Terms & Conditions

Terms and Conditions

1.  DEFINITIONS AND INTERPRETATION  

1.1 The definitions and rules ofinterpretation in this clause apply in these Conditions.

“Applicable Laws” means:

(a) to the extent the UK GDPR applies, the law of the United Kingdom or of a part of the United Kingdom.

(b) to the extent EU GDPR applies, the law of the European Union or any member state of the European Union to which Talkout is subject.

“ApplicableData Protection Laws” means:

(a) to the extent the UK GDPR applies, the law of the United Kingdom or of a part ofthe United Kingdom which relates to the protection of personal data.

(b) to the extent the EU GDPR applies, the law of the European Union or any member state of the European Union to which Talkout is subject, which relates to the protection of personal data.

“Authorised Users” means those employees,agents and independent contractors of the Customer who are authorised by the Customer to access the Platform and use Talkout’s Apps and the Documentation inconnection with the Services.  

“Business Day” means a day other than a Saturday, Sunday or public holiday in England when banks in London are open forbusiness.

“Conditions” these terms and conditions set out in clause 1 (Definitions and Interpretation) to clause 23 (Governing Law and Jurisdiction) (inclusive) and in the Schedule to these terms and conditions.

“Confidential Information”means information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 10.5 or clause 10.6.

“Contract” the contract between the Customer and Talkout for the supply of the Services in accordance with the Order Form and these Conditions.

“Contract Year” means a 12-month period commencing with the Start Date or any anniversary of it.‍

“Customer” means the organisation referred to in the Order Form who purchases a subscription to access the Services from Talkout.

“Customer Data” means the data inputted bythe Authorised Users, or Talkout  on the Customer’s behalf in connection with the Services including the Customer Personal Data.

Customer Personal Data: anypersonal data which Talkout processes in connection with the Contract, in the capacity of a processor on behalf of the Customer.

“Documentation” means any documentation madeavailable to the Authorised Users by Talkout  which sets out a description of the Servicesand the user instructions for use of the Platform and/or the Talkout Apps inconnection with the Services.

“EU GDPR” the General Data Protection Regulation ((EU) 2016/679).

“Initial Subscription Term” means the initialsubscription term as referred to in the Order Form which includes any Trial Period.

“Intellectual Property Rights” patents, utility models, rights to inventions, copyright and related rights, trademarks and servicemarks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, including all applications for (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 which subsistor will subsist, now or in the future, in any part of the world.

“Normal Business Hours” 9.00 am to 5.00 pm Greenwich MeanTime, each Business Day.

“Order Form” means the Order Form signed by the Customer and Talkout Holding Ltd in connection with the provision of the Services.

“Platform” Talkout Holding Ltd infrastructure and cloud computing platform and runtime environment to be used by the Customer and its Authorised Users in connection with the receipt of the Services.

“Purpose”the purposes for which the Customer Personal Data is processed, asset out in clause 5.8(a).

“Renewal Period” means the period described in clause12.1.

“Services” means the subscription services provided by Talkout Holding Ltd to the Customer under the Contract as referred to in the Order Form.

“Software” the Platform and/or Talkout’s Holding Ltd Apps.

“Start Date” means the date referred to as the Start Date on the Order Form.

“Subscription Fees” means the subscription fees payable by the Customer to Talkout for the User Subscriptions as referred to in the Order Form and in these Conditions.

“Subscription Term” has the meaning given in Clause 12.1(being the Initial Subscription Term together with any subsequent Renewal Periods).  

“Reelyze” is a trading name of Talkout Holding Limited, a company incorporated in England and Wales and having its registered office at 4Vicarage Road, Edgbaston, Birmingham B15 3ES.

“Reelyze Apps” any applications provided by Talkout Holding Ltd for the Authorised Users’ use in connection with the provision of the Services, including both source code and object code.

“Reelyze Personal Data” any personal data which Reelyze processes in connection with the Contract, in the capacity of a controller.

“Trial” the opportunity granted by Reelyze for the Customer to access theSoftware and/or use the Services free of charge so that the Customer can evaluate whether the Software and/or the Services meet its needs.

“Trial Period” the duration of the Trial as agreed to by Reelyze.

“User Subscriptions” means the user subscriptions purchased by the Customer pursuant to clause 8.1 which entitle Authorised Users to access and use the Services and the Documentation in accordance with the Contract.

“Virus” any thing or device (including anysoftware, 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 ordevice; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.  

“UK GDPR” has the meaning given to it inthe Data Protection Act 2018.

1.2 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

1.3 A reference to a statute ors tatutory provision is a reference to it as it is in force as at the date oft he Contract.

1.4 A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of the Contract under that statute or statutory provision.

1.5 Any words following the terms including, include, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

2.  USER SUBSCRIPTIONS  

2.1 Subject to the Customer purchasing the User Subscriptions in accordance with the Contract or subject to Reelyze granting the Customer a Trial and subject to the other terms and conditions in the Contract, Reelyze hereby grants to the Customer a non-exclusive, non-transferable right, without the right to grant sublicences, to permit the Authorised Users to access the Platform and use Reelyze’s Apps, the Services and the Documentation during the Subscription Term or the Trial Period, as applicable, solely for the Customer’s internal business operations (in their ordinary course).

2.2 In relation to the Authorised Users, the Customer undertakes that:                

(a) the maximum number of Authorised Users that it authorises to access and use the Services and the Documentation shall not exceed the number of User Subscriptions it has purchased from time to time;

(b) it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right toaccess or use the Services and/or Documentation; and

(c) each Authorised User shall keep a secure password for their use of the Services and the Documentation and that each Authorised User shall keep their password confidential.

2.3 The Customer shall not and shall ensure that the Authorised Users shall not access, store, distribute or transmit any material during the course of its or their use of the Services that:

(a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially orethnically offensive;            

(b) facilitates illegal activity;                    

(c) depicts sexually explicit images or promotes unlawful violence;                        

(d) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or                                    

(e) is otherwise illegal or causes damage or injury to any person or property;

and Reelyze reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Authorised Users’ access to any material that breaches the provisions of this clause.

2.4 The Customer shall not and shall ensure that its Authorised Users shall not:

(a) 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 the Contract:

(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 the 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; or

(b) access all or any part of the Services, the Software and/or the Documentation in order to build a product or service which competes with the Services, the Software and/or the Documentation; or

(c) use the Services, the Software and/or the Documentation to provide services to third parties; or

(d) subject to clause 18, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services, the Software and/or the Documentation available to any third party except the Authorised Users;

(e) attempt to obtain, or assist third parties in obtaining, access to the Services, the Software and/or the Documentation, other than as provided under this clause 2; or

(f) introduce, or permit the introduction of, any Virus into Reelyze’s network and information systems.

2.5 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services, the Software and/or the Documentation and, in the event of any suchunauthorised access or use, promptly notify Reelyze.

2.6 The rights provided under this Clause 2 are granted to the Customer only and shall not be considered granted to any subsidiary or holding company of the Customer.

3.  ADDITIONAL USER SUBSCRIPTIONS

3.1 The Customer may, from time to time during any Subscription Term, purchase additional User Subscriptions and Reelyze shall grant access to the Services and the Documentation to such additional Authorised Users in accordance with the provisions of the Contract.

3.3 If such additional User Subscriptions are purchased by the Customer part way through the Initial Subscription Term or any Renewal Period (as applicable), such fees shall be pro-rated from the date of activation by Reelyze for the remainder of the Initial Subscription Term or then current Renewal Period (as applicable).

4.  SERVICES  

4.1 Reelyze shall, during the Subscription Term, provide the Services and make available the Documentation to the Customer on and subject to the provisions of the Contract.

4.2 Reelyze shall use all reasonable commercial endeavours to make the Services available 24 hours a day, seven daysa week, except for:

(a) planned maintenance carried outduring the maintenance window of 10.00 pm to 4.00 am UK time; and

(b) unscheduled maintenance performed outside Normal Business Hours, provided that Reelyze has used reasonable endeavours to give the Customer at least 6 Normal Business Hours' notice in advance.

5.  CUSTOMER DATA  

5.1 For the purposes of this clause 5, the terms controller, processor, data subject, personal data, personal data breach and processing shall have the meaning given to them in the UK GDPR.

5.2 Both parties will comply with all applicable requirements of Applicable Data Protection Laws. This clause 5 is in addition to, and does not relieve, remove or replace, a party's obligations orrights under Applicable Data Protection Laws.

5.3 The parties have determined that,for the purposes of Applicable Data Protection Laws:

(a) Reelyze shall act as controller of the personal data set out in paragraph 1.1 of Part 1 of Schedule 1;

(b) Reelyze shall process the personal data set out in paragraph1.2 of Part 1 of Schedule 1 as a processor on behalf of the Customer; and

5.4 Should the determination inclause 5.3 change, then each party shall work together in good faith to makeany changes which are necessary to Schedule 1.

5.5 By entering into the Contract, the Customer consents to (and shall procure all required consents, from its Authorised Users) in respect of all actions taken by Reelyze in connection with the processing of Reelyze Personal Data.

5.6 Without prejudice to the generality of clause 5.2, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Reelyze Personal Data and Customer Personal Data to Reelyze and/or lawful collection ofthe same by Reelyze for the duration and purposes of the Contract.

5.7 In relation to the Customer Personal Data, Part 2 of Schedule 1 sets out the scope, nature and purpose ofprocessing by Reelyze, the duration of the processing and the types of personaldata and categories of data subject.

5.8 Without prejudice to the generalityof clause 5.2 Reelyze shall, in relation to Customer Personal Data:

(a) process that Customer Personal Data only on the documented instructions of the Customer, unless Reelyze is required by Applicable Laws to otherwise process that Customer Personal Data.Where Reelyze is relying on Applicable Laws as the basis for processing Customer Processor Data, Reelyze shall notify the Customer of this before performing the processing required by the Applicable Laws unless thoseApplicable Laws prohibit Reelyze from so notifying the Customer on important grounds of public interest. Reelyze shall inform the Customer if, in the opinion of Reelyze, the instructions of the Customer infringe Applicable Data Protection Laws;

(b) implement 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, which the Customer has reviewed and confirms are appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature ofthe data to be protected, having regard to the state of technologicaldevelopment and the cost of implementing any measures;

(c) ensure that any personnel engaged and authorised by Reelyze to process Customer Personal Data have committed themselves to confidentiality or are under an appropriate statutory or common law obligation of confidentiality;

(d) assist the Customer in so far as this is possible (taking into account the nature of the processing and the information available to Reelyze), and at the Customer's cost and written request, in responding to any request from a data subject and in ensuring the Customer's compliance with its obligations under Applicable Data Protection Laws with respect to security, breach notifications, impact assessments andconsultations with supervisory authorities or regulators;

(e) notify the Customer without undue delay on becoming aware of a personal data breach involving the Customer Personal Data;

(f) at the written direction of the Customer, delete or return Customer Personal Data and copies there of to the Customer on termination of the Contract unless Reelyze is required by Applicable Law to continue to process that Customer Personal Data. For the purposes of this clause 5.8(f) Customer Personal Data shall be considered deleted where it is put beyond further use by Reelyze; and

(g) maintain records to demonstrate its compliance with this clause 5 and allow for reasonable audits by the Customer or the Customer's designated auditor, for this purpose, on reasonable written notice.

5.9 The Customer hereby provides its prior, general authorisation for Reelyze to:

(a) appoint processors to process theCustomer Personal Data, provided that Reelyze:

(i) shall ensure that the terms onwhich it appoints such processors comply with Applicable Data Protection Laws,and are consistent with the obligations imposed on Reelyze in this clause 5;

(ii) shall remain responsible for theacts and omission of any such processor as if they were the acts and omissions of Reelyze; and

(iii) shall inform the Customer of any intended changes concerning the addition or replacement of the processors,thereby giving the Customer the opportunity to object to such changes provided that if the Customer objects to the changes and cannot demonstrate, to Reelyze's reasonable satisfaction, that the objection is due to an actual or likelybreach of Applicable Data Protection Law, the Customer shall indemnify Talkoutfor any losses, damages, costs (including legal fees) and expenses suffered by Reelyze in accommodating the objection.

(b) transfer Customer Personal Data outside of the UK as required for the Purpose, provided that Reelyze shall ensure that all such transfers are effected in accordance with Applicable Data Protection Law. For these purposes, the Customer shall promptly comply with any reasonable request of Reelyze, including any request to enter into standard data protection clauses adopted by the EU Commission from time to time(where the EU GDPR applies to the transfer) or adopted by the Commissioner fromtime to time (where the UK GDPR applies to the transfer).

5.10 Either party may, at any time on not less than 30 days' notice, revise clause 5.9 by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when replaced by attachment to the Contract).

6.  REELYZE’S OBLIGATIONS  

6.1 Reelyze undertakes that the Services will be performed substantially in accordance with the Documentation and with reasonable skill and care and that the Software will functionsubstantially in accordance with the Documentation.

6.2 The undertaking at clause 6.1 shall not apply to the extentof any non-conformance which is caused by use of the Services or the Softwarecontrary to Reelyze’s instructions, or modification or alteration of theServices or the Software by any party other than Reelyze or Reelyze’s duly authorised contractors or agents. If the Services or the Software do not conform with the foregoing undertaking, Reelyze will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly,or provide the Customer with an alternative means of accomplishing the desiredperformance. Such correction or substitution constitutes the Customer’s sole and exclusive remedy for any breach of the undertaking set out in Clause 6.1.

6.3 Reelyze:

(a) does not warrant that the Customer’s use of the Services or of the Software will be uninterrupted or error-free; or that the Services, the Software, the Documentation and/or the information or functionality obtained by the Customer through the Services willmeet the Customer’s requirements; and

(b) is not responsible for any delays, delivery failures, or any other loss or damage resulting from thetransfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services, the Software and the Documentationmay be subject to limitations, delays and other problems inherent in the use ofsuch communications facilities.

6.4 The Contract shall not prevent Reelyze from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under the Contract.

7.  CUSTOMER’S OBLIGATIONS  

The Customer shall:

(a) provide Reelyze with:

(i) all necessary co-operation inrelation to the Contract; and

(ii) all necessary access to suchinformation as may be required by Reelyze;

in order to provide the Services, including but not limited to Customer Data, security access information and configuration services;

(b) without affecting its other obligations under the Contract, comply with all applicable laws and regulations with respect to its activities under the Contract;

(c) carry out all other Customer responsibilities set out in the Contract in a timely and efficient manner. Inthe event of any delays in the Customer’s provision of such assistance asagreed by the parties, Reelyze may adjust any agreed timetable or delivery schedule as reasonably necessary;

(d) ensure that the Authorised Usersuse the Services, the Software and the Documentation in accordance with the Contract and shall be responsible for any Authorised User causing a breach of the Contract;

(e) obtain and shall maintain all necessary licences, consents, and permissions necessary for Talkout to performits obligations under the Contract, including, without limitation the Services;

(f) ensure that its network and systems comply with the relevant specifications provided by Reelyze from time to time; and

(g) be, to the extent permitted by law and except as otherwise expressly provided in the Contract, solely responsiblefor procuring, maintaining and securing its network connections and telecommunications links from its systems to Reelyze’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer’s network connections or telecommunications links or caused by the internet.

8.  CHARGES ANDPAYMENT  

8.1 The Customer shall pay the Subscription Fees to Reelyze in accordance with this clause 8.

8.2 Reelyze shall invoice the Customer for the Subscription Fees annually in advance or as stated within the Reelyze Order Form. The Customer shall pay invoices within 14 days of receipt. Please be advised that we will charge 8% plus the Bank of England base rate per monthon late invoices.

8.3 If Reelyze has not received a payment due to it under the Contract by its due date, then, without prejudice to anyother rights and remedies of Reelyze:

(a) Reelyze may, without liability to the Customer, disable the Customer’s and the Authorised Users’ passwords, accountsand access to all or part of the Services and the Software and Reelyze shall be under no obligation to provide any or all of the Services or the Software whilethe invoice(s) concerned remain unpaid; and

(b) interest shall accrue on a dailybasis on such due amounts at a monthly rate of 1.5% commencing on the due dateand continuing until fully paid, whether before or after judgment; and

(c) if non-payment continues for aperiod of more than 60 days, Talkout may, at its option, delete all the Customer Data.

8.4 All amounts and fees statedor referred to in the Contract:

(a) shall be payable in thecurrency in which they are invoiced;

(b) are non-cancellable andnon-refundable;

(c) are exclusive of value addedtax, which shall be added to Reelyze ’s invoice(s) at the appropriate rate, if applicable.

8.5 Reelyze shall be entitled to increase the Subscription Fees and the fees payable in respect of the additional User Subscriptions purchased pursuant to clause 3.3 by up to 10% at the start of each Renewal Period upon 30 days’ prior notice to the Customer.

9.  PROPRIETARYRIGHTS  

9.1 The Customer acknowledges and agrees that Reelyze and/or its licensors own all Intellectual Property Rights in the Services, the Software and the Documentation including in the product of any development and/or integration work that Reelyze may carry out for the Customer including where any elements of such product were developed as aresult of or using the Customer’s ideas, suggestions or other feedback suppliedby the Customer. Except as expressly stated herein, the Contract does not grant the Customer any Intellectual Property Rights in or any other rights or licences in respect of the Services, the Software, the Documentation or of theproduct of any development and/or integration work that Reelyze may carry outfor the Customer.

9.2 Reelyze confirms that it has all the rights in relation to the Services, the Software and the Documentationthat are necessary to grant all the rights it purports to grant under the Contract.

10.  CONFIDENTIALITY

10.1 Each party may be givenaccess to Confidential Information from the other party in order to perform itsobligations under the Contract. A party’s Confidential Information shall not bedeemed to include information that:

(a) is or becomes publicly knownother than through any act or omission of the receiving party;

(b) was in the other party’s lawful possession before the disclosure;

(c) is lawfully disclosed to thereceiving party by a third party without restriction on disclosure; or

(d) is independently developedby the receiving party, which independent development can be shown by writtenevidence.

10.2 Subject to clause 10.4, each party shall hold the other’s Confidential Information in confidence and not make the other’s Confidential Information available to any third party or use the other’s Confidential Information for any purpose other than the implementation of the Contract.

10.3 Each party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents inviolation of the provisions of the Contract.

10.4 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 10.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.

10.5 The Customer acknowledges that details of the Services constitute Reelyze’s Confidential Information.

10.6 Reelyze acknowledges that the Customer Data is the Confidential Information of the Customer.

10.7 Reelyze may compile statistical information related to the performance of the Services for the purposes of improving the Software and Services.

10.8 Unless the Customer requests otherwise in writing, Reelyze may include the Customer’s name and logo in its marketing materials and on its website.

10.9 The above provisions of this clause 10 shall survive termination of the Contract, however arising. 

11.  LIMITATION OF LIABILITY   

11.1 Except as expressly and specifically provided in the Contract:

(a) the Customer assumes sole responsibility for results obtained from the use of the Services, the Software and the Documentation by the Customer, and for conclusions drawn from such use. Reelyze shall have no liability for any damage caused by errors or omissions inany information, instructions or scripts provided to Reelyze by the Customer inconnection with the Services, or any actions taken by Reelyze at the Customer’s direction;

(b) all warranties,representations, conditions and all other terms of any kind whatsoever impliedby statute or common law are, to the fullest extent permitted by applicable law, excluded from the Contract; and

(c) the Services, the Software and the Documentation are provided to the Customer on an “as is” basis.

11.2 Nothing in the Contract shall limit or exclude the liability of Reelyze:

(a) for death or personal injury caused by Reelyze’s negligence;

(b) for fraud or fraudulent misrepresentation; or

(c) for any matter in respect ofwhich it would be unlawful to limit or exclude liability.

11.3 Subject to clause 11.1 and clause 11.2:

(a) Reelyze 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, depletion of goodwill and/or similar losses or loss or corruptionof data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising underthe Contract; and

(b) Reelyze’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall not exceed the cap.

11.4 In clause 11.3(b) and in this clause 11.4:

(a) cap. The cap is one hundred percent (100%) of the total charges in the Contract Year in which the breach of contract, tort, duty, misrepresentation or other default attributable to

Reelyze occurred; and

(b) total charges. The total charges means all sums paid to Reelyze by the Customer under the Contract in the Contract Year in which the breach of contract, tort, duty, misrepresentation or otherdefault attributable to Reelyze occurred.

12.  TERM AND TERMINATION  

12.1 The Contract shall, unless otherwise terminated as provided in this clause 12, commence on the Start Date and shall continue for the Initial Subscription Term and, thereafter, the Contract shall be automatically renewed for such successive periods as specified in the Order Form (each a Renewal Period), unless:

(a) the parties have agreed in writing that the Contract shall be subject to a Trial and the Customer notifies Reelyze in writing before the expiry of the Trial Period that it does not wish toreceive the Services beyond the expiry of the Trial Period; or

(b) either party notifies the other party of termination, in writing, at least 30 days before the end of the Initial Subscription Term or any Renewal Period, in which case the Contract shall terminate upon the expiry of the applicable Initial Subscription Term or Renewal Period; or

(c) otherwise terminated in accordance with the provisions of the Contract;

and the Initial Subscription Term together with any subsequent Renewal Periods shall constitute the Subscription Term.

12.2 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:

(a) the other party fails to pay any amount due under the Contract on the due date for payment and remains in default not less than 15 days after being notified in writing to make such payment;

(b) the other party commits a material breach of any other provisions of the Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 15 days after being notified in writing to do so;

(c) the other party   makes a resolution for its winding up, makes an arrangement or composition with its creditors or makes an application to acourt of competent jurisdiction for protection from its creditors or anadministration or winding-up order is made or an administrator or receiver isappointed; 

12.3 On termination of the Contract for any reason:

(a) all licences granted under the Contract shall immediately terminate and the Customer shall immediately cease all use of the Services and/or the Software and/or the Documentation;

(b) the Customer shall immediately and permanently erase any Software made available or supplied by Reelyze to the Customer and contained within any of the Customer’s platforms, networks or systems;

(c) each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party;

(d) Reelyze may destroy or otherwise dispose of any of the Customer Data in its possession unless Reelyze receives, no later than ten days after the effective date of the termination of the Contract, a written request for the delivery to the Customer of the then mostrecent back-up of the Customer Data. Reelyze shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by Reelyze in returning or disposing of Customer Data; and

(e) any rights, remedies,obligations or liabilities of the parties that have accrued up to the date oftermination, including the right to claim damages in respect of any breach ofthe Contract which existed at or before the date of termination shall not beaffected or prejudiced.

13.  FORCEMAJEURE  

Reelyze shall have no liability to the Customer under the Contract if it is prevented from or delayed inperforming its obligations under the Contract, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, epidemic, pandemic, strikes, lock-outs or other industrial disputes (whether involving the workforce of Reelyze or anyother party), failure of a utility service or transport or telecommunicationsnetwork, act of God, war, riot, civil commotion, malicious damage, compliancewith any law or governmental order, rule, regulation or direction, accident,breakdown of plant or machinery, fire, flood, storm or default of suppliers orsub-contractors, provided that the Customer is notified of such an event andits expected duration.

14.  VARIATION  

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

15. WAIVER 

No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

16. SEVERANCE  

16.1 If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall bedeemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract.

16.2 If any provision or part-provision of the Contract is deemed deleted under clause 16.1 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.

17.  ENTIREAGREEMENT  

17.1 The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

17.2 Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract.

17.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.

18.  ASSIGNMENT  

18.1 The Customer shall not, without the prior written consent of Reelyze, assign, transfer, charge, sub-contract ordeal in any other manner with all or any of its rights or obligations under this Contract.

18.2 Reelyze may at any time assign,transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Contract.

19.  THIRD PARTYRIGHTS

The Contract does not confer any rights on any person or party (other than the parties to this agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

20. COUNTERPARTS

The Contract may be executed in any number of counterparts, each of which when executed and delivered shallconstitute a duplicate original, but all the counterparts shall together constitute the one agreement.

21. NO PARTNERSHIP

Nothing in this Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other party, orauthorise either party to make or enter into any commitments for or on behalfof the other party. Each party confirms it is acting on its own behalf and not for the benefit of any other person.

22. NOTICES

22.1 Any notice given to a party under or in connection with this Contract shall be in writing and shall be: (a)delivered by hand to its registered office (if a company) or its principal place of business (in any other case); (b) sent by email to the relevant contact email address as stated by each party in or in accordance with the Order Form.

22.2 Any notice shall be deemed to have been received if (a) delivered by hand, on signature of a delivery receiptor at the time the notice is left at the proper address; or (b) if sent by email at the time of the transmission provided that no bounceback message is received. This clause 22 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution

23. GOVERNING LAW ANDJURISDICTION  

23.1 The Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

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

‍Schedule– Data Protection

Part1 – Role of the parties

1.1           Where Reelyze acts as a controller:

(a)        when processing personal data contained within correspondence between the Customer’s staff (including Authorised Users) and Reelyze’s staff and/or documents relating to the establishment, management, audit and operation of the Contract including the Services, orders for Services and payment for the Services and any other communications which Reelyze may wish to rely on to establish its rights and liabilities under the Contract; and

(b)        when processing the personal data of the Customer’s staff (including Authorised Users) for marketing purposes.

1.2           Where Reelyze acts as aprocessor:

(a)        save as set out in paragraph 1.1 of this Part 1 of Schedule 1, when processing the personal data of the Customer’s staff (including Authorised Users) and any other data subjects (other than Reelyze’s staff) whose personal data is inputted on or collected bythe Platform and/or Reelyze’s Apps in connection with the Contract.

Part2 – Particulars of processing

1.1           Scope:

The collection and storage of the personal data ofthe Customer’s staff (including Authorised Users) on the Platform and/or Reelyze’s Apps.

1.2           Nature

Collecting and storing personal data on the Platform and on Reelyze’s Apps.

1.3           Purpose of processing

To enable Reelyze to deliver the Services and the Authorised Users to receive the benefit of the Services including access to the Platform and the use of Talkout’s Apps.

1.4           Duration of the processing

The duration of the Contract and such reasonable time after this period to enable Reelyze to transfer or delete the relevant data or as otherwise agreed between the parties.

1.5           Types of personal data

Name, contact details, training data, work performance data and such other personal data as processed by Reelyze as a data processor in connection with the Contract.

1.6           Categories of data subject

The Customer’s staff (including Authorised Users)and such other data subjects whose personal data is processed by Reelyze as adata processor in connection with the Contract.

Privacy Notice

1. Introduction Reelyze, a trading name of Talkout Holding Limited respects your privacy and is committed to protecting your personal data. This privacy notice is for:

1. Our customers’ staff
2. Our potential customers’ staff
3. Our suppliers’ staff
4. Our potential suppliers’ staff
5. Job applicants
6. Users of our website

Individuals who receive our marketing communicationsThis privacy notice will inform you as to how we look after your personal data, what your privacy rights are and how the law protects you.

‍2. Important information and who we are

‍Please read this privacy noticeIt is important that you read this privacy notice together with any other privacy notice or fair processing notice we may provide on specific occasions when we are collecting or processing personal data about you so that you are fully aware of how and why we are using your data.

‍Controller

‍Talkout Holding Limited is the controller and responsible for your personal data (collectively referred to as “Talkout”, "we", "us" or "our" in this privacy notice).We have appointed a data privacy manager who is responsible for overseeing questions in relation to this privacy notice. If you have any questions about this privacy notice, please contact the data privacy manager using the details set out below.

‍Contact details

‍Full name of legal entity: Reelyze is a trading name of Talkout Holding Limited

Email address: operations@talkout.com

Postal address: Vicarage Court, 4 Vicarage Road, Edgbaston, Birmingham, B15 3ES

Telephone number: +44 0121 720 9594

You have the right to make a complaint at any time to the Information Commissioner's Office (ICO), the UK supervisory authority for data protection issues (www.ico.org.uk).

We would, however, appreciate the chance to deal with your concerns before you approach the ICO so please contact us in the first instance.

‍Changes to the privacy notice and your duty to inform us of changes

‍This version was last updated on 2 June 2021.It is important that the personal data we hold about you is accurate and current. Please keep us informed if your personal data changes during your relationship with us.

‍3. The data we collect about you

‍Personal data, or personal information, means any information about an individual from which that person can be identified. It does not include data where the identity has been removed (anonymous data).We may collect, use, store and transfer the following different kinds of personal data about you:·

Identity Data includes first name and last name.

Contact Data includes home address, business/personal email address and telephone numbers.·

Background Data for example your employment and education history data and your interests as they may appear on a CV or other media.

‍4. How is your personal data collected?

Direct interactions

‍You may give us your Identity and Contact Data by filling in forms or by corresponding with us by post, phone, email or otherwise. This includes personal data you provide when you enquire about our services.If you are a job applicant you may provide us with a copy of your CV containing Background Data when you apply for a position with us.

‍Third parties or publicly available sources

‍We may receive personal data about you from various third parties and public sources as set out below:Identity Data and Contact Data from recruitment agencies, our staff or our other contacts and from searches on websites where you have added this data e.g. LinkedIn or from internet searches.Background Data from recruitment agencies, our staff or our other contacts, from internet searches and from searches on websites where you have added this data e.g. LinkedIn.

‍5. How we use your personal data

‍We will only use your personal data when the law allows us to. Most commonly, we will use your personal data simply to reply to an enquiry that you have sent us, to provide our services to you or your business, to receive goods or services from your business or to consider your job application. We will also use your personal data to send you information about our services.See section 11 below to find out more about the types of lawful basis that we will rely on to process your personal data.

‍Purposes for which we will use your personal data

‍We have set out below, in table format, a description of all the ways we plan to use your personal data, and which of the legal bases we rely on to do so. We have also identified what our legitimate interests are where appropriate.Note that we may process your personal data for more than one lawful ground depending on the specific purpose for which we are using your data. Please contact us if you need details about the specific legal ground we are relying on to process your personal data where more than one ground has been set out in the table below.

User Policy

TALKOUT – MEDIA USE CONDITIONS

PLEASE READ THESE CONDITIONS CAREFULLY

What's in these conditions?

These media use conditions set out your rights, obligations and the content standards that apply when you upload content to our Media, make contact with other users on our Media, link to our Media, or interact with or use our Media in any other way.

We define “Media” as our website, our infrastructureand cloud computing platform and any software applications that we makeavailable for your use.

Who we are and how to contact us

Talkout Holding Limited ("We") are registered inEngland and Wales under company number 12632046 and our registered office at 4Vicarage Road, Edgbaston, Birmingham B15 3ES. Our main trading address is 4Hindon Square, Vicarage Road, Birmingham B15 3HA. Our VAT number is GB367942943.

We are a limited company.

To contact us, please email operations@reelyze.com

By using our Media, you accept these conditions

By using our Media, you confirm that youaccept these conditions and that you agree to comply with them.

If you do not agree to these conditions, you must not use our Media.

We recommend that you print a copy of these conditionsfor future reference.

There are other conditions that may apply to you

Our terms of website use on this page also apply to your use of our website.

We may make changes to these conditions

We amend these conditions from time to time. Every time you wish to use our Media, please check these conditions to ensure you understand the conditions that apply at that time.

Your access to and use of our Software

We may provide you with access to or use of our infrastructure and cloud computing platform orany software applications that we or our licensors own (we define our platformand applications in these conditions as “Software”). If we provide such accessor use this is because the organisation that you are working with as anemployee or contractor or which you are receiving training from (“Your Organisation”)has entered into a contract (“Client Contract”) with us to receive certain goodsand/or services from us and they have authorised you to use our Software makingyou an “Authorised User”.

As an Authorised User you may use the Software solely to enable you to perform the tasks that Your Organisation sets you and in any event you must not:

(a)    copy the Software;

(b)    rent, lease, sub-license, loan, translate, merge,adapt, vary or modify the Software;

(c)    make alterations to, or modifications of, the wholeor any part of the Software;

(d)    disassemble, decompile, reverse-engineer or createderivative works based on the whole or any part of the Software nor attempt todo any such thing; or

(e)    make available the Software in whole or in part inany form to any person.

If you have any questions concerningyour rights to use our Software, please contact Your Organisation.

Prohibited uses

You may use our Media only for lawful purposes. You may not use our Media:

·      In any way thatbreaches any applicable local, national or international law or regulation.

·       In any way that isunlawful or fraudulent or has any unlawful or fraudulent purpose or effect.

·       For the purpose of harming or attempting to harm minors in any way.

·       To bully, insult, intimidate or humiliate any person.

·       To send, knowingly receive, upload, download, use or re-use any material which does not complywith our content standards

·       To transmit, orprocure the sending of, any unsolicited or unauthorised advertising orpromotional material or any other form of similar solicitation (spam).

·       To knowingly transmit any data, send or upload any material that contains viruses, Trojan horses,worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.

You also agree:

·       Not to reproduce, duplicate, copy or re-sell any part of our website in contravention of the provisions of our terms of website use

·       Not to access without authority, interfere with, damage or disrupt:

·       any part of our Media;

·       any equipment ornetwork on which our Media is stored;

·       any software used inthe provision of our Media; or

·       any equipment ornetwork or software owned or used by any third party.

Interactive services

We are under no obligation to oversee, monitor or moderate any interactive service we provide on our Media, and we expressly exclude our liability for any loss ordamage arising from the use of any interactive service by a user in contraventionof our content standards, whether the service is moderated or not.

Content standards

These content standards apply to any and all material which you contribute to our Media (Contribution), and to anyinteractive services associated with it.

The Content Standards must be complied with in spirit as well as to the letter. The standards apply to each part of any Contribution as well as to its whole.

Reelyze will determine, in its discretion, whether a Contribution breaches the Content Standards.

AContribution must:

·       Be accurate (where itstates facts).

·       Be genuinely held(where it states opinions).

·       Comply with the lawapplicable in England and Wales and in any country from which it is posted.

AContribution must not:

·       Be defamatory of anyperson.

·       Be obscene,offensive, hateful or inflammatory.

·       Bully, insult,intimidate or humiliate.

·       Promote sexuallyexplicit material.

·       Include child sexualabuse material.

·       Promote violence.

·       Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.

·       Infringe anycopyright, database right or trade mark of any other person.

·       Be likely to deceiveany person.

·       Breach any legal dutyowed to a third party, such as a contractual duty or a duty of confidence.

·       Promote any illegal contentor activity.

·       Be in contempt ofcourt.

·       Be threatening, abuseor invade another's privacy, or cause annoyance, inconvenience or needlessanxiety.

·       Be likely to harass,upset, embarrass, alarm or annoy any other person.

·       Impersonate anyperson or misrepresent your identity or affiliation with any person.

·       Give the impressionthat the Contribution emanates from Talkout, if this is not the case.

·       Advocate, promote,incite any party to commit, or assist any unlawful or criminal act such as (byway of example only) copyright infringement or computer misuse.

·       Contain a statementwhich you know or believe, or have reasonable grounds for believing, thatmembers of the public to whom the statement is, or is to be, published arelikely to understand as a direct or indirect encouragement or other inducementto the commission, preparation or instigation of acts of terrorism.

·       Contain anyadvertising or promote any services or web links to other websites.

·       Contain any specialcategory personal data. Special category data is defined as:

o  personaldata revealing racial or ethnic origin;

o  personaldata revealing political opinions;

o  personaldata revealing religious or philosophical beliefs;

o  personaldata revealing trade union membership;

o  geneticdata;

o  biometricdata (where used for identification purposes);

o  dataconcerning health;

o  dataconcerning a person’s sex life; and

o  dataconcerning a person’s sexual orientation.

Special category dataincludes personal data revealing or concerning the above types of data.

·       Contain any personaldata about criminal allegations, proceedings or convictions.

Intellectual property rights

You acknowledge that allintellectual property rights in the Media anywhere in the world belong to us orour licensors and that you have no rights in, or to, the Media other than theright to use them in accordance with these conditions.

Data Protection

Save as set out in our privacypolicy, Your Organisation is the data controller of any personal data containedin your Contributions and We process such personal data as a processor underthe instructions of Your Organisation. If you have any questions concerning howyour Contributions are processed please contact Your Organisation.

Limitation of Liability

We do not exclude or limit in any way our liabilityto you where it would be unlawful to do so. This includes liability for deathor personal injury caused by our negligence or the negligence of our employees,agents or subcontractors and for fraud or fraudulent misrepresentation.

Different limitations and exclusions of liabilitywill apply to liability arising as a result of the supply of any products orservices to you, which will be set out in our relevant terms and conditions ofsupply.

We exclude all implied conditions, warranties,representations or other terms that may apply to our Media or any content onit.

We will not be liable to you for any loss or damage,whether in contract, tort (including negligence), breach of statutory duty, orotherwise, even if foreseeable, arising under or in connection with:

·      use of, or inability to use, our Media;or

·      use of or reliance on any contentdisplayed on our Media.

In particular, we will not be liable for:

·      loss of profits, sales, business,or revenue;

·      business interruption;

·      loss of anticipated savings;

·      loss of business opportunity,goodwill or reputation; or

·      any indirect or consequentialloss or damage.

Breach of these conditions

When we consider that a breach of these conditions has occurred, we may take such action as we deem appropriate.  

Failure to comply with these conditions may result in our taking all or any of the following actions:

·       Immediate, temporary or permanent withdrawal of your right to use our Media.

·       Immediate, temporary or permanent removal of any Contribution uploaded by you to our Media.

·       Issue of a warning to you.

·       Legal proceedings against you for reimbursement of all costs on an indemnity basis (including,but not limited to, reasonable administrative and legal costs) resulting from the breach.

·       Further legal action against you.

·       Disclosure of such information to law enforcement authorities as we reasonably feel is necessary or as required by law.

We exclude our liability for all action we may take in response to breaches of these conditions. The actions we may take are not limited to those described above,and we may take any other action we reasonably deem appropriate.

How this contract can be transferred

We can transfer our rights and obligations under these conditions to any thirdparty, provided this does not adversely affect your rights under these conditions.

Which country's laws apply to any disputes?

These conditions, their subject matter and theirformation (and any non-contractual disputes or claims) are governed by Englishlaw. We both agree to the exclusive jurisdiction of the courts of England and Wales.

Third Party Processors

Our carefully selected partners and service providers may process personal information about you on our behalf as described below:

Digital Marketing Service Providers

We periodically appoint digital marketing agents to conduct marketing activity on our behalf, such activity may result in the compliant processing of personal information. Our appointed data processors include:

(i)Prospect Global Ltd (trading as Sopro) Reg. UK Co. 09648733. You can contact Sopro and view their privacy policy here: http://sopro.io. Sopro are registered with the ICO Reg: ZA346877 their Data Protection Officer can be emailed at: dpo@sopro.io.”

We kindly request you to update your privacy policy in accordance with the above, so the prospecting activity is compliant with the GDPR. Please don’t hesitate to get in touch if you would like to discuss this in further detail.

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