1. Interpretation
The following definitions and rules of interpretation apply in these Conditions.
Definitions:
Business Day: a day other than a Saturday, Sunday or bank or public holidays in England, when banks in London are open for business.
Charges: the charges payable by the Customer for the Products, which may also be referred to as the Price or the Fee. The charges are set out in the Quote Form.
Contract: the Contract between VoicePower and the Customer for the supply of Products, comprising the Quote Form and these Conditions.
Conditions: these terms and conditions as varied in accordance with clause 18.5.
Confidential Information: information that one party discloses or makes available to the other party (recipient) in connection with the Contract and which would be regarded as confidential by a reasonable business person. It does not include information that the recipient already knew, is or becomes public through no fault of the recipient, is independently developed by the recipient, or is rightfully given to the recipient by a third party without confidentiality obligations.
Customer: the person who purchases Products from VoicePower, also referred to as you or your.
Customer Cause: any of the following causes:
• any improper use, misuse or unauthorised alteration of the Software and or Products by the Customer;
• any use of the Software and or Products by the Customer in a manner inconsistent with the then-current Documentation; or
• the use by the Customer of any hardware or software not provided by VoicePower or approved by VoicePower in the specification for use by the Customer in connection with the Software and or the Products.
Customer Default: has the meaning set out in clause 10.1(h).
Customer Materials: all documents, information, software, and other materials (whether owned by the Customer or a third party), which are provided by the Customer to VoicePower in connection with the Services.
Data Protection Laws: all applicable laws and regulations relating to the protection of personal data and the privacy of individuals.
Deliverables: the deliverables set out in the Quote Form, and all other documents, products, and other materials developed by VoicePower for the Customer in the performance of the Services.
the Documentation: any other documentation, specifications, manuals, source code and other ancillary matter in connection or subsisting with or in the Products.
Effective Date: has the meaning given in clause 2.2.
Goods: the goods (or any part of them), such as but not limited to hardware, set out in the Quote Form.
Heightened Cybersecurity Requirements: any laws, regulations, codes, guidance (from regulatory and advisory bodies, whether mandatory or not), international and national standards, industry schemes and sanctions, which are applicable to the Customer (but not VoicePower) relating to security of network and information systems and security breach and incident reporting requirements, which may include the Cybersecurity Directive ((EU) 2016/1148), the Network and Information Systems Regulations 2018 (SI 506/2018), all as amended or updated from time to time.
IPRs: patents, copyright, trade marks, business names and domain names, rights in designs, 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 all similar or equivalent rights or forms of protection anywhere in the world.
Losses: all liabilities, damages, losses (including loss of profits, loss of business, loss of reputation, loss of savings and loss of opportunity), fines, expenses and costs (including all interest, penalties, legal costs (calculated on a full indemnity basis) and professional costs and expenses).
Order: written acceptance of VoicePower’s Quote Form, or other document sent by the Customer to VoicePower requesting the supply of Products from VoicePower in accordance with the Quote Form.
Out-of-Scope Services: any Service, including Support Services, provided by VoicePower in connection with any apparent problem regarding the Products reasonably determined by VoicePower to have been caused by a Customer Cause or a cause outside of VoicePower’s control (including any investigational work resulting in such a determination).
Products: Goods, Services, and Digital Content supplied by VoicePower.
Quote Form: the quote form or document provided by VoicePower to the Customer.
Services: the services set out in the service description provided by VoicePower to the Customer alongside the Quote document provided by VoicePower.
Support Services: has the meaning as described in clause 8.
Software: the online software applications provided by VoicePower as part of the Services when applicable.
Supplier: VoicePower Limited registered in England and Wales with company number 02821016, also referred to as VoicePower, We, Our, or Us.
Interpretation Rules:
1.1 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.2 A reference to legislation or a legislative provision:
1.2.a is a reference to it as amended, extended or re-enacted from time to time; and
1.2.b includes all subordinate legislation made from time to time under that legislation or legislative provision.
1.3 References to include or including are interpreted as being without limitation.
1.4 A reference to writing or written includes email but not fax.
2. Basis of contract
2.1 Each Quote Form constitutes a conditional offer by VoicePower to supply Products to the Customer in accordance with these Conditions.
2.2 A Quote Form will only be deemed to be accepted by the Customer when the Customer issues written acceptance of the Quote Form, within the time period and conditions specified by VoicePower in the Quote Form, at which point and on which date the Contract comes into existence (Effective Date).
2.3 VoicePower provides Products on a Business to Business (B2B) basis only. VoicePower does not and will not enter into any contract with any consumer. The Customer acknowledges and agrees that the Customer is not contracting as a consumer as defined by applicable law.
2.4 Any descriptions or illustrations contained in VoicePower’s advertising, catalogues, brochures, proposals or other marketing collateral are provided for the sole purpose of giving an approximate idea of the Products and do not form part of the Contract or have any contractual force.
2.5 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate. The Customer waives any right it might have to rely on any term endorsed upon, delivered with or contained in any document of the Customer that is inconsistent with these Conditions.
2.6 If there is any conflict or inconsistency between any of the provisions in these Conditions and the provisions of an Order, the provisions of these Conditions prevail.
3. Commencement and Duration
3.1 The Contract starts on the Effective Date in accordance with clause 2.2, and continues, unless terminated earlier in accordance with these Conditions, for the duration described in the Quote Form or in accordance with clause 8.7.
4. Supply of Products
4.1 Time is not of the essence for the performance of any of VoicePower’s obligations in the Contract.
4.2 VoicePower may suspend the provision of any Services or modify the specification for any Services if necessary to comply with any applicable law or regulatory requirement. VoicePower shall notify the Customer if it does so.
4.3 VoicePower shall not be required to continue providing any Products to the Customer if the Customer does not follow recommendations or instructions made by VoicePower which then hinders the provision of Products. In such circumstances, the Customer acknowledges that it shall not be entitled to any refunds of Charges already paid in respect of the affected Products.
4.4 VoicePower does not warrant that:
4.4.a The Customer’s use of the Products will be uninterrupted or error-free; or
4.4.b That the Products will be free from vulnerabilities or viruses; or
4.4.c The Software or the Services will comply with any Heightened Cybersecurity Requirements.
4.5 VoicePower 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 may be subject to limitations, delays, and other problems inherent in the use of such communications facilities.
4.6 The Customer acknowledges that the provision of services and/or delivery of the products may involve downloading software from the internet or allowing remote access to the Customer’s devices. The Customer acknowledges that this will be at the Customer’s risk. The Customer also understands that this may result in additional charges from the Customer’s Service Providers (for example its mobile phone carrier when travelling) and the Customer acknowledges that any additional charges shall be at the Customer’s expense.
4.7 VoicePower offers certain services and functionality within the Services using third party tools such as application programming interfaces (APIs) and cloud services. These third party terms and conditions contain restrictions on access, storage, and use of information. VoicePower has no control over the content of third party sites or resources that VoicePower links to through the use of APIs and or cloud services, and to the maximum extent permitted by applicable law, accepts no liability or responsibility for them. The Customer’s use of these third party tools and or services is on an “as is” basis and without warranty of any kind.
4.8 VoicePower has no control over the service levels of cloud based products, and the Customer accepts that VoicePower shall not be liable to the Customer for any claim or loss arising from any acts or omissions that are beyond the control of VoicePower.
5. Supply of Goods
5.1 Goods will be delivered to an address in the UK mainland. The Customer acknowledges that VoicePower shall not deliver Goods to outside of the UK mainland. The delivery location shall be the UK mainland address specified and confirmed by the Customer in writing.
5.2 Delays in delivery shall not entitle the Customer to:
5.2.a refuse to take delivery of the Goods;
5.2.b claim damages; or
5.2.c terminate the Contract.
5.3 The Customer shall co-operate with VoicePower and any carrier appointed by VoicePower in relation to the delivery of the Goods, including by providing any information, access and assistance reasonably required to enable delivery to take place. If delivery cannot be completed as a result of any act or omission of the Customer, VoicePower may, at its sole discretion, charge the Customer for all reasonable costs and expenses arising from the failed delivery, storage and any re-delivery of the Goods, including insurance.
5.4 VoicePower shall have no liability for any failure or delay in delivery to the extent that any such failure or delay is caused by the Customer’s failure to comply with its obligations under the Contract and these Conditions.
5.5 Until VoicePower has been fully paid for the Goods, the Customer shall not permit any party other than VoicePower to replace all or part of any Goods, maintain, adjust, or repair the Goods nor transfer or part with any of the Goods and will only use supported products approved by VoicePower.
5.6 Risk on Goods shall pass to the Customer on delivery.
5.7 Title to Goods shall not pass to the Customer until VoicePower receives payment in full for the Goods, and all other sums that are or that become due to VoicePower from the Customer for sale of Goods, in which case title to these Goods shall pass at the time of payment.
5.8 Until title passes to the Customer, VoicePower retains title to the Goods, and the Customer shall keep the Goods separate from its own goods and from the goods of third parties, and keep the Goods properly stored, protected, insured, and identified as VoicePower’s property. Until payment is received by VoicePower, the Customer grants VoicePower permission to inspect and retake possession of the Goods.
5.9 VoicePower warrants that the Goods supplied to the Customer by VoicePower under this Contract shall:
5.9.a conform in all material respects with their description and any relevant specification;
5.9.b be of satisfactory quality (within the meaning of the Sale of Goods Act 1979) and fit for the purpose as held out by VoicePower; and
5.9.c be free from defects in design, material and workmanship and remain so for 12 months after delivery.
6. Acceptance and Defective Products
6.1 If a Product does not comply with the warranty in clause 5.9, and the following are satisfied:
6.1.a the Customer provides VoicePower with written notice within 7 days of delivery, and
6.1.b VoicePower is given a reasonable opportunity to examine the Product,
6.1.c The Customer returns the Product to VoicePower, and
6.1.d None of the events in 6.3 apply.
6.2 VoicePower shall at its own discretion either repair or replace the defective Product, or refund what has been paid for the defective Product. Once VoicePower has completed the repair, replacement, or refund, VoicePower shall have no further liability to the Customer for the rejected Goods’ failure to comply with clause 5.9.
6.3 If the Customer fails to give notice in accordance with clause 6.1(a), it shall be deemed to have accepted the Product.
6.4 VoicePower shall not be liable for the Products’ failure to comply with the warranty set out in clause 5.9 in any of the following events:
6.4.a the Customer makes any further use of those Goods after giving notice in accordance with 6.1;
6.4.b the defect arises because the Customer failed to follow VoicePower’s oral or written instructions for the storage, commissioning, installation, use or maintenance of the Products or (if there are none) good trade practice regarding the same;
6.4.c the defect arises as a result of VoicePower following any drawing, design, or specification supplied by the Customer;
6.4.d the Customer alters or repairs those Products without the written consent of VoicePower;
6.4.e the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
6.4.f the Products differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
7. Digital Content
7.1 Where the Customer makes a one-off purchase of Digital Content, VoicePower will make the Digital Content available for download within a reasonable period after receipt of payment in accordance with clause 11.
7.2 Where the Customer subscribes for ongoing Digital Content, subject to receipt of payment in accordance with clause 11, VoicePower will make available or supply to the Customer the Digital Content for the duration described in the Quote Form, or until the Contract is terminated in accordance with these Conditions.
8. Support Services
8.1 Software and hardware covered under this clause 8 may include but are not limited to:
• Dragon (versions include Professional, Professional Individual & Group, Medical and Legal);
• Olympus Digital Dictation Software, A.I., and Hardware;
• Philips Digital Dictation Software, A.I. and Hardware;
• textHELP Read & Write;
• Lexacom;
• CaptionEd;
• Hardware supplied by VoicePower only; and
• Dragon Medical Copilot.
8.2 VoicePower may provide Support Services for other software and or hardware under this clause 8 subject to prior written agreement.
8.3 Support Services include:
8.3.a Telephone, e-mail and remote access assistance to resolve issues arising through the use of Software and related hardware;
8.3.b Assistance and advice for updates and new releases of Software;
8.3.c Advice on Products supplied by VoicePower;
8.3.d Testing of hardware that VoicePower reasonably deems to be ‘faulty’ provided that VoicePower may require that the hardware is returned to VoicePower;
8.3.e Installation and or configuration of Software arising from support or training issues where such work is advised by VoicePower; and
8.3.f Administration of returning faulty hardware that is under warranty to manufacturers.
8.4 The following services are not covered under VoicePower’s Support Services, unless otherwise agreed in writing (Unsupported Services):
8.4.a On-site visitation (this can be agreed upon at an additional cost);
8.4.b Installation or reinstallation after the first ‘installation’ of software or hardware;
8.4.c Installation of updates and new releases of software;
8.4.d Provision of hardcopy documentation for upgrade material released by any manufacturer where such material is available to users in a downloadable format;
8.4.e Replacement of ‘faulty’ hardware not covered by the manufacturer’s warranty;
8.4.f Storage of details of installation codes, any codes which are lost will need to be repurchased by the Customer;
8.4.g Provision of replacement disks and or update patches written to disk;
8.4.h Alterations to Software resulting from the Customer’s request for additional features and or functionalities following completion of original installation;
8.4.i Alterations to bespoke Software resulting from the Customer’s and or a third party’s alterations, including but not limited to:
8.4.i.i Software updates;
8.4.i.ii Changes to working patterns;
8.4.i.iii Changes to the Customer’s IT systems;
8.4.j Any services or responsibilities related to the Customer’s back-ups of dictation files or speech recognition profiles.
8.5 Any service not listed in the above clauses 8.2 and 8.3 may be provided by VoicePower and covered under these Conditions at the discretion of VoicePower. Where VoicePower agrees to provide such services, it would be on a one-off basis and shall not be binding or indicative as to future assistance of the same nature.
8.6 VoicePower shall not be required to provide Support Services:
8.6.a For any Out-of-scope Services;
8.6.b Where the Customer has failed to comply with VoicePower’s reasonable recommendations or instructions; or
8.6.c Where the Customer has otherwise breached any of these Conditions.
8.7 Support Services shall only be provided for Software which is no older than 2 versions prior to the most recent version available in the product’s lifecycle and subject to the manufacturer not having declared the software end of life.
8.8 Support Services shall commence on the Effective Date, and shall continue for an Initial Support Services Term of 12 months (Initial Term); and the term shall be automatically renewed for successive periods of 12 months (each a Further Term) unless terminated as provided in these Conditions.
8.9 VoicePower shall be available to provide Support Services between the hours of 9am and 5pm on Business Days, excluding the period from Christmas Day to New Years Day inclusive.
8.10 To request the Support Services, the Customer shall notify VoicePower of any support request by telephone or email, which will be entered into VoicePower’s support call log, after which a support representative will be in contact within one Business Day.
8.11 Should VoicePower, or the Software manufacturer, deem it necessary for the Customer to update the Customer’s Software to a newer version in order that the Software can be properly used, the Customer shall undergo the update. Should the Customer fail or refuse to update the Software within a reasonable time, VoicePower shall be entitled to terminate the Contract with immediate effect.
8.12 The Customer acknowledges that if their internet connection should fail, remote assistance may not be possible until such time as it is restored. VoicePower is not required to restore or repair the Customer’s internet connection.
8.13 The Customer must obtain written consent from VoicePower before making any changes to their systems which may impact the installation and or operation of the Products and or Software for which Support Services are provided.
8.14 Any additional work required by VoicePower resulting from the Customer’s failure to comply with the Customer obligations under this clause 8 and clause 10 (Customer obligations) is chargeable to the Customer at VoicePower’s hourly rate of £95.00 plus VAT per hour, or each part thereof. VoicePower will estimate and quote for additional work and obtain your consent to proceed before such additional work is carried out.
8.15 Support Services shall only be provided if they have been specifically contracted by way of a specific Quote Form for Support Services from VoicePower and written acceptance by the Customer, in accordance with clause 2.2. The Customer acknowledges and agrees that Support Services are not ancillary to the provision of any other Product, and in no circumstances does the purchase of or subscription to another Product entitle the Customer to any Support Services without a separate Contract.
9. Returns and Refunds
9.1 VoicePower will pay for reasonable costs of returning Products where:
9.1.a Goods are misdescribed by VoicePower; or
9.1.b Where the Customer has the legal right to terminate the contract; or
9.1.c You are ending the Contract because We have told you of an upcoming change to the Products or these Terms.
9.2 Subject to clause 9.1, the Customer will be responsible for the costs of any returns, including any returns relevant to clause 8.2(d). If collection is necessary, or if the Customer requests VoicePower to collect any Goods from the Customer, VoicePower shall be entitled to charge a reasonable collection fee.
9.3 If the Customer terminates the Contract after Products have been dispatched to the Customer, or received by the Customer, the Customer shall return the Products to VoicePower at the Customer’s own expense.
9.4 Due to the return policies of VoicePower’s software suppliers, Software Volume Licence Agreements cannot be returned or credited once they have been created, and Electronic Licences cannot be returned or credited after they have been installed.
10. Customer obligations
10.1 The Customer shall:
10.1.a co-operate with VoicePower in all matters relating to the Products.
10.1.b provide VoicePower and its subcontractors with access to the Customer’s premises and other facilities as reasonably required by VoicePower for the performance of the Services and or delivery of any Goods;
10.1.c provide VoicePower with all information and materials as VoicePower may reasonably require to supply the Services, including but not limited to security access information and configuration services, and ensure that:
10.1.c.i they are accurate and complete in all material respects; and
10.1.c.ii all electronic files used to provide them are free from malware and other harmful code;
10.1.d be, to the extent permitted by law and except as otherwise expressly provided in this Contract and Conditions, solely responsible for procuring, maintaining and securing its systems, network connections and telecommunications links, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer’s network connections or telecommunications links or caused by the internet;
10.1.e ensure that its network, telecommunication links, and systems comply with the relevant specifications provided by VoicePower from time to time;
10.1.f deal only with VoicePower’s employees and agents in a respectful and professional manner;
10.1.g ensure that any computer has the minimum requirement and or configuration to run the relevant device and of Software and that the computer is free of viruses; and
10.1.h comply with all applicable laws and regulations in its performance of the Contract.
10.2 Local administration rights may be required to resolve technical support issues, and the Customer agrees to grant such rights or effect that such rights be granted where VoicePower deems this necessary in order to provide the Services.
10.3 To the extent that VoicePower’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission of the Customer or any of its agents, consultants or other suppliers (Customer Default), VoicePower shall not be in breach of the Contract nor liable for any Losses incurred by the Customer as a result of its performance being prevented or delayed. The Customer shall reimburse VoicePower on written demand for any Losses incurred as a result of the Customer Default.
11. Charges and payment
11.1 In consideration for the provision of the Products, the Customer shall pay VoicePower the Charges in accordance with this clause 11.
11.2 The Charges due by the Customer are those described in the Quote Form and/or any invoices.
11.3 Unless otherwise expressly agreed in writing by VoicePower, for the first Order made Customers must make payment as follows:
11.3.a The Customer must make payment for Goods before dispatch. VoicePower will not dispatch Goods until payment has been made;
11.3.b The Customer must make payment for a one-off Service before the Service is provided. VoicePower will not provide such a Service until payment has been made;
11.3.c The Customer must make payment for Support Services in full before the start of the Initial Term and each Further Term;
11.3.d The Customer must make payment for Digital Content before download. VoicePower will not make Digital Content accessible or available for download until payment has been made.
11.4 Subject to the above clauses 11.3(a) to 11.3(d), The Customer shall pay each invoice submitted by VoicePower within 30 days of the invoice date.
11.5 VoicePower may increase the Charges for Support Services with effect from each anniversary of the Effective Date in line with the percentage increase in the UK Consumer Prices Index during the previous twelve months.
11.6 When applicable, VoicePower shall invoice the Customer for expenses and third party costs and the Customer shall pay each invoice within 14 days of the invoice date.
11.7 All sums payable by the Customer exclude value added tax (VAT). The Customer shall, on receipt of a valid VAT invoice from VoicePower, pay to VoicePower any additional amounts in respect of VAT as are chargeable on those sums.
11.8 Without prejudice to any other right or remedy that VoicePower may have, if the Customer fails to make a payment due to VoicePower under the Contract by the due date:
11.8.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 11.8 will accrue each day at 8% a year above the Bank of England’s base rate from time to time, but at 8% a year for any period when that base rate is below 0%;
11.8.b VoicePower may suspend all or part of the provision or supply of Products until payment has been made in full, and
11.8.c VoicePower may withdraw the Customer’s entitlement to any credit or discounts or other benefits that apply to the relevant Order and reclaim any discounts or other benefits previously provided to the Customer in connection with that Order.
11.9 All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
12. Intellectual property rights
12.1 The Customer acknowledges and agrees that VoicePower and/or its licensors own all intellectual property rights in the Products and the Documentation. Except as expressly stated herein, this Contract does not grant the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Products.
12.2 Where applicable and where the IPR are owned by VoicePower, subject to VoicePower receiving payment of all Charges attributable, VoicePower grants to the Customer a non-exclusive, royalty-free, non-transferable (except in accordance with clause 18.2), licence during the term of the Contract for the purpose of receiving and the Services and Deliverables in its business.
12.3 The Customer shall not sub-license the rights granted in clause 12.2 without VoicePower’s prior written consent.
12.4 The Customer shall indemnify VoicePower against all Losses incurred by VoicePower as a result of any claim that the supply, receipt or use of the Customer Materials infringes the IPRs of any third party. The Customer shall not be liable under this indemnity to the extent that the actual or alleged infringement arises from the use of the Customer Materials for a purpose not authorised by the Customer.
13. Data protection and Customer Materials
13.1 The Customer acknowledges and agrees that where VoicePower calls on additional manufacturer support on the Customer’s behalf, VoicePower may be required to provide some Customer Materials to assist in the resolution of the problem.
13.2 Each party shall comply with Data Protection Laws in its processing of personal data under or in connection with the Contract. If VoicePower processes any personal data on behalf of the Customer under or in connection with the Contract, VoicePower shall be the processor, and the Customer shall be the controller.
14. Use of AI
14.1 In common with other providers, we may use AI in the delivery of our services. Our AI use may include:
• Microsoft Copilot,
• Microsoft Dragon Copilot, and / or
• ChatGPT by OpenAI.
14.2 Some of the software we sell you may also contain or be developed with AI.
14.3 If you would like to know the AI we use in delivering services to you, please contact us using the contact details in clause 17 below.
15. Limitation of liability
15.1 The following definitions apply in this clause 15:
• default: any act or omission resulting in one party incurring liability to the other; and
• liability: every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence) or otherwise.
15.2 Nothing in the Contract limits or excludes:
15.2.a liability for deliberate default;
15.2.b liability for death or personal injury caused by negligence to the extent preserved by section 2(1) of the Unfair Contract Terms Act 1977;
15.2.c liability for fraud or fraudulent misrepresentation;
15.2.d liability for breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982;
15.2.e any liability that cannot legally be limited; or
15.2.f the Customer’s liability for its payment obligations.
15.3 Subject to clause 15.2, VoicePower’s total liability for all loss or damage shall not exceed 100% of the Charges paid to VoicePower by the Customer under the Contract.
15.4 Subject to clause 15.2, VoicePower shall not have any liability for:
15.4.a loss of profits (including loss of anticipated savings);
15.4.b loss of business or business opportunity;
15.4.c loss of use or corruption of software, data or information;
15.4.d loss of or damage to goodwill; or
15.4.e indirect or consequential loss.
15.5 Subject to clause 15.2, VoicePower shall not be liable for any Losses incurred by the Customer as a result of:
15.5.a using draft Deliverables as finished work without VoicePower’s prior written approval; or
15.5.b using the Deliverables for any purpose other than that for which they were intended.
15.6 Subject to clause 15.2, all conditions, warranties, representations or other terms that might otherwise be implied into the Contract by statute, common law, course of dealing, trade usage or otherwise are excluded from the Contract to the fullest extent permitted by law. Nothing in these Conditions shall limit or exclude VoicePower’s liability for any matter in respect of which it would be unlawful to exclude or restrict liability.
16. Termination
16.1 Without affecting any other right or remedy available to it, in the provision of a subscription, Support Services, or consultancy services VoicePower may at any time terminate the Contract by giving the Customer not less than 1 months’ notice. Such termination shall take effect on expiry of the notice period, and VoicePower shall refund any prepaid Charges for the unexpired portion of the relevant Service on a pro rata basis.
16.2 The Customer may terminate an agreement for Support Services at the end of the Initial Support Services Term or at the end of a Further Support Services Term by giving VoicePower not less than 1 months written notice to terminate, such notice to expire either upon the end of the Initial Term or the end of the Further Term.
16.3 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by notifying the other party if:
16.3.a the other party is in material breach of the Contract where:
16.3.a.i the breach is not capable of remedy; or
16.3.a.ii the breach is capable of remedy and is not remedied within 14 days by the other party after being notified in writing to do so;
16.3.b the other party takes or has taken against it (other than in relation to a solvent restructuring) any step or action towards its entering bankruptcy, administration, provisional liquidation or any composition or arrangement with its creditors, 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), being struck off the register of companies, having a receiver appointed to any of its assets, or its entering a procedure in any jurisdiction with a similar effect to a procedure listed in this clause 16.3(b);
16.3.c the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or
16.3.d the other party’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.
16.4 Without affecting any other right or remedy available to it, VoicePower may terminate the Contract with immediate effect by notifying the Customer if the Customer fails to pay any amount due under the Contract by the due date for payment and remains in default not less than 14 days after being notified by VoicePower to make that payment.
16.5 Without affecting any other right or remedy available to it, VoicePower may suspend the supply of Services if the Customer becomes, or VoicePower reasonably believes that the Customer is about to become, subject to any of the events listed in clause 16.3(b), clause 16.3(c) or clause 16.3(d).
17. Consequences of termination
17.1 On termination of the Contract the Customer shall immediately pay to VoicePower all of VoicePower’s outstanding unpaid invoices and interest and, where no invoice has been submitted for Products supplied, VoicePower may submit an invoice, which shall be payable by the Customer in accordance with clause 11.4.
17.2 Termination of the Contract will not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
17.3 Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract will remain in full force and effect, including clause 12, clause 15, this clause 17, and clause 18.3.
18. General
18.1 Force majeure. VoicePower shall not be in breach of this Contract or otherwise liable for any delay or failure in the performance of its obligations for so long as and to the extent that such delay or failure results from events, circumstances or causes beyond its reasonable control.
18.2 Assignment and other dealings.
18.2.a Subject to clause 18.2(b), the Customer shall not assign, novate, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract without the prior written consent of VoicePower.
18.2.b VoicePower may at any time assign, novate, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract, provided that it gives prior notice to the Customer.
18.3 Confidentiality.
18.3.a Each party undertakes that it shall not at any time during the Contract, and for a period of 2 years after termination of the Contract, disclose to any person any Confidential Information of the other party, except as permitted by clause 18.3(b).
18.3.b Each party may disclose the other party’s Confidential Information: (i) to its employees, officers, representatives, contractors, subcontractors or advisers who need to know that information for the purposes of exercising its rights or carrying out its obligations under the Contract (Representatives). Each party shall ensure that its Representatives comply with confidentiality obligations which are substantially equivalent to those set out in this clause 18.3; and (ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
18.3.c Neither party shall use the other party’s Confidential Information for any purpose other than to exercise its rights and perform its obligations under the Contract.
18.4 Entire agreement.
18.4.a The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances and understandings between them, whether written or oral, relating to its subject matter.
18.4.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 based on any statement in the Contract.
18.5 Variation.
18.5.a Except as set out in these Conditions, no variation of the Contract will be effective unless it is in writing and signed by the parties (or their authorised representatives).
18.5.b VoicePower may vary these Conditions from time to time by posting an updated version on at https://voicepower.co.uk
18.6 Waiver. A waiver of any right or remedy is only effective if given in writing and will not be deemed a waiver of any subsequent right or remedy. A failure or delay to exercise, or the single or partial exercise of, any right or remedy does not waive that or any other right or remedy, nor does it prevent or restrict any further exercise of that or any other right or remedy.
18.7 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it will be deemed deleted, but that will not affect the validity and enforceability of the rest of the Contract.
18.8 Notices.
18.8.a Any notice given to a party under or in connection with the Contract shall be in writing and shall be: (i) delivered by pre-paid first-class post or other next working day delivery service to its registered office (if a company) or its principal place of business (in any other case); or (ii) sent by email to its primary contact for the Contract (or to any substitute email address as it may have notified to the other party in accordance with this clause 18.8).
18.8.b Any notice will be deemed to have been received: (i) 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 (ii) if sent by email, at the time of transmission or, if this time falls outside business hours, when business hours resume. In this clause 18.8(b)(ii), business hours means 9.00am to 5.00pm on a Business Day and excluding the period between Christmas Day and New Years Day (inclusive) in the place of receipt.
18.8.c This clause 18.8 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.
18.9 Third party rights.
18.9.a Unless it expressly states otherwise, 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.
18.9.b The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.
18.10 Relationship of the parties. Nothing in these Conditions is intended to, or will 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.
18.11 Governing law and jurisdiction. 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, will be governed by the law of England and Wales and subject to the exclusive jurisdiction of the courts of England and Wales.
