Terms and Conditions

Please read these terms and conditions carefully as they govern your use of our Caption.Ed product and service (the “Service”) and limit our liability to you. Details of the Service are published on our website at www.caption-ed.com (our “Website“).

By accepting these terms and conditions and/ or registering to use the Service you are forming a contract and agreeing to the terms that appear below. In the case of Individual Subscriptions (as defined below) references to “you” and “your” are to you as an individual. In the case of Enterprise Subscriptions (as defined below) references to “you” and “your” are to the University or business or organisation which is purchasing (or has purchased) a Subscription.

If you register to use the Service and/ or agree to these terms and conditions on behalf of a University or business or organisation, you represent and warrant to us that you have authority to do so.

If you have any questions please email us at [email protected]

GENERAL TERMS

1. Provision of the Service

1.1. The Service is provided by CareScribe Ltd, a company incorporated in the United Kingdom under number 12110664 whose registered office is at 33B Springmeadow Lane, Uppermill, United Kingdom (the “CareScribe”).

1.2. To purchase a subscription allowing you to access and use the Service (your “Subscription“) you must either complete our online order/ registration form (available on our Website) or sign or otherwise confirm your agreement to our offline order form which we have issued to you (the “Order Form“). Your Agreement with us will only start once we have emailed you to confirm that we have accepted your Order Form and we reserve the right to decline to accept your Order Form if we consider it appropriate to do so (in our absolute discretion).

1.3. Your Agreement with us will consist of the Order Form and these Terms and Conditions to the exclusion of any other terms you may seek to impose or incorporate, including any standard terms and conditions for the purchase of goods or services you may issue to us, or make reference to, whether in any purchase order or similar documents or otherwise.

1.4. We offer two kinds of Subscription. An “Individual Subscription” allows a single named individual to access and use the Service in accordance with these Terms and Conditions. An “Enterprise Subscription” can be purchased by a named University or business or organisation and allows an agreed number of their students, staff or personnel to access and use the Service. In either case, you are responsible for all use which is made of the Service by any individual, students, staff, personnel or other persons who are permitted to use the Service under your Subscription (“Users“) and for ensuring that all such Users agree to and abide by these Terms and Conditions.

1.5. Each User will be allocated a user name and password or other unique identifier (“User ID”) which must only be used by the person or persons who are authorised to access and use the Service as part of the Subscription you have purchased. You are responsible for all use of the Service using any User ID issued in connection with your Subscription and for preventing unauthorised use of any such User ID.

1.6. If you believe there has been any breach of security such as the disclosure, theft or unauthorised use of any User ID, you must notify CareScribe immediately by emailing [email protected] If CareScribe reasonably believes that any User ID is being used in any way which is not permitted by these Terms and Conditions, CareScribe reserves the right to suspend access rights immediately on giving notice to you in accordance with clause 11 and to block access from the User ID until the issue has been resolved.

1.7. By purchasing a Subscription to use the Service, you represent, warrant and agree that you have provided CareScribe with accurate and complete information in the Order Form and that it is your responsibility to update CareScribe of any changes to that information (including your email address) by emailing [email protected]

1.8. The Service enables Users to transcribe/ generate captions from pre-recorded and live audio and video and to make and store notes alongside such transcriptions and captions. The precise features and functionality available to you, as well we any limitations or restrictions on your use of the Service (including limits on the number of permitted Users), will depend on the Subscription you have purchased. Further details of the various Subscriptions which are available, as well as the features and functionality included as part of them, can be found at www.caption-ed.com.

1.9. CareScribe is continually seeking to improve the Service. CareScribe reserves the right, at its discretion, to make changes to any part of the Service provided that it does not materially reduce the content or functionality.

1.10. Following CareScribe’s acceptance of your Order Form, CareScribe will make the Service available to you and except as set out in these Terms and Conditions you will have no right to cancel the contract before the end of your Subscription once we have done so.

2. Intellectual Property

2.1. The Service and all copyright and intellectual property rights in it belong to CareScribe (or its licensors). Subject to clause 2.2 you may access and use the Service for the purpose for which it was intended, namely to assist your authorised Users to transcribe/ generate captions from pre-recorded and live audio and video.

2.2. You may not, except as expressly authorised under this Agreement or by CareScribe in writing:

2.2.1. redistribute or resell use of or access to the Service in any way or use the Service on behalf of third parties or to provide a bureau service;

2.2.2. translate, reverse engineer, decompile, disassemble, modify or create derivative works based on the Service (except as expressly permitted by applicable law);

2.2.3. use the Service (or any part thereof) commercially or for monetary or other reward or grant any third party a sub-licence in respect of the Service; or

2.2.4. remove any copyright or trade mark notices of CareScribe (or its licensors) from any part of the Service.

2.3. You acknowledge that “CareScribe” and “Caption.Ed” and any associated logos are the brand names of the CareScribe and protected by intellectual property laws. You agree that you may not use them without prior written permission of CareScribe.

3. Subscription Fees

3.1. The standard fees payable for your Subscription (“Subscription Fees”) will be calculated in accordance with your Order Form or (to the extent not detailed in your Order Form) our standard price list in effect at the relevant time. Details of our standard price list can be found at www.caption-ed.com.

3.2. For Individual Subscriptions, the Subscription Fee will consist of a “Monthly Licence Fee“, which must be paid in advance, entitling the User to transcribe/ caption a stated number of hours/ minutes of audio or video content each month. Your Subscription will automatically renew at the end of each month in accordance with clause 3.5 below unless you have given notice to terminate it and you authorise us to take payment of a further Subscription Fee to enable you to continue using the Service.

3.3. For Enterprise Subscriptions, Subscription Fees will consist of: (i) an “Annual License Fee” which will depend on the number of Users you require and which must be paid annually in advance; and/ or (ii) a “Speech to Text Pay as You Go Fee[CP1] [BG2] which will depend on the number of hours/ minutes transcription/ captioning which has been undertaken by your Users in any calendar year and which must be paid monthly or annually (as detailed in your Order Form). [CP3] [BG4] Unless expressly agreed otherwise in writing by us, these Subscription Fees will be calculated in accordance with our standard price list in force from time to time. For Enterprise Subscriptions, your Subscription will renew automatically on each anniversary of the start of your Subscription in accordance with clause 3.5 unless you have given notice to terminate it.

3.4. You must arrange to pay all Subscription Fees by such method of payment as CareScribe reasonably requests from time to time. If CareScribe invoices you in respect of any Subscription Fees (or other sums) payable under this Agreement, you agree to pay any such invoice within thirty (30) days of receipt. CareScribe shall be under no obligation to provide the Service to you if you have failed to pay any Subscription Fees when they are due for payment.

3.5. CareScribe will endeavour to give you reasonable advance warning when your current Subscription period is coming to an end and due to renew and when further Subscription Fees will need to be paid to renew it. CareScribe also reserves the right to increase the Subscription Fees due in respect of your Subscription by giving you reasonable prior notice in writing at any time during your Subscription. Your Subscription will automatically renew for successive periods and CareScribe will have the right to take payment of (or where applicable invoice you for) the next Subscription Fee (or the increased Subscription Fee) using the payment details you have provided, unless you have informed CareScribe that you wish to terminate your Subscription in accordance with clause 9.3.

3.6. In addition to the standard Subscription Fees detailed above, CareScribe shall be entitled to charge additional fees (“Additional Services Fees“) for providing additional or ancillary products and services in connection with your Subscription, including (without limitation) additional hosting space for transcription data or live transcription services or bespoke configuration work (“Additional Services“). You agree to pay any and all applicable Additional Services Fees as agreed with CareScribe or in accordance with CareScribe’s price list in force from time to time and by such method of payment as CareScribe may require from time to time.

4. Content and Transcription Dat

4.1. The Service allows Users to: (i) transcribe and generate captions for pre-recorded and live audio and video content (“Content“); (ii) to display and store the resulting transcriptions and captions generated by the Service (“Transcription Data“); and (iii) to make and store notes alongside the transcriptions and captions the User creates (“Notes“). Whilst CareScribe does not seek to monitor or control Content transcribed or processed using the Service, or Transcription Data or Notes generated using the Service, it does reserve the right to delete, remove, move, edit or deny or block access to any Content or Transcription Data or Notes where (in its absolute discretion) it considers it prudent or necessary to do so.

4.2. You agree to comply with (and procure that your Users comply with) all applicable laws and regulations when using our Service. You are solely responsible for all Content accessed, transcribed or processed by your Users using the Service, as well as any Transcription Data and Notes generated by your Users, in connection with your Subscription. You must ensure that all Content accessed, transcribed or processed and any Transcription Data generated, by you (or your Users), in connection with your Subscription, is lawful and that it is not harmful to others or otherwise objectionable. In particular you must not access, transcribe or process any Content using the Service, or generate or create any Transcription Data or Notes, that:

4.2.1. is/ are fraudulent, dishonest or misleading;

4.2.2. is/ are unlawful, harassing, libellous, abusive, threatening, harmful, vulgar, obscene, or otherwise objectionable or breaches any applicable laws;

4.2.3. encourages conduct that constitutes a criminal offence, gives rise to civil liability or otherwise breaches any applicable laws, regulations or code of practice;

4.2.4. infringes the copyright or other rights of any third party; or

4.2.5. is/ are technically harmful (including, without limitation, computer viruses or other malicious software or harmful data).

4.4. You expressly acknowledge and agree that CareScribe shall be permitted to retain and use (and to permit its licensors and suppliers to retain and use) Transcription Data for the purposes of developing and improving the transcription and captioning technologies and services they provide.

5. Warranties

5.1. Subject always to the specific disclaimers contained in clause 6 below, CareScribe warrants that: (i) it has the right to make the Service available to you under these Terms and Conditions; and (ii) it will use reasonable skill and care in making the Service available to you; and (iii) the Service when properly used will conform in all material respects with the description of the Service published by CareScribe on its Website from time to time.

5.2. Because of the nature of the Internet and software, errors and omissions do occur. Accordingly, save as provided in clause 5.1, CareScribe does not give any other warranties in respect of the Service or its availability. In particular, CareScribe makes no warranty that your use of the Service will be continuously available, uninterrupted or error free, or that the Service is free from infection by viruses or anything else that has contaminating or destructive properties. All implied warranties are excluded from this Agreement to the extent that they may be excluded as a matter of law.

6. Specific Disclaimers

6.1. The Service has been made available by CareScribe as a tool to assist Users to transcribe and generate captions for pre-recorded and live audio and video content and to add and store notes to such transcriptions and captions. Although CareScribe (and its licensors and suppliers) are continually seeking to improve the accuracy of the processes and technologies they use, no automated nor human transcription or captioning service can guarantee total accuracy. Furthermore, the quality of the results generated by using the Service can depend, to a very great extent, on a wide range of factors, including (without limitation) the nature and quality of the Content being captioned or transcribed, many of which are outside of the control of CareScribe (and its licensors and suppliers).

6.2. Accordingly, CareScribe does not warrant or guarantee that the Service, nor any Transcription Data generated using the Service, will be comprehensive, accurate or error free. Furthermore, CareScribe does not warrant or guarantee that the Service will be capable of identifying, or that it will correctly identify: (i) the words used in any Content; or (ii) the correct spelling of such words.

6.3. By using the Service you (and your Users) understand and agree that you/they remain solely responsible for checking the accuracy and quality of any Transcription Data generated using the Service. To the fullest extent permitted by law, CareScribe disclaims all responsibility and liability to you, and your Users, and any third party, for any loss or damage arising directly or indirectly as a result of any use or reliance on any Transcription Data generated or created by the Service.

6.4. If you have purchased an Enterprise Subscription, or if you have purchased an Individual Subscription for use by another User, you acknowledge and agree that by default the Service is configured to allow all Users to transcribe and generate captions for any compatible Content which the User is able to access using their browser[CP1] [BG2]  or the desktop app. Accordingly, you agree that you shall be responsible for all Content they transcribe or process using the Service and all Subscription Fees and other sums which are payable to CareScribe as a consequence. If you wish to configure the Service so that it can only be used by Users to transcribe and process specific Content, then please contact CareScribe to discuss your requirements. However, CareScribe reserves the right to charge Additional Services Fees for any work involved in implementing your requirements.

7. Lmitation of Liability

7.1. CareScribe will use its reasonable endeavours to remedy material faults in the Service, or any breach of the warranties given at clause 5.1 above, which are reported to it during your Subscription. If CareScribe is in breach of these Terms and Conditions and/ or its Agreement with you, you agree that your only recovery for damages that you incur, and your exclusive remedy, shall be limited to an amount equivalent to any Subscription Fees (and any Additional Fees) paid in relation to your use of the Service for the relevant Subscription period.

7.2. CareScribe, will not be liable for any business losses such as lost data, lost profits or business interruption arising from your (or your Users’) use or inability to use the Service, or from any action taken (or refrained from being taken) as a result of using the Service.

7.3. Notwithstanding the above provisions of this clause 7, nothing in these Terms and Conditions shall limit or exclude CareScribe’s liability for fraud, or for death or personal injury caused by CareScribe’s negligence, or for any other liability which may not be limited or excluded as a matter of applicable law.

8. Privacy Policy and Data Protection

8.1. Personal information that you provide about yourself (or your Users), which you upload to the Service will be used by CareScribe in accordance with its Privacy Policy. Please read the Privacy Policy carefully and if you have any questions please email [email protected]

8.2. If you (or your users) use the Service to record, process or store any personal data concerning third parties (including any third party personal data which may be contained in any recording or notes made using the service or any content transcribed or processed using the Service), you must ensure that you have obtained all necessary consents and permissions and taken all other action necessary to ensure that such processing of personal data is compliant with all applicable laws concerning privacy and data protection.

8.3. Without in any way limiting the general obligation under clause 8.2, you specifically acknowledge and agree that you must not use the Service (nor permit your Users to use the Service) to record, transcribe, process or store any content (including pre-recorded or live audio or video content) which contains any “special category personal data” or personal data concerning criminal offences or convictions or any other personal data which is likely to be of a particularly sensitive or confidential nature, without obtaining the explicit, informed and freely given consent of any persons with whom that data is concerned, including their consent that the data will be processed by Carescribe (and its licensors and technology providers) for “Service Provision Purposes” as well as “Product Development Purposes” (as defined in ANNEX 2).  For the purposes of this clause “special category personal data” means any personal data revealing or concerning an identifiable person’s racial or ethnic origin, political opinions, religious or philosophical beliefs, trade union membership, genetic data, biometric data (where used for identification purposes), health, sex life or sexual orientation.

8.4. You agree to indemnify us and hold us harmless in respect of any claim or loss, damage or expenses we may incur or suffer as a consequence of any breach of this clause 8 (including any failure to obtain any consents or permissions required to lawfully record, transcribe, process and store content containing personal data, contrary to clause 8.2 and/ or 8.3 above).

8.5. In the event that you use the Service to record, process or store any personal data concerning third parties, then to the extent that CareScribe processes that personal data in connection with this Agreement, we each agree that the provisions of ANNEX 2 shall apply and we each agree to comply with the terms of ANNEX 2.

9. Term and Termination

9.1. Unless otherwise stated or agreed in writing, all Subscriptions will commence on the date that CareScribe accepts your Order Form and will continue for the period of your Subscription, after which it will automatically renew for successive periods (in accordance with clause 3.5) unless and until terminated in accordance with this clause 9.

9.2. If you are a Consumer (as defined in clause 10.1) and you have purchased an Individual Subscription you may cancel your Subscription within 14 days of the date you purchased your Subscription in accordance with clause 10 below, in which event you may be able to claim a full or (to the extent that you have made use of the Service) partial refund of any Subscription Fees you have paid.

9.3. In all cases, you may terminate your Subscription for convenience at any time by giving us not less than thirty (30) days notice in writing. However, in these circumstances, you will not be entitled to receive a refund of any Subscription Fees you have already paid prior to the end of your then current Subscription period. In addition, if you have purchased an Enterprise Subscription which is subject to a minimum term, you must pay all Subscription Fees due in respect of the Minimum Term.

9.4. CareScribe may terminate your Subscription, and/ or terminate or suspend your access to and ability to use the Service, at any time by written notice if: (i) you have failed to pay any Subscription Fees (or other fees of sums) due in respect of your Subscription by the due date for payment; or (ii) you are otherwise in material breach of these Terms and Conditions and/ or your Agreement with CareScribe and the breach is not remedied within the period of fourteen (14) days after written notice of the breach has been given to you.

9.5. CareScribe may suspend your access to the Service at any time with immediate effect, if it reasonably believes you are in breach of clause 4 or 8.

9.6. CareScribe may discontinue the Service at any time by giving you not less than thirty (30) days notice in writing. In this situation, your Subscription will usually cease on the next renewal date (or such later date as CareScribe may specify). In rare cases, CareScribe may need to terminate your subscription before the end of your current Subscription period where CareScribe (acting reasonably) considers it necessary to do so. However, under those circumstances, you will be entitled to receive a pro-rata refund of any Subscription Fees you have paid for the unexpired (or unused) part of your Subscription.

9.7. You may terminate this Agreement and receive a pro-rata refund of any Subscription Fees you have paid, if CareScribe is in material breach of these Terms and Conditions and/ or its Agreement with you and the breach is not remedied within the period of thirty (30) days after written notice of the breach has been given to CareScribe.

9.8. Following termination of your Subscription for any reason you will no longer be able to access or use the Service or any Transcription Data or Notes you have created.

10. Consumer Cancellation (and Other ) Rights

10.1. For the purposes of this clause and these Terms and Conditions generally, you are a “Consumer” if: (i) you are an individual; and (ii) you are purchasing (or have purchased) an Individual Subscription from CareScribe wholly or mainly for personal use (i.e. not for use in connection with your trade, business, craft or profession).

10.2. If you are a Consumer, and you have purchased an Individual Subscription as such, you have a legal right to change your mind within fourteen (14) days and receive a refund. These are your rights under the Consumer Contracts Regulations 2013. You have fourteen (14) days following the day that you purchased your Individual Subscription to exercise this right. However, if you have accessed and used the Service during this period, we reserve the right to charge a reasonable price for your use of the Service up until the time you tell us that you have changed your mind. For instance, you will not be entitled to receive a refund in respect of any transcription hours/ minutes you have used. If you have changed your mind, please let us know by either: (i) emailing us at [email protected]; or (ii) printing off the form appended to these terms and conditions at Annex 1 and sending it to us at the address given in clause 1.1 (or you can simply write to us at that address including the information required in that form). We will refund to you the Subscription Fee you have paid for your Individual Subscription. However (as noted above) we may deduct a reasonable amount for any use you have made of the Service before you notified us that you have changed your mind. Refunds will be given within fourteen (14) days of you notifying us that you have changed your mind.

10.3. In addition, if you are a Consumer, then you may enjoy certain other legal rights and protections under applicable law, in addition to those mentioned in clause 10.2 above or elsewhere in this Agreement. Nothing in these Terms and Conditions or our Agreement with you will affect your statutory or legal rights as a Consumer.

11. Third Party Software, Services and Components

11.1. The Service may utilise, contain, or work in conjunction with, certain third party software, services and components (which may include, without limitation, open-source software and software components) (“Third Party Components“). In addition to these Terms and Conditions and your Agreement with CareScribe, the use of such Third Party Components as part of the Service may be governed by additional license terms and other terms and conditions and legal notices and disclaimers (“Third Party Terms“). Details of relevant Third Party Components and any applicable Third Party Terms governing their use, will be published at carescribe.io/legal-security/

11.2. Accordingly, in addition to the terms and conditions contained in this Agreement, you agree to abide by (and to procure that your Users abide by) any applicable Third Party Terms governing the use of any Third Party Components. In the event of any conflict or inconsistency between these Terms and Conditions and any relevant Third Party Terms, the Third Party Terms shall prevail with respect to the relevant Third Party Component.

12. Notices

12.1. All notices shall be given to CareScribe via email at [email protected] or by post at 33B Springmeadow Lane, Uppermill, Oldham, OL3 6HW, United Kingdom[CP1] [BG2] ; or to you at either the email or postal address you provide when you register with us for your Subscription.

12.2. Notice will be deemed received when an email is received (or else on the next business day if it is received on a weekend or a public holiday in the place of receipt) or 3 days after the date of posting.

13. General

13.1. CareScribe may transfer and/or assign its rights and/or obligations under its Agreement with you. This will not affect your rights under that Agreement. You may not transfer any of your rights or obligations under your Agreement with CareScribe without first obtaining the consent of CareScribe.

13.2. Nothing in these Terms and Conditions and/ or our Agreement with you shall confer your rights on any other person.

13.3. If you breach these Terms and Conditions and/ or your Agreement with CareScribe and CareScribe ignore this, CareScribe will still be entitled to use its rights and remedies at a later date or in any other situation where you breach these terms and conditions and/ or your Agreement with CareScribe.

13.4. These Terms and Conditions, together with your Order Form, our Privacy Policy, any other documents referred to in these Terms and Conditions and any other legal terms and notices we may publish on the Service from time to time (collectively the “Agreement“), represents the entire agreement between the parties in relation to its subject matter and may be amended only by our agreement in writing.

13.5. The Agreement shall be governed by English law. We will try to solve any disagreements quickly and efficiently. If either of us want to take court proceedings in relation to this Agreement we agree that the courts of England and Wales shall have non-exclusive jurisdiction to handle those proceedings.

13.6. We may amend or update the Terms and Conditions governing use of the Service at any time by giving you not less than thirty (30) days notice in writing. Your Agreement with CareScribe will be governed by the Terms and Conditions referenced in your Order Form or published on our Website when your Subscription started, or (if more recently) which were in force on the date that your Subscription was last renewed.

13.7. These terms and conditions were last updated on 21.12.2021.

14. Fair Usage Conditions

14.1. Certain Subscriptions to use the Services may be subject to “Fair Usage” limits and quotas. Details of the Fair Usage limits and quotas applicable to certain types of Subscription to use the Service can be viewed at www.caption-ed.com/fair-usage-limits.

ANNEX 1

MODEL CANCELLATION FORM FOR CONSUMER CUSTOMERS

(Complete and return this form only if you wish to withdraw from the contract)

To: CareScribe Ltd, 33b Springmeadow Lane, Uppermill, Oldham, OL3 6HW, United Kingdom

I/ We [*] hereby give notice that I/We [*] cancel my/our [*] contract for the supply of the following services,

Ordered on,

Name of Consumer(s),

Address of Consumer(s),

Signature of Consumer(s) (only if this form is notified on paper)

Date

[*] Delete as appropriate

ANNEX 2

DATA PROTECTION ADDENDUM

This Data Protection Addendum shall apply where the Customer (as defined below) uses the Service to process Customer Personal Data (as defined below):

1. Definitions

1.1. In this Data Protection Addendum terms defined in the Caption-Ed Terms and Conditions shall have the meaning given there, and the following terms shall have the following meanings:

1.1.1. “Customer”: means the individual, University, business or organisation who has subscribed to use CareScribe’s Service;

1.1.2. “Customer Personal Data”: means personal data processed by the Customer (or its Users) using the Service;

1.1.3. “Data Protection Legislation”: means all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR; the Data Protection Act 2018 (DPA 2018) (and regulations made thereunder); and the Privacy and Electronic Communications Regulations 2003 (SI 2003 No. 2426) as amended;  

1.1.4. “personal data”, ” controller”, “personal data breach”, ” processor”, “process”, “data subject” and any equivalent terms shall have the meaning given in Data Protection Legislation;

1.1.5    “UK GDPR” has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.

2. General Obligations of the Parties

2.1. Both parties will comply with all applicable requirements of the Data Protection Legislation. This Data Protection Addendum is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation.

3. Processing For Service Provision Purposes

3.1  This Section 3 shall apply to the extent that CareScribe processes any Customer Personal Data on the Customer’s behalf for the purpose of providing the Service to the Customer (“Service Provision Purposes“).

3.2. The parties acknowledge and agree that:

3.2.1. if (or to the extent that) CareScribe processes any Customer Personal Data on the Customer’s behalf when performing its obligations under its Agreement for Service Provision Purposes, then the parties have determined that the Customer is the controller and CareScribe is the processor for the purposes of the Data Protection Legislation;

3.2.2. Paragraph 3.7 below sets out, with respect to any processing of Customer Personal Data for Service Provisions Purposes, the scope, nature and purpose of processing by CareScribe, the duration of the processing and the types of personal data (as defined in the Data Protection Legislation) and categories of data subject;

3.2.3. with respect to processing of Customer Personal Data for Service Provision Purposes, then, except where (and to the extent that) we have expressly agreed only to host and/ or process data in a particular geographical location under our agreement with you, the personal data may be transferred or stored outside the UK or the country where the Customer is located in order to provide the Service and CareScribe’s other obligations under the Agreement between the parties.

3.3. Without prejudice to the generality of Paragraph 2.1, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Customer Personal Data to CareScribe for the duration and purposes of the Agreement between the parties so that CareScribe may lawfully use, process and transfer the Customer Personal Data in accordance with the Agreement on the Customer’s behalf.

3.4. Without prejudice to the generality of Paragraph 2.1, CareScribe shall, in relation to any Customer Personal Data processed by Carescribe under this Agreement for Services Provision Purposes:

3.4.1. process that Customer Personal Data only on the written instructions of the Customer unless CareScribe is required by the laws of the UK or any member of the European Union or by the laws of the European Union applicable to CareScribe to process Personal Data (“Applicable Laws”). Where CareScribe is relying on laws of the UK or a member of the European Union or European Union law as the basis for processing Personal Data, CareScribe shall promptly notify the Customer of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit CareScribe from so notifying the Customer;

3.4.2. not transfer any Personal Data outside of the UK unless the following conditions are fulfilled: (i) the Customer or CareScribe has provided appropriate safeguards in relation to the transfer; (ii) the data subject has enforceable rights and effective legal remedies; (iii) CareScribe complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and (iv) CareScribe complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the Personal Data;

3.4.3. assist the Customer, at the Customer’s cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

3.4.4. notify the Customer without undue delay on becoming aware of a personal data breach;

3.4.5. at the written direction of the Customer, delete or return Customer Personal Data and copies thereof to the Customer on termination of the Agreement between the parties unless required by Applicable Law to store the Customer Personal Data; and

3.4.6. maintain complete and accurate records and information to demonstrate its compliance with this Data Protection Addendum and to allow the Customer or the Customer’s designated auditor to audit and inspect such records on reasonable prior notice to CareScribe.

3.5. Each party shall ensure that it has in place appropriate technical and organisational measures, (where applicable) reviewed and approved by the other party, to protect against unauthorised or unlawful processing of Customer Personal Data and against accidental loss or destruction of, or damage to, Customer Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures.

3.6. The Customer consents to CareScribe appointing third-party processors of Customer Personal Data from time to time, as further detailed in CareScribe’s Privacy Policy from time to time in force. The Supplier confirms that it has entered or (as the case may be) will enter with such third-party processors written agreements incorporating terms which are similar to those set out in this Data Protection Addendum. As between the Customer and CareScribe, CareScribe shall remain fully liable for all acts or omissions of any third-party processor appointed by it.

3.7. The Table below details, in respect of Customer Personal Data which may be processed under the Agreement between the parties, for Service Provision Purposes, the scope, nature and purpose of processing by CareScribe, the duration of the processing and the types of personal data and categories of data subject

Scope of Processing by CareScribe:
CareScribe (in conjunction with its own suppliers) provides a Service to assist the Customer (and its Users) to transcribe and generate captions for pre-recorded and live audio and video content and to add and store notes to such transcriptions and captions. CareScribe may process Customer Personal Data which the Customer processes using the Service, for the purpose of making the Service available to the Customer.
Purpose of Processing:
CareScribe shall process the Customer Personal Data as may be required for the purpose of providing the Service to the Customer and enabling the Customer to use the Service.
Duration of the Processing:
The processing shall continue for so long as the Agreement between the parties remains in force and the Service are being made available for use by the Customer.
Types of Personal Data:
The types of personal data being processed shall be any personal data concerning third parties which may be contained in pre-recorded or live audio and video content which the Customer (or its Users) make, transcribe or otherwise process using the Service as well as any Notes which the Customer (or its Users) make or store using the Service.
Categories of Data Subject:
The categories of a data subject shall be any persons whose personal data is contained in pre-recorded and live audio and video content which the Customer (or its Users) makes, transcribes or otherwise processes using the Service or in Notes made or stored by the Customer (or its Users) using the Service.

4. Processing for Product Development Purposes

4.1 This Section 4 shall apply to the extent that CareScribe any Customer Personal Data, which may be contained Content or Transcription Data, for purposes of developing and improving the Service as well as the transcription technologies its uses (“Product Development Purposes“).

4.2. The parties have determined that if (or to the extent that) CareScribe processes any Customer Personal Data, contained in Content or Transcription Data, for Product Development Purposes, then for these specific purposes, Carescribe shall act as a separate and independent data controller for the purposes of the Data Protection Legislation.

4.3. With respect to any processing of Customer Personal Data by Carescribe, for Product Development Purposes, paragraph 4.11 below sets out the scope, nature and purpose of processing by CareScribe, the duration of the processing and the types of personal data (as defined in the Data Protection Legislation) and categories of data subject which may be processed.

4.4. The parties consider that the use of Content and Transcription Data, stored or processed by the Customer on or using Carescribe’s Service (which may incidentally include Customer Personal Data), for Product Development Purposes, will serve to benefit the Customer, as well as other users of the service and society more generally by improving the accessibility of Content to individuals, including individuals with disabilities. Since the Content and Transcription Data stored or processed by the Customer using the Service, will only incidentally and (in most contexts in which the Service is intended to be used) rarely include any Customer Personal Data, it is considered that the risk to data subjects arising from any such processing will be low.

4.5. Under this Section 4, Carescribe agrees to only process Customer Personal Data for “Product Development Purposes”. Carescribe shall not process the Customer Personal Data in a way that is incompatible with the purposes described in this Addendum.

4.6.  Carescribe agrees to provide such assistance as is reasonably required by the Customer from time to time to enable the Customer to comply with the exercise by a data subject of their rights under the Data Protection Legislation with respect to any Customer Personal Data processed pursuant to this Data Protection Addendum within the time limits imposed by the Data Protection Legislation.

4.7. With respect to any processing under this Section 4, Carescribe shall ensure that it has in place appropriate technical and organisational measures, to protect against unauthorised or unlawful processing of Customer Personal Data and against accidental loss or destruction of, or damage to, Customer Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures.

4.8. Carescribe shall not retain or process Customer Personal Data for longer than is reasonably necessary to carry out the Product Development Purposes.

4.9. Carescribe may permit its technology partners and suppliers (“Third Parties”) to process Customer Personnel for the Product Development Purposes. If Carescribe permits a Third Party to process any Customer Personal Data for the Product Development Purposes, it shall comply with the relevant provisions of the Data Protection Legislation and shall remain liable to the Customer for the acts and/or omissions of the Third Party. Carescribe shall ensure that that Third Party is bound by contractual provisions governing its processing of any Customer Personal Data equivalent to those contained in this Addendum.

4.10. Carescribe shall not transfer Customer Personnel Data outside the UK or EEA unless it; (a) complies with the provisions of the Data Protection Legislation; and (b) ensures that (i) the transfer is to a country approved under the applicable Data Protection Legislation as providing adequate protection ; or (ii) there are appropriate safeguards or binding corporate rules in place pursuant to the applicable Data Protection Legislation; or (iii) the transferor otherwise complies with its obligations under the applicable Data Protection Legislation by providing an adequate level of protection to any Customer Personal Data that is transferred; or one of the derogations for specific situations in the applicable Data Protection Legislation applies to the transfer.

4.11. The Table below details, in respect of Customer Personal Data which may be processed under the Agreement for Product Development Purposes, the scope, nature and purpose of processing by CareScribe, the duration of the processing and the types of personal data and categories of data subject

Scope of Processing by CareScribe:
CareScribe (in conjunction with its suppliers) provides a Service to assist the Customer (and its Users) to transcribe and generate captions for pre-recorded and live audio and video content. CareScribe may process Customer Personal Data which the Customer processes using the Service, for the purpose of developing and improving (and facilitating its suppliers to develop and improve) the Service.
Purpose of Processing:
CareScribe shall process the Customer Personal Data only as may be required for the purpose of developing and improving the Service (and facilitating its suppliers to develop and improve the Service).
Duration of the Processing:
The processing shall continue for so long as the Agreement between the parties remains in force and thereafter for so long as may reasonably be necessary for the Product Development Purposes.
Types of Personal Data:
The types of personal data being processed shall be any personal data concerning third parties which may be (incidentally) contained in pre-recorded or live audio and video content which the Customer (or its Users) transcribe or otherwise process using the Service.
Categories of Data Subject:
The categories of data subject shall be any persons whose personal data is (incidentally) contained in pre-recorded and live audio and video content which the Customer (or its Users) transcribes or otherwise processes using the Service.

5. Amendments and Updates to this Addendum

5.1. CareScribe may by notice in writing to the Customer from time to time amend and update this Data Protection Addendum, where CareScribe determines (in its reasonable discretion) that this is necessary or desirable to ensure continued compliance with applicable laws (including applicable Data Protection Legislation).

5.2. In the event that the determinations made under paragraphs 3.2.1 or 4.2 above change, then each party shall work together in good faith to make any changes which are necessary to this Addendum.

5.3. This Data Protection Addendum was last updated on 21.12.2021.