(a)

A button and widget that can be added to an existing website which allows anyone to send voxes (Vox Plugin Channel) and

(b)

A web page with a public URL which displays a widget to allow anyone to send voxes without requiring an existing online presence (Vox Hosted Channel) and

(c)

A software-as-a-service application to allow you and your Individual Users to set up Vox Plugin Channels and Vox Hosted Channels, to receive voxes sent via those channels and to reply to them.

2.1

Telbee will provide the Services to you at the rates and for the fees (“Fees”) described on the Pricing page, linked here and incorporated into these Terms. We may revise the Fees at any time. The new Fees will only apply to new accounts. If you already have an account, your Fees are indicated in the billing section of the application.

2.2

Your account will be automatically charged in advance. Telbee will issue invoices (including VAT, where applicable) under the following conditions:

(a)

immediately when you top up Vox minutes or Transcription minutes, whether manually or through the auto top-up feature in the application.

(i)

Vox minutes are deducted for voxes received and sent rounding up to the nearest second.

(ii)

Transcription minutes are deducted for voxes transcribed rounding up to the nearest 15 seconds.

(b)

monthly or annually when you buy additional seats. 

(i)

You can choose to buy seats for monthly and yearly periods. 

2.3

All Fees are exclusive of VAT, and are non-refundable. 

2.4

If you fail to make any payment due to Telbee under these terms by the due date for payment, then, without limiting Telbee's remedies, you shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment.  Interest under this clause will accrue each day at 4% a year above the Bank of England's base rate from time to time but at 4% a year for any period when that base rate is below 0%. 

3.1

THE SERVICES ARE PROVIDED “AS IS”. OTHER THAN FOR THE EXPRESS WARRANTIES CONTAINED IN THIS CLAUSE 3, TELBEE HEREBY MAKES NO FURTHER WARRANTIES, WHETHER EXPRESSED OR IMPLIED, AND HEREBY DISCLAIMS AND NEGATES ALL OTHER WARRANTIES, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR OTHER VIOLATION OF RIGHTS INFRINGEMENT.

3.2

Each of the parties warrants to the other that it has full power and authority to enter into and perform these terms.

3.3

You represent and warrant that you will comply with all applicable laws and regulations when using the Services. You agree to provide and maintain a legally adequate privacy policy that accurately discloses your practices with respect to the collection, use, and disclosure of Personal Data, including Personal Data collected through your use of the Services.

3.4

These terms set out the full extent of Telbee’s obligations and liabilities in respect of the supply of the Software. All conditions, warranties or other terms concerning the Software which might otherwise be implied into these terms or any collateral contract (whether by statute or otherwise) are hereby expressly excluded.

4.1

Nothing in these terms shall operate to exclude or limit Telbee’s liability for:

(a)

(b)

any breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or

(c)

fraud; or

(d)

any other liability which cannot be excluded or limited under applicable law.

4.2

Neither party shall be liable under or in connection with these terms or any collateral contract for any:

(a)

loss of revenue;

(b)

loss of actual or anticipated profits;

(c)

loss of contracts;

(d)

loss of the use of money;

(e)

loss of anticipated savings;

(f)

loss of business;

(g)

loss of opportunity;

(h)

loss of goodwill;

(i)

loss of reputation;

(j)

loss of, damage to or corruption of data; or

(k)

any indirect or consequential loss,

3.4

Subject to clause 4.1, either party’s aggregate liability in respect of claims based on events in any calendar year arising out of or in connection with these terms or any collateral contract, whether in contract or tort (including negligence) or otherwise, shall in no circumstances exceed 100% of the total Fees payable by you to Telbee under these terms in that calendar year.

5.1

All Intellectual Property Rights in the Services and any works arising in connection with the performance of the Services by Telbee (Works) shall be the property of Telbee, and Telbee hereby grants to you and your Individual Users a limited, non-exclusive and non-transferable licence to such Intellectual Property Rights for the purposes of accessing and managing the content and the functionalities of the Services.

5.2

You shall indemnify Telbee against all damages, losses and expenses arising as a result of any action or claim that the content infringe any Intellectual Property Rights of a third party.

5.3

Telbee shall indemnify you against all damages, losses and expenses arising as a result of any action or claim that the Works infringe the Intellectual Property Rights of a third party.

6.1

You acknowledge that Telbee has no control over any content sent using the Services by End Users, by Individual Users and by you and does not purport to monitor the content of the Services. Telbee reserves the right to remove content from the Services where it reasonably suspects such content is Inappropriate Content (Inappropriate Content means content such as material which is obscene, indecent, pornographic, seditious, offensive, defamatory, threatening, liable to incite racial hatred or acts of terrorism, menacing, blasphemous or in breach of any third party Intellectual Property Rights). Telbee shall notify you if it becomes aware of any allegation that content on the Services may be Inappropriate Content. 

7.1

Data Protection Legislation: the UK Data Protection Legislation and (for so long as and to the extent that the law of the European Union has legal effect in the UK) the General Data Protection Regulation ((EU) 2016/679) (GDPR) and any other directly applicable European Union regulation relating to privacy.

7.2

Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause is in addition to, and does not relieve, remove or replace, a party's obligations under the Data Protection Legislation. 

7.3

In particular, you undertake to comply with applicable requirements relating to the right to information, and will include the following section (or similar) within your privacy policy (or equivalent):

"We use Telbee’s services to allow you to send us voice messages and for us to reply to you. Telbee has developed services to facilitate this communication. They store and process any personal details contained in the messages and in the form you fill to get a reply. They process personal data on our behalf and have signed a Data Protection Agreement with us to that end, in line with the GDPR requirements. For further details about how they use your data, please read their Privacy Policy (https://www.telbee.io/privacy/)".

7.4

The parties acknowledge that for the purposes of the Data Protection Legislation, you are the data controller and Telbee is the data processor (where Data Controller and Data Processor have the meanings as defined in the Data Protection Legislation). Schedule 1 sets out the scope, nature and purpose of processing, the duration of the processing and the types of Personal Data and categories of Data Subject, which for the avoidance of doubt are incorporated in these terms.

7.5

Without prejudice to the generality of clause 7.2, you will ensure that you have all necessary appropriate consents and notices in place, including up to date privacy and cookie policies, to enable lawful transfer of the Personal Data to Telbee for the duration and purposes of these terms.

7.6

Without prejudice to the generality of clause 7.2, Telbee shall, in relation to any Personal Data processed in connection with the performance by Telbee of its obligations under these terms:

(a)

process that Personal Data only on your written instructions unless Telbee is required by Applicable Laws to otherwise process that Personal Data. Where Telbee is relying on laws of a member of the European Union or European Union law as the basis for processing Personal Data, Telbee shall promptly notify you of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit Telbee from so notifying you;

(b)

ensure that it has in place appropriate technical and organisational measures, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);

(c)

not transfer any Personal Data outside the European Economic Area except where the following conditions are fulfilled:

(i)

You have provided appropriate safeguards in relation to the transfer including Privacy Shield certification;

(ii)

the Data Subject has enforceable rights and effective legal remedies;

(iii)

Telbee complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and

(iv)

Telbee complies with reasonable instructions notified to it in advance by you, at your cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

(d)

notify you without undue delay on becoming aware of a Personal Data breach;

(e)

at your written direction, delete your Personal Data and copies thereof on termination of the agreement unless required by Applicable Law to store the Personal Data; and

(f)

maintain complete and accurate records and information to demonstrate its compliance with this clause 7.

7.7

You consent to Telbee appointing the third party processors listed on our Subprocessors page.

7.8

You agree that Telbee is entitled to use third party processors of Personal Data to perform and provide the Services. Telbee shall provide you with 14 days’ written notice of the appointment of any other third-party processor of Personal Data. 

8.1

These terms shall commence on the date of acceptance of these terms and shall continue for a period of 1 year unless terminated in accordance with this clause. These terms are automatically renewed every year on the anniversary date. 

8.2

You can terminate these terms on deletion of your account in your dashboard. We will retain your data for 14 days to allow you to restore your account. We reserve the right to contact you directly to confirm the deletion of your account before doing so.

8.3

We may terminate or suspend access to our Services immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach these Terms.

8.4

On termination of these terms:

(a)

Telbee will not refund any Fees;

(b)

All licences granted by Telbee to you and your Individual Users under these terms shall terminate immediately; and 

(c)

Your data will be erased, excepted your invoicing information that we must keep for regulatory and tax purposes for a period of 7 years. 

8.5

On expiry or termination of these terms, all provisions of these terms shall cease to have effect, except that any provision of these terms that expressly or by implication is intended to come into or continue in force on or after termination or expiry of these terms shall remain in full force and effect.

10.1

Confidential Information means all information, whether technical or commercial (including all specifications, drawings and designs, disclosed in writing, on disc, orally or by inspection of documents or during discussions between the parties), where the information is:

(a)

identified as confidential at the time of disclosure; or

(b)

ought reasonably to be considered confidential given the nature of the information or the circumstances of disclosure.

10.2

Each party shall protect the Confidential Information of the other party against unauthorised disclosure by using the same degree of care as it takes to preserve and safeguard its own Confidential Information of a similar nature, being at least a reasonable degree of care. 

10.3

Confidential Information may be disclosed by the receiving party to its employees, affiliates and professional advisers, provided that the recipient is bound in writing to maintain the confidentiality of the Confidential Information received.

10.4

The obligations set out in this clause 10 shall not apply to Confidential Information that the receiving party can demonstrate:

(a)

is or has become publicly known other than through breach of this clause 10; or

(b)

was in the possession of the receiving party prior to disclosure by the other party; or

(c)

was received by the receiving party from an independent third party who has full right of disclosure; or

(d)

was required to be disclosed by a governmental authority, provided that the party subject to such requirement to disclose gives the other party prompt written notice of the requirement.

10.5

The obligations of confidentiality in this clause 10 shall not be affected by the expiry or termination of these terms.

13.1

These terms constitute the entire agreement between the parties relating to its subject matter and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

13.2

Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these terms. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in these terms.

14.1

These terms do not give rise to rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these terms. 

14.2

The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under these terms are not subject to the consent of any other person.

17.1

If any provision or part-provision of these terms is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of these terms.

17.2

If any provision or part-provision of these terms is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

18.1

Nothing in these terms is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.

18.2

Each party confirms it is acting on its own behalf and not for the benefit of any other person.