Terms of service
Signapse
Last updated October 28, 2024
Agreed Terms
1. Interpretation
1.1 Definitions:
Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Charges: the charges payable by the Customer for the supply of the Services by Signapse, as set out in the Contract Details.
Conditions: these terms and conditions set out in 1 (Interpretation) to clause 9 (General) (inclusive).
Contract: the contract between the Customer and Signapse for the supply of the Services in accordance with the Contract Details, these Conditions and any Schedules.
Control: has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be construed accordingly.
Customer Materials: the contents of the Customer Website, and all materials, specifications and data supplied by the Customer to Signapse.
Deliverables: all videos, documents, products and materials developed by Signapse or its agents, subcontractors and personnel as part of or in relation to the Services in any form, including without limitation data, reports and specifications (including drafts).
Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Machine Learning Model: the output of a machine learning algorithm run on data including Customer Material. It is made up of both Model Data and a procedure for how to use the Model Data to make a prediction on new data. The Machine Learning Model is the “thing” that is saved after running a machine learning algorithm on data that includes Customer Material and is the rules, numbers, and any other algorithm-specific data structures needed to make predictions.
Model Data: the set of coefficients and/or parameters and/or some/all of the training data obtained from running a machine learning algorithm on training data.
Services: the services, including without limitation any Deliverables, to be provided by Signapse pursuant to the Contract, as described in the Contract Details.
Services Start Date: the day on which Signapse is to start provision of the Services, as set out in the Contract Details.
Signapse IPRs: all Intellectual Property Rights subsisting in the Deliverables excluding any Customer Materials incorporated in them.
Video Translation Product: Signapse video translation service, as further set out in the Contract Details (if such service has been selected by the Customer).
Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
Vulnerability: a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability, and the term
Vulnerabilities shall be construed accordingly.
Web Translation Product: Signapse website translation service, as further set out in the Contract Details (if such service has been selected by the Customer).
1.2 Interpretation:
(a) A reference to legislation or a legislative provision:some text
(i) is a reference to it as amended, extended or re-enacted from time to time; and
(ii) shall include all subordinate legislation made from time to time under that legislation or legislative provision.
(b) Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
(c) A reference to writing or written includes email.
2. Commencement and term
The Contract shall commence on the date when it has been signed by both parties and shall continue, unless terminated earlier in accordance with its terms, until either party gives to the other not less than [NUMBER] months' written notice to terminate, expiring on or after the [first] anniversary of the Services Start Date.
3. Supply of services
3.1 Signapse shall supply the Services to the Customer from the Services Start Date in accordance with the Contract.
3.2. In supplying the Services, Signapse shall:some text
(a) perform the Services with reasonable care and skill;
(b) perform the Services in accordance with the service description set out in the Contract Details;
(c) ensure that any Deliverables, and all goods, materials, standards and techniques used in providing the Services are of satisfactory quality and are fit for purpose;
(d) comply with all applicable laws, statutes, regulations and codes from time to time in force, provided that Signapse shall not be liable under the Contract if, as a result of such compliance, it is in breach of any of its obligations under the Contract;
(e) observe all reasonable health and safety rules and regulations and security requirements that apply at any of the Customer's premises and have been communicated to Signapse, provided that Signapse shall not be liable under the Contract if, as a result of such observation, it is in breach of any of its obligations under the Contract; and
(f) take reasonable care of all Customer Materials in its possession and make them available for collection by the Customer on reasonable notice and request, always provided that Signapse may destroy the Customer Materials if the Customer fails to collect the Customer Materials within a reasonable period after termination of the Contract.
3.3 Signapse:some text
(a) does not warrant that:some text
(i) the Customer's use of the Services or Deliverables will be uninterrupted or error-free;
(ii) that the Services or Deliverables and/or the information obtained by the Customer through the Services will meet the Customer's requirements or be suitable for use with the Customer Website; or
(iii) the Services will be free from Vulnerabilities or Viruses.
(b) is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
4. Customer's obligations
4.1 The Customer shall:
(a) co-operate with Signapse in all matters relating to the Services;
(b) where the Customer has selected the Web Translation Product service:some text
(i) be fully responsible for checking the suitability of, and installing, the Signapse software code on the Customer Website, within 30 days of receipt by the Customer;
(ii) allow Signapse full access to scrape the Customer Website;
(c) where the Customer has selected the Video Translation Product service: some text
(i) provide the video(s) in a standard video format;
(d) provide, in a timely manner, such information as Signapse may reasonably require, and ensure that it is accurate and complete in all material respects.
4.2 If Signapse's performance of its obligations under the Contract is prevented or delayed by any act or omission of the Customer, its agents, subcontractors, consultants or employees, Signapse shall: some text
(a) not be liable for any costs, charges or losses sustained or incurred by the Customer that arise directly or indirectly from such prevention or delay;
(b) be entitled to payment of the Charges despite any such prevention or delay; and
(c) be entitled to recover any additional costs, charges or losses Signapse sustains or incurs that arise directly or indirectly from such prevention or delay.
4.3 The Customer shall not modify any output of the Services, including but not limited to removing any Signapse name and/or logo from the Deliverables, without the written agreement of Signapse.
5. Data protection
The parties shall comply with their data protection obligations as set out in Schedule 1 (Data protection).
6. Intellectual property
6.1 Signapse and its licensors shall retain ownership of all Signapse IPRs and the Services. The Customer and its licensors shall retain ownership of all Intellectual Property Rights in the Customer Materials.
6.2 Signapse grants the Customer, or shall procure the direct grant to the Customer of, a fully paid-up, worldwide, non-exclusive, royalty-free, licence to copy Signapse IPRs for the purpose of receiving and using the Services and the Deliverables in the Customer's business during the term of the Contract.
6.3 The Customer grants Signapse a fully paid-up, worldwide, non-exclusive, royalty-free, non-transferable licence to copy and modify the Customer Materials:some text
(a) for the term of the Contract for the purpose of providing the Services to the Customer in accordance with the Contract; and
(b) on a perpetual and irrevocable basis for the purpose of training its sign language translation Machine Learning Model to automate translation between spoken language or text to photo realistic sign language video (and vise verse).
6.4 Signapse shall indemnify the Customer in full against any sums awarded by a court against the Customer arising out of or in connection with any claim brought against the Customer for infringement of a third party's rights (including any Intellectual Property Rights) arising out of or in connection with the receipt or use of the Services by the Customer.
6.5 The Customer shall indemnify Signapse in full against any sums awarded by a court against Signapse arising of or in connection with any claim brought against Signapse for infringement of a third party's rights (including any Intellectual Property Rights) arising out of, or in connection with, the receipt or use of the Customer Materials by Signapse.
7. Charges and payment
7.1 In consideration for the provision of the Services, the Customer shall pay Signapse the Charges in accordance with this clause 7.
7.2 All amounts payable by the Customer exclude amounts in respect of value added tax (VAT), which the Customer shall additionally be liable to pay to Signapse at the prevailing rate (if applicable), subject to receipt of a valid VAT invoice.
7.3 Signapse shall submit invoices for the Charges plus VAT if applicable to the Customer at the intervals specified in the Contract Details. Each invoice shall include all reasonable supporting information required by the Customer.
7.4 The Customer shall pay each invoice due and submitted to it by Signapse, within 30 days of receipt, to a bank account nominated in writing by Signapse.
7.5 If the Customer fails to make any payment due to Signapse under the Contract by the due date for payment, then, without limiting Signapse's remedies under 9 (Termination):some text
(a) the Customer 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%.
(b) Signapse may suspend all Services until payment has been made in full.
7.6 All amounts due under the Contract from the Customer to Signapse shall be paid by in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
8. Limitation of liability
8.1 The limits and exclusions in this clause reflect the insurance cover Signapse has been able to arrange and the Customer is responsible for making its own arrangements for the insurance of any excess loss.
8.2 References to liability in this 8 include every kind of liability arising under or in connection with the Contract including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
8.3 Neither party may benefit from the limitations and exclusions set out in this clause in respect of any liability arising from its deliberate default.
8.4 Nothing in this 8 shall limit the Customer's payment obligations under the Contract.
8.5 Nothing in the agreement shall limit the Customer's liability under clause 6 of the Contract.
8.6 Nothing in the Contract limits any liability which cannot legally be limited, including but not limited to liability for:some text
(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation; and
(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
8.7 Subject to 8.3 (No limitation in respect of deliberate default), 8.4 (No limitation on Customer's payment obligations), 8.5 (Liability under identified clauses) and 8.6 (Liabilities which cannot legally be limited) Signapse's total liability to the Customer:some text
(a) for loss arising from Signapse's failure to comply with its data processing obligations under 5 (Data protection) shall not exceed £2,000,000; and
(b) for all other loss or damage shall not exceed £100,000.
8.8 The caps liability shall not be reduced by: some text
(a) payment of an uncapped liability;
(b) amounts awarded or agreed to be paid under clause 6; and
(c) amounts awarded by a court or arbitrator, using their procedural or statutory powers in respect of costs of proceedings or interest for late payment.
8.9 Subject to 8.3 (No limitation in respect of deliberate default), 8.4 (No limitation on Customer's payment obligations), 8.5 (Liability under identified clauses) and 8.6 (Liabilities which cannot legally be limited), this 8.9 sets out the types of loss that are wholly excluded:some text
(a) loss of profits;
(b) loss of sales or business;
(c) loss of agreements or contracts;
(d) loss of anticipated savings;
(e) loss of use or corruption of software, data or information;
(f) loss of or damage to goodwill; and
(g) indirect or consequential loss.
8.10 Signapse has given commitments as to compliance of the Services with relevant specifications in 3. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
9. Termination
9.1 Without affecting any other right or remedy available to it, either party to the Contract may terminate it with immediate effect by giving written notice to the other party if:some text
(a) the other party commits a material breach of any term of the Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;
(b) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
(c) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
(d) the other party's financial position deteriorates to such an extent that in the terminating party's reasonable opinion the other party's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
9.2 Without affecting any other right or remedy available to it, Signapse may terminate the Contract with immediate effect by giving written notice to the Customer if:some text
(a) the Customer fails to pay any amount due under the Contract on the due date for payment;
(b) the Customer uses the Services or Deliverables in any way which Signapse (acting reasonably) considers to be detrimental to the reputation of Signapse.
9.3 On termination of the Contract for whatever reason:some text
(a) the Customer shall immediately pay to Signapse all of Signapse's outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, Signapse may submit an invoice, which shall be payable immediately on receipt;
(b) the Customer shall immediately remove and cease use of all Deliverables and the Service;
(c) any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect; and
(d) termination or expiry of the Contract shall not affect any of the rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
10. General
10.1 Force majeure. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.
10.2 Assignment and other dealings.
(a) The Customer shall not assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract without Signapse's prior written consent.
(b) Signapse may at any time assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights under the Contract.
10.3 Confidentiality.
(a) Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group to which the other party belongs, except as permitted by 10.3. For the purposes of this 10.3, group means, in relation to a party, that party, any subsidiary or holding company from time to time of that party, and any subsidiary from time to time of a holding company of that party.
(b) Each party may disclose the other party's confidential information:some text
(i) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of carrying out the party's obligations under the Contract. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this se 10.3; and
(ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
(c) Neither party shall use any other party's confidential information for any purpose other than to perform its obligations under the Contract.
10.4 Entire agreement.
(a) The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
(b) Each party acknowledges that in entering into the Contract it does not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
10.5 Variation. No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
10.6 Waiver.
(a) A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
(b) A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
10.7 Severance. If any provision or part-provision of the Contract 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 10.7 shall not affect the validity and enforceability of the rest of the Contract.
10.8 Notices.
(a) Any notice given to a party under or in connection with the Contract shall be in writing and shall be:some text
(i) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
(ii) sent by email to the other party’s main email address.
(b) Any notice shall be deemed to have been received:some text
(i) if delivered by hand, at the time the notice is left at the proper address;
(ii) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or
(iii) if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this 10.8(b)(iii), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
(c) This 10.8 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
10.9 Third party rights.
The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
10.10 Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by, and construed in accordance with the law of England and Wales.
10.11 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.
Schedule 1
Data protection
DEFINITIONS:
Controller, Processor, Data Subject, Personal Data, Personal Data Breach, processing and appropriate technical and organisational measures: as defined in the Data Protection Legislation.
Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR; the Data Protection Act 2018 (DPA 2018) (and regulations made thereunder) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of Personal Data (including, without limitation, the privacy of electronic communications);
Domestic Law: the law of the United Kingdom or a part of the United Kingdom.
EU GDPR: the General Data Protection Regulation ((EU) 2016/679).
EU Law: the law of the European Union or any member state of the European Union.
UK GDPR: has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.
1. DATA PROTECTION
1.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This schedule is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation.
1.2 The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the Controller and the Provider is the Processor. Annex 1 sets out the scope, nature and purpose of processing by the Provider, the duration of the processing and the types of Personal Data and categories of Data Subject.
1.3 Without prejudice to the generality of 1.1, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to the Provider for the duration and purposes of this agreement.
1.4 Without prejudice to the generality of 1.1, the Provider shall, in relation to any Personal Data processed in connection with the performance by the Provider of its obligations under this agreement:some text
(a) process that Personal Data only on the documented written instructions of the Customer which are set out in this agreement unless the Provider is required by Domestic Law to otherwise process that Personal Data. Where the Provider is relying on Domestic Law as the basis for processing Personal Data, the Provider shall promptly notify the Customer of this before performing the processing required by the Domestic Law unless the Domestic Law prohibits the Provider from so notifying the Customer;
(b) ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Customer, 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) ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and
(d) not transfer any Personal Data outside of the UK or EEA unless the prior written consent of the Customer has been obtained and the following conditions are fulfilled:some text
(i) the Customer or the Provider has provided appropriate safeguards in relation to the transfer;
(ii) the data subject has enforceable rights and effective legal remedies;
(iii) the Provider 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) the Provider complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the Personal Data;
(e) assist the Customer, at the Customer's 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;
(f) notify the Customer without undue delay on becoming aware of a Personal Data Breach;
(g) at the written direction of the Customer, delete or return Personal Data and copies thereof to the Customer on termination of the agreement unless required by Domestic Law to store the Personal Data; and
(h) maintain complete and accurate records and information to demonstrate its compliance with this schedule and allow for audits by the Customer or the Customer's designated auditor and immediately inform the Customer if, in the opinion of the Provider, an instruction infringes the Data Protection Legislation.
1.5 The Customer does not consent to the Provider appointing any third party processor of Personal Data under this agreement.
1.6 Either party may, at any time on not less than 30 (thirty) days’ notice, revise this schedule by replacing it with any applicable controller to processor standard clauses or similar terms adopted under the Data Protection Legislation or forming part of an applicable certification scheme (which shall apply when replaced by attachment to this agreement).