PLEASE READ CAREFULLY:

These are the Terms and Conditions of Business of CUESPEAK LIMITED a company registered in England and Wales under number 12444233 and having its registered office at 1 Willis Road, Sheffield, S6 4FJ or any subsidiary or holding Company (‘the Provider’). The person, firm or other entity purchasing the Product from the Provider is referred to as ‘the Customer’ in these Terms.

1. GENERAL

The sale of the Provider’s products including any evaluation packages, software and its content (online and/or offline), applications and their content (online and/or offline), and any user manual made available by the Provider (‘the Product’) are subject to the following terms and conditions which can only be varied by an agreement in writing signed by a Director of the Provider.

By ordering or downloading the Product through any Application or the Customer acknowledges that it has read, understood and accepts these Terms and Conditions of Business (’the Terms’) and agrees to be bound by them (collectively called the “Agreement”). If the Customer does not accept the Terms it must delete any account it has created on any of the Provider’s platforms and not order the Product.

2. INTELLECTUAL PROPERTY RIGHTS 

The Provider is the sole and unique owner of the Product (content, data, articles, files, icons, illustrations and original images, photos, diagrams, etc.), as well as trademarks, trade names, domain names, logos, etc. along with all the information it contains (content, data, articles, files, icons, illustrations and original images, photos, diagrams, etc.)

Cuespeak and Cuespeak Pro are trademarks which may be registered or unregistered of, or managed by, the Provider. The term ‘Intellectual Property Rights’ means all vested contingent and future intellectual property rights including but not limited to copyright, trademarks, service marks, design rights (whether registered or unregistered), patents, know-how, trade secrets, inventions, get-up and database rights.

Subject to below all Intellectual Property Rights subsisting in the Product including any supporting software and documentation are the property of the Service Provider. For the purposes of this Clause the Product along with supporting software and documentation are taken to include the way all such material is compiled and presented.

Where expressly indicated, the Intellectual Property Rights subsisting in certain Applications infrastructure including any supporting software and documentation are the property of named third parties.

The Customer shall not either during the term or after the expiry of this Agreement permit or cause to occur any infringement of any Intellectual Property Rights covered by this Clause.  Use by the Customer and its employees of the Product shall be only within the terms of this Agreement.

The Customer shall not, in the absence of the Provider’s written consent, reproduce, adapt, translate, reverse-engineer, or make available to any third party any of the Product, any part of the Application Infrastructure used to access the Product, or any other material associated with this Agreement where such activity goes beyond the scope of actions permitted by the terms and conditions of this Agreement.

Where the Customer either suspects or is aware of any breach of Intellectual Property Rights covered by this Clause it shall be under a duty to inform the Provider of such breach immediately.

The Customer agrees not to do or attempt to do or permit any act that would infringe the third party rights of any provider of an Application infrastructure enabling the purchase and use of the Product.

Any infringement of the intellectual property rights of the Provider may lead to legal proceedings.

3. RESTRICTED LICENCE: CUESPEAK PRO

Any licence granted by the Provider entitles the Customer to install and use the Product on its’ supported devices which meet the minimum requirements of the Provider.

The licence granted to use Cuespeak Pro is strictly on a per device methodology. The Customer will restrict the use of Cuespeak Pro to the number of devices pre-agreed with the Provider.

A licence to use Cuespeak Pro is granted for use on the pre-agreed number of devices running in a network, agreed in writing prior to purchase between the Provider and the Customer.

When the term of the licence or when a trial period expires the Customer shall permanently delete Cuespeak Pro from all devices previously using or having access to the same.

4. PAYMENT

Unless otherwise agreed by all parties, the Product and the licence to use it will be made available when full payment has been made on the Application specified by the Provider.

The Provider is entitled, but under no obligation, to develop updates of and upgrades to the Product. Updates and upgrades may be made available to the Customer at a charge at the discretion of the Provider.

The Provider is entitled to use analytic tools in order to monitor the usage and performance of its users in relation to the Product excluding any personal data. The data is collected for internal purposes only, with the sole intention of improving the Product for the benefit of its users.

5. LICENCE

On prompt and full payment of all charges for the Product as and when they arise the Provider grants to the Customer a personal, non-transferable, non-exclusive licence to use the Product according to the Terms.

The Product (including any source codes and upgrades) remains the exclusive property of the Provider, subject to the terms of this Agreement. The Customer may neither transfer any part of the Product nor otherwise make it available to anyone else other than its’ employees or their patient caseload, nor may it modify, imitate, disassemble, decompile, reverse engineer, revise or enhance the Product, the production key or any other part of the Product or attempt to discover the Product’s source code.

The Provider has the right to suspend its own obligations to deliver the Product or to make it available if there is any evidence of insolvency or non-payment or a breach of its’ obligations under this Agreement on the part of the Customer.

If you no longer wish to use the Product you are not allowed to transfer the licence to another organisation.

If the Product is not purchased directly from the Provider but from an intermediate source, the Customerit must comply with the intermediate requirements in all respects.

6. LIMITED WARRANTY

The Provider warrants that the Product will perform in substantial compliance with guidance issued by the Provider, provided that it is used on the supported devices and operating systems.

The Provider does not warrant that use of the Product will be uninterrupted, timely, secure or free from errors, bugs or data failure.

The Provider’s sole obligation is, at its discretion, to replace or repair any defective Product or component free of charge, or to refund the cost of the defective Product.

6.1 EXCLUSION AND LIMITED WARRANTY

EXCEPT AS STATED ABOVE, THERE IS NO OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR PURPOSE.

The Provider cannot be held responsible for any issues, problems, malfunctions or data breaches that may arise if the Product is used without due diligence and professionalism.

The Provider reserves the right to ascertain whether the Product has been used correctly.

The Customer must ensure that their computer devices are compatible with the Product before purchasing the Product.

No sale of the Product shall be construed as a guarantee of any results from the usage of the Product. Without limiting the generality of the foregoing, the Provider does not guarantee the success or accuracy of medical diagnosis or therapies deriving in any way from the use of the Product.

6.2 SUPPORT

Basic IT support and guidance on the use of the Product is available free of charge for users who have the latest version of the Product installed and are compliant with the requirements of the Provider.

The Provider is not responsible for the correct functioning of the Customer’s devices, Operating System, or hardware.

7. LIMIT OF THE PROVIDER’S LIABILITY

The Provider’s entire liability for damage to the Customer or any other party due to any cause whatsoever, whether in contract or in tort, including negligence, shall not exceed the price of the Product that caused the damage or that is the subject matter of, or is directly related to, the cause of action.

Under no circumstances will the Provider be liable for any damage caused by the Customer’s failure to perform its’ obligations, or for any loss of data, profits, savings, or any other consequential and incidental damage, even if the Provider has been advised of the possibility of damage, or for any claims by the Customer based on any third-party claim. The program and all its functions are intended as a source of information for the user. The Provider is not liable for any damage to any party because information from the Product has been used/misused.

8. CONFIDENTIALITY

The Customer shall keep strictly confidential and not disclose to any third party nor use any business or technical information, technique, process, software, trade secret or other confidential matter relating to the Product, except to the extent required by the Agreement. Such information shall remain the exclusive and entire property of the Provider. This obligation survives cancellation, termination or nullity of the Agreement and shall continue to apply for an unlimited period.

All information transmitted, obtained or supplied to the Provider by or from the user shall not be used for any other purpose than to ensure that the software works in accordance with specifications on the user’s computer, and to ensure the Customer is kept up to date with the Provider’s information/news.

9. PERSONAL DATA PROTECTION AND PRIVACY

The Customer expressly agrees that the personal/private data (concerning any person who is an individual) that is supplied to the Provider (by phone, e-mail, etc.), can be used by the Provider to process the Customer’s order(s) and to contact them when necessary. The Provider undertakes not to use any personal data for purposes other than those provided for in this paragraph.

Any personal data collected by or available to the Provider for the purposes of transmitting a shared therapy session will only be retained for a period of 7 days.

The Provider and/or its partners may communicate with the Customer to inform them about changes/updates/offers to the Product.

The Customer can subscribe to the Provider’s newsletters at https://cuespeak.com. The Customer can always unsubscribe from any such newsletter by clicking on the “unsubscribe” button at the bottom of every newsletter sent by the Provider.

Except where the Customer expresses its’ prior written consent, the Provider undertakes not to communicate or disclose, in any form whatsoever, personal information supplied by the Customer:

(i) except to companies or individuals performing limited tasks on our behalf or independently, such as processing credit cards payments or supplying you with after sale customer service;

(ii) except to the company or person who may acquire our business;

(iii) except to jurisdictional authorities that may require access to the said data.

When therapy sessions are shared the Provider will use its’ reasonable endeavours to protect the content and use SSL software (Secure Socket Layer software) or similar protection software to encrypt  transmission to our servers.

If the Customer shares a device the user must follow the customer’s best security practice.

The Provider handles personal data in accordance with the laws of the United Kingdom and GDPR.

The Customer or user is responsible for the correct storage and safekeeping of any personal information or sensitive/confidential information while using the Product. Any personal or sensitive or confidential data entered into the Product by the user is at their own risk The Provider allows “saving” functions in its products (i.e. the ability to save data inputted by the user), but the type of data saved is not under the control of the Provider. As a result, the Provider recommends the user to always encrypt sensitive information using the latest technology available in order to minimize his/her own risk of data theft.

10. TERMINATION

The Customer’s failure to comply with the terms of this Agreement will terminate the Customer’s licence and this Agreement. In the sections marked Limited Warranty, Limit of the Provider’s Liability, Confidentiality and Personal data Protection and Privacy will survive any termination of this Agreement.

The Provider reserves the right to terminate the Agreement or suspend its own obligations and recuperate the Product at any time, without prior notice or damages due to the Customer, without forgoing its right to reimbursement of costs or compensation for any direct or indirect damage resulting from termination. This includes loss of earnings suffered by The Provider, its customers or a third party, for the following reasons:

– In the event that the Customer does not respect its’ obligations, delays in respecting them or if it becomes reasonably certain that the Customer is not going to respect its’ obligations or will delay in doing so, according to the terms of the Agreement;

– in the event of incapacity, bankruptcy, insolvency, protest, seizure, cessation of payments, application for a payment moratorium or any other financial difficulties the Customer may

experience.

– in the event of force majeure lasting more than 1 month.

In the event of termination or cancellation by the Customer not due to flagrant and wilful misconduct on the part of the Provider, all instalments already paid by the Customer will be kept by the Provider.

11. ORDER AND CONFIRMATION

Offers to purchase are not binding. Specifications and data presented in the Provider’s service or product information, brochure, price lists or any other documents are purely informative and not binding. Service or product specifications and prices can be modified at any time by the Provider without prior notice.

12. PRICES AND PAYMENT TERMS

Prices do not include VAT (local sales tax), unless indicated in writing on the Provider’s website or in any quotation issued by the Provider.

Prices are only indicative and shall not be construed as fixed or set.

Unless otherwise agreed between the parties, invoices are payable immediately. Payment shall be made in pounds sterling or other currency relevant to the purchasing channel chosen and the location at which the service will be delivered.

If a payment is not made on the due date or in accordance with the conditions specified on the order form or on the invoice, it shall accrue interest at a rate set by the Commercial Debts (Interest) Act 1968 and any Regulations set under such Act.

In addition, the Provider reserves the right to suspend its own obligations until full payment has been made by the Customer or to terminate the Agreement and keep all instalments or payments already made by the Customer.

13. FORCE MAJEURE

Neither the Provider nor the Customer shall be liable for breaching this Agreement where that breach results from Force Majeure.

Force Majeure refers to any event that is beyond the reasonable control of the parties and includes, but is not limited to: power failure, internet service provider failure, industrial action, civil unrest, theft, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the Party in question.

14. PRIVACY, GDPR, HIPAA

The Provider’s Privacy Policy is available to view here https://cuespeak.com/privacy-policy

15. GOVERNING LAW, JURISDICTION AND DISPUTE RESOLUTION

The Agreement shall be governed by and construed in accordance with the laws of England and Wales. The parties agree to submit to the exclusive jurisdiction of the courts of England and Wales in respect of any dispute which arises out of or under this Agreement.