Software Licence Agreement - Terms and Conditions

Please read these Terms and Conditions carefully. These Terms and Conditions together with the Order Form and our Privacy Policy and Cookie Policy (the "Agreement") set out the terms on which MVP Communications licences use of the Software (defined below). By entering into an agreement with MVP Communications in respect of the Software, or by downloading, installing or using the Software, you are agreeing to be bound by the terms that appear below.

  1. Definitions

    1. 'Authorised User' shall have the meaning given in clause 2.2.

    2. 'Licence Fee' means the initial fee payable by the Licensee for a license or licences of the Software, as set out in the Order Form.

    3. 'Licensee' means the individual, business, organisation or other natural or legal person who is detailed in the Order Form and who has acquired a license or licences to use the Software from MVP Communications. 


    4. 'MVP Communications' means MVP Communications Limited a company registered in England and Wales under company number 12110664 with its registered office at 26 Waterlow Road, Reigate, UK. 


    5. 'Order Form' means the hard copy or online order form or other document which references these Terms and Conditions. 


    6. 'Software' means the current version of the applicable TALKTYPE software product, for which the Licensee has purchased a licence, as detailed in the Order Form, together with any updates or new releases to that software which may be made available to the Licensee pursuant to clause 5. Further details of the different TALKTYPE software products which are available from MVP Communications, under these Terms and Conditions, are set out in ANNEX 1.

    7. Support and Updates Fee’ means the fees payable to MVP Communications pursuant to clause 5.1 for the provision of continued support and updates in relation to the Software.

  2. Licence to use the Software

    1. On payment of the applicable Licence Fee in full, MVP Communications grants to the Licensee a limited, non-exclusive, non-transferable and perpetual licence to use the Software, subject to and in accordance with these terms of this Agreement. Each full licence of the Software permits the Licensee to do the following:

      1. install the Software on a single computer owned, leased and/or controlled by the Licensee (or, if applicable, its Authorised Users) with a total of not more than one (1) installation per computer (or Authorised User);

      2. use the Software (or, where applicable, permit its Authorised Users to use the Software) solely for the purposes for which it is intended, namely as a speech recognition tool to convert dictated words into typed text; and

      3. make reasonable number of copies of the Software for back-up, archival or other security purposes. 


    2. Where the Licensee has purchased the Software for use by third parties, such as its personnel, students or any other person or individuals ("Authorised Users") the Licensee agrees that it must purchase a licence for each Authorised User and that it shall be responsible for ensuring that all such Authorised Users abide by the terms and conditions of this Agreement.

  3. Restrictions on the Use of the Software

    1. The Licensee shall not (and shall procure that its Authorised Users shall not):

      1. use, copy, modify or transfer the Software or any copy, in whole or in part, except as expressly provided for in this Agreement; 


      2. use the Software on behalf of third parties or to provide a bureau service;

      3. (except as expressly permitted under this Agreement) use the Software (or any part thereof) for monetary or other reward or grant any third party a sub-licence in respect of the Software (or any part thereof);

      4. translate, reverse engineer, decompile, disassemble, modify or create derivative works based on the Software, except as expressly permitted by applicable law; and

      5. delete or obscure any notices of proprietary rights or any product identification or restrictions on or in the Software. 


  4. Ownership of the Software

    1. The Licensee acknowledges and agrees that the Software and all copyright and other intellectual property rights comprised in the Software is and shall remain the property of MVP Communications (or its licensors) and that the Licensee shall not by virtue of this Agreement obtain or claim any right, title or interest in or to the Software or any copyright or intellectual property rights comprised therein except the limited rights of use granted under clause 2 and 3 above.

    2. All rights in the Software not specifically granted by this Agreement are reserved to MVP Communications. The Licensee shall notify MVP Communications immediately if it becomes aware of any unauthorised use of the Software or any part of it by any person.

    3. The Software is licensed only to the Licensee for use by it (and, if applicable, by its Authorised Users). Except as expressly permitted by this Agreement, the Licensee may not (and its Authorised Users may not) rent, lease, sub-license, sell, assign, pledge, transfer 
or otherwise dispose of the Software, on a temporary or permanent basis, without the prior written consent of MVP Communications.

    4. The TALKTYPE brand is the property of MVP Communications and is protected by registered and unregistered trade mark rights.

  5. Support and Updates

    1. Depending on the type of licence the Licensee has purchased, payment of the Licence Fee may entitle the Licensee to receive Support and Updates for an initial period, as detailed in ANNEX 1. Thereafter the Licensee will only continue to receive Support and Updates if it pays an additional annual Support and Updates Fee, as may be stipulated by MVP Communications from time to time.

    2. Support shall comprise the ability of the Licensee to submit a reasonable number of technical queries concerning the Software by email to support@talk-type.com. On receipt of a request for Support MVP Communications will use reasonable endeavours to respond within five (5) working days.

    3. Updates shall comprise access to such updates and new releases to the Software as MVP Communications may make available to its Licensees from time to time.

  6. Payment of Fees

    1. The Licence Fee and any Support and Updates Fee shall be as set out in the Order Form, or as stipulated by MVP Communications from time to time, and shall be paid in advance by such method(s) as MVP Communications may reasonably require from time to time. 


    2. Unless otherwise stated, the Licence Fee and any Support and Updates Fee shall be exclusive of VAT (if applicable) which the Licensee agrees to pay in addition at the applicable rate on receipt of a valid VAT invoice therefor. 


  7. Licensee's Undertakings

    1. The Licensee agrees to ensure that, prior to use of the Software by any Authorised User for whom the Licensee is responsible, they are notified of the terms of this Agreement and agree to abide by the terms of this Agreement. The Licensee shall be responsible for all use of the Software which is made by any of its Authorised Users, and for their compliance with the terms of this Agreement. 


    2. The Licensee agrees to reproduce and include all copyright notices (or such other party’s copyright notices as specified on the Software) on all and any copies of the Software, including any partial copies of the Software.

  8. Consumer Cancellation Rights

    1. For the purposes of this clause you are a "Consumer" if: (i) you are an individual; and (ii) you are purchasing a licence to use the Software wholly or mainly for personal use (i.e. not for use in connection with your trade, business, craft or profession).

    2. If you are a Consumer, and you have purchased a licence to use the Software, you have a legal right to change your mind within fourteen (14) days and receive a refund.  These are your rights under the Consumer Contracts Regulations 2013.  You have fourteen (14) days following the day that you purchased a licence to exercise this right.  However, if you download, access or use the Software before this period ends, you understand and agree that you will lose your right to change your mind and cancel your contract, as soon as you have done so.

    3. If you have changed your mind, and have not downloaded or accessed or used the Software, and wish to exercise your rights under the Consumer Contracts Regulations 2013, please let us know by either: (i) emailing us at to support@talk-type.com; or (ii) printing off the form appended to these terms and conditions at ANNEX 2 and sending it to us at the address given in that form.  We will refund to you the Licence Fee you have paid for the Software.   Refunds will be given within fourteen (14) days of you notifying us that you have changed your mind.

    4. In addition, if you are a Consumer, then you may enjoy certain other legal rights and protections under applicable law, in addition to those mentioned in this clause or elsewhere in this Agreement. Nothing in these terms and conditions or our Agreement with you will affect your statutory or legal rights as a Consumer.  

  9. Disclaimers

    1. The Software has been made available by MVP Communications as a tool to assist users to convert dictated words into typed text.  However, MVP Communications does not warrant or guarantee that the functioning or output of the Software will be accurate or error free. In particular (but without limitation), MVP Communications does not warrant or guarantee that the Software will be capable of identifying, or that it will correctly identify, or convert into text, the correct or intended word spoken or dictated by the user.

    2. By using the Software the Licensee understands and agrees that they remain solely responsible for checking, selecting or using the appropriate terms and words in documents and correspondence which they create.

    3. Accordingly, to the fullest extent permitted by law, MVP Communications disclaims all responsibility and liability to the Licensee and any Authorised Users and any third party resulting from any user using incorrect or inappropriate terms or words in any document or correspondence, whether as a result of their use of the Software or otherwise.

  10. Limited warranty

    1. If the Licensee purchases a licence of the Software and has paid the applicable Licence Fee in full, MVP Communications warrants that the Software will for a period of thirty (30) days after the date of purchase (the "Warranty Period") perform substantially in accordance with its description as detailed in the relevant technical specification published by MVP Communications from time to time. If, pursuant to this clause the Licensee notifies MVP Communications of any material and demonstrable errors in the Software during the Warranty Period, MVP Communications will (at its option) either: (i) use reasonable endeavours to correct any such errors in the Software; or (ii) refund the Licence Fee to the Licensee. The provisions of this clause set out the Licensee's sole remedy and MVP Communications's entire liability to the Licensee for any breach of the Warranty set out in this clause.

    2. MVP Communications shall not be liable under the warranty above if the Software fails to operate in accordance with the said warranty as a result of any modification, variation or addition to the Software not performed by MVP Communications or caused by any abuse, corruption or incorrect use of the Software, including use of the Software with equipment or other software which is incompatible.

    3. The warranty given in clause 10.1 is given in lieu of any other warranties, representations or guarantees of any kind, either express or implied, including, but not limited to, any implied warranties of quality, merchantability, fitness for a particular purpose or ability to achieve a particular result. MVP Communications does not warrant that the Software will meet the requirements of any Licensee or Authorised User or that its operation will be uninterrupted or error free or that any errors can be corrected. 


  11. Limitation of liability

    1. Save as provided in clause 11.5, in no event will MVP Communications be liable to the Licensee or to any Authorised User for any lost profits, lost savings, loss of data, loss of business or any indirect, special, incidental or consequential damages arising out of the use of or inability to use the Software, even if MVP Communications has been advised of the possibility of such damages. 


    2. In particular, but without limitation to the generality of clause 11.1, the Licensee shall (and Authorised Users shall) use the Software and rely on the results and data generated at their own risk and MVP Communications shall not be liable for any loss or damage howsoever arising directly or indirectly as a result of any use or reliance on the Software.

    3. Subject to clause 11.5, if MVP Communications is found by any court of competent jurisdiction to be liable to pay damages or compensation in connection with this Agreement its liability shall in no circumstances exceed an amount equal to the Licence Fee and any Support and Updates Fees paid by the Licensee under this Agreement.

    4. The Licensee acknowledges that MVP Communications could not economically make the Software available for the stated Licence Fee if it did not limit its liability. Accordingly, the Licensee acknowledges that the limitations and exclusions set out in clause 10 and 11 reasonable in all the circumstances. 


    5. Nothing in this Agreement shall apply to the extent that it limits or excludes MVP Communications's liability for fraudulent misrepresentation or for death or personal injury due to its negligence. If you are entering into this agreement as a Consumer, your rights as such are not affected by these Terms and Conditions.

  12. Term

    1. This Agreement and the licence granted under it is effective until terminated. The Licensee may terminate it at any time by deleting or destroying all copies of the Software in its (and, where applicable, its Authorised Users') possession or control. It will also terminate upon conditions set out elsewhere in this Agreement or if the Licensee or any Authorised User for which it is responsible fails to comply with any term or condition of this Agreement.

    2. MVP Communications shall have the right, on giving reasonable notice in writing, to terminate the Licensee's right to use the Software in the event that MVP Communications ceases to have the right to continue to permit the Licensee to use the same.

    3. The Licensee agrees upon termination or expiry of this Agreement for any reason to cease all use of the Software (and procure that its Authorised Users cease all use of the Software) and to delete or destroy all copies of the Software in its possession or control. 


  13. Data Protection and Privacy

    1. MVP Communications will collect and process personal data concerning the Licensee and/ or its personnel and Authorised Users and their use of the Software, in accordance with its Privacy Policy and Cookie Policy in force from time to time, copies of which are available at https://talk-type.com/privacy-policy.

    2. The Licensee acknowledges and agrees that the Software can be voice activated and will therefore be "listening" for activation commands in the background when it is open/ enabled but not being used. However, MVP Communications will not collect or process any audio data during such periods except for the purposes of providing the voice activation functionality.

    3. The Licensee also acknowledges that by default the Software will collect and store (remotely) data concerning the Licensee's (and its Authorised User's) use of the Software including details of corrections to words made by users. MVP Communications may use this data for the purposes of improving the Software for specific user or generally. If the Licensee (or any Authorised User) does not wish to share this data with MVP Communications the Software can be configured accordingly.  

  14. Third Party Software Components

    1. The Software may contain, or work in conjunction with, certain third party and/ or open-source software and software components details of which will be published at https://talk-type.com/components.rom time to time.

    2. In addition, to the terms and conditions contained in this Agreement, the Licensee agrees to abide by any applicable licence provisions or terms governing the use of such third party and/ or open-source software and/ or software components. 

  15. General

    1. The Licensee agrees that MVP Communications shall have the right, after supplying undertakings as to confidentiality, to audit any computer systems on which the Software is installed in order to verify compliance with this Agreement.

    2. This Agreement constitutes the complete and exclusive statement of the Agreement between MVP Communications and the Licensee with respect to the subject matter of this Agreement and supersedes all proposals, representations, understandings and prior agreements, whether oral or written, and all other communications between us relating to that subject matter. The terms of this Agreement may only be varied by agreement in writing. 


    3. Any clause in this Agreement that is found to be invalid or unenforceable shall be deemed deleted and the remainder of this Agreement shall not be affected by that deletion.

    4. Failure or neglect by either party to exercise any of its rights or remedies under this Agreement will not be construed as a waiver of that party’s rights nor in any way affect the validity of the whole or part of this Agreement nor prejudice that party’s right to take subsequent action. 


    5. This Agreement is personal to the Licensee and the Licensee may not assign, transfer, sub-contract or otherwise part with this Agreement or any right or obligation under it without MVP Communications’s prior written consent. 


    6. This Agreement shall be governed by and construed in accordance with the laws of England and Wales and the parties agree to submit to the non-exclusive jurisdiction of the English Courts. 


    7. Any questions concerning the Software or this Agreement should be sent to MVP Communications using the contact details below: 


Address: Lodge House, Springmeadow Lane, Uppermill, OL3 6HW, UK.

Email: hello@talk-type.com

Website: www.talk-type.com

These Terms and Conditions were last updated on 06.05.2020

ANNEX 1

TALKTYPE SOFTWARE PRODUCTS

The TALKTYPE product range assists you to convert spoken/ dictated words into typed text.

The following TALKTYPE products are currently available:

Product

Description

TALKTYPE Professional

This is a basic product designed to help convert general spoken words (but not specialist words) into text. Each licence allows you to install and use the Software on a single machine (per licence). Support and Updates for twelve (12) months after you purchase a licence is included in the Licence Fee.

TALKTYPE Medical

This product is designed to help convert general spoken words, as well as some specialist medical words, into text. Each licence allows you to install and use the Software on a single machine (per licence). Support and Updates for twelve (12) months after you purchase a licence is included in the Licence Fee.

TALKTYPE Legal

This product is designed to help convert general spoken words, as well as some specialist legal words, into text. Each licence allows you to install and use the Software on a single machine (per licence). Support and Updates for twelve (12) months after you purchase a licence is included in the Licence Fee.

TALKTYPE Education

This product is designed to help convert general spoken words, as well as some specialist medical and legal words, into text. Each licence allows you to install and use the Software on a single machine (per licence). Support and Updates for twelve (12) months after you purchase a licence is included in the Licence Fee.

ANNEX 2

CONSUMER CANCELLATION FORM

MODEL CANCELLATION FORM FOR CONSUMER CUSTOMERS

(Complete and return this form only if you wish to withdraw from the contract)

To:       MVP Communications Limited, Lodge House, Springmeadow Lane, Uppermill, OL3 6HW, UK.

I/ We [*] hereby give notice that I/We [*] cancel my/our [*] contract for the supply of the following software,

Ordered on,

Name of Consumer(s),

Address of Consumer(s),

Signature of Consumer(s) (only if this form is notified on paper)

Date

[*] Delete