Terms of sale and licence

The Dictadoc and Dictadoc Server software is published and sold by:

• Thibaud GIOVANNETTI EI (sole trader, entrepreneur individuel)
• SIREN: 985 388 610, RCS Lorient
• EU VAT number: FR50985388610
• Address: 14 rue de Kercaves, 56260 Larmor-Plage, France
• Activity (APE code): 62.01Z, computer programming
• Contact: dictadoc@proton.me

It is referred to below as "the Publisher".

In these terms, the following capitalised words have the meaning given below, in the singular and in the plural.

• Application: the Dictadoc dictation software for Windows and macOS, in its standalone version or in the version installed on a Workstation.
• Client: the natural or legal person who buys a Licence for the needs of its professional activity.
• Key: the code sent to the Client after its order, which activates a Licence.
• Deployment: one installation of the Server, identified by the identifier it generates when it first starts.
• Documentation: the descriptions, requirements and installation and user guides published on dictadoc.fr, including the Dictadoc Server installation guide.
• Client Data: the data dictated, recorded, transcribed, formatted or stored using the Software, including audio recordings and texts. It may contain personal health data.
• Licence: the right to use the Software acquired by the Client, for a set term and within set limits.
• Software: the Application, the Server, or both, with their Updates.
• Update: a new version of the Software published by the Publisher.
• Tier: the maximum number of Workstations covered by a Server Licence.
• Workstation: a computer on which the Application is installed and enrolled with a Server. A Workstation is a computer, not a person.
• Server: the Dictadoc Server software, supplied as a container image (Docker) or as an installer for Windows or macOS, which the Client installs on its own infrastructure.

3.1 These general terms of sale and licence (the "Terms") govern the sale of Application and Server Licences and the use of the Software.

3.2 Business clients. The Software is sold only to professionals, such as healthcare professionals, practices, healthcare establishments, businesses and public bodies, who buy it for the needs of their activity. A person acting as a consumer must not place an order. If such a person orders anyway, they keep the rights granted to them by the mandatory provisions of the French Consumer Code (Code de la consommation).

3.3 Contract documents. The contract consists of the following, in order of precedence: the quote or purchase order accepted by the Publisher, if there is one; these Terms; then the Documentation. The Terms prevail over the Client's general terms of purchase, unless the Publisher agrees otherwise in writing. When the Client is a public buyer, the tender documents accepted by the Publisher prevail over the Terms.

3.4 Acceptance. The Client accepts the Terms by ticking the box provided for this purpose before paying, or by signing a quote or purchase order that refers to them. The Client confirms having read them before ordering, and can save and print them from this page.

3.5 Applicable version. The Publisher may change the Terms. Each order is governed by the version in force on its date, shown at the top of this page. A new version applies to orders placed after it is published, including renewals.

4.1 Application. The Application is dictation software for Windows and macOS. It transcribes speech into text using artificial intelligence models that run on the Client's computer or Server, and can format that text.

4.2 Server. The Client installs the Server on its own infrastructure. The Server transcribes and formats the dictations of the Workstations on its network, and manages their enrolment.

4.3 Features. The Software's features and its hardware and software requirements are described on dictadoc.fr and in the Documentation. Before ordering, the Client checks that the Software meets its needs, using the trial described in Article 13 if it wishes and when the Application offers one.

4.4 Performance. Transcription speed depends on the hardware the Software runs on. The performance figures given on dictadoc.fr and in the Documentation are indicative only.

5.1 Online. The Client orders from dictadoc.fr or from the Application, through a Stripe payment link. Before paying, the Client checks the details of the order and its total price, and can correct any errors. The contract is concluded when payment is confirmed.

5.2 By quote. The following orders require a quote: orders for more than 50 Workstations or for several Deployments, orders paid by bank transfer against an invoice, and orders from public buyers. The contract is then concluded when the Publisher accepts the signed quote or the purchase order.

5.3 The Publisher may refuse an order from a Client with whom it has a payment dispute, or where fraud is suspected.

6.1 Prices. Prices are shown in euros on dictadoc.fr or in the quote, and the applicable price is the one in force on the day of the order. The price of an Application Licence includes VAT. The prices of Server Licences exclude VAT, which is added at the applicable rate. The VAT due depends on where the Client is established and on whether it is a taxable person. Where the reverse charge applies, in particular for a Client established in another member state of the European Union that provides a valid VAT number, the invoice is issued excluding VAT.

6.2 Online payment. The price is payable when ordering, by bank card or by another payment method offered by Stripe. Stripe processes the payment data, which the Publisher cannot access. The invoice is sent by email.

6.3 Payment on invoice. Unless the quote says otherwise, invoices are payable by bank transfer within thirty (30) days of their issue date. No discount is given for early payment.

6.4 Late payment. Any amount unpaid on its due date automatically incurs, without prior reminder, late payment interest at three times the French statutory interest rate, plus a fixed recovery fee of 40 euros (Articles L. 441-10 and D. 441-5 of the French Commercial Code, Code de commerce). The Publisher may withhold a Key until payment is made in full.

6.5 Public buyers. For a public buyer, the Publisher sends the Key on receipt of the purchase order, and payment is made after the service has been delivered, within the time limits and under the terms of the French Public Procurement Code (Code de la commande publique). Invoices are submitted through Chorus Pro. In the event of late payment, the default interest and fixed fee provided for by that code apply.

7.1 Delivery. The Software can be downloaded freely from dictadoc.fr. A Licence is delivered by sending the Key by email to the address given at payment, normally within a few minutes of confirmation. If the Client has not received the Key 24 hours after paying, it checks its spam folder, then contacts the Publisher.

7.2 Activating the Application. The Client enters the Key in the Application. Activation requires an internet connection, once.

7.3 Activating the Server. The administrator enters the Key in the Server's administration page, and the Server obtains its Licence online. If the Server has no internet access, the Client emails the Deployment identifier, and the Publisher sends back the matching Licence.

7.4 Keeping the Key confidential. A Key can be activated only once. The Client keeps it confidential and is responsible for its use.

8.1 Term. A Licence is valid for one (1) year from its activation, not from its purchase.

8.2 No automatic renewal. The Licence does not renew itself, and nothing is charged when it ends. To keep using the Software, the Client buys a new Licence, at the price and under the Terms then in force. It is up to the Client to plan this renewal: the Publisher does not undertake to remind the Client of the expiry date.

8.3 Expiry of an Application Licence. When the Licence expires, dictation is disabled. The Client Data stored on the computer is not deleted, and becomes accessible again in the Application as soon as a new Licence is activated.

8.4 Expiry of a Server Licence. When a Licence bought online expires, a grace period of fourteen (14) days begins, unless the quote provides for a different one. During this period, Workstations already enrolled keep working, but no new Workstation can be enrolled. At the end of the period, the Server stops transcribing. No data and no Workstation enrolment is deleted, and a new Licence restores the service.

9.1 Key not activated. The Client can get a full refund for a Key that has never been activated, by asking by email within fourteen (14) days of its purchase. The Key is then cancelled.

9.2 Key activated. By ordering, the Client asks for its Key to be sent immediately and agrees that performance of the contract begins as soon as it is sent. An activated Key can no longer be refunded. If the Client nevertheless has a right of withdrawal, it acknowledges that it loses that right as soon as its Key is activated, in accordance with Article L. 221-28, 13° of the French Consumer Code (Code de la consommation). The email that delivers the Key confirms this agreement.

9.3 Apart from the cases provided for in Articles 9.1, 20.3, 22 and 24, no refund is due, in particular when the Client does not use the Software after activating its Key.

10.1 Rights granted. Subject to full payment of the price, the Publisher grants the Client the non-exclusive right to install and use the Software in executable form, for the term of the Licence, solely for the needs of its professional activity and within the limits of Articles 11 and 12. This right can be assigned or transferred only in the cases provided for by those articles. Updates supplied during the term of the Licence are subject to the Terms.

10.2 Restrictions. Within the limits of Article L. 122-6-1 of the French Intellectual Property Code (Code de la propriété intellectuelle), the Client must not:

• copy the Software, except to install it and to make one backup copy;
• modify, adapt, translate, decompile or disassemble it;
• assign, sublicense, rent, lend or make it available to third parties, in particular as a hosted service or as a service provided to other entities;
• circumvent, disable or alter the licensing mechanisms, including the computer fingerprint, the Deployment identifier and the clock check;
• use the Software on more computers or Workstations than its Licences cover.

10.3 Ownership. The Publisher keeps all intellectual property rights in the Software and the Documentation. The Terms give the Client no right other than the one described in this article.

10.4 Third-party components. The Software includes open-source components and uses artificial intelligence models published by third parties. These remain subject to their own licences, whose notices are available in the Software or on request, and which prevail over the Terms as far as those components are concerned.

10.5 The Client's documents. The Client alone holds the rights to the texts and documents it produces using the Software. The Publisher claims none of them.

11.1 One computer. An Application Licence covers a single computer, to which it is bound when activated, and cannot be activated on another computer. If that computer breaks down or is replaced, the Publisher may, at the Client's request, transfer the Licence to the new computer, as a goodwill gesture and without being obliged to do so.

11.2 Users. The Client and the people under its responsibility may use the Application on that computer.

11.3 Workstations. A Workstation enrolled with a Server whose Licence is current does not need an Application Licence.

12.1 One Deployment. A Server Licence covers a single Deployment. It remains valid after a restart, an Update or moving the Server to another machine. Each additional Deployment requires its own Licence, including a test environment that holds real data.

12.2 Workstations. The Tier sets the maximum number of Workstations enrolled at the same time. The Client may remove a Workstation and enrol another in its place, free of charge, within the limit of its Tier. The Application that the Server distributes to Workstations is included in the Licence.

12.3 Users. The Client and the people who work on its behalf or within it, in particular its employees, partner or associate practitioners, locums and interns, may use the Server. Making it available to another legal entity requires the Publisher's written consent.

12.4 Tier for an organisation. The Tier is determined by the total number of Workstations the Client uses across all its Deployments, adding those of the entities it controls or that control it within the meaning of Article L. 233-3 of the French Commercial Code (Code de commerce). Spreading these Workstations across several Licences does not entitle the Client to a lower price than that of the Tier matching their total. Otherwise, the Publisher may invoice the difference. Above 50 Workstations, or for several Deployments, the price is set by quote.

12.5 Changing Tier. The Client may move to a higher Tier during the term of a Licence, simply by asking. The Publisher invoices the difference between the prices of the two Tiers and issues a new Licence that expires on the same date as the one it replaces. A move to a lower Tier takes effect on renewal.

12.6 Hardware and installation. Hardware is not included in the Licence. The Client chooses, acquires and provides the machine that hosts the Server. It installs the Server itself or has it installed by the provider of its choice, following the Documentation. The Publisher does not work on site or on the Client's infrastructure, unless specifically agreed.

13.1 Application trial. The Publisher may, at its discretion, offer a free trial of the Application and withdraw that offer at any time. Withdrawing the offer does not end a trial already started. When a trial is offered, it requires no payment method, lasts for the period shown in the Application and is limited to one per computer.

13.2 Server evaluation licence. On request, the Publisher may issue a time-limited Server Licence free of charge, at its discretion, for an evaluation or for a test environment.

13.3 Trials and evaluation licences are provided as is. The warranty in Article 20 does not apply to them, and the Publisher is liable for them only in the event of gross negligence or wilful misconduct.

14.1 During the term of its Licence, the Client may install, at no extra cost, the Updates the Publisher releases for the Application, the Server and the Workstations. The Publisher is free to decide their content and timing, and does not undertake to develop any new feature.

14.2 No Update installs itself. The Software shows that a new version is available, and the Client decides whether to install it. The Publisher recommends installing Updates promptly, especially those that fix a security flaw.

14.3 The warranty and support cover the latest released version of the Software. The Publisher may stop supporting an operating system version that its vendor no longer maintains.

15.1 How it works. During the term of its Licence, the Client can ask for help by email at dictadoc@proton.me, in French or English. Support covers installing the Software according to the Documentation, everyday use and diagnosing its faults. The Publisher's obligation is one of means (best efforts).

15.2 Response times. For the Application, the Publisher replies as soon as possible, with no guaranteed response time. For the Server, the Publisher sends a first reply within 72 working hours of receiving the request, that is three working days, Monday to Friday excluding public holidays in France. This is a response time, not a resolution time. The Publisher makes no availability or service level commitment.

15.3 Exclusions. Support does not cover hardware, networks, operating systems, drivers or third-party software, including Docker, antivirus software and the Client's practice management software. It includes neither training nor on-site work. These services can be quoted separately.

15.4 Health data. Support is provided without the Publisher accessing Client Data:

• the Publisher asks for no username or password, does not connect remotely to the Client's systems and never takes control of a system that holds Client Data;
• the Client sends only descriptions, screenshots and logs free of any health data or patient information, which it checks and, where needed, anonymises before sending;
• otherwise, the Client reproduces the fault on a test environment that holds no real data (Article 13.2);
• screen sharing takes place only if no health data is displayed.

If Client Data nevertheless reaches the Publisher, the Publisher deletes it as soon as it notices, without using it, and informs the Client. Sending such data is the Client's sole responsibility.

16.1 Software publisher. The Publisher acts solely as a software publisher. The Software is installed and runs on equipment the Client chooses and controls: the practitioner's computer for the Application, and the Client's infrastructure for the Server.

16.2 No hosting. The Publisher provides no hosting, storage, backup, managed IT or administration services for the Client's information system. No Client Data passes through the systems of the Publisher or its providers.

16.3 Health data hosting. The Publisher carries out none of the health data hosting activities listed in Article R. 1111-9 of the French Public Health Code (Code de la santé publique). It is therefore not subject to the certification required by Article L. 1111-8 of that code.

16.4 Data protection. The Publisher has no access to Client Data and does not process it. It therefore does not act as a processor, within the meaning of Article 28 of Regulation (EU) 2016/679 (GDPR), for that data. The Client alone is responsible for the processing it carries out using the Software.

17.1 Infrastructure. The Client chooses, installs, configures, secures, maintains and backs up the equipment, operating systems, networks and third-party software on which the Software runs, in accordance with the Documentation. In particular, it is up to the Client:

• to control physical and logical access to the computers, the Workstations and the Server;
• to apply security patches to those systems;
• to back up Client Data and the Server's data regularly, together with whatever is needed to restore them;
• to open none of the Server's ports to the internet, and to restrict access to its administration page to the local network;
• to protect the files it exports from the Software.

17.2 Hosting by a third party. If the Client installs the Software with a third party, such as a cloud provider, a data centre or a managed IT provider, it is up to the Client to use a host certified for health data hosting where Article L. 1111-8 of the French Public Health Code (Code de la santé publique) requires it.

17.3 Data controller. As the controller of the processing it carries out using the Software, the Client keeps its record of processing activities and, where applicable, carries out a data protection impact assessment. It informs patients, in particular that the consultation is being recorded, and obtains their consent where required. It sets retention periods and observes professional secrecy (Article L. 1110-4 of the French Public Health Code). On request, the Publisher provides the technical information the Client needs for these steps: network flows, encryption and where data is stored.

17.4 Patient records. The Software is neither a patient record system nor an archiving tool. The Client transfers the documents it has validated into its patient record or practice management software.

18.1 No Client Data. The Software sends no Client Data, to the Publisher or to any third party: no audio recording, no text, no patient information. It contains no audience measurement, telemetry or automatic crash reporting tool.

18.2 List of communications. The Software makes only the following outbound communications:

• activating a Licence, which sends the Key with a non-reversible fingerprint of the computer or the Deployment identifier;
• where applicable, requesting an Application trial, which sends the non-reversible fingerprint of the computer;
• checking for a new version, which sends no data;
• downloading artificial intelligence models, from Hugging Face or from the Publisher's storage, and downloading Workstation installers.

These communications reveal the IP address of the Client's network to the servers contacted. A Workstation communicates only with the Server it is enrolled with.

18.3 Working without the internet. Once its Licence is activated and its models are installed, the Application works without an internet connection. The Server can run with no outbound communication at all, with offline activation, checks for new versions turned off and models installed without the internet, as described in the Documentation.

18.4 Future changes. The Publisher will not add to the Software any communication that sends Client Data. Any outbound communication of another kind will be stated in the Documentation or in the release notes before it is added.

19.1 Intended purpose. The Software is a writing aid: it transcribes speech into text and can format that text. It is not a medical device within the meaning of Regulation (EU) 2017/745. It makes no diagnosis, calculates no dose or score, and plays no part in any clinical decision. The Client must not use it for a medical purpose or build it into a medical device without the Publisher's written consent.

19.2 Texts produced by artificial intelligence. The texts are produced by artificial intelligence models. They may contain errors, omissions or additions, particularly in proper names, medicines, doses, figures and units. The Client reviews and validates each text before using it. The Client alone is responsible for the content of the documents it writes and for their consequences.

20.1 The Publisher warrants that the Software, installed on a configuration that meets the requirements of the Documentation, works substantially as the Documentation describes, for the term of the Licence.

20.2 The Client reports any reproducible fault by email, with the information needed to reproduce it, in compliance with Article 15.4. The Publisher uses reasonable efforts to fix it or to offer a workaround within a reasonable time.

20.3 If a fault durably prevents use of the Software and is neither fixed nor worked around within thirty (30) days of being reported, the Client may terminate the Licence concerned and obtain a refund of the price in proportion to the remaining term.

20.4 The Publisher does not warrant that the Software is free of faults or that it will run without interruption. The warranty does not cover faults caused by insufficient hardware, by a third-party system or software, by a modification of the Software, by use contrary to the Documentation, or by a corrective Update that the Client has not installed. To the extent permitted by law, this warranty excludes any other warranty.

21.1 The Publisher's obligation is one of means (best efforts).

21.2 The Publisher is not liable for damage resulting from:

• the Client's infrastructure, network, equipment or third-party software;
• an intrusion, malware or an attack targeting the Client's information system, unless it is directly caused by a flaw in the Software attributable to the Publisher;
• a breach by the Client of Article 17 or of the Documentation;
• the content of a document that the Client has not reviewed and validated (Article 19.2);
• the loss of Client Data that the Client has not backed up.

21.3 The Publisher is liable only for direct and foreseeable damage. It is not liable for indirect damage, such as loss of revenue, business or clients, damage to reputation or third-party claims.

21.4 Cap. For all causes combined, the Publisher's liability is limited to the amount, excluding VAT, that the Client actually paid for the Licence concerned during the twelve (12) months before the event giving rise to the claim.

21.5 The limitations in this article do not apply in the event of gross negligence or wilful misconduct, of bodily injury, or where the law prohibits them.

21.6 Any liability claim against the Publisher must be brought within one (1) year of the day the Client knew or should have known the facts that allow it to bring the claim.

21.7 The Client acknowledges that the price of the Licence reflects the allocation of risk set out in this article.

22.1 Breach by the Client. In the event of a serious breach by the Client, such as using Workstations beyond its Tier, sharing or reselling a Key, circumventing the licensing mechanisms, a use prohibited by Article 19 or non-payment, the Publisher may terminate the Licence concerned automatically fifteen (15) days after a formal notice that has had no effect. No refund is then due.

22.2 Breach by the Publisher. In the event of a serious breach by the Publisher, the Client may terminate the Licence concerned thirty (30) days after a formal notice that has had no effect, and obtain a refund of the price in proportion to the remaining term.

22.3 End of sale. If the Publisher stops selling the Software, it informs Clients whose Licence is current as soon as possible. Activated Licences remain usable until the end of their term, because the Software depends on no Publisher service to work once activated. A paid Key that can no longer be activated is refunded.

To sell, deliver and activate Licences, to invoice and to provide support, the Publisher processes, as data controller, data about the Client and its contacts: email address, Stripe payment identifiers, Key, non-reversible fingerprint of the computer or Deployment identifier, activation and expiry dates, and support messages. Stripe processes the payment data. This processing involves no Client Data. Its purposes, legal bases, retention periods, recipients and the rights of the people concerned are set out in the privacy policy.

Neither party is liable for a failure caused by force majeure within the meaning of Article 1218 of the French Civil Code (Code civil). Performance of the affected obligation is suspended for as long as the impediment lasts. If it lasts more than sixty (60) days, either party may terminate the Licence concerned in writing, and the Client obtains a refund of the price in proportion to the remaining term.

25.1 Entire agreement. The contract defined in Article 3.3 sets out the entire agreement of the parties on its subject.

25.2 No waiver. If a party does not rely on a provision of the Terms, it does not give up the right to rely on it later.

25.3 Severability. If a provision of the Terms is held void or deemed unwritten, the other provisions remain in force.

25.4 Evidence. The electronic records of the Publisher and of Stripe, in particular payment confirmations, emails and activation records, are binding between the parties unless proven otherwise.

25.5 Assignment. The Client consents in advance to the Publisher assigning the contract to any person who takes over its business of publishing the Software, in particular a company it may set up. The assignment takes effect when the Client is notified (Article 1216 of the French Civil Code).

25.6 Language. The Terms are written in French. If the French version and a translation differ, the French version prevails.

26.1 The Terms are governed by French law. The United Nations Convention on Contracts for the International Sale of Goods (Vienna, 11 April 1980) does not apply.

26.2 In the event of a dispute, the parties first seek an amicable solution. The Client sends a written complaint to the Publisher, which has thirty (30) days to reply.

26.3 Failing agreement, where the Client is a trader (commerçant) or is established outside France, any dispute falls under the exclusive jurisdiction of the courts of Lorient, France, including for urgent proceedings, third-party claims or where there are several defendants. In all other cases, the competent court is determined by the ordinary rules.