Speechmatics is a trading name of Cantab Research Limited, whose registered address is 296 Science Park, Milton Road, Cambridge, CB4 0PZ, England. The Customer is detailed in the Order Form.
1.1. The following definitions shall apply in this Agreement:
Additional Units: means any entity that directly or indirectly controls a party to this Agreement or is controlled by a party to this Agreement either wholly or under joint control with another entity. For the avoidance of doubt, this includes any Group Company of either party.
Agreement: means the Order Form and these Terms and Conditions.
API: means the Application Programming Interface used to access the Cloud Services ASR, Batch Virtual Appliance ASR, or Real-time Virtual Appliance ASR version of the Software.
AV Files: means the sound and/or video recordings which are submitted by the Customer to the Software for transcription.
Batch Containerised ASR: means the version of the Software that is deployed within the Customer’s or Partner’s own security boundaries as a docker container for the sole purpose of providing Transcripts from pre-recorded audio and video files.
Batch Virtual Appliance ASR: means the version of the Software that is deployed within the Customer’s own security boundaries as a virtual machine with the sole purpose of providing Transcripts from pre-recorded audio and video files.
Beta Features: means features and capabilities that are still in the early stages of release and are untested. Details of Beta Features are set out in the Order Form.
Business Hours: means 9am to 5pm UK time, Monday to Friday, excluding bank holidays in the UK and weekends.
Cloud Services ASR: means the version of the Software that is hosted and deployed within Speechmatics cloud for the purpose of providing Transcripts from pre-recorded audio and video files.
Committed Annual Units: means the number of committed Units that the Customer agrees to pay at the Unit Rate as part of the Committed Fees to Speechmatics for every year of the Term, irrespective of Units consumed, as detailed in the Order Form.
Committed Fees: means the total amount due to Speechmatics from the Customer over the Initial Term and any subsequent Renewal Periods for the Committed Annual Units.
Confidential Information: means all information, whether written, oral, in electronic format or otherwise in relation to a party and concerning the existence of this Agreement or the discussions between the parties, which is marked ‘confidential’ or is reasonably understood to be confidential, including (without limitation):
a) relating to any marketing activities, strategies, plans, financial information, projections, operations, sales estimates, business plans and performance results relating to the past, present or future, business activities of a party or its Affiliates;
b) plans for products or services, and customer or supplier lists;
c) any scientific or technical information, invention, design, process, procedure, formula, improvement, technology or method;
d) any concepts, reports, data, know-how, works-in-progress, designs, developments tools specifications, computer software, source code, object code, any other runtime artefacts used by the product, flow charts, databases, invention, information and trade secrets: and
e) any other information that should reasonably be regarded as Confidential Information or commercially sensitive.
Contract Year: means any 12-month period ending on any anniversary of the Effective Date
CPI: Consumer Prices Index (United Kingdom).
Customer: means the company named as the customer in the Order Form.
Customer Personal Data: means the Personal Data processed by Speechmatics on the Customer’s behalf under this Agreement.
Defect: means a fault, failure or deviation in respect of the functioning of the Software.
Defect Correction: means the correction or resolution of, or an appropriate workaround for, a Defect.
Documentation: means the operating manuals, technical literature, instructions in the use of the Software and all other related materials relating to the Software in human-readable and/or machine-readable form supplied by Speechmatics.
Effective Date: means the date the last party signs the Order Form.
End User(s): means any third party who, as permitted by the Licence, has the right to use the Software as part of an Integrated Product as specified in this Agreement.
Force Majeure Event: means any circumstance not within a party’s reasonable control including, without limitation: acts of God, flood, drought, earthquake or other natural disaster, epidemic or pandemic terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; nuclear, chemical or biological contamination or sonic boom; any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition; collapse of buildings, fire, explosion or accident; and interruption or failure of utility service.
Group Company: in relation to a company, means that company, any subsidiary or holding company of that company.
Hours: means the chargeable rate for the number of hours of audio or video transcribed by the Software.
Initial Term: means the initial committed period that both parties agree to adhere to all elements of this Agreement as defined in the Order Form.
Integrated Product(s): means a specific product whereby the Software has been incorporated into and/or interfaced with, by any technical means, another product.
Intellectual Property Rights: means patents, utility models, rights to inventions, copyright and related rights, trademarks and service marks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer products, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, including all applications for (and rights to apply for and be granted), renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future, in any part of the world as further defined in clause 8.
Licence: means the licence granted in clause 2.1 of this Agreement.
Maintenance Releases: means a patch or release of the Software which corrects faults, adds functionality or otherwise amends the Software, but excluding Major Releases.
Major Releases: means any major release of the Software which from time to time is publicly marketed and made available by Speechmatics which contains significant or material differences from the previous versions or releases.
New Product: means any software product released and marketed by Speechmatics as a new product distinct from the Software, including any product which contains similar functionality or underlying code to the Software.
Order Form: means Speechmatic’s Order Form detailed at the top of this Agreement (which is signed electronically or printed and signed by the Customer) relating to the Services to be provided by the Company to the Customer.
Partner(s): means any partner organisation to whom the Customer supplies Integrated Products for onward licensing to End Users.
Payment Terms: means the period of time in days that the Customer has to pay any outstanding invoices.
Permitted Users: means the Customer, any Partners or End Users of the Software.
Personnel: means any individual employed or engaged in a professional capacity by a business to carry out work including employees, agents and contractors.
Real-time Containerised ASR: means the version of the Software that is deployed within the Customer’s or Partner’s own security boundaries as a docker container for the sole purpose of providing real-time or live Transcripts from a live audio and video streams.
Real-time Virtual Appliance ASR: means the version of the Software that is deployed within the Customer’s or Partner’s own security boundaries as a virtual machine with the sole purpose of providing real-time or live Transcripts from a live audio and video streams. The Transcripts are provided whilst the audio is being streamed.
Renewal Period: means additional periods of 12-months following the end of the Initial Term as defined in the Order Form.
Seats: means a named person or User ID with a maximum of 2000 hours of transcribed audio/video per seat per annum.
Services: means the products and services described in the Order Form and throughout this Agreement provided by Speechmatics to the Customer.
Setup Fees: means the initial setup fees for the Services detailed in the Order Form.
Software: means the automatic speech recognition software, as available via Cloud Services ASR, Batch Containerised ASR, Real-time Containerised ASR, Batch Virtual Appliance ASR or Real-time Virtual Appliance ASR, which converts speech from audio or video files into Transcripts as detailed in the Order Form, including, without limitation, the API, and all Documentation in respect of such software and any Maintenance Release made available to the Customer and any Major Releases purchased by the Customer during the Term in accordance with clause 6.3.
Software Specification: means the specification for the relevant Software identified in the Order Form as set out at https://www.speechmatics.com/product/deployment, as may be updated from time to time.
Support Services: those services provided by telephone, email, videoconference or discussion in relation to Your access to and use of the API, the System and Transcription Services.
Streams: means one continuous feed of audio transcribed in Real-Time, totalling no more than 9000 hours of transcribed audio/video per year.
Support Services: means the services set out in Appendix 1.
Term: means the Initial Term plus any Renewal Periods.
Territory: means the countries and/or regions in which the Customer or Partner’s has a licence to operate the Software in, as specified in the Order Form.
Total Fees: means the Committed Fees, Setup Fees and the amounts payable to Speechmatics for all Additional Units used, as billed in accordance with the terms of this Agreement.
Transcripts: means the outputs produced by the Software after submission of the AV Files.
Unit Fees: means the applicable rate charged per Unit ordered as set out in the Order Form.
Units: means the number of Hours, Seats or Streams (or a combination of the three) used throughout the Term.
VAT: means value added tax.
1.2. A reference to a holding company or a subsidiary means a holding company or a subsidiary (as the case may be) as defined in section 1159 of the Companies Act 2006.
1.3. Speechmatics and the Customer may be referred to individually as a “party” or collectively as the “parties”.
1.4. In the case of conflict or ambiguity between any provision contained in these Terms and Conditions and any provision contained in the Order Form, the provisions in the Order Form shall take precedence.
2.1. Subject to and conditional upon payment of any undisputed Total Fees, and Customer’s compliance (i) with this Agreement, (ii) the restrictions in clause 3 and (iii) the permitted licence duration in clause 4, Speechmatics grants to the Permitted Users a limited, non-exclusive, non-transferable, right and licence (“Licence”) to use the Software in the Territory for the following uses:
2.1.1. integration of the Software (as relevant) with other software and services in order to produce Integrated Products;
2.1.2. supply of Integrated Products to Permitted Users;
2.1.3. to the extent necessary to achieve the foregoing, the right (as appropriate) to:
188.8.131.52. install, copy, access and use the Batch Containerised ASR or Real-time Containerised ASR; and/ or
184.108.40.206. access and use the Batch Virtual Appliance ASR, Real-time Virtual Appliance ASR or Cloud Services ASR via the API; and
2.1.4. allocation and management of the pool of Units purchased under this Agreement (in accordance with clause 5) in order for the Customer to use such Units within the Software for the benefit of Permitted Users as the Customer decides, provided that the Customer always complies with the terms of this Agreement and that Customer (and its Partners) may only commercially exploit the Software in accordance with the Licence and these Terms and Conditions.
2.2. The grant of the Licence in clause 2.1 above shall include any act which is reasonably incidental to such use, including the creation of as many copies of the Software as may be necessary only to enable use of the Software as permitted by the Licence and the maintenance of a reasonable number of back-up or test copies of the Software.
2.3. In the event that the Customer sells, licenses, or provides any Integrated Product to a Permitted User, the Customer shall be permitted to sub-licence the Software to the Permitted User to the extent necessary for the Permitted User to use the Integrated Product (for clarity, no right is granted to the End User to sub-licence).
2.4. The Customer may request Beta Features which may be accessed and used in conjunction with their own customers and End Users. The Customer may submit feedback to Speechmatics by email to email@example.com to enable Speechmatics’ continued learning and development of such Beta Features.
2.5. The Customer’s use of any Beta Features shall not be covered by the Support Services and Speechmatics does not provide any representation, guarantee or warranty of any kind as to their functionality, quality, performance, suitability or fitness for purpose of Beta Features.
2.6. Speechmatics will provide access to and use of the API and transcription services (in accordance with the terms of this Agreement) for all uploaded AV Files. Speechmatics reserves the right to reject such AV Files if, in its sole opinion, it deems that the recording quality is substantially degraded or impaired.
3.1. The Customer and Permitted Users may not use the Software or any information or materials provided by Speechmatics or obtained by the Customer under this Agreement other than as permitted by this Agreement without the prior written approval of Speechmatics.
3.2. The Customer shall:
3.2.1. ensure that its Affiliates, Partners and End Users (if applicable) are bound by written obligations substantially reflecting the Licence and restrictions set out in this Agreement (and provide written confirmation to Speechmatics at Speechmatics’ request); and
3.2.2. use reasonable endeavours to prevent any unauthorised access to or use of the Software and notify Speechmatics as soon as it becomes aware of any such unauthorised use.
3.3. The Customer’s and Permitted Users’ use of the Software shall be restricted to use of the Software in object code form only. The Customer shall not, and shall not permit or facilitate any Permitted User or third party to, in whole or in part, copy, adapt, reverse engineer, decompile, disassemble, modify, adapt or make error corrections to the Software for any purpose, except as permitted by applicable laws.
3.4. The Customer shall not (and shall ensure that Permitted Users do not) use, licence or sell the Software as standalone products outside of the Integrated Products.
4.1. The Licence (including any use of the Software by Permitted Users permitted under the Licence) shall continue for the Term and shall terminate automatically on the termination or expiry of this Agreement.
5.1. As part of the Licence, the Customer shall purchase a specific number of Committed Annual Units and Additional Units which shall be charged in accordance with the applicable Unit Rate as detailed in the Order Form.
6.1. Speechmatics will provide the Customer with all Maintenance Releases generally made available to its customers. Speechmatics will ensure that no Maintenance Release will materially adversely affect the then existing facilities or functions of the Software.
6.2. The Customer shall ensure that, where available, the Customer is utilising the latest version of the Software and installs all Maintenance Releases made available by Speechmatics as soon as reasonably practicable after receipt.
6.3. Speechmatics may make available Major Releases from time to time. Major Releases may be provided at no further charge to the Customer (beyond the Total Fees) or may be subject to an additional fee or agreement of an adjusted Unit Rate with Speechmatics, at Speechmatics’ discretion.
6.4 If the Customer wishes to use any New Products that Speechmatics makes generally available to customers from time to time, such use shall be subject to an additional fee to be agreed with Speechmatics and recorded in a new or amended order form.
7.1. Details of the Total Fees payable by the Customer for the Services provided by Speechmatics shall be found on the Order Form and throughout this Agreement. Any discount agreed at commencement of the Services (as specified on the Order Form) shall apply to the Initial Term only.
7.2. Any Setup Fees (as detailed in the Order Form) shall be invoiced on the Effective Date. Thereafter, Speechmatics will invoice the Customer in accordance with the billing frequency and commercial terms set out in the Order Form.
7.3. In the event the Customer requires Additional Units, the Customer will be invoiced at the end of each month for Additional Units consumed in that month in accordance with the Additional Unit Rate as defined in the Order Form.
7.4. Payment of all undisputed Total Fees by the Customer must be made within the Payment Terms detailed on the Order Form, from the date of receipt of the relevant invoice.
7.5. The Customer shall inform Speechmatics in writing within thirty (30) days of the date of the receipt of invoice of any Total Fees it disputes, setting out the details. In such event, the parties will use their good faith efforts to resolve such dispute as soon as possible.
7.6. The Customer shall not be entitled by reason of any set-off, counterclaim, abatement, or other similar deduction to withhold payment of any amount due to Speechmatics.
7.7. If the Customer fails to make any payment due to Speechmatics under this Agreement, Speechmatics reserves the right to charge interest on the overdue amount at the rate of 5% per annum above the Bank of England’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount.
7.8. All sums payable under this Agreement are excluding VAT, any other taxes, fees, duties, licenses or levies now or in the future imposed upon the Service. Any such taxes imposed on the Services shall be paid by Customer.
7.9. Speechmatics shall be entitled to increase the Unit Rates on an annual basis. The first such increase may take effect at the end of the Initial Term and each subsequent increase may take effect at the end of the relevant Renewal Period. Increases shall be based on the latest available figure for the average percentage increase in the UK Consumer Price Index (CPI) over the relevant preceding 12-month period. Prior to any increase in the Unit Rates, Speechmatics shall provide Customer with reasonable notice in writing of such increase.
7.10. Any invoices payable in foreign currencies shall be charged at the prevailing exchange rate against the pound sterling as published by the Bank of England at the time the invoice is prepared.
7.11. For Customers who use the Batch Containerised ASR or Real-time Containerised ASR, the Customer shall provide a monthly application generated report (or any other information reasonably required) to Speechmatics for any Units (including Additional Units) used, including the associated User IDs for all such Units. This report needs to be sent to firstname.lastname@example.org by the second working day of the month following the month the report relates to. Speechmatics reserves the right to request access to additional records and information and/or systems (subject to reasonable conditions of the Customer) solely for the purpose of verifying the accuracy of the report.
8.1. All pre-existing Intellectual Property Rights belonging to a party prior to the execution of this Agreement shall remain vested in that party and nothing in this Agreement will operate to assign or transfer the Intellectual Property Rights in that party’s products or services to the other party.
8.2. All Intellectual Property Rights in the API and Software shall belong to Speechmatics. All Intellectual Property Rights in the AV Files, Transcripts and any of the Customer’s own products shall belong to the Customer. Nothing in this Agreement will operate to assign or otherwise transfer any of the rights, title and interest that Speechmatics has in the Intellectual Property Rights in the Software or that the Customer has in respect of its own products and neither party shall acquire any rights in the other party’s software other than the rights expressly granted herein.
8.3. None of the Intellectual Property Rights in Speechmatics’ trademarks or brands shall be used by the Customer without Speechmatics’ prior written consent.
8.4. The Customer acknowledges that: (a) Speechmatics will use the AV Files submitted by the Customer to the extent necessary for the Software to produce Transcripts; and (b) it is responsible for maintaining copies of its AV Files (including the Customer Personal Data) for backup purposes.
9.1. Except as expressly stated in this Agreement, all conditions, warranties or other terms which might have effect between the parties or be implied or incorporated into this Agreement or any collateral agreement, whether by statute, common law or otherwise, are hereby excluded.
9.2. Speechmatics warrants to the Customer that:
9.2.1. the Software will conform in all material respects to the Software Specification for a 12 month period immediately following the Effective Date of this Agreement provided the Customer is in compliance with clause 6.2 (“Warranty Period”); and
9.2.2. it will perform all Support Services in accordance with good industry practice using resource with appropriate skills, qualifications and experience.
9.3. The Customer represents and warrants that it and it’s Permitted Users have all rights necessary to submit the AV Files to the Software for transcription and will use reasonable endeavours to ensure that the AV Files submitted do not, and will not, infringe or violate the rights (including Intellectual Property Rights) of any person nor that they will contain any offensive or defamatory content.
9.4. Speechmatics will undertake good industry practice to ensure that it does not introduce any viruses into the Software, however, Speechmatics cannot guarantee that the Software will be free from viruses.
9.5. The warranties under this clause 9 shall not apply to any open-source software which is listed on Speechmatics’ website and forms part of the Software (“Open-Source Software”). The Customer acknowledges that any Open-Source Software is provided “as is”. With respect to the Open-Source Software, all conditions, warranties or other terms which might have effect between the parties or be implied or incorporated into this Agreement or any collateral agreement, whether by statute, common law or otherwise, are hereby excluded, including the implied conditions, warranties or other terms as to satisfactory quality, fitness for purpose or the use of reasonable skill and care.
9.6. Each party warrants to the other Party that it has the power, capacity and authority to enter into the Agreement and has the full and exclusive rights to grant or otherwise permit the use of its trademarks, licences, products and services.
9.7. The Customer represents and warrants that it is the parent undertaking (within the meaning of section 1162 Companies Act 2006) in respect of the Customer Group Companies (if any)
9.8. The warranties in clause 9 shall not extend to any Permitted Users’ use of the Software within an Integrated Product.
10.1. If within the Warranty Period, the Customer notifies Speechmatics in writing of a Defect causing a breach of clause 9.2.1 and such Defect does not result from the Customer, or anyone acting with the authority of the Customer, having: (a) amended the Software or the Integrated Product; or (b) used either outside the terms of the Licence for a purpose or in a context other than the purpose or context for which it was designed; or (c) used either in combination with any other software not provided by Speechmatics, or (d) the Software has not been loaded onto Speechmatics’-specified or suitably configured equipment, Speechmatics may, at its option choose to:
10.1.1. replace or modify the affected part of the Software to make it conform; or
10.1.2. where mutually agreeable, terminate the access to the Software and discontinue the related Support Services and refund the Total Fees paid by the Customer for the affected part of the Software, less a reasonable sum in respect of the Customer’s use up to the date of termination;
10.2. If, during the term of this Agreement, Speechmatics receives written notice from the Customer of any breach by Speechmatics of the warranty contained in clause 9.2.2 Speechmatics shall, at its own option and expense, remedy that breach within a reasonable period following receipt of such notice, or terminate this Agreement immediately on written notice to the Customer and repay to the Customer all sums which the Customer has paid to Speechmatics under this Agreement in relation to the Support Services during the year in which the termination occurs, less a charge for the Support Services performed up to the date of termination. The Customer shall provide all information reasonably necessary to enable Speechmatics to comply with its obligations under this clause 10.2.
10.3. This clause 10 (Remedies) states the entire liability of Speechmatics for a breach of clause 9.2.
11.1. Speechmatics will not knowingly infringe the Intellectual Property Rights of any third party, but should the Software or Support Services become, or in Speechmatics’ opinion be likely to become, the subject of a claim of infringement by a third party of their UK Intellectual Property Rights (an “Infringement Claim”), Speechmatics will defend such Infringement Claim and indemnify the Customer up to a maximum aggregate amount of two million pounds sterling (£2m GBP) against a final award of damages or settlement amount resulting from any such action.
11.2. Where applicable, the provisions of clause 11.1 are subject to and conditioned upon (i) the Customer promptly notifying Speechmatics in writing of any Infringement Claim as soon as the Customer becomes aware of any such claim, (ii) the Customer granting Speechmatics the sole control of the defence of any such Infringement Claim and all related settlement negotiations, and (iii) the Customer cooperating with Speechmatics in such defence and settlement to the extent necessary for Speechmatics to perform its obligations hereunder.
11.3. The provisions of clause 11.1 do not apply with respect to software or portions or components thereof which are: (i) not supplied by Speechmatics; (ii) used in a manner not expressly licensed by Speechmatics under this Agreement; (iii) part of the Customer’s contribution to the Integrated Product or combined with other products, processes or materials where the alleged infringement would not exist but for such combination; (iv) derived from open source software; or (v) where the Customer continues marketing or selling the Software after being notified of a claim or likely claim.
11.4. The Customer will defend any action brought against Speechmatics by a third party to the extent that it is based upon a claim that any element of an Integrated Product: (a) has violated its privacy; and/or (b) has violated its intellectual property rights (other than an Infringement Claim). The Customer will indemnify Speechmatics up to a maximum aggregate amount of two million pounds sterling (£2m GBP) against a final award of damages or settlement amount resulting from any such action including reasonable costs incurred as a result of any such action.
11.5. The provisions of clause 11.4 are subject to and conditional on (i) Speechmatics promptly notifying the Customer in writing of any claim as soon as Speechmatics becomes aware of any such claim, (ii) Speechmatics granting the Customer the sole control of the defence of any such claim and all related settlement negotiations, and (iii) Speechmatics cooperating with the Customer in such defence and settlement.
11.6. This clause 11 (IPR Indemnities) states the entire liability of the parties with respect to infringement of third party Intellectual Property Rights.
12.1. Each party shall have unlimited liability under this Agreement for any loss or damage in respect of:
12.1.1. any deceit, theft, fraud or fraudulent misrepresentation by it or its employees, and in the case of the Customer, by any of the Personnel;
12.1.2. death or personal injury caused by the defaulting Party’s negligence; and
12.1.3. breach of the confidentiality obligations under clauses 13.1, 13.2 or 13.3; and
12.1.4. breach of the authorised Software use and access obligations under clauses 3.2, 3.3 and 3.4.
12.2. Neither party limits or excludes its liability where it is not permitted to do so by applicable law.
12.3. Subject to clauses 12.1 and 12.2, the following types of loss listed are wholly excluded by the parties: loss of profits; loss of sales or business; loss of agreements or contracts; loss of anticipated savings; loss or corruption of data; loss of or damage to goodwill; and indirect or consequential loss.
12.4. Except for the indemnity in clause 11.1 and subject to clauses 12.1, 12.2, and 12.3, the total aggregate liability of Speechmatics in any Contract Year whether in contract, tort (including negligence) or otherwise arising under or in connection with the Agreement or any collateral agreement will not exceed 100% of the Total Fees paid under the Agreement in that Contract Year.
12.5. Except for the indemnity in clause 11.4 or breach by Customer of clause 15 (Export) (which shall remain unlimited) and subject to clauses 12.1, 12.2 and 12.3, the total aggregate liability of the Customer in any Contract Year whether in contract, tort (including negligence) or otherwise arising under or in connection with the Agreement or any collateral agreement will not exceed the greater of two hundred thousand GBP (£200,000) or 100% of the Total Fees paid or payable under the Agreement in that Contract Year.
13.1. Each party undertakes that it shall not at any time disclose to any person any Confidential Information except as permitted by clause 13.2 and will keep the same secure in accordance with best business practice.
13.2. Each party may disclose the other party’s Confidential Information:
13.2.1. to its employees, officers, representatives, or advisers (or those of its Affiliates) who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this Agreement. Each party shall ensure that its employees, officers, representatives or advisers (or those of its Affiliates) to whom it discloses the other party’s Confidential Information comply with this clause 12 as if they were a party to this Agreement; and
13.2.2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority to the extent necessary to comply with such requirement provided that where permitted to do so the party required to make such disclosure promptly notifies and consults with the other party in advance in relation to the timing and content of such disclosure.
13.3. No party shall use any other party’s Confidential Information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Agreement.
13.4. The provisions of this clause 13 shall not apply to any Confidential Information that:
13.4.1. is or becomes generally available to the public through no act, omission, or fault of a party;
13.4.2. was in the other party’s possession at the time of disclosure or receipt and was not acquired, directly or indirectly, under an obligation of confidence;
13.4.3. was, is or becomes available to a receiving party on a non-confidential basis from a person who, to the receiving party’s knowledge is not bound by a confidentiality agreement with the disclosing party or otherwise prohibited from disclosing the information to the receiving party;
13.4.4. the parties agree in writing it is not confidential or may be disclosed; or
13.4.5. is developed by or for a party independently of the information disclosed by the disclosing party.
13.5. Neither party shall make, nor permit any person to make, any public announcement disclosing the particulars of this Agreement or make use of the other party’s name or any information acquired through its dealings with the other party for publicity or marketing purposes without the prior written consent of the other (except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction). Notwithstanding the above, both parties agree to use their reasonable endeavours to engage in co-marketing activities that benefit both parties in relation to the subject matter of this Agreement for the duration of the Term.
14.1. For the purpose of this clause 14, “Data Subject”, “Processor”, “Processing” and “Personal Data” have the meaning set out in the Data Protection Act 2018 implementing the General Data Protection Regulation (EU) 2016/679 (as applicable) and any other applicable laws relating to the protection of personal data and the privacy of individuals (“Data Protection Legislation”) in relation to data that are Processed under this Agreement.
14.2. To the extent that Speechmatics acts as a Processor under this Agreement:
14.2.1. the nature and purpose of the Processing under this Agreement is to enable Speechmatics to provide the Software and Support Services to the Customer; and the type of Personal Data is the content of the AV Files and the Data Subjects are the individuals identified in that content;
14.2.2. Speechmatics will not use any Customer Personal Data and it will remain the Customer’s property; and
14.2.3. the Customer shall comply with its obligations under the Data Protection Legislation and in particular acknowledges that it is responsible for ensuring it has a legal basis for Customer Personal Data to be Processed by Speechmatics under this Agreement.
14.3. Speechmatics shall comply with its obligations under the Data Protection Legislation and shall, in particular:
14.3.1. Process the Customer Personal Data only to the extent necessary for the purpose of providing the Support Services and in accordance with any written instructions from the Customer and this clause 14;
14.3.2. implement and maintain appropriate technical and organisational measures in accordance with the Data Protection Legislation to ensure a level of security appropriate to the risks that are presented by such Processing, in particular from accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to Customer Personal Data, taking into account the state of the art, the costs of implementation, the nature, scope, context and purposes of Processing and the likelihood and severity of risk in relation to the rights and freedoms of the Data Subjects;
14.3.3. ensure that any employees or other persons authorised to Process the Customer Personal Data are subject to appropriate obligations of confidentiality;
14.3.4. not engage any third party (other than an Affiliate) to carry out its Processing obligations under this Agreement without notifying the Customer and procuring by way of a written contract that such third party will, at all times during the engagement, be subject to Processing obligations equivalent to those set out in this clause 14;
14.3.5. as soon as reasonably possible and without undue delay notify the Customer, about any request (including subject access request) or complaint received from Data Subjects without responding to that request (unless authorised to do so by the Customer) and assist the Customer by technical and organisational measures, insofar as possible, for the fulfilment of the Customer’s obligations in respect of such requests and complaints;
14.3.6. notify the Customer without undue delay as soon as it becomes aware of any breach in data security relating to the Customer Personal Data;
14.3.7. maintain appropriate records and information in compliance with Data Protection Legislation and on request by the Customer, make available such records information necessary to demonstrate Speechmatics’ compliance with this clause 14 and otherwise permit, and contribute to, audits carried out by the Customer (or its authorised representative); and
14.3.8. on termination or expiry of this Agreement, destroy or return (as the Customer directs) all Customer Personal Data in its power, possession or control and delete all existing copies of such data except to the extent Speechmatics is required to retain a copy of the Customer Personal Data by law.
14.4. To the extent relevant the Customer hereby consents to Speechmatics transferring the relevant Customer Personal Data (excluding the content uploaded for transcription within the AV Files), outside of the European Economic Area, provided that the following conditions are fulfilled:
14.4.1. the Customer or Speechmatics has provided appropriate safeguards in relation to the transfer;
14.4.2. the Data Subject has enforceable rights and effective legal remedies;
14.4.3. Speechmatics complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Customer Personal Data that is transferred; and
14.4.4. Speechmatics complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the Customer Personal Data.
14.5. Customer warrants that it is solely responsible for the management of sending AV Files to the appropriate instance of the Software (US and EU) to meet data privacy and data protection requirements globally, and that it is the Customers responsibility that data residing from individuals AV files is sent to an instance that is supportive and in line with relevant data protection legislation.
14.6. Speechmatics will provide two isolated instances of the Cloud Services ASR with no overlapping function (other than for support and development access as detailed in Appendix 1) and two separate API URL’s to enable the Customer to have a mechanism to separate the management of sending AV Files as per clause 14.5.
15.1. This Agreement shall begin on the Effective Date and continue for the Initial Term.
15.2. At the end of the Initial Term, the Agreement shall automatically renew for subsequent Renewal Periods, unless either party gives notice to the other to terminate in accordance with clause 15.6.
15.3. Speechmatics may suspend provision of the Services immediately if in its reasonably opinion the Customer is in breach of applicable regulations or legislation or infringes or violates the rights (including Intellectual Property Rights) of any person as set out under clause 9.3 or Speechmatics has been instructed to do so by a court or other competent authority.
15.4. Speechmatics may suspend provision of the Services:
15.4.1. due to an event envisaged by clause 17.10 that renders performance commercially impracticable, including events resulting from actions or inactions of the Customer; or if the Customer has not paid any undisputed Total Fees within 30 days of becoming due for payment pursuant to clause 7; or
15.4.2. due to any scheduled downtime of which the Customer has been notified in advance (and at least 24 hours in advance of such scheduled downtime); or
15.4.3. for Customers of Cloud Services ASR only; due to any emergency downtime or downtime experienced as a result of Speechmatics’ hosting provider.
15.5. Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if:
15.5.1. the other party commits a material breach of any other term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of thirty (30) days after being notified in writing to do so; or
15.5.2. the other party becomes insolvent or suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986.
15.6. Either party may terminate this Agreement with effect from the end of the Initial Term or any Renewal Period by providing not less than 3 months written notice by emailing email@example.com prior to the end of the Initial Term or (if applicable) prior to the end of a Renewal Period.
15.7. On termination of this Agreement for any reason:
15.7.1. all rights granted to the Customer and any activities authorised by Speechmatics under this Agreement shall cease with immediate effect;
15.7.2. if applicable, the Customer will ensure that all copies of the Software in its or its Permitted Users’ possession or control have been deleted, and return all Documentation, and other materials provided by the Speechmatics during the Term to Speechmatics;
15.7.3. the parties shall return (and the Customer shall ensure the Permitted Users return) all Confidential Information to the disclosing party, or if agreed by the disclosing party destroy the Confidential Information, such destruction to be certified in writing; and
15.7.4. the Customer shall immediately pay any sums due to Speechmatics under this Agreement.
15.8. Termination or expiry of this Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry.
15.9. On termination or expiry of this Agreement, the following clauses shall continue in force: clause 1 (Definitions), 8 (Intellectual Property), clause 11 (IPR Indemnities), clause 12 (Limitations on Liability), clause 13 (Confidentiality and Publicity), clause 14 (Data Protection), clause 15 (Export), clauses 15.7 to 15.9 (Termination) and clause 16 (General).
16.1. In performing its obligations under this Agreement, each party shall comply with all applicable laws, statutes, regulations and codes from time to time in force.
16.2. The Customer shall promptly (and in any event within five (5) days of a request from Speechmatics), provide such evidence as Speechmatics may reasonably request to demonstrate to Speechmatics satisfaction that the Customer is of sufficient financial standing to be able to, and to continue to be able to, make all payments as they become due and payable to Speechmatics under the provisions of the Agreement. In the event that Speechmatics is not reasonably satisfied with the evidence provided by the Customer in accordance with this clause 17.2. Speechmatics may give thirty (30) days’ written notice to the Customer to terminate the whole or any part of this Agreement.
16.3. The Customer may not assign this Agreement or any rights under it without the prior written consent of Speechmatics.
16.4. Speechmatics may novate this Agreement as a whole or assign or transfer its rights pursuant to this Agreement in whole or in part to (i) an Affiliate or (ii) any entity or person to whom Speechmatics transfers the whole or part of Speechmatics’ business (and in the latter case, the part of Speechmatics’ business to which this Agreement relates). In the case of a novation, the Customer agrees that the Customer will within fourteen (14) days of a request from Speechmatics enter into a deed of novation on terms Speechmatics reasonably requests to give effect to a novation under this clause 17.4.
16.5. The failure of either party to enforce or to exercise at any time or for any period of time any term of or any right pursuant to this Agreement does not constitute, and shall not be construed as, a waiver of such term or right and shall in no way affect that party’s right later to enforce or to exercise it.
16.6. If any term of this Agreement is found to be illegal, invalid or unenforceable under any applicable law, such term shall, insofar as it is severable from the remaining terms, be deemed omitted from this Agreement and shall in no way affect the legality, validity or enforceability of the remaining terms.
16.7. This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.
16.8. Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
16.9. A person who is not a party to this agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement, but this does not affect any right or remedy of a third party which exists, or is available, apart from that Act.
16.10. Neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement (other than the Customer’s payment obligations) if such delay or failure result from a Force Majeure Event In such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed. If the period of delay or non-performance continues for four (4) weeks, the party not affected may terminate this agreement by giving thirty (30) days’ written notice to the affected party.
16.11. This Agreement contains all the terms agreed between the parties regarding its subject matter and supersedes any prior agreement, understanding or arrangement between the parties, whether oral or in writing, which relates to that subject matter. No representation, undertaking or promise shall be taken to have been given or be implied from anything said or written in negotiations between the parties prior to this Agreement except as expressly stated in this Agreement. Neither party shall have any remedy in respect of any untrue statement made by the other upon which that party relied in entering into this Agreement (unless such untrue statement was made fraudulently) and that party’s only remedies shall be for breach of contract as provided in this Agreement.
16.12. The parties shall, at the requesting party’s reasonable expense, do and execute all such further acts and things as are reasonably required to give full effect to the rights given and the transactions contemplated by this Agreement.
16.13. No variations shall be made to the Services or this Agreement without the prior written consent of both parties. Where any changes are requested, Speechmatics shall be entitled to revise any agreed fees to take into account the consequences of any such proposed change.
16.14. Any notice given to a party under or in connection with this Agreement shall be in writing and shall be sent by email to firstname.lastname@example.org (for Speechmatics) and to the email address specified in the “Customer Contact Details” section of the Order Form (for the Customer). Any notice shall be deemed to have been received, if sent by email, at 9.00 am on the next business day after transmission. This does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
16.15. This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
16.16. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).
1. Speechmatics will provide the support services set out below. Speechmatics has no obligation under this Agreement to provide any service to, or respond to any requests from End Users.
2. The Support Services will include:
a) access to skilled and experienced technical specialists for Defect Correction, bug reporting and technical assistance;
b) the provision of email and telephone support to enable communication between the Customer and Speechmatics’ Support Services team; and
c) the acknowledgement of Support Services requests within the target timescales laid out in this Appendix 1 (“Target Timescales”)
3. Speechmatics will provide the Support Services to the Customer during Business Hours and in accordance with all applicable laws and regulations. The Support Services will be delivered by a UK-based support team and may also be supported by development teams in other countries. Speechmatics support and development teams may access data (including Customer Personal Data) for support or development purposes only. The Customer will inform Speechmatics if the provision of these Support Services (including the transfer of data (including Customer Personal Data) is in breach of applicable laws.
4. The Customer shall promptly notify Speechmatics of any Defect that comes to the Customer’s attention by email to email@example.com (and, upon making such notification, will provide the information reasonably requested by Speechmatics.)
5. In the event that the Customer notifies Speechmatics of a Defect by phone, the Customer shall as soon as practicable thereafter provide written details of such Defect by email to firstname.lastname@example.org and Speechmatics shall confirm receipt via e-mail.
6. Defects must be reproduced by the Customer against the latest version of the Software in isolation before escalating to Speechmatics. Defects will only be logged and reviewed where the following conditions are met:
a) The problem AV Files/Stream is validated as conforming with the input standard detailed in the Software Specification.
b) For Batch Containerised ASR or Batch Virtual Appliance ASR, or Real-time Virtual Appliance ASR Customers,
a. The container or virtual appliance has the resource available as defined in the Software Specification.
b. The original container or virtual appliance has not been modified in any way.
c. The Software version has been provided to Speechmatics
c) The problem file, or access to the Customer’s reproduction environment is made available to Speechmatics
d) All error logs, job submission command syntax and configuration files/examples have been supplied to Speechmatics.
7. Speechmatics will log details of Defects and will categorise each Defect as, “High”, “Medium” or “Low”, in accordance with the “Defect Classification Table” set out in Paragraph 11 below. In the event there is disagreement regarding the severity of any reported Defect, the parties agree to schedule a conference call between at least one senior representative of each party as soon as practical for resolution of the disagreement. Speechmatics’ decision in such circumstances shall be final.
8. Speechmatics will use reasonable endeavours to resolve or repair each logged Defect by providing a Defect Correction in accordance with the Target Timescales.
9. Speechmatics will use reasonable endeavours to keep the Customer regularly updated of its progress in achieving Defect Correction in accordance with Paragraph 8 above. In the event that Speechmatics deems that it may not be able to meet the Target Timescales, Speechmatics shall notify the Customer as soon as reasonably practicable and senior representatives of each of the parties shall discuss any steps that may be taken in order to mitigate any impact that a failure to meet the Target Timescales may have on the Customer’s use of the Software.
10. The Customer shall be responsible for support of End Users and the integration with other system components at all times.
11. Defect Classification and Timescales:
The Defect has minimal impact on the ability of the Software to produce Transcripts; there is a locally identified workaround available.
Severity = Low
Response Time = 3 Business Days
Target Workaround = In a future release in accordance with Paragraph 12 of this Appendix.
The core functionality of the Software to produce transcripts fails repeatedly across a multiple of audio files. There is a locally identified workaround available.
Severity = Medium
Response Time = 1 Business Day
Target Workaround = Reasonable efforts will be made to provide a solution within 5 Business Days that results in the Defect being downgraded from Medium.
The core functionality of the Software to produce transcripts fails repeatedly across a multiple of audio files. There is no locally identified workaround available.
Severity = High
Response Time = 4 Business Hours
Target Workaround = Reasonable efforts will be made to provide a solution within 2 Business Days that results in the Defect being downgraded from High
12. Software fixes
a) Fixes will be triaged by Speechmatics and prioritised for an appropriate future release. Speechmatics’ release schedule operates on a minimum 6 monthly cadence.
b) Where a service is severely impacted maintenance fixes will be provided outside of the standard release schedule where mutually agreed.
13. Speechmatics shall have no obligation to provide the Support Services where Defects arise from:
a) misuse, incorrect use of or damage to the Software from whatever cause (other than any act or omission by Speechmatics).
b) failure to maintain the necessary environmental conditions for use of the Software;
c) use of the Software in combination with any equipment or software not provided by the Speechmatics or not designated by Speechmatics for use with any Integrated Product;
d) having the Software maintained by a third party; or
e) any modifications or alteration to the Software not authorised by Speechmatics resulting in a departure from the Software Specification.
14. Clauses 15, 16, 17, 18 and 19 of this Appendix 1 will only apply to Customers who have purchased Cloud Services ASR.
15. Speechmatics will use reasonable efforts to ensure the Cloud Services ASR is available at least 99.9% per month.
16. The Cloud Services ASR is considered “available” where there are no High Severity Defects (as defined in clause 11 of this Appendix 1).
17. Where the Cloud Services ASR is unavailable, downtime will be calculated from the time that the Customer reports the Cloud Services ASR is unavailable to email@example.com.
18. Downtime due to the Customer’s acts or omissions, inability to follow the guidelines for Cloud (https://smbatchdocs.z6.web.core.windows.net/overview.html#rate-limiting) from Speechmatics, force majeure events, notified scheduled downtime, hackers or virus attacks, emergency maintenance or any circumstance set out in Paragraph 13 above will not be included in any Uptime calculation.
19. Speechmatics reserves the right to make reasonable changes to this method of calculation from time to time.