VoicePrint

VoicePrint Conversation Analyser

Early Access Terms

Version: 1.0

Effective date: 27.07.2026

These Early Access Terms apply to the use of the VoicePrint Conversation Analyser during its pre-launch testing and early-access programme.

1. Who these Terms are between

These Terms form an agreement between:

TALKWISE LIMITED, a company incorporated in England and Wales with company number 03699205 and registered office at 9 Delfield Gardens, Caddington, Luton, United Kingdom, LU1 4ES (VoicePrint, we, us or our); and

the individual practitioner who accepts these Terms, together with any consultancy, employer or other organisation on whose behalf that individual uses the Conversation Analyser (User, you or your).

You confirm that:

a. you are entering into these Terms in connection with your trade, profession or business and not as a consumer;

b. you are an accredited VoicePrint practitioner authorised to participate in the early-access programme;

c. you have authority to accept these Terms on behalf of any organisation for which you use the Conversation Analyser; and

d. where you use the Conversation Analyser on behalf of a client, you have authority from that client to do so.

By selecting the acceptance checkbox, creating or accessing an account, or using the Conversation Analyser, you agree to these Terms.

2. Definitions

In these Terms:

Account means the individual account issued to an authorised User.

Applicable Data Protection Law means all data-protection and privacy laws applicable to the processing undertaken under these Terms, including the UK GDPR, the Data Protection Act 2018, the Data (Use and Access) Act 2025 and any legislation replacing, amending or supplementing them.

Authorised Purpose means using the Conversation Analyser to support legitimate VoicePrint coaching, training, facilitation, organisational development or professional-development work in accordance with these Terms.

Client means an organisation or individual for whom the User is carrying out an Authorised Purpose.

Conversation Data means any recording, audio, video, transcript, speaker information, metadata, notes or other material uploaded, entered, submitted or otherwise made available through the Conversation Analyser.

Participant means any identifiable individual whose voice, words, behaviour, personal information or communications appear in Conversation Data.

Outputs means any analysis, report, profile, indicator, classification, summary, score, visualisation, recommendation or other material produced by the Conversation Analyser.

Pilot means VoicePrint’s limited, pre-launch early-access testing programme.

Service means the VoicePrint Conversation Analyser, including its software, interface, models, methodologies and associated functionality.

Special Category Data has the meaning given to it under Applicable Data Protection Law and includes information concerning health, racial or ethnic origin, political opinions, religious or philosophical beliefs, trade-union membership, genetic information, biometric identification and information concerning a person’s sex life or sexual orientation.

3. Nature of the Pilot

3.1 The Service is being provided on a limited, experimental and pre-release basis.

3.2 The purpose of the Pilot is to:

a. test the usability and performance of the Service;

b. identify errors, limitations and potential improvements;

c. obtain structured feedback from accredited practitioners; and

d. evaluate potential professional applications of the Service.

3.3 The Service may contain errors, omissions, interruptions, incomplete features or inaccurate results.

3.4 We may change, restrict, replace, suspend or withdraw any part of the Service at any time during the Pilot.

3.5 Participation in the Pilot does not guarantee future access to the Service, access to any particular feature, or any particular commercial terms following the Pilot.

3.6 Unless we expressly agree otherwise in writing, access to the Pilot is provided without charge.

4. Account access and security

4.1 Your Account is personal to you.

4.2 You must not:

a. share your login details;

b. allow another practitioner, colleague, employee, contractor, Client or third party to use your Account;

c. transfer, sell, sublicense or otherwise make your Account available to another person;

d. access the Service using another practitioner’s Account; or

e. create an Account using false, misleading or incomplete information.

4.3 You must:

a. use a strong and unique password;

b. keep your authentication details confidential;

c. use multi-factor authentication where it is available;

d. take reasonable steps to prevent unauthorised access to your Account;

e. log out of shared or unattended devices; and

f. notify us immediately at mark@voiceprint.global if you know or suspect that your Account or any Conversation Data has been accessed or disclosed without authorisation.

4.4 You are responsible for activity carried out through your Account unless that activity results directly from a security failure for which VoicePrint is responsible.

5. Limited right to use the Service

5.1 Subject to these Terms, we grant you a limited, personal, non-exclusive, non-transferable, revocable right to access and use the Service during the Pilot solely for the Authorised Purpose.

5.2 You may use Outputs within an authorised Client engagement, provided that:

a. the relevant Client and Participants are entitled to receive them;

b. disclosure does not breach confidentiality, privacy, employment or other obligations;

c. you explain the nature and limitations of the Outputs;

d. you review the Outputs before sharing or relying on them; and

e. you do not represent Outputs as definitive, infallible or clinically validated findings.

5.3 No rights are granted except those expressly set out in these Terms.

6. Participant information, agreement and authority

6.1 Before uploading or submitting Conversation Data, you must ensure that every Participant has been clearly informed:

a. that the conversation will be recorded or transcribed, where applicable;

b. that the conversation will be uploaded to and analysed using the VoicePrint Conversation Analyser;

c. about the general nature and purpose of the analysis;

d. who will receive or have access to the Conversation Data and Outputs;

e. how the Outputs are intended to be used;

f. how long the relevant information is expected to be retained;

g. how they can raise questions, concerns or objections; and

h. of any other information required under Applicable Data Protection Law.

6.2 As a mandatory condition of the Pilot, you must obtain each Participant’s express and informed agreement to the proposed recording, transcription, upload and analysis before processing their conversation through the Service.

6.3 Participant agreement under clause 6.2 is a contractual condition of using the Pilot. It does not by itself determine the appropriate lawful basis for processing personal data under Applicable Data Protection Law.

6.4 You are responsible for:

a. identifying and documenting an appropriate lawful basis for processing;

b. satisfying any additional conditions applying to Special Category Data or criminal-offence data;

c. providing all required privacy information;

d. obtaining any permissions required by law, contract, confidentiality, employment obligations, professional standards or internal policies;

e. keeping reasonable evidence of what Participants were told and what they agreed to;

f. ensuring Participants are not misled about the nature or consequences of the analysis; and

g. ensuring that refusing to participate does not expose an individual to unfair or inappropriate detriment.

6.5 You must not upload or analyse:

a. a covert or unlawfully obtained recording;

b. a conversation where any Participant has not been appropriately informed;

c. a conversation where any Participant has refused or withdrawn their agreement to the proposed analysis;

d. material which you do not have authority to provide to VoicePrint;

e. material obtained in breach of a contract, duty of confidence, employment obligation or professional duty; or

f. more personal information than is reasonably necessary for the Authorised Purpose.

6.6 Where a Participant withdraws their agreement or validly requests deletion, restriction or another action concerning their information, you must notify VoicePrint promptly and provide the information reasonably required to identify the relevant Conversation Data.

6.7 You warrant that every upload and use of the Service complies with this clause 6.

7. Responsibility for Clients and organisations

7.1 Where you use the Service for a Client or other organisation, you must ensure that the Client:

a. has authorised the proposed analysis;

b. understands its data-protection and confidentiality responsibilities;

c. has provided or approved appropriate Participant communications;

d. has identified an appropriate lawful basis for processing;

e. has authorised you to instruct VoicePrint to process the Conversation Data; and

f. will use the Outputs only for legitimate and properly communicated purposes.

7.2 You must not assume that your VoicePrint accreditation, your relationship with a Client or a Participant’s attendance at a meeting automatically gives you authority to record, transcribe, upload or analyse that meeting.

7.3 You remain responsible for compliance with these Terms where you act as an agent, consultant or processor for a Client.

8. Prohibited and restricted uses

8.1 You must not use the Service:

a. for any unlawful, fraudulent, deceptive, discriminatory or harmful purpose;

b. to monitor, record or analyse a person covertly;

c. to harass, intimidate, shame, manipulate or unfairly disadvantage an individual;

d. to make assumptions or draw conclusions about protected characteristics or Special Category Data;

e. as a lie detector, credibility test, psychological diagnosis, clinical assessment or medical device;

f. to determine whether an individual has a mental-health condition, neurodivergence or other medical condition;

g. to identify a person’s race, ethnicity, religion, political opinions, trade-union membership, sexual orientation or other protected or sensitive characteristic;

h. to make or recommend a solely automated decision having a legal or similarly significant effect on an individual;

i. as the sole or determinative basis for recruitment, dismissal, promotion, remuneration, disciplinary action, redundancy, performance management or access to services;

j. for surveillance, worker productivity monitoring or behavioural enforcement;

k. to analyse emergency, crisis, safeguarding or criminal-investigation material;

l. to analyse legally privileged material without the express written authorisation of the party entitled to that privilege and appropriate legal advice;

m. to upload passwords, authentication credentials, payment-card details, financial-account details or security keys;

n. in a way that is likely to cause material harm to a Participant; or

o. beyond the reasonable scope of an Authorised Purpose.

8.2 Unless VoicePrint has given prior written approval for a specific use case, you must not upload or analyse:

a. conversations involving anyone under 18;

b. clinical, medical, counselling or therapy sessions;

c. safeguarding meetings;

d. disciplinary, grievance, dismissal or redundancy meetings;

e. criminal allegations or criminal-offence data;

f. legal-advice conversations;

g. conversations involving highly vulnerable individuals;

h. conversations likely to contain extensive Special Category Data; or

i. conversations where participation may not be genuinely voluntary.

8.3 VoicePrint may introduce additional prohibited or restricted uses where reasonably necessary to protect Participants, Clients, the security of the Service or VoicePrint’s legitimate interests.

9. Technical and competitive restrictions

9.1 You must not, and must not attempt to:

a. copy, reproduce or create a substitute for the Service;

b. reverse engineer, decompile, disassemble or otherwise attempt to derive source code, object code, prompts, system instructions, models, weighting, rules, algorithms, scoring logic or methodology;

c. observe, test or interrogate the Service for the purpose of replicating its operation or developing a competing product or methodology;

d. use automated systems, bots, crawlers, scrapers, scripts or bulk-querying tools to access or extract information from the Service;

e. circumvent access controls, rate limits, security features or usage restrictions;

f. probe, scan or test the vulnerability of the Service or its infrastructure;

g. introduce malware, harmful code or corrupted material;

h. use the Service or its Outputs to train, fine-tune, benchmark or improve another artificial-intelligence, machine-learning or automated-analysis system;

i. create a derivative product based on the Service, its interface, Outputs, taxonomies, methodologies or confidential information;

j. remove or obscure VoicePrint branding, copyright notices, trade marks or proprietary notices;

k. falsely suggest that a third-party product or methodology is endorsed, certified or supplied by VoicePrint; or

l. permit a competitor of VoicePrint to access or evaluate the Service.

9.2 Clause 9.1 applies except to the limited extent that a restriction is prohibited by applicable law and cannot lawfully be excluded by contract.

9.3 You must notify us promptly if you become aware of any unauthorised copying, access, disclosure, reverse engineering or attempted exploitation of the Service.

10. Confidentiality of the Pilot

10.1 The following are VoicePrint’s Confidential Information:

a. the existence and details of non-public Pilot features;

b. non-public interfaces, screenshots and demonstrations;

c. scoring logic, methodologies, models, prompts, rules and technical architecture;

d. product plans, research, development priorities and commercial proposals;

e. bugs, vulnerabilities, limitations and test results;

f. documentation identified as confidential; and

g. any other information that a reasonable person would understand to be confidential.

10.2 You must:

a. keep VoicePrint’s Confidential Information confidential;

b. use it only for participating in the Pilot;

c. disclose it only to people expressly authorised in writing by VoicePrint;

d. protect it using at least the same degree of care used to protect your own confidential information, and in any event reasonable care; and

e. promptly notify VoicePrint of any unauthorised disclosure.

10.3 Unless we give prior written permission, you must not:

a. publish screenshots, videos, demonstrations or detailed descriptions of the Service;

b. demonstrate the Service to another practitioner, Client, competitor or member of the public;

c. publish reviews, comparisons, benchmarks, performance claims or accuracy claims;

d. discuss non-public features on social media, websites, presentations, training courses, podcasts or public forums;

e. share Pilot documentation outside the authorised testing group; or

f. use VoicePrint’s name or branding to announce your Pilot participation publicly.

10.4 Clause 10 does not apply to information that you can demonstrate:

a. was lawfully known to you without restriction before disclosure;

b. becomes public through no breach of these Terms;

c. is lawfully received from a third party without confidentiality restrictions; or

d. is independently developed without using VoicePrint’s Confidential Information.

10.5 Where disclosure is required by law or court order, you must, where legally permitted, notify VoicePrint before disclosure and disclose only the minimum information required.

11. Confidentiality of Conversation Data

11.1 You must treat all Conversation Data and Outputs as confidential.

11.2 You must:

a. restrict access to people who genuinely need it for the Authorised Purpose;

b. ensure recipients are subject to suitable confidentiality obligations;

c. store downloaded Conversation Data and Outputs securely;

d. avoid downloading information unless reasonably necessary;

e. use anonymised or pseudonymised information wherever practicable;

f. remove unnecessary names, contact details and identifying information before upload where practicable;

g. avoid including identifiable Client or Participant information in Pilot feedback, support requests or bug reports unless necessary and authorised;

h. delete local copies when they are no longer required; and

i. comply with any reasonable Client instructions concerning confidentiality and deletion.

11.3 You must not publish, sell, license or otherwise disclose Conversation Data or Outputs to an unauthorised third party.

12. Ownership of the Service

12.1 VoicePrint and its licensors retain all intellectual-property rights in:

a. the Service;

b. the Conversation Analyser software;

c. the VoicePrint framework, methodology, terminology and taxonomy;

d. the user interface and report structure;

e. underlying prompts, models, rules, algorithms and scoring logic;

f. VoicePrint documentation and training materials;

g. improvements, developments and derivative works; and

h. VoicePrint names, brands, logos and trade marks.

12.2 Nothing in these Terms transfers ownership of VoicePrint intellectual property to you, a Client or a Participant.

12.3 You must not register or attempt to register any intellectual-property right based on or confusingly similar to VoicePrint’s intellectual property.

13. Ownership and licensing of Conversation Data

13.1 As between you and VoicePrint, you or the relevant Client retain any intellectual-property rights you lawfully hold in Conversation Data.

13.2 You grant VoicePrint a limited, non-exclusive licence to host, copy, transmit, convert, transcribe, analyse and otherwise process Conversation Data solely:

a. to provide and secure the Service;

b. to comply with your documented instructions;

c. to provide support requested by you;

d. to investigate security incidents or misuse; and

e. to comply with applicable law.

13.3 You confirm that you have all rights and permissions required to grant the licence in clause 13.2.

13.4 VoicePrint will not use identifiable Conversation Data to train or improve a general-purpose model or the Conversation Analyser for other customers unless:

a. the relevant controller has entered into a separate written agreement with VoicePrint;

b. the proposed purpose and lawful basis have been documented;

c. Participants have been provided with appropriate information; and

d. all other requirements of Applicable Data Protection Law have been satisfied.

13.5 Clause 13.4 does not prevent VoicePrint from using:

a. genuinely anonymous information from which no individual is identifiable;

b. aggregated technical usage statistics;

c. non-identifiable performance metrics;

d. security and error logs that do not contain Conversation Data beyond what is reasonably necessary; or

e. feedback supplied in accordance with clause 15.

14. Outputs and permitted use

14.1 Subject to these Terms, VoicePrint grants you a limited licence to use and share Outputs for the Authorised Purpose.

14.2 VoicePrint retains ownership of the underlying format, methodology, design, framework, scoring logic and intellectual property embodied in the Outputs.

14.3 You must not:

a. resell, sublicense or distribute Outputs as a standalone product;

b. remove VoicePrint attribution or branding;

c. present the underlying methodology as your own;

d. use Outputs to create or train a competing assessment or analysis product;

e. alter an Output in a way that makes it misleading; or

f. publish an identifiable Output without the necessary authority and Participant information.

14.4 You are responsible for deciding whether, how and with whom an Output should be shared.

15. Feedback

15.1 As part of the Pilot, we may invite you to provide feedback, examples, testing observations, feature requests and suggestions.

15.2 You grant VoicePrint a perpetual, worldwide, irrevocable, royalty-free, transferable and sublicensable right to use, reproduce, develop and incorporate feedback into its products, services and business.

15.3 VoicePrint is not obliged to:

a. implement any feedback;

b. attribute feedback to you;

c. pay compensation for feedback; or

d. grant you rights in any improvement developed from feedback.

15.4 You must not include identifiable or confidential Client or Participant information in feedback unless:

a. it is genuinely necessary;

b. you are authorised to disclose it; and

c. VoicePrint has requested or agreed to receive it securely.

16. Data-protection roles

16.1 For personal data contained in Conversation Data:

a. the User, the User’s organisation or the relevant Client will ordinarily act as controller; and

b. VoicePrint will ordinarily act as processor to the extent that it processes that information solely to provide the Service on the controller’s documented instructions.

16.2 The parties acknowledge that their legal roles are determined by their actual activities and decision-making, not solely by the descriptions used in these Terms.

16.3 VoicePrint acts as an independent controller in relation to personal data it processes for its own legitimate operational purposes, including:

a. Account administration;

b. practitioner accreditation and relationship management;

c. service security;

d. fraud and misuse prevention;

e. legal and regulatory compliance;

f. business records; and

g. aggregated service analytics which do not include identifiable Conversation Data.

16.4 Where you act for a Client that is the controller, you confirm that you are authorised to:

a. give VoicePrint processing instructions on the Client’s behalf; and

b. bind the Client to the controller obligations contained in these Terms.

17. VoicePrint’s processor obligations

Where VoicePrint acts as a processor, VoicePrint shall:

17.1 process personal data only:

a. on the controller’s documented instructions, as set out in these Terms and the User’s use of the Service; or

b. where required by applicable law, in which case VoicePrint will inform the controller before processing unless the law prohibits that information being provided;

17.2 ensure that people authorised to process personal data:

a. are subject to confidentiality obligations; and

b. receive appropriate data-protection and security instructions;

17.3 implement appropriate technical and organisational measures designed to protect personal data against accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access;

17.4 taking into account the nature of the processing and information available to VoicePrint, reasonably assist the controller with:

a. responding to requests from data subjects;

b. security obligations;

c. personal-data breach investigations and notifications;

d. data-protection impact assessments; and

e. consultations with supervisory authorities;

17.5 notify the controller without undue delay after becoming aware of a personal-data breach affecting Conversation Data;

17.6 provide information reasonably necessary to demonstrate compliance with the processor obligations contained in Applicable Data Protection Law;

17.7 inform the controller if, in VoicePrint’s reasonable opinion, a processing instruction infringes Applicable Data Protection Law;

17.8 maintain records required of it under Applicable Data Protection Law; and

17.9 on termination or expiry, delete or return personal data in accordance with clause 22 and Schedule 1, unless applicable law requires retention.

18. User’s controller obligations

Where you, your organisation or your Client acts as controller, you must:

18.1 comply with Applicable Data Protection Law;

18.2 ensure that all processing instructions are lawful, fair, transparent and properly documented;

18.3 identify an appropriate lawful basis for processing;

18.4 satisfy any additional condition required for Special Category Data or criminal-offence data;

18.5 provide Participants with appropriate privacy information;

18.6 ensure the Conversation Data is adequate, relevant, accurate and limited to what is necessary;

18.7 ensure that use of the Service is proportionate to the intended purpose;

18.8 determine and document appropriate retention periods;

18.9 respond to Participant rights requests;

18.10 complete any required legitimate-interests assessment or data-protection impact assessment;

18.11 ensure that VoicePrint’s processing of Conversation Data under these Terms does not cause either party to breach Applicable Data Protection Law;

18.12 notify VoicePrint promptly of any instruction to delete, correct, restrict or provide access to Conversation Data; and

18.13 not instruct VoicePrint to process personal data in a manner prohibited by these Terms.

19. Subprocessors

19.1 You authorise VoicePrint to appoint subprocessors to provide hosting, storage, transcription, artificial-intelligence processing, authentication, monitoring, support and other infrastructure required to provide the Service.

19.2 VoicePrint shall:

a. maintain a list of material subprocessors at Schedule 1 of these Terms;

b. ensure that subprocessors are bound by written obligations providing an appropriate level of data protection;

c. remain responsible for the performance of its subprocessors’ data-protection obligations to the extent required by Applicable Data Protection Law; and

d. provide reasonable notice of any intended addition or replacement of a material subprocessor.

19.3 If the controller reasonably objects to a new subprocessor on genuine data-protection grounds, the parties will attempt to resolve the objection in good faith.

19.4 Where the objection cannot reasonably be resolved, VoicePrint may:

a. offer an alternative where commercially and technically feasible;

b. restrict the affected feature; or

c. terminate the affected processing or the User’s Pilot access.

20. International transfers

20.1 VoicePrint shall not transfer protected personal data outside the United Kingdom except:

a. on the controller’s documented instructions;

b. where the transfer is permitted by Applicable Data Protection Law; and

c. where appropriate transfer safeguards have been implemented.

20.2 Such safeguards may include:

a. UK adequacy regulations;

b. the UK International Data Transfer Agreement;

c. the UK Addendum to the EU Standard Contractual Clauses; or

d. another valid transfer mechanism.

20.3 The current intended locations of processing are described in Schedule 1.

21. Security

21.1 VoicePrint will maintain appropriate technical and organisational measures taking into account:

a. the nature, scope, context and purposes of processing;

b. the risks to Participants;

c. available technology;

d. implementation costs; and

e. the pre-launch nature of the Service.

21.2 VoicePrint’s security measures may include, as appropriate:

a. access controls and authentication;

b. encryption in transit;

c. appropriate encryption or protection of stored information;

d. role-based or need-to-know access;

e. logging and monitoring;

f. secure development and vulnerability-management practices;

g. backup and recovery arrangements;

h. confidentiality obligations; and

i. incident-response procedures.

21.3 You must maintain appropriate security for:

a. devices used to access the Service;

b. your Account;

c. source recordings and transcripts;

d. downloaded Outputs; and

e. information shared with Clients and Participants.

21.4 You must not upload Conversation Data using an unsecured, shared or public device where unauthorised access is reasonably foreseeable.

21.5 You must notify VoicePrint immediately if you become aware of:

a. unauthorised Account access;

b. accidental upload of inappropriate information;

c. unauthorised disclosure of Conversation Data or Outputs;

d. loss of a device containing Conversation Data or Outputs; or

e. another actual or suspected personal-data breach relevant to the Service.

22. Retention and deletion

22.1 VoicePrint will retain Conversation Data only for as long as reasonably necessary to provide the Service, comply with documented instructions and meet legal or security requirements.

22.2 Unless otherwise agreed in writing, the intended Pilot retention periods are:

a. original audio or video files: retained until the User deletes the associated conversation;

b. transcripts: retained until the User deletes the associated conversation;

c. Outputs: retained until the User deletes the associated conversation;

d. operational logs: no longer than 60 days; and

e. backup copies: removed or overwritten through VoicePrint’s normal backup cycle within approximately 14 days.

22.3 You may request earlier deletion by contacting mark@voiceprint.global or using any deletion facility provided within the Service.

22.4 VoicePrint may retain limited records where reasonably required:

a. by law;

b. to establish, exercise or defend legal claims;

c. to investigate security incidents or misuse; or

d. as genuinely anonymous statistics.

22.5 Upon termination of your Pilot access, VoicePrint will delete or return Conversation Data in accordance with the controller’s choice, subject to:

a. the technical operation of backups;

b. applicable legal requirements; and

c. any lawful retention described in clause 22.4.

22.6 Conversation Data retained in backups will remain protected and will not be restored to active systems except where required for disaster recovery, security or legal purposes.

23. Requests and complaints from Participants

23.1 If VoicePrint receives a request or complaint directly from a Participant concerning Conversation Data for which it acts as processor, VoicePrint may refer the request to the relevant controller.

23.2 Unless legally required to respond directly, VoicePrint will not independently determine the outcome of the request.

23.3 You must provide reasonable assistance to identify the relevant Conversation Data and respond within applicable legal time limits.

23.4 Each party shall notify the other where a complaint, regulatory enquiry or legal claim materially concerns the other party’s activities under these Terms.

24. Professional judgement and limitations of Outputs

24.1 Outputs are generated using automated and analytical processes and may be incomplete, inaccurate, inconsistent or affected by factors including:

a. recording quality;

b. transcript accuracy;

c. speaker identification;

d. accents, dialects and language;

e. context not contained in the Conversation Data;

f. overlapping speech or interruption;

g. background noise;

h. the length and nature of the conversation; and

i. limitations in the Service’s models, methodologies or rules.

24.2 Outputs are indicators intended to support reflection and professional discussion. They are not objective statements of fact about a Participant.

24.3 Outputs do not constitute:

a. medical, psychological or clinical advice;

b. legal advice;

c. an employment decision;

d. a diagnosis;

e. proof of intention, motivation, dishonesty or competence; or

f. a substitute for qualified human judgement.

24.4 You must:

a. review each Output critically;

b. consider the underlying conversation and surrounding context;

c. correct or disregard apparent errors;

d. avoid overstating what the Service can establish;

e. communicate relevant limitations to recipients; and

f. ensure meaningful human involvement in any decision or recommendation informed by an Output.

24.5 You are responsible for all advice, coaching, conclusions, decisions and communications you provide using or referring to an Output.

25. No accuracy or availability guarantee

25.1 The Service is provided during the Pilot on an “as available” and experimental basis.

25.2 To the fullest extent permitted by law, VoicePrint does not warrant that:

a. the Service will be uninterrupted, error-free or secure;

b. all defects will be corrected;

c. Conversation Data will be transcribed or analysed accurately;

d. Outputs will be complete, accurate or suitable for a particular purpose;

e. the Service will meet a Client’s requirements;

f. any functionality will remain available; or

g. Pilot data or functionality will be carried into a future commercial version.

25.3 Nothing in these Terms limits obligations that cannot lawfully be excluded.

26. Support and Pilot communications

26.1 Pilot support will be provided at VoicePrint’s discretion through mark@voiceprint.global.

26.2 No service level, response time or resolution time applies unless agreed separately in writing.

26.3 We may contact you with:

a. security and service notices;

b. changes to Pilot functionality;

c. requests for feedback;

d. Pilot research invitations;

e. updated documentation; and

f. changes to these Terms.

27. Suspension

27.1 VoicePrint may immediately suspend or restrict your Account where it reasonably believes:

a. you have breached these Terms;

b. Conversation Data has been uploaded without proper authority;

c. continued processing may infringe a Participant’s rights;

d. your Account has been compromised;

e. your activity creates a security or operational risk;

f. you are attempting to copy, reverse engineer or exploit the Service;

g. you have used the Service for a prohibited purpose;

h. suspension is required by law or a regulator; or

i. suspension is reasonably necessary to protect VoicePrint, Participants, Clients or third parties.

27.2 Where appropriate and legally permitted, VoicePrint will explain the reason for suspension and provide an opportunity to remedy the issue.

27.3 VoicePrint is not required to restore access where the breach or risk cannot be adequately remedied.

28. Term and termination

28.1 These Terms begin when you accept them and continue until your Pilot access ends.

28.2 You may stop participating in the Pilot at any time by notifying mark@voiceprint.global.

28.3 VoicePrint may end the Pilot or your participation:

a. at any time on reasonable notice;

b. immediately where clause 27 applies;

c. where you cease to be an accredited VoicePrint practitioner;

d. where the Pilot is discontinued; or

e. where continued access creates legal, security, reputational or commercial risk.

28.4 On termination, you must:

a. stop accessing and using the Service;

b. delete VoicePrint Confidential Information in your possession where requested;

c. stop presenting yourself as an early-access participant;

d. return or securely delete Conversation Data and Outputs where required by the relevant controller; and

e. comply with any reasonable transition or deletion instructions.

28.5 Termination does not affect rights or liabilities accrued before termination.

28.6 Clauses concerning confidentiality, intellectual property, data protection, restrictions, liability, indemnities and general legal provisions survive termination where their nature requires them to do so.

29. Warranties given by the User

29.1 You warrant that:

a. you have authority to enter into these Terms;

b. your use of the Service will comply with these Terms and applicable law;

c. you have authority to provide all Conversation Data to VoicePrint;

d. each Participant has been appropriately informed and has given the agreement required by clause 6;

e. you have identified and documented an appropriate lawful basis for processing;

f. you will not infringe the confidentiality, privacy, intellectual-property or other rights of any person;

g. you will not rely on Outputs without appropriate professional and human review; and

h. information you provide to VoicePrint is accurate and not misleading.

30. Liability

30.1 Nothing in these Terms excludes or limits liability for:

a. death or personal injury caused by negligence;

b. fraud or fraudulent misrepresentation;

c. breach of obligations which cannot lawfully be excluded; or

d. any other liability that cannot lawfully be limited.

30.2 Subject to clause 30.1, VoicePrint will not be liable for:

a. loss of profit, revenue, business, opportunity, anticipated savings or goodwill;

b. loss or corruption of data, except to the extent directly caused by VoicePrint’s failure to comply with its express obligations under these Terms;

c. indirect or consequential loss;

d. decisions, advice, coaching or recommendations made by you, a Client or a third party;

e. inaccurate, incomplete or misleading Outputs;

f. failure by you or a Client to obtain appropriate Participant agreement or identify a lawful basis;

g. unauthorised or prohibited use of the Service;

h. loss resulting from your failure to secure your Account or devices; or

i. events outside VoicePrint’s reasonable control.

30.3 Subject to clauses 30.1 and 30.2, VoicePrint’s total aggregate liability arising out of or in connection with the Pilot and these Terms shall not exceed:

£1,000 or, if greater, the total fees paid by the User to VoicePrint specifically for the Conversation Analyser during the 12 months preceding the event giving rise to the claim.

30.4 The exclusions and limitations in this clause apply whether liability arises in contract, tort, negligence, breach of statutory duty, misrepresentation, restitution or otherwise.

31. User indemnity

31.1 You shall indemnify VoicePrint against reasonable losses, liabilities, damages, costs and expenses, including reasonable legal costs, arising from a third-party claim or regulatory action caused by:

a. your upload or use of Conversation Data without proper authority;

b. your failure to inform a Participant or obtain the agreement required by these Terms;

c. your unlawful processing of personal data;

d. your breach of confidentiality;

e. your infringement of intellectual-property rights;

f. your prohibited use of the Service;

g. your material breach of clauses 6, 8, 9, 10, 11, 18 or 29; or

h. an instruction given by you that causes VoicePrint to breach applicable law.

31.2 VoicePrint shall:

a. notify you reasonably promptly of a claim for which it seeks indemnification;

b. take reasonable steps to mitigate its loss; and

c. not settle a claim in a manner that admits wrongdoing by you without consulting you, where reasonably practicable.

31.3 This clause does not require you to indemnify VoicePrint to the extent that a claim was caused by VoicePrint’s own breach of these Terms, negligence or unlawful conduct.

32. Changes to these Terms

32.1 VoicePrint may update these Terms where reasonably necessary to reflect:

a. changes to the Pilot;

b. changes in law or regulatory guidance;

c. new security or data-protection requirements;

d. new features or subprocessors; or

e. risks identified during testing.

32.2 Where a change materially affects your rights or obligations, VoicePrint will provide reasonable notice and may require you to accept the updated Terms before continuing to use the Service.

32.3 The version accepted by you will be recorded against your Account where practicable.

33. Notices

33.1 Notices to VoicePrint under these Terms must be sent to:

Email: mark@voiceprint.global

Address: 9 Delfield Gardens, Caddington, Luton, United Kingdom, LU1 4ES

33.2 VoicePrint may send notices to the email address associated with your Account.

33.3 Email notices are treated as received on the next business day after sending, unless the sender receives an error message indicating failed delivery.

34. General provisions

34.1 Entire agreement. These Terms constitute the entire agreement relating to the Pilot and replace any previous discussions, representations or agreements concerning early access to the Service.

34.2 Priority. If there is a conflict between these Terms and other VoicePrint practitioner terms, these Terms take priority in relation to the Conversation Analyser Pilot unless expressly stated otherwise.

34.3 No partnership. Nothing in these Terms creates a partnership, joint venture, employment relationship, fiduciary relationship or general agency between the parties.

34.4 Assignment. You may not transfer or assign your rights or obligations under these Terms without VoicePrint’s prior written consent. VoicePrint may assign these Terms as part of a reorganisation, financing, merger, acquisition or transfer of the relevant business.

34.5 Subcontracting. VoicePrint may subcontract its obligations, subject to its obligations concerning subprocessors and confidentiality.

34.6 Waiver. A failure or delay in exercising a right does not waive that right.

34.7 Severability. If a provision is found to be invalid or unenforceable, it shall be modified to the minimum extent necessary or deleted, without affecting the remaining provisions.

34.8 Third-party rights. Unless expressly stated otherwise, no person other than the parties has a right to enforce these Terms under the Contracts (Rights of Third Parties) Act 1999.

34.9 Force majeure. VoicePrint is not liable for delay or failure caused by circumstances beyond its reasonable control, including failures of internet, telecommunications, hosting, utility or third-party technology providers.

34.10 Interpretation. References to “including” or similar words are illustrative and do not limit the preceding words.

35. Governing law and courts

35.1 These Terms and any non-contractual obligations arising from them are governed by the laws of England and Wales.

35.2 The courts of England and Wales have exclusive jurisdiction to resolve disputes arising out of or connected with these Terms.

Schedule 1

Details of processing

1. Subject matter

Provision of the VoicePrint Conversation Analyser, including receipt, hosting, transcription, processing and analysis of Conversation Data and generation of Outputs.

2. Duration

For the period during which the User participates in the Pilot, together with the limited retention and deletion periods described in clause 22.

3. Nature of processing

Processing may include:

collection;

receipt;

recording;

organisation;

storage;

conversion;

transcription;

speaker separation or identification;

automated and rules-based analysis;

generation of summaries and classifications;

retrieval;

consultation;

transmission;

restriction;

deletion; and

technical monitoring and security logging.

4. Purpose of processing

To provide, secure, support and administer the Conversation Analyser in accordance with the controller’s documented instructions and these Terms.

5. Categories of data subjects

Data subjects may include:

VoicePrint practitioners;

the User’s employees and contractors;

Client personnel;

meeting attendees;

coaching and training participants;

facilitators;

managers and colleagues;

customers and suppliers participating in authorised conversations; and

other adult Participants whose inclusion complies with these Terms.

6. Types of personal data

Personal data may include:

name;

voice;

spoken words and opinions;

role and organisation;

conversation content;

communication behaviour;

meeting participation;

speaker labels;

timestamps;

audio characteristics;

transcript data;

professional observations;

account information;

technical identifiers;

usage records; and

Outputs associated with an identifiable Participant.

7. Special Category Data

The Service is not intended for the deliberate processing of Special Category Data during the Pilot.

Special Category Data may arise incidentally within an ordinary conversation. The User must minimise such data and must not upload conversations expected to contain substantial or deliberate Special Category Data without VoicePrint’s prior written approval and documented compliance with Applicable Data Protection Law.

8. Criminal-offence data

The Service is not intended to process criminal-offence data during the Pilot. Such material must not be uploaded without VoicePrint’s prior written approval and documented legal authority.

9. Frequency

Processing will occur whenever an authorised User submits Conversation Data or accesses an existing analysis during the Pilot.

10. Controller instructions

The controller instructs VoicePrint to process Conversation Data only:

to provide the Service;

in response to actions taken through the authorised Account;

to provide requested support;

to maintain security and integrity;

to comply with deletion or rights-related instructions; and

as otherwise expressly agreed in writing.

11. Intended retention

Original audio/video: retained until the User deletes the associated conversation

Transcripts: retained until the User deletes the associated conversation

Outputs: retained until the User deletes the associated conversation

Technical and security logs: no longer than 60 days

Backups: removed or overwritten through the hosting provider's rolling backup cycle, typically within 14 days

12. Processing locations

The intended countries or regions in which Conversation Data may be processed are:

United Kingdom;

United States (subprocessors listed below); and

Any restricted transfer will be subject to an appropriate lawful transfer mechanism.

13. Material subprocessors

At the Effective Date, the intended material subprocessors are:

Subprocessor

Purpose

Processing location

Transfer safeguard

Google Cloud Platform

Hosting, storage and database (application, uploaded audio/transcripts, PostgreSQL database)

United States

EU Standard Contractual Clauses (SCCs) and UK Addendum; Google LLC is certified under the EU–US Data Privacy Framework

AssemblyAI, Inc.

Speech-to-text transcription and speaker identification of uploaded conversation audio

United States

EU Standard Contractual Clauses (SCCs) and UK Addendum

OpenAI, L.L.C.

Conversation analysis (AI adjudication of voice classifications) and extraction of scores from uploaded self-report PDFs

United States

EU–US Data Privacy Framework certified; SCCs and UK Addendum via OpenAI's Data Processing Addendum

Google LLC (Google Drive / Google Meet)

Retrieval of Meet recordings and companion transcripts that users choose to import

United States (global infrastructure)

EU–US Data Privacy Framework certified; SCCs

14. Contact details

VoicePrint privacy contact: Mark Robertson - Director of Technology

Email: mark@voiceprint.global

Security incidents: mark@voiceprint.global

Schedule 2

Mandatory upload declaration

Before each upload, the User must confirm:

I confirm that I am authorised to upload and analyse this material. All Participants have been clearly informed about the recording or transcription, its upload to the VoicePrint Conversation Analyser, the nature and purpose of the analysis, who may receive the results and how the results will be used. Each Participant has expressly agreed to the proposed recording, transcription and analysis. The relevant controller has identified an appropriate lawful basis and satisfied any additional data-protection requirements. The material does not contain prohibited content or unnecessary sensitive information, and its use complies with the VoicePrint Conversation Analyser Early Access Terms.

VoicePrint may record:

the User’s identity;

the date and time of confirmation;

the version of the Terms accepted;

the relevant upload or analysis reference; and

the wording of the declaration accepted.

Schedule 3

Pilot use checklist for practitioners

Before using the Conversation Analyser, the practitioner must be able to answer yes to each of the following:

Is there a clear and legitimate VoicePrint coaching, training or development purpose?

Does the relevant Client or organisation know that the Conversation Analyser will be used?

Has every Participant been told that the conversation will be recorded or transcribed and analysed?

Has every Participant expressly agreed before the conversation is uploaded?

Has the relevant controller identified an appropriate lawful basis?

Have Participants been told who will receive the analysis and what it may be used for?

Is the conversation free from prohibited or unnecessarily sensitive information?

Is the use proportionate and fair to Participants?

Will a qualified practitioner review the Output rather than treating it as an objective fact?

Is there a clear process for responding if a Participant objects or asks for deletion?

If the answer to any question is no or uncertain, the conversation must not be uploaded until the issue has been resolved.

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