Terms of Service

Date of Publication: 15th July 2020

Please read the following important Terms carefully, and check that you agree with them, before signing up for an account with us.

You must be at least 18 years old to create an account with us and use Subly. By clicking “Continue” you confirm that you are at least 18 years old and agree to these Terms, and enter into a legally binding agreement with us. If you do not agree to these Terms, do not register for an account with us.Each order you place in our website will be governed by these Terms.

Do you need extra help?
If you would like this contract in another format (for example: audio, large print) please contact us using the contact details provided in the WHO WE ARE AND HOW TO CONTACT US section.

About Subly
Subly is a cloud-based video and audio transcription software tool. It uses speech recognition technology to automatically add subtitles, in any language, to your videos uploaded to or recorded with Subly. It enables you to edit and translate text, and download your video for sharing on any platform. 

Subly is available under various pricing plans, as set out in our Price List. The type of pricing plan you sign up to will determine Subly’s features available to you and the fees you have to pay us, as listed on the Price List.

Contents
You can either scroll down to read these terms in their entirety (which we recommend you do), or click on one of the links below to go straight to the section you are interested in.

  1. WHO WE ARE AND HOW TO CONTACT US 
    1. Who we are. When we say we, us or our, we mean Subly UK Limited, a company registered in England and Wales under company number 12618425. We operate getsubly.com website and subdomains (Website). Our registered office is at Kemp House, 160 City Road, London, England, EC1V 2NX.
    2. How to contact us. If you wish to contact us for any reason, including because you have any complaints, you think Subly is faulty or misdescribed, or wish to end your contract with us, you can contact us:

    3. How we may contact you. If we have to contact you, we will do so by email, text, or post, using the contact details you have provided to us.
  2. BUSINESS CUSTOMERS AND CONSUMERS
    1. How to identify terms that apply to you. In some areas you will have different rights under these Terms depending on whether you are a business or consumer. Provisions:

      • specific to consumers only are introduced by the following text:
        [This clause applies to consumers only.]
      • specific to business customers only are introduced by the following text:
        [This clause applies to business customers only.]
      • all other provisions apply to all customers.
    2. Are you a business customer or a consumer? You are a consumer if you are an individual, and you are using Subly wholly or mainly for your personal use (not for use in connection with your trade, business, craft or profession).
    3. This is our entire agreement with you. 
      [This clause applies to business customers only.]
      If you are a business customer, these Terms constitute the entire agreement between us in relation to your purchase. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of us which is not set out in these Terms and that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Terms.
  3. ABOUT THESE TERMS
    1. What these Terms cover. These are the terms and conditions (Terms), on which we supply digital content, software services and subscription services to you through our Website (together Subly).
    2. Why you should read these Terms. These Terms set out your legal rights and responsibilities, our legal rights and responsibilities, and certain key information required by law. Please read these Terms carefully and make sure that you understand them, before signing up for an account with us on our Website (Account) and using Subly.  We will ask you to agree to these terms before you create an Account. You should retain a copy of these Terms for future reference.
    3. Language of these Terms. These Terms are only available in English. No other languages will apply to Subly.
    4. Changes to these Terms. We may amend these Terms from time to time, for example, to reflect changes in law or best practice, or to deal with changes we introduce to Subly. We will give you at least 30 days’ notice (Change of Terms Notice) of any change by sending you an email with details of the change. We will ask you to accept or reject the new terms when you access your Account after expiry of that 30 days’ Change of Terms Notice, and

      • if you accept the new terms, they will come into force when you log into your Account; or
      • if you reject the new terms:
        (i) our contract with you will end immediately, and you will not be permitted to continue to use Subly (save as described in this sub-clause (b));
        (ii) we will refund to you any sums paid by you in respect of your use of Subly after the expiry of the Change of Terms Notice; and
        (iii) you will be able to access your Account for a limited period of time and a limited purpose, as described in clause 16.2(a) (Data export).
      • all other provisions apply to all customers.
  4. YOUR ACCOUNT AND OUR CONTRACT WITH YOU
    1. You must register to use Subly. You must have an Account to use Subly. In order to create an Account, you must complete the sign-up form on our Website, accept these Terms, submit the Account registration form, and complete the verification process. You must use accurate information, including your first and last name, and your chosen password. 
    2. Additional information.
      [This clause applies to business customers only.]
      If you are a business customer then, in addition to the information set out in clause 4.1 above, you will also need to provide details of your business, including full legal name, trading name (if applicable), company number (if applicable), and registered address. 
    3. Our contract with you. Your registration will be completed when you complete the Account verification process, at which point a legally binding contract will come into force between you and us.
    4. Duration of the contract. You will gain access to and will be able to use Subly as soon as you log into your Account. The contract between you and us will continue indefinitely, unless you end it as described in clause 13 (Your rights to cancel the subscription and end this contract), or we end it as described in clause 15 (Our rights to end the contract).
    5. Use on behalf of an organisation. If you use Subly or expressly agree to these Terms and conditions in the course of a business, then by so doing you bind both yourself, and the person, company or other legal entity that operates that business or organisational project to these Terms, and in these circumstances references to “you” in these Terms are to both the individual user and the relevant person, company or legal entity, unless the context requires otherwise.
    6. Managing your Account and Pricing Plan. Once your Account is activated, you will be able to manage your Account and Pricing Plan (as defined in clause 21.1(o) and further described in clause 5.2) via our Website, including:

      • signing up to a Pricing Plan;
      • viewing your Pricing Plan and changing it to another Pricing Plan;
      • updating your personal (or business) details and payment method details;
      • enabling, disabling and deleting your Account; or
      • managing your marketing preferences.
    7. Pricing Plans. In order to use Subly, you must subscribe to one or more of our Pricing Plans as set out in our Price List and as further described in clause 5.2 (When and how often you must pay us). The type of the Pricing Plan you have signed up for will determine:

      • what functionalities of Subly you can use (for example, limited or unlimited storage capacity, single user or team use) For ease of reference, in these Terms we will call such functionality Plan Functionality; and
      • the maximum number of minutes of video content that you can upload to Subly (which includes videos recorded using Subly). For ease of reference, in these Terms we will call such minutes Plan Minutes.
    8. Updating your details and keeping your Account credentials secure. If your details change after registration, you must update them on our Website. You must keep details of your Account secure and not share them with anyone else.
  5. CHARGES AND PAYMENTS
    1. Our prices. All our fees (Fees):

      • are in the currency shown on our Price List;
      • include VAT at the applicable rate; and
      • are as shown on our Price List (as may be updated from time to time in accordance with clause 5.9 below).
    2. When and how often you must pay us. You must pay us the Fees applicable to the Pricing Plan you subscribe to. You can either: use our free of charge Pricing Plan (Free Plan); subscribe to a fixed price Pricing Plan (Subscription Plan); or pay per usage Pricing Plan (Pay Per Usage Plan). You can also subscribe to our Subscription Plan and a Pay Per Usage Plan at the same time. In these Terms, the term Pricing Plans means together the Free Plan, the Subscription Plans or the Pay Per Usage Plans.

      • If you subscribe to the Free Plan:
        (i) you can use Subly free of charge;
        (ii) the number of Plan Minutes and Plan Functionalities you can use in a month is limited to the monthly allowance applicable to the Free Plan as set out on the Pricing Card;
        (iii) unused Plan Minutes and Plan Functionalities cannot be carried over to the next month.
      • If you subscribe to one of our Subscription Plans:
        (i) you must pay us pay the fixed price applicable to your Subscription Plan at the frequency (Subscription Billing Period) applicable to your Subscription Plan as shown on our Price List;
        (ii) the number of Plan Minutes you can use in any given Subscription Billing Period is limited to the Subscription Billing Period allowance applicable to your Subscription Plan as set out in the Price List;
        (iii) unused Plan Minutes cannot be carried over to the next Subscription Billing Period;
        (iv) you must pay your first Fee when you sign up for the Subscription Plan;
        (v) you must continue paying the applicable Fee every Subscription Billing Period until: you cancel your subscription; or until you change your Pricing Plan to a different Pricing Plan; or until your contact with us is ended; and
        (vi) if you pay for your Subscription Plan monthly and your first billing date falls on the 29th, 30th or 31st day of a month, your next and every subsequent billing date will fall on the 28th of a month for as long as you continue subscribing to that Subscription Plan.
      • Pay Per Usage Plan:
        (i) you must pay us the Fee applicable to the Plan Minutes and/or the Plan Functionality you wish to purchase as set out in our Price List at the time of purchase; and
        (ii) you can continue using your Plan Minutes and/or Plan Functionality until you have used up your allowance up to the maximum period of 365 days from the day of purchase of those Plan Minutes or Plan Functionality, or until you cancel your subscription, or until your contract with us is ended, whichever is earlier.Subscribing to a Pay Per Usage Plan means purchasing Plan Minutes and Plan Functionalities on a pay-as-you-go basis. You can subscribe to our Pay Per Usage Plan instead of or in addition to subscribing to our Subscription Plan (for example, if you wish to buy extra Plan Minutes over your Subscription Plan allowance). If you subscribe to our
    3. How you must pay. We use Stripe Payments (a payment gateway) to process payments through our Website. Stripe Payments accept payments with the following payment cards: Visa, Mastercard and American Express. When signing up to a Pricing Plan (other than our Free Plan), you will need to provide us with valid, up-to-date and complete billing information. Save as provided in clause 5.5 below, such information must include details of your payment card.

      [You authorise us to bill the Fees due to us for your Pricing Plan to your payment card, during the term of your subscription, at the applicable intervals and at the applicable amounts as set out in this clauses 5.1 and 5.2 above.]

    4. Failed payments. If, for any reason, the applicable Fees cannot be charged to your payment card in part or in full (for example, due to insufficient funds in the bank account linked to your payment card, or because your payment card has expired and you have not provided us with details of another payment card), will invoice you for the unpaid part of the Fees, and your access to Subly will be suspended immediately. You will needed to enter valid payment card details the next time you login/access your Account, or choose to be downgraded to the Free Plan. For the avoidance of doubt, if you opt to downgrade to the Free Plan you will still need to pay any outstanding monies before access to your Account will be restored.
    5. Invoicing.
      [This clause applies to business customers only.]
      If you are a business customer, and subscribe to a Pricing Plan (other than our Free Plan), we will issue to you our invoices in respect of our Fees, during the term of your Pricing Plan, at the applicable intervals and at the applicable amounts as set out in clauses 5.1 and 5.2 above and payment will be collected automatically in accordance with clause 5.3. 
    6. Our right of set-off. 
      [This clause applies to business customers only.]
      If you are a business customer you must pay all amounts due to us under these terms in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
    7. We can charge interest if you pay late. 
      [This clause applies to business customers only.]
      If you are a business customer and you do not make any payment to us by the due date, we may charge interest to you on the overdue amount at the rate of 4% a year above the base rate of the Bank of England from time to time (but at 4% a year for any period when that base rate is below 0%). This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You must pay us interest together with any overdue amount.
    8. What to do if you think an invoice is wrong. If you think an invoice is wrong, please contact us within 7 days of receipt of the invoice to let us know. You will not have to pay any interest until the dispute is resolved. Once the dispute is resolved we will charge you interest on correctly invoiced sums from the original due date.
    9. Changes to our Fees. Our Fees may change from time to time. We will give you at least 30 days’ notice (Change of Fees Notice) of any change by sending you an email with details of the change.

      • If you do not wish to pay the new price, you may cancel your Pricing Plan as described in clause 13.5 (Cancelling your Pricing Plan), and/or end your contract with us as described in clause 13.4 (Closing your Account). 
      • If you do not wish to pay the new price and you are a consumer
        [This clause applies to consumers only.]
        If you are a consumer, you may also have the right to cancel your contract as described in clause 13.1 (Statutory consumer “cooling-off” period cancellation rights). 
      • If you do not cancel your subscription, the new Fees will come into force on the expiry of the Change of Fees Notice, and:
        (i) if you subscribe to a Subscription Plan, will apply to you from your next billing date (or subscribe for a different Pricing Plan, whichever is earlier); or
        (ii) if you subscribe to a Pay Per Usage Plan, will apply to you when you purchase new Plan Minutes and/or Plan Functionality, or when you subscribe to a different Pricing Plan, whichever is earlier.
  6. HOW YOU MAY USE SUBLY
    1. How you may use Subly if you are a consumer. 
      [This clause applies to consumers only.]
      In return for your agreeing to comply with these Terms, and (where applicable) paying us our Fees, you may use Subly, in accordance with these Terms, for your own, private, non-commercial purposes.
    2. How you may use Subly if you are a business customer. 
      [This clause applies to business customers only.]
      In return for your agreeing to comply with these Terms, and (where applicable) paying us our Fees, you may use Subly, in accordance with these Terms, for your internal business operations in accordance with these Terms (including as permitted in clause 7 (Authorised Users)).
    3. You can only use Subly as permitted in these Terms. The rights we grant you under clause 6.1 are subject to the rules and restrictions set out in clause 8 (Rules and restrictions), and other provisions of these Terms.
  7. AUTHORISED USERS
    [This clause applies to business customers only.]
    1. Use of Subly by Authorised Users. If you are a business, then, subject to purchasing a Subscription Plan with team functionalities, the rules and restrictions set out in this clause 7 (Authorised Users), clause 8 (Rules and Restrictions), and other provisions of these Terms, you may permit your employees, agents and/or independent contractors to use Subly in accordance with these Terms solely for your internal business operations (Authorised Users).
    2. Authorised Users. In relation to the Authorised Users:

      • you remain responsible for all acts and omissions of your Authorised Users as if they were your own acts and omissions in all matters that arise under or in connection with their access to and use of Subly and with these Terms;
      • you must remove an Authorised User’s access to Subly as soon as they cease to act on your behalf;
      • you must not authorise a greater number of Authorised Users to access and use Subly than the maximum number of users permitted under your selected Subscription Plan;
      • if you wish to authorise additional Authorised Users in excess of the number permitted by your current Subscription Plan, you must upgrade you Subscription Plan to one which permits your required number of Authorised Users;
      • you must ensure that each Authorised User keeps a secure password for their use of Subly, and keeps their users credentials (i.e. username and password) confidential;
      • you must use our requested software reporting, or (no more frequently than once per year) permit us or our designated auditor to audit your use of Subly, to verify that your use of Subly does not exceed the number of maximum users permitted under your selected Subscription Plan; and
      • if any of the audits referred to in clause 7.2(f) reveal that you underpaid our Fees to us, then, without prejudice to our other rights, you must pay us an amount equal to such underpayment.
    3. Additional Authorised Users. If:

      • you wish to authorise additional Authorised Users in excess of the number permitted by your current Subscription Plan, you must upgrade your Subscription Plan in accordance with clause 13.5 (Cancelling or changing your Pricing Plan) to one which permits your required number of Authorised Users; or
      • you exceed the maximum number of Authorised Users permitted under your current Subscription Plan without first upgrading your Subscription Plan as stipulated in sub-section 7.3(a) above, your Subscription Plan will be upgraded automatically to a Subscription Plan allowing the relevant number of users, and clause 13.5 (Cancelling or changing your Pricing Plan) will apply as if the change to the Subscription Plan was executed by you.
    4. Unauthorised sharing of credentials. 

      • You must ensure that one Authorised User’s credentials are not used by any other person, unless they have been reassigned in their entirety to another Authorised User, in which case the prior Authorised User shall no longer have any right to access or use Subly.
      • If we have reasonable grounds to believe that you are in breach of the obligation in clause 7.4(a) above then, without limiting or affecting any other right or remedy available to us, we reserve the right to charge you for the difference between the Fees payable under your Subscription Plan and a Subscription Plan that permits the number of users that have accessed Subly in the relevant period.
  8. RULES AND RESTRICTIONS
    1. You must keep your device and Account secure. You are responsible for keeping your device and Account safe and secure. You must promptly notify us of any unauthorised use or security breach of your Account or Subly.
    2. You may not transfer your rights to Subly to someone else. The rights provided under clause 6.1 are granted to you only. You may not transfer your rights to use Subly to someone else, whether for money, for anything else or for free. 
    3. You may not share Subly with your group companies.
      [This clause applies to business customers only.]
      If you are a company, the rights granted to you are not considered granted to any of your subsidiaries or holding companies.
    4. Prohibited actions. You must not (or permit or assist others to):

      • sell, resell, rent, lease, sub-license, loan, publish, distribute, redistribute, provide, or otherwise make Subly available in any form, in whole or in part, to any person without prior written consent from us (save as authorised in clause 7 (Authorised Users));
      • display Subly (in part or in whole) as part of any public performance or display unless such use would not constitute a copyright infringement or breach legal rights of any person (including corporate entity) or is specifically permitted by us. For the avoidance doubt, this clause 8.4(b) does not prevent you from displaying any of your videos processed through Subly to any audience, including where such videos include our branding applied to your video by Subly;
      • copy Subly, except as part of the normal use of the software
      • use Subly in conjunction with any stream-ripping, stream capture or similar software to record or create a copy of any content that is presented to you in streaming format;
      • translate, merge, edit, adapt, vary, alter or modify, the whole or any part of Subly nor permit Subly or any part of them to be combined with, or become incorporated in, any other programs, applications or digital content except as necessary to use Subly on devices as permitted in these Terms;
      • disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of Subly nor attempt to do any such things, except to the extent that (by virtue of sections 50B and 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are necessary to decompile the software to obtain the information necessary to create an independent program that can be operated with Subly or with another program (Permitted Objective), and provided that the information obtained by you during such activities is not disclosed or communicated without our prior written consent to any third party to whom it is not necessary to disclose or communicate it in order to achieve the Permitted Objective; is not used to create any software that is substantially similar in its expression to Subly is kept secure; and is used only for the Permitted Objective;
      • attempt to, or assist, authorise or encourage any person to circumvent, disable or defeat, interfere with or disrupt the safety, security or performance of Subly; or
      • access or use the source code of Subly.
    5. Harm to us or our users. 

      You must not (or permit or assist others to):

      • use Subly in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, such as viruses, or harmful data, onto Subly or any operating system;
      • breach any of the user content rules in clause 10 (Your content);
      • use Subly in a way that could damage, disable, overburden, impair or compromise Subly, our systems or security or interfere with other users; or
      • collect or harvest any information or data from Subly or our systems or attempt to decipher any transmissions to or from the servers running Subly.
  9. OUR INTELLECTUAL PROPERTY RIGHTS
    1. Our copyright. Copyright © 2019-2020 Subly Limited.
    2. Our trade marks. Subly, our logos and our other trade marks are trade marks belonging to us. We give no permission for the use of these trade marks, and such use may constitute an infringement of our rights.
    3. You do not own Subly. All intellectual property rights in Subly throughout the world belong to us (or our licensors) and the rights in Subly are licensed (not sold) to you.  When we refer in these Terms to paying for Subly, we mean paying for the right to use Subly in accordance with these Terms, rather than for obtaining the ownership of Subly and/or any its part. Any goodwill derived from the use by you of our intellectual property rights will accrue to us (or our licensors).
    4. Proprietary marks and notices. You must not remove any trade marks, service marks, labels or other legal or proprietary notices included in Subly, or attempt to modify any content obtained through Subly (save as expressly enabled by its functionalities), including any modification for the purpose of disguising or changing any indications of the ownership or source of that content.
  10. YOUR CONTENT
    1. Meaning of “your content”. In these Terms, “your content” means all data, works and materials (including text, graphics, images, audio material, video material, audio-visual material, and data) which you upload, submit, send to or store on Subly, transmit using Subly, supply to us for uploading to, transmission by or storage on Subly, or generated by Subly as a result of your use of Subly (but excluding analytics data relating to your use of Subly and server log files).
    2. You must have the right to submit your content to us. You must have the necessary rights to submit your content to Subly. You must also have the right to give us the permission to use your content as set out in clause 10.5 below.
    3. Data protection and copyright. Without limiting the generality of clause 10.2 above and 10.9 below

      you must ensure that:

      • your content does not breach any person’s copyright; and
      • your content does not breach any person’s rights in personal data.

      For information about copyright, please see the government advice at: https://www.gov.uk/copyright.
      For information on when and how you can lawfully process personal data, please see the Information Commissioner’s Office’s Guide to the General Data Protection Regulation.

    4. Your ownership and responsibility for your content. You will own all intellectual property rights, title and interest in and to all of your content, subject to clause 10.5 below. You will have the sole responsibility for the legality, reliability, integrity, accuracy and quality of your content.
    5. Permissions you give us to your content. You grant us:

      • a worldwide, non-exclusive, royalty-free, perpetual licence to use, copy, reproduce, store, distribute, publish, export, adapt, edit, translate, and create derivative works of, display and perform your content to the extent reasonably required for the performance of our obligations and the exercise of our rights under these Terms. You also grant us the right to sub-license these rights to our hosting, connectivity and telecommunications service providers, subject to any express restrictions elsewhere in these Terms. This licence will end when your content is deleted from our systems (except as provided in sub-clause (b) below);
      • a worldwide, irrevocable, exclusive, royalty-free licence to create anonymised, aggregated data using your content and data collected by us through your use of Subly (including the use of any Authorised User) (Derived Data). We will own all rights (including intellectual property rights), title and interest in and to all of the Derived Data; and
      • a worldwide, non-exclusive, royalty-free, perpetual licence, for our own promotional use, to communicate to third parties the fact that you are our customer, and (in relation to videos which have been published by you) to reproduce on our website, social media and other electronic and hard copy promotional materials samples of your videos processed using Subly, a hyperlink to your website, your name and your trade marks. You have the right to revoke or restrict the scope of the licence granted to us under this clause 10.5(c) at any time.
    6. Confidentiality of your content. Subject to clause 10.5(c) we will treat your content, which comes into our possession or control in the course of your use of Subly in accordance with these Terms as confidential. In particular, we will not use or reproduce such content in whole or in part in any form except as may be required by this contract; nor disclose such content to any third party or persons not authorised by you to receive it, except with your prior consent.
    7. No back-ups of your content. We will not back-up your content. You retain the sole responsibility for backing-up your content whenever you require a back-up of it. 
    8. How to delete your content. [You can delete items of your content individually by [specify] or in its entirety by deleting your Account.] You can delete your Account by [specify]. [You can download a copy of your data at any time before deleting your account by [specify]]. When you delete your content:

      • it may continue to be stored on our systems [for up to 90 days after you deleted it]; or 
      • it may continue to be processed by us where we require to keep your content in order to comply with our legal obligation; comply with a request of a judicial or administrative authority, law enforcement or a government agency; investigate your breaches of these Terms; to enforce these Terms; or for the establishment, exercise or defence of legal claims.
    9. Your content must not breach any laws or be inappropriate. 

      Your content, and the use of your content by us in accordance with these Terms, must not:

      • be illegal or unlawful (including being in contempt of any court, in breach of any court order, in breach of racial or religious hatred or discrimination legislation, or in breach of official secrets legislation);
      • or infringe any person’s legal rights (including copyright, moral rights, database rights, trade mark rights, design rights, rights in passing off, or other intellectual property rights);
      • infringe any right of confidence, right of privacy or right under data protection legislation;
      • be in breach of any contractual obligation owed to any person; or
      • be libellous or maliciously false, obscene, indecent, pornographic, lewd, suggestive or sexually explicit, blasphemous, offensive, deceptive, harmful, fraudulent, threatening, intimidating, abusive, harassing, anti-social, menacing, hateful, racially or ethnically offensive, discriminatory or inflammatory, depict violence in an explicit, graphic or gratuitous manner, constitute an incitement to commit a crime, instructions for the commission of a crime or the promotion of criminal activity.
    10. You must not allow others to breach the rules. You must not assist or permit any per-son to use Subly in a way that breaches the rules set out in clause 10.9 above.
  11. AVAILABILITY, UPDATES AND SUPPORT
    1. We do not guarantee availability of Subly. We will use reasonable skill and care to provide Subly to you and to keep it safe, secure and error-free but we do not promise that your use of Subly will be safe, secure, uninterrupted or error-free. We will use reasonable endeavours to maintain the availability of Subly to you but we do not guarantee 100% availability. For example, Subly may become temporarily unavailable for maintenance, repairs, updates, upgrades, or due to network or equipment failures.
    2. Updates to Subly. From time to time, we may automatically update Subly to improve performance, enhance functionality, reflect changes to the operating system, address security issues or implement new versions of Subly. 
    3. Support for Subly. If you want to learn more about Subly or have any problems using Subly, please contact us using the support@getsubly.com.  We may provide you with reasonable support in relation to your use of Subly, but have no obligation to do so under these Terms. We will have no obligation to provide support in respect of issues caused by the improper use of Subly or any alteration to Subly made without our prior consent.
    4. How to contact us if there is a problem with Subly. If there is a problem with Subly, you have a complaint, or wish to contact us for any other reason please contact us using one of the contact methods in clause 1.2 (How to contact us).
    5. If there is a problem with Subly. 
      [This clause applies to consumers only.]
      If you are a consumer, we are under a legal duty to supply products (in this case digital content, software services and subscription services) that are in conformity with our contract with you. See the box below for a summary of your key legal rights. Nothing in these Terms will affect your legal rights.

      The Consumer Rights Act 2015 says that the following rights apply to digital content supplied to consumers for a price:

      • digital content must be as described, fit for purpose and of satisfactory quality;
      • if your digital content is faulty, you are entitled to a repair or a replacement;
      • if the fault cannot be fixed, or if it has not been fixed within a reasonable time and without significant inconvenience, you can get some or all of your money back; and
      • if you can show the fault has damaged your device and we haven’t used reasonable care and skill, you may be entitled to a repair or compensation.

      The Consumer Rights Act 2015 says that the following rights apply to services supplied to consumers for a price:

      • you can ask us to repeat or fix a service if it's not carried out with reasonable care and skill, or get some money back if we can't fix it;
      • if you haven't agreed a price beforehand, what you're asked to pay must be reasonable; and
      • if you haven't agreed a time beforehand, it must be carried out within a reasonable time.

      This is a summary of some of your key rights. For detailed information from Citizens Advice please visit www.citizensadvice.org.uk or call +44 (0)3454 04 05 06.

  12. EXTERNAL PRODUCTS
    1. Your access to third party products. Subly may allow you to access, use or interact with third party apps, websites, content or other products or services (External Products). For example, [you may choose to use third party data backup services integrated with Subly or interact with a share button in Subly that enables you so send your content to an External Product]. Please note that:

      • these Terms only apply to Subly, and that your use of any External Products will be governed by the terms and conditions and privacy policies of the third party providers of such External Products; and
      • you will need to make your own independent judgement about whether to use any External Products (even if they are recommended by us). 
    2. You are responsible for third party fees. You are responsible for:

      • any access or data fees incurred from third parties (such as your internet provider or mobile carrier and other fees and taxes) in connection with your use of Subly on your device; and
      • any fees incurred from third parties in relation to your use of the External Products.
    3. Endorsed External Products. We do not make any warranties about any External Products, even if they are endorsed by us. We do not warrant that your use of any External Products will be uninterrupted, error-free or secure.
  13. YOUR RIGHTS TO CANCEL YOUR SUBSCRIPTION AND END THE CONTRACT
    1. Statutory consumer “cooling-off” period cancellation rights. 
      [This clause applies to consumers only.]
      If you are a consumer then, in addition to other rights set out in this clause 13, you may have the right to cancel the contract with us during the first 14 days’ after paying your first Fee in respect of your chosen Pricing Plan. 

      The Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 say that, within the period of 14 days from buying a product online, you can change your mind, cancel your purchase and receive a refund. 

      We must not begin the supply of digital content or services before the end of that 14 days’ cancellation period, unless you have agreed to supply during the cancellation period, and (in case of digital content) acknowledged that your right to cancel will be lost as a result of the supply commencing early.Once the digital content is supplied or the service is fully performed, the right to cancel is lost whether or not the 14 days’ cancellation period has lapsed. To meet the cancellation deadline, you must communicate your cancellation to us before the 14 days’ period has expired using one of the contact methods in clause 1.2 (How to contact us). If you wish, you can but do not have to use the model cancellation form below:

      • Model Cancellation Form
        To Subly Limited, Kemp House, 160 City Road, London, England, EC1V 2NX, [support@getsubly.com]
        I hereby give notice that I cancel my contract for the supply of my Subly subscription Ordered on [*] / received on [*]
        Name of consumer(s),
        Address of consumer(s),
        Signature of consumer(s) (only if this form is notified on paper),
        Date 
        [*] Delete as appropriate
        © Crown copyright 2013.

      This is a summary of some of your key rights. For detailed information from Citizens Advice please visit www.citizensadvice.org.uk or call +44 (0)3454 04 05 06.

    2. Supplying Subly during the “cooling off” cancellation period. 
      [This clause applies to consumers only.]
      If you are a consumer and pay your first Fee in respect of your chosen Pricing Plan, your Pricing Plan will not start before the end of the statutory 14 days’ cancellation period unless you expressly request it and acknowledge that you will lose your cancellation right once the service is fully performed. You can do that by selecting the appropriate confirmation box on our Website before purchasing one of our chargeable Pricing Plans.

      • If you choose delivery during the 14 days’ cancellation period, we will grant you access to your Pricing Plan immediately. You may cancel your Pricing Plan within 14 days after that date. If you do, we will make a refund to you in respect of the services that will not be provided to you after the day of cancellation, but you must pay us for the digital content and services provided up until the time of cancellation. The amount will be in proportion to what has been supplied, in comparison with the full coverage of your Pricing Plan.
      • If you choose to wait 14 days, we will grant you access to the Pricing Plan at the end of that 14 days’ period. If you cancel your Pricing Plan during the 14 days’ cancellation period, we will refund the full subscription Fee to you.
    3. How and when your refund will be made. 
      [This clause applies to consumers only.]
      When you are due a refund as a result of exercising your statutory cancellation rights, we will make such refund to you without undue delay and no later than 14 days from the day on which we receive your cancellation notice. We will use the same means of payment as you used for the transaction, and you will not incur any charges for such reimbursement. 
    4. Closing your Account. You can close your Account and end the contract with us any time by notifying us using one of the contact methods set out in clause 1.2 (How to contact us). If you wish to do so when:

      • you are not on one of our Subscription Plans and do not have any unused active Plan Minutes or Plan Functionalities, your contract will end immediately on the day when we receive your notification;
      • you subscribe to one of our Subscription Plans:
        (i) your contract will end on the day before your next billing day;
        (ii) you can continue using Subly until that date;
        (iii) we will not charge you for any services, which will not be provided to you after your contract end date, but we will not refund any payments made in respect of the Subscription Billing Period in which your contact ends;
      • you subscribe to our Pay Per Usage Plan (instead of or in addition to our Subscription Plan) and have unused active Plan Minutes or Plan Functionality:
        (i) your contract with end at the earlier of: the date you exhaust your Plan Minutes and Plan Functionalities allowance, or 30 days after we receive your notification; and
        (ii) we will not charge you for any services, which will not be provided to you after your contract end date, but we will not refund any payments made in respect of the billing month in which your contact ends.
    5. Cancelling or changing your Pricing Plan. If you wish to continue your contract but cancel your current Pricing Plan or change to a different Pricing Plan, you can do that any time using the functionality within your Account area.

      • If you cancel your current Subscription Plan:
        (i) your Subscription Plan will end at the end of your current Subscription Billing Period;
        (ii) after your current Subscription Plan has ended, you will be automatically placed on our Free Plan; and
        (iii) you will not receive a refund for your current Subscription Billing Period (except as otherwise provided in these Terms).
      • If you change your current Subscription Plan to a new Subscription Plan on the last day of or after your current Subscription Plan has been cancelled:
        (i) your new Subscription Plan and your new Subscription Billing Period will start immediately;
        (ii) we will charge your method of payment for the full Fee applicable to your new Subscription Plan; and
        (iii) if you subscribe to a Pay Per Usage Plan in addition to your Subscription Plan and have any unused Plan Minutes or Plan Functionalities, you can continue using them until you exhaust them or until they expire, whichever is earlier.
      • If you change your current Subscription Plan to a new Subscription Plan during your current Subscription Billing Period:
        (i) your subscription will change to the new Subscription Plan immediately;
        (ii) your Subscription Billing Period will automatically reset to the date of that change;
        (iii) we will credit the unused proportion of the Fee you have paid in respect of your old Subscription Plan in your old Subscription Billing Period to your new Subscription Plan and will charge your method of payment for the remainder of the Fee applicable to your new Subscription Plan; and
        (iv) if you subscribe to a Pay Per Usage Plan in addition to your Subscription Plan and have any unused Plan Minutes or Plan Functionalities, you can continue using them until you exhaust them or until they expire, whichever is earlier.
      • If you change your current Subscription Plan to a Pay Per Usage Plan or a Free Plan during your current Subscription Billing Period:
        (i) your Pricing Plan will change to the new Subscription Plan immediately;
        (ii) your billing cycle will automatically reset to the date of that change;
        (iii) we will credit the unused proportion of the Fee you have paid in respect of your old Subscription Plan in your old Subscription Billing Period to your new Subscription Plan and will charge your method of payment for the remainder of the Fee applicable to your new Subscription Plan; and
        (iv) if you subscribe to a Pay Per Usage Plan in addition to your Subscription Plan and have any unused Plan Minutes or Plan Functionalities, you can continue using them until you exhaust them or until they expire, whichever is earlier.
      • Our Subscription Plans and Pay Per Usage Plans are priced on a different basis (as explained in clause 5.2 (When and how often you must pay us). As such, you can subscribe to a Subscription Plan and a Pay Per Usage Plan at the same time, you can cancel your old Subscription Plan or cease using your Pay Per Usage Plan (as applicable), but you cannot switch from one to another.
    6. You may have a legal right to end this contract if there is a problem with Subly
      [This clause applies to consumers only.]
      If Subly is faulty or misdescribed, you may have a legal right to end the contract or to get Subly fixed or replaced, or the services forming part of Subly re-performed, or to get some or all of our money back. Please see clause 11.5 (If there is a problem with Subly) for details.
    7. If you do not agree to changes to these Terms. You may end this contract if you do not agree to changes we introduce to these Terms, as set out in clause 3.4 (Changes to these Terms).
    8. If you do not agree to changes to our Fees. You may end this contract if you do not agree to changes we introduce to our Fees. For details, please see clause 5.9 (Changes to our Fees).
    9. If we suspend Subly. You may be able to end this contract if we suspend Subly, or tell you that we are going to suspend it, as described in clause 14.2 (Your rights if we suspend your access to Subly if you are not at fault).
    10. If our performance is delayed due to an event outside our control. You may end this contract if our performance is delayed due to an event outside our control, as set out in clause 20.1 (Events outside our control).
    11. You may end this contract if we break it. You may end this contract at any time by contacting us using one of the methods set out in clause 1.2 (How to contact us) if we break these Terms materially or repeatedly, and, if what we have done can be put right, but we fail to put it right after you have notified us of that breach and given us a reasonable opportunity to do so. If you end this contract because we break it, the contract will end immediately, and we will refund to you any sums paid by you for subscription services not provided to you in that billing period. 
  14. OUR RIGHTS TO SUSPEND SUBLY
    1. We may suspend Subly if you are not at fault. We may have to suspend your access to Subly to:

      • deal with technical problems or make minor technical changes;
      • update Subly to reflect changes in relevant laws and regulatory requirements;
      • make changes to Subly.
    2. Your rights if we suspend your access to Subly if you are not at fault. We will contact you in advance to tell you we will be suspending Subly under clause 14.1 above, unless the problem is urgent or an emergency. If we have to suspend Subly for longer than [30 days] in any [12 months] and you are not using a free version of Subly, we will adjust the price so that you do not pay for your access while it is suspended. You may contact us to end this contract if we suspend Subly, or tell you we are going to suspend it, in each case for a period of more than [30 days] and we will refund any sums you have paid in advance for your access to Subly in respect of the period after you end the contract.
    3. We may suspend your access to Subly if you are at fault. Without limiting or affecting any other right or remedy available to us, we may suspend your access to Subly if:

      • you do not pay us our Fees when you are supposed to. We may do so until you have paid us the outstanding amounts; and/or
      • you breach other provisions of these Terms or we reasonably suspect that you have breached other provisions of these Terms in any way. We may send you one or more formal warnings before suspending your access to Subly.
  15. OUR RIGHTS TO END THE CONTRACT
    1. When we may end this contract if you break it. We may end your rights to access and use Subly and end this contract at any time by contacting you if you breach these Terms materially or repeatedly.  If what you have done can be put right, we will let you know and give you a reasonable opportunity to do so. If we end this contract because your break it, it will end immediately, and you may have to pay us compensation for the loss we incur as a result of your breaking the contract.
    2. We may end this contract if you fail to pay. Without limiting the generality of clause 15.1 above, we  may end this contract if you do not pay us our Fees when you are supposed to and you still do not make payment within 14 days of us reminding you that payment is due.
    3. We may withdraw Subly. We may write to you to let you know that we are going to stop supplying Subly and end this contract. We will let you know at least three months before we end this contract, unless it is not possible (for example, because we have to discontinue providing Subly for security or legal reasons). We will refund to you any sums you have paid in advance for any digital content or services, which will not be provided to you after the contract ends.
  16. CONSEQUENCES OF ENDING THIS CONTRACT
    1. Consequences of ending this contract. When this contract ends for any reason, then, in addition to the consequences set out in clause 3.4 (Changes to these Terms), the relevant provision of clause 13 (Your rights to cancel your subscription and end the contract), clause 14.2 (Your rights if we suspend your access to Subly if you are not at fault), the relevant provision of clause 15 (Our rights to end the contract), or clause 20.1 (Events outside our control) (as applicable),

      • you must stop all activities authorised by these Terms, including your use of Subly except as provided in clause 16.2 below; and
      • if you are a consumer, 
        [[This clause applies to consumers only.]
        and we have the right to invoice you in respect of failed payments as described in clause 5.4 (Failed payments), you must immediately pay us all of our outstanding unpaid invoices; or
      • if you are a business customer,
        [[This clause applies to business customer only.]
        you must immediately pay us all of our outstanding unpaid invoices and interest and, in respect of digital content and services supplied but for which no invoice has been submitted, we may submit an invoice, which will be payable by you immediately on receipt.
    2. Data export. You may continue to access your Account for a limited period of time (Time Limit) but you will not be able to use any functionality of Subly, save for [viewing and updating the ‘Account Details’ section of the Website, and downloading and deleting your existing videos and other items of your content]. Following the expiry of the Time Limit, we will be entitled to destroy the data. The Time Limits are as follows:

      • 90 days after the expiry of the Change of Terms Notice, if the contract ends in the circumstances described in clause 3.4(b) (Changes to these Terms); or
      • in all other cases, 30 days after this contract ends.
  17. LIMIT ON OUR RESPONSIBILITY TO YOU IF YOU ARE A CONSUMER
    [This clause applies to consumers only.]
    1. We are responsible to you for foreseeable loss and damage caused by us. If we fail to comply with these Terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking this contract or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the contract was made, both we and you knew it might happen, for example, if you discussed it with us during the sales process.

    2. We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability:

      • for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors;
      • for fraud or fraudulent misrepresentation; 
      • for breach of your legal rights in relation to the products as summarised at clause 11.5 (If there is a problem with Subly); 
      • for defective products under the Consumer Protection Act 1987; 
      • arising under applicable laws relating to the protection of your personal information; or 
      • any other any matter in respect of which it would be unlawful for us to exclude or restrict liability.
    3. When we are liable for damage caused by defective digital content. If defective digital content which we have supplied damages a device or digital content belonging to you and this is caused by our failure to use reasonable care and skill, we will either repair the damage or pay you compensation. However, we will not be liable for damage which you could have avoided by following our advice to apply an update offered to you free of charge or for damage which was caused by you failing to correctly follow installation instructions or to have in place the minimum system requirements advised by us.

    4. Events outside our control. We will not be liable for delays caused by events outside our control, as set out in clause 20.1 (Events outside our control).

    5. We are not liable for business losses. If you are a consumer, we only supply Subly to you for domestic and private use. We will not be responsible for any business losses.

  18. LIMIT ON OUR RESPONSIBILITY TO YOU IF YOU ARE A BUSINESS CUSTOMER
    [This clause applies to business customers only.]
    1. We do not exclude or limit in any way our liability to you where it would be unlawful to do so. Nothing in these Terms shall limit or exclude our liability for:

      • death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors (as applicable);
      • fraud or fraudulent misrepresentation;
      • defective products under the Consumer Protection Act 1987;
      • arising under applicable laws relating to the protection of your personal information; or
      • any matter in respect of which it would be unlawful for us to exclude or restrict liability.
    2. Exclusions. Subject to clause 18.1 above, we shall not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for:

      • any damage to software, damage to or loss of data;
      • any loss of profit, business, revenue, goodwill or anticipated savings;
      • any indirect or consequential loss or damage (including, but not limited to, any indirect or consequential losses which result in loss of profit, business, revenue, goodwill, anticipated savings or business opportunity, loss or corruption of data); or
      • any liability arising as a result of any term implied by common law or statute, order, regulation or any other enactment.
    3. Liability cap. Subject to clause 18.1 above, our total liability to you for all other losses arising under or in connection with any contract between us, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed:

      • a sum equal to the total amount of Fees paid by you to us under this contract during the preceding 12 months immediately prior to the act or omission giving rise to the loss; or
      • if the event giving rise to the loss occurs during the first 12 months of this contract, the amount of Fees paid by you to us under this contract during that period.
  19. YOUR PRIVACY
    1. Our Privacy Notice. Under data protection legislation, we are the data controller of your personal data processed through our Website, and are required to provide you with certain information about who we are, how we process your personal data and for what purposes and your rights in relation to your personal data and how to exercise them. This information is provided in our Privacy Notice. It is important that you read that information.
    2. Personal data of Authorised Users.  
      [This clause applies to business customers only.]
      If you are a business customer and purchased a Subscription Plan with team functionalities, we will process the personal data of your Authorised Users as the data controller in accordance with our Privacy Notice, and not as a data processor.
  20. OTHER IMPORTANT TERMS
    1. Events outside our control. If we are unable to provide you with access to Subly because of an event outside our control, we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay.  Provided we do this, we will not be liable for delays caused by the event, but if the delay continues for more than 30 days, you may contact us to end your contract with us and receive a refund for anything you have paid for but not received.
    2. We may transfer this contract to someone else. We may transfer our rights and obligations under these Terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under the contract.
    3. You need our consent to transfer your rights to someone else. You may only transfer your rights or your obligations under these Terms to another person if we agree to this in writing.
    4. Nobody else has any rights under this contract. This contract is between you and us. No other person shall have any rights to enforce any of its terms. Neither of us will need to get the agreement of any other person in order to end the contract or make any changes to these Terms.
    5. If a court finds part of this contract illegal, the rest will continue in force. Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
    6. Even if we delay in enforcing this contract, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these Terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. For example, if you miss a payment and we do not chase you but we continue to provide Subly to you, we can still require you to make the payment at a later date.
    7. Which laws apply to this contract and where you may bring legal proceedings if you are a consumer.
      [This clause applies to consumers only.]
      These Terms are governed by English law and you can bring legal proceedings in respect of the products in the English courts, except that this provision will not have the effect of depriving you of the protection afforded to you by mandatory provisions of the applicable laws regulating the choice of the governing law and/or jurisdiction in consumer contracts. For example, if you live in Scotland, you can bring legal proceedings in respect of the products in either the Scottish or the English courts.  If you live in Northern Ireland, you can bring legal proceedings in respect of the products in either the Northern Irish or the English courts.
    8. Alternative dispute resolution if you are a consumer. 
      [This clause applies to consumers only.]
      Alternative dispute resolution is a process where an independent body considers the facts of a dispute and seeks to resolve it, without you having to go to court. If you are not happy with how we have handled any complaint, you may want to contact the alternative dispute resolution provider we use. You can submit a complaint for online resolution to the European Commission Online Dispute Resolution platform.
    9. Which laws apply to this contract and where you may bring legal proceedings if you are a business
      [This clause applies to business customers only.]
      If you are a business, any dispute or claim arising out of or in connection with a contract between us 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 and the courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim.
  21. LIST OF DEFINED TERMS
    1. In these Terms:

      • Account has the meaning given in clause 3.2 (Why you should read these Terms), as further described in clause 4.1 (You must register to use Subly);
      • Authorised Users has the meaning given in clause 7.1 (Use of Subly by Authorised Users);
      • Change of Fees Notice has the meaning given in clause 5.9 (Changes to our Fees);
      • Change of Terms Notice has the meaning given in clause 3.4 (Changes to these Terms);
      • consumer has the meaning given in clause 2.2 (Are you a business customer or a consumer?);
      • Derived Data has the meaning given in clause 10.5(b) (Permissions you give us to your content);
      • External Products has the meaning given in clause 12.1 (Your access to third party products);
      • Fees has the meaning given in clause 5.1 (Our prices);
      • Free Plan means our free of charge Pricing Plan, as detailed in our Pricing List, and as further described in clause 5.2 (When and how often you must pay us);
      • Pay Per Usage Plan means one of our pay per usage Pricing Plans, as detailed in our Pricing List, and as further described in clause 5.2 (When and how often you must pay us);
      • Permitted Objective has the meaning given in clause 8.4(f) (Prohibited Actions);
      • Plan Functionalities has the meaning given in clause 4.7(b) (Pricing Plans);
      • Plan Minutes has the meaning given in clause 4.7(b) (Pricing Plans);
      • Price List means the list available at [insert hyperlink], which sets out our Pricing Plans, including the cost of each Pricing Plan and the Plan Minutes and Plan Functionalities available to you under each Pricing Plan. Please see clause 4.7 (Pricing Plans) for further details;
      • Pricing Plans means together the Free Plan, the Subscription Plans, and the Pay Per Usage Plans, as set out in our Price List, and as further described in clause 5.2 (When and how often you must pay us);
      • Subly has the meaning given in clause 3.1 (What these Terms cover);
      • Subscription Billing Period is the frequency at which you have to pay our Fee if you subscribe to one of our Subscription Plans, as shown on our Price List [insert hyperlink]. Please see clause 5.2(b) (When and how often you must pay us);
      • Subscription Plan means one of our fixed price subscription Pricing Plans as detailed in our Price List, and as further described in clause 5.2 (When and how often you must pay us);
      • Terms has the meaning given in clause 3.1 (What these Terms cover);
      • Time Limit has the meaning given in clause 16.2 (Data export);
      • we, us and our have the meanings given in clause 1.1 (Who we are);
      • Website has the meaning given in clause 1.1 (Who we are); 
      • you means the person who holds an Account on our Website, or that person and the business customer on whose behalf that person holds an Account on our Website, as further explained in clause 4.5 (Use on behalf of an organisation); and
      • your content has the meaning given in clause 10.1 (Meaning of “your content”).