Terms and Conditions

These Terms and Conditions (the “Terms”) govern access to and use of the Cue web application, the Cue desktop application, and related services (together, the “Service”), provided by Zare Lab (trading as "Cue").

• Zare Lab (trading as "Cue")
• Het Bijsterveld 18, 5701 GW Helmond, the Netherlands
• KvK: 73183156
• VAT: NL002481375B08

In these Terms, “Cue”, “we”, “us” and “our” mean the provider named above. “Customer”, “you” and “your” mean the organisation that subscribes to or uses the Service.

By creating an account, signing an Order Form, participating in a beta, pilot or design-partner programme, or otherwise using the Service, you agree to these Terms. If you are accepting on behalf of an organisation, you confirm that you are authorised to bind it. If you do not agree to these Terms, do not use the Service.

• “Account Data”: information about you and your Authorised Users used to administer the Service: names, work email addresses, role, billing details, sign-in identifiers and usage telemetry.
• “Authorised User”: an individual (typically an account executive, sales engineer or sales manager) permitted by you to use the Service under your subscription.
• “Call Data”: transcripts, live and post-call analysis, and any personal data of call participants captured or generated through the Service. Call audio is streamed for transcription and is not stored.
• “Customer Data”: all data you or your Authorised Users submit to, or that the Service collects on your behalf from your connected systems, including Call Data, CRM records, knowledge-base content, email and calendar metadata, and connected communication channels.
• “Order Form”: a written or electronic order describing your subscription plan, seats, fees and term.
• “Output”: any content generated by the Service, including briefs, suggested questions, answers, signals, risk flags, health scores, summaries, drafted emails, CRM records and action items.
• “Third-Party Service”: any service you connect to or use alongside Cue, such as Zoom, Microsoft Teams, Google Meet, Google Workspace, Microsoft 365, HubSpot, Salesforce or Slack.

3.1 The Service is offered exclusively to businesses and professional users. It is not intended for consumers, and you confirm that you are entering into these Terms in the course of a business or profession.

3.2 The agreement between us consists of the Order Form (if any), these Terms, and the Data Processing Agreement (clause 12). Where these conflict, the order of precedence is: (1) the Order Form, (2) the Data Processing Agreement, (3) these Terms.

3.3 The applicability of your general terms and conditions, purchasing conditions or any similar document is expressly excluded, in accordance with Article 6:225(3) of the Dutch Civil Code, even if we do not object to them at the time.

3.4 The parties exclude the applicability of Articles 6:227b(1) and 6:227c(2) of the Dutch Civil Code.

4.1 What Cue does. Cue is a continuous deal-intelligence layer for sales teams. It prepares pre-call briefs, provides a private desktop overlay during live calls, generates post-call analysis and follow-ups, and monitors open deals between calls to surface signals, risks and recommended actions.

4.2 Licence. Subject to these Terms and payment of any applicable fees, we grant you a non-exclusive, non-transferable, non-sublicensable right for your Authorised Users to access and use the Service during the subscription term, for your internal business purposes.

4.3 Evolution of the Service. Cue is actively developed. We may add, modify or remove features. We will not materially degrade the core functionality of a paid subscription during a paid term without reasonable prior notice; if we do, you may terminate the affected subscription and receive a pro-rata refund of prepaid fees for the unused period.

4.4 Beta features. Features marked beta, preview or experimental are provided as-is, may be withdrawn at any time, and are excluded from any service commitment.

5.1 We may offer beta access, free trials, pilots or design-partner arrangements. Unless a separate written agreement says otherwise, these Terms apply to them in full, except that the Service is provided without warranty and without any availability commitment, and we may modify or end the arrangement at any time.

5.2 Design-partner arrangements may involve additional commitments on both sides (feedback sessions, reference rights, pricing). Those are set out in a separate design-partner agreement, which prevails over these Terms where it conflicts.

5.3 Feedback. If you give us feedback, ideas or suggestions about the Service, we may use them without restriction or obligation to you. Feedback is not confidential unless you mark it as such in writing.

6.1 Subscriptions are per named Authorised User. Seats may be reassigned when a user leaves your organisation or changes role, but may not be shared concurrently.

6.2 You are responsible for maintaining the confidentiality of account credentials, for enabling appropriate access controls, and for all activity that occurs under your account.

6.3 You must ensure your Authorised Users comply with these Terms. Acts and omissions of your Authorised Users are treated as your own.

6.4 Notify us promptly at [email protected] if you become aware of unauthorised access to your account.

Allocation of responsibility. Cue provides the tooling. You decide who to call, what to say, whose conversations to analyse, what to do with the Output, and what to tell your buyers. Responsibility follows that control: we are responsible for operating the Service properly and securely, and you are responsible for the lawfulness of your use of it and for every decision you take with it. The obligations in this clause 7 are material obligations, and breach of any of them is a material breach for the purposes of clause 15.3.

7.1 Notice and consent. You are solely responsible for ensuring that all participants in any call processed by Cue are informed that the call is transcribed and analysed, and for obtaining any consent or providing any notice required under applicable law, including the GDPR, the Dutch Implementation Act (UAVG), the Dutch Telecommunications Act, and any equivalent laws in the jurisdictions where you or your call participants are located. Where local law requires the consent of all parties to a recording, you must obtain it before enabling Cue on that call. Suggested notice wording is in section 3 of our Privacy Policy; using it does not reduce or transfer your responsibility under this clause.

7.2 Lawful basis and transparency. You act as the controller for Call Data and other Customer Data containing personal data. You are responsible for establishing a lawful basis for processing, for maintaining your own privacy notice, and for responding to data subject requests from call participants. We will assist you as set out in the Data Processing Agreement.

7.3 Connected systems. You confirm that you have the right to connect your CRM, email, calendar, knowledge base and communication channels to Cue and to have the content of those systems processed by us on your behalf.

7.4 Sensitive content. The Service is not designed for, and you must not use it to process, special categories of personal data (Article 9 GDPR), criminal-offence data, payment card data or health records. If such data appears incidentally in a call, you remain responsible for handling it appropriately.

7.5 Restricted jurisdictions and sectors. You are responsible for confirming that your use of an AI call-analysis tool is permitted in your sector and in the jurisdictions where your buyers are located, including any works-council or employee-consultation requirements applying to monitoring tools in your own organisation.

7.6 Employee-facing use. Cue is designed as a rep-first tool. If you configure it to surface individual performance information to managers, you are responsible for meeting any employment-law, works-council (ondernemingsraad) or collective-agreement obligations that apply.

7.7 Warranty. You warrant, on a continuing basis, that: (a) you have given all notices and obtained all consents, authorisations and approvals required for us to process Customer Data as contemplated by these Terms; (b) you have a valid lawful basis for each category of processing you instruct; (c) your instructions to us do not cause us to breach applicable law; and (d) you have the right to grant the licence in clause 10.2 in respect of all Customer Data, including content originating from your buyers and from your connected Third-Party Services.

7.8 Regulatory exposure. Where a supervisory authority, court or other competent body imposes a fine, order or penalty on us that arises from your breach of this clause 7, including any failure to notify or obtain consent from call participants, any unlawful instruction, or any use outside the permitted scope, you will reimburse us for it and for the reasonable costs of responding, subject to clause 19.

7.9 Prohibited and high-risk uses. You must not use the Service, or any Output, as a substantial factor in decisions about the recruitment, promotion, discipline, remuneration or termination of any individual, or in any other way that would cause the Service to be treated as a high-risk AI system under Regulation (EU) 2024/1689 (the AI Act) with you as deployer and us as provider. If you intend such a use, you must obtain our prior written agreement. Absent that agreement, any such use is at your sole risk and you are responsible for all resulting obligations and liabilities.

You must not, and must not permit anyone else to:

1. use the Service in breach of any applicable law, or to analyse a conversation you are not lawfully entitled to record;
2. reverse engineer, decompile or attempt to derive the source code, models, prompts or underlying architecture of the Service, except to the extent this restriction is prohibited by mandatory law;
3. use the Service to build, train or benchmark a competing product, or to extract data at scale for that purpose;
4. resell, sublicense, rent or provide the Service to third parties, or use it on behalf of an organisation other than your own, unless expressly agreed in writing;
5. upload malicious code, attempt to gain unauthorised access to the Service, or interfere with its integrity or performance;
6. circumvent usage limits, rate limits or seat restrictions;
7. use the Service to harass, deceive or unlawfully surveil any individual;
8. remove or obscure any proprietary notices; or
9. use the Service in a way that suggests to a call participant that no analysis is taking place, where notice is required.

We may investigate suspected breaches and may suspend access under clause 15.5.

9.1 The Service integrates with Third-Party Services. Your use of those services is governed by your agreement with the relevant provider, not by these Terms.

9.2 You are responsible for complying with the terms of any Third-Party Service you connect or use alongside Cue, including its rules on recording, automated access and data export. Some meeting platforms impose their own recording-notice requirements; meeting them is your responsibility.

9.3 We are not responsible for a Third-Party Service’s availability, accuracy, security or continued support for the integrations we offer. If a provider changes or withdraws access, we may modify or discontinue the corresponding integration.

10.1 Your data stays yours. As between the parties, you own all Customer Data. Output generated specifically for you from your Customer Data is yours to use for your business purposes.

10.2 Licence to us. You grant us a worldwide, non-exclusive, royalty-free licence to host, copy, transmit, process, display and analyse Customer Data solely to provide, secure, support and maintain the Service for you, and as otherwise permitted in the Data Processing Agreement.

10.3 Our intellectual property. We own all rights in the Service, including software, models, scoring logic, signal libraries, prompts, user interfaces and documentation, together with all improvements to them. Nothing in these Terms transfers any of those rights to you.

10.4 Aggregated data. We may generate aggregated and de-identified statistical data from use of the Service (for example, how often a feature is used, or model accuracy measurements) and use it to operate, improve and market the Service. Aggregated data will not identify you, your Authorised Users, your buyers or your deals, and will not be disclosed in a form from which any of them can reasonably be re-identified.

10.5 Model training. We do not use your Customer Data to train foundation models for the benefit of other customers. Where we use third-party AI providers, we use their business APIs, whose terms do not permit training on data submitted through our account. Our current sub-processors are listed in section 8 of our Privacy Policy.

11.1 The Service uses large language models and other machine-learning systems. Output is probabilistic. It can be incomplete, out of date or wrong, including where it is presented with a citation.

11.2 Output is decision support, not a decision. Health scores, risk flags, suggested questions, answers, drafted emails, CRM records and next-step recommendations are suggestions for a human to evaluate. You must review Output before relying on it or sending it to a buyer. Cue does not send email to a buyer without an Authorised User’s action. Where you connect a CRM, Cue writes call summaries and captured fields to it after each call; every write records the previous value so you can review and correct it.

11.3 Output does not constitute legal, financial, tax, employment or other professional advice, and must not be treated as such.

11.4 Output is not unique. Similar inputs may produce similar Output for other customers, and we make no claim that Output is original or protectable.

11.5 You remain responsible for what you say to your buyers, for the commitments you make, and for the accuracy of what is recorded in your CRM, whether or not Cue drafted it.

11.6 Acknowledgement. You acknowledge and accept that the Service may fail to detect a risk, signal, stakeholder, competitor, commitment or deadline that a person would have detected; it may surface a signal that turns out to be wrong; a health score, deal status or forecast input may be inaccurate; and a drafted email or CRM record may contain errors. These are known and inherent characteristics of the Service, not defects. You agree not to use the Service as your sole means of monitoring your pipeline, tracking your obligations to buyers or maintaining your systems of record, and to keep whatever independent checks your business requires.

12.1 In respect of Account Data, we act as controller. Our processing is described in our Privacy Policy.

12.2 In respect of Customer Data, you act as controller and we act as processor. Our Data Processing Agreement forms part of these Terms and sets out the subject matter, duration, nature and purpose of processing, categories of data and data subjects, security measures, sub-processing, international transfers, audit rights and assistance with data subject requests. It is provided with every paid subscription and is available on request during a beta, trial or pilot from [email protected].

12.3 We maintain appropriate technical and organisational measures under Article 32 GDPR. A summary is available on request.

12.4 We may engage sub-processors as set out in the Data Processing Agreement. Current sub-processors are listed in section 8 of our Privacy Policy, which we update before adding one.

13.1 Each party may receive confidential information from the other. Each party will protect the other’s confidential information with at least reasonable care, use it only for the purposes of the agreement, and disclose it only to personnel and advisers who need it and are bound by equivalent obligations.

13.2 These obligations do not apply to information that is public through no fault of the recipient, was lawfully known before disclosure, is independently developed, or is lawfully received from a third party.

13.3 A party may disclose confidential information where required by law or a competent authority, giving the other party reasonable prior notice where lawfully permitted.

13.4 Confidentiality obligations survive termination for five (5) years, and indefinitely for information that constitutes a trade secret.

14.1 Fees are set out in your Order Form. Unless stated otherwise, fees are per Authorised User per month, exclusive of VAT and any other applicable taxes. During the beta no fees are charged unless an Order Form says otherwise.

14.2 Invoices are payable within 14 days of the invoice date, unless a different period is stated on the Order Form.

14.3 If you pay by card or direct debit, you authorise us to charge the payment method on file for each billing period until the subscription ends.

14.4 If payment is late, we may charge statutory commercial interest under Article 6:119a of the Dutch Civil Code and recover reasonable costs of collection, and may suspend the Service under clause 15.5 after giving notice.

14.5 Adding seats mid-term is charged pro rata. Reducing seats takes effect at the start of the next renewal term unless agreed otherwise.

14.6 Except where these Terms expressly say otherwise, fees are non-refundable and payments may not be set off against any claim.

14.7 We may change our prices for renewal terms by giving at least thirty (30) days’ notice before the end of the current term. If you do not accept the change, you may choose not to renew.

15.1 The subscription begins on the start date in your Order Form (or on account creation) and runs for the term stated there. Unless stated otherwise, it renews automatically for successive periods of the same length.

15.2 Either party may prevent renewal by giving written notice at least 30 days before the end of the current term.

15.3 Either party may terminate the agreement with immediate effect if the other party commits a material breach and fails to remedy it within thirty (30) days of written notice, or becomes insolvent, is granted a suspension of payments, or is declared bankrupt.

15.4 You may terminate immediately if we materially breach the Data Processing Agreement and fail to remedy it within a reasonable period.

15.5 Suspension. We may suspend all or part of the Service, with as much notice as is reasonable in the circumstances, if: your account is materially overdue; we reasonably believe your use threatens the security, integrity or availability of the Service or of another customer’s data; or your use appears to breach clause 7 or 8 in a way that creates legal risk. We will restore access promptly once the cause is resolved.

15.6 On termination: your right to use the Service ends; you must pay any fees accrued up to the termination date; and we will make Customer Data available for export in a machine-readable format for 30 days.

15.7 After the export window, we will delete or anonymise Customer Data in line with the Data Processing Agreement, except where retention is required by law or where data has been aggregated and de-identified under clause 10.4.

15.8 Clauses that by their nature should survive termination (including 7.7, 7.8, 10, 11, 13, 17, 18, 19 and 23) do so.

16.1 During the beta we make no availability commitment. Once a paid subscription is in place, any availability target is stated in the Order Form.

16.2 We aim to schedule maintenance outside core European business hours and to give advance notice of planned downtime that is likely to be material.

16.3 Support is provided by email at [email protected] on business days in the Netherlands. Response targets, if any, are set out in your Order Form.

16.4 The live overlay depends on your device, network and meeting platform. Interruptions caused by those are not a failure of the Service.

17.1 We warrant that we will provide the Service with reasonable skill and care and in a professional manner.

17.2 We warrant that we have the right to grant the licence in clause 4.2.

17.3 Except as expressly stated, the Service and all Output are provided “as is”. To the maximum extent permitted by law, we exclude all other warranties, whether express or implied, including any warranty of merchantability, fitness for a particular purpose, uninterrupted or error-free operation, or that Output will be accurate, complete, current or suitable for any purpose.

17.4 We do not warrant any particular business outcome. Cue is a decision-support tool; we make no commitment as to deals won, forecast accuracy, revenue or rep performance.

17.5 We do not warrant that the Service will make your use of it compliant with law. Compliance with clause 7 remains your responsibility.

18.1 Neither party excludes or limits liability for damage caused by intent or wilful recklessness (opzet of bewuste roekeloosheid), for death or personal injury, or for any other liability that cannot be excluded under mandatory Dutch law.

18.2 Subject to 18.1, neither party is liable for indirect or consequential loss, including lost profits, lost revenue, lost or missed business opportunities, loss of goodwill, lost or corrupted data (beyond the cost of restoring it from backups), or the cost of substitute services.

18.3 Subject to 18.1, each party’s total aggregate liability arising out of or in connection with the agreement, in contract, tort or otherwise, in any period of twelve (12) consecutive months, is limited to the total fees paid or payable by you under the agreement in the twelve (12) months preceding the event giving rise to the liability. Where no fees have been paid (for example during the beta, a free trial or a pilot), that cap is EUR 1,000.

18.4 The limitations in 18.2 and 18.3 do not apply to your obligation to pay fees, or to either party’s liability under clause 19.

18.5 A claim must be notified in writing within twelve (12) months of the date on which the claiming party became aware, or should reasonably have become aware, of the loss.

18.6 Our liability arises only after you have given us written notice of default and a reasonable period to remedy, except where remedy is permanently impossible.

18.7 Specific exclusions. Subject to clause 18.1, and without limiting clause 18.2, we are not liable for any loss arising from: (a) a risk, signal, commitment, stakeholder, competitor or deadline that the Service did not detect or did not surface; (b) a signal, risk flag, health score, deal status or recommendation that proved inaccurate; (c) any deal not won, delayed or lost; (d) the accuracy of any forecast or pipeline figure derived from the Service; (e) the content of any email, message, agenda or CRM record drafted by the Service and sent, saved or acted on by an Authorised User; (f) any decision taken, or not taken, by you or an Authorised User in reliance on Output; (g) the unavailability, modification or discontinuation of a Third-Party Service, or a change in its terms; or (h) your failure to notify or obtain consent from call participants.

18.8 The caps and exclusions in this clause 18 reflect the fees charged and the allocation of responsibility in clause 7, and both parties accept them as reasonable in a commercial relationship between businesses.

19.1 By us. We will defend you against any third-party claim that the Service, as provided by us and used in accordance with these Terms, infringes that third party’s intellectual property rights in the European Economic Area, and will pay damages finally awarded or agreed in settlement. If the Service becomes, or in our view is likely to become, the subject of such a claim, we may at our option obtain the right for you to continue using it, modify or replace it so it is no longer infringing, or terminate the affected subscription and refund prepaid fees for the unused period. This indemnity does not apply where the claim arises from Customer Data, Output, a Third-Party Service, use in breach of these Terms, or modifications not made by us.

19.2 By you. You will indemnify, defend and hold us harmless against all claims, demands, proceedings, fines, penalties, damages and reasonable costs (including legal fees and the costs of responding to a regulator) arising from or connected with:

1. your breach of clause 7, including any failure to notify or obtain consent from call participants, any unlawful processing instruction, and any breach of the warranties in clause 7.7;
2. your breach of clause 8 (acceptable use);
3. any claim by a call participant, buyer, employee or other individual relating to the transcription, analysis or monitoring carried out on your instructions;
4. any claim or investigation by a supervisory authority relating to your role as controller;
5. the content of Customer Data, including any third-party rights in it;
6. your use of, or reliance on, Output, including anything you send to a buyer or write to a system of record; and
7. any use of the Service prohibited by clause 7.9.

19.3 The indemnity in clause 19.2 is not subject to the cap in clause 18.3.

19.4 The indemnified party must notify the other promptly, allow the indemnifying party to control the defence, and provide reasonable cooperation. Neither party may settle a claim in a way that imposes an obligation or admission on the other without its prior written consent, not to be unreasonably withheld.

Neither party is liable for failure to perform caused by an event beyond its reasonable control (overmacht), including internet or hosting failures, failure of a Third-Party Service or AI provider, cyber-attack, power failure, strike, epidemic, war, embargo, or a change in law that prohibits performance. If the event continues for more than sixty (60) days, either party may terminate the affected part of the agreement in writing without liability. Payment obligations for the Service already provided are not excused.

21.1 We may amend these Terms to reflect changes in the Service, our business or the law.

21.2 We will give at least thirty (30) days’ notice of any material change, by email to your workspace administrator or by notice in the Service. Non-material changes take effect on posting.

21.3 If you do not accept a material change, you may terminate your subscription before the change takes effect and receive a pro-rata refund of prepaid fees for the unused period. Continuing to use the Service after the change takes effect means you accept it.

22.1 Assignment. You may not assign the agreement without our written consent, which will not be unreasonably withheld. We may assign it to an affiliate or in connection with a merger, acquisition or sale of substantially all our assets, on notice to you.

22.2 Subcontracting. We may use subcontractors to perform our obligations and remain responsible for their performance. Sub-processing of personal data is governed by the Data Processing Agreement.

22.3 Notices. Notices to us go to [email protected]. Notices to you go to the email address of your workspace administrator. Notices are deemed received on the next business day after sending, absent a delivery failure.

22.4 Publicity. We will not use your name or logo as a customer reference without your prior written consent, which may be given in an Order Form.

22.5 Entire agreement. The agreement, as defined in clause 3.2, is the entire agreement between the parties on its subject matter and supersedes all prior discussions and proposals.

22.6 Severability. If any provision is held invalid or unenforceable, it will be replaced by a valid provision that reflects the original intent as closely as possible, and the remainder stays in force.

22.7 No waiver. Failure to enforce a provision is not a waiver of the right to enforce it later.

22.8 No partnership. Nothing creates a partnership, agency or employment relationship between the parties.

22.9 Language. These Terms are drawn up in English. If we provide a translation, the English version prevails.

22.10 Records. Our records and system logs constitute evidence of your use of the Service, subject to proof to the contrary.

23.1 These Terms and any non-contractual obligations arising out of them are governed by the laws of the Netherlands.

23.2 The United Nations Convention on Contracts for the International Sale of Goods (Vienna Sales Convention) does not apply.

23.3 Any dispute will be submitted exclusively to the competent court in Amsterdam, the Netherlands, without prejudice to either party’s right to seek interim relief elsewhere.

23.4 Before starting proceedings, the parties will attempt in good faith to resolve the dispute through discussion between senior representatives for a period of thirty (30) days.

• Zare Lab (trading as "Cue")
• Het Bijsterveld 18, 5701 GW Helmond, the Netherlands
• KvK: 73183156
• VAT: NL002481375B08
• Email: [email protected]
• Web: cuelive.app