminate the Customer's access to the Services without prior notice of default being required.
5.6 If Customer fails to pay the amounts due or does not pay these on time, Customer shall, without any demand or notice of default being required, be in default and shall owe statutory (commercial) interest (wettelijke handels rente) on the outstanding amount. If Customer should fail to pay the sum due even after a reminder or notice of default, Reson8 can pass on the claim for collection and Customer is obliged to pay, within reason and in addition to the total sum due at that time, all judicial and extrajudicial costs, including all costs charged by external experts — all of which is without prejudice to any of Reson8's statutory and contractual rights (including Reson8's right to suspension of services).
5.7 Any complaint regarding Reson8's invoices must be communicated to Reson8 by email within ten (10) Business Days of their receipt. Otherwise, they shall be deemed accepted without reservation. A claim shall in no case justify a delay or suspension of payment of the undisputed part of the invoice. If the invoice, at the request of the Customer, is issued to a third party, the Customer and that third party are jointly and severally liable for the payment and the execution of other liabilities arising from this Agreement.
5.8 Reson8 reserves the right to increase the fees once per calendar year upon sixty (60) days' prior written notice to Customer (which may be sent by email). In the event Customer objects to the adjusted fees, Customer may terminate the Agreement by providing thirty (30) days' written notice to Reson8, such termination to take effect on the date the fee increase would otherwise become effective.
5.9 Without prejudice to Article 5.8, the fees shall be adjusted annually in accordance with the Services Price Index (Dienstenprijsindex; DPI) published by Statistics Netherlands (Centraal Bureau voor de Statistiek). Such adjustment shall take effect on 1 January of each calendar year, based on the most recently published index figure.
6.1 The Agreement shall be entered into for the term specified therein (the Initial Term). If no specific term has been agreed upon, the Initial Term shall be one (1) year commencing on the date of formation of the Agreement in accordance with Article 4.3.
6.2 Unless otherwise agreed in writing, upon expiry of the Initial Term, the Agreement is tacitly renewed for the duration of the Initial Term (the Renewal Term), unless either party serves written notice of non-renewal to the other party, no later than thirty (30) days prior to the expiry of the then-current Initial Term or Renewal Term as applicable. The Initial Term and any Renewal Terms are collectively referred to as the Term.
7.1 Either Party may terminate the Agreement for breach if the other Party materially fails to perform any of its obligations under the Agreement and, after receiving written notice specifying the breach, fails to remedy such breach within thirty (30) days. Payment obligations of Customer shall always be considered material obligations.
7.2 Any amounts invoiced by Reson8 prior to termination in accordance with Article 7.1 shall remain fully due and shall become immediately payable upon termination, unless Customer demonstrates that Reson8 remains in material breach of a fundamental obligation under the Agreement.
7.3 Either party may terminate an Agreement in writing, in whole or in part, without notice of default being required and with immediate effect, if the other party is granted a suspension of payments, whether or not provisional, a petition for bankruptcy is filed against the other party or the company of the other party is liquidated or dissolved other than for restructuring purposes or for a merger of companies. Reson8 is never obliged to repay any sum of money already received or pay any sum of money in compensation because of termination as referred to in this Article 7.3.
7.4 An Agreement that has been entered into for a definite period of time cannot be terminated early by serving notice of termination.
7.5 Either party may terminate, by serving notice of termination an Agreement entered into for an indefinite period of time if this Agreement in its nature and content does not end by discharge. Termination must be in writing, taking effect at the end of a month and with due observance of a notice period of at least three (3) calendar months.
7.6 Reson8 will never be obliged to compensate any damages caused by termination by giving notice.
7.7 Upon termination of an Agreement:
(a) The Customer's right to use the Software, the API and the Services ends without Reson8 having to terminate these rights explicitly;
(b) All outstanding fees become immediately due and payable;
(c) Reson8 shall delete the Customer's Terminology Lists and any stored Audio Data within thirty (30) days, unless a longer retention period is required by law;
(d) The Customer may request an export of its Terminology Lists and Output prior to the effective date of termination. Reson8 shall make such data available for download for a period of fourteen (14) days following termination.
7.8 Obligations which by their nature are intended to continue after the end of the Agreement shall continue to apply after the end of the Agreement. These provisions include those arising from the provisions on confidentiality, intellectual property rights, liability and applicable law.
8.1 Reson8 provides automatic speech recognition (ASR) services for European languages, accessible via REST API (real-time streaming and batch processing). The Services include access to Reson8's standard pre-trained speech recognition models, the ability to generate Custom Models by uploading Terminology Lists, real-time and batch transcription of Audio Data, and API access for integration into the Customer's applications and workflows.
8.2 Reson8 provides the Services in accordance with the Customer's instructions. The Customer may use the Services solely for its own internal business purposes and only in accordance with the intended use as specified by Reson8. The Customer shall not permit any third party to access or use the Services without Reson8's prior written consent.
8.3 Reson8 may adjust the content or scope of the Service. If such adjustments are substantive and result in a change in Customer's current procedures, Reson8 informs Customer about this as soon as possible. In this case Customer may serve notice of termination of the Agreement in accordance with Article 7, which termination takes effect on the date on which the adjustment takes effect, unless the adjustment is related to amendments in relevant legislation or other instructions issued by public authorities, or the adjustment is at Reson8's expense.
8.4 Reson8 may continue to provide the Service using a new or modified version of the underlying Software, including updated base models and adapter architecture. Reson8 is not obliged to maintain, modify or add particular features or functionalities of the Services specifically for Customer.
8.5 Unless agreed otherwise in the Agreement, Customer itself is responsible for designing, configuring, parameterising and tuning the Service, converting and uploading data (including Terminology Lists and Audio Data), and for providing and maintaining the hardware, software, network connections, infrastructure and user environment required to access and use the Services.
8.6 Custom Models are generated through Reson8's proprietary context biasing adapter technology. Custom Models cannot be exported, reverse-engineered, or transferred. The Customer is granted a licence to use its Custom Models solely through the API for the duration of the Agreement.
9.1 To access the Services, the Customer must create an account and obtain API credentials. The Customer is responsible for maintaining the confidentiality of its API keys and account credentials.
9.2 The Customer shall not share, transfer, or disclose API credentials to any unauthorised third party. Any use of the Services through the Customer's credentials shall be deemed to be use by the Customer.
9.3 The Customer shall immediately notify Reson8 of any suspected unauthorised use of its account or API credentials.
9.4 Reson8 may require that Customer should only start using the Service after it has received one or more codes, API keys, or other credentials needed for use from Reson8.
10.1 Unless expressly agreed otherwise in an Agreement, Reson8 provides the Services on an "as is", and "as available" basis. To the maximum extent permitted by applicable law, Reson8 expressly disclaims all warranties, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, or reliability, and any warranties arising from course of dealing, course of performance, or usage of trade. Reson8 makes no representation or warranty regarding the suitability of the Services for any specific purpose. The Customer's use of the Services is at the Customer's sole risk.
10.2 Reson8 does not guarantee that the Service is free of errors and functions without any interruptions. Reson8 does not guarantee specific word error rates (WER) or that the Output will be free from errors. The Customer is solely responsible for reviewing and verifying the Output before relying on it, particularly in contexts where accuracy is critical (e.g., medical, legal, financial).
10.3 Reson8 makes every effort to repair errors in the underlying Software within a reasonable period of time if and insofar as the Software is concerned that has been developed by Reson8 itself and Customer has provided Reson8 with a detailed, written description of the relevant errors. In a particular case, Reson8 may postpone repairing errors until a new version of the underlying Software is put into service.
10.4 Reson8 is entitled to install temporary solutions, program bypasses or problem-avoiding restrictions in the Service.
11.1 Customer will at all times behave with care and not unlawfully toward third parties, in particular by respecting the intellectual property and other rights of third parties, respecting the privacy of third parties, not disseminating data in violation of the law, not gaining unauthorised access to systems, not disseminating viruses or other harmful programs or data, and refraining from criminal offences and violation of any other legal obligation.
11.2 The Customer shall use the Services only for lawful purposes and in compliance with all applicable laws and regulations.
11.3 The Customer shall not:
(a) Use the Services to process content that is illegal, defamatory, or infringes the rights of any third party;
(b) Attempt to circumvent usage limits, rate limits, or security measures;
(c) Resell, sublicence, or redistribute the Services or API access without Reson8's prior written consent;
(d) Use the Services in any manner that could damage, disable, or impair the infrastructure or the experience of other customers;
(e) Decompile, reverse-engineer, disassemble, or otherwise attempt to derive the source code, algorithms, or models underlying the Services;
(f) Scrape, harvest, or extract data from the Services beyond the normal use of the API.
11.4 In order to prevent liability towards third parties or to limit the consequences thereof, Reson8 is always entitled to take measures with respect to an act or omission by or at the risk of Customer. Reson8 is further entitled to deny the Customer access to its systems immediately and without prior notice in case of violation or imminent violation of this Article 11. Reson8 is also entitled to terminate the Agreement with immediate effect in such cases, without being liable to the Customer for that reason.
12.1 Reson8 shall use commercially reasonable efforts to make the Services available during the Term. The Services are provided on a reasonable-efforts basis and no uptime guarantee or service level commitment shall apply unless expressly agreed in writing in a separate service level agreement.
12.2 Reson8 may perform scheduled maintenance or updates that may temporarily affect availability of the Services (i) to perform scheduled or unscheduled maintenance, modifications, or upgrades or other forms of service, (ii) due to hardware failures, power outages, or failures of third-party providers, (iii) to mitigate or prevent the effects of any threat or attack to the Services or any other network or systems on which the Services rely, or (iv) as required for legal or regulatory reasons.
12.3 Reson8 ensures that the period of time during which the Service is out of operation does not take longer than necessary and ensures, where possible, that the service takes place at times when the Service is usually used least intensively.
12.4 Where reasonably practicable, Reson8 will provide advance notice of scheduled maintenance that is expected to have a material impact on availability. Emergency maintenance may be performed without prior notice where necessary to protect the security, integrity, or operation of the Services.
12.5 Except as provided for in an Agreement, to the greatest extent permitted by applicable law, Reson8 is not in any way liable for any damages, losses (including any loss of data or profits), or any other consequences that Customer may incur as a result of unavailability of Services or the failure to provide notice of unavailability.
12.6 Customer is responsible for making backups of its own data, including Audio Data and Output, unless explicitly agreed otherwise in writing.
13.1 To the extent that personal data is processed under an Agreement, Reson8 and Customer shall enter into a data processing agreement in accordance with Article 28 of Regulation (EU) 2016/679 (General Data Protection Regulation).
13.2 Reson8 does not make Customer's data, including personal data, available outside its own organisation and the enterprises affiliated with Reson8, unless Customer should instruct this or insofar as this should be necessary or required under these General Terms, under an Agreement or by law.
13.3 Customer guarantees the accuracy, quality, integrity, lawfulness, reliability and suitability of the data delivered by Customer, including Audio Data and Terminology Lists. Customer sees to it that all relevant consent is obtained to make data available to Reson8 and for Reson8 to use the data in the context of the execution of an Agreement, which consent includes permission to collect, use, process, transfer and provide personal data.
13.4 Reson8 processes Audio Data solely for the purpose of providing the Services. Audio Data submitted for transcription is processed in real-time or batch mode and is not retained after processing is complete, unless explicitly agreed otherwise.
13.5 Terminology Lists uploaded by the Customer are stored for the duration of the Agreement to enable Custom Model generation and maintenance. Upon termination of the Agreement, Terminology Lists shall be deleted within thirty (30) days unless a longer retention period is required by law.
13.6 Reson8 does not use Customer Audio Data or Terminology Lists to train or improve its general models unless the Customer provides explicit, separate, and informed consent to do so.
14.1 Reson8 is only obliged to provide some form of security if and to the extent provided for in the Agreement. Reson8 is entitled to adjust the security measures from time to time if this is necessary as a result of changing circumstances.
14.2 Reson8 explicitly does not warrant that information security is effective under all circumstances and the Customer acknowledges this.
14.3 Customer is responsible for adequately securing and maintaining adequate security of its systems and infrastructure, even if security by Reson8 is within the scope of the Agreement.
14.4 Access or identification codes, API keys, certificates or other security devices provided by or on behalf of Reson8 to Customer are confidential and will be treated as such by Customer and will only be disclosed to authorised personnel from the Customer's own organisation. Reson8 is entitled to change assigned access or identification codes and certificates. Customer is responsible for managing authorisations and providing and timely revoking access or identification codes.
14.5 Reson8 is not liable for any damage suffered or costs incurred as a result of the use or misuse that is made of access or identification codes, API keys, or any other security means unless the misuse is the direct result of any intent or deliberate recklessness on the part of Reson8's management.
14.6 Reson8 is always permitted to install technical and organisational provisions for the protection of equipment, data files, the API, Software, or other works to which access is provided (directly or indirectly) to Customer. Customer shall not remove (or cause to be removed) or circumvent (or cause to be circumvented) such technical provision(s).
15.1 Reson8 reserves the right to monitor the Customer's use of the Services to verify compliance with the Agreement and these General Terms. In the event Reson8 has reasonable suspicion that Customer does not use the Services in compliance with the applicable Agreement and/or these General Terms, Reson8 may, without prejudice to any other rights or remedies available to it: (a) suspend Customer's access to the Services, in whole or in part, with immediate effect and without prior notice; and (b) engage an independent external auditor to audit the Customer's books and records, subject to Reson8 giving prior notice of at least one (1) month of its intention to perform such audit. Customer shall cooperate with any such audit and shall allow the auditors access to relevant systems to investigate Customer's compliance with this Agreement. Audits will be performed during business hours. Parties shall bear their own respective costs and expenses incurred as a result of any audit, unless the audit reveals that the Customer is not compliant with this Agreement, in which case the Customer shall bear all costs and expenses incurred by Parties as a result of the audit. Any suspension pursuant to this Article 15.1 shall not relieve Customer of its payment obligations under the Agreement.
16.1 All Intellectual Property Rights with respect to the Software, Services, products, the API, base models, adapter architecture, training pipelines, algorithms, websites, applications, data files, training materials, testing materials and other materials — such as but not restricted to analyses, designs, documentation, reports — made available to Customer remain exclusively vested in Reson8, its licensors and/or suppliers. Customer is solely granted the rights of use laid down in these General Terms, in the Agreement and in the applicable mandatory legal provisions. A right of use granted to Customer is non-exclusive, non-transferable and non-sublicensable. The use of the Services shall not in any form result in any transfer of Intellectual Property Rights from Reson8 to Customer.
16.2 The Customer retains all Intellectual Property Rights in its Audio Data, Terminology Lists, and Output. The Customer hereby grants Reson8 a non-exclusive, royalty-free, worldwide licence to use, process, and reproduce the Customer's Audio Data and Terminology Lists solely to the extent necessary to provide the Services.
16.3 Reson8 is permitted to take technical measures to protect the Software, the API, and other materials made available to Customer. Customer may not remove or circumvent these technical measures or have these removed or circumvented.
16.4 Customer is not entitled to remove or alter any reference to the confidential nature or notices of the relevant copyrights, trademarks, trade names or any other intellectual property from or in the materials or have these removed or altered.
16.5 Customer guarantees that none of the Audio Data, Terminology Lists, or other materials made available to Reson8 for use pursuant to or in the context of an Agreement infringes any third-party Intellectual Property Rights or other proprietary rights. Customer indemnifies Reson8 against any claim by a third party based on the allegation that the Audio Data, Terminology Lists, or other materials provided by Customer, or Reson8's use thereof in accordance with the Agreement, infringes any Intellectual Property Rights or other proprietary rights of such third party.
17.1 If the Service provided by Reson8 under the Agreement includes support services, Reson8 advises — online or by email — on the use and functioning of the Service specified in the Agreement. Customer is obliged to specify the requests for support as comprehensively and in as much detail as possible so that Reson8 can respond appropriately.
17.2 Reson8 may set conditions with respect to the way in which support is requested and the qualifications and the number of persons eligible for support. Support services are performed on working days during Reson8's usual business hours.
17.3 Reson8 does not guarantee the correctness, completeness or timeliness of responses or of the support offered.
18.1 Customer will always render any assistance required — always promptly and in all reasonableness — and always provide Reson8 with the data or information that Reson8 requests.
18.2 Customer guarantees the correctness and completeness of the data, information, designs and specifications provided by Customer to Reson8 during the execution of an Agreement.
18.3 Customer itself is responsible for the correct interpretation and proper use (including compliance with laws and regulations) of the Services and/or Results. This includes the Customer's responsibility to check the Results of the Services for correctness and completeness. Customer indemnifies Reson8 for any and all claims arising from any incorrect and/or incomplete Results.
18.4 Customer bears the risk of selecting, using, applying and managing the hardware, Software, and other products and materials for or in its organisation and the Services to be provided by Reson8 and the way in which the Results of the Services are implemented. Customer is also responsible for the instructions given to the users and for the use made of all of this by the users.
19.1 Reson8's total liability arising out of or in connection with the Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, including any failure to meet a guarantee or indemnification obligation, shall in all cases be limited to direct damages not exceeding the aggregate amount of fees (excluding any passthrough fees for Third-Party Services and excluding VAT) actually paid by Customer to Reson8 under the Agreement. If the Agreement is a continuing performance contract with a term of six (6) months or longer, the amount of invoices paid by Customer shall be set at the total sum of the invoices (excluding passthrough fees for third party services, excluding VAT and including discount) paid for the six (6) months immediately preceding the moment when the event giving rise to the damage occurred. Notwithstanding the foregoing, Reson8's total aggregate liability shall in no event exceed EUR 50,000 (fifty thousand euros) and shall in any event be limited to the amount actually paid out by Reson8's insurer in respect of the relevant incident. For the purposes of this Article 19, a series of related events arising from the same cause shall be deemed to constitute a single event.
19.2 Reson8's total aggregate liability for damages arising from death, personal injury, or physical damage to tangible property shall not exceed EUR 1,250,000 (one million two hundred fifty thousand euros).
19.3 For the purposes of this Article 19, direct damages shall mean exclusively:
(a) Reasonable costs incurred by Customer to remedy or cure Reson8's non-conforming performance under the Agreement, provided that such damages shall not be recoverable where Customer has terminated the Agreement for breach;
(b) Reasonable costs incurred by Customer in determining the cause and extent of the damage, to the extent such determination relates to direct damages as defined in this Article 19;
(c) Reasonable costs incurred by Customer to prevent or mitigate the damage, to the extent Customer demonstrates that such costs resulted in a reduction of direct damages within the meaning of this Article 19.
19.4 Reson8 shall not be liable for any indirect or consequential damages, including but not limited to loss of profits, loss of revenue, loss of savings, loss of goodwill, business interruption, damages arising from third-party claims against Customer, damages related to goods, materials, or software of third parties prescribed by Customer, damages related to suppliers prescribed by Customer, and any other damages not expressly set out in Articles 19.1, 19.2, and 19.3, howsoever arising. Reson8's liability for corruption, destruction, or loss of data or documents is expressly excluded.
19.5 The exclusions and limitations set out in Articles 19.1 to 19.4 (inclusive) are without prejudice to any other exclusions or limitations of Reson8's liability contained elsewhere in these General Terms.
19.6 The exclusions and limitations set out in Articles 19.1 to 19.4 shall not apply to the extent that the damage is caused by wilful misconduct (opzet) or gross negligence (bewuste roekeloosheid) on the part of Reson8.
19.7 Notwithstanding the limitations included in this Article 19, Reson8 shall only be liable for a failure to perform its obligations under the Agreement if Customer has provided Reson8 with a written notice of default specifying the nature of the breach and granting Reson8 a reasonable period to cure such breach, and Reson8 has failed to cure the breach within such period. The notice of default shall describe the alleged breach in sufficient detail to enable Reson8 to assess and remedy the failure.
19.8 Customer's right to claim damages is conditional upon Customer notifying Reson8 in writing of the damage as soon as reasonably practicable after becoming aware of such damage. Any claim for damages against Reson8 shall lapse upon the expiry of twenty-four (24) months from the date on which the claim arose, unless Customer has commenced legal proceedings prior to the expiry of such period.
19.9 Both the provisions in this Article 19 and all other restrictions and exclusions of liability referred to in these General Terms also apply for the persons and legal persons that Reson8 engages for the performance of an Agreement.
20.1 Customer shall indemnify, defend, and hold harmless Reson8 and its officers, directors, employees, agents, and successors from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or in connection with: (a) any breach by Customer of its obligations, representations, or warranties under the Agreement; (b) Customer's use of the Services in violation of applicable law or the Agreement; (c) any claim that Customer's Audio Data, Terminology Lists, or other materials provided by Customer infringe any third-party Intellectual Property Rights or other proprietary rights; (d) any product liability claim in respect of any product or system delivered by Customer to a third party that incorporates, in whole or in part, Output, Custom Models, or other materials provided by Reson8, except to the extent Customer demonstrates that such claim is directly attributable to a defect in the materials provided by Reson8.
20.2 Reson8 shall indemnify, defend, and hold harmless Customer and its officers, directors, employees, agents, and successors from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or in connection with any third-party claim that the Services or Software, as provided by Reson8 and used by Customer in accordance with the Agreement, infringe any third-party Intellectual Property Rights, provided that: (a) Reson8 shall have no obligation under this Article 20.2 to the extent that the alleged infringement arises from: (i) modifications to the Services or Software made by or on behalf of Customer; (ii) Customer's combination of the Services or Software with products, services, or materials not provided by Reson8; (iii) Customer's use of the Services or Software in a manner not permitted under the Agreement; or (iv) Customer's continued use of the Services or Software after being notified of the alleged infringement and provided with a non-infringing alternative; (b) if any such claim is made or is reasonably likely to be made, Reson8 may, at its sole option and expense: (i) procure for Customer the right to continue using the Services or Software; (ii) modify or replace the Services or Software to make them non-infringing; or (iii) if neither of the foregoing options is reasonably available, terminate the Agreement and refund to Customer any prepaid fees for the period following the effective date of termination.
20.3 The indemnification obligations set out in this Article 20 are subject to the following conditions: (a) the indemnified party shall promptly notify the indemnifying party in writing of any claim for which indemnification is sought, provided that failure to provide such notice shall not relieve the indemnifying party of its obligations except to the extent it is materially prejudiced by such failure; (b) the indemnifying party shall have sole control over the defence and settlement of any such claim, provided that the indemnifying party shall not settle any claim in a manner that imposes any liability, obligation, or admission of fault on the indemnified party without the indemnified party's prior written consent (such consent not to be unreasonably withheld or delayed); (c) the indemnified party shall provide reasonable cooperation and assistance to the indemnifying party in the defence of any such claim, at the indemnifying party's expense; (d) the indemnified party may participate in the defence of any such claim with counsel of its own choosing and at its own expense.
21.1 Each party shall ensure that all information received from the other party which is known or should reasonably be known to be of a confidential nature shall remain secret. This prohibition shall not apply if and insofar as disclosure of the data in question to a third party is necessary pursuant to a court order, a statutory regulation, on the basis of a legally issued order by a government authority or for the proper execution of the Agreement. The party receiving confidential data shall use it only for the purpose for which it was provided. Data shall in any case be considered confidential if it is designated as such by one of the Parties.
21.2 Customer acknowledges that the Software and/or the Services provided by or through Reson8 are always confidential in nature and contain trade secrets of Reson8, its suppliers or the producers of the Software.
21.3 If Customer detects an error or a data breach in the Services, Software or data carrier, Customer will report this to Reson8 and will not make this public before Reson8 and/or the supplier or the relevant third party supplier have been granted a reasonable period of time to repair the error or the breach ("responsible disclosure").
22.1 Neither party is obliged to meet any of its obligations, including any statutory and/or agreed guarantee obligation, if it is prevented from doing so because of circumstances beyond its control (overmacht). Circumstances beyond Reson8's control are understood to include, in any event: (i) circumstances beyond the control of Reson8's suppliers, including GPU and cloud infrastructure providers, (ii) the failure by a supplier that Reson8 was instructed by Customer to engage to properly meet its obligations, (iii) defective condition of goods, hardware, software or materials of third parties that Customer instructed Reson8 to use, (iv) measures by authorities, (v) power failures, (vi) breakdown of the internet, data network or telecommunication facilities, (vii) cybercrime, cyber vandalism, war or terrorism, and (viii) general transport problems.
22.2 If a force majeure situation lasts for more than sixty (60) days, either party has the right to terminate the Agreement, in writing, for breach. In such event, all that has already been performed under the Agreement must be paid for on a proportional basis, without anything else being due by either party to the other party.
23.1 The Agreements between Reson8 and Customer are exclusively governed by Dutch law. Applicability of the Vienna Convention 1980 (The United Nations Convention on Contracts for the International Sale of Goods (CISG)) is excluded.
23.2 Any and all disputes arising from or in connection with any Agreement between Reson8 and a Customer and any other agreements that are the result thereof or related thereto, shall be submitted to the exclusive jurisdiction of the competent court in Amsterdam, the Netherlands.
24.1 Customer shall not assign, transfer, novate, or encumber its rights or obligations under an Agreement to any third party without the prior written consent of Reson8, such consent not to be unreasonably withheld. Reson8 may assign its claims for payment of fees to any third party without Customer's consent. Reson8 may assign or novate the Agreement in its entirety to any affiliate or to any successor entity in connection with a merger, acquisition, corporate reorganisation, or sale of all or substantially all of its assets, without requiring Customer's consent.
24.2 Should any provision of these General Terms be held to be void, invalid or inoperative, the remaining provisions of these General Terms will not be affected and will continue in effect and the invalid provision will be deemed modified or severed to the least degree necessary to remedy such invalidity.
24.3 Notices under the Agreement shall be sent to the contact details provided during account registration or as otherwise communicated in writing. Notices to Reson8 shall be sent to legal@reson8labs.ai or such other address as Reson8 may notify to the Customer from time to time.
24.4 The Agreement contains the entire agreement between the parties relating to the subject matter hereof and supersedes any prior agreements, oral or written, between the parties regarding the subject matter.
24.5 No amendments, modifications or changes will be effective unless they are in a writing signed by authorized representatives of the parties.
24.6 No waiver of a breach of any provision of this Agreement by either Party will constitute a waiver of any subsequent breach of the same or any other provision hereof, and no waiver will be effective unless made in writing and signed by a duly authorized representative of the waiving party.
— End of General Terms & Conditions —
Resonate Labs B.V. (trading as Reson8)
Keizersgracht 264, Amsterdam, the Netherlands
KvK: 98891340 | BTW: NL868689464B01
contact@reson8.dev | reson8.dev