Terms of Service
Effective 7 May 2019
Thanks for using (or thinking about using) our products and services (“Services”).
This Customer Agreement, together with any related technical documentation (collectively, the “Agreement”) is entered into by and between Just: Access Limited, incorporated and registered in England and Wales with company number 10053270 whose registered office is at 48b St Lukes Road, London, W11 1DH (“We/Us”) and You (“Customer”).
By using our Services, you are agreeing to the terms in this Agreement, so please read them carefully.
1. DEFINITIONS
Defined terms used in this Agreement with initial letters capitalised have the meanings given below:
“Audio Files” means the audio files uploaded by the Customer to the Transcription Services for transcription.
“Customer Personal Data” means all personal data (as defined in the Data Protection Legislation) contained in: (a) the Audio Files; and (b) the Work Product.
“Data Protection Legislation” means the UK Data Protection Act 2018 and the General Data Protection Regulation (2016/679) as amended or replaced in the UK from time to time.
“End User” means any individual that accesses or uses the Transcription Services under the Customer’s account.
“Fees” means the amounts invoiced to the Customer by Us for the Transcription Services.
“Transcription Services” means the transcription services offered by Us and purchased by the Customer.
“Work Product” means the text files produced by Us using the Audio Files.
2. PROVISION OF THE TRANSCRIPTION SERVICES
We will provide the Transcription Services to the Customer in accordance with the terms of this Agreement.
3. USE OF THE TRANSCRIPTION SERVICES
Services. The Customer agrees that it is solely responsible for determining whether the Transcription Services are appropriate for its needs. The Customer acknowledges that there may be errors in the transcription of the Audio Files and to the maximum extent permitted by law We will not be liable for any inaccuracies or errors in the Work Product.
Instructions. The Customer will use the Transcription Services in accordance with all instructions, operating procedures, and documentation provided by Us from time to time.
Customer Account. Log-in credentials issued to the Customer by Us are for the Customer’s internal use only and the Customer may not sell, transfer or sub-license them to any other entity or person, unless otherwise stated. The Customer will ensure that the Customer Personnel do not share log-in credentials or attempt to gain any unauthorised access to the Transcription Services or our systems. The Customer will be responsible for all use of and access to the Transcription Services on our systems made using its log-in credentials.
End Users. The Customer will ensure that all use of the Transcription Services by its End Users complies with this Agreement.
4. PAYMENT
Fees. The Customer will pay all Fees for the Transcription Services. All payments due are in pounds sterling unless otherwise indicated and are exclusive of value added tax, which shall be added to our invoice(s) at the appropriate rate.
Invoices. Payments for invoices are due within thirty days from the invoice date unless otherwise stated on the invoice.
5. INTELLECTUAL PROPERTY
Licence to use Transcription Services. We own all rights, title and interest in and to the Transcription Services, including all intellectual property rights therein. Subject always to Section 5.2, We grant the Customer a worldwide, non-exclusive, revocable, limited licence to access and use the Transcription Services solely for the purposes of obtaining transcriptions during the term of this Agreement.
Licence restrictions. The Customer will not, and will ensure that End Users and third parties do not: (a) sub-license, transfer, distribute, publicly perform or display, or otherwise share or make accessible the Transcription Services to any third party; (b) copy, modify, create a derivative work of, reverse engineer, decompile, translate, disassemble, or otherwise attempt to extract any or all of the source code of the Transcription Services; or (c) sell, resell, lease, or the functional equivalent, the Transcription Services to a third party (in each case, unless expressly authorised in this Agreement).
Work Product. Subject to Section 5.6, the Customer shall own all rights, title and interest in the Work Product.
Feedback. If the Customer elects to provide any comments, suggestions, bug reports or feedback regarding the Transcription Services (collectively, “Feedback”) to Us, We will be entitled to use the Feedback without restriction and the Customer hereby irrevocably assigns to Us all rights, title and interest in and to that Feedback (including all intellectual property rights therein).
Third Party Components. Third party components (which may include open source software) of the Transcription Services may be subject to separate licence terms. To the extent a third party licence conflicts or is inconsistent with this Agreement, that third party licence governs the Customer’s use of that third party component.
Licence to Audio Files and Work Product. Subject to the limitations identified in this Agreement, the Customer hereby grants to Us a perpetual, worldwide, non-exclusive, irrevocable licence to use the Audio Files and the Work Product to: (a) provide the Transcription Services and perform its other obligations under this Agreement; and (b) improve the Transcription Services.
Retained Rights. Subject to the licence rights granted in this Agreement, as between the parties, the Customer retains all rights in the Audio Files and Work Product and We retain all rights in the Transcription Services and Feedback. Except for the express licences granted in this Agreement, no other licences are granted herein by implication, estoppel or otherwise.
6. DATA PROTECTION
Definitions. In this Section 6, the terms “process”, “data controller”, “data processor” and “data subject” shall have the meanings set out in the Data Protection Legislation.
Compliance with Law. The parties shall each comply with their respective obligations under the Data Protection Legislation as regards the Customer Personal Data. The parties agree that the Customer shall be the data controller and We shall be a data processor of any Customer Personal Data. The Customer warrants that its instructions to Us in respect of the Customer Personal Data are lawful.
Processor Obligations. We shall:
only process Customer Personal Data in accordance with the Customer’s documented instructions and the terms of this Agreement, including with regard to transfers, unless required to do otherwise by applicable UK law. In which event, We shall inform the Customer of the legal requirement before processing the Customer Personal Data other than in accordance with the Customer’s instructions, unless legally prohibited from doing so on important grounds of public interest;
ensure that its personnel are subject to appropriate obligations of confidentiality;
under no circumstances attempt to identify any of the data subjects of the Customer Personal Data;
taking into account the nature of the Transcription Services, provide reasonable assistance to the Customer, insofar as this is possible, for the fulfilment of the Customer’s obligations under the Data Protection Legislation in respect of data security; data breach notification; data protection impact assessments; prior consultation with supervisory authorities; and the fulfilment of data subject’s rights; and
upon termination of this Agreement, upon the Customer’s request, return or delete the Customer Personal Data, and delete any existing copies in its possession unless required to retain such Customer Personal Data under applicable UK law.
Sub-processors. The Customer consents to Us engaging subcontractors to process the Customer Personal Data on its behalf (“Sub-processors”). We shall ensure Sub-processors are subject to contractual obligations which provide the same standard of protection to those imposed on Us under this Agreement. We shall inform the Client of any intended changes concerning the addition or replacement of any Sub-processor within a reasonable time prior to implementation of such change. In the event of the Client objecting to such change, We shall make reasonable efforts to address the Client’s concerns (including making reasonable efforts to find an alternative Sub-processor). We shall be responsible for the performance of its Sub-processors.
Data Transfers. The Customer acknowledges and agrees that Customer Personal Data may be processed by Sub-processors outside the UK and/or the European Economic Area in order to carry out the Transcription Services and our other obligations under this Agreement. We shall implement a data transfer solution to ensure any such transfers are subject to appropriate safeguards.
Security.We shall use appropriate technical and organisational measures to protect Customer Personal Data stored with our infrastructure against unauthorised and unlawful processing and against accidental loss, destruction, disclosure, damage or alteration.
Audits and Inspections. Upon written request, We shall make available to the Customer such information as is reasonably necessary to demonstrate our compliance with our obligations under this clause 6. In addition, We agree to permit an audit to be conducted of its processing, by the Customer or the Customer’s representatives (bound by appropriate obligations of confidentiality), provided such an audit is carried out: (a) in manner that causes minimal disruption to our business; (b) excludes from its scope any information relating to other customers of our or other internal reports; and (c) at the Customer’s own cost.
Security Breach. We shall notify Customer without undue delay of any accidental, unauthorised, or unlawful destruction, loss, alteration, or disclosure of, or access to, Customer Personal Data (“Security Breach“). We shall provide Customer with reasonable assistance in relation to the Security Breach, including the provision of such information as is known to Us regarding the nature of the breach, the categories and approximate number of data subjects and records concerned.
Description of Processing. The Customer Personal Data processing activities carried out by Us under this Agreement may be described as follows:
Subject matter: The provision of the Transcription Services.
Duration: The term of the Agreement.
Nature and purpose: To enable Us to transcribe the Audio Files for the Customer.
Data categories: Information contained in the Audio Files, which may include information relating to legal proceedings and the participants therein.
Data subjects: Individuals who participated in, or were discussed in, the legal proceedings.
7. CONFIDENTIALITY
Definitions. “Confidential Information” means information that is declared confidential under the terms of this Agreement and any information that one party discloses to the other party under this Agreement to the extent the information is marked as confidential or would normally be considered confidential information under the circumstances. It does not include information that is independently developed by the recipient, is rightfully given to the recipient by a third party without confidentiality obligations or becomes public through no fault of the recipient. The Transcription Services and all information relating to them are our Confidential Information. The Audio Files and Work Product are the Customer’s Confidential Information.
Confidentiality Obligations. The recipient will apply a level of security to the discloser’s Confidential Information no less stringent than it applies to its own Confidential Information. The recipient shall be permitted to disclose the discloser’s Confidential Information: (a) to its employees, agents, subcontractors (“Personnel”), or professional advisors who have a need to know and an obligation to keep it confidential; or (b) as expressly authorised under this Agreement. The recipient will use the Confidential Information only to exercise rights and fulfil obligations under this Agreement. The recipient may disclose Confidential Information when legally compelled by a court or other government authority. To the extent permitted by law, the recipient will promptly provide the discloser with sufficient notice of all available details of the legal requirement and (at the discloser’s cost) reasonably co-operate with the discloser’s efforts to challenge the disclosure, seek an appropriate protective order or pursue such other legal action, as the discloser may deem appropriate.
No Rights. Except for the limited rights specifically granted by this Agreement, neither party acquires any right, title or interest in or to the other party’s Confidential Information.
Publicity. In connection with the Customer’s use of the Transcription Services: (a) the Customer may state publicly that it is a our customer; and (b) We may state publicly that the Customer is our customer and use the Customer’s name and/or logo in our online or offline promotional materials.
8. WARRANTIES
Mutual Warranties. Each party represents and warrants to the other that: (a) it has full power and authority to enter into and perform this Agreement; (b) the execution and delivery of this Agreement has been duly authorised; (c) it will comply with all applicable laws, rules and regulations in the performance of this Agreement (and, in the case of the Customer, the use of the Transcription Services); and (d) its performance hereunder does not breach any other agreement to which it is bound.
Warranty Disclaimer. Except as expressly provided for in this Agreement, to the maximum extent permitted by applicable law: (a) disclaims any and all warranties with respect to the Transcription Services, whether express or implied, including any implied warranties of merchantability, fitness for a particular purpose and non-infringement and any warranties that could arise out of course of dealing or usage of trade; (b) We are not responsible, in any manner whatsoever, for any third-party hardware, software, services or other tools provided to or used by customer in connection with the Transcription Services; and (c) We do not warrant that access to the Transcription Services will be uninterrupted or error-free.
9. LIMITATIONS OF LIABILITY
Exclusions. Neither party will have any liability arising out of or relating to this Agreement for: (a) the other party’s lost profits or revenues; (b) indirect, special, incidental or consequential losses; or (c) exemplary or punitive damages, in each case whether or not foreseeable or contemplated by the parties at the Effective Date.
Damages Cap. Each party’s total aggregate liability arising out of or relating to this Agreement will not exceed the amount equivalent to the total Fees paid by the Customer under this Agreement. “Liability” means any liability, whether under contract, tort or otherwise, including for negligence.
Unlimited liabilities. Notwithstanding the above, nothing in this Agreement excludes or limits either party’s liability for: (a) death or personal injury resulting from its negligence or the negligence of its personnel; (b) fraud or fraudulent misrepresentation; (c) payment obligations arising under Section 3; or (d) matters for which liability cannot be excluded or limited under applicable law.
10. SUSPENSION
We may immediately suspend all or part of the Customer’s use of the Transcription Services if: (a) We reasonably believe the Customer’s or any of its End Users’ use of the Transcription Services could adversely impact the Transcription Services, other customers’ or their end users’ use of the Transcription Services, or our network or servers used to provide the Transcription Services; (b) there is suspected unauthorised third-party access to the Transcription Services; (c) We reasonably believe it is required to do so in order to comply with applicable law; or (d) the Customer is in breach of Section 5.2. We will lift any such suspension when the circumstances giving rise to the suspension have been resolved to its satisfaction. At the Customer’s request, unless prohibited by applicable law, We will notify the Customer of the basis for the suspension as soon as is reasonably possible.
11. TERM AND TERMINATION
Term. This Agreement will begin on the Effective Date and continue until terminated.
Termination. Either party may terminate this Agreement with [20] days’ written notice to the other party without cause. Either party may terminate this Agreement immediately upon written notice to the other party in the event that the other party: (a) is in material breach of this Agreement and fails to cure that breach within [30] days after receipt of written notice; or (b) the other party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within [90] days.
Effect of Termination. Upon termination, the Customer will immediately cease using the Transcription Services. The Customer must instruct Us with respect to the return or destruction of the Audio Files and the Work Product within 90 days of the effective date of termination. Upon termination, the Customer will remain responsible for all Fees that the Customer has incurred through to the effective date of termination.
Survival. Notwithstanding expiration or termination of this Agreement, any provisions of this Agreement that by their nature are intended to survive, will survive expiration or termination, including without limitation provisions relating to intellectual property, confidentiality, warranties and limitations of liability.
12. GENERAL
Non-Exclusive Relationship. This Agreement will not prevent either party or its Affiliates from acquiring or developing products or services that are competitive to those of the other party. Each party may pursue activities independently with any third party, even if similar to the activities under this Agreement.
Notices. All notices of termination or breach must be in English and be in writing. Notice can be by email and will be treated as given on receipt, as verified by written or automated receipt or by electronic log (as applicable). Any legal notices, if sent to Us, must be sent to the User’s email address provided in the Audio File upload form. All other notices must be in English, in writing, and may be addressed to the other party’s primary contact.
Assignment. Neither party may assign or transfer its rights or obligations under this Agreement without the written consent of the other party.
Force Majeure. Neither party will be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control.
No Waiver. Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under this Agreement.
No Agency. This Agreement does not create any agency, partnership or joint venture between the parties.
No Third-Party Beneficiaries. This Agreement does not confer any benefits on any third party and it is not intended that any third party should have the right to enforce any term of this Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999.
Entire Agreement. This Agreement, including the Appendices, and any other attachments, exhibits, addenda, referenced Service Descriptions or amendments executed by both parties with reference to this Agreement, together constitute the parties’ entire understanding and agreement relating to its subject, and supersedes and cancels any prior or contemporaneous agreements on the same subject. In entering into this Agreement, neither party has relied on, and neither party will have any right or remedy based on, any statement, representation, or warranty (whether made negligently or innocently), except those expressly stated in this Agreement.
Amendments. Any amendment must be in writing, signed by both parties, and expressly state that it is amending this Agreement.
Severability. If any term (or part of a term) of this Agreement is invalid, illegal or unenforceable, the rest of this Agreement will remain in effect.
Governing Law and Jurisdiction. This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales, and the parties submit to the exclusive jurisdiction of the English courts.
More Information
We use third-party software to deliver our Services.
AMAZON TRANSCRIBE
More information about this Service can be found at https://aws.amazon.com/transcribe/
We use Amazon Transcribe (“AWS Transcribe”) to process speech into text.
AWS Transcribe is GDPR complaint. See more here https://aws.amazon.com/compliance/gdpr-center/
AWS Transcribe does not use any data improve its service. The opt out process has been completed for our Service.
AWS Transcribe is not acceptable for SECRET or TOP SECRET information.
