Terms of Service

1. Definitions

• "Platform" means BLUMERA's proprietary voice intelligence software, including all associated APIs, connectors, and documentation.
• "Services" means the voice structuring, data extraction, and integration services described in the applicable Order Form or Statement of Work.
• "Client Data" means audio recordings, transcripts, and any other data submitted by the Client for processing.
• "Output Data" means structured data (JSON, XML, CSV, etc.) generated by the Platform from Client Data.
• "Order Form" means a written order document or online order specifying the Services, fees, and subscription term.
• "Intellectual Property Rights" means patents, trademarks, copyright, database rights, trade secrets, and all other proprietary rights.

2. Services and Access

Subject to these Terms and payment of applicable fees, BLUMERA grants you a limited, non-exclusive, non-transferable licence to access and use the Platform during the subscription term solely for your internal business purposes.

You agree not to:

• Reverse engineer, decompile, or attempt to extract the source code of the Platform.
• Resell, sublicense, or otherwise make the Platform available to third parties without BLUMERA's prior written consent.
• Use the Platform to process data in violation of applicable law or third-party rights.
• Attempt to circumvent security controls, rate limits, or access restrictions.
• Use automated systems to scrape, crawl, or extract data from the Platform beyond normal API usage.

3. Client Data and Intellectual Property

You retain full ownership of all Client Data and Output Data. BLUMERA claims no intellectual property rights in Client Data or the Output Data generated from it.

You grant BLUMERA a limited, non-exclusive licence to process Client Data solely for the purpose of providing the Services. BLUMERA will not use Client Data to train machine learning models or for any purpose other than service delivery without your explicit written consent.

BLUMERA retains ownership of the Platform, underlying technology, aggregated and anonymised performance statistics, and all related Intellectual Property Rights.

4. Fees and Payment

Fees for the Services are as set out in the applicable Order Form. Unless otherwise agreed in writing:

• All fees are due within 30 days of invoice date.
• Fees are quoted exclusive of VAT or other applicable taxes, which will be added at the prevailing rate.
• BLUMERA reserves the right to suspend access to the Platform if fees remain unpaid for more than 14 days after the due date.
• Annual subscriptions are non-refundable except as set out in Section 9 (Termination).

5. Service Level Agreement (SLA)

6. Confidentiality

Each party agrees to keep the other party's Confidential Information strictly confidential and not to disclose it to any third party without prior written consent, except to employees or advisers who need to know for the purposes of these Terms and who are bound by equivalent confidentiality obligations.

"Confidential Information" includes pricing, technical documentation, Client Data, business plans, and any information marked as confidential or which ought reasonably to be treated as confidential given its nature.

Obligations of confidentiality survive termination of these Terms for a period of five (5) years.

7. Data Protection

Where BLUMERA processes personal data on your behalf, the parties shall enter into a separate Data Processing Agreement (DPA) which forms part of these Terms. The DPA sets out each party's obligations under the UK GDPR and the Data Protection Act 2018.

BLUMERA's full data protection practices are described in our Privacy Policy and Cookie Policy.

8. Warranties and Disclaimers

BLUMERA warrants that:

• The Platform will perform materially as described in applicable documentation.
• BLUMERA has the right to grant the licences in these Terms.
• It will comply with all applicable laws in providing the Services.

Except as expressly stated, the Platform and Services are provided "as is". BLUMERA does not warrant that the Platform will be error-free, uninterrupted, or that Output Data will be 100% accurate. Accuracy rates stated in marketing materials are based on benchmarked test conditions; actual performance may vary by language, audio quality, and use case.

9. Limitation of Liability

To the maximum extent permitted by law:

• Neither party will be liable for indirect, incidental, consequential, or punitive damages.
• BLUMERA's total aggregate liability under or in connection with these Terms shall not exceed the total fees paid by you in the 12 months preceding the claim.

Nothing in these Terms limits liability for: death or personal injury caused by negligence; fraud or fraudulent misrepresentation; or any other liability that cannot be excluded by English law.

10. Termination

Either party may terminate these Terms upon written notice if the other party materially breaches these Terms and fails to cure such breach within 30 days of written notice.

BLUMERA may suspend or terminate access with immediate effect if you breach Section 2 (prohibited uses), fail to pay fees, or if continued access would expose BLUMERA to legal liability.

Upon termination: your access to the Platform ceases; BLUMERA will make Output Data available for export for 30 days; and Client Data will be securely deleted within 60 days.

11. Governing Law and Dispute Resolution

12. General

• Entire agreement: These Terms (together with any Order Form and DPA) constitute the entire agreement between the parties relating to the subject matter herein.
• Amendments: BLUMERA may update these Terms by posting a revised version on its website with 30 days' notice for material changes.
• Waiver: Failure to exercise any right under these Terms does not constitute a waiver of that right.
• Severability: If any provision is found unenforceable, the remaining provisions shall remain in full force.
• Force majeure: Neither party shall be liable for delays caused by circumstances beyond their reasonable control.

13. Contact