Vocoll Terms of Service
Effective: 1 August 2015
Your subscription to our Services is subject to these Terms and Conditions and the documents we refer to (as updated by us from time to time) which form a legally binding contract between you and us (the "Agreement"). You should read this Agreement carefully in full before accessing or using our Services. You indicate that you agree to all the terms of this Agreement from the earliest date you tick a box or click on a button (or something similar) to signify your acceptance, or you access or use any of the Services.
As this is a subscription Agreement, we may update it at any time. The most recent version of this Agreement can be accessed on the Legal Pages of our Website. We will make reasonable efforts to communicate any changes to you via a notification in the Services or by sending an email to your user address, but it is up to you to ensure that you regularly check, read, understand and agree to the most recent version of this Agreement as you will be deemed to accept all updates if you continue to access and use the Services.
In this Agreement, these words have the following meanings:
- "Authorised Users"—your employees, agents, contractors and advisers that are permitted to access the Services and you assume responsibility for;
- "Business Day"—any day which is not a Saturday, Sunday or Public Holiday in England for customers based in the United Kingdom or Ireland for customer based in the Republic of Ireland;
- "Confidential Information"—information that is proprietary or confidential and is either clearly labelled as such or identified as confidential information in clause 15 including without limitation Customer Data;
- "Customer Data"—the data inputed by you (or for and on your behalf by your Customer Administrator or Authorised Users) into the Product;
- "Customer Administrator"—the individual designated as the customer administrator as part of the Product sign-up who manages your use of the Services;
- "Data Protection Laws"—the UK Data Protection Act 1998;
- "Documentation"—the documentation and information made available to you by us (for example our invoices, information on our Website, technical and user guides including guidance as to minimum system requirements) or a Vocoll Partner from time to time which describe the Services, Service Plans, payment and user instructions, but excluding marketing literature;
- "Effective Date" - the date your instance of the Online Solution is deployed in the Portal by your Vocoll Partner;
- "Fair Usage Policy"—the fair Usage policy made available to you by us or a Vocoll Partner from time to time;
- "Group"—in relation to a company, that company, any subsidiary or holding company from time to time of that company and any subsidiary from time to time of a holding company of that company;
- "Group Company"—in relation to a company any member of its Group;
- "Initial Subscription Term"—12 calendar months from the Effective Date;
- "Vocoll Apps"—the component Product software known as Vocoll, Vocoll Chat, Vocoll Live Support, Vocoll Forms, Vocoll Knowledge Base (or such other Vocoll Apps as we may provide from time to time), which you may subscribe for as more particularly described in the Documentation;
- "personal data", "data processor", "data controller"—have the meanings as set out in the Data Protection Act 1998;
- "Price List"—our list of prices to be paid in relation to each of the Vocoll Apps and components of the Online Solution;
- "Product"— means (a) Vocoll's real-time communication, messaging, archiving and search services and related systems and technologies accessed to the Portal and (b) all software, applications, data, reports, text, images, and other content made available by or on behalf of Vocoll through any of the foregoing comprised of the Vocoll Apps, to which your subscription relates to, as described in the Documentation, including any Updates or Upgrades issued by us during the term of this Agreement;
- "Vocoll Partner"—any accredited partner or Vocoll approved reseller, distributor or dealer from whom you may purchase the Services;
- "Service Level Agreement"—the service level agreement for the Online Solution as amended by us from time to time and accessible via the Online Solution;
- "Installation"—a deployment of one or more web applications that use a common Configuration Database;
- "Services"—the provision by us to you of access to the Product and Support on a subscription basis as an Online Solution as described in the Documentation;
- "Service plan fees"—the Service plan fees payable by your Vocoll Partner to us (or by you to us as provided in clause 19), at the agreed intervals for the Services (together with any Upgrades which are chargeable) as set out in the Documentation;
- "Support"—the product support package provided by us, as described in the Documentation;
- "Online Solution"—the provision of the Services through the Portal by us to you over the internet;
- "Portal"—the management platform for the Online Solution referred to as "Vocoll Online Services";
- "User Parameters"—the restrictions on use of the Product as set out in clause 6;
- "Updates"—a permanent fix to a known problem in the Product or due to a change to legislation released by us from time to time;
- "Upgrades"—a major revision to the Product which adds new or different functions or capabilities released by us from time to time which is either: (a) released by us free of charge, or (b) offered for purchase in the normal course of our business;
- "Website"—vocoll.com if you subscribe to the Services in the United Kingdom;
- "Vocoll", "us", "we" and "our"—VerseOne Group Limited (company registration number 5210274, VAT number GB 865691968, registered office: 98–102 Maybury Road, Woking, Surrey, GU21 5HX, United Kingdom) if you subscribe to the Services in the United Kingdom; and
- "you" and "your"—the customer who subscribes for the Services.
A reference to a statute, statutory provision or subordinate legislation in this Agreement is a reference to it as it is in force from time to time, taking account of any amendment or re-enactment and includes any statute, statutory provision or subordinate legislation which it amends or re-enacts. Words of a technical nature which are not defined in this Agreement shall be construed in accordance with the relevant general Usage in the computer software industry in the United Kingdom.
Acceptance of Terms
- This Terms of Service document (the "TOS" or "Agreement"), is an agreement you must accept in order to use Vocoll's Services.
- It is also applicable to (a) Customer Administrator's; and (b) Authorised Users.
- The terms "you" and "users" encompass all users, including both Customer Administrators and Authorised Users.
- This document describes both your rights and your obligations as part of using the Services. It is important that you read it carefully because you will be legally bound to these terms. Vocoll only provides its Services to you subject to this TOS.
If you are entering into this TOS on behalf of a company or other legal entity, you represent that:
- you have the authority to bind such entity, its Customer Administrators, Authorised Users, and its affiliates to this TOS;
- In that case, the terms "you" or "your" shall also refer to such entity, its Customer Administrators, Authorised Users, and its affiliates, as applicable;
- If you do not have such authority, or if you do not agree with this TOS, you may not use the Services.
- You acknowledge that this TOS is a contract between you and Vocoll, and it governs your use of the Services.
- You indicate that you agree to all the terms of this Agreement from the earliest date you tick a box or click on a button (or something similar) to signify your acceptance, or you access or use any of the Services.
- As our business evolves, Vocoll may change this TOS. If we make a material change to the TOS, we will provide you with reasonable notice prior to the changes either by emailing the email address associated with your account or by posting a notice on the Website.
- You can review the most current version of the TOS at any time by visiting this page.
- The revised terms and conditions will become effective on the date set forth in our notice, and if you use the Services after that date, your use will constitute acceptance of the revised terms and conditions.
- If any change to this TOS is not acceptable to you, your only remedy is to cancel your account and stop using the Services, which you may do by contacting us or otherwise through the process provided in the Services.
- As part of the registration process, you will identify a Customer Administrator's user name (in the form of an email address) and password for your account.
- You may use these credentials to invite individuals to become Customer Administrators or Authorised Users (each with their own password) under your account.
- The total number of users is limited to the maximum number permitted for your account.
- You are responsible for maintaining the confidentiality of your login, password, and account and for all activities that occur under your login or account, including the activities of Authorised Users.
- All users should be aware that your Customer Administrators may have certain rights to access your account and may obtain related information in connection with the Services.
- The Customer Administrators also set policies regarding your use of various aspects of the Services, including retention settings and the ability to preserve and export all communications in the account.
- As these rights may vary depending on the account, please see our FAQs for general information about account classifications, and refer to your Customer Administrator if you have questions regarding your particular account such as your account settings.
- Customer Administrators are solely responsible for informing Authorised Users of the applicable company policies, obtaining any legally required Authorised User's consent to such policies, and for ensuring that all uses of the Services comply with applicable state and/or international privacy laws, including but not limited to the Data Protection Laws.
- By accessing or using the Services, you affirm that you are at least 18 years of age (or have reached the age of majority if that is not 18 years of age where you live). You represent that you are fully able and competent to enter into and comply with the terms and conditions in this TOS.
- The Services are not directed to children under 18, so if you are under 18 years of age, you are not permitted to access or use the Services. If we become aware that you are using the Services even though you are under 18, we will deactivate your account.
- The "Services" does not include Customer Data or any software application or service that is provided by you or a third party, which you use in connection with the Services, whether or not Vocoll designates them as "official integrations" (each a "Non-Vocoll Product").
- Any modifications and new features added to the Services are also subject to this TOS.
- Vocoll reserves the right to modify or discontinue the Services (or any Service plan) or any feature or functionality thereof at any time without notice to you.
- All rights, title and interest in and to the Services and its components (including all intellectual property rights) will remain with and belong exclusively to Vocoll or its licensors.
Access & Use of the Services
- You may access and use the Services solely for your internal business operations and only for lawful, authorised purposes and you shall not misuse the Services in any manner (as determined by Vocoll in its sole discretion). See Section 11 for specific provisions outlining prohibited uses of the Services.
- Customer Administrators shall be responsible for all actions by Authorised Users on their team.
- You shall comply with any codes of conduct, policies, storage limitations, or other notices Vocoll provides you or publishes in connection with the Services from time to time, but if any of those policies materially change the TOS, we will provide you with reasonable notice as provided in Section 2 above.
- You shall promptly notify Vocoll if you learn of a security breach related to the Services.
- The Product and any software that may be made available by or on behalf of Vocoll in connection with the Services, including Vocoll's mobile and desktop applications, contains proprietary and confidential information that is protected by applicable intellectual property and other laws.
- Subject to the terms and conditions of this TOS, Vocoll only grants you a personal, non-sublicensable and non-exclusive license to use the Services. Any rights not expressly granted herein are reserved.
- This agreement shall not prevent Vocoll from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this agreement.
- Vocoll reserves the right to use your name as a reference for marketing or promotional purposes on the Website and in other communication with existing or potential Vocoll customers. For example, we might list your company on one of our webpages under lists of Vocoll customers.
- We don't want to list customers who don't want to be listed, so you may send an email to firstname.lastname@example.org stating that you do not wish to be used as a reference.
- Vocoll may make available, in its sole discretion, the Vocoll Application Programming Interface and related documentation, data, code, and other materials provided with the API (collectively "API").
- You undertake use of the API at your own risk, and such use of this API is governed by this TOS and the Vocoll API Terms of Service ("API TOS") located at on this page.
- You hereby agree to be bound by those terms, and acknowledge that violation of Vocoll's TOS or Vocoll's API TOS is grounds for termination of this Agreement.
- As part of your subscription, we grant a non-exclusive non-transferable licence to you to use the Product in accordance with this Agreement and the Documentation. You must not use or try to use the Product in any way which we have not permitted.
- You agree to use the Product strictly in accordance with this Agreement. Except to the extent permitted by law, you must not:
- change the Product, take it apart or permit others to do so without our permission;
- save as otherwise set out in this Agreement, copy any part of the Product or allow anyone else to do so, except this clause does not limit, however, your ability to take multiple copies of your Customer Data (which we encourage you to do); or
- use or copy (no matter how much is copied) the whole or any part of the Product or the Portal's graphical user interface, operating logic or underlying database structure for incorporation into or the development of any software or other product or technology.
- If you use the Product or the Services outside of the UK, you need to make sure you comply with any applicable legal and legislative requirements.
- You are permitted to use the Product and Services with a mobile device, however, it is likely that you will need a further software application (commonly referred to as an "app") to do so, for which you may incur additional fees. You are responsible for obtaining and maintaining any third party software, services and/or hardware to enable you to obtain mobile access as well as charges for data Usage and connectivity. When using the Product or the Services with a mobile device you must continue to adhere to this Agreement and any additional terms and conditions accompanying the app. If you obtained the app from us and it is not accompanied by terms and conditions, this Agreement will also apply to your use of the app.
The Product and the Services may include technology that enables us to:
- ensure no more than the specified number of Authorised Users can use the Product or Services at any one time;
- check specific information directly relevant to your use of the Product or Services contained in your computer against our records to make sure the Product and Services are being used in accordance with this Agreement and to troubleshoot any problems;
- collect information about how you and your Customer Administrators and Authorised Users use the functions of the features of the Product and Services;
- gather statistical information about the operating system and environment on which the Product or Services are used;
- With the Product or Services you may access other software which is not owned by us (for example database software) or third party services (such as hosting). If so, you agree to comply with any licence agreement which accompanies that other software or any applicable terms and conditions of service. If there is no licence agreement with that other software, this Agreement shall apply to your use of that other software. You also agree to comply with any other requirements about using that other software which we tell you about from time to time. The owners of that other software keep all relevant rights (including copyright and other intellectual property rights) and ownership in their own software and all copies of it.
The Product and Services must only be used:
- for your (and, provided you have paid the relevant fees, your Group Company's) legitimate internal business purposes with your own information or the demonstration data supplied with the Product or Services;
- for the number of Authorised Users (whether named or concurrent) as set out in the Documentation (you must not allow any other person or organisation to use the Product or Services). You understand and agree that the number of Authorised Users may differ per Module; and
- on one Installation.
- You can change the number of Authorised Users permitted to access a Vocoll App, or which Vocoll Apps you subscribe for, at any time by contacting your Vocoll Partner. Changes will take effect from the date your Vocoll Partner processes the requested changes through the Portal or we process your request in our entitlement system following receipt of instructions from your Vocoll Partner. If you cancel a Module or reduce the number of Authorised Users you will not be entitled to a refund of prepaid fees (if any). If you add a Module or increase the number of Authorised Users a pro-rated charge for the current calendar month will be applied to the following calendar months invoice for the Service plan fees.
The Support Services
- As part of your subscription, we will provide Support to your Vocoll Partner in accordance with the relevant contractual arrangements between the Vocoll Partner and us which includes providing Updates and Upgrades at such times as we may determine in our absolute discretion.
We do not provide Support for problems:
- caused by using the Product in any way not described in the Documentation (for example making direct changes to the Product's database); and
- which do not directly relate to the performance of the Product itself, for example problems which relate to: (a) the administration and maintenance of a computer system or network; or (b) the way in which the Product was set up by your Vocoll Partner.
- At our absolute discretion, we may provide technical support for the Product in a virtualised environment provided the environment is running a version of an operating system that we support. It is not practical or feasible for Vocoll to test the Product on all virtualised platforms, however, and if you use the Product in this way you do so at your own risk. We may require issues to be reproduced in a standard (non-virtualised) environment by you or your Vocoll Partner and any defects relating to the running of the Product in a virtualised environment would not be addressed by us.
- The Online Solution will be provided and delivered in accordance with this Agreement and the Service Level Agreement.
- You must use the Online Solution in accordance with the Fair Usage Policy.
- The Subscription Fee charged for the Online Solution includes payments for fixed amounts of database and media storage and users. If you have reached your limit for database storage we will automatically increase your subscription to the next band of database storage for which you will be charged in accordance with our Price List. We will use our reasonable endeavours to notify your Customer Administrator and Vocoll Partner when you are reaching the limit but you should proactively review this via the Portal.
- The Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, or because of other causes beyond our reasonable control, but Vocoll shall use reasonable efforts to provide advance notice of any material scheduled service disruption.
- Further, you understand that Customer Data may be transmitted or handled in an unencrypted manner if you choose to use unencrypted gateways to connect to the Services.
- Additionally, while Vocoll takes steps to ensure that information provided to its third party vendors and hosting partners is transmitted using reasonable security measures, it does not guarantee that these transmissions will be encrypted.
- Accordingly, you acknowledge that you bear sole responsibility for adequate security, protection and backup of Customer Data. Vocoll will have no liability to you for any unauthorised access or use of any Customer Data, or any corruption, deletion, destruction or loss of any Customer Data.
- The Online Solution includes the provision of an automated rolling back up service as described in the Documentation. Additional back-up functionality may be made available to permit the taking of manual back ups by you or your Vocoll Partner. If such functionality is made available, it may be subject to payment of an additional fee.
- You will conform with any third party terms and conditions relating to your use of the Online Services that we advise you of, including without limitation any additional terms for our Vocoll hosting partners which are brought to your attention.
- Your Vocoll Partners will be able to access your Online Solution installation at any time through the Portal, including your Customer Data. You should separately agree with your Vocoll Partner any restrictions or requirements you want to impose regarding their access to your Online Solution and Customer Data.
Your Information, Customer Data and Personal Data
Information you provide to us (excluding Customer Data)
- provide, manage and administer your use of the Services;
- fulfil our contractual obligations under this Agreement;
- liaise with regulators, banks, law enforcement agencies (including the police) and fraud detection parties;
- (subject to clause 9.4) contact you to see if you would like to take part in our customer research;
We will always try to speak to the relevant person in your organisation. We may contact you directly or use other organisations which we have hired to contact you for us.
We may disclose information to other companies in the Vocoll group of companies, our contractors, and other organisations for example, we may disclose information to:
- organisations which we use to help us send communications;
- organisations we use to help us provide the software or services (such as hosting providers, where relevant);
- law enforcement agencies and fraud detection parties;
- third parties (if any) used by us to perform our obligations to you under this Agreement; and
- any other person in order to meet any legal obligations on us, including statutory or regulatory reporting.
- If you provide us with information which contains personal data we will process that data in accordance with the Data Protection Laws and you agree and authorise us to use it as described in clauses 9.1 and 9.2.
- If at any time you do not want us to use your personal data in the manner described at clauses 9.1.4 (customer research) or 9.1.5 (information about other products or services), please email us at email@example.com
- You own your Customer Data and you have sole responsibility for its legality, reliability, integrity, accuracy and quality of the Customer Data.
- To the extent personal data is included in any Customer Data we will process that data on your behalf as a data processor. We will only process such personal data in accordance with your instructions (and you hereby instruct us to take such steps in the processing of personal data on your behalf as are necessary for the provision of the Services under this Agreement and the performance of our obligations under this Agreement).
We will use any Customer Data that you transfer to us pursuant to this Agreement to:
- provide, manage and administer your use of the Services; and
- fulfil our contractual obligations under this Agreement.
You warrant and represent that:
- you will comply with the Data Protection Laws (and all applicable laws and regulations relating to processing of personal data and privacy);
- you are authorised pursuant to the Data Protection Laws (and all applicable laws and regulations relating to processing of personal data and privacy) to disclose any personal data which you disclose or otherwise provide to us regarding persons other than yourself;
- you are entitled to transfer the relevant personal data to us so that we may lawfully use, process and transfer the personal data in accordance with this agreement on your behalf;
- the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
- you will where required under the Data Protection Laws (and all applicable laws and regulations relating to processing of personal data and privacy) obtain all necessary consents in order for (i) you to disclose the personal data to us; (ii) us to process the personal data for the purposes of providing the Services; (iii) us to disclose the personal data to those parties set out in clause 7.11 below including where the recipients of the personal data are outside the European Economic Area.
- We warrant and represent that during the term of this Agreement we will:
- comply with the Data Protection Laws whilst such personal data are in our possession;
- (having regard to the state of technological development and the cost of implementing any measures), take appropriate technical and organisational measures against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, to ensure a level of security appropriate to the harm that might result from such unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected; and
- take reasonable steps to ensure the reliability of our employees who have access to any personal data.
- You acknowledge and agree that for the purposes of providing the Services under this Agreement personal data may be transferred outside the EEA.
- We may provide Customer Data that you transfer to us pursuant to this Agreement to:
- subject to clause 7, our agents, service providers and other Group Companies;
- law enforcement agencies and Fraud Detection Parties;
- any other person in order to meet any legal obligations on us, including statutory or regulatory reporting;
- and any other person who has a legal right to require disclosure of the information.
Third Party Providers
- You acknowledge that the Services may enable or assist you to submit data to, access the website content of, correspond with, and purchase products and services from third party interfaces and that you do so solely at your own risk. We make no warranty, promise, guarantee, representation or other commitment and will have no liability or obligation whatsoever in relation to the submission of data, content or use of, or correspondence with, any such third parties, any transactions completed, or any contract entered into by you, with any such third party. Any contract entered into and any transaction completed via any third-party interface is between you and the relevant third party, and not us. We recommend that you refer to the third party's terms and conditions prior to using the relevant third party website and services. We do not endorse or approve any third party service, website or interface, nor the content of any of the third party website made available via the Services.
You represent and warrant to Vocoll that:
- you have full power and authority to enter into this TOS;
- you own all Customer Data or have obtained all permissions, releases, rights or licenses required to engage in your activities (and allow Vocoll to perform its obligations) in connection with the Services without obtaining any further releases or consents; and
- Customer Data and your other activities in connection with the Services, and Vocoll's exercise of all rights and license granted by you herein, do not and will not violate, infringe, or misappropriate any third party's copyright, trademark, right of privacy or publicity, or other personal or proprietary right, nor does Customer Data contain any matter that is defamatory, obscene, unlawful, threatening, abusive, tortious, offensive or harassing.
You also agree not to:
- upload, post, transmit, or otherwise make available any Customer Data that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically, or otherwise objectionable;
- use the Services to harm minors in any way;
- impersonate any person or entity, including, but not limited to, a Vocoll employee, Customer Administrators, Authorised Users, or falsely state or otherwise misrepresent your affiliation with a person or entity;
- manipulate identifiers in order to disguise the origin of any Customer Data;
- upload, post, transmit, or otherwise make available any Customer Data that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
- upload, post, transmit or otherwise make available any Customer Data in a manner that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;
- sublicense, resell, rent, lease, transfer or assign (except as expressly stated) the Services or its use, or offer the Services on a time share basis to any third party;
- use the Services to upload, post, transmit, or otherwise make available any unsolicited or unauthorised advertising, promotional materials, 'junk mail,' 'spam,' 'chain letters,' 'pyramid schemes,' or any other form of solicitation;
- use the Services to upload, post, transmit, or otherwise make available any software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware;
- disrupt the normal flow of dialogue, or otherwise act in a manner that negatively affects other users' ability to engage in real time exchanges using the Services;
- interfere with or disrupt the Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Services, including using any device or software;
- modify, adapt, or hack the Services, including by using any non-public Vocoll APIs, or otherwise attempt to gain unauthorised access to the Services or its related systems or networks.
- intentionally or unintentionally violate any applicable local, state, national or international law in connection with your use of the Services, including, but not limited to, any data, privacy, or export control laws, or regulations promulgated by any relevant UK authorities, the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, without limitation, the London Stock Exchange, the New York Stock Exchange, the American Stock Exchange, or the NASDAQ, and any regulations having the force of law;
- use the Services to provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organisation(s) designated by the United Kingdom government or the United States government as a foreign terrorist organisation;
- use the Services to 'stalk' or otherwise harass another; and/or
- collect or store personal data about other users in connection with any of the prohibited conduct and activities set forth above.
- You acknowledge that Vocoll and its designees shall have the right (but not the obligation) in their sole discretion to pre-screen, refuse, or remove any Customer Data that is available via the Services. For example, we may choose to review publicly visible content ("Public Content") posted using the "Get Public Link" feature or other mechanism for sharing content outside of your non-public channel for compliance with our policies and guidelines. If, for instance, you upload files that do not belong to you and make these files available publicly, we can delete those files. We may also review Customer Data transmitted through non-public mechanisms (such as non-public channels within the Services) where we deem appropriate, including for violations of this TOS or in response to a user complaint.
- Without limiting the foregoing, Vocoll and its designees shall have the right to remove any Customer Data that violates the TOS or is otherwise objectionable. You must evaluate, and bear all risks associated with, the use of Customer Data, including any reliance on the accuracy, completeness, or usefulness of Customer Data.
You acknowledge, consent and agree that Vocoll may access, preserve and disclose your account information and Customer Data if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to:
- comply with legal process;
- enforce the TOS;
- respond to claims that any Customer Data violates the rights of third parties;
- respond to your requests for customer service; or
- protect the rights, property or personal safety of Vocoll, its users and the public.
You agree to:
- pay the Subscription Fee to us or the Vocoll Partner when due in accordance with clause 13;
provide us with:
- all necessary co-operation in relation to this Agreement; and
- all necessary access to such information as we may reasonably require in order to provide the Services, including but not limited to Customer Data, security access information and configuration services;
- comply with all applicable laws and regulations in respect of your activities under this Agreement;
- carry out all your obligations under this Agreement in a timely and efficient manner. We will not be responsible for any delay in the provision of the Services as a result of any third party act or omission;
- ensure that Customer Administrators and Authorised Users use the Services in accordance with this Agreement and you will be responsible for any Customer Administrator's or Authorised User's breach of this Agreement;
- notify us in writing of any defect or alleged defect in the Services within five days of the date you become aware of it; and
- ensure that your network and systems comply with the systems requirements publicised by us from time to time.
Our Obligations and Guarantees
- We warrant that the Services will perform substantially in accordance with the Documentation (where utilised in accordance with our operating instructions) and will be provided with reasonable care and skill. This warranty only applies so long as you use the Services in accordance with our operating instructions (for example, the Documentation).
- do not warrant that your use of the Services will be uninterrupted or error-free, or that the Services, Documentation and/or the information obtained by you through the Services will meet your requirements or produce particular outcomes or results (irrespective of whether you informed us or a Vocoll Partner about how you intend to use the Services at the point of purchase); and
- are not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledges that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
Charges and Payment
- To the extent you use a Service plan that is made available for a fee, you will be required to select a payment plan and provide Vocoll accurate information regarding your credit card or other payment instrument.
- You will promptly update your account information with any changes in your payment information.
- You agree to pay Vocoll in accordance with the terms set forth on the Website and this TOS, and you authorise Vocoll to bill your payment instrument in advance on a periodic basis in accordance with such terms.
- Service plan fees may fluctuate depending on changes in the Vocoll Apps you subscribe for, Authorised Users numbers, and your usage of the Services, e.g. storage costs for the Online Solution.
- For the purposes of clause 18, failure to pay the Service plan fees when due constitutes a material breach of this Agreement (this includes circumstances where a Vocoll Partner fails to forward such fees from you to us). Without prejudice to its rights under this Agreement or at law, Vocoll reserves the right, in its sole discretion, to suspend your access to the Services in such circumstances.
- If you dispute any charges you must let Vocoll know within sixty (60) days after the date that Vocoll invoices you.
- All amounts paid are non-refundable and we reserve the right to change our prices in the future. If we increase our prices for your Service plan, we will provide notice of the change on the Website and in email to you at least 60 days before the change is to take effect. Your continued use of the Services after the price change goes into effect constitutes your agreement to pay the changed amount.
- Vocoll may choose to bill you through an invoice, in which case, full payment for invoices issued must be received by the date specified in the invoice.
If we have not received payment of the applicable Service plan fees 60 days after the date of invoice from your Vocoll Partner, without prejudice to our other rights of remedies:
- we may, without liability to you, disable your password, account and access to all or part of the Services or disable certain functionality and we will be under no obligation to provide any or all of the Services to you whilst the invoice(s) concerned remain unpaid;
- contact you directly to discuss payment of outstanding invoice(s) and transfer to another Vocoll Partner; and
- interest will accrue on such overdue amounts at an annual rate equal to 4% over the then current base lending rate of The Bank of England at the date the relevant invoice was issued for invoices in Pounds Sterling and 4% over the then current EURIBOR at the date the relevant invoice was issued for invoices in Euros, commencing on the date of invoice and continuing until fully paid, whether before or after judgment.
All amounts and fees stated or referred to in this Agreement are:
- payable in pounds sterling when you subscribe to the Services in the United Kingdom;
- subject to clause 15.4.2, non-cancellable and non-refundable;
- exclusive of value added tax (or applicable sales tax) which will be added to our invoices at the appropriate rate.
- You acknowledge and agree that we and/or our licensors own all intellectual property rights in the Services and the Documentation. Except as expressly stated, this Agreement does not grant to you any rights to, or in, patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Documentation and any copies made by you.
- We confirm that we have all the rights in relation to the Services and the Documentation that are necessary to grant you the rights under and in accordance with the terms of this Agreement.
Both parties may have access to Confidential Information from the other in order to perform obligations under this Agreement. Confidential Information will not be deemed to include information that:
- is or becomes publicly known other than through any act or omission of the receiving party;
- was in your or our lawful possession before the disclosure;
- is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
- is independently developed by the receiving party without access to the Confidential Information and which can be shown by written evidence; or
- is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
- Both parties will hold the other's Confidential Information in confidence and, unless required by law, will not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of this Agreement.
- Both parties will take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this Agreement.
- This clause 15 will survive termination of this Agreement, however arising.
- You will defend, indemnify and hold us harmless against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with your use of the Services.
In no event will we, our employees, agents and sub-contractors be liable to you for any alleged infringement to the extent that is based on:
- a modification of the Services by anyone other than us; or
- your use of the Services in a manner contrary to the instructions given to you by us; or
- your use of the Services after notice of any alleged or actual infringement from us or any appropriate authority.
Limitation of Liability
This clause 17 sets out our entire financial liability (including any liability for the acts or omissions of our employees, agents and sub- contractors) to you:
- arising under or in connection with this Agreement;
- in respect of any use made by you of the Services and Documentation or any part of them; and
- in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with this Agreement.
Except as expressly and specifically provided in this Agreement:
- you assume sole responsibility for results obtained from the use of the Services and the Documentation by you, and for conclusions drawn from such use. We shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to us by you in connection with the Services, or any actions taken by us at your direction; and
- all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement.
Nothing in this Agreement excludes our liability for:
- death or personal injury caused by our negligence;
- fraud or fraudulent misrepresentation; or
- any other matter we cannot limit or exclude under applicable law.
Subject to clause 17(2) and clause 17(3):
we will not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for:
- any loss of profits;
- loss of business;
- lost working time;
- depletion of goodwill and/or similar losses;
- loss or corruption of data or information;
- pure economic loss; or
- any special, indirect, incidental or consequential loss, costs, damages, charges or expenses however arising under this Agreement including without limitation fines or penalties levied by any relevant authority or claims from third parties; and
- our total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement will be limited to the total Service plan fees paid to us by you or received by us on your behalf from a Vocoll Partner in the 12 calendar months immediately preceding the date on which the claim arose.
You agree that the limitations set out in this clause 17 and restrictions in this Agreement are reasonable because they reflect the fact that:
- we cannot control how and for what purpose you use our Services;
- we have not developed the Services specifically for you; and
- although we follow good industry practice, it is not economically possible for us to carry out all the tests necessary to make sure there are no problems in the Product or provision of Support;
- If you believe you could experience anything that we have told you we will not be responsible for we recommend you consider obtaining insurance cover.
Term and Termination
This Agreement will, unless otherwise terminated in accordance with this Agreement or as provided in this clause 18, continue for the Initial Subscription Term and thereafter until either:
- we receive not less than 3 calendar months written notice from your Vocoll Partner to terminate this Agreement on your behalf, such notice to expire no earlier than the last day of your Initial Subscription Term; or
- we serve not less than 1 calendar month's written notice on you, such notice to expire no earlier than the last day of your Initial Subscription Term.
Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate this Agreement with immediate effect without liability to the other by giving written notice to the other party if:
- the other party commits a material breach of any of the terms of this Agreement and (if such a breach is remediable) fails to remedy that breach within 60 days of that party being notified in writing of the breach; or
- an order is made or a resolution is passed for the winding up of the other party, or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order in relation to the other party; or
- an order is made for the appointment of an administrator to manage the affairs, business and property of the other party, or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the other party, or notice of intention to appoint an administrator is given by the other party or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986) or any arrangements are made or notices are served pursuant to the Personal Insolvency Act 2012; or
- a receiver is appointed over any of the other party's assets or undertaking, or if circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of the other party, or if any other person takes possession of or sells the other party's assets; or
- the other party makes any arrangement or composition with its creditors, or makes an application to a court of competent jurisdiction for the protection of its creditors in any way; or
- the other party takes or suffers any similar or analogous action in any jurisdiction in consequence of debt.
Vocoll may terminate this Agreement with immediate effect without liability to you by giving written notice to you if:
- you fail to pay any amount due under this agreement on the due date for payment and remain in default not less than 14 days after being notified in writing to make such payment; or
- you breach any of the terms of clause 11 (Your Obligations); or
- we agree to repay, within a reasonable time after termination, you or your Vocoll Partner any payments made in advance for Services that have not yet been received.
Effect of Termination
On termination of this Agreement for any reason:
- all licences granted under this Agreement will immediately terminate and you will cease use of the Product and the Services;
- each party will return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party;
- we will destroy or otherwise dispose of beyond retrieval any Customer Data in our possession at the end of the Data Retention Period. If we receive a written request from you or a Vocoll Partner during the Data Retention Period for the extraction and delivery of the then most recent back-up of your Customer Data (where applicable), we will use reasonable commercial endeavours to deliver the back-up within 60 days of receipt of such a written request, provided that all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination) are paid. You will also be required to pay all reasonable expenses incurred by us in returning or disposing of Customer Data. Following delivery of the most recent back up of your Customer Data we will then destroy or otherwise depose of beyond retrieval any Customer Data in our possession; and
- the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, will not be affected or prejudiced.
- No matter how this Agreement ends, your Customer Data remains your data and you are entitled to extract it from the Product before the end of this Agreement. However, your failure to extract your Customer Data will not prevent this Agreement ending.
- If you have purchased a licence which allows your Group Companies to use the Product and Services, you will ensure that those Group Companies are notified of and understand their rights and obligations in respect of the Product and Services and you shall ensure that all your Group Companies use the Product and Services in accordance with the terms of this Agreement. You understand and agree that any act or omission of your Group Companies shall be deemed to be your act or omission and that you shall have in place appropriate measures including, but not limited to, organisational and technical measures to ensure that your Group Companies are aware of any comply with the terms of this Agreement. If you become aware of any breach of the provisions of this Agreement by you or your Group Companies you must notify us immediately in writing of the breach and you must, at your own cost, take any corrective action as directed by us.
- Save as provided in clause 14, any notice required to be given under this Agreement will be sent by email to us at firstname.lastname@example.org or to you at the email address you provide to us at the point of registration for the Customer Administrator, or such other email address as either party provides during the term of this Agreement. Notices will be deemed to have been received on successful transmission of such emails.
- We will not be liable to you for any failure to perform or for any delay in performance under this Agreement to the extent such non- performance or delay is caused by any circumstances beyond our reasonable control, provided that if any period of failure or delay continues for more than 60 days you will be entitled to terminate this Agreement by notice in writing to us.
- If a court or similar body decides that any wording in this Agreement cannot be enforced, that decision will not affect the rest of this Agreement, which will remain binding on both parties. However, if the wording that cannot be enforced could be enforced if part of it is deleted, we will both treat the relevant part of the wording as if it is deleted.
- Any failure by us to enforce any of the terms of this Agreement will not be construed as a waiver of our rights and remedies which are cumulative and are not exclusive of any rights and remedies provided by law.
- This Agreement and all up to date Documentation constitute the entire agreement between you and us relating to the Services, and replaces all documents, information and other communications (whether spoken or written) between us on this subject. We both acknowledge and agree that in entering into this Agreement neither party relies on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this Agreement or not) relating to the subject matter of this Agreement, other than as expressly set out in this Agreement.
- This Agreement is personal to you and may not be transferred, assigned, subcontracted, licensed, charged or otherwise dealt with or disposed of (whether in whole or in part) by you without our prior written consent. We may transfer, assign, subcontract, license, charge or otherwise deal with or dispose of (whether in whole or in part) this Agreement at any time without your consent.
- Nothing in this Agreement is intended to or will operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party will have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
- Vocoll Partners are independent of us and not appointed or authorised by us as our employee, agent or subcontractor. These businesses have no authority (either explicit or implied) to enter into contract or grant any licence or provide any representation, warranty, condition or guarantee with or to you on our behalf, or otherwise commit us to any obligations. We are not responsible for any modifications or mergers made to the Product or Services by any Vocoll Partners or any third parties and we are not obliged to provide Support for such.
- As we are part of a group of companies, our parent company VerseOne Group Ltd may enforce the terms of this Agreement. Otherwise, a person who is not a party to this Agreement has no right to enforce any term of it. This means that only us, you and VerseOne Group Ltd can enforce the rights set out in this Agreement.
- This Agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) is governed by and construed in accordance with the laws of England and Wales and we both agree that the courts of England and Wales will be the only courts that can decide on legal disputes or claims about this Agreement.