Terms of Use

between

Antoine DĂ©veloppement inc. Belgique ("Deskribe")

and

User

1. Agreed terms

1.1 Term

This agreement commences when the User signs up for the Service and continues until the User terminates their account, or until the account is otherwise terminated in accordance with clause 12 (the "Term").

1.2 Use of the Service

  1. Subject to the User signing up to the Service, the restrictions set out in this clause 1.2 and the other terms and conditions of this agreement, Deskribe grants to the User a non-exclusive, non-transferable licence, without the right to grant sublicences, to use the Service and the Documentation during the Term.

  2. The User shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Service that:

    • is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
    • facilitates illegal activity;
    • depicts sexually explicit images;
    • promotes unlawful violence;
    • is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
    • is otherwise illegal or causes damage or injury to any person or property; and Deskribe reserves the right, without liability or prejudice to its other rights to the User, to disable the User's access to any material that breaches the provisions of this clause.

  3. The User shall not:

    • except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this agreement: (i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation in any form or media or by any means; or (ii) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software;
    • access all or any part of the Service and Documentation in order to build a product or service which competes with the Service and/or the Documentation;
    • use the Service and/or Documentation to provide services to third parties;
    • subject to clause 20.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Service and/or Documentation available to any third party;
    • attempt to obtain, or assist third parties in obtaining, access to the Service and/or Documentation, other than as provided under this agreement; or
    • introduce or permit the introduction of, any Virus or Vulnerability into Deskribe's network and information systems.

  4. The User shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Service and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify Deskribe.

1.3 Service

  1. Deskribe shall, during the Term, provide the Service and make available the Documentation to the User on and subject to the terms of this agreement.
  2. Deskribe shall use commercially reasonable endeavours to make the Service available 24 hours a day, seven days a week, except for planned maintenance carried out during Normal Business Hours and unscheduled maintenance carried out outside of Normal Business Hours.
  3. Deskribe will, as part of the Service, provide the User with Deskribe's standard User support service during Normal Business Hours in accordance with Deskribe's Support Service Policy in effect at the time that the Services are provided. Deskribe may amend the Support Service Policy in its sole discretion from time to time.

1.4 Data protection

  1. Both parties must comply with the Data Protection Laws in connection with this agreement and the Data Processing Agreement at Schedule 1.

  2. The User consents to Deskribe storing and accessing information in the terminal equipment used by the User to access the Service for the purpose of gathering information relating to the provision, use and performance of the Service ("Usage Data").

  3. During and after this agreement, Deskribe may:

    • use Usage Data to improve the Service and for development, diagnostic and correction purposes connected with the Service and Deskribe’s other offerings similar to the Service;
    • use Usage Data in connection with its business of providing the Service and services similar to the Service, including to train machine learning algorithms on an aggregated and anonymised basis and for its other data processes; and
    • disclose Usage Data to others, in each case solely in aggregated, anonymised form and to the extent reasonably necessary for proper performance of Deskribe’s business of providing the Service and services similar to the Service.

1.5 Deskribe's obligations

  1. Deskribe undertakes that the Service will be performed substantially in accordance with the Documentation and with reasonable skill and care.

  2. Deskribe:

    • does not warrant that: (i) the User's use of the Service will be uninterrupted or error-free; (ii) that the Service, Documentation and/or the information obtained by the User through the Service will meet the User's requirements; or (iii) the Software or the Service will be free from Vulnerabilities or Viruses; and
    • 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 User acknowledges that the Service and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

  3. Deskribe has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this agreement.

  4. Deskribe shall follow its archiving procedures for User Data as set out in its Back-Up Policy available at [app.deskribe.ai] (or such other website address as may be notified to the User from time to time). In the event of any loss or damage to User Data, the User's sole and exclusive remedy against Deskribe shall be for Deskribe to use reasonable commercial endeavours to restore the lost or damaged User Data from the latest back-up of such User Data maintained by Deskribe in accordance with the archiving procedure described in its Back-Up Policy. Deskribe shall not be responsible for any loss, destruction, alteration or disclosure of User Data caused by any third party (except those third parties sub-contracted by Deskribe to perform service related to User Data maintenance and back-up for which it shall remain fully liable).

1.6 User's obligations

  1. The User shall:

    • provide Deskribe with all necessary co-operation in relation to this agreement and all necessary access to such information as may be required by Deskribe in order to provide the Service, including but not limited to User Data, security access information and configuration of the Service;
    • hereby consent to Deskribe providing such User Data and User Content as may be (i) recorded or transmitted using the Service, (ii) gathered from User’s communications with Deskribe, or (iii) otherwise collected or processed by Deskribe during the provision of the Service under the Agreement, with the Language Model Provider or otherwise, in order to perform the Service, only as necessary to provide the Service and subject to termination by the sending of an e-mail notice;
    • comply with all applicable laws and regulations with respect to its activities under this agreement;
    • carry out all other User responsibilities set out in this agreement in a timely and efficient manner;
    • use the Service and the Documentation in accordance with the terms and conditions of this agreement;
    • obtain and maintain all necessary licences, consents, and permissions necessary for Deskribe, its contractors and agents (including the Language Model Provider) to perform their obligations under this agreement, including without limitation the Service;
    • ensure that its network and systems comply with the relevant specifications provided by Deskribe from time to time;
    • obtain the required consent of every meeting participant to record each call before the call begins and obtain any other legally required consents related thereto;
    • not use the recording features if any meeting participant does not consent to be recorded; and
    • be solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to Deskribe's systems.

  2. The User is solely responsible for compliance with all recording laws, and acknowledges and agrees that (i) it is solely responsible for providing any notices to, and obtaining consent from, participants in connection with any recordings as required under applicable law, and (ii) the laws regarding notice and notification requirements of recorded conversations vary by location.

  3. The User shall own all right, title and interest in and to all of the User Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such User Data.

  4. Subject to clause 6.2, the User acknowledges that Deskribe (and its licensors, where applicable) own all right title and interest in and to any suggestions, ideas, feedback, recommendations or other information provided by User and its personnel in connection with the Service and the User hereby assigns any intellectual property rights in such items to Deskribe.

1.7 Language Model Providers

Deskribe uses large language models through third-party providers (each a "Language Model Provider") to enable AI features in the Service. While Deskribe may share User Data or User Content with a Language Model Provider, it is only to provide the Service and for no other purpose. No User Data or User Content is used to train a Language Model Provider’s models or that of any other third-party provider.

1.8 Licence to use User’s company logo

  1. Permission to Use Logo. The User grants Deskribe a non-exclusive, royalty-free, worldwide licence to use the User’s company logo, trademark, or service mark ("Client Logo") on Deskribe's website and marketing materials solely for identifying the User as a client of Deskribe.
  2. Duration and Termination. This permission is effective from the commencement of the User’s subscription and continues until the subscription is terminated or upon written notice from the User requesting cessation of such use, whichever occurs first. Upon termination, Deskribe will remove the Client Logo from its website and any marketing materials within a reasonable period.
  3. Representation and Warranty. The User represents and warrants that it has all necessary rights to grant this permission and that the use of the Client Logo as permitted herein will not infringe upon the rights of any third party.
  4. Usage Standards. Deskribe will use the Client Logo in a manner consistent with any branding guidelines provided by the User and will not alter the Client Logo without the User’s prior written consent.

1.9 Charges and payment

  1. The User shall pay any Subscription Fees to Deskribe for the User Packages as set out on the Subscription Page and in accordance with this clause 1.9.
  2. At the point of subscribing to a User Package, the User shall provide Deskribe with valid, up-to-date and complete credit card details and any other relevant contact and billing details and authorises Deskribe to bill such payment method for the Subscription Fees payable.
  3. Deskribe may alter the Subscription Fees upon written notice to the User.
  4. The User may terminate any User Package in accordance with the termination provisions set out on the Subscription Page.

1.10 Proprietary rights

  1. The User acknowledges and agrees that Deskribe and/or its licensors own all intellectual property rights in the Service and the Documentation. Except as expressly stated herein, this agreement does not grant the User 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 Service or the Documentation.
  2. Deskribe confirms that it has all the rights in relation to the Service and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this agreement.

1.11 Confidentiality and compliance with policies

  1. Confidential Information means all confidential information (however recorded or preserved) disclosed by a party or its Representatives to the other party and that party's Representatives whether before or after the date of this agreement, including:

    • information that would be regarded as confidential by a reasonable business person relating to: the business, assets, affairs, users, clients, suppliers, plans, intentions, or market opportunities of the disclosing party (or any member of its group); and the operations, processes, product information, know-how, designs, trade secrets or software of the disclosing party (or any member of its group);
    • any information developed by the parties in the course of carrying out this agreement;
    • the parties agree that: details of the Service, and the results of any performance tests of the Service, constitute Deskribe Confidential Information; and User Data constitutes User Confidential Information.

  2. Representatives means, in relation to a party, its employees, officers, contractors, subcontractors, representatives and advisers.

  3. The provisions of this clause shall not apply to any Confidential Information that:

    • is or becomes generally available to the public (other than as a result of its disclosure by the receiving party or its Representatives in breach of this clause);
    • was available to the receiving party on a non-confidential basis before disclosure by the disclosing party;
    • becomes available to the receiving party on a non-confidential basis from a person who, to the receiving party's knowledge, is not bound by a confidentiality agreement with the disclosing party;
    • the parties agree in writing is not confidential or may be disclosed; or
    • is developed by or for the receiving party independently of the information disclosed by the disclosing party.

  4. Each party shall keep the other party's Confidential Information secret and confidential and shall not use it except for the purpose of exercising or performing its rights and obligations under or in connection with this agreement (the "Permitted Purpose") or disclose it to any third party, except as expressly permitted by this clause.

  5. A party may disclose the other party's Confidential Information to those of its Representatives who need to know such Confidential Information for the Permitted Purpose, provided that it informs such Representatives of the confidential nature of the information before disclosure and remains responsible for such Representatives' compliance with this clause.

  6. A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent legally permitted, it gives the other party as much notice of such disclosure as possible and takes into account the reasonable requests of the other party in relation to the content of such disclosure.

  7. Each party reserves all rights in its Confidential Information. No rights or obligations in respect of a party's Confidential Information other than those expressly stated in this clause or agreement are granted to the other party, or are to be implied from this agreement.

  8. On termination of this agreement, each party shall: (i) destroy or return to the other party all documents and materials (and any copies) containing, reflecting, incorporating or based on the other party's Confidential Information; (ii) erase all the other party's Confidential Information from computer and communications systems and devices used by it (to the extent technically and legally practicable); and (iii) certify in writing to the other party that it has complied with the requirements of this clause, provided that a recipient party may retain documents and materials as required by law or any applicable governmental or regulatory authority. The provisions of this clause shall continue to apply to any such documents and materials retained by a recipient party, subject to clause 12 (Termination).

  9. No party shall make, or permit any person to make, any public announcement concerning this agreement without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.

  10. The provisions of this clause shall survive for a period of five years from termination of this agreement.

1.12 Indemnity

  1. The User shall defend, indemnify and hold harmless Deskribe against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the User's use of the Service and/or Documentation, provided that: (i) the User is given prompt notice of any such claim; (ii) Deskribe provides reasonable co-operation to the User in the defence and settlement of such claim, at the User's expense; and (iii) the User is given sole authority to defend or settle the claim.
  2. Deskribe shall defend the User, its officers, directors and employees against any claim that the User's use of the Service or Documentation in accordance with this agreement infringes any applicable patent, copyright, trade mark, database right or right of confidentiality, and shall indemnify the User for any amounts awarded against the User in judgment or settlement of such claims, provided that: (i) Deskribe is given prompt notice of any such claim; (ii) the User does not make any admission, or otherwise attempt to compromise or settle the claim and provides reasonable co-operation to Deskribe in the defence and settlement of such claim, at Deskribe's expense; and (iii) Deskribe is given sole authority to defend or settle the claim.
  3. In the defence or settlement of any claim, Deskribe may procure the right for the User to continue using the Service, replace or modify the Service so that they become non-infringing or, if such remedies are not reasonably available, terminate this agreement on 2 Business Days' notice to the User without any additional liability or obligation to pay liquidated damages or other additional costs to the User.
  4. In no event shall Deskribe, its employees, agents and sub-contractors be liable to the User to the extent that the alleged infringement is based on: (i) a modification of the Service or Documentation by anyone other than Deskribe; (ii) the User's use of the Service or Documentation in a manner contrary to the instructions given to the User by Deskribe; or (iii) the User's use of the Service or Documentation after notice of the alleged or actual infringement from Deskribe or any appropriate authority.
  5. The foregoing and clause 1.13.3 state the User's sole and exclusive rights and remedies, and Deskribe's entire obligations and liability, for infringement of any intellectual property rights.

1.13 Limitation of liability

  1. Except as expressly and specifically provided in this agreement:

    • the User remains solely responsible for any opinions, recommendations, or other conclusions made or actions taken by the User, its personnel or any third party based (wholly or in part) on the results obtained from the use of the Service. The User also remains solely responsible for ensuring all User Content provided to Deskribe is complete, accurate and up-to-date. Deskribe will have no liability for any damage caused by errors, inaccuracies or omissions in any information or instructions provided to Deskribe by the User in connection with the Service;
    • given the probabilistic nature of machine learning, use of the Service may in some situations result in incorrect output that does not accurately reflect real people, places, or facts. Whilst Deskribe will seek to verify the accuracy of the output where appropriate, the User should also evaluate the accuracy of any output as appropriate for the User’s use case, including by using human review of the output; and
    • THE SERVICE IS PROVIDED “AS IS.” EXCEPT TO THE EXTENT PROHIBITED BY LAW, DESKRIBE MAKES NO WARRANTIES (EXPRESS, IMPLIED, STATUTORY OR OTHERWISE) WITH RESPECT TO THE SERVICE AND DISCLAIMS ALL WARRANTIES INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, NON-INFRINGEMENT, AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR TRADE USAGE. DESKRIBE DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ACCURATE OR ERROR FREE, OR THAT ANY USER CONTENT WILL BE SECURE OR NOT LOST OR ALTERED.

  2. Nothing in this agreement excludes the liability of Deskribe: (i) for death or personal injury caused by Deskribe's negligence; or (ii) for fraud or fraudulent misrepresentation.

  3. Subject to clauses 1.13.1 and 1.13.2: (i) Deskribe shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, wasted expenditure, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect, incidental, exemplary or consequential loss, costs, damages, charges or expenses however arising under this agreement, even if Deskribe has been advised of the possibility of such damages; and (ii) Deskribe's total aggregate liability in contract (including in respect of the indemnity at clause 1.12.2), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to the greater of ÂŁ1,000 or the Subscription Fees that the User has paid in the preceding six (6) months of the agreement.

  4. Nothing in this agreement excludes the liability of the User for any breach, infringement or misappropriation of Deskribe’s intellectual property rights. The limitations in this section apply only to the maximum extent permitted by applicable law.

1.14 Termination

  1. This agreement shall terminate if: (i) Deskribe provides the User with 30 days’ notice to terminate the User’s account; (ii) if Deskribe’s access to a Language Model Provider ceases for any reason, in which case this agreement shall terminate with immediate effect; (iii) if the User breaches the terms of this agreement or the Language Model Provider’s terms and conditions in any way, in which case this agreement shall terminate with immediate effect; (iv) if the User notifies Deskribe by e-mail that they have withdrawn their relevant consent to the use of the Service, in which case this agreement shall terminate with immediate effect; or (v) otherwise terminated in accordance with the provisions of this agreement.
  2. Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if: (i) the other party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment; or (ii) the other party commits a material breach of any other term of this agreement and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so.
  3. On termination of this agreement for any reason: (i) all licences granted under this agreement shall immediately terminate and the User shall immediately cease all use of the Service and/or the Documentation; (ii) Deskribe may destroy or otherwise dispose of any of the User Data in its possession unless Deskribe receives, no later than ten (10) days after the effective date of termination, a written request for the delivery to the User of the then most recent back-up of the User Data. Deskribe shall use reasonable commercial endeavours to deliver the back-up to the User within 30 days of its receipt of such a written request, provided that the User has paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The User shall pay all reasonable expenses incurred by Deskribe in returning or disposing of User Data; (iii) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination shall not be affected; and (iv) Deskribe shall use commercially reasonable efforts to ensure the Language Model Provider ceases to access or otherwise use User Content.

1.15 Force majeure

Neither party shall be in breach of this agreement or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from events, circumstances or causes beyond its reasonable control. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for three (3) months, the party not affected may terminate this agreement by giving 30 days' written notice to the affected party.

1.16 Conflict

If there is an inconsistency between any of the provisions in the main body of this agreement and the Schedules, the provisions in the main body of this agreement shall prevail.

1.17 Variation

No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

1.18 Waiver

A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy.

1.19 Rights and remedies

Except as expressly provided in this agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

1.20 Severance

If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement. If any provision or part-provision is deemed deleted under this clause, the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

1.21 Entire agreement

This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between them, whether written or oral, relating to its subject matter. Each party acknowledges that in entering into this agreement 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 this agreement. Nothing in this clause shall limit or exclude any liability for fraud.

1.22 Assignment

The User shall not, without the prior written consent of Deskribe, assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under this agreement. Deskribe may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under this agreement.

1.23 No partnership or agency

Nothing in this agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to bind the other in any way.

1.24 Third party rights

This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 (or any equivalent legislation) to enforce any term of this agreement. The rights of the parties to rescind or vary this agreement are not subject to the consent of any other person.

1.25 Notices

  1. Any notice given to a party under or in connection with this agreement shall be in writing and shall be sent by email to the following addresses (or an address substituted in writing by the party to be served):

    • Deskribe: [support@deskribe.ai]
    • User: the email address that the User used to sign up for the Service.

  2. Any notice shall be deemed to have been received at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume. This clause does not apply to the service of any proceedings or other documents in any legal action.

1.26 Governing law

This agreement 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 interpreted in accordance with the law of Belgium.

1.27 Jurisdiction

Each party irrevocably agrees that the courts of Belgium shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).

1.28 Interpretation

Business Day: a day other than a Saturday, Sunday or public holiday in Belgium when banks are open for business.

Confidential Information: has the meaning set out in clause 1.11.

User Content: messages, images, text, audio content (including voice, sound recordings, and musical works), comments, photos, video (including all sound recordings and musical works embodied therein) or other works of authorship that (i) the User may record or transmit using the Service, including content accessible by or visible to third parties; (ii) as may be gathered from the User’s communications with Deskribe; or (iii) otherwise collected or processed by Deskribe during the provision of the Service.

User Data: the data inputted by the User or Deskribe on the User's behalf for the purpose of using the Service or facilitating the User's use of the Service.

Data Controller / Data Processor / Data Subject / Personal Data / Personal Data Breach / Process/Processing: each has the meaning given in the Data Protection Laws.

Data Protection Laws: any applicable laws and regulations relating to the use or processing of Personal Data including the GDPR and national implementing laws and any successor legislation.

Documentation: the documentation made available to the User by Deskribe online via [app.deskribe.ai] (or such other web address notified by Deskribe) which sets out a description of the Service and the user instructions for the Service.

Effective Date: the date that the User signs up to use the Service.

Normal Business Hours: 8.00 am to 6.00 pm local time on each Business Day in Belgium.

Language Model Provider: a third-party provider that supplies language models that the Service uses in order to provide results to the User.

Service: the subscription services provided by Deskribe to the User under this agreement via [app.deskribe.ai], as described in the Documentation.

Software: the online software applications provided by Deskribe as part of the Service.

Subscription Fees: the subscription fees payable by the User to Deskribe for the User Packages.

Subscription Page: the page available in the Service that sets out the User Packages and their Subscription Fees.

Supervisory Authority: has the meaning set out in the Data Protection Laws.

Support Service Policy: Deskribe's policy for providing support in relation to the Service as made available at [app.deskribe.ai] (or such other website address as may be notified to the User from time to time).

Usage Data: has the meaning set out in clause 1.4.2.

User: the person that signs up to the Service in accordance with clause 1 of this agreement.

User Packages: the packages of subscription services that the User can access by paying the Subscription Fees as set out at the Subscription Page.

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; or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

Vulnerability: a weakness in computational logic (for example, code) found in software and hardware components that, when exploited, results in a negative impact to confidentiality, integrity, or availability.

Schedule 1 – Data Processing Agreement

A. Roles

To the extent Deskribe processes Personal Data on the User’s behalf in the course of providing the Service: (i) for the purposes of Data Protection Laws, the User is the Data Controller and Deskribe is the Data Processor; (ii) the subject matter and duration of the Processing, the nature and purpose of the Processing and the types of Personal Data and categories of Data Subject are set out in Appendix A; and (iii) this Data Processing Agreement incorporates the terms of the Terms of Use, and any terms not defined herein have the meanings set forth in the Terms of Use.

B. Compliance with Data Protection Laws

Each party shall comply with all applicable Data Protection Laws relating to its Processing of Personal Data under, or in connection with, this agreement.

C. User warranty

The User warrants, represents and undertakes that: (i) all Personal Data processed by Deskribe on the User’s behalf as envisaged under this agreement has been and shall be collected and processed by the User in accordance with Data Protection Laws and that the User has all necessary appropriate consents in place to enable lawful transfer of the Personal Data to Deskribe for the duration and purposes of the agreement; and (ii) all instructions given by the User to Deskribe in respect of the Processing of the Personal Data shall comply with Data Protection Laws. Where the Services are used by or on behalf of the User to process, including to analyse and transcribe, audio recordings generated from audio and video conferences that include the Personal Data of third parties, the User warrants, represents and undertakes that it has secured the necessary and appropriate permissions and consents from those third parties before processing such Personal Data using the Services.

D. Deskribe as Processor

Where Personal Data is processed by Deskribe as Data Processor on the User’s behalf in the course of providing the Service, Deskribe shall:

  1. only Process Personal Data (i) as required to meet the User’s lawful, documented and reasonable instructions (which shall, unless otherwise agreed, be to Process Personal Data as necessary to provide the Service); or (ii) as required to comply with any applicable law (in which case Deskribe shall, to the extent permitted by law, inform the User of that legal requirement before Processing that Personal Data);
  2. inform the User if Deskribe becomes aware of an instruction from the User that, in Deskribe’s opinion, infringes Data Protection Laws;
  3. implement appropriate technical and organisational measures so that Processing will meet the requirements of Data Protection Laws and ensure a level of security appropriate to the risk, including protection against unauthorised or unlawful Processing and against accidental loss, destruction or damage;
  4. provide reasonable assistance, information and cooperation to the User in responding to any request from a Data Subject and to ensure compliance with the User's obligations under Data Protection Laws with respect to: (i) security of Processing; (ii) notification by the User of Personal Data Breaches to Supervisory Authorities or Data Subjects; (iii) Data Protection Impact Assessments; and (iv) prior consultation with a Supervisory Authority regarding high risk Processing, provided in each case that the User reimburses Deskribe for all reasonable costs incurred;
  5. upon becoming aware of a Personal Data Breach, notify the User without undue delay and provide details of the breach;
  6. ensure that all Deskribe personnel authorised to Process Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality;
  7. maintain, in accordance with Data Protection Laws, written records of all categories of Processing activities carried out on the User’s behalf; and
  8. at the User’s written request, delete or return the Personal Data to the User within a reasonable time after the end of the provision of the Service (unless storage is required by applicable law).

E. Sub-processors

  1. The User generally authorises the appointment by Deskribe of sub-processors ("Sub-Processors") to Process Personal Data in connection with the Service, provided that each Sub-Processor is subject to written terms that are substantially similar to those set out in this Data Processing Agreement. Deskribe remains fully liable for all acts or omissions of any Sub-Processor.
  2. Before authorising any new Sub-Processor, Deskribe shall inform the User of the intended engagement and the User may object on reasonable grounds within ten (10) Business Days of being so informed.

F. International transfers

The User authorises Deskribe to transfer Personal Data that Deskribe Processes on the User’s behalf outside the European Economic Area (EEA) or the UK as required to perform the Service, including to any countries in which Deskribe’s Sub-Processors operate, provided that Deskribe ensures all such transfers are effected in accordance with Data Protection Laws using a legally enforceable transfer mechanism.

G. Accountability and audits

Deskribe shall make available to the User such information as is reasonably necessary to demonstrate compliance with this Data Processing Agreement, and allow for and contribute to audits, including inspections, by the User (or another auditor mandated by the User) for this purpose, subject to the User: (i) giving reasonable prior notice; (ii) paying Deskribe’s reasonable costs; (iii) keeping all information obtained confidential (save for disclosure to a Supervisory Authority or as otherwise required by law); (iv) ensuring minimal disruption to Deskribe’s business, other service recipients and Sub-Processors; and (v) conducting a maximum of one audit or inspection in any twelve (12) month period.

Appendix A – Data Processing Details

  1. Subject matter of the Processing – Provision of the Service to the User pursuant to the agreement.
  2. Nature and purpose of the Processing – Processing Personal Data in the course of providing the Service.
  3. Duration of the Processing – Until the end of the provision of the Service pursuant to the agreement and thereafter where storage of any data is required by applicable law.
  4. Categories of Data Subjects – The User’s personnel, business associates, prospects, customers and other third parties with whom the User conducts business.
  5. Types of Personal Data – Name, contact details, billing address, job title/position, email content data (including subject lines, body text, sender and recipient information), calendar data (including event titles, dates and times), audio recording data (including conversation participants, dates, times and the content of audio recordings generated by the User which may contain personal data), IP addresses, geolocation information, user device information, bank details and card details, and such other Personal Data provided or disclosed in the course of the Service.
  6. Technical and organisational security measures – Deskribe maintains an information security framework integrating administrative, technical and physical safeguards designed to protect Personal Data from anticipated threats or risks to its confidentiality and integrity, including: (i) principle of least privilege; (ii) encryption of data in transit and at rest where appropriate; (iii) environment separation (e.g., production, staging, development); (iv) multi-factor authentication for personnel accounts where appropriate; (v) vulnerability management and timely updates; and (vi) logging and access controls. Infrastructure is hosted on Amazon Web Services (AWS) and Google Cloud Platform (GCP).
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