1.1 ‘Authorised User’ shall have the meaning given in clause 2.2.
1.2 ‘CareScribe’ means CareScribe Limited a company registered in England and Wales under company number 11309937 with its registered office at 33B Springmeadow Lane, Uppermill, Oldham, United Kingdom, OL3 6HW.
1.3 ‘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 CareScribe.
1.4 ‘‘Subscription Fee’ means the monthly or annual subscription fee payable by the Licensee for a license or licences of the Software, as set out in the Order Form or stipulated by Carescribe from time to time.
1.5 ‘Subscription Term’ means the term of Licensee’s licence to use the Software (being monthly or annual), as set out in the Order Form.
1.6 ‘Order Form’ means the hard copy or online order form, issued by Carescribe and under which the Licensee has ordered a licence, or licences, to use the Software.
1.7 ‘Software’ means the current version of the 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 TALKTYPE software product are set out in ANNEX 1. The Software licensed under this Agreement does not include any other Carescribe software products, including the Caption.Ed product, terms for which can be found at https://talk-type.com/terms-and-conditions/.
1.8 ‘Term’ means the term of this Agreement as detailed in clause 12.
1.9 ‘Trial Period’ means the optional seven (7) day trial period for the Software.
2.1 If the License has selected a free trial of the Software, Carescribe grants to the Licensee a limited, non-exclusive, non-transferable licence to use the Software free of charge for the Trial Period for the sole purpose of evaluating whether it wishes to purchase a full licence of the Software.
2.2 The licence granted under clause 2.1 will terminate automatically at the end of the Trial Period, unless the Licensee has purchased (and paid for) a full licence of the Software pursuant to clause 3. If the Licensee has not purchased (and paid for) a full licence of the Software at the end of the Trial Period, it must make no further use of the Software after the end of the Trial Period and must permanently delete and erase all copies of the Software from its computer systems.
2.3 The Licensee may only benefit from one free trial of the Software and if Carescribe discovers that the Licensee (or any Authorised Users for which it is responsible) has requested or benefitted from more than one free trial, or continued using the Software after the end of the Trial Period, the Licensee will become liable to pay the applicable Monthly Subscription Fees in full.
3.1 On purchasing a full licence to use the Software and on payment of the applicable Subscription Fee in full, CareScribe grants to the Licensee a limited, non-exclusive, non-transferable licence to use the Software during the Term, subject to and in accordance with these terms of this Agreement. Each full licence of the Software permits the Licensee to do the following:
3.1.1 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);
3.1.2 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
3.1.3 make reasonable number of copies of the Software for back-up, archival or other security purposes.
3.2 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.
4.1 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 CareScribe (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.
4.2 All rights in the Software not specifically granted by this Agreement are reserved to CareScribe. The Licensee shall notify CareScribe immediately if it becomes aware of any unauthorised use of the Software or any part of it by any person.
4.3 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 CareScribe.
4.4 The TALKTYPE brand is the property of CareScribe and is protected by registered and unregistered trade mark rights.
5.1 During the Term, the Licensee shall be entitled to receive Updates to the Software and Support.
5.2 Updates shall comprise access to such updates and new releases to the Software as CareScribe may make generally available to its Licensees from time to time.
5.3 Support shall comprise the ability of the Licensee to submit a reasonable number of technical queries concerning the Software by email to email@example.com. On receipt of a request for Support CareScribe will use reasonable endeavours to respond within five (5) working days.
6.1 The Subscription Fees shall be as set out in the Order Form, or as stipulated by CareScribe from time to time, and shall be payable monthly or annually (as applicable) in advance, by such method(s) as CareScribe may reasonably require from time to time, during the Term.
6.2 If the Licensee has opted for a free-trial of the Software, the Licensee agrees that Carescribe may start collecting (or invoicing the Licensee for) the Subscription Fee at the end of the Trial Period, unless the Licensee has notified Carescribe in writing before the end of the Trial Period, that it does not wish to purchase a full licence to use the Software.
6.3 Unless otherwise stated, the Subscription 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.
6.4 CareScribe shall be entitled to increase or vary the Subscription Fee due under this Agreement at the end of the Licensee’s Subscription Term (or any Renewal Term), at any time by notifying the Licensee in writing at least thirty (30) days before the increased or varied Subscription Fee will come into effect.
7.1 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.
7.2 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.
8.1 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).
8.2 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.
8.3 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 firstname.lastname@example.org; 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.
8.4 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.
9.1 The Software has been made available by CareScribe as a tool to assist users to convert dictated words into typed text. However, CareScribe does not warrant or guarantee that the functioning or output of the Software will be accurate or error free. In particular (but without limitation), CareScribe 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.
9.2 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.
9.3 Accordingly, to the fullest extent permitted by law, CareScribe 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.
10.1 If the Licensee has selected a free-trial of the Software, then during the Trial Period the Software is provided free of charge for evaluation purposes only and on a “AS IS” basis without any warranties, representations or guarantees of any kind, whether express or implied, all of which are excluded to the fullest extent permitted by law.
10.2 If the Licensee purchases a full licence of the Software and has paid the applicable Subscription Fees in full, CareScribe warrants that the Software will for a period of one (1) month after the date of first purchase of a full licence (the “Warranty Period“) perform substantially in accordance with its description as detailed in the relevant technical specification published by CareScribe from time to time. If, pursuant to this clause the Licensee notifies CareScribe of any material and demonstrable errors in the Software during the Warranty Period, CareScribe will (at its option) either: (i) use reasonable endeavours to correct any such errors in the Software; or (ii) refund any Licence Fees paid by the Licensee during the Warranty Period. The provisions of this clause set out the Licensee’s sole remedy and CareScribe’s entire liability to the Licensee for any breach of the Warranty set out in this clause.
10.3 CareScribe 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 CareScribe 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.
10.4 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. CareScribe 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.
11.1 Save as provided in clause 11.5, in no event will CareScribe 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 CareScribe has been advised of the possibility of such damages.
11.2 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 CareScribe 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.
11.3 Subject to clause 11.5, if CareScribe 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 Subscription Fees paid by the Licensee under this Agreement.
11.4 The Licensee acknowledges that CareScribe could not economically make the Software available for the stated Monthly Subscription Fees 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.
11.5 Nothing in this Agreement shall apply to the extent that it limits or excludes CareScribe’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.
12.1 This Agreement and the licence granted under it shall continue in force for any Trial Period (if applicable) and (if the Licensee purchases a full licence to use the Software) for the Subscription Term, after which it shall automatically renew for consecutive periods of equal duration to the Subscription Term (each a “Renewal Term“), unless and until terminated in accordance with clause 8 or clause 12.2, 12.3 or 12.4 below.
12.2 The Licensee may terminate this Agreement at any time by giving Carescribe not less than thirty (30) days’ notice in writing, in which event this Agreement (and the Licensee right to use the Software) will terminate with effect from the end of the Subscription Term or Renewal Term in which the Licensee’s notice to terminate expires.
12.3 Carescribe may terminate this Agreement with immediate effect, by notice in writing to the Licensee, if the Licensee, or any Authorised User for which it is responsible, fails to comply with any term or condition of this Agreement.
12.4 CareScribe shall have the right, on giving reasonable notice in writing, to terminate the Licensee’s right to use the Software in the event that CareScribe ceases to have the right to continue to permit the Licensee to use the same.
12.5 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.
13.2 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, CareScribe will not collect or process any audio data during such periods except for the purposes of providing the voice activation functionality.
13.3 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. CareScribe may use this data for the purposes of improving the Software for specific users or generally
14.1 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 talk-type.com/open-source from time to time.
14.2 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.
15.1 The Licensee agrees that CareScribe 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.
15.2 This Agreement constitutes the complete and exclusive statement of the Agreement between CareScribe 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 the parties relating to that subject matter. The terms of this Agreement may only be varied by agreement in writing.
15.3 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.
15.4 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.
15.5 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 CareScribe’s prior written consent.
15.6 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.
15.7 Any questions concerning the Software or this Agreement should be sent to CareScribe using the contact details below:
Address: Lodge House, Springmeadow Lane, Uppermill, OL3 6HW, UK.
These Terms and Conditions were last updated on 20.12.2021
TALKTYPE SOFTWARE PRODUCT
The TALKTYPE product assists users to convert spoken/ dictated words into typed text. Note: the Software licensed under this Agreement does not include any other Carescribe software product, including the Caption.Ed product. Caption.Ed terms and conditions can be found separately at https://caption-ed.com/terms-and-conditions/.
CONSUMER CANCELLATION FORM
CANCELLATION FORM FOR CONSUMER CUSTOMERS
(Complete and return this form only if you wish to withdraw from the contract)
To: CareScribe 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,
Name of Consumer(s),
Address of Consumer(s),
Signature of Consumer(s) (only if this form is notified on paper)
[*] Delete as appropriate