These Terms were last updated on 5 January 2024
1. The Service and the Agreement
1.1. These Terms apply to the Service provided by Captionhub Ltd, a limited company incorporated in England and Wales with company number 09866655 and registered address 86-90 Paul Street, London, England, EC2A 4NE ("CaptionHub").
1.2. The Terms together with the Order Details and the Data Processing Addendum form a legally binding agreement between CaptionHub and the entity you represent (the “Customer”). By accepting these Terms, either by clicking a box indicating your acceptance or executing a Cover Sheet or other document that references these Terms, you warrant and represent that you have the full right and authority to bind the Customer to comply with the Terms and form a legally binding agreement between the Customer and CaptionHub. Capitalised expressions in these Terms have the meanings set out in clause 21.
1.3. The "Service" is CaptionHub, the web-based service made available at captionhub.com (or such other website as CaptionHub may inform the Customer from time to time) which provides subtitling capabilities. The Service is available on a multi-tenanted or single-tenant platform and CaptionHub also offer privately installed versions of the Service. The Customer’s Order Details will detail which platform it has purchased access to.
1.4. The Customer’s users may access and use the Service only in one of the following capacities:
1.4.1 as an "Account Holder" – an employee or staff member of the Customer that uses the Service;
1.4.2 as a "Delegated User" – an employee or individual otherwise engaged by a business which is a service provider to the Customer. Such delegated users can access and use the Service in order to provide services to the Customer, using logins that CaptionHub has assigned to the Customer; or
1.4.3 as a "Superuser" – an Account Holder who has additional rights to allocate login details to other End Users for the Service,
each an “End User”.
2. Subscription Term
2.1. The Customer can subscribe for a Usage Subscription or a monthly or an annual Base Subscription. The Customer’s Order Details will detail which subscription it has purchased.
2.2. The Subscription shall commence on the Subscription Start Date and continue for the Initial Subscription Term (unless terminated earlier in accordance with the terms of this Agreement). This Agreement shall automatically extend for further periods of the same duration as the Initial Subscription Term (each an “Extended Subscription Term”), at the end of the Initial Subscription Term and at the end of each Extended Subscription Term thereafter, unless either party gives the other party written notice to terminate in accordance with this Agreement.
2.3. Usage Subscriptions and monthly Base Subscriptions can be terminated by either party by giving written notice to the other party, not later than 1 week before the end of the Initial Subscription Term or the relevant Extended Subscription Term, to terminate the Agreement at the end of the Initial Subscription Term or the relevant Extended Subscription Term, as the case may be.
2.4. Annual Base Subscriptions can be terminated by either party by giving written notice to the other party, not later than 30 days before the end of the Initial Subscription Term or the relevant Extended Subscription Term, to terminate the Agreement at the end of the Initial Subscription Term or the relevant Extended Subscription Term, as the case may be.
3. Rights of use
3.1. Subject to the terms of this Agreement, CaptionHub hereby grants to the Customer and its End Users a non-exclusive, non-transferable and revocable licence to use the Service during the Subscription Term, without the right to sub-licence, provided that:
3.1.1 the Customer complies with the terms of this Agreement and procures that End Users shall comply with the terms of this Agreement and the User Terms;
3.1.2 the Customer shall be liable for all acts and omissions of any End User;
3.1.3 all Charges are paid on or before the due date;
3.1.4 access to the Service is only in accordance with the agreed access detailed in the Order Details; and
3.1.5 the Customer shall use its best endeavours to prevent any unauthorised access to, or use of, the Service and notify CaptionHub promptly of any such unauthorised access or use.
3.2. The Customer is responsible for allocating logins (via its Superuser(s)) to Account Holders and Delegated Users. Logins may only be allocated to Account Holders and Delegated Users. No logins shall be allocated to any person or entity which can reasonably be regarded as a direct competitor of the CaptionHub Group, without the express prior written consent of CaptionHub.
4. The Service
4.1. CaptionHub may deploy upgrades to the Service at any time where required. Such upgrades may include deployment of new versions or corrections, enhancements or amendments of existing versions. If an upgrade is likely to disrupt the Service, CaptionHub will inform Superusers of this in advance by displaying a notice on their account. Where the Service is installed within the Customer’s environment, the Customer must provide CaptionHub with access to the relevant instance(s) of the Service such that CaptionHub is able to deploy such upgrades in a timely manner and at a mutually convenient time. CaptionHub shall not be responsible or liable for any malfunctions arising or persisting in the Service due to the Customer’s failure or delay in providing such access.
4.2. CaptionHub will use reasonable endeavours to make the Service available with the functionality that existed at the Subscription Start Date, but does not guarantee that the Service will be:
4.2.1 available at all times: there will be times when the Service will be interrupted for maintenance, upgrades or repairs or due to failure of services or equipment, and CaptionHub reserves the right to modify, suspend or discontinue all or part of the Service at any time with or without notice; and/or
4.2.2 free from errors or omissions, and CaptionHub is under no obligation to amend or update any aspect of the Service.
5. Using the Service
5.1. The Customer shall and shall procure that all End Users shall:
5.1.1 be responsible for obtaining any necessary licences, permits, notifications, authorisations, consents or certifications necessary for the use of the Service;
5.1.2 comply with all applicable laws and regulations (as updated and amended from time to time) in connection with this Agreement and its use of the Service; and
5.1.3 comply with any usage limits specified in the Order Details or otherwise communicated by CaptionHub to the Customer.
5.2. The Customer acknowledges that consumer use of the Service is prohibited and shall ensure that the Service is accessed for business use only.
5.3. In relation to the End Users, the Customer undertakes to ensure that:
5.3.1 only the authorised number of End Users shall access and use the Service; and
5.3.2 each End User shall keep a secure password for his or her use of the Service, that such password shall be changed at a reasonable frequency and that each End User shall keep his or her password confidential.
5.4. If CaptionHub becomes aware that login details have been provided to any individual who is not an End User, then without prejudice to CaptionHub’s other rights, CaptionHub shall promptly disable such logins.
5.5. If the Customer becomes aware that an End User's use of the Service or CaptionHub Materials breaches the terms of this Agreement or the User Terms, the Customer shall:
5.5.1 notify CaptionHub in writing as soon as it becomes aware of the End User’s breach; and
5.5.2 suspend the relevant End User’s access to Service for so long as the relevant breach remains unremedied, without prior notice to the relevant End User.
5.6. At any time, the Customer (or authorised End Users on the Customer’s behalf) may request CaptionHub to upgrade its account (e.g. to get access to extra functionality, increase output minutes or to allow additional logins to be assigned). The provision of such upgrade by CaptionHub constitutes acceptance of such request and the Customer shall pay all additional Charges related to the upgrade in accordance with the terms of this Agreement. Any request to downgrade the Customer’s account will only be effective at the end of the then current Initial Subscription Term or Extended Subscription Term, as applicable.
6. Intellectual property rights
6.1. All Intellectual Property Rights in: (i) the Customer Materials; and (ii) anything created by the Customer or the End Users using the Service and the Customer Materials are, and shall remain, the property of the Customer. CaptionHub acknowledges and accepts that it acquires no rights in or to Customer Materials other than those expressly granted by this Agreement.
6.2. The Customer hereby grants CaptionHub a non-exclusive, worldwide, royalty free, non-transferable and sub-licensable licence during the Subscription Term to use the Customer Materials to the extent necessary to provide the Service.
6.3. All Intellectual Property Rights in the Service, CaptionHub Materials and any developments made to the Service throughout the Subscription Term ("CaptionHub IPRs") are, and shall remain, the property of CaptionHub or its licensors. The Customer acquires no rights in or to such CaptionHub IPRs other than those rights expressly granted by this Agreement.
6.4. The Customer shall at the request and expense of CaptionHub do, and shall use all reasonable endeavours to procure that any necessary third party shall do, all necessary acts and execute all documents that CaptionHub may reasonably request to perfect the right, title and interest of CaptionHub in the CaptionHub IPRs.
6.5. The Customer shall promptly report to CaptionHub any infringement of the CaptionHub IPRs that comes to its attention.
6.6. CaptionHub shall own all Intellectual property Rights in any recommendations or improvements to the Service, including any new features of functionality, suggested by the Customer and the Customer hereby assigns all such rights to CaptionHub.
7. Charges
7.1. Charges are due and must be paid in accordance with the Order Details. All Charges shall be paid in the currency set out in the Order Details.
7.2. Charges for Base Subscriptions shall be payable in advance by credit or debit card, either monthly or annually as specified in the Order Details. CaptionHub shall take the first payment from the Customer’s chosen payment card when the Customer first signs up and will take subsequent payments in advance, using the same card details, either monthly or annually as specified in the Order Details.
7.3. Charges for Usage Subscriptions shall be payable monthly in arrears, based on actual usage in the preceding calendar month, calculated at the prices listed in CaptionHub’s then current usage price list. When signing up for a Usage Subscription, the Customer will be asked to register a payment card from which CaptionHub shall take payment of the Charges each month.
7.4. CaptionHub shall take recurring payments as near as possible to the same day every month or year, as appliable.
7.5. If additional taxes or duties (including VAT) are chargeable in respect of the Service, the same shall be charged to the Customer at the prevailing rate.
7.6. The Customer is responsible for ensuring that the card details registered with CaptionHub remain up-to-date and shall promptly notify CaptionHub of any changes to its payment card details to ensure that the Charges are paid when due. If CaptionHub is unable to take payment for the Charges from the Customer’s chosen payment card when due, the Customer shall immediately pay such outstanding Charges to CaptionHub.
7.7. In the event that the Customer fails to make any payment when it falls due, CaptionHub may charge interest on overdue payments at a rate of 3% above the annual base rate from time to time of Barclays Bank plc, calculated on a daily basis from the due date until the date of receipt of payment.
7.8. Base Subscription Charges shall be increased on an annual basis on each anniversary of the Subscription Start Date (the “Automatic Annual Increase”). The Automatic Annual Increase shall be an increase in line with the percentage increase in the Consumer Prices Index during the previous year, calculated using the latest available figure for the percentage increase in the Consumer Price Index, save that the Automatic Annual Increase under this Clause 7.8 shall not be less than 2% or more than 5% of the Charges payable during the previous year.
7.9. Notwithstanding clause 7.8, CaptionHub can increase the Charges payable for Base Subscriptions and Usage Subscriptions after the Initial Subscription Term, on 2 months’ written notice to the Customer. If the Customer does not accept a price increase under this clause 7.9, the Customer can terminate the Agreement such termination to take effect on the date of the increase to the Charges.
8. Confidentiality
8.1. Each party shall keep the other party's Confidential Information confidential and shall not:
8.1.1 use such Confidential Information except for the purpose of exercising or performing its rights and obligations under this Agreement ("Permitted Purpose"); or
8.1.2 disclose such Confidential Information (in whole or in part) to any third party, except as expressly permitted by this clause 8.
8.2. 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:
8.2.1 it informs such Representatives of the confidential nature of the Confidential Information before disclosure; and
8.2.2 at all times, it is responsible for such Representatives' compliance with the confidentiality obligations set out in this clause 8.
8.3. 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 it is legally permitted to do so), it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 8.3, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
9. Publicity
9.1. CaptionHub shall be entitled to use the Customer’s name, logo and the fact that it works with the Customer in its marketing and promotional material (whether digital or paper format). The Customer grants CaptionHub a limited, non-transferable, revocable permission to use its name and logo, solely for this purpose. The Customer may object to such use of its name or logo in writing to CaptionHub at any time. Following such objection, CaptionHub shall have a reasonable time in which to take down or remove from any marketing materials the Customer’s name and logo.
9.2. CaptionHub shall obtain the Customer’s written consent prior to publishing any additional information about the Customer or the Service provided to the Customer, within CaptionHub’s marketing and promotional material (whether digital or paper format). Such consent can be withdrawn by the Customer by giving written notice to CaptionHub at any time.
10. Data Protection
Each party shall comply with its respective obligations under the Data Processing Addendum.
11. Indemnities
11.1. CaptionHub shall indemnify and keep indemnified the Customer against all losses, liabilities, costs, expenses and damages suffered or incurred by the Customer arising out of or in connection with any claim made against the Customer alleging infringement of a third party’s Intellectual Property Rights arising out of the Customer’s use of the Service save to the extent that such is a result of the Customer’s or End Users’ use of the Service not in accordance with this Agreement.
11.2. The Customer shall indemnify and keep indemnified CaptionHub against all losses, liabilities, costs, expenses and damages suffered or incurred by CaptionHub arising out of or in connection with any claim made against CaptionHub alleging infringement of a third party's Intellectual Property Rights arising out of CaptionHub’s use of Customer Materials save to the extent that such is a result of CaptionHub’s use of the Customer Materials not in accordance with this Agreement.
11.3. If any third party makes a claim, or notifies of an intention to make a claim against either party, which may reasonably be considered likely to give rise to liability for the other party under this clause 11 (an "Indemnity Claim"), the indemnified party shall:
11.3.1 immediately give written notice of the Indemnity Claim to the indemnifying party, specifying the nature of the Indemnity Claim in reasonable detail;
11.3.2 not make any admission of liability, agreement or compromise in relation to the Indemnity Claim without the indemnifying party’s prior written consent; and
11.3.3 allow the indemnifying party to conduct all negotiations and proceedings and provide the indemnifying party with such reasonable assistance, documents, records and information regarding the Indemnity Claim.
11.4. If an Indemnity Claim is made (or the indemnifying party reasonably anticipates an Indemnity Claim is likely to be made) the indemnifying party may, either:
11.4.1 procure for the indemnified party the right to continue using the relevant item which is subject to the Indemnity Claim; or
11.4.2 replace or modify the relevant item subject to the Indemnity Claim with non-infringing substitutes.
11.5. Nothing in this clause 11 shall restrict or limit either party's general obligation at law to mitigate a loss it may suffer or incur as a result of an event that may give rise to a claim under this clause 11.
12. Limitation of liability
12.1. This clause 12 sets out the entire financial liability of CaptionHub (including any liability for the acts or omissions of its Representatives and including any settlements) to the Customer and its End Users in respect of any breach of this Agreement, any representation statement or tortious act or omissions (including negligence) arising under or in connection with this Agreement or any other liability to the Customer whatsoever.
12.2. Nothing in this Agreement limits or excludes the liability of either party for:
12.2.1 death or personal injury resulting from negligence;
12.2.2 any damage or liability incurred by a party as a result of fraud or fraudulent misrepresentation by the other party; or
12.2.3 any other liability which is incapable of being excluded or limited by law.
12.3. Subject to clause 12.2, CaptionHub’s total aggregate liability for all other losses, liabilities, costs, expenses and damages whether arising from contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performance of this Agreement (including all non-contractual liability) shall in no event exceed the greater of: (i) the Charges paid by the Customer to CaptionHub in the 12 months preceding a claim; or (ii) £10,000.
12.4. Subject to clause 12.2, CaptionHub shall not have any liability to the Customer (howsoever arising, including any liability in tort) under or in connection with this Agreement for any:
12.4.1 loss of profits or anticipated savings;
12.4.2 loss of revenue;
12.4.3 loss or damage to reputation or goodwill;
12.4.4 loss of opportunity;
12.4.5 loss or corruption of data or information,
and in each case whether direct, indirect, special and/or consequential loss or damage; or
12.4.6 for any other indirect, special and/or consequential loss or damage.
12.5. The Customer acknowledges and accepts that the Service is subject to the limitations and issues inherent in the use of the internet (including denial of service attacks (whether direct or indirect)) and telephony connections and CaptionHub is not responsible for and shall not be liable to the Customer for breach of this Agreement due to any problems or other damages resulting from such limitations or issues or fault with public communications networks or any faults within Customer’s own systems or software or that provided by third parties.
13. Termination and suspension
13.1. Without prejudice to any rights or remedies that have accrued under this Agreement, either party may at any time terminate this Agreement (or any part thereof) with immediate effect by giving written notice to the other party if:
13.1.1 the other party commits a material breach of any 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;
13.1.2 the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business;
13.1.3 the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
13.1.4 the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Agreement has been placed in jeopardy.
13.2. Without prejudice to any rights or remedies that have accrued under this Agreement, CaptionHub may at any time terminate or suspend this Agreement in whole or in part, suspend the Customer’s access to the Service or suspend relevant End User accounts, in each case with immediate effect by giving written notice to the Customer, if:
13.2.1 the Customer is in breach of any applicable law;
13.2.2 any undisputed amount due under this Agreement is outstanding on the due date for payment;
13.2.3 in CaptionHub’s reasonable opinion, the security or integrity of the Service has been, or may be, compromised or is otherwise at risk;
13.2.4 required by a regulatory authority;
13.2.5 if CaptionHub becomes aware that an End User's use of the Service breaches the User Terms; or
13.2.6 if the Customer or any End User fails to comply with any usage limits specified in the Order Details or otherwise communicated by CaptionHub to the Customer.
13.3. Clauses 6 (Intellectual Property Rights), 7 (Charges),
8 (Confidentiality), 11 (Indemnities), 12 (Limitation of liability), 13.3 to 13.6 (Termination and Suspension), 10 (Data Protection), 14 (Anonymised Data) 17 (General) and 19 (Notices) and 20 (Governing law and jurisdiction) shall survive expiry or termination of this Agreement.
13.4. Termination of this Agreement, for any reason, shall not affect the accrued rights, remedies, obligations or liabilities of the parties existing at termination.
13.5. On termination of this Agreement for any reason, the Customer shall immediately pay any outstanding Charges and interest due to CaptionHub.
13.6. On termination of this Agreement, each party shall on request from the other party:
13.6.1 return to the other party or destroy all documents and materials (and any copies) containing, reflecting, incorporating or based on the other party's Confidential Information;
13.6.2 erase all the other party's Confidential Information from its computer systems (to the extent possible); and
13.6.3 certify in writing to the other party that it has complied with the requirements of this clause 13.6,
provided that each party may retain documents and materials containing, reflecting, incorporating or based on the other party's Confidential Information to the extent required by applicable law or applicable governmental or regulatory authority. The provisions of clause 8 (Confidentiality) shall continue to apply to any such documents and materials retained by either party.
14. Anonymised Data
14.1. The Customer grants CaptionHub the right to create Anonymised Data from the Customer Content processed by CaptionHub as a result of the Service provided to the Customer under this Agreement.
14.2. The Customer acknowledges that CaptionHub may retain, use, combine and share Anonymised Data with any third party for CaptionHub’s business purposes during or after the Subscription Term.
14.3. The parties agree that CaptionHub shall have the right to use the Anonymised Data for CaptionHub’s own purposes and nothing shall prohibit CaptionHub’s use of the Anonymised Data provided that such Anonymised Data does not contain any personal data.
15. Access and audit
15.1. The Customer shall permit CaptionHub and/or its advisors, on reasonable written notice from CaptionHub and during normal business hours, to enter the premises of the Customer and to access such systems and information as is reasonably necessary for CaptionHub to verify the Customer’s and its End Users’ compliance with the terms of this Agreement (an "Audit").
15.2. In the event that any non-compliance is discovered, the Customer shall rectify such non-compliance (including any underpayment of Charges) within 15 days of notice from CaptionHub requiring the same. If the non-compliance is material (including, in the case of under-payment, 5% or more of the Charges over the previous 6 months), the Customer shall also be liable for and shall pay CaptionHub’s reasonable costs of carrying out the relevant Audit (if applicable).
16. Assignment and novation
16.1. The Customer shall not assign, novate or otherwise dispose of or create any trust in relation to any or all of its rights and obligations under this Agreement without the prior written consent of CaptionHub (such consent not to be unreasonably withheld or delayed).
16.2. CaptionHub may assign, novate or otherwise dispose of or create any trust in relation to any or all of its rights and obligations under this Agreement provided it gives written notice of such to the Customer as soon as reasonably practicable after such has occurred.
17. General
17.1. Variation: CaptionHub may vary the terms of this Agreement on 2 months’ written notice to the Customer. If the Customer does not accept the variation, the Customer can terminate the Agreement, such termination to take effect on the variation effective date. Any other variation of this Agreement must be in writing and signed by both parties to be effective, or the Customer must have clicked a box indicating its acceptance to the varied terms.
17.2. Waiver: No failure or delay by a party to exercise any right or remedy provided under this Agreement shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy.
17.3. Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes any previous arrangement, understanding or agreement between them relating to the subject matter of this Agreement. Each party acknowledges that, in entering into this Agreement, it does not rely on any statement, representation, assurance or warranty of any person (whether a party to this Agreement or not) other than as expressly set out in this Agreement.
17.4. Severance: If any court or competent authority finds that any provision of this Agreement (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of this Agreement shall not be affected.
17.5. Third Party Rights: No person other than a party to this Agreement shall have any rights to enforce any term of this Agreement.
17.6. Counterparts: This Agreement may be executed in any number of counterparts, each of which when executed shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.
18. Force majeure
18.1. Neither party shall in any circumstances be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure results from a Force Majeure Event.
18.2. If a Force Majeure Event prevents or delays CaptionHub or the Customer in their respective performance of a material part of their obligations under this Agreement for a period exceeding 90 days (or such other period as may be agreed between the parties), the party not affected by the Force Majeure Event may terminate this Agreement immediately on written notice to the other. Where this is the case, the Customer shall not be obliged to pay any Charges to the extent CaptionHub was unable to perform Service after the date the Force Majeure Event first occurred, and CaptionHub will refund to the Customer a corresponding proportion of Charges paid in advance which relate to any part of the Service which CaptionHub was unable to perform.
19. Notices
19.1. Any notice required to be given pursuant to this Agreement shall be in writing and shall be delivered personally, or by prepaid post (by airmail post if to an address outside the country of posting), or by email to the relevant party at the address set out in the Order Details or any other address as either party notifies to the other in writing from time to time.
19.2. A notice shall be deemed to have been received:
19.2.1 if delivered personally, at the time of delivery; or
19.2.2 in the case of pre-paid first class post, 3 Working Days (or 5 Working Days if to an address outside the country of posting) from the date of posting; or
19.2.3 in the case of email, at the time of transmission provided: (i) no delivery failure or out of office notification is received; and (ii) time of transmission is between the hours of 9:00 a.m. and 5:00 p.m. on a Working Day, otherwise the notice will be deemed received on the next Working Day.
20. Governing law and jurisdiction
This Agreement shall be governed by and construed in accordance with English law and without prejudice to the Dispute Resolution Procedure each party agrees to submit to the non-exclusive jurisdiction of the courts of England and Wales.
21. Definitions
21.1. In these Terms:
“Agreement” means these Terms, together with the Order Details and Data Processing Addendum;
“Anonymised Data” means data in an anonymous form generated by CaptionHub from (i) the Customer Content, in connection with the provision of the Service; and (ii) the Customer’s and End Users’ usage of the functionality within the Service;
“Base Subscription” means a rolling monthly or annual subscription for the Service with agreed Charges payable in advance for an agreed quantity of End Users, output minutes and bolt-ons;
"CaptionHub Group" means CaptionHub and its affiliate companies from time to time;
“CaptionHub Materials” means any materials, designs, logos (or other brand identity), domain names, documentation, processes and procedures, information, programs, software and codes supplied by CaptionHub to the Customer through the Service or otherwise;
“Confidential Information” means all confidential information (however recorded, preserved or disclosed) disclosed by a party or its Representatives to the other party and that party's Representatives in connection with this Agreement, including any information that would be regarded as confidential by a reasonable business person relating to: (i) the business, affairs, customers, clients, suppliers, plans, intentions, or market opportunities of the disclosing party; and (ii) the operations, processes, product information, know-how, designs, trade secrets or software of the disclosing party and any information or analysis derived from Confidential Information. Confidential Information shall exclude information: (a) generally available to the public (other than as a result of breach of confidentiality obligations); (b) available or which comes available to the receiving party on a non-confidential basis before disclosure; or (c) independently developed without access to such Confidential Information;
“Charges” means the fees for the Service as detailed in the Order Details;
“Cover Sheet” means a separate cover sheet providing details of the Customer’s subscription, including the Subscription Start Date, the subscription usage limits, the Charges and any agreed special terms, as executed by CaptionHub and the Customer;
“Customer Content” all content, information, materials or data uploaded to the Service or otherwise provided to CaptionHub by the Customer or End Users as part of using the Service, excluding Anonymised Data
“Customer Materials” means the Customer Content together with any designs or logos (or other brand identity), supplied by (or on behalf of) the Customer to CaptionHub in connection with this Agreement but excluding the CaptionHub Materials;
“Data Processing Addendum” CaptionHub’s Data Processing Addendum available here
“Force Majeure Event” means any event outside the reasonable control of either party affecting its performance of its obligations under this Agreement arising from acts, events, omissions, happenings or non-happenings beyond its reasonable control, including acts of God, riots, war or armed conflict, acts of terrorism, acts of government, local government or regulatory bodies, fire, flood, storm or earthquake, disaster or any action taken by a third party in relation to any third party software;
“Initial Subscription Term” means the initial subscription period set out in the Order Details starting on the Subscription Start Date;
“Intellectual Property Rights” means patents, utility models, rights to inventions, copyright (including source code) and neighbouring and related rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection that subsist or will subsist now or in the future in any part of the world;
“Order Details” means, (i) where the Customer purchases a subscription for the Service via CaptionHub’s online checkout, the subscription details confirmed via the online checkout (including the Subscription Start Date, the subscription usage limits, the Charges and any agreed special terms) and summarised in an order acknowledgement email; or (ii) in any other cases, the Cover Sheet;
“Representatives” means employees, workers, agents, officers, advisers and other representatives of that party including in the case of the Customer, the End Users;
“Subscription Start Date” means the subscription start date as set out in the Order Details;
“Subscription Term” means the Initial Subscription Term together with any Extended Subscription Term;
“Usage Subscription” means a rolling monthly subscription for the Service for which the Customer pays Charges monthly in arrears, calculated at CaptionHub’s then current usage price list, based on actual usage in the relevant calendar month;
“User Terms” means the end user licence terms available here, as amended from time to time; and
“Working Days” means a day (other than a Saturday or Sunday or bank and/or public holiday in England or Wales).
21.2.1 In the case of conflict or ambiguity between the provisions of this Agreement the following order of priority shall apply: (1) the Order Details; (2) the Data Processing Addendum; and (3) these Terms.
21.2. Unless the context otherwise expressly requires, references to:
21.3.1 "including" or "includes" shall be deemed to have the words "without limitation" inserted after them;
21.3.2 “writing” or “written” includes e-mail;
21.3.3 references to any applicable laws (including to the Data Protection Laws and each of them) and to terms defined in such applicable laws shall be replaced with or incorporate (as the case may be) references to any applicable laws replacing, amending, extending, re-enacting or consolidating such applicable law (including the UK GDPR and any new Data Protection Laws from time to time) and the equivalent terms defined in such applicable laws, once in force and applicable; and a reference to a law includes all subordinate legislation made under that law; and
21.3.4 a time shall be GMT or BST (as applicable).
Link to the DPA here
Link to User Terms here