Terms & Conditions

Terms & Conditions

THESE TERMS AND CONDITIONS TOGETHER WITH THE SUBSCRIPTION PLAN AGREED TO BY YOU (“Customer”, “You” “Your”) REPRESENT THE ENTIRE AGREEMENT BETWEEN YOU AND DEEPSIGHT BV. (“Voyc”, “We” or “Our”) AND SHALL BE REFERRED HEREINAFTER AS THE “AGREEMENT” OR “T&C”.

 

  1. Services. From time to time during the Term (as defined in the Order Form), you may provide Voyc with call recordings, emails and chat interactions (the “Files”). Files may be uploaded to Voyc’s platform (“Platform“) through an FTP folder or by other means provided by Voyc at its discretion. Voyc shall transcribe and analyse the Files using its Platform (the “Services”, “Transcriptions” and “Analyses”).

  2. Files Data. As between the parties, Customer owns and retains all right, title and interest including intellectual property rights in and to all data and information contained in the Files which data may include personal data of Customers’ users (collectively the “Data”). Customer hereby grants Voyc the right to copy, display, upload, perform, store, modify, reformat and otherwise use the Data for the purpose of providing the Services to Customer. In addition, Customer grants Voyc a royalty-free right to use Data (including metadata) of the Transcriptions and Analyses solely for internal use and improvement of Voyc’s services. We shall own any data that is based on or derived from the Customer Data, which, in respect hereof shall not contain any personal information of the Customer or Customer users and/or shall be de-identified data. Customer represents and warrants to Voyc that (i) it has the right to use the Data and provide Voyc with the Data for all purposes set forth in this Agreement; and (ii) all Data has been and will be legally acquired in accordance with all applicable data protection laws and privacy standards; Customer shall be responsible for the legality, reliability, integrity, accuracy and quality of the Data. Customer acknowledges and agrees that the Data may be stored on external cloud servers operated and managed by global third-party cloud service providers, as customary in the industry; In case that the Services includes transcripts and analysis of data the includes multiple participants, You shall be responsible to inform all such participants that the recording is or may be transcribed, analysed and stored by a third party and shall also procure their consent. Deepgram processes Content and Training Data in accordance with its Privacy Policy (located here: https://voyc.ai/gdprprivacynotice ).

  3. Our Responsibilities. We shall: (i) provide Our basic support (in such scope as shall be determined from time to time by Us) for the purchased Services to You at no additional charge, and/or upgraded support if purchased separately, (ii) use commercially reasonable efforts to make the purchased Services available 24 hours a day, 7 days a week, except for: (a) planned downtime (of which We shall give at least 8 hours’ notice via the purchased Services and which We shall schedule to the extent practicable during the hours from 9:00 p.m. to 6:00 a.m.  Central European Time), or (b) any unavailability caused by circumstances beyond our reasonable control, including without limitation, acts of God, acts of government, floods, fires, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving Our employees), Internet service provider failures or delays, or denial of service attacks, and (iii) provide the purchased Services only in accordance with applicable laws and government regulations.

  4. Your Responsibilities. You shall: (i) be responsible for your users’ compliance with this Agreement, (ii) be responsible for the accuracy, quality and legality of Your Data and of the means by which You acquired Your Data, (iii) be responsible for ensuring that Your Systems meet the specifications set forth in the Documentation, (iv) be responsible for providing Us with the right to access and use Your Data and Your Systems, solely as necessary for Us to provide the Services in accordance with this Agreement, (v) use commercially reasonable efforts to prevent unauthorized access to or use of the Services, and notify Us promptly of any such unauthorized access or use, and (vi) use the Services only in accordance with these T&C and applicable laws and government regulations. You shall not: (a) make the Services available to anyone other than Users, (b) sell, resell, rent or lease the Services, (c) use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use the Services to store or transmit Malicious Code or software containing viruses or malware, (e) interfere with or disrupt the integrity or performance of the Services or third-party data contained therein, or (f) attempt to gain unauthorized access to the Services or their related systems or networks.

  5. Data Retention and Disposal. Transcript data, analyses data and source recording files are stored for one year. Customers may request that we purge any and all transcript data, analyses data and source recording files from our system at any time. We also support periodic purging of this data on a customer specified schedule. We maintain certain metadata for customer assets in our database for accounting and billing purposes. Subject to Voyc's discretion, Customer may ask to prolong the storage term beyond a year in consideration for additional charge of $2 per GB, per month, subject to a minimum purchase of 50GB storage

  6. Fees. You shall pay all fees specified in all Order Forms hereunder. Except as otherwise specified herein or in an Order Form, (i) fees are based on Monthly Allowances purchased and not actual usage (ii) payment obligations are non-cancelable and fees paid are non-refundable. Banks' commissions and/or bank transfer fees and expenses shall be incurred by the Customer in addition to the fees payable thereby for the Services.

  7. Invoicing & Payment. If You provide credit card information to Us, You authorize Us to charge such credit card for all Services, fees and charges listed in the Order Form for the initial Term and any renewal Term(s) as set forth in this Order Form. Such charges shall be made in accordance with the billing frequency stated in the applicable Order Form. If the Order Form specifies that payment will be by a method other than a credit card, we will invoice You in advance and otherwise in accordance with the relevant Order Form. Invoiced charges are due five business days upon receipt and Services will be active upon payment receipt. You are responsible for providing complete and accurate billing and contact information to Us and notifying Us of any changes to such information.

  8. Overdue Charges & Suspension of Service. If any charges are not received from You by the due date, then at Our discretion, (a) such charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid, and/or (b) we may suspend Our services to You until such charges are paid in full. We will give You at least 5 days’ prior notice that Your account is overdue, before suspending services to You.

  9. Payment Disputes. We shall not exercise Our rights under Section 9 (Overdue Charges & Suspension of Service) if You are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute.

  10. Confidentiality. Data, Transcriptions and Analyses shall constitute confidential information of Customer and shall be used by Voyc solely in accordance with these T&C, provided however, that any information which: (i) is now or subsequently becomes generally available in the public domain through no fault of Voyc, (ii) was obtained from third party without restriction; and/or (ii) is independently developed by Voyc, shall not be considered confidential information of Customer. Customer shall not disclose the content of its respective Order Form, quotes and prices received thereby or offered thereto by Voyc to any third party.

  11. Audio Quality. In the case of unreasonable poor quality of call recordings which includes background noise, overlapping, unstable recording, unrecognizable audio for the ASR technology etc, Voyc will make its best effort to achieve the highest accuracy.

  12. Warranties.  We will at times comply with the provisions of the applicable data protection laws and best practices in respect of data protection and cyber security. We warrant that the provision of the services, payment of remuneration and exercise of rights and performance of obligations set out in this Agreement do not materially breach any other written agreement with any other party. The use of any software will not infringe on any third party's Intellectual Property rights; Voyc does not warrant that the results that shall be obtained from the service will be accurate or reliable. Notwithstanding anything to the contrary in this Order Form, Customer’s sole remedy in the event of a claim that a transcription and/or analyses is not accurate, is for Voyc to process an additional Transcription and/or analyses of the same file at no additional cost to Customer provided that such claim was delivered to Voyc not later than 7 days following the receipt of the transcription and/or analyses by Customer.

  13. Limitation of Liability. Neither party shall be liable to the other party for any indirect, special, incidental, punitive, or consequential damages, loss of use, loss of or damage to data, unless it is the result of willful misconduct or gross negligence. In no event shall either parties total liability arising out of or relating to this agreement exceed the fees paid by customer under the applicable order form and if no such order form is applicable then either parties maximum liability shall not exceed the fees paid by customer during the three (3) months preceding the event.

  14. Intellectual Property. All intellectual property rights in and to Voyc’s Platform and the Services and any part thereof are and shall remain exclusively owned by Voyc. This Agreement does not grant Customer any rights to the Platform or the intellectual property related thereto.

  15. Dispute Resolution If there is a dispute, controversy ,claim or alleged breach (a “Dispute”) between the Parties in respect of this Agreement, the Dispute will be resolved pursuant to the process set forth in this clause 15 (the “Dispute Resolution Process”) as follows: A Party to this Agreement that wishes a Dispute to be resolved will give a written notice (a “Dispute Notice”) to the other Party whereupon each Party will promptly designate a senior officer or senior representative and such designated officers and representatives will attempt in good faith to resolve the Dispute by negotiation.  Each Party to the Dispute will provide to the other Party all Information reasonably requested by the other Party that is relevant to the Dispute and not subject to confidentiality obligations to third parties or to a legally recognised privilege from disclosure.  All negotiations and settlement discussions to resolve a Dispute shall be treated as compromise and settlement negotiations between the Parties and shall not be subject to disclosure through discovery or any other process and shall not be admissible into evidence in any proceeding.

  16. Changes to T&C. Please keep a copy of these T&Cs for your record. Voyc may change these T&Cs, in which case it will update the ‘last modified’ date at the top of this page. We encourage you to review these T&C from time to time and note any changes. Changes will apply to you if your rights are not materially adversely affected by such changes.

  17. General. This Agreement is governed and construed under the laws of The Netherlands. Any dispute between the Parties will be submitted to the competent courts situated in The Netherlands. The Parties agree that these T&C together with the applicable Order Form are the complete and exclusive statement of the agreement between the Parties, which supersedes all prior agreements, oral or written, and all other communications between the Parties relating to the subject matter of this Agreement.