We are CANTAB RESEARCH LIMITED trading as Speechmatics, a company incorporated and registered in England and Wales with company number 05697423 and whose registered office is at Unit C, Brookmount Court, Kirkwood Road, Cambridge, CB4 2QH (“Speechmatics”).

These Terms of Service together with the Order Form or Subscription Package (as applicable) (“Terms”) are between Speechmatics and you (“You”) and govern Your use of Speechmatics’ Products and Services (defined below).

Your ongoing use of the Products and Services signifies Your acceptance of these Terms, If You do not accept these Terms, You must immediately cease to use the Products and Services.

1. Definitions and interpretation

1.1. The following definitions shall apply in these Terms:

API – the Application Programming Interface made available by Speechmatics to You in order to access the System under these Terms.

Audio Files – the sound recordings which are submitted by You to the System for transcription.

Defect – a fault, failure, deviation, disruption, delay or communication issue in respect of the API and/or the System.

Effective Date – means the date that these Terms come into effect as set out in the Order Form or Subscription Package.

Fees – means the fees payable under the Order Form or Subscription Package (as applicable).

Improvements – any improvement, enhancement, derivative work or other modification.

Intellectual Property Rights – 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) Audio Files (in respect of You) 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.

Maintenance Releases – a software release that corrects faults, adds functionality or otherwise amends or upgrades the API, the Transcription Services, or the System, but which does not constitute a new version of the API, the Transcription Services or the System.

Order Form – means the form detailing the relevant level of subscription and Fees, where You are not paying for Products or Services using the dashboard.

Products – together the API, the System and the Maintenance Releases.

Purpose – means (1) submitting audio and video files for transcription to produce Transcripts; and (2) using the Transcripts for cleaning and correction, word-level text and audio alignment, search, verification, editing and export with or without metadata to You or Your own users.

Returned Data – means any corrected Transcripts including the associated Audio File which are returned by You to Speechmatics for training purposes.

Services – means together the Transcription Services and the Support Services.

Subscription Package – means the package selected by You where You are paying for Speechmatics’ Products and Services online or using the dashboard.

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.

System – The cloud-based multi-lingual speech recognition system owned by Speechmatics and its licensors and used by Speechmatics to provide the Transcription Services via its web-based API.

Term – means the duration of these Terms as set out in the Order Form or Subscription Package.

Transcription Services – means Speechmatics’ cloud-based speech recognition services which convert speech from Audio Files into Transcripts.

Transcripts – the word transcripts produced by the System after submission of the Audio Files.

VAT – value added tax.

1.2. In the case of conflict or ambiguity between any provision contained in these Terms and any provision contained in an Order Form or Subscription Package, the provisions in the Order Form or Subscription Package shall take precedence.

2. Grant

2.1. In consideration of the payment of the Fees, Speechmatics grants to You a non-exclusive, worldwide, non-transferable, revocable, non-sub-licensable limited right and licence during the Term to access and use the Products and receive the Services solely for the Purpose.

3. Permitted Use

3.1. The Purpose shall not extend to 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 API.

3.2. You shall notify Speechmatics as soon as You become aware of any unauthorised use of the System, the API or the Transcription Services.

3.3. You shall not and shall not permit or facilitate any third party to, in whole or in part, copy, adapt, reverse engineer, decompile, disassemble, modify, adapt or make error corrections to the System or API for any purpose, except as permitted by applicable laws.

3.4. You shall not use the Products to create, train, or improve (directly or indirectly) a similar or competing product or service.

3.5. At Speechmatics’ sole discretion and prior written consent, You may assist Speechmatics with improving its Products and Services. The nature of such assistance will be detailed by the parties in writing and any such Improvements will be subject to clause 5.

4. Payment of Fees

4.1. In consideration of the licence granted under these Terms You shall pay Speechmatics the Fees as set out in the Order Form or under the Subscription Package.

4.2. Where You have chosen to pay Fees on a monthly basis, invoices are submitted by Speechmatics monthly within ten (10) days of the end of each calendar month, commencing on the Effective Date of any Order Form or Subscription Package. The invoice shall set out the details of the Fees relating to the Services provided during the preceding calendar month. Payment of the Fees by You must be made within thirty (30) days from the date of the invoice and You shall not be entitled to set-off or withhold payment of any amount due to Speechmatics.

4.3. Where You have chosen to make a one-off payment of Fees, payment must be made within thirty (30) days of the Effective Date.

4.4. You shall inform Speechmatics in writing within five (5) days of the date of the invoice of any Fees that may be disputed, setting out the details of the dispute. In such event, the parties will use their good faith efforts to resolve such dispute as soon as possible.

4.5. If You fail to make any payment due to Speechmatics under these Terms, Speechmatics may 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, accruing daily.

4.6. Speechmatics may, with no less than thirty (30) days’ notice, increase the Fees on the anniversary of the Effective Date.

5. Intellectual Property

5.1. All Intellectual Property Rights belonging to a party prior to entering into these Terms shall remain vested in that party and nothing under these Terms will operate to assign or transfer the Intellectual Property Rights in that party’s products or services to the other party.

5.2. You acknowledge and agree that under these Terms You only acquire a limited licence to access and use the System via the API , and Speechmatics and its licensors own and retain all legal and beneficial right, title, and interest in and to the API, the System and all Intellectual Property Rights embodied therein (including all copyright and trade secret rights in the API), anywhere in the world, and You acknowledge that You neither own nor acquire any right in or to the API or the System other than the right to use them in accordance with these Terms.

5.3. In the event You assist Speechmatics with improving or developing the System, the API or the Transcription Services (or any other products or services of Speechmatics), You acknowledge and agree that, in consideration of the provision of the Services, any such Improvements and any Intellectual Property Rights in them shall be owned by Speechmatics and the Intellectual Property Rights in such Improvements are hereby assigned by You to Speechmatics. 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. Such requests for assignments or documentation must not be unreasonably withheld or delayed.

5.4. You grant Speechmatics a non-exclusive, irrevocable, royalty-free, worldwide, perpetual licence to use the Audio Files (and any data therein) submitted by You to the System for transcription, and any and all Returned Data for training and data modelling purposes and to improve or enhance the Transcription Services, the API or the System.

6. Warranties

6.1. Except as expressly stated in these Terms, neither party makes any representations or warranties pertaining to these Terms and all other conditions (whether they are oral, written, express or implied or arise in contract, tort, statute or otherwise) pertaining to these Terms or any collateral contract (including, without limitation, any implied warranties of satisfactory quality, 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 applicable law.

6.2. Speechmatics warrants that, to the best of its knowledge and belief, Your access to and use of the Products and Services does not infringe the Intellectual Property Rights of third parties.

6.3. Speechmatics does not warrant or guarantee that the API, the System or Transcription Services will meet all of Your requirements or that Customer will always be able to access and use the System via the API or the Transcriptions Services without Defects.

6.4. You represent and warrant that You have all rights necessary to submit the Audio Files to the System for transcription and such Audio Files do not, and will not, infringe or violate the rights (including Intellectual Property Rights) of any person.

6.5. Speechmatics will provide access to and use of the API and Transcription Services (in accordance with these Terms) for all uploaded Audio Files. Speechmatics reserves the right to reject such Audio Files if, in its sole opinion, it deems that the recording quality is substantially degraded or impaired.

6.6. Each party represents and warrants to the other party that it has the power, capacity and authority to agree to these Terms and has the full and exclusive rights to grant or otherwise permit the use of its trade marks, licences, products and services.

7. Remedies

7.1. Should the System, the API or Transcription Services come, or in Speechmatics’ opinion be likely to become, the subject of a claim of infringement by a third party (an “Infringement Claim”), Speechmatics may, at its option and expense choose to:

7.1.1. procure the rights necessary for You to make continued use of the affected part of the System, the API or Transcription Services (as applicable) in accordance with these Terms;

7.1.2. replace or modify the affected part of the System, the API or Transcription Services (as applicable) to make it non-infringing; or

7.1.3. terminate the access to the API and discontinue the related Support Services and/or Transcription Services, and refund the Fees paid by You for access to Speechmatics’ API to the affected part of the System, the API or Transcription Services (as applicable), less a reasonable sum in respect of Your use up to the date of termination.

7.2. The remedies in clause 7.1 are conditional on You:

7.2.1. promptly giving Speechmatics written notice of any such Infringement Claim, specifying the nature of the Infringement Claim in reasonable detail;

7.2.2. not making any admission of liability, agreement or compromise in relation to the Infringement Claim without the prior written consent of Speechmatics;

7.2.3. allowing Speechmatics sole control over the defence of such Infringement Claim and related settlement negotiations, and to take such action as Speechmatics determines in its sole discretion is required in order to avoid, dispute, compromise or defend the Infringement Claim;

7.2.4. giving Speechmatics and its professional advisers access at reasonable times (on reasonable prior notice) to its premises and its officers, directors, employees, agents, representatives or advisers, and to any relevant assets, accounts, documents and records within the power or control of You, so as to enable Speechmatics and its professional advisers to examine them and to take copies for the purpose of assessing the Infringement Claim; and

7.2.5. reasonably cooperating in response to Speechmatics’ requests for assistance.

7.3. Clause 7.1 shall not apply where the Infringement Claim in question arises from or is attributable to Your:

7.3.1.use of the System, the API or the Transcription Services (or any part thereof) other than in accordance with these Terms; or

7.3.2. combination or aggregation of the System or the API with any third-party product or system, and that Infringement Claim would not have arisen but for such combination.

8. Limitations of Liability

8.1. Neither party limits or excludes its liability under these Terms:

8.1.1. in respect of any deceit, theft, fraud or fraudulent misrepresentation by it or its employees, and in the case of You, by any of Your own personnel;

8.1.2. for death or personal injury caused by the defaulting party’s negligence; or

8.1.3. to the extent such limitation or exclusion is not permitted by applicable law.

8.2. Subject to clause 8.1, 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 of use or corruption of software, Audio Files, data or information; loss of or damage to goodwill; and indirect or consequential loss.

8.3. Subject to clauses 8.1 and 8.2, the total liability of each party, whether in contract or tort (including negligence) and whether under or in connection with these Terms or any collateral agreement shall in no circumstances exceed the lesser of:

8.3.1. the Fees paid or payable under the Order Form or Subscription Package in the twelve months immediately prior to the claim; or

8.3.2. £50,000.

8.4. Subject to clause 8.1, each party agrees that, in agreeing to the Order Form or Subscription Package and these Terms, either it did not rely on any representations (whether written or oral) of any kind or of any person other than those expressly set out in these Terms, or (if it did rely on any representations, whether written or oral, not expressly set out in these Terms) that it shall have no remedy in respect of such representations and (in either case) the party making the representation shall have no liability in any circumstances otherwise than in accordance with these Terms.

9. Confidentiality and Publicity

9.1. Each party shall keep confidential all, and shall not use for its own purposes (other than implementation of this licence) nor without the prior written consent of the other, disclose to any third party (except its professional advisors or as may be required by any law or any legal or regulatory authority) information of a confidential nature (including Your Audio Files, any trade secrets and information of commercial value) which may become known and which relates to the other or any of its affiliates, unless that information is public knowledge or already known to the relevant party at the time of disclosure, or subsequently becomes public knowledge other than by breach of these Terms, or subsequently comes lawfully into the possession of such party from a third party. You and Speechmatics shall each use its reasonable endeavours to prevent the unauthorised disclosure of any such information.

9.2. You may not use any proprietary information protected under these Terms, or confidential information provided by Speechmatics under these Terms to create any software, products or services which compete with, or are substantially similar to that of, the System, the API or Transcription Services nor use such proprietary information or confidential information in any manner which would be restricted by any copyright subsisting in it.

9.3. For the avoidance of doubt, drawings, specifications, documents, design materials, user guides and other data relating to the Products are confidential to Speechmatics and You must comply with clause 1 in respect of such information.

9.4. You agree that Speechmatics may refer to You as a customer on its website and in its promotional material.

9.5. Each party will ensure that each of its employees, agents and contractors will comply with the provisions contained within this clause 9.

10. Data Protection

10.1. For the purpose of this clause 10, “Data Subject”, “Processor”, “Processing” and “Personal Data” have the meaning set out in the Data Protection Act 1998, or, from the date it comes into force in the UK, the General Data Protection Regulation (EU) 2016/679 (as applicable) and any other laws relating to the protection of personal data and the privacy of individuals (“Data Protection Legislation”) in relation to data that are Processed under these Terms.

10.2. The parties acknowledge that Speechmatics is a Processor acting on behalf of You and that, for the purposes of these Terms the nature/purpose of the Processing is to enable Customer to provide the licence to the Products and Services for the Term.

10.3. You hereby consent to Speechmatics transferring the relevant Personal Data outside of the European Economic Area, provided that the following conditions are fulfilled:

10.3.1. You or Speechmatics has provided appropriate safeguards in relation to the transfer;

10.3.2. the Data Subject has enforceable rights and effective legal remedies;

10.3.3. Speechmatics complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and

10.3.4. Speechmatics complies with reasonable instructions notified to it in advance by You with respect to the processing of the Personal Data.

10.4. Speechmatics shall comply with its obligations under the Data Protection Legislation and shall, in particular:

10.4.1. Process the Personal Data only to the extent necessary for the purpose of providing the Services and in accordance with any written instructions from You and this clause 10;

10.4.2. 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 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;

10.4.3. ensure that any employees or other persons authorised to Process the Personal Data are subject to appropriate obligations of confidentiality;

10.4.4. not engage any third party to carry out its Processing obligations under these Terms without notifying You 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 10;

10.4.5. as soon as reasonably possible and without undue delay notify You, about any request (including subject access request) or complaint received from Data Subjects without responding to that request (unless authorised to do so by You) and assist You by technical and organisational measures, insofar as possible, for the fulfilment of Your obligations in respect of such requests and complaints;

10.4.6. notify You without undue delay as soon as it becomes aware of any breach in data security;

10.4.7. maintain appropriate records and information in compliance with Data Protection Legislation and on request by You, make available such records information necessary to demonstrate Speechmatics’ compliance with this clause 10 and otherwise permit, and contribute to, audits carried out by You (or its authorised representative); and

10.4.8. on termination or expiry of Your use of the Services, destroy or return (as You direct) all 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 Personal Data by law.

11. Export

11.1. Neither party shall export, directly or indirectly, any technical data acquired from the other party 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.

11.2. Each party undertakes:

11.2.1. contractually to oblige any third party to whom it discloses or transfers any such data or products to make an undertaking to it in similar terms to the one set out above; and

11.2.2. if requested, to provide the other party with any reasonable assistance, at the reasonable cost of the other party, to enable it 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.

12. Suspension and Termination

12.1. Speechmatics may suspend provision of the Products or Services if any of the following occurs (“Mitigating Events”):

12.1.1. an event or events outside of Speechmatics’ reasonable control (including those envisaged by clause 8) that rendered performance commercially impracticable, including events resulting from actions or inactions of You;

12.1.2. there is a dispute with regards to any portion of the Fees, pursuant to clause 4;

12.1.3. any scheduled downtime of which You have been notified in advance (and at least 24 hours in advance of such scheduled downtime); or

12.1.4. any emergency downtime or downtime experienced as a result of Speechmatics’ host provider.

12.2. Without affecting any other right or remedy available to it, either party may terminate these Terms with immediate effect by giving written notice to the other party if:

12.2.1. the other party commits a material breach of any of these Terms, which 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

12.2.2. 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.

12.3. 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 the Order Form or Subscription Package shall remain in full force and effect.

12.4. On termination for any reason:

12.4.1. all rights granted to You (including the licence granted under clause 2) and any activities authorised by Speechmatics under these Terms shall cease;

12.4.2. all confidential information shall be returned to the disclosing party or if agreed by the disclosing party, destroyed, such destruction to be certified in writing; and

12.4.3. You shall immediately pay any sums due to Speechmatics under these Terms.

12.5. 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 these Terms which existed at or before the date of termination or expiry.

13. General

13.1. You may not assign or sub-contract any rights under these Terms without the prior written consent of Speechmatics.

13.2. 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 these Terms 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.

13.3. 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.

13.4. If any of these Terms are 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 these Terms and shall in no way affect the legality, validity or enforceability of the remaining terms.

13.5. These Terms 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

13.6. Nothing under these Terms 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.

13.7. 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 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.

13.8. Neither party shall be in breach of these Terms nor liable for delay in performing, or failure to perform, any of its obligations under these Terms if such delay or failure result from events, circumstances or causes beyond its reasonable control. 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 these Terms by giving thirty (30) days’ written notice to the affected party.

13.9. These Terms contain 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. 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 entering into these Terms except as expressly stated in these Terms. Neither party shall have any remedy in respect of any untrue statement made by the other upon which that party relied in entering into these Terms (unless such untrue statement was made fraudulently) and that party’s only remedies shall be for breach of contract as provided in these Terms.

13.10. 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 these Terms.

13.11. Any notice given to a party under these Terms shall be sent by email to info@speechmatics.com (for Speechmatics) and to the email address You provide to us on registration or as stated in the Order Form, for You. 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.

13.12. These Terms 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.

13.13. 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).