Terms of Service

These Service Terms constitute a binding agreement between Dubber and you, the customer (Customer or
you).
By creating an Order and/or accessing or using the Dubber Platform, Dubber Products or Dubber Services, you
acknowledge that you have read, understood and agree to be bound by and abide by these Service Terms. If
you are accepting these Service Terms on behalf of a company or other legal entity, you represent and warrant
that you have the authority to bind that entity to these Service Terms. If you do not agree to these Service
Terms, you must not access or use the Dubber Platform, Dubber Products or Dubber Services.
1. Dubber entity and Local Law Requirements
The Dubber entity that is your counterparty under these Service Terms, and the local law requirements
that apply to you, are determined by the jurisdiction in which you are incorporated. See Schedule 1 for
the applicable local law requirements (Local Law Requirements).
2. Defined terms and interpretation
2.1 Defined terms
In this document:
Agreement means, in respect of an Order, the contract formed by that Order and these Service Terms.
Authorised User means an End User who is authorised by you to access Customer Data stored within
the Dubber Platform.
Availability means the percentage of time the Dubber Platform is operational and accessible by you,
and your End Users, as a percentage of minutes within the month measured on a calendar month basis,
but excluding:
(a) Scheduled Downtime;
(b) downtime caused by Force Majeure Events (including third party downtime outside of our
control);
(c) downtime caused by your, or any End User’s, acts or omissions (including misuse of the Dubber
Platform);
(d) downtime caused by your, or any End User’s, Systems or internet connectivity issues; or
(e) downtime caused by security incidents or suspected security incidents.
Business Day means a day that is not a Saturday, Sunday, public holiday or bank holiday in the
applicable jurisdiction specified in the relevant Local Law Requirements.
Business Hours means the hours specified in the relevant Local Law Requirements for the applicable
jurisdiction.
Claim means any claim, proceeding, cause of action, action, demand or suit (including by way of
contribution or indemnity).
Confidential Information of a party (Disclosing Party) means the following information, regardless of
its form:
(a) information that is by its nature confidential to the Disclosing Party or any of its related bodies
corporate, collaborators or licensors (other than the Receiving Party);
(b) information that is designated by the Disclosing Party as confidential; and
(c) information the Receiving Party knows, or ought to know, is confidential to the Disclosing Party
or any of its related bodies corporate, collaborators or licensors (other than the Receiving Party),
but excludes information that:
(d) the Receiving Party creates (whether alone or jointly with any third person) independently of the
Disclosing Party without utilising the Disclosing Party’s Confidential Information; or
(e) is public knowledge (other than as a result of a breach by the Receiving Party of its obligations
under clause 15).
Credentials means any keys or credentials (including login credentials, encryption keys, device
certificates, network IP addresses and ports, and API keys) issued to you or to any End User, or
otherwise used by you or any End User, in connection with the Dubber Platform or the Dubber Products.
Currency means the currency specified in an Order.
Customer Data means:
(a) each recording made by you through the use of the Dubber Platform and the Dubber Products
(each a Recording); and
(b) metadata associated with each Recording that is supplied to you when the relevant Recording is
made,
and includes Unidentified Recordings.
Customer Documentation means any training materials, user guides, operating manuals, technical
specifications, administration guides, online help resources, reports, or other documentation that we
provide or make available to you (including through the Dubber Website or other digital platforms) from
time to time for the purpose of enabling you to use the Dubber Products in accordance with the
Agreement.
Customer Rights means the rights granted by Dubber to you in respect of the Dubber Platform and the
Dubber Products, as set out in clause 6.1.
Data Breach means any:
(a) unauthorised access to or use of any Personal Information comprised in the Customer Data; or
(b) loss of any Personal Information comprised in the Customer Data in circumstances where
unauthorised access or use of that Personal Information may occur.
Data Processing Addendum or DPA means Dubber’s Global Data Processing Agreement available in
the Dubber Trust Centre.
Disclosing Party has the meaning given to it in the definition of ‘Confidential Information’.
Dubber Platform means the hosted software-as-a-service platform operated by us through which the
Dubber Products are made available to you, and includes:
(a) the core software applications, modules and functionality that enable the capture, storage,
management and retrieval of Recordings;
(b) the underlying technical infrastructure, architecture and components comprised in that platform,
including databases, data schemas, dictionaries, APIs, user interfaces, and integration
capabilities;
(c) the System Data; and
(d) all related documentation, specifications and materials provided by us in connection with the
operation and use of that platform,
but excludes any third party software, systems or services that integrate with or connect to that platform.
Dubber Products means the products that we make available through the Dubber Platform from time to
time, as specified in the Product & Service List (as updated from time to time).
Dub Point means a recording endpoint or resource within the Dubber Platform that is configured to
capture and store audio or video conversations.
Dubber Services means:
(a) the Dubber Support Services; and
(b) the Professional Services.
Dubber Support Services means the support services described as such on the Dubber Website (as
updated from time to time).
Dubber Trust Centre means Dubber’s trust centre accessible at https://trust.dubber.net/.
Dubber Website means Dubber’s website accessible at https://www.dubber.net.
Early Termination Charges means the charges calculated in accordance with clause 5.2(b)(ii).
End User means any individual who is authorised by you to access and use the Dubber Products,
whether such individual is your employee or contractor.
EULA means the End User Licence Agreement governing the use of the Dubber Platform and the
Dubber Products, as provided by us to you, including where incorporated into the Dubber Platform.
EU GDPR has the meaning given in the definition of ‘Privacy Laws’, below.
Fix means the correction of a defect in the Dubber Platform or a Dubber Product.
Force Majeure Event means, in relation to a party, a circumstance or event beyond the reasonable
control of that party.
Harmful Code means any computer program, code or routine that is harmful, destructive, disabling or
that assists in or enables theft, alteration, denial of service or unauthorised disclosure, destruction or
corruption of information or data, including viruses, worms, spyware, adware, ransomware, keyloggers,
trojans and any new types of programmed threats that may be classified, but excluding passwords,
software keys, trial period software and like features that are security features or intended elements of
software used to prevent unauthorised access and use.
Infringement Claim means a claim by a third party that you or an End User, while accessing or using
the Dubber Platform, the Dubber Products or the Customer Documentation, or while enjoying the benefit
of the Dubber Services, in accordance with the Agreement, has infringed that third party’s Intellectual
Property Rights.
Infringing Item has the meaning given to it in clause 10.5(b)(i).
Initial Term means, in respect of an Order, the initial term specified in that Order at the time it is created.
Insolvency Event means, in respect of a party, any of the following events:
(a) it disposes of the whole of its assets, operations or business, or any part of its assets, operations
or business that is material to the conduct of its activities contemplated by the Agreement, other
than in the ordinary course of business;
(b) it ceases to carry on business;
(c) it ceases to be able to pay its debts as they become due;
(d) any step is taken by a mortgagee to take possession or dispose of the whole or any part of its
assets, operations or business;
(e) any step is taken to enter into any arrangement between it and its creditors;
(f) any step is taken to appoint a receiver, a receiver and manager, a trustee in bankruptcy, a
liquidator, a provisional liquidator, an administrator or other like person of the whole or any part
of its assets or business; and
(g) having regard to the structure of, and Laws applicable to, the party, an event equivalent to any of
the events set out in paragraphs (a) to (f) happens to it.
Intellectual Property Rights means all intellectual property rights, including the following rights:
(a) patents, copyright (including future copyright), rights in circuit layouts, designs, trade and service
marks (including goodwill in those marks), domain names and trade names and any right to have
confidential information kept confidential;
(b) any application or right to apply for registration of any of the rights referred to in paragraph (a);
and
(c) all rights of a similar nature to any of the rights in paragraphs (a) and (b) that may subsist
anywhere in the world,
whether or not such rights are registered or capable of being registered.
Law means any statute, regulation, by-law, ordinance or subordinate legislation in force from time to
time, and includes the common law and equity as applicable from time to time, and any mandatory
standards or binding industry codes of conduct.
Loss means any cost (including legal costs on a solicitor and own client basis, whether incurred by or
awarded against the relevant party), expense, loss, damage, charge or liability, whether direct, indirect
or consequential (including pure economic loss), present or future, ascertained, unascertained, actual,
prospective or contingent, and including any such cost, expense, loss, damage, charge or liability that is
incurred in connection with a Claim, including the defence or settlement of that Claim.
Minimum Order Term means the minimum term applicable to an Order, as specified at the time the
Order is created.
Order means an order for one or more Dubber Products and/or Dubber Services created in accordance
with clause 4.
Order Initial Term means the initial term for an Order, as determined in accordance with clause 4.3.
Order Renewal Term means the renewal term for an Order, as determined in accordance with
clause 4.3.
Order Start Date means the date on which an Order is created in accordance with clause 4.2(a).
Order Term means the duration of each Order (being the Order Initial Term and then successive Order
Renewal Term(s)), as determined in accordance with clause 4.3.
Personal Information has the meaning given in applicable Privacy Law from time to time, and includes
any information or opinion, whether recorded in material form or not, about an identified individual or an
individual who is reasonably identifiable.
Personnel means, in relation to a person, that person’s officers, employees, secondees, agents,
consultants, contractors and subcontractors.
Price List means the pricing details and terms published on the Dubber Website (as updated from time
to time).
Privacy Laws means all Laws in any jurisdiction relating to privacy, data security, data breach
notification, or the processing or protection of Personal Information or data (including biometric data),
including Regulation (EU) 2016/679 (EU GDPR), the EU GDPR as transposed into United Kingdom
national law by operation of section 3 of the European Union (Withdrawal) Act 2018 (UK GDPR), the UK
Data Protection Act 2018, the UK Data Use and Access Act 2025, the UK ePrivacy Regulations, the
California Consumer Privacy Act and any similar Laws enacted in other US states, the Australian Privacy
Act 1988 (Cth), and any similar Laws enacted in other jurisdictions.
Product Feature Requests means requests that you and your End Users submit to us.
Product & Service List means the list of Dubber Products and related descriptions published by us on
the Dubber Website (as updated from time to time).
Professional Services means any professional services provided by us to you in connection with the
Dubber Platform (or the products made available through the Dubber Platform), including
implementation services, integration services, training services, consulting services and any other
services specified in an agreed statement of work, but excludes the Dubber Support Services.
Receiving Party means, in respect of any Confidential Information, the party that is not the Disclosing
Party.
Recording is defined in paragraph (a) of the definition of ‘Customer Data’ (above).
Scheduled Downtime means any period during which the Dubber Platform (or any component of that
platform) is unavailable due to planned maintenance, upgrades, patches or releases, where Dubber has
given prior written notice in accordance with the procedures described on the Dubber Website.
Support Tier means the tier of support services applicable to you, as specified in your Order or account
settings (and as may subsequently be varied in accordance with clause 9.3).
Systems means your, and each End User’s (as the context dictates), information technology
environment and systems, including hardware, databases and software.
System Data means all data (including metadata) created or generated by the Dubber Platform and the
Dubber Products that is not Customer Data.
Taxes means all forms of taxes, duties, imposts, charges, withholdings, rates, levies or other
governmental impositions of whatever nature and by whatever authority imposed, assessed or charged,
together with all costs, charges, interest, penalties, fines, expenses and other additional statutory
charges, incidental or related to their imposition.
Territory means the territory (or territories) specified in your Order or account settings, or if not so
specified, the jurisdiction in which you are incorporated or otherwise constituted.
Trade Mark Materials means materials on which a Trade Mark is depicted (including any websites).
Trade Marks means:
(a) all registered and unregistered trade marks (including the name ‘Dubber’ and any logos and
branding) owned by us as at the date of the Order to which the Agreement relates; and
(b) any additional or substitute trade marks (whether registered or unregistered) we notify in writing
to you for the purposes of the Agreement from time to time.
UK ePrivacy Regulations means all Laws in the United Kingdom relating to privacy and electronic
communications, including the Privacy and Electronic Communications Regulations 2003. These
regulations govern the use of cookies, electronic marketing, and the security of public electronic
communications services in the UK, and operate alongside the UK GDPR.
UK GDPR has the meaning given in the definition of ‘Privacy Laws’, above.
Unidentified Recording means a Recording where the associated metadata does not match any active
Dub Point attributed to you.
Unremedied Defect has the meaning given to it in clause 13.2(a).
Usage Profile means the usage of the Dubber Products by you and the End Users.
Variation means a variation to these Service Terms made in accordance with clause 23.1.
Wilful Misconduct means an act or omissions by a person that is in wanton disregard or indifference to
harmful consequences that the person knows, or ought to know, such an act or omission would have on
another person.
Workaround means a workaround or temporary fix that permits you to use the relevant Dubber
Products without any material degradation in functionality or performance.
2.2 Interpretation
In these Service Terms, unless otherwise stated, or where the context otherwise requires:
(a) the singular includes the plural and vice versa, and a gender includes other genders;
(b) another grammatical form of a defined word or expression has a corresponding meaning;
(c) a reference to a clause, paragraph, schedule or annexure is to a clause or paragraph of, or
schedule or annexure to, these Service Terms;
(d) a reference to a document or instrument includes the document or instrument as novated,
altered, supplemented or replaced from time to time;
(e) a reference to any monetary amount is to that amount in the Currency;
(f) a reference to a party is to a party to an Agreement, and a reference to a party to a document
includes the party’s executors, administrators, successors and permitted assigns and substitutes;
(g) a reference to a person includes a natural person, partnership, body corporate, association,
governmental or local authority or agency or other entity;
(h) a reference to a statute, ordinance, code or other law includes regulations and other instruments
under it and consolidations, amendments, re-enactments or replacements of any of them;
(i) the meaning of general words is not limited by specific examples introduced by including, for
example, such as or similar expressions; and
(j) a rule of construction does not apply to the disadvantage of a party because the party was
responsible for the preparation of these Service Terms, the applicable Order, or any part of them.
2.3 Headings
Headings in these Service Terms are for ease of reference only and do not affect interpretation.
3. Structure
3.1 Structure of Agreements
Each Order, together with these Service Terms, constitutes a separate Agreement. These Service
Terms are comprised of:
(a) the DPA;
the Local Law Requirements;
(c) clauses 1 to 23;
(d) the Acceptable Use Policy published on the Dubber Website from time to time, and any
documents incorporated by reference into these Service Terms (excluding the DPA).
3.2 Inconsistencies
If there is any inconsistency between the components of an Agreement, the following order of
precedence applies (with the earlier listed document prevailing to the extent of the inconsistency): the
DPA; the Local Law Requirements; clauses 1 to 23 of these Service Terms; the Order; the Acceptable
Use Policy; and any documents incorporated by reference into these Service Terms (excluding the
DPA).
4. Orders
4.1 Submission of Orders
You may request the right to use specified Dubber Products:
(a) by submitting an order online via the Dubber Platform or the Dubber provisioning API;
(b) via an online marketplace that is authorised by Dubber to supply Dubber Products or
(c) via an order form agreed and signed (whether in hard copy or by electronic means) between you
and Dubber.
4.2 Creation of Orders
(a) An Order is created when:
(i) an order is submitted by you online via the Dubber Platform or the Dubber provisioning
API and accepted by us in accordance with our standard procedures;
(ii) an order is submitted by you via an online marketplace and is accepted by Dubber; or
(iii) the last of you and Dubber signs an order form (whether in hard copy or by electronic
means).
(b) You agree that we have no obligation under these Service Terms to provide any Dubber
Products or Dubber Services, and no Order will have any force and effect, until the Order is
submitted and accepted (and in the case of an order form, counter-signed) by Dubber in
accordance with paragraph (a).
(c) Each Order will:
(i) grant the Customer Rights in respect of the Dubber Products specified in the Order; and
(ii) require us to perform the Dubber Services specified in the Order.
4.3 Order Term
The Order Term for an Order:
(a) commences on the Order Start Date; and
(b) continues until the later of:
(i) the expiry of the minimum term specified for that Order (if any); and
(ii) the end of the next calendar month after the Order Start Date,
(Order Initial Term); and then
(c) automatically renews on a calendar month-to-month basis, or in accordance with the terms of the
online marketplace, as the case may be,
until that Order is terminated in accordance with clause 17.
4.4 Orders are independent of each other
For the avoidance of doubt, each Order (together with these Service Terms) constitutes a separate
Agreement between you and Dubber, independent of each other Agreement, and has its own
Order Term and Minimum Order Term.
4.5 Fair use policy
(a) The Dubber Products may include call recording, storage, transcription, artificial intelligence (AI)
services, natural language search and other data processing capabilities that process Customer
Data.
(b) Unless specifically stated in a pricing plan or Order, then our Standard Pricing includes:
(i) ten hours per month of AI processing per Dubber Product;
(ii) ten natural language searches per month per Dubber Product; and
(iii) ten hours per month of recording capture, storage and retention.
(c) Where the volume of Recordings, storage consumption, retention periods, AI processing usage,
search activity or other usage patterns materially exceeds standard or reasonably anticipated
usage levels for the applicable Dubber Product or Support Tier, we may:
(i) apply averaging, sampling, throttling or other reasonable technical controls to maintain
platform performance and service continuity;
(ii) require the purchase of additional capacity storage, retention, AI processing or search
allowances through separate Orders; or
(iii) reasonably reclassify the applicable Customer, Order or Usage Profile into an alternative
Support Tier or pricing plan more appropriate for the observed usage profile.
(d) For the avoidance of doubt:
(i) recording usage allowances and AI processing allowances are separate consumption
metrics; and
(ii) unused allowances do not roll over between months unless expressly agreed in writing.
4.6 API fair use policy
(a) Where any Dubber Product includes access to an API (each such API being a Dubber Product in
its own right for the purposes of this Agreement):
(i) the API licence is granted on a per-End User, single-user basis. Only one person may
access the applicable Dubber Product via the API at any one time using a particular set
of Credentials;
(ii) you will be issued with one API key per Dubber Product, and that API key may be used
to connect the Dubber Product to only one third party integration or connector (for
example, a customer relationship management system such as Salesforce) at any one
time;
(iii) the third party integration or connector to which an API key is tied may be changed from
time to time, but not more than once in any calendar month;
(iv) the API may only be used to access, retrieve, download or otherwise extract Customer
Data associated with an End User (including any Recording associated with that End
User) where that End User is covered by a current licence under the relevant Order for a
Dubber Product that includes API access and all applicable licence fees for that End
User have been paid. You agree that downloading data for an End User for whom the
applicable licence fees have not been paid is a breach of this API Licence and may result
in the termination of the offending API Licence and associated API Keys;
(v) the API must not be used to download or otherwise extract the same item of Customer
Data (including any Recording) more than once in any calendar month; and
(vi) you are responsible, and must procure that each End User is responsible, for compliance
with paragraphs (i) to (iv) above.
(b) Where the use of an API materially exceeds the limits set out in paragraph (a), or where usage
patterns are otherwise inconsistent with appropriate use of the applicable Dubber Product
(including automated bulk extraction, use of the API as a general-purpose data replication
facility, or continuous polling for the same Customer Data), we may exercise any of the rights set
out in clause 4.5(c), including applying reasonable technical controls, requiring the purchase of
additional capacity through separate Orders, or reclassifying the applicable Customer, Order or
Usage Profile into an alternative Support Tier or pricing plan more appropriate for the observed
usage profile.
(c) For the avoidance of doubt:
(i) we are not obliged to enforce the limits set out in paragraph (a) strictly, and any
forbearance by us in relation to minor or occasional excess usage does not constitute a
waiver of our rights under this clause 4.6 or otherwise under this Agreement;
(ii) any additional charges arising under this clause 4.6 will be calculated in accordance with
the Price List (as varied from time to time in accordance with clause 5.1) and invoiced in
accordance with clause 5.2; and
(iii) nothing in this clause 4.6 limits your obligations under clause 8 (Conditions on use of
Dubber Platform).
5. Products and pricing
5.1 Dubber Products and pricing
(a) You acknowledge and agree that, from time to time, we may:
(i) introduce new Dubber Products, modify Dubber Products, or discontinue Dubber
Products; and
(ii) subject to paragraphs (b) and (c), vary the details specified in:
(A) the Product & Service List; and
(B) the Price List,
as those details may have been previously varied under this clause 5.1, whether in
relation to the new, modified or discontinued Dubber Products or existing
Dubber Products.
(b) We will give you at least 30 days’ prior written notice of any changes made under paragraph (a).
Subject to paragraph (c), such changes will be effective from the date specified in that notice.
(c) Any variations to the Price List made under paragraph (a), as specified in a notice under
paragraph (b):
(i) will not affect the pricing of Dubber Products being supplied to you by us under an Order
during the Order Initial Term; but
(ii) will apply to the pricing of Dubber Products being supplied to you by us under an Order
on and from the expiry of the Order Initial Term (or immediately on the variation to the
Price List taking effect if the variation occurs during an Order Renewal Term).
(d) You acknowledge and agree that our right to make variations under this clause 5.1 does not limit
our ability to make variations to Dubber Products supplied under existing Orders in accordance
with clause 7.1.
5.2 Pricing and invoicing
(a) In consideration of:
(i) our granting the right set out in clause 6.1 in respect of the Dubber Products; and
(ii) our agreement to perform the Dubber Services,
under each Order, you agree to pay us the applicable amounts calculated in accordance with:
(iii) the pricing (based on the Price List) for that Order; and
(iv) this clause 5.
(b) You acknowledge and agree that:
(i) if any Dubber Product is made available to you, or is used by you, at any time during a
calendar month, you will be invoiced for that Dubber Product for the entire calendar
month; and
(ii) where:
(A) a Minimum Order Term applies in respect of an Order; and
(B) that Order is terminated in accordance with clause 17 (other than by you for
cause under clause 17.2) prior to the expiry of that Minimum Order Term,
then you must immediately pay all amounts that would otherwise have been payable
under that Order had it not been terminated (Early Termination Charges).
(c) You agree that we will send you an invoice for the amounts due under paragraphs (a) and (b) at
the end of each calendar month, including in respect of usage during that month.
(d) Unless agreed otherwise by the parties, all payments under an Agreement will be made in the
Currency.
(e) You must pay all invoices within 30 days of the date of the invoice by electronic transfer to the
bank account details nominated by us from time to time.
5.3 Late payments
If you do not pay any amount due under an Agreement on time, then we may charge you interest on the
overdue amount, accruing daily from (and including) the day after the due date until (and including) the
date of actual payment, at an annual rate of five percent 5%.
5.4 Invoice disputes
(a) You may dispute the charges on an invoice issued under clause 5.2 only within six months of its
due date. After that period, you will be deemed to have waived any right to dispute those
charges.
(b) If you (acting in good faith) dispute the validity of any invoice, or an amount stated to be payable
in an invoice:
(i) you must promptly give us notice of the details and the nature of the dispute;
(ii) we will reissue the invoice for the undisputed amount;
(iii) you must pay the undisputed amount within 20 Business Days of receipt of the re-issued
invoice;
(iv) the parties must continue to perform their other obligations under the Agreement; and
(v) either party may invoke the dispute resolution procedure set out in clause 21 to attempt
to resolve the dispute.
5.5 Deductions and charges
(a) All amounts payable by you to us under an Agreement must be paid free and clear of, and
without deduction in respect of, any demand, set-off, counterclaim or other dispute or in respect
of any withholding or other Taxes of any nature.
(b) If you are required by Law to make any deduction or withholding from any amount payable under
an Agreement, then you must increase the amount payable so as to ensure that we receive, after
such deduction or withholding, the sum which we would have received had that deduction or
withholding not been required.
(c) You are responsible for all exchange, interest, banking, collection and other charges in relation to
payment.
5.6 Third Party Payment Providers
(a) The Dubber Platform may incorporate, integrate with, or make available payment processing,
billing, invoicing and related services provided by third-party payment providers (Third Party
Payment Providers).
(b) You acknowledge and agree that Dubber may engage, replace or discontinue Third Party
Payment Providers from time to time for the purpose of facilitating the provision of the Dubber
Platform and associated services. To the extent necessary for such purposes, Dubber may
provide relevant account, billing and payment information to its Third Party Payment Providers.
(c) Dubber is not responsible for the acts, omissions or services of any Third Party Payment
Provider, except to the extent such responsibility cannot be excluded by law, and use of any
services provided by a Third Party Payment Provider may be subject to the terms and conditions
and privacy practices of that provider.
(d) You authorise Dubber to appoint and act through Third Party Payment Providers as Dubber’s
agents for the collection, processing and remittance of payments payable under this Agreement,
and payment to a Third Party Payment Provider appointed by Dubber will constitute payment to
Dubber. Each Third Party Payment Provider is permitted to store, retain and use your billing
information (including credit or debit card and bank account details) only to the extent necessary
to process payments on Dubber’s behalf.
6. Customer rights
6.1 Grant of licence
Conditional upon your creation of one or more Orders, and subject to your ongoing payment of the
amounts payable under each Order in accordance with that Order and these Service Terms, we grant
you:
(a) a non-exclusive, non-transferable, revocable licence during the term of the Order to access, and
to permit your End Users to access, the Dubber Platform solely to the extent necessary for you
and your End Users to receive the benefit of the Dubber Products under that Order; and
(b) a non-exclusive, non-transferable, revocable licence during the term of the Order to use the
Customer Documentation for the purpose of you exercising your rights under the Agreement.
6.2 Restriction to Territory/ies
We grant to you the customer rights referred to in clause 6.1 on the condition that you will not exercise
those rights in any place outside of the Territory/ies, nor will you permit or assist any other person
(including End Users) to exercise those rights in any place outside of the Territory/ies.
6.3 Customer’s obligations
You must:
(a) provide and procure the provision of direct support to your End Users in relation to their use of
the Dubber Platform and the Dubber Products, except where otherwise provided in the Order;
(b) ensure that all of your Personnel comply with all applicable Laws with respect to the use of the
Dubber Products by you and your End Users in all jurisdictions in which the Dubber Products are
used;
(c) not remove any notices, branding or disclaimers attached to the Dubber Platform or Dubber
Products or as otherwise specified by us from time to time; and
(d) not act, or omit to act, in any manner that may bring us into disrepute.
7. Dubber Platform and Dubber Products
7.1 Changes to Dubber Platform and Dubber Products
(a) We may make changes to the Dubber Platform and Dubber Products from time to time. Our
legitimate interests in making changes include maintaining security, ensuring service continuity,
complying with Laws applicable to us, addressing third party supplier dependencies, improving
performance, and adding new features. We will not make changes that materially reduce the
core features of the Dubber Platform or Dubber Products expressly identified in the applicable
Order, except as permitted under paragraphs (b) and (c).
(b) Where a change referred to in paragraph (a) is necessary to address an actual or reasonably
suspected security vulnerability or service continuity issue, or is a change required by Law, we
may implement the change immediately, and will notify you as soon as reasonably practicable
and act reasonably to mitigate any material adverse effect. If that change causes, and you
provide us with notice that change has caused, a material adverse effect on the Dubber Platform
or Dubber Products that continues for more than 30 days after your notice to us, you may
terminate the affected Order without Early Termination Charges and receive a pro‑rata refund of
any prepaid fees for the impacted portion from the effective date of termination.
(c) Except where paragraph (b) applies, if a change is reasonably likely to have a material adverse
effect on the Customer Rights under an existing Order:
(i) we will give you at least 30 days’ prior written notice (or longer where reasonable in the
circumstances) and will act reasonably and in good faith to consult with you about
mitigation; and
(ii) you may, by written notice before the change takes effect, terminate the Agreement
without Early Termination Charges and receive a pro‑rata refund of any pre-paid fees for
the impacted portion of the Order from the effective date of the change.
7.2 Disclaimers and acknowledgment
(a) To the extent permitted by applicable Law (including by any applicable Local Law
Requirements), we:
(i) do not warrant that the Dubber Platform, the Dubber Products, or the Customer
Documentation will be suitable for your requirements, and you agree that you are
responsible for assessing their suitability for your intended use;
(ii) do not warrant that any use of the Dubber Platform or the Dubber Products will be
continuous, uninterrupted, error-free, secure, or that content loss will not occur;
(iii) are not responsible or liable to the extent any fault or failure in the Dubber Platform or the
Dubber Products, or our inability to perform any of the Dubber Services, is caused by any
of the following:
(A) outages or interruptions of, or delays or other faults in, any carrier services
necessary for the proper functioning of a system, component, device or item of
software or hardware;
(B) bugs or errors in any third party application, system or device;
(C) faulty products, equipment or technological infrastructure owned, operated or
maintained by you or any End Users, or any other person (other than us);
(D) services provided by third parties (including by any carriage, hosting or internet
service provider) ceasing or becoming unavailable;
(E) the use of the Dubber Platform or the Dubber Products by or on behalf of you or
any End Users with other products not supplied or approved by us;
(F) the use of the Dubber Platform or the Dubber Products by or on behalf of you or
any End Users in a manner or for a purpose not reasonably contemplated or
authorised by us; and
(G) the modification of the Dubber Platform or the Dubber Products by or on behalf of
you or any End Users.
(b) You acknowledge and agree that:
(i) we are not and cannot be aware of the extent of any potential loss resulting from any
failure by us to discharge our obligations under the Agreement;
(ii) the Dubber Platform and Dubber Products have not been designed to meet your or any
End User’s, individual requirements and cannot be tested in every operating
environment;
(iii) it is your responsibility to ensure the facilities and functions of the Dubber Platform and
Dubber Products meet your and your End Users’ requirements and will not cause any
error or interruption in your or any End User’s, Systems;
(iv) the Dubber Platform and Dubber Products may include artificial intelligence and/or
machine-learning features that generate insights, summaries, classifications and other
outputs derived from the Customer Data. All such outputs are provided for general
informational purposes only and do not constitute legal, regulatory, compliance, financial
or professional advice. Dubber makes no representations, and gives no warranties, as to
the accuracy, completeness or suitability of any such information supplied by the Dubber
Platform or Dubber Products. You and/or your End Users (as applicable) assume all risk
of reliance on any such information; and
(v) Laws governing the recording, monitoring, transmission, interception and storage of
communications vary by jurisdiction. You are solely responsible for ensuring that you
and your End Users provide all required notices, obtain all required consents, and comply
with all applicable Laws (including wiretap, interception, eavesdropping,
telecommunications, and consumer protection laws) in connection with the use of the
Dubber Platform and Dubber Products. Dubber does not determine notice and consent
requirements and disclaims all liability arising from any failure by you or your End Users
to provide any required notice, obtain any required consent, or otherwise comply with
applicable Laws.
8. Conditions on use of Dubber Platform
8.1 Usage conditions and restrictions
(a) You must comply with all reasonable directions issued by us regarding use of the Dubber
Platform and the Dubber Products (including any instructions or directions set out in the
Customer Documentation or the Dubber Platform).
(b) You must not, and must not permit or assist any other person to:
(i) copy, modify, add to, adapt, delete or amend any part of the Dubber Platform without our
prior written consent;
(ii) sell, translate, network, publish, commercialise, rent, lease, assign, transfer, loan, or
otherwise distribute all or part of the Dubber Platform, or any adaptation, modification or
derivative of all or part of the Dubber Platform;
(iii) reverse engineer, disassemble, or decompile any of the Dubber Platform, unless
permitted to do so by Law, and then only strictly in accordance with the provisions or
terms under which that right is given by Law;
(iv) use the Dubber Platform in a manner that breaches any Law or infringes the legal rights
of any third party;
(v) allow your or that party’s Personnel, End Users or other third parties to do anything
inconsistent with the terms of the Agreement;
(vi) remove, obscure or interfere with any copyright, acknowledgment, attribution, trade mark,
warning, disclaimer statement, rights management information or serial numbers affixed
to, incorporated in or otherwise applied in connection with the Dubber Platform; or
(vii) other than the Customer Data, copy or download, in a systematic manner, any content
from the Dubber Platform, or communicate or otherwise distribute such systematically-
obtained content (or allow any End User to do so),
and you must:
(viii) use commercially reasonable efforts to ensure that no Harmful Code is introduced by
your or that party’s Personnel or End User into the Dubber Platform.
(c) You:
(i) must keep, and must ensure that your End Users keep, all Credentials confidential and
secure; and
(ii) accept all liability for any unauthorised use of any such Credentials.
8.2 Specific use restrictions
Without limiting the applicable Customer Rights, you must ensure that you:
(a) use the Dubber Platform and the Dubber Products only in accordance with the terms of the
Agreement (including the relevant Order); and
(b) do not use the Dubber Platform or the Dubber Products to integrate or interface with any
systems other than:
(i) the Systems; or
(ii) in a manner consistent with the intended and documented use of the Dubber Platform or
the Dubber Products, including to:
(A) allow technicians employed or engaged by third party providers engaged by you
to have remote access to devices;
(B) integrate or interface with any API or other interface licensed as part of the
Dubber Platform or the Dubber Products; or
(C) third party systems where that third party holds an appropriate licence from us to
use the relevant products and services.
8.3 Dubber Platform Availability
We will use commercially reasonable efforts to ensure that the Dubber Platform meets the Availability of
99.95%, but we do not guarantee that it will be achieved.
8.4 EULA
You must not, and must not permit or assist any other person to, remove, obscure or interfere with the
EULA incorporated in or otherwise applied in connection with, the Dubber Products or the Dubber
Platform.
8.5 Technological measures
(a) You acknowledge that the Dubber Platform and/or the Dubber Products may contain
technological measures designed to prevent unlicensed use of them, and that we may disable
some or all of the functionality of the Dubber Platform and/or the Dubber Products pending
payment of the applicable amounts payable under the Agreement.
(b) You agree that:
(i) we may use your internal networks and internet connections for the purpose of
transmitting licence-related data at the time of installation, activation or update of the
Dubber Platform in order to protect against unlicensed use; and
(ii) if you fail to pay any of the amounts payable under the Agreement, the Dubber Platform
and the Dubber Products may cease to function until such time as payment is made.
(c) You must not, and must not permit or assist any other person to, circumvent, nor attempt to
circumvent, any of the technological measures referred to in this clause 8.5.
8.6 Responsibility for use by End Users
You:
(a) are responsible and liable for the acts and omissions of each End User in connection with the
Dubber Platform and the Dubber Products as if they were your own acts and omissions; and
(b) accept all liability for any access to and use of the Dubber Products and the Dubber Platform
using any Credentials issued to you or your End Users, whether or not such use is authorised by
you (but excluding unauthorised use resulting from our negligent acts or omissions).
8.7 Customer Data
Without limiting clause 10.1(b), you are responsible for:
(a) ensuring that you have all rights, consents and authorisations necessary to grant us the right to
access and use Customer Data (including any Personal Information contained within the
Customer Data) to the extent required for us to perform our obligations under the Agreement;
and
(b) providing all information, credentials and assistance reasonably necessary to enable us to
access and use Customer Data in accordance with the Agreement, without infringing your rights
or the rights of any End User or breaching any applicable Laws.
8.8 Equipment, hardware and third party services
You are responsible for obtaining and maintaining all equipment, hardware and software, and all
telecommunications services, required to exercise your Customer Rights.
8.9 Access to Dubber Platform outside Territory
If any End Users access the Dubber Platform from outside the Territory, you acknowledge and agree
that you (and not Dubber) are responsible for ensuring that their access to the Dubber Platform does not
place:
(a) the End User;
(b) you; or
(c) Dubber,
in breach of any applicable Law.
8.10 Dubber Trust Centre
(a) The parties acknowledge that Dubber maintains the Dubber Trust Centre, which provides
documentation and information regarding privacy and security, our compliance practices, and
related matters.
(b) You confirm that you have had the opportunity to review the contents of the Dubber Trust Centre
as at the Order Start Date.
(c) You must comply with applicable obligations in the Dubber Trust Centre documentation to the
extent that such obligations:
(i) are consistent with the Agreement;
(ii) are reasonably necessary for Dubber to maintain its security certifications or comply with
applicable Privacy Laws; and
(iii) in the case of new or additional obligations imposed after the Order Start Date (as
contemplated in paragraph (d)), have been notified to you in accordance with
paragraph (d).
(d) If Dubber makes any material changes to the Dubber Trust Centre documentation after the Order
Start Date that impose new or additional obligations on you:
(i) Dubber will provide you with written notice of such changes;
(ii) any such new or additional obligations will only take effect 30 days after such notice is
provided to you (or such other period as the parties may agree).
(e) The Dubber Trust Centre does not purport to set out your legal obligations. You remain
responsible for complying with, and you must comply with, all applicable Laws (including all
applicable Privacy Laws) in any jurisdiction where the Dubber Products are used, including the
EU GDPR and the UK GDPR.
9. Dubber Services
9.1 Performance of Dubber Services
(a) We will supply the Dubber Services for the purpose of supporting your use of the Dubber
Products, in accordance with the Order during the Order Term.
(b) We will perform the Dubber Services with due care and skill.
9.2 Exclusion from Dubber Support Services
We are not obliged, as part of the Dubber Support Services, to correct any fault or failure in the Dubber
Products and/or the Dubber Platform arising from any of the events or circumstances set out in any of
clauses 7.2(a)(iii)(A) to 7.2(a)(iii)(G) (inclusive).
9.3 Support Tier
(a) We will use commercially reasonable efforts to perform the Dubber Support Services in
accordance with the applicable Support Tier.
(b) You may go up from your then-current Support Tier to a higher Support Tier by giving us not less
than five Business Days’ notice in writing at any time during the Order Term.
9.4 Customer’s obligations
(a) You must provide us with all information and materials reasonably required, and in sufficient
detail, to enable us to perform the Dubber Services. We will not be liable for any loss or damage
arising from reliance on, or from any inaccuracy or other defect in, any information or materials
supplied by you.
(b) You must ensure that your Personnel provide all assistance reasonably required to enable us to
perform the Dubber Services, and that they have the appropriate skills and experience to do so.
(c) If you cause a delay in our performance of any Dubber Services, then:
(i) you must pay all costs and expenses reasonably incurred by us as a result of that delay;
and
(ii) we will not be liable for any breach of our obligations under the Agreement to the extent
resulting from that delay.
9.5 Security
(a) We will not access, use or alter any Systems or Customer Data in any way other than as
necessary to perform the Dubber Services and to otherwise discharge our obligations under the
Agreement.
(b) We will use commercially reasonable endeavours to ensure that no Harmful Code is introduced
into the Systems as a direct result of the performance of the Dubber Services.
(c) You must establish access permissions for one or more Authorised Users to enable those
Authorised Users to access Customer Data on behalf of the End Users.
(d) You must ensure that appropriate backup, security and Harmful Code checking procedures are
in place in relation to the Systems that you use to access, or that are accessible through, the
Dubber Platform.
(e) You acknowledge and agree, in relation to the deletion of Customer Data, that Authorised Users
with applicable permissions will have the ability to delete Customer Data.
10. Intellectual Property Rights
10.1 Customer Data
(a) We agree that you (and/or your third party licensors) own, and will retain, all rights, title and
interest (including all Intellectual Property Rights) in the Customer Data.
(b) You grant to us a non-exclusive licence to use the Customer Data, including the right to grant
sub-licences, to enable us to discharge our obligations under the Agreement and to undertake
Customer analysis and product development activities.
(c) The parties acknowledge and agree that, other than the Customer Data, all data and information
generated or derived by the Dubber Products (including by sub-processors) will be owned by
Dubber (and any such copyright in that data or information will be assigned to Dubber upon its
creation). We grant to you a non-exclusive, royalty free licence to store, use, access and
maintain such data and information in accordance with the Agreement.
(d) You acknowledge and agree that Dubber may use Customer Data in aggregated, de-identified
form to operate, maintain, secure, and improve the Dubber Platform, Dubber Products and
Dubber Services, including for analytics and model improvement, provided such use does not
identify you or End Users, or disclose Customer-specific insights.
10.2 Dubber Intellectual Property Rights
You agree that we (and/or our third party licensors) own (and will retain):
(a) all rights, title and interest (including all Intellectual Property Rights) in the Dubber Platform, the
Dubber Products and the Customer Documentation; and
(b) any other Intellectual Property Rights that are used by us to make available the Dubber Platform
and the Dubber Products, to perform the Dubber Services, or otherwise to discharge our
obligations under the Agreement.
10.3 Product Feature Requests
You:
(a) agree that we will own any Intellectual Property Rights in Product Feature Requests and (without
limiting clause 10.2) in any updates to or new releases of the Dubber Platform, developed in light
of any Product Feature Requests; and
(b) assign to us all rights, title and interest (including any Intellectual Property Rights) in any Product
Feature Requests, with effect from the date on which the Product Feature Request is submitted
to us.
10.4 Infringement Claims
If an Infringement Claim is made against you, you must:
(a) give us:
(i) prompt notice of the Infringement Claim;
full control over any proceedings and negotiations conducted, and full authority, to reach
any settlement; and
(iii) any reasonable assistance we require to defend the Infringement Claim; and
(b) not make a representation or public statement about the Infringement Claim without our prior
written consent.
10.5 Remedies for Infringement Claims
(a) Provided that you comply with paragraph (b), we indemnify you against any final judgement or
settlement amounts incurred by or awarded against you as a result of an Infringement Claim.
(b) If an Infringement Claim is made against you, or we reasonably consider that someone is likely
to make an Infringement Claim against you, we will (at our option):
(i) use reasonable efforts to secure the rights for you to use the Dubber Platform, the
Dubber Products or the Customer Documentation (or the part of them that is the subject
of the Infringement Claim) (Infringing Item) free of any Claim or liability for infringement;
(ii) replace or modify the Infringing Item so that it does not infringe the third party’s
Intellectual Property Rights; or
(iii) if neither of the options in paragraphs (i) and (ii) is, in our opinion, reasonably practicable
or commercially feasible, terminate the Agreement (including the relevant Order) and
refund to you (on a pro rata basis) all amounts paid by you for access to and use of the
Infringing Item in respect of the period commencing on the date on which the
Infringement Claim was made against you and ending on the date of termination under
this paragraph (iii).
(c) To the extent permitted by applicable Law (including by applicable Local Law Requirements), our
liability to you, and your sole remedy, arising directly or indirectly under or in any way connected
with an Infringement Claim, is limited to the applicable remedies specified in paragraphs (a) and
(b).
11. Return or continued storage of Customer Data
(a) On any:
(i) receipt by us of an Unidentified Recording;
(ii) suspension or termination of a Dub Point by you; or
(iii) termination or expiry of the Order Term,
we may, at our option:
(iv) for a period of 30 days from:
(A) the date of receiving the Unidentified Recording;
(B) the date of suspension or termination of a Dub Point;
(C) the date of expiry of the Order; or
(D) the effective date of termination of the Agreement (including the relevant Order),
(as the case may be) continue to store, and permit you to access for the purpose of
downloading, the Customer Data relevant to the Unidentified Recording, Dub Point or
Order (as applicable), in accordance with the terms of the Agreement; or
(v) subject to paragraph (c), after the 30 day period referred to in paragraph (iv), continue to
store, and permit you to access for the purpose of downloading, the relevant Customer
Data.
(b) You may direct us to permanently delete Customer Data (including Unidentified Recordings) at
any time, including within the 30 day period referred to in paragraph (a)(iv), in which case we will
comply with that direction (except where otherwise required by applicable Law). You indemnify
us against all Loss that we may sustain or incur, whether directly or indirectly, in connection with
any Claim arising from or in connection with our compliance with any direction or instruction
given by you in relation to the retention or deletion of Customer Data (including any Claim by any
End User).
(c) The continued storage of Customer Data beyond the 30 day period referred to in paragraph
(a)(iv) is subject to you:
(i) in relation to Unidentified Recordings – ensuring that each such Unidentified Recording is
attributed to a Dub Point by no later than the expiry of the 30 day period referred to in
paragraph (a)(iv); and
(ii) in relation to all Customer Data (including Unidentified Recordings once attributed to a
Dub Point as contemplated in paragraph (i)) – purchasing continued storage of Customer
Data.
Continued storage of Customer Data may be purchased either by the creation of an Order for
such continued storage in accordance with clause 4 of these Service Terms, or by purchasing an
extended storage plan within the Dubber Platform.
(d) You:
(i) acknowledge and agree that, following a direction given under paragraph (b), or upon the
expiry of any applicable storage period under paragraphs (a) and (c) above, we may
permanently delete all Customer Data and all associated Account User Credentials and
other data relating to you or a Dub Point, as well as any Unidentified Recordings; and
(ii) acknowledge you are aware of:
(A) the deletion of Customer Data (including Unidentified Recordings) pursuant to
paragraph (i); and
(B) your obligation to pay for the extended storage of Customer Data if you require
that Customer Data to be stored for extended periods.
12. Warranties
Each of us represents and warrants to the other that:
(a) it is duly organised, validly existing and in good standing as a corporation or other entity under
the Laws of the jurisdiction of incorporation or other organisation;
(b) its acceptance and performance of the Agreement will not constitute:
(i) a violation of any judgment, order or decree;
(ii) a material default under any material contract by which it or any of its assets are bound;
or
(iii) an event that would, with notice or lapse of time, or both, constitute such a default; and
(c) it has the requisite power and authority to enter into the Agreement and to perform its obligations
as contemplated by the Agreement.
13. Liability
13.1 Exclusion of implied obligations and limitation of liability
To the extent permitted by applicable Law (including by any applicable Local Law Requirements):
(a) all conditions, warranties, guarantees, rights, remedies, liabilities or other terms that may be
implied or imposed by custom or Law are expressly excluded under the Agreement; and
(b) our liability to you arising directly or indirectly under or in any way connected with the Agreement
or the performance or non-performance of the Agreement (and whether arising under any
statute, in tort (for negligence or otherwise), or on any other basis in Law), is limited as follows:
(i) we exclude all liability for loss of revenue, loss of goodwill, loss of customers, loss of
capital, downtime costs, loss of profit, loss of or damage to reputation, loss under or in
relation to any other agreement, loss of anticipated savings or benefits, or any indirect,
consequential or special loss, damage, cost or expense or other Claims for consequential
compensation, incurred by or awarded against you, under or in any way connected with
the Agreement or the provision of, access to or use of the Dubber Platform, the Dubber
Products or the Dubber Services; and
(ii) except in relation to:
personal injury or death caused by the negligent act or omission of us or our
Personnel;
(B) loss of or damage to tangible property caused by the negligent act or omission of
us or our Personnel; and
(C) fraud or Wilful Misconduct by us,
our total aggregate liability under, or in any way connected with, the Agreement or the
provision of, access to or use of the Dubber Platform, the Dubber Products or the Dubber
Services is limited, in aggregate for all Claims, to the total amounts paid by you to us
under the Agreement in the 12 months immediately preceding the first event giving rise to
liability.
13.2 Sole remedy for Unremedied Defects
(a) If there occurs any defect in the Dubber Platform or a Dubber Product that we are unable to
remedy through a Fix or Workaround in the course of performing the Dubber Support Services,
and we notify you that this is the case (Unremedied Defect), you may notify us that you no
longer wish to access and use the affected Dubber Product.
(b) If you notify us under paragraph (a) in respect of a Dubber Product:
(i) the affected Dubber Product will be removed from the scope of your rights under
clause 6; and
(ii) clause 18 will apply as if the Agreement had been terminated in respect of the affected
Dubber Product only.
(c) To the extent permitted by applicable Law (including by applicable Local Law Requirements), our
liability to you, and your sole remedy, arising directly or indirectly under or in any way connected
with a Unremedied Defect, is limited to the remedy specified in this clause 13.2.
13.3 Indemnity by Customer
(a) You indemnify us, and must keep us indemnified, against all Loss that we may sustain or incur,
whether directly or indirectly, in connection with any Claim made against us:
(i) by a third party that the use by us or any of our sub-licensees of any Customer Data
infringes the Intellectual Property Rights, privacy-related rights, or other rights, of any
third party;
(ii) by your Personnel or an End User in relation to the Dubber Platform or the Dubber
Products, the Dubber Services, or the Agreement; and
(iii) by a third party in respect of any negligent, illegal or fraudulent act or omission by you in
connection with the Dubber Platform, the Dubber Products, the Dubber Services, or the
Agreement.
(b) Your liability to indemnify us under this paragraph (a) is reduced to the extent that the relevant
Loss was caused or contributed to by:
(i) our material breach of the Agreement; or
(ii) our negligent, illegal or fraudulent acts or omissions.
14. Privacy
14.1 Privacy compliance
(a) Each of you and us must comply with our respective applicable obligations under the Privacy
Laws in relation to any Personal Information processed under, or disclosed to the other party in
connection with, the Agreement.
(b) You acknowledge that we collect, use, disclose and handle Personal Information in accordance
with our Privacy Notice, as published on our website from time to time.
14.2 Disclosure of Personal Information
(a) You acknowledge and agree that:
(i) disclosure by you of Personal Information to us in connection with the Agreement may be
subject to the Privacy Laws; and
the Dubber Platform and the Dubber Products are provided on the basis that you will only
disclose Personal Information to us, including in any Order, where:
(A) the disclosure is necessary for the performance of the Agreement;
(B) you have given all notices and obtained all consents required under applicable
Privacy Laws to enable us to use the Personal Information for the purpose of
providing the Dubber Platform and Dubber Products to you, performing the
Dubber Services, and otherwise exercising our rights and discharging our
obligations under the Agreement; and
(C) the disclosure does not otherwise breach (and will not cause us to breach) any
applicable Privacy Laws.
(b) If the performance of the Agreement requires you or a third party (including any End User) to
provide Personal Information to us at your request, it is your obligation to ensure that the party
complies with paragraphs (a)(ii)(A) to (a)(ii)(C). You will be liable to us for any and all Loss
suffered or incurred by us as a result of your failure to do so or to otherwise comply with
applicable Privacy Laws.
14.3 Storage of Personal Information
You acknowledge and agree, including for the purposes of clause 14.2(a)(ii)(B), that the Customer Data
will be stored in the jurisdiction specified in your Order or account settings, or as otherwise notified to
you by us.
14.4 Data Breach responsibilities
In the event of a Data Breach or suspected Data Breach affecting the Dubber Platform:
(a) the party who identifies the Data Breach or suspected Data Breach must promptly inform the
other party of the occurrence of the Data Breach and keep the other party reasonably updated
on any investigations that party undertakes, and other steps that it takes, in relation to the Data
Breach;
(b) the parties must cooperate with one another to determine:
(i) whether a Data Breach has in fact occurred; and
(ii) whether that Data Breach results in a real risk of serious harm to any of the individuals to
whom the Personal Information relates; and
(c) the parties must discuss with one another in good faith how to address the Data Breach,
including who will be the party responsible for discharging any relevant notification requirements
under applicable Privacy Laws in respect of the Data Breach.
14.5 Data Processing Addendum
The parties acknowledge and agree that the provisions of the DPA apply to the Agreement as a
“Services Agreement” for the purpose of the DPA.
15. Confidentiality
15.1 Use and disclosure
A Receiving Party:
(a) may use Confidential Information of the Disclosing Party only for the purposes of the Agreement;
and
(b) must keep confidential all Confidential Information of the Disclosing Party except:
(i) for disclosures permitted under clause 15.2; and
(ii) to the extent (if any) the Receiving Party is required to disclose any Confidential
Information by Law or in accordance with the rules of an applicable stock exchange.
15.2 Use and disclosure of Confidential Information
A Receiving Party may disclose Confidential Information of the Disclosing Party to persons who:
(a) have a need to know for the purposes of the Agreement (and only to the extent that each has a
need to know); and
are legally bound to comply with substantially the same obligations in respect of Confidential
Information of the Disclosing Party as those imposed on the Receiving Party under the
Agreement.
15.3 Receiving Party’s obligations
A Receiving Party must:
(a) ensure that each person to whom it discloses Confidential Information of the Disclosing Party
under clause 15.2 complies with their obligations referred to in clause 15.2(b); and
(b) notify the Disclosing Party of, and take all steps to prevent or stop, any suspected or actual
breach of any of the obligations referred to in clause 15.2(b).
15.4 Disclosure required by Law
If a Receiving Party is required by Law to disclose any Confidential Information of a Disclosing Party to a
third person (including government), the Receiving Party must:
(a) before doing so:
(i) notify the Disclosing Party; and
(ii) give the Disclosing Party a reasonable opportunity to take any steps that the Disclosing
Party considers necessary to protect the confidentiality of that information; and
(b) notify the third person that the information is confidential to the Disclosing Party.
15.5 Remedy for breach of confidentiality obligations
Each Receiving Party acknowledges that damages may be an insufficient remedy for a breach, or
suspected breach by the Receiving Party of its obligations under this clause 15, and agrees that the
Disclosing Party may seek such equitable relief (including injunctive relief) as is necessary to remedy or
prevent such breach without having to prove or establish any special damage arising from such breach
or suspected breach.
16. Suspension of access to Dubber Platform and/or Dubber Products
16.1 Suspension rights
We may suspend your access to the Dubber Platform or Dubber Products (whether all Dubber Products
or specific Dubber Products) if:
(a) you breach any term of the Agreement (including by way of any act or omission) and we consider
that:
(i) such a breach is likely to be ongoing; or
(ii) your continued access to the Dubber Platform or the Dubber Products may have an
adverse impact on us or any other users of the Dubber Platform or the Dubber Products;
(b) any amount that you must pay to us under the Agreement remains outstanding for more than
30 days after the date on which it became payable;
(c) we reasonably believe that you have suffered an Insolvency Event;
(d) we reasonably consider it necessary to do so in order to:
(i) protect the operation, security or integrity of the Dubber Platform or the Dubber Products;
or
(ii) carry out any maintenance of the Dubber Platform or the Dubber Products (in which
event, in the case of Scheduled Maintenance, we will use our commercially reasonable
endeavours to give you advance notice of the suspension); or
(e) we reasonably consider it necessary in order for us to comply with any applicable Law.
16.2 Notification
We will promptly notify you of any suspension under this clause 16 and the reasons for that suspension
(except where we consider that such notification may prejudice the operation, security or integrity of the
Dubber Platform or the Dubber Products, or is prohibited by Law).
17. Expiry and termination
17.1 Termination of an Order without cause
Either party may terminate the Agreement (including the Order to which it relates) without cause, with
effect from the expiry of the Order Initial Term or any Order Renewal Term:
(a) if the Order Initial Term exceeds 31 calendar days – by giving notice at any time during the 60
day period prior to that Order’s expiry; or
(b) if the Order Initial Term is 31 calendar days or less – by giving notice at any time before that
Order’s expiry.
17.2 Termination of an Order for cause
A party (terminating party) may terminate the Agreement (including the Order to which it relates) with
immediate effect by giving notice to the other party if the other party:
(a) materially breaches any term of the Agreement that is not capable of remedy;
(b) materially breaches any term of the Agreement that is capable of remedy and fails to rectify that
breach within 30 Business Days after receiving a notice from the terminating party requiring it to
do so; or
(c) suffers an Insolvency Event.
18. Effect of expiry or termination of the Agreement
18.1 Effect of termination
(a) If you terminate the Agreement without cause under clause 17.1, then you must pay any
applicable Early Termination Charges to us.
(b) If you terminate the Agreement for cause under clause 17.2, to avoid doubt, that termination
affects only the Agreement to which the Order relates. All other Agreements (and their
respective Orders) will continue in accordance with their terms until expiry of their respective
Order Terms or earlier termination in accordance with clause 17.
(c) If we terminate the Agreement for cause under clause 17.2, to avoid doubt, that termination
affects only the Agreement to which the Order relates, and you must pay any applicable Early
Termination Charges to us in respect of that Order. All other Agreements (and their respective
Orders) will continue in accordance with their terms until expiry of their respective Order Terms
or earlier termination in accordance with clause 17.
18.2 Return or destruction of Confidential Information
(a) Subject to paragraph (b), on any termination or expiry of the Agreement, each Receiving Party
must stop using Confidential Information of the Disclosing Party (to the extent that Confidential
Information relates solely to the Agreement) and, at the Disclosing Party’s option, promptly:
(i) return to the Disclosing Party;
(ii) destroy and certify in writing to the Disclosing Party the destruction of; or
(iii) destroy and permit the Disclosing Party to witness the destruction of,
all of the Disclosing Party’s Confidential Information in the Receiving Party’s possession or
control.
(b) A Receiving Party may retain any:
(i) electronic back-up copies of the Disclosing Party’s Confidential Information, in
accordance with the Receiving Party’s usual policies and processes; and
(ii) copies of the Disclosing Party’s Confidential Information that it reasonably retains in order
to:
(A) exercise any continuing rights, or discharge any continuing obligations, under the
Agreement; and
(B) verify the Disclosing Party’s compliance with, and demonstrate its own
compliance with, the Agreement,
and such copies of Confidential Information must continue to be kept confidential, and solely
used, in accordance with the Agreement.
18.3 Survival
Clauses 1, 7.2, 10, 11, 13, 14, 15, 21, 22 and 23 and this clause 18 survive the termination or expiry of
the Agreement.
18.4 Accrued rights and remedies
Termination of the Agreement does not affect any accrued rights or remedies of a party.
19. Force majeure
The non-performance or delay in performance by a party of any obligation in the Agreement is excused
during the time and to the extent that such performance is prevented by a Force Majeure Event,
provided that the party affected by the Force Majeure Event uses all reasonable endeavours to perform
as soon as possible its obligations under the Agreement (including by the use of reasonable
Workarounds and interim measures). This clause 19 does not apply to any obligation to pay money.
20. Taxes
20.1 Taxes
(a) Unless otherwise expressly stated in the Agreement:
(i) all amounts payable under the Agreement are exclusive of Taxes; and
(ii) you are responsible for, and must pay, all Taxes (other than Taxes on our net income)
arising out of or in connection with the Agreement, the Dubber Platform, the Dubber
Products, or any transaction contemplated by the Agreement, in any jurisdiction.
(b) If we are required by Law to pay any Taxes for which you are responsible under paragraph (a),
you must, on demand, reimburse us for the amount of such Taxes, together with any interest,
penalties or costs incurred by us in connection with such Taxes.
(c) You indemnify us against all Loss that we may sustain or incur, whether directly or indirectly, in
connection with any Claim made against us, or any liability imposed on us, in respect of any
Taxes for which you are responsible under paragraph (a), including:
(i) any Taxes imposed in any jurisdiction arising from your resale, distribution or supply of
the Dubber Products;
(ii) any withholding taxes, value added taxes, sales taxes, use taxes, or similar Taxes
imposed in any jurisdiction in connection with the Agreement; and
(iii) any Taxes arising from your failure to comply with applicable tax Laws in any jurisdiction.
This indemnity is in addition to, and does not limit, any other rights or remedies available to us
under the Agreement or at Law.
21. Resolution of disputes
21.1 No arbitration or court proceedings
If a dispute arises out of the Agreement, including any question regarding the existence, validity or
termination of the Agreement (Dispute), a party must comply with this clause 21 and the applicable
Local Law Requirements before starting any court proceedings (except proceedings for interlocutory
relief).
21.2 Notification
A party claiming a Dispute has arisen must give the other party notice setting out details of the Dispute.
21.3 Parties to resolve Dispute
(a) During the period of 10 Business Days after a notice is given under clause 21.2 (or longer period
if the parties agree in writing), each party must use its best endeavours to resolve the Dispute
through discussions between their respective representatives.
(b) If the parties’ representatives fail to resolve the Dispute within the 10 Business Day period
referred to in paragraph (a), each party must refer the Dispute to an appropriate senior
representative, which representatives must use their best endeavours to resolve the Dispute
through discussions between them for a further period of 10 Business Days.
21.4 Referral to jurisdiction-specific dispute resolution
If the parties are unable to resolve the Dispute within the 20 Business Day period referred to in clause
21.3, the Dispute must be referred for resolution in accordance with the dispute resolution requirements
set out in the applicable Local Law Requirements. If a Dispute is referred for resolution under clause
21.4, the dispute resolution procedures specified in the applicable Local Law Requirements will apply.
Confidentiality
Any information or documents disclosed by a party under this clause 21:
(a) must be kept confidential in accordance with clause 15; and
(b) for the purposes of clauses 15.1(a) and 15.2(a), may only be used and disclosed to attempt to
resolve the Dispute.
21.5 Parties to continue to perform
Each party must continue to discharge its obligations under the Agreement during any period in which
the parties are seeking to resolve a Dispute under this clause 21.
22. Notices
22.1 Service of Notices
A notice, demand, consent, approval or communication under the Agreement (Notice) must be:
(a) in writing, in English and signed by a person duly authorised by the sender; and
(b) sent by email to the recipient’s address for Notices as specified:
(i) in Dubber’s case, as set out in the Local Law Requirements; or
(ii) in your case, as specified in your account settings or as otherwise notified by you to us,
as varied by any Notice given by the recipient to the sender.
22.2 Effective on receipt
A Notice given in accordance with clause 22.1 takes effect when taken to be received (or at a later time
specified in it), and is taken to be received when the sender’s system registers that the email has passed
the internet gateway of the sender’s system (provided that no delivery failure is received by the sender
within one hour of sending), provided that if the event that would otherwise give rise to receipt of a
Notice occurs on a day that is not a Business Day or occurs after the end of Business Hours on a
Business Day, the Notice is taken to be received at the start of Business Hours on the next Business
Day.
23. General
23.1 Variations
Other than the changes contemplated by clauses 5 and 7 of these Service Terms, we may vary these
Service Terms by giving you at least 30 days’ prior written notice of the variation. Your continued use of
the Dubber Platform or Dubber Products after the effective date of any such variation constitutes your
acceptance of the varied Service Terms. Such variations will be effective from the date specified in that
notice.
23.2 Assignment and novation
(a) We may assign any of our rights, or novate any of our obligations, arising out of the Agreement
without your prior written consent and by giving written notice to you.
(b) You may not assign any of your rights or purport to novate any of your obligations under the
Agreement to a third party without our prior written consent.
23.3 Costs
Each party must pay its own costs in connection with the Agreement.
23.4 Stamp duty
Any stamp duty, duties or other taxes of a similar nature (including fines, penalties and interest) in
connection with the Agreement or any transaction contemplated by the Agreement must be paid by you.
23.5 Further action
Each party must do, at its own expense, everything reasonably necessary (including executing
documents) to give full effect to the Agreement and any transaction contemplated by it.
23.6 Severability
A term or part of a term of the Agreement that is illegal or unenforceable may be severed from the
Agreement and the remaining terms or parts of the terms of the Agreement continue in force.
23.7 Waiver
A party does not waive a right, power or remedy if it fails to exercise or delays in exercising the right,
power or remedy. A single or partial exercise of a right, power or remedy does not prevent another or
further exercise of that or another right, power or remedy. A waiver of a right, power or remedy must be
in writing and signed by the party giving the waiver.
23.8 Relationship
Except where the Agreement expressly states otherwise, it does not create a relationship of
employment, trust, agency or partnership between the parties.
23.9 Entire agreement
The Agreement (including the relevant Order) constitutes the entire agreement between the parties in
connection with its subject matter and supersedes all previous agreements or understandings between
the parties in connection with that subject matter.
24. Operative Date
These Terms of Service were last updated on 26 August 2026

Schedule 1 – Local Law Requirements

1. United States of America, Canada, Mexico or a country in Central America,
South America or the Caribbean
If you are you are incorporated or otherwise constituted in the United States of America, Canada,
Mexico or a country in Central America, South America or the Caribbean, the terms in this section 1
apply.
1.1 Dubber entity
The Dubber entity is Dubber Inc, a Delaware corporation, with offices at 300 Congress Street, STE
406, Quincy, MA 02169, United States of America.
1.2 Dubber’s address for Notices
300 Congress Street, STE 406, Quincy, MA 02169, United States of America.
1.3 Governing law and jurisdiction
The Agreement is governed by the laws of State of Texas and controlling United States federal law.
Subject to Clause 21, each party irrevocably and unconditionally submits to the exclusive jurisdiction of
the courts of Dallas, Texas.
1.4 Business Days and Business Hours
For the purposes of these Service Terms:
(i) Business Day means a day that is not a Saturday, Sunday or federal public holiday in the
United States; and
(ii) Business Hours means the hours from 9:00am to 5:00pm (local time) on a Business Day.
1.5 Dispute Resolution
If the parties are unable to resolve a Dispute, then they mutually agree to seek resolution via
Alternative Dispute Resolution (ADR) using the mediation and/or arbitration services of National
Arbitration and Mediation (NAM) – namadr.com.
Mediation
If the Dispute is referred to mediation in accordance with clause 21.4, the following provisions will
apply to the conduct of the mediation:
(a) The mediator must be mutually agreed upon by the parties within five Business Days of the end
of the period set out in clause 21.4(a). In the absence of agreement between the parties, they
will select from a panel of proposed mediators provided by NAM, using a reasonable striking
process.
(b) Subject to the availability of the mediator, the parties must meet with the mediator within five
Business Days of the appointment of the mediator.
(c) The mediator will have authority to determine the procedure and timetable for any exchange of
documents and any other information, procedural rules and such other steps as may seem
appropriate to the mediator for the better resolution of the Dispute.
(d) The parties acknowledge that the purpose of any exchange of information or documents or the
making of any offer of settlement is to attempt to settle the Dispute between the parties, and no
party may use any information or documents obtained through the dispute resolution process
established by clause 21.4 for any purpose other than an attempt to settle such Dispute.
(e) The mediator will not have the power to bind the parties to any determination, but will seek to
have the parties resolve the Dispute by mutual agreement.
Arbitration
(a) If the Dispute is submitted to arbitration in accordance with clause 21.5, the arbitration will be
conducted in accordance with the Rules of Arbitration of NAM.
(b) The following provisions will apply to any arbitration to which a Dispute is submitted under
paragraph (a):
(i) the language of the arbitration will be English;
(ii) the number of arbitrators will be one;
(iii) the place of arbitration will be in the vicinity of Dallas, Texas;
(iv) the parties will seek that the procedural timetable established for the arbitration will
provide for the arbitrator to determine the Dispute and deliver a final award within three
months of entering the arbitration agreement , or such other period as set by the NAM
arbitrator (the Fast Track Objective); and
(v) the arbitrator, and not any federal, state, or local court, shall have exclusive authority to resolve
any dispute relating to the existence, conclusion, formation, enforceability, applicability/scope,
validity, unconscionability, sufficiency of consideration or interpretation of this Agreement.

2. United Kingdom, a member country of the European Union or any other
country in Europe, the Russia Federation, or any country in Africa or the
Middle East

If you are you are incorporated or otherwise constituted in the United Kingdom, a member country of
the European Union or any other country in Europe, the Russia Federation, or any country in Africa or
the Middle East, the terms in this section 2 apply.
2.1 Dubber entity
The Dubber entity is;
Dubber Limited, an English company with registration no. 10093254, with its registered office at
264 Banbury Road, Oxford, Oxfordshire, England, OX2 7DY, United Kingdom.
– Aeriandi Limited, an English company with registration no. 04414335, with its registered office
at 264 Banbury Road, Oxford, Oxfordshire, England, OX2 7DY, United Kingdom.
2.2 Dubber’s address for Notices
264 Banbury Road, Oxford, Oxfordshire, England, OX2 7DY United Kingdom.
2.3 Governing law and jurisdiction
The Agreement is governed by the laws of England. Subject to Clause 21, each party irrevocably and
unconditionally submits to the exclusive jurisdiction of the courts of England.
2.4 Business Days and Business Hours
For the purposes of these Service Terms:
(i) Business Day means a day that is not a Saturday, Sunday, public holiday or bank holiday in
England and Wales; and
(ii) Business Hours means the hours from 9:00am to 5:00pm (local time) on a Business Day.
2.5 Dispute Resolution
Mediation
If the Dispute is referred to mediation in accordance with clause 21.4, the following provisions will apply
to the conduct of the mediation:
(a) The mediator must be jointly nominated by the parties within five Business Days of the end of the
period set out in clause 21.4(a). In the absence of agreement between the parties, the mediator
shall be the Centre for Effective Dispute Resolution (CEDR).
(b) Subject to the availability of the mediator, the parties must meet with the mediator within five
Business Days of the appointment of the mediator.
(c) The mediator will have authority to determine the procedure and timetable for any exchange of
documents and any other information, procedural rules and such other steps as may seem
appropriate to the mediator for the better resolution of the Dispute.
(d) The parties acknowledge that the purpose of any exchange of information or documents or the
making of any offer of settlement is to attempt to settle the Dispute between the parties, and no
party may use any information or documents obtained through the dispute resolution process
established by this clause 24 for any purpose other than an attempt to settle such Dispute.
(e) The mediator will not have the power to bind the parties to any determination, but will seek to
have the parties resolve the Dispute by agreement.
Arbitration
(a) If the Dispute is submitted to arbitration in accordance with clause 21.5, the arbitration will be
conducted in accordance with the Rules of Arbitration of the International Chamber of Commerce
(ICC Rules).
(b) Unless the ICC Rules require otherwise, the following provisions will apply to any arbitration to
which a Dispute is submitted under paragraph (a):
(i) the language of the arbitration will be English;
(ii) the number of arbitrators will be one;
(iii) the place of arbitration will be London, England;
(iv) the parties will seek that the procedural timetable established for the arbitration will
provide for the arbitral tribunal to determine the Dispute and deliver a final award within
three months of entering upon the reference, or such other period as the parties agree in
writing (the Fast Track Objective); and
(v) the parties:
A. will use their best endeavours, and co-operate with each other and the arbitrator, to
achieve the Fast Track Objective; and
B. acknowledge that their right to natural justice and procedural fairness will be subject
to the Fast Track Objective.

3. Australia, New Zealand, a country in Asia, the Pacific region or any country
not otherwise referenced in this Schedule

If you are you are incorporated or otherwise constituted in Australia, New Zealand, a country in Asia,
the Pacific region or any country not otherwise referenced in this Schedule, the terms in this section 3
apply.
3.1 Dubber entity
The Dubber entity is Dubber Pty Ltd ACN 150 843 164 of Level 5, 2 Russell Street, Melbourne VIC.
3000, Australia.
3.2 Dubber’s address for Notices
Level 5, 2 Russell Street, Melbourne VIC. 3000, Australia.
3.3 Business Days and Business Hours
For the purposes of these Service Terms:
(i) Business Day means a day that is not a Saturday, Sunday, public holiday or bank holiday in
Melbourne, Victoria, Australia; and
(ii) Business Hours means the hours from 9:00am to 5:00pm (local time) on a Business Day.
3.4 Governing law and jurisdiction
The Agreement is governed by the laws of Victoria, Australia. Subject to Clause 21, each party
irrevocably and unconditionally submits to the exclusive jurisdiction of the courts of Victoria, Australia.
3.5 Liability
Clause 13 is amended by the addition of the following terms:
13.4 No exclusion or limitation of liability
(a) To the extent that you acquire goods or services from us as a consumer within
the meaning of the Australian Consumer Law set out in Schedule 2 to the
Competition and Consumer Act 2010 (Cth) (Australian Consumer Law), you
may have certain rights and remedies (including consumer guarantee rights) that
cannot be excluded, restricted or modified by agreement.
(b) Nothing in the Agreement operates to exclude, restrict or modify the application
of any condition, warranty or provision implied by Law, the exercise of any right or
remedy, or the imposition of any liability under the Australian Consumer Law or
any other statute, where to do so would:
(i) contravene that statute; or
(ii) cause any term of the Agreement to be void,
(Non-excludable Obligation).
13.5 Liability for Non-excludable Obligations
To the extent permitted by Law, our liability in respect of Non-excludable Obligations is
limited to:
(a) the repair or, if necessary, the replacement of, the goods; and
(c) the supplying again of any services supplied under the Agreement.
3.6 Confidentiality
Clause 15 is amended by the addition of the following term:
15.5 Announcements and public disclosures
Notwithstanding any other provision of the Agreement, the parties acknowledge and
agree that in accordance with Dubber Corporation Ltd’s continuous disclosure obligations
under the Australian Securities Exchange listing rules, Dubber Corporation Ltd or any of
its related bodies corporate may make one or more public announcements regarding the
Agreement, without requiring your prior approval.
3.7 Suspension rights
The suspension right set out in clause 16.1(c) is subject to any applicable statutory stay on the
exercise this right, including under sections 415D, 434J or 451E of the Corporations Act 2001 (Cth).
3.8 Termination of an Order for cause
The termination right set out in clause 17.2(c) is subject to any applicable statutory stay on the
exercise this right, including under sections 415D, 434J or 451E of the Corporations Act 2001 (Cth).
3.9 Taxes
Clause 20.1 is amended by inserting the following additional provision:
20.2 GST
(a) In this clause 20.2, a word or expression defined in the A New Tax System
(Goods and Services Tax) Act 1999 (Cth) has the meaning given to it in that Act.
(b) For the purposes of the Agreement, where the expression ‘GST inclusive’ is
used in relation to an amount payable or other consideration to be provided for a
supply under the Agreement, the amount or consideration will not be increased
on account of any GST payable on that supply.
(c) Any consideration to be paid or provided for a supply made under or in
connection with the Agreement, unless specifically described in the Agreement
as ‘GST inclusive’, does not include an amount on account of GST.
(d) Despite any other provision in the Agreement, if a party (Supplier) makes a
supply under or in connection with the Agreement on which GST is imposed (not
being a supply the consideration for which is specifically described in the
Agreement as GST inclusive):
(i) the consideration payable or to be provided for that supply under the
Agreement but for the application of this clause (GST exclusive
consideration) is increased by, and the recipient of the supply (Recipient)
must also pay to the Supplier, an amount equal to the GST payable by the
Supplier on that supply; and
(ii) the amount by which the GST exclusive consideration is increased must
be paid to the Supplier by the Recipient without set off, deduction or
requirement for demand, at the same time as the GST exclusive
consideration is payable or to be provided.
(e) If a payment to a party under the Agreement is a reimbursement or
indemnification, calculated by reference to a loss, cost or expense incurred by
that party, then the payment will be reduced by the amount of any input tax credit
to which that party is entitled for that loss, cost or expense.
4. Dispute Resolution
4.1 Mediation
If the Dispute is referred to mediation in accordance with clause 21.4, the following provisions will
apply to the conduct of the mediation:
(a) The mediator must be jointly nominated by the parties within five Business Days of the end of the
period set out in clause 21.4(a). In the absence of agreement between the parties, the mediator
is to be nominated by the President for the time being of the Law Society of Victoria (or their
nominee).
(b) Subject to the availability of the mediator, the parties must meet with the mediator within five
Business Days of the appointment of the mediator.
(c) The mediator will have authority to determine the procedure and timetable for any exchange of
documents and any other information, procedural rules and such other steps as may seem
appropriate to the mediator for the better resolution of the Dispute.
(d) The parties acknowledge that the purpose of any exchange of information or documents or the
making of any offer of settlement is to attempt to settle the Dispute between the parties, and no
party may use any information or documents obtained through the dispute resolution process
established by this clause 21 for any purpose other than an attempt to settle such Dispute.
(e) The mediator will not have the power to bind the parties to any determination, but will seek to
have the parties resolve the Dispute by agreement.
(f) If the Dispute is not resolved through mediation within 20 (twenty) Business Days of the
appointment of the mediator (or such other period agreed by the parties), either party may submit
the Dispute to arbitration in accordance with this clause.
4.2 Arbitration
(a) If the Dispute is submitted to arbitration in accordance with clause 21.5, the arbitration will be
conducted in accordance with the Rules of Arbitration of the International Chamber of Commerce
(ICC Rules).
(b) Unless the ICC Rules require otherwise, the following provisions will apply to any arbitration to
which a Dispute is submitted under paragraph (a):
(i) the language of the arbitration will be English;
(ii) the number of arbitrators will be one;
(iii) the place of arbitration will be Melbourne, Victoria, Australia;
(iv) the parties will seek that the procedural timetable established for the arbitration will
provide for the arbitral tribunal to determine the Dispute and deliver a final award within three
months of entering upon the reference, or such other period as the parties agree in writing (the
Fast Track Objective); and
(v) the parties:
(A) will use their best endeavours, and co-operate with each other and the arbitrator,
to achieve the Fast Track Objective; and
(B) acknowledge that their right to natural justice and procedural fairness will be
subject to the Fast Track Objective.