1. Cantab Research Limited (trading as “Speechmatics”)
- Cantab Research Limited, a company incorporated in England and Wales (Company Number: 05697423) with its registered address at Unit C, Brookmount Court, Kirkwood Road, Cambridge, CB4 2QH (hereinafter also referred to as “Speechmatics“, “we” and “us“) is pleased to provide this website at www.speechmatics.com (the “Website“) and the Services (as defined below) described in these terms and conditions (“Terms“) for your use, in accordance with the Terms. Please contact us with any queries at: email@example.com. Our VAT number is GB925 6060 30.
- Speechmatics is a Cambridge based company which specialises in the development and provision of automatic speech recognition and auxiliary services.
- The following Terms together with the Privacy Statement (“Privacy Statement“) govern your use of our Website and our Services. By using our Website and/or Services, you accept these Terms in full. Speechmatics may change these Terms or the Privacy Statement at any time by updating this page or the page at which the Privacy Statement is located (except where we are required to seek your agreement or consent by law). You should visit these Terms and the Privacy Statement each time you visit the Website to review the current Terms to which you must abide. We are serious about reading and considering all feedback we receive. If you have any questions, concerns, or comments regarding these Terms, please contact us.
- These Terms and the Privacy Statement are effective upon the date of you using our Services and are between you (hereinafter “you” or the “User“) and Speechmatics (each are referred to herein as “Party” and are collectively referred to herein as the “Parties“). Our other visitors or customers of the Website, the Services and/or the System are hereinafter defined as “Users“.
- If you are using the Website or the Services on behalf of an organisation, you agree to these Terms on behalf of that organisation and you confirm to us that you have the authority to do so (in which case the references to “you” and “your” in these Terms will also refer to that organisation).
- Capitalised terms in these Terms shall mean the following:
- Services: means one or more of the following products and services, the Services are made available in different languages from time to time and each language means a separate product for one or more the products and services listed in 2.1.a (1) – (5):
- automated transcription, indexing and search, collaboration application; and/or
- automatic speech recognition and transcription of audio and video data files that you submit to us via the System or via a URL; and/or
- related services such as speaker diarisation, punctuation, timing alignments of text and audio data files, the lattice output, and confidence intervals; and/or
- capturing audio files from URLs and/or
- other speech technology related services that we may develop from time to time.
- System: means our cloud-based speech recognition system made available via our Website.
- System API: means the application program interface of the System.
3. About these terms
- By using this Website and/or the Services you are deemed to have accepted these Terms and the Privacy Statement, which will bind you and your organisation. If you do not accept these Terms and the Privacy Statement, you should not, and are not permitted to, use the Website or the Services.
- These Terms consist of our “General Terms” and the terms in Appendix A (which are specific to Users who use our Services). All of these Terms will apply if you using our Services, but if you are using only our Website (and not our Services) then Appendix A will not apply to you. Reference to clauses in these Terms are to clauses of the General Terms of these Terms and references to paragraphs are to paragraphs of Appendix A of these Terms.
- In addition to these Terms, specific terms and conditions may apply to certain content, products, materials, Services or information contained on or available through this Website or transactions concluded through this Website. Where specific terms apply, Speechmatics will notify you about them at the time of downloading or access. Such specific terms may be in addition to the Terms or, where inconsistent with these Terms, such specific terms will supersede these Terms only to the extent that the content or intent of such specific terms is inconsistent with these Terms. If you do not agree with the additional terms and conditions, please do not download or use the relevant Services.
4. Access and permitted use
- Access to and use of the Website, the System, the System API and the Services offered on the Website (including but not limited to the automatic transcription process, other online software applications, tutorial and demo downloads, product information downloads and FAQs) are provided and permitted on a temporary basis and are subject to these Terms.
- Subject to your compliance with these Terms, we hereby grant you a non-exclusive, limited, personal, non-transferable, non-sub-licensable, revocable licence to use our Website and any software applications included in the Website (excluding the System and the System API, which are subject to the licence at paragraph 2.2 of Appendix A below) (the “Software“) for the purposes made available on the Website only. You must not copy, translate, adapt, alter, modify, distribute, decompile or reverse engineer the Website or the Software in whole or in part for any purpose, create any derivative works based upon them, permit them to be combined with any other software, provide access to them or use them to provide services to third parties, except to the extent that we are required to permit such acts by applicable law. You may not use the Software, other than as specified in these Terms, without our prior written consent.
- You may use the Website and the information and material therein to view, print pages from the Website, download for caching purposes or personal reference, or use in relation to the products or Services you acquire from Speechmatics only and on a non-exclusive basis, provided that:
- you must not republish material from this Website (including republication on another Website), or reproduce or store material from this Website in any public or private electronic retrieval system;
- you must not reproduce, duplicate, copy, sell, resell, visit, or otherwise exploit our Website or material on our Website for a commercial purpose, without our express written consent; and
- you must not use any photographs, graphics, video or audio sequences separately from any accompanying text.
- All copyright and other proprietary notices shall be retained on all reproductions or other uses of such materials and information.
- Speechmatics does not guarantee the availability of the Website or any of the Services offered on the Website. Speechmatics reserves the right to revise, change, modify, delete or suspend the content of any part of the Website and/or any of the Services it provides on the Website without notice at any time in its sole discretion. Speechmatics does not accept any responsibility or liability for any interruption or discontinuance of any or all functionalities of the Website or Services for any reason. Speechmatics is under no obligation to update any information contained on the Website. Speechmatics reserves the right, at its sole discretion, to terminate access to all or part of the Website or the Services with or without notice.
5. Intellectual property rights
- All copyright, patent, utility models, design right, trade mark rights, database rights, rights to preserve the confidentiality of information, rights to inventions 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 (“Intellectual Property Rights“) in the Website, the System, the System API and any other products that Speechmatics may make available to you pursuant to these Terms shall remain vested in Speechmatics and its licensors and nothing in these Terms will operate to assign or transfer the Intellectual Property Rights in the Website, the System, the System API or such products to you.
- You acknowledge and agree that by these Terms you acquire only a limited licence to access and use the Website and the System via the System API on the terms set forth in clause 4 and paragraph 2 of Appendix A, and Speechmatics and its licensors own and retain all legal and beneficial right, title, and interest in and to the Website, the System API, the System and all Intellectual Property Rights embodied therein (including all copyright and trade secret rights in the System API), anywhere in the world, and you acknowledge that you neither own nor acquire any right in or to the Website, the System API or the System other than the right to use them in accordance with clause 4 and paragraph 2 of Appendix A.
- You hereby grant Speechmatics a non-exclusive, irrevocable, royalty-free, worldwide, perpetual licence to use the audio files you submit to the System in order to provide you with the Services and for product development purposes.
- In the event that you assist Speechmatics with improving or developing the Website, the System, the System API or the Services (or any other products or services of Speechmatics), you acknowledge and agree that any such improvements, enhancements, or derivative work (“Improvements“) shall be the intellectual property of Speechmatics and the Intellectual Property Rights in such Improvements shall belong to, and vest in, Speechmatics automatically on creation. You shall, if requested by Speechmatics, enter into such assignments or other formal documentation as may be necessary or desirable to record or effect the vesting of the ownership of such Improvements in Speechmatics.
- You represent and warrant that you have all rights necessary to submit any audio files to the System for transcription and such audio files do not, and will not, infringe or violate the rights of any person.
- Subject to the licences granted in clause 4 and paragraph 2 of Appendix A, all rights not expressly granted herein are reserved.
- You represent and warrant to us that you have the power, capacity and authority to enter into these Terms and you have the full and exclusive rights to grant or otherwise permit the use of the audio files you submit for transcription.
- You warrant that any information, images, comment or data of any nature you submit to the Website, by email or otherwise, is not defamatory or offensive, untrue, racially offensive or an incitement to racial hatred or otherwise in breach of an individual’s right to privacy or human rights or actionable in law in any jurisdiction. In the event that you do submit such material on the Website, Speechmatics reserves the right to remove it without reference to you and co-operate with any investigation by the authorities or court order relating to it, any and all consequences that may directly or indirectly follow will be entirely your responsibility not the responsibility of Speechmatics. You agree to indemnify and hold Speechmatics harmless from any action or consequences that may arise in such circumstances, including any claims by third parties.
- You warrant that you will not:
- access or use the Website other than as specified in these terms without our prior written consent (including, without limitation, by using any robot, spider, scraper or any other automated means);
- use or access the Website from territories in which such use or access is not permitted by applicable law; or
- use or access the Website in any manner which could, in our sole discretion:
- damage, disable, impair or overburden the Website; or
- impair or interfere with our ability to provide the Services, the Website to other Users.
- You further warrant that any data of any third party provided by you, whether by sending messages to our email addresses, filling in any forms, using any online chat service or otherwise, is provided by you with the full informed consent of the relevant party and is accurate. Speechmatics shall have the right to disclose your identity to any third party who is claiming that any information or material provided, posted or uploaded by you to the Website constitutes a violation of their Intellectual Property Rights or of their right to privacy without liability to you.
7. Export control laws
- You shall not export, directly or indirectly, any technical data acquired from Speechmatics under these Terms (or any products, including software, incorporating any such data) in breach of any applicable laws or regulations (“Export Control Laws“), including United States export laws and regulations, to any country for which the government or any agency thereof at the time of export requires an export licence or other governmental approval without first obtaining such licence or approval.
- You undertake:
- contractually to oblige any third party to whom you disclose or transfer any such data or products to make an undertaking to you in similar terms to the one set out above; and
- if requested, to provide Speechmatics with any reasonable assistance, at your reasonable cost, to enable Speechmatics to perform any activity required by any competent government or agency in any relevant jurisdiction for the purpose of compliance with any Export Control Laws.
- You shall not unilaterally disclose or publicise (including by way of advertising, marketing or promotion) Speechmatics as being your service provider for the Services or the relationship between the Parties under these Terms or any other relationship, agreement or arrangement relating to that relationship or these Terms without the prior express written approval of Speechmatics, 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.
- You hereby consent to Speechmatics being permitted to disclose or publicise Speechmatics as being your service provider for the Services, and be permitted to disclose and/or publicise the relationship between the Parties.
- This section is important and you should read it carefully. You shall (and where you are using the Website and/or our Services on behalf of your organisation, your company shall) at all times, whether during or after termination or expiry of these Terms, indemnify, and keep Speechmatics indemnified, against all losses, liability damages, costs (including all legal costs) and expenses (collectively, “Losses“) suffered by, incurred by or awarded against Speechmatics howsoever caused, arising out of or in relation to:
- any misuse or misappropriation by you of the Intellectual Property Rights in the Website, the applications on our Website, the System or the System API;
- any and all audio files that you submit to us for transcription (including, without limitation, claims for copyright infringement, defamation, invasion of privacy, or violation of any applicable data protection laws);
- breach by you of clause 13 (Data Protection);
- breach by you of paragraph 5 of Appendix A (Confidentiality);
- any threatened or actual claim against Speechmatics for third party Intellectual Property Rights infringement or misappropriation arising out of, or in relation to, any audio files or other materials that you submit to us pursuant to the Services and/or these Terms; and
- any breach by you of applicable law or the provisions of these Terms, whether such misuse or breach was negligent, wilful or otherwise, other than where such claims arise from your permitted use of the Website, the Services, the System and the System API in accordance with these Terms.
10. Limitations of liability
- This section is important and you should read it carefully.
- Speechmatics makes no representations or warranties regarding the Website, the System, the System API or the Services or any other matter pertaining to these Terms and all other conditions (whether they are oral, written, express or implied or arise in contract, tort, statute or otherwise) regarding the Website, the System, the System API or the Services or any other matter pertaining to the Agreement or any collateral contract (including, without limitation, any implied warranties of merchantability, fitness for a particular purpose, use of reasonable skill and care, or non-infringement, or warranties otherwise implied by statute or from a course of dealing or usage of trade) are excluded to the maximum extent permitted by law. This does not affect your statutory rights if you are a consumer.
- The Website (and its contents), the System, the System API and the Services are provided “as is” and on an “as available” basis. Speechmatics hereby expressly disclaims any representations or warranties of any kind, express or implied, including, without limitation, warranties of merchantability, fitness for any particular purpose, non-infringement, or as to the operation of this Website and its content, the System, the System API and the Services. Speechmatics does not warrant or make any representations as to the security of this Website, the System, the System API or the Services. You acknowledge any information sent may be intercepted. Speechmatics does not warrant that the Website, the System, the System API or the Services (or the servers which make them available) or electronic communications sent by Speechmatics are free from viruses or any other harmful elements.
- Speechmatics does not warrant or guarantee that the Website, the System API, the System or Services will meet all of your requirements or you will always be able to access and use the Website, the Services or the System via the System API without disruptions, delays or communication-related defects (“Service Interruptions“).
- In no event shall Speechmatics be liable for any losses or damages which may be suffered by you (or any person claiming under or through you) arising out of, or in connection with, these Terms, or the use of, or inability to use, this Website, the Services, the System or the System API whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories:
- special damage even if we were aware of the circumstances in which such special damage could arise;
- loss of profits;
- loss of anticipated savings;
- loss of business opportunity or other business loss;
- loss of goodwill;
- loss or corruption of data, provided that this clause 10.5 shall not prevent claims for reasonably foreseeable direct financial loss that are caused by our failure to comply with these Terms and are not excluded by any of categories 10.5(a)to (f) inclusive of this clause 10.5.
- Subject to clause 10.1 and 10.7, the total liability of Speechmatics to you, whether in contract, warranty, tort (including negligence) product liability, any other form of liability or otherwise and whether in connection with any Services you receive and these Terms or any collateral agreement, arising out of these Terms (including the use or inability to use the System, the System API or the Services) shall in no circumstances exceed the Fees (as defined below) you have paid for the Services you have ordered pursuant to these Terms in the 12 month period immediately prior to your claim. Speechmatics shall have no liability to you in respect of your use of any Research Languages made available by the Language Lab and they are provided to you purely for evaluation purposes and on an “as is” basis.
- Nothing in these Terms shall exclude or limit our liability for fraud, for death or personal injury caused by our negligence, or for any other liability, which cannot be excluded or limited under applicable law.
11. Links to this website
- You may not create a link to any page of this Website without our prior written consent. If you do create a link to a page of this Website you do so at your own risk and the exclusions and limitations set out in these Terms will apply to the Users using this Website by linking to it.
12. Links to other sites
- From time to time the Website may include links to other third party websites that are not under the control of Speechmatics (“Linked Sites“). Linked Sites are purely for your convenience and are not intended to signify that Speechmatics endorses the Linked Sites and/or their content, makes any express or implied warranties in relation to Linked Sites, or is in any way affiliated with the Linked Sites. Speechmatics has no responsibility for the content of the Linked Sites and you agree and acknowledge that Speechmatics is not responsible or liable for any consequences of you accessing or using Linked Sites. It is your responsibility to check the terms and conditions of any Linked Site you may visit. Linked Sites provided by the Website or resources are not investigated, verified, monitored, or endorsed by Speechmatics and are used at your own risk.
13. Data protection
- Speechmatics processes information about Users of the Website and information received from such Users of the Services in accordance with the Privacy Statement. By using the Website and our Services, you consent to such processing and you warrant that all User data that you provide is accurate.
14. Restricted access
- Access to certain areas of our Website is restricted. We reserve the right to restrict access to areas of our Website, or indeed our whole Website, at our discretion.
- If we provide you with a User ID and password to enable you to access restricted areas of our Website or other content or Services, you must ensure that your User ID and password is kept confidential. You accept responsibility for all activities that occur under your User ID or password.
- We may disable your User ID and password at our sole discretion, if you breach any of the policies or Terms governing your use of our Website or any other contractual obligation you owe to us.
- Speechmatics may terminate these Terms and the Services, and revoke your access to this Website, the System and/or the System API immediately on written notice to you (which includes email) at any time if:
- you breach any of these Terms; or
- you, being an individual, become bankrupt or make a composition or arrangement with your creditors or, being incorporated:
- go into liquidation or have an administrator appointed;
- become insolvent (including without limitation being unable to pay its debts within the meaning of section 123 Insolvency Act 1986 (as amended from time to time) or make a composition or arrangement with its creditors; or
- have an administrative receiver or a receiver appointed over all or any part of its assets or undertaking; or
- cease to carry on business; or
- anything analogous to any of the events in sub-clauses (1) to (5) inclusive occurs in relation to that Party under the law of any jurisdiction in relation to which the User is subject; or
- if there is a change of Control in your organisation, where “Control” has the meaning as defined in section 1124 of the Corporation Tax Act 2010; or
- fail to make a payment of any sums under these Terms in full by the payment due date; or
- we consider that you are infringing the Intellectual Property Rights of third parties; or
- you decompile, disassemble, or reverse engineer any of the System or the System API (or carries out any act otherwise restricted by copyright or the Intellectual Property Rights in the System or the System API) without prior written authorisation by Speechmatics.
- Credits for our Services are purchased by our customers in advance and we do not offer refunds for unused or unwanted credits unless we have breached these Terms. If you believe this to be the case, please contact us at firstname.lastname@example.org.
- Any provision of these Terms that expressly, or by implication, is intended to come into, or continue in, force on or after termination or expiry of these Terms shall remain in full force and effect.
- Termination or expiry of these Terms 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.
- On termination for any reason:
- all rights and licences granted to you under these Terms shall cease;
- you shall cease all activities authorised by the licences granted under these Terms;
- you shall immediately destroy or return to Speechmatics (at Speechmatics’ option) all copies of Confidential Information (as defined below) then in your possession, custody or control and, in the case of destruction, certify to Speechmatics that you have done so; and
- any unused credits which you have purchased will expire and will be non-refundable.
- Any provision of these Terms which expressly, or by implication, is intended to come into, or continue in, force on or after termination of these Terms (including clauses 5, 6, 9, 10, 15, clauses 16 to 26 inclusive and paragraph 5 of Appendix A) shall remain in full force and effect.
- No failure or delay by a Party to exercise any right or remedy provided under these Terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
- Except as expressly provided in these Terms, the rights and remedies provided under these Terms are in addition to, and not exclusive of, any rights or remedies provided by law.
18. Dispute resolution
- In the event of a dispute which arises in whole or in part from these Terms (including any question as to its existence, validity or termination) or any transaction conducted as a result of or arising out of this Agreement (the “Dispute“), full details of the Dispute (including the remedy sought) (“Dispute Notice“) must be set out in writing and served upon the other Party with any documents relied upon. Any Party receiving a Dispute Notice must, within 14 days of service of it, serve a written reply (the “Reply“) on the serving Party. A senior representative of each of the Parties with authority to settle the Dispute must, within 14 days of service of the Reply, meet in good faith to attempt to resolve the Dispute.
- If the Parties are unable to resolve the Dispute in the manner set out in clause 18.1, either Party may request, by service of a notice in writing, that the matter be referred to mediation. The mediator, if not appointed by agreement between the Parties within 14 days of the written notice suggesting mediation, shall be nominated by the Centre For Effective Dispute Resolution. All negotiations and/or mediation connected with the Dispute shall be conducted in strict confidence and without prejudice to the rights of the Parties in future legal proceedings. Any settlement reached by the Parties shall be put in writing and become binding on the Parties once signed by a duly authorised representative of each Party.
- Without prejudice to any other rights or remedies of the Parties under these Terms, each of the Parties acknowledges and agrees that damages would not be an adequate remedy for any breach by the defaulting Party of the other Party’s rights under clause 5 or paragraph 5 of Appendix A of these Terms and a Party shall be entitled to seek the remedies of injunction, specific performance and other equitable relief for any threatened or actual breach of any such provisions by the defaulting Party, and no proof of special damages shall be necessary for the enforcement of the rights under these Terms.
- You may not assign, transfer, charge, subcontract or deal in any other manner with all or any of your rights or obligations under these Terms, without our prior written consent.
- We may at any time assign, transfer, charge, subcontract, or deal in any other manner with all or any of our rights under these Terms, and we may subcontract or delegate in any manner any or all of its obligations under these Terms to any third party or agent.
20. Entire agreements
- These Terms, the Privacy Statement and the documents referred to in the Terms and Privacy Statement contain the whole agreement between the Parties relating to the subject matter hereof and supersede all prior agreements, arrangements and understandings between the Parties relating to that subject matter.
- Each Party acknowledges that, in entering into these Terms, the Privacy Statement and any documents referred to in or annexed to it, it does not rely on any Privacy Statement, representation, assurance or warranty (whether it was made negligently or innocently) of any person (whether a Party to these Terms or not) (“Representation“) other than as expressly set out in these Terms, the Privacy Statement or the documents referred to in the Terms.
- Each Party agrees that the only rights and remedies available to it arising out of or in connection with a Representation shall be for breach of contract as expressly provided in these Terms.
- Nothing in this clause shall limit or exclude any liability for fraud.
21. Updates and changes to these terms
- We may amend our update our Website, the System and the Services from time to time. If the need arises, we may suspend access to our Website, System or Services, or close any of them indefinitely. Any of the material on our Website may be out of date at any given time, and we are under no obligation to update such material.
- Speechmatics may revise these Terms from time to time; the most current version will always be at this link on our Website. If the revision, in Speechmatics’ sole discretion, is material or requires your consent or agreement, Speechmatics will notify you via an e-mail to the email associated with your account. By continuing to access the Website, the System or the Services after those revisions become effective, you agree to be bound by the revised Terms.
- If any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to, or deletion of, a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of these Terms.
- If any provision or part-provision of these Terms is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
23. Third party rights
- A person who is not a Party to these Terms shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms, but this does not affect any right or remedy of a third party which exists, or is available, apart from that Act.
24. No partnership or agency
- Nothing in these Terms is intended to, or shall be deemed to, establish any partnership or joint venture between any of 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.
- Each Party confirms it is acting on its own behalf and not for the benefit of any other person.
25. Force Majeure
- Sometimes the Services may be impacted by events beyond our reasonable control, known as “Force Majeure” events. “Force Majeure” means anything outside of our reasonable control, including, but not limited to, acts of God, fire, storm, flood, earthquake, explosion, accident, acts of the public enemy, war, rebellion, sabotage, epidemic, labour dispute, power shortage, network failure, server crashes, deletion, corruption, loss or removal of data, including, without limitation, where you cease to be entitled to access the Internet or cease to have access to the Internet, for whatever reason, any act or omission (including laws, regulations, disapprovals or failures to approve) of any government or government agency.
- If Speechmatics is wholly or partially precluded from complying with its obligations under these Terms by Force Majeure, then Speechmatics’ obligation to perform in accordance with these Terms will be suspended for the duration of the period of Force Majeure.
26. Jurisdiction and disputes
- These Terms and any dispute or claim arising out of, or in connection with, 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.
- 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, these Terms or its subject matter or formation (including non-contractual disputes or claims).
27. Contacting us
- Please do not hesitate to contact us at email@example.com regarding any matter relating to these Terms or the Privacy Statement.
1. When these terms apply
- The terms of this Appendix A apply to our Services.
2. Services and licenses
- Subject to, and conditioned upon, your compliance with these Terms, and in consideration of the Fees to be paid by you for any of the Services you order, Speechmatics shall, if ordered by you in accordance with these Terms, provide one or more of the Services to you via the System.
- Speechmatics hereby grants you a non-exclusive, worldwide, non-transferable, non-sub-licensable limited right and licence to access the System via the System API in order to enable you to receive the Services you have ordered in accordance with these Terms (for example, to upload and submit audio data files for processing via the System and download the resulting transcripts from the System) (the “Purpose“).
- You shall not:
- copy, translate, adapt, alter, modify, distribute, decompile, disassemble, reverse engineer or make error corrections to System, the System API or the Services, in whole or in part for any purpose, create any derivative works based upon them, permit them to be combined with any other software, provide access to them or use them to provide services to third parties, except to the extent that we are required to permit this by applicable law;
- permit or facilitate any third party to commit any of the actions prohibited by clause 2.3(a) above;
- access or use the Services, the System or the System API other than as specified in these terms without our prior written consent;
- if you are reasonably considered to be employed, contracted or related to a competitor, use the output of our Service to provide comparison metrics with that or other competitors services
- use any information provided by Speechmatics (whether pursuant to these Terms or otherwise) to create any software, products or services whose expression is substantially similar to that of the System or the System API nor use such information in any manner which would be restricted by any copyright subsisting in it;
- use or access the System, the System API or the Services from territories in which such use or access is not permitted by applicable law; or
- use or access the Services, the System or the System API in any manner which could, in our sole discretion:
- damage, disable, impair or overburden them; or
- impair or interfere with our ability to provide the Services, the System or the System API to other Users
- use these Services to create, train, or improve (directly or indirectly) a similar or competing product or service
- You are only permitted to access and use the System, the System API and the Services for the Purpose. You shall not use the System, the System API or Services for any other uses, purposes or applications without the prior written approval of Speechmatics. You shall not resell or permit any third party to access the System API.
- You shall:
- notify us as soon as you become aware of any use of the System, the System API or the Services which is not authorised by these Terms; and
- pay for any such unauthorised use an amount equal to the Fees (as defined below) which Speechmatics would have levied (in accordance with its normal commercial terms then current) had it licensed any such unauthorised use on the date when such use commenced (the “Due Date”), together with interest at the rate of 3% per year above the base lending rate of the Bank of England from time to time, accruing daily from the Due Date until the date of payment.
- You agree to pay Speechmatics fees for the Services (the “Fees”) as displayed on our Website from time to time. Our current price list can be viewed on the accounts page of our Website. We also provide services at higher volumes than are listed on the price list – if the service you would like us to provide is not listed, please contact us at firstname.lastname@example.org for further information.
- All sums payable under these Terms shall be made in pounds sterling and are exclusive of local sales taxes (including, without limitation, VAT).
- You can use a third party payment processor to process payments for the Fees. Prior to making such payments you will be prompted to agree to be bound by the payment processors terms of service and which you will be able to view prior to completing a transaction
- You can also pay by bank transfer if agreed with us. Please contact email@example.com to discuss this. Invoices issued by Speechmatics shall be paid by you within fourteen (14) days of the date of invoice unless otherwise agreed in writing by us. If you fail to make any payment due to Speechmatics under these Terms by the due date for payment, then, without limiting Speechmatics’ remedies under these Terms, Speechmatics shall be entitled 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. You shall pay the interest together with the overdue amount.
- You 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. In the event of a dispute over an invoice, you must set forth in writing to Speechmatics the reason and details giving rise to the dispute. In such event, the Parties will use their good faith efforts to resolve such dispute as soon as possible and act in accordance with clause 18.
- In these Terms, “Confidential Information” means all and any information, whether written, oral, in electronic format or otherwise, in relation to a Party and concerning the existence of these Terms or the discussions between the Parties, including (without limitation):
- any marketing strategies, plans, financial information, or projections, operations, sales estimates, business plans and performance results relating to the past, present or future business activities of such Party, its affiliates (defined as, in relation to either Party, each and any subsidiary or holding company of that Party and each and any subsidiary of a holding company of that Party), subsidiaries and affiliated companies;
- plans for products or services, and customer or supplier lists;
- any scientific or technical information, invention, design, process, procedure, formula, improvement, technology or method;
- any concepts, reports, data, know-how, works-in-progress, designs, development tools, specifications, computer software, source code, object code, flow charts, databases, inventions, information and trade secrets; and
- any other information that should reasonably be regarded as confidential information or commercially sensitive, which is made available by the Disclosing Party to the Receiving Party (each as defined below) in connection with these Terms, and whether before or after these Terms came into effect.
- In consideration of the Parties making Confidential Information available to each other, each Party undertakes to the other Party to treat and keep all Confidential Information, which is supplied by either Party (“the Disclosing Party“) to the other Party (“the Receiving Party“) as secret and confidential.
- All obligations accruing under this this clause 5 shall survive expiry or termination (for whatever reason) of these Terms for 10 years.
- The Receiving Party shall:
- not use the Confidential Information for any purpose other than those specified or anticipated under these Terms;
- not directly or indirectly disclose Confidential Information in whole or in part to any person not being a Party or employed by a Party (“Third Party“) (or allow Confidential Information to be so disclosed);
- only disclose Confidential Information to such of their employees on a need to know basis for the purposes of performing the Parties’ obligations under these Terms;
- notify these obligations to any employees who receive any Confidential Information and procure that any such employees comply with the terms of these Terms as if they were a party to it, and remain responsible for the actions of its employees in relation to any Confidential Information;
- ensure proper and secure storage of all Confidential Information and any copies thereof to a reasonable standard and to at least the same standard as the Receiving Party keeps its own Confidential Information;
- not make any copies or reproduce in any form any Confidential Information except for the purpose of disclosure or use as permitted in accordance with these Terms, or reasonable backups (any such copies being subject to the provisions of these Terms to the same extent as the original), unless with the express prior written consent of the Disclosing Party;
- keep a written record (to be supplied to the Disclosing Party upon request) of the Confidential Information received and any copies made thereof and, so far as is reasonably practicable, of the location of such Confidential Information and any copies thereof; and
- within seven (7) days of a written request of the Disclosing Party:
- destroy or return to the Disclosing Party all documents and materials (and any copies) containing, reflecting, incorporating, or based on the Disclosing Party’s Confidential Information;
- erase all the Disclosing Party’s Confidential Information from its computer systems or which is stored in electronic form (to the extent possible); and
- certify in writing to the Disclosing Party that it has complied with the requirements of this clause 16.3(h), provided that a Receiving Party may retain documents and materials containing, reflecting, incorporating, or based on the Disclosing Party’s Confidential Information to the extent required by law or any applicable governmental or regulatory authority and to the extent reasonable to permit the Receiving Party to keep evidence that it has performed its obligations under these Terms. The provisions of these Terms shall continue to apply to any documents and materials retained by the Receiving Party.
- The Receiving Party may:
- disclose the Confidential Information to professional advisers such as lawyers, accountants and insurers (subject to receiving from such professional advisers undertakings as to confidentiality in terms equivalent to those set out herein in relation to such Confidential Information) with a view to obtaining advice relating to or in connection with these Terms; and
- disclose such Confidential Information as it may be required to disclose by law or regulation or upon order or demand of any regulatory or judicial or arbitral body.
- The restrictions in clause 5.4 and 5.5 shall not apply to information which is:
- in or enters the public domain otherwise than as a direct or indirect result of the Confidential Information being disclosed in breach of these Terms; or
- lawfully known to the Receiving Party free of restriction (as can be demonstrated by the Receiving Party by its written records or other reasonable evidence) before the supply of the information from the other Party (“the Disclosure“); or
- discovered by the Receiving Party independently of the Disclosing Party and the Disclosure; or
- disclosed by a Third Party who was lawfully entitled to do so; or
- required to be disclosed by law or governmental regulation or upon order or demand of any regulatory or judicial or arbitral body.
- The Disclosing Party warrants and represents to the Receiving Party that, so far as it is aware, it has the right to distribute the Confidential Information to the Receiving Party in the format it provides it.
- Except in the case of fraudulent misrepresentation and subject to clause 5.7 above, all Confidential Information is provided on an “as is” basis and the Disclosing Party accepts no responsibility for, nor makes any representation or warranty, express or implied, with respect to, the accuracy, reliability or completeness of any Confidential Information made available to the Receiving Party.