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 and Conditions together with the Order Form or Subscription Package (as applicable) (“Terms”) are between Speechmatics and you (“You” or “Your”) 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 to the Agreement:

Agreement: the Order Form and these Terms and Conditions constitute the agreement between the parties.

API: the Application Programming Interface made available by Speechmatics to You in order to access the System under the terms and conditions of the Agreement.

AV Files: the sound and/or video recordings which are submitted by You to the System for transcription.

Business Hours: 9am to 5pm UK time, Monday to Friday.

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

Defect Correction: the correction or resolution of a Defect.

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) AV 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 containing a Defect Correction or addressing other 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.

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

Returned Data: means any corrected Transcripts including the associated AV File which are returned to You.

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

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.

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

Transcripts: the word transcripts produced by the System after submission of the AV Files.

VAT: value added tax.

1.2. In the case of conflict or ambiguity between any provision contained in the Terms and Conditions and any provision contained in the Order Form, the provisions in the Order Form 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 Permitted Use (as set out in the Order Form).

3. Permitted Use

3.1. The Permitted Use 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 it becomes aware of any unauthorised use of the Products 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 Products for any purpose, except as permitted by applicable laws.

3.4. You shall not use the Products or Services 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 the Agreement, You shall pay Speechmatics the Fees as set out in the Order Form.

4.2. Invoices are submitted by Speechmatics on a monthly basis within ten (10) days of the end of each calendar month, commencing on the Effective Date and 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. 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.

4.4. All sums payable under the Agreement shall be made in pounds sterling (unless specified otherwise in the Order Form) and are exclusive of VAT or any relevant local sales taxes, for which You shall be responsible.

4.5. If You fail to make any payment due to Speechmatics under the Agreement, 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 on a daily basis.

4.6. Speechmatics may increase the Fees on each anniversary of the Effective Date subject to prior discussion with You.

5. Intellectual Property

5.1. All Intellectual Property Rights belonging to a party prior to the execution of the Agreement shall remain vested in that party and nothing in the Agreement 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 by the Agreement You acquire only a limited licence to access and use the System via the API on the terms set forth in the Agreement, 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 the terms of the Agreement.

5.3. In the event of You assisting 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. All Intellectual Property Rights in the AV Files, Transcripts and the Returned data shall belong to You.

5.5. You grant Speechmatics a non-exclusive, irrevocable, royalty-free, worldwide, perpetual licence to use:

5.5.1. the AV Files (and any data therein) submitted by You to Speechmatics for transcription;

5.5.2. the Transcripts; and

5.5.3. any and all Returned Data

solely for internal training and data modelling purposes and to improve or enhance the performance of the Transcription Services, the API or the System.

6. Warranties

6.1. Except as expressly stated in the Agreement, neither party makes any representations or warranties pertaining to the Agreement and all other conditions (whether they are oral, written, express or implied or arise in contract, tort, statute or otherwise) pertaining to the Agreement 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 UK Intellectual Property Rights of third parties.

6.3. Speechmatics does not warrant or guarantee that the Products 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 AV Files to the System for transcription and such AV 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 the terms of the 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.

6.6. Each party warrants 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 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 of their UK Intellectual Property Rights (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 the Agreement;

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 Products or the Services (or any part thereof) other than in accordance with the terms of the Agreement; or

7.3.2. combination or aggregation of the Products 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 the Agreement:

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 1, the following types of loss listed in 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, AV Files, data or information; loss of or damage to goodwill; and indirect or consequential loss.

8.3. Subject to clauses 1 and 8.2, the total liability of each party, whether in contract or tort (including negligence) and whether under or in connection with the Agreement or any collateral agreement shall in no circumstances exceed the lesser of:

8.3.1. the Fees paid or payable under the Agreement in the twelve months immediately prior to the claim; or

8.3.2. £100,000.

8.4. Subject to clause 1, each party agrees that, in entering into the Agreement, 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 the Agreement, or (if it did rely on any representations, whether written or oral, not expressly set out in the Agreement) 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 the express terms of the Agreement.

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 AV 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 the Agreement, 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 the Agreement, or confidential information provided by Speechmatics under the Agreement 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. Except as expressly set out in the Order Form, neither party shall make, nor permit any person to make, any public announcement disclosing the particulars of the 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. 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 2018, implementing 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 the Agreement.

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

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 the Agreement 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 the Agreement, 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 the Agreement (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 3;

12.1.3. any scheduled downtime of which You have been notified in advance (and at least 48 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 the Agreement with immediate effect by giving written notice to the other party if:

12.2.1. the other party commits a material breach of any other term of the 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

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 the Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Agreement 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 1) and any activities authorised by Speechmatics under the Agreement 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 the Agreement.

12.5. Termination or expiry of the 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.

13. Fair Use Policy

13.1. You must not use the Products and Services for any use other than as set out in the Agreement and must not exceed the usage rates agreed in the Order Form.

13.2. You must not use the Products or Services fraudulently, in connection with a criminal offence, in breach of any law or statutory duty, to make a call or send a message or to take pictures or video or send, upload, download, use or re-use any material, which is offensive, abusive, indecent, defamatory, obscene or menacing, a nuisance (including to our staff) or a hoax in breach of any rights or anyone’s privacy or is otherwise unlawful.

13.3. You are prohibited from uploading any AV Files:

13.3.1. that are threatening, defamatory, obscene, indecent, seditious, offensive, pornographic, abusive, liable to incite racial hatred, discriminatory, menacing, scandalous, inflammatory, blasphemous, in breach of confidence, in breach of privacy or which may cause annoyance or inconvenience; or

13.3.2. for which You have not obtained all necessary licences and/or approvals; or

13.3.3. which constitute or encourage conduct that would be considered a criminal offence, give rise to civil liability, or otherwise be contrary to the law of or infringe the rights of any third party, in any country in the world; or

13.3.4. which are technically harmful (including, without limitation, computer viruses, logic bombs, Trojan horses, worms, harmful components, corrupted data or other malicious software or harmful data); or

13.3.5. which contain or disclose another person’s Personal Data without his or her written consent.

14. General

14.1. You may not assign or sub-contract the Agreement or any rights under it without the prior written consent of Speechmatics.

14.2. 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 the 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.

14.3. Except as expressly provided in the Agreement, the rights and remedies provided under the Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

14.4. If any term of the 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 the Agreement and shall in no way affect the legality, validity or enforceability of the remaining terms.

14.5. The 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

14.6. Nothing in the 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.

14.7. A person who is not a party to the Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Agreement, but this does not affect any right or remedy of a third party which exists, or is available, apart from that Act.

14.8. Neither party shall be in breach of the Agreement nor liable for delay in performing, or failure to perform, any of its obligations under the Agreement 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 the Agreement by giving thirty (30) days’ written notice to the affected party.

14.9. The 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. 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 the Agreement except as expressly stated in the 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 the Agreement (unless such untrue statement was made fraudulently) and that party’s only remedies shall be for breach of contract as provided in the Agreement.

14.10. 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 the Agreement.

14.11. No variations shall be made to the Services or the 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.

14.12. Any notice given to a party under the Agreement shall be sent by email to contracts@speechmatics.com (for Speechmatics) and to the email address 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.

14.13. The 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.

14.14. 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 the Agreement or its subject matter or formation (including non-contractual disputes or claims).

14.15. You may have the option to use the Online Dispute Resolution (ODR) platform which is accessible here – http://ec.europa.eu/consumers/odr/index_en.htm.