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Our Terms & Conditions

Oyez Professional Services Limited (registered number 01291562) whose registered office is at Unit 4, 500 Purley Way, Croydon, Surrey CR0 4NZ (“OPS”)

Terms and Conditions relating to the supply of OyezSpeech Digital Dictation Software

"Activation Date"

the date of installation of the System and or set up and activation of the System Software

"Additional Services"

any services to be provided by OPS upon Customer’s written request in addition to the Services.

"Charges"

the charges agreed between the parties and detailed in the Customer Order comprising: System installation, Hardware, Hardware Support, Cloud set up, Support Services and Maintenance, Licence fee

"Cloud"

means where the Digital Dictation Software is hosted by OPS on behalf of the Customer and access is provided via the Internet.

"Confidential Information"

All information, data, drawings, specifications, documentation, software listings, source or object code which OPS may have imparted and may from time to time impart to the Customer relating to the System Software, Support Software support documentation or, procedures in whatever media. 

"Customer"

means the entity signing the Customer Order.

"Customer Facilities"

means all hardware, software, ancillary equipment, telecommunications, storage and other facilities owned or controlled by the Customer and not supplied by OPS which will be required to operate in conjunction with the System

"Customer Order"

the Oyez Speech order form which details the Customer’s requirements for the System to which these terms and conditions will be attached.

"Hardware"

the hardware to be supplied to Customer detailed in the Customer Order.

"License"

licence to use the Oyez Speech Software.

"Location"

any of the Customer’s premises at which elements of the System are to be installed as set out in the Customer Order and shall (where the context permits) include any other location as the Customer may use from time to time.

"Maintenance"

the provision of maintenance services as specified below.

"Oyez Speech Software"

the hosted solution or software to be supplied by OPS to the Customer which comprises Digital Dictation Software and Voice Recognition Software if purchased.

"Remedial Software"

means a release of remedial System Software and which, upon commencement of Use by the Customer, will be deemed part of the System.

"Server"

any computer server owned or controlled by the Customer upon which System Software will reside.

"Services"

services which OPS agrees to provide to Customer upon agreed payment terms including without limitation Support Services, Maintenance, System installation, training and consultation.

"Support Agreement"

the support and maintenance services provided to the customer as detailed in schedule 1

"Support Services"

the provision of support services as specified below.

"Support Software"

support or diagnostic software necessary for OPS to supply to the Customer to facilitate provision of Support Services and which, upon commencement of Use by Customer, will be deemed part of the System.

"System"

all Hardware, System Software, communications network and any other equipment supplied by OPS hereunder to operate in conjunction with Customer’s Facilities. 

"System Documentation"

the specifications, user instructions and other System literature supplied to the Customer.

"System Software"

includes both the Oyez Speech Software, and third party software hosted in the Cloud supplied by OPS as part of the System of which OPS is not the proprietor, any sub-licence or other rights granted hereunder in respect of any such software being subject to the licence terms of the third party concerned.

"Upgraded Software"

an upgraded or other new version of any System Software other than Remedial Software and which, upon purchase and commencement of Use by the Customer, will be deemed part of the System.

 


2.    Agreement and System Installation

2.1    Upon signing the Customer Order the Customer accepts these terms and conditions and the parties shall agree an Activation Date.  The Activation Date is approximate only and OPS shall not be liable for any delay howsoever caused.  Time shall not be of the essence unless previously agreed in writing by OPS.
2.2    OPS shall perform an initial technical review prior to the Activation Date to ensure the Customer Order is deliverable within the client’s infrastructure.
2.3    The Customer shall ensure that any necessary and agreed pre-installation work where required at each Location is completed prior to the proposed Activation Date.  If OPS is unable to achieve the Activation Date due to a failure by the Customer in regard to agreed pre-installation work then the Customer shall bear OPS’s reasonable charges for additional storage, carriage and installation and OPS shall not be liable to the Customer for any delay in completing the installation which will be rescheduled.  


3.    Hardware Warranty

3.1    OPS warrants that at the Activation Date the Hardware shall be in good working order save for any parts of the Hardware modified or repaired by the Customer or used in any improper manner or any defect caused by the negligence or default of the Customer or any third party.  This warranty shall also apply to replacement parts supplied by OPS as at their date of installation.
3.2    The Customer acknowledges that Hardware and Servers (where applicable) will only be subject to relevant manufacturer warranties.

4.    Customer Undertakings: the Customer undertakes that unless otherwise agreed by OPS in writing it shall:

4.1    from the Activation Date be solely responsible for the maintenance, upkeep and repair of all Hardware supplied by OPS which is not covered by the Support Services;
4.2    make available and give unhindered access to the Customer Facilities (subject to reasonable safety and security requirements) as are reasonably necessary for OPS, and furnish such information and documents as may be reasonably required;
4.3    ensure that its employees and other independent contractors co-operate reasonably with OPS and its employees;
4.4    pay all Charges due on time plus VAT;
4.5    not copy System Software (other than for normal operation or backup where the software is installed on client servers) nor otherwise reproduce the same in whole or in part; not use a copy of the System Software unless authorized by OPS  in the event that the System is inoperable or requires or is under repair, until the System is operational; not translate, adapt, vary, modify, disassemble, de-compile or reverse engineer System Software; maintain accurate and up to date records of the number and location of all copies of the System Software;
4.6    where the System Software is installed on Customer hardware replace the current version of the System Software with Remedial Software or Upgraded Software versions forthwith upon receipt; and
4.7    not make available any part of the System Software in any form to any person other than Customer’s employees..

5.    System Software Licences

5.1    OPS is authorised to Licence the Oyez Speech Software, provide the Support Services and to grant sub-licences of all other System Software.  
5.2    On the Activation Date OPS grants and the Customer accepts a non-transferable, non-exclusive Licence to access the System Software on the System or via the Cloud, by the number of users as described in the Customer Order
5.3    Continued use of the Software is subject to the payment of all Charges, including the Licence fee and the Support Services and Maintenance fees.
5.4    Grant of the Licence entitles the Customer to: (a) receive one copy of System Software for use on the System, at each Location, together with the System Documentation; (b) load, install and use the System Software including Cloud installation if specified on the Customer Order (as appropriate to the System) either: (i) for a single user on one Central Processing Unit (CPU) of the System at each Location (a separate licence fee being required, unless OPS agrees otherwise, for each additional CPU or Server upon which Customer wishes to use the System Software); or (ii) if the System is multi-user or networked, for the number of users detailed in the Customer Order; (c) receive a report of errors and patches and receive remedial updates of System Software incorporating the same; (d) receive information on Upgraded Software which is available at such cost as may be notified to Customer.
5.5    Customer shall also be permitted to use System Software on a portable, laptop or home computer.

6.    Charges and Term

6.1    All Charges will be increased on the anniversary of the Activation Date subject to the customer having the right to terminate the agreement should any increase be more than 4% above RPI.
6.2    Annual Maintenance charges are payable annually in advance.  Subject to 6.1 maintenance charges will automatically renew for a further 12 months unless terminated by the Customer in writing 90 days prior to the end of the 12 month period.
6.3    All Charges are payable within 30 days of date of invoice and are non refundable.

7.    System Software Support

7.1    OPS will provide System Software Support Services in accordance with these terms and conditions which include releases of Remedial Software and Upgraded Software but may not include new versions of the System Software.
7.2    OPS shall be entitled to charge for Additional Services Charges provided at the Customer’s request.
7.3    Unless agreed by OPS in writing the following are not included in Support Services: (i) support of other software, accessories, attachments, machines, systems or other devices not supplied by OPS; (ii) rectification of lost or corrupted data arising for any reason other than OPS’s own negligence; (iii) support rendered more difficult because of any changes, alterations, additions, modifications or variations to the System made by the customer; (iv) attendance to faults caused by operator error or omission; and (v) diagnosis and/or rectification of problems not associated with the System Software.

8.    System Software Use

8.1    The Customer shall use the System Software  solely for business purposes as permitted in this Agreement and shall not: (i) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the System Software  available to any third party, other than to Users; (ii) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (iii) send or store infringing, obscene, threatening, libellous, or otherwise unlawful or tortious material, including material that is harmful to children or violates third party privacy rights; (iv) interfere with or disrupt the integrity or performance of the Oyez Speech Software or the data contained therein; or (v) attempt to gain unauthorised access to the System Software or its related systems or networks.
8.2    OPS may audit the Customer’s use of the Oyez Speech Software in order to verify compliance with the terms of this Agreement, including without limitation electronic auditing means at any time during the term of this Agreement.  The Oyez Speech Software (and/or future updates thereto) incorporates license management tools and technology to ensure the Customer complies with this Agreement and to allow OPS to exercise self-help remedies in the event that the Customer breaches this Agreement. The Customer consents to such license management tools and technology and authorise OPS to exercise any or all of the capabilities thereof in the event that the Customer breaches any provision of this Agreement.  The Customer consents to the inclusion of license management tools and technology in future updates and versions of the Oyez Speech Software that may be made available to the Customer under this Agreement.

9.    Warranty

9.1     Each party represents and warrants that it has the legal power to enter into this Agreement.  
9.2    Except as specifically set forth in this Agreement, OPS make no warranties or representations, whether express, implied or statutory, regarding or relating to the Service, including but not limited to any warranty or representation that the Service will meet the Customer’s requirements or that the operation thereof or access thereto will be error free.  To the greatest extent allowed by law, OPS specifically disclaim all implied warranties and representations of quality, fitness for a particular purpose, non-infringement of third party rights or arising from a course of dealing, usage or trade practice, except to the extent that any warranties or representations implied by law cannot be validly waived.   
9.3    Although OPS does not warrant that the System Software supplied hereunder shall be free from all known viruses it has used commercially reasonable efforts to check for the most commonly known viruses.

10    Liability

10.1    OPS accepts liability without limit for death or personal injury caused by its negligence whilst performing its obligations.
10.2    For other claims by the Customer for loss suffered as a result of any act or omission of OPS, whether loss or damage is direct or indirect in nature, the aggregate liability of OPS for all claims arising from acts or omissions shall be limited to six month’s Charges.
10.3    Each party agrees that the limitations of liability contained in this Agreement have been discussed, negotiated and agreed between the parties and satisfy the requirement of reasonableness within the meaning of sub-section 2(2) and Section 11 of the Unfair Contract Terms Act 1977.

11.    Copyright, Patent, Trademarks and other Intellectual Property Rights

11.1    The Customer acknowledges that any and all of the copyright, trademarks, trade names, patents and other intellectual property rights subsisting in or used in connection with the System Software shall be and shall remain the sole property of OPS or such other party as may be identified therein or thereon  and the Customer shall not at any time dispute such ownership.
11.2    In the event that new inventions, designs or processes evolve in performance of or as a result of this Agreement, the Customer acknowledges that the same shall be the property of OPS unless otherwise agreed in writing by OPS.
11.3    The Customer shall indemnify OPS fully against all liabilities, costs and expenses which OPS may incur as a result of work done in accordance with Customer’s specifications involving infringement of any patent or other proprietory rights.

12.    Indemnity

12.1    OPS  agrees to indemnify and save harmless and defend at its own expense the Customer from and against any and all claims of infringement of copyright, patents, trademarks, industrial designs or other intellectual property rights affecting the System Software provided that the Customer has: (a) complied with its undertakings and obligations hereunder; and (b) otherwise exercised a reasonable standard of care in preventing such infringement protecting the same failing which the Customer shall indemnify Oyez Speech against all actions, proceedings, costs, claims and expenses incurred in respect thereof.  
12.2    The Customer undertakes that OPS shall be given prompt notice of any claim specified in 12.1 above that is made against the Customer and OPS shall have the right to defend any such claims and make settlement thereof at its own discretion and the Customer shall give such assistance as OPS may reasonably require to settle or oppose any such claims.
12.3    In the event that any such infringement occurs or may occur, OPS may at its sole option and expense: (a) procure for the Customer the right to continue using the System Software or infringing part thereof; or (b) modify or amend the System Software or infringing part thereof so that the same becomes non-infringing; or (c) replace the System Software or infringing part thereof by other software of similar capability;

13.    Confidential Information

13.1    The Customer shall not, without the prior written consent of the other party, disclose or use the Confidential Information.  The Customer agrees that it will treat all Confidential Information with at least the same degree of care as it accords to its own confidential information.  The Customer may not disclose the Confidential Information to any third party, and may only disclose Confidential Information to its employees on a need-to-know basis solely for the purpose of performing its obligations under this Agreement.  The Customer may disclose Confidential Information if required by a governmental agency or by operation of law, provided that the receiving party, in so far as practicable, (i) gives the disclosing party reasonable prior written notice sufficient to permit the disclosing party an opportunity to contest such disclosure, (ii) uses reasonable efforts to obtain confidential treatment for any Confidential Information that is so disclosed; and (iii) such party only discloses such information as is legally required.  The provisions of this section shall survive for a period of three (3) years following the expiration or termination hereof.
13.2    The foregoing provisions shall not prevent the disclosure or use by the Customer of any information which is or hereafter through no fault of the Customer becomes public knowledge or to the extent permitted by law.

14.    Force Majeure

14.1    Neither party will be under any liability to the other for, damage, delay or any other matters of that nature whatsoever arising out of war, rebellion, civil commotion, strikes, lock outs and industrial disputes, fire, explosion, earthquake, acts of God, flood, drought, or bad weather or the requisitioning or other act or order by any Government department, council or other constituted body (“Force Majeure”), provided always that both parties will use all reasonable endeavours (but without an obligation to incur cost) to minimise the period of disruption caused by the Force Majeure.

15.    Termination and Suspension

15.1    Either party may suspend its performance of any obligation hereunder (excepting an obligation for the Customer to pay for any completed and accepted supply by Oyez Speech) if any of the following events occur: (a) the other party is in substantial breach of provision of this Agreement or required by applicable law and fails to remedy such breach (if capable of remedy) within thirty (30) days of having received written notice of breach; (b) the other party enters into administration, receivership, liquidation, a formal arrangement with its creditors or analagous proceedings or procedure, or is otherwise insolvent or ceases or threatens to cease to trade; or (c) a Force Majeure continues for more than three months.
15.2    Either party shall be entitled to terminate the Agreement in the circumstances specified in clause 15.1 provided that: (a) if termination is effected by OPS no refund of Charges shall be payable; (b) if termination is effected by the Customer any refund of Charges shall not include the value of any Hardware and shall take account of the period elapsed prior to notice of termination.
15.3    Upon termination OPS shall withdraw access to the System and the Customer shall ensure that any documentation and hardware not owned by the Customer is returned to OPS as soon as is reasonably practicable.

16.    General

16.1    The terms and conditions represent the whole agreement between the parties in respect of the matters referred to above and shall override any other prior verbal or written understandings.
16.2    No amendment to these terms shall be binding unless made in writing and signed by duly authorised representatives of both parties.
16.3    The Customer shall not assign, charge or otherwise transfer to a third party any of its rights or obligations hereunder without the prior written consent of OPS.
16.4    No waiver of any breach of the other party's obligations hereunder shall represent a waiver of the waiving party's rights hereunder or of any subsequent breach.
16.5    None of the provisions of these terms are intended to or will operate to confer any benefit pursuant to the Contracts (Rights of Third Parties) Act 1999 on a person who is not named as a party to these terms.
16.6    If any provision of these terms is held to be void or unenforceable in whole or in part, these terms shall continue to be valid as to the other provisions thereof and the remainder of the affected provision.
16.7    These terms shall be binding on and shall continue for the benefit of the permitted successors and permitted assigns (as the case may be) of each of the parties hereto.

17.    Applicable Law

17.1    This Agreement shall be governed by and construed in accordance with English law and each party to this Agreement submits to the exclusive jurisdiction of the English courts.


Schedule 1 – Support Agreement

Support Services
The support and maintenance services are included in the Charges. The Customer is required to pay the Charges in order to use the Service and to receive the technical support and maintenance services described herein. Failure to pay the Fee shall constitute a breach of the terms and, in such case, OPS may terminate the Customer’s right to use the Service.

Hardware and Software Maintenance
Subject to the general terms and conditions set forth below, OPS shall provide the following maintenance and support services.
OPS offer an online support desk ticket system, pre logged telephone call back and email support services to Customer’s designated Support Contact, Monday through Friday between 9:00 a.m. and 5:00 p.m. GMT, excluding public holidays.  Services do not include on-site services or system engineering services of any kind unless previously agreed between OPS and the Customer.

Software Correction Services
OPS shall use commercially reasonable efforts to correct or provide a workaround to any error in the Software, which causes a substantial nonconformity to the applicable specifications.  OPS shall use commercially reasonable efforts to respond to the customers support desk queries via OPS online support desk system and or a telephone or email response during business hours.

Updates
OPS shall automatically upload updates to the Software when OPS makes such updates commercially available.
OPS reserves the right to charge additional fees for providing new versions of the Software.

Services shall not be provided for any problems, defects or errors in the Software that are caused by Customer’s use of the Software in a manner not approved by OPS.

Excluded from Support Services
The following items are excluded from the support contract: Customer PC failures, crashes or issues Misuse of the Software; Customer PC failure causing failure with the System; product; Customer modification to the System Software; Customer errors; Acts of God, Fire and Vandalism.

Helpdesk

09.00 – 17.00 for all user support calls. On-line support from the following website – www.dmssupport.helpdeskconnect.com/

Hardware Support

 All hardware covered for a two year period for repair/replacement or as per manufacturers warranty if different. Normal wear and tear will not be covered under the maintenance.

Support Services Response Times

Severity Level Definition Initial Response Time from received notification of fault

Target Resolution Time from logging fault





1

Extensive Fault:

Complete System failure resulting in severe disruption to normal business operation

        1 Hour

        4 Working Hours





2

Significant Fault:

The System fails to operate in accordance with Specification and the failure is causing disruption to normal business operation

        2 Hours

        8 Working Hours





3

Minor Fault:

Any fault other than and Extensive or a Significant Fault.

        4 Hours

        24 Hours






OPS does not guarantee back up or storage of Data other than that which enables normal operation and restore of the System, in which case a maximum of 30 days Data is recoverable

Where the System Software is hosted by OPS Service, commercially reasonable efforts are made to make the Service available 99.9% of the time, 24 hours a day, 7 days a week, except for planned downtime. Commercially reasonable efforts will be made to give at least 8 hours notice of any planned downtime which shall be schedule to the extent reasonably practicable during weekend hours.

Additional Services
Additional Services will be chargeable in accordance with the pricing that prevails at that time.























OyezSpeech DD T&C’s Jan18
                            


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