Real Talk Studio TERMS OF USE

These Terms of Use, together with any other terms agreed to between the Parties regarding payment and service provision, form the Licence Agreement (or the Agreement) that is made on the Effective Date between the Parties:

1. Toby Sinclair Coaching Limited, a company incorporated in England and Wales with registered number
2. The User (or you);

which sets out the terms under which the User is granted a licence by the Provider to use the Provider’s Software. Users must only use the Software in accordance with these Terms of Use. By indicating acceptance of these Terms of Use in order to access or use the Software, the User enters into the Agreement and accepts all of these Terms of Use and must always abide by them when using the Software or the Software’s output. If you do not agree with these Terms of Use, you must not use the Software.

Definitions

1. In this Agreement, the following words are defined:

Grant of Licence

1. Subject to these Terms of Use and all other terms comprising the Licence Agreement, the Provider grants the User a limited, revocable, non-exclusive, non-sublicensable, and non-transferable licence for the duration of the Term to use the Software in accordance with these Terms of Use (the Licence).
2. To access the Software under the Licence, the Provider will require the User to register for an account by providing certain information (e.g. an email address, name, and password).
3. The User acknowledges that they are not granted any ownership of the Software or any proprietary rights in the Software (including Intellectual Property Rights) and, as such, the User does not have permission to alter, reproduce, sell, disassemble, edit, rebrand, distribute, lend, hire, or sub-license the Software or any component part of the Software, or otherwise use the Software in a manner only consistent with ownership of the Software.

Term and Termination of Use of the Paid Version of the Software

1. The clauses within this section (i.e. the section headed “Term and Termination of Use of the Paid Version of the Software”) only apply to an Agreement for the use of the Paid Version of the Software.
2. The Term of the User’s Licence begins on the Effective Date and shall continue for the duration of time agreed to separately in writing between the parties upon entering into the Agreement (whether comprised of a single fixed term or of multiple Recurring Subscription Periods), unless the Agreement is terminated before the end of the Term, in which case the Licence will end immediately on termination.
3. The Agreement may be terminated before the expiry of the Term:

Term and Termination of Use of the Free Version of the Software

1. The clauses within this section (i.e. the section headed “Term and Termination of Use of the Free Version of the Software“) only apply to an Agreement for the use of the Free Version of the Software.
2. The Term of the User’s Licence begins on the Effective Date and shall continue until the Agreement is terminated by either Party.
3. The User may immediately terminate the Agreement by cancelling their account (either by emailing the Provider requesting that their account be cancelled or by following alternative instructions for such provided by the Provider).
4. The Provider may immediately terminate the Agreement by providing written notice to the User of their intention to end the User’s Licence to use the Software.

Effect of Termination

1. When the Agreement is terminated or expires, the User’s Licence to use the Software and the Provider’s obligation to provide the Software will end.
2. If the Agreement is terminated by the User, the User is not entitled to receive a refund for any fees already paid before the date of termination unless:
3. The terms contained in the sections headed “Restrictions on Use”, “Intellectual Property Rights”, “Proprietary Rights to Data”, and “Data Protection and Privacy”, any other terms that by their nature must survive this Agreement, shall remain effective after termination or expiry of the Agreement. All other obligations between the Parties shall end at the time of termination.

Suspension of Use of the Software

1. In the case of a User paying to use the Software on the basis of Recurring Subscription Periods, if a payment is overdue by more than 30 days, the Provider reserves the right to suspend the User’s access to the Software until payment is made in full.

Fees

1. In exchange for use of the Paid Version of the Software, the User agrees to pay the Provider the sum agreed to at the frequency agreed to and via the manner agreed to separately in writing when or before this Agreement is formed (e.g. on the Provider’s website’s sign up or subscription page) (i.e. the Fees).
2. The Provider reserves the right to, from time to time, change the Fees due in relation to Recurring Subscription Periods. Any such changes will be communicated to the User in writing, giving a reasonable period of notice. If the User does not terminate the Agreement before the new fees are implemented and the User continues to use the Software after this date, the User is deemed to have accepted the new Fees.
3. VAT is not applicable to the Fees
4. If the User has agreed to only access and only accesses the Free Version of the Software, they are

Restrictions on Use

1. To use the Software or to hold a Licence to use the Software, an individual must be aged 18-years-old or older and must be capable of entering into a legal contract for the use of the Software.
2. Except as allowed elsewhere in the Agreement, the User must not:

Warranties

1. The Provider warrants that the Software will be provided as a service with reasonable care and skill, as described, and in accordance with these Terms of Use and with any other specifications set out by the Provider and incorporated into the Agreement. If this clause is breached, the User may be entitled to correction of errors or a refund as the Provider considers appropriate.
2. If the User is a Consumer, the Provider warrants that the Software is fit for purpose and of satisfactory quality. If this clause is breached, the User may be entitled to a correction of errors or a refund as appropriate.
3. Aside from the warranties in the two clauses above, the Provider does not provide any warranties regarding the quality, suitability for particular uses, or other aspects of the Software. In particular:
4. The User warrants that it has the right (via rights or interests in or rights to use) to input into the Software any data that it inputs into the Software. Further, the User warrants that any such data is not harmful, corrupted, unlawful, or otherwise in breach of the Agreement.
5. The User warrants that it has a right to use any personal data (as defined by the UK GDPR) that it inputs into the Software. Further, the User warrants that it has a lawful basis for any use made of this personal data in relation to the Software and that all processing of this data that it carries out in relation to the Software is in accordance with the lawful basis for processing and with UK Data Protection Laws generally.

Indemnities

1. The Provider shall indemnify the User against all losses, liabilities, costs, expenses, or damages, whether due to claims or action by third parties or otherwise, that the User directly or indirectly incurs arising out of or as a consequence of any breach of the Provider’s Warranties set out above under the heading “Warranties”.
2. The User shall indemnify the Provider against all losses, liabilities, costs, expenses, or damages, whether due to claims or action by third parties or otherwise, that the Provider directly or indirectly incurs arising out of or as a consequence of any breach of the User’s Warranties set out above under the heading “Warranties”.
3. The Provider shall indemnify the User against any legal proceedings for infringement of Intellectual Property Rights arising out of the User’s use of the Software, in its at-the-time current and unaltered iteration in accordance with the Agreement, that were not caused wholly or in part by the specific manner in which the User used the Software (e.g. due to the specific content that the User entered into the Software). This indemnification is conditional upon the User notifying the Provider of relevant legal proceedings as soon as reasonably possible, the User granting the Provider the sole right to defend the claim(s), and the User offering their reasonable assistance in such.
4. The Provider shall indemnify the User against any losses incurred by the User due to legal claims for breaches of data protection rights brought by data subjects due to their personal data being included in output of the Software (or in the output of other programmes using the same underlying AI model(s)) that was provided to other users (i.e. not the User), after such data was used by the Provider to improve the Software under the licence granted to the Provider in the section headed “Proprietary Rights to Data”.
5. The User shall indemnify the Provider against any reasonably foreseeable direct losses, damages, or reasonable expenses that the Provider incurs in relation to the User’s breach of the Agreement, the User’s infringement of any third party’s rights, or the User’s otherwise unlawful use of the Software.

Limitation of Liability

1. Nothing in this Agreement limits or excludes either Party’s liability in any way for:
2. This clause applies to Consumers only
3. This clause applies to Business Customers only: except as set out in the first clause of this section (i.e. the section headed “Limitation of Liability”) and in the sections headed “Warranties” and “Indemnities”, the Provider shall not have any direct or indirect liability to the User, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this Agreement or in connection with the use or lack of use of the Software, for:
4. This clause applies to Business Customers only
5. Particularly, except as set out elsewhere in these Terms of Use, note that the Provider is not responsible for issues that occur as a result of the User’s use of the Software that may be due to the Software’s use of AI, including but not limited to:

Intellectual Property Rights

1. The Provider retains all Intellectual Property Rights it owns in the Software and in aspects of the Provider’s wider business, including but not limited to trade marks, copyrights, moral rights, patents, design rights, and data rights.
2. The User retains all Intellectual Property Rights it owns in any data or content that they input into the Software or otherwise use as part of their use of the Software.
3. The Provider owns any Intellectual Property Rights arising in, or that are registered in relation to, any original creations produced as output of the Software by the User’s use of the Software in accordance with the Agreement. The User will be granted a non-exclusive, worldwide, royalty-free, sub-licensable, and transferable licence to use any such rights for any commercial (unless they are a Consumer) or non-commercial purposes, so long as such uses do not infringe the Intellectual Property Rights of any third party.
4. If the User inputs data or content in which the User holds Intellectual Property Rights into the Software, and consequent output of the Software contains elements of this data or content as well as data or content in which the Provider (or, in the case of Intellectual Property Rights that the Provider has permission to use, other parties) holds Intellectual Property Rights, all parties involved will retain ownership of their respective Intellectual Property Rights. This clause qualifies the clause on Intellectual Property Rights ownership immediately preceding this clause. Subject to the indemnities set out above, the User is responsible for ensuring that it does not use any such Software output in a way that infringes on the Intellectual Property Rights of any other parties.

Proprietary Rights to Data

1. The User retains all rights, interests, and titles held in any data that it inputs into the Software.
2. The User grants the Provider a royalty-free, worldwide, transferable, irrevocable, perpetual licence regarding any data that the User inputs into the Software, under which the Provider may use the data only when anonymised and aggregated with other users’ data and only in order to improve the Software (e.g. by incorporating the data into the Software by using it to contribute to training the underlying AI model(s)).

Data Protection and Privacy

1. Both the User and the Provider commit to abiding by UK Data Protection Laws in relation to the Software and its development and use. The Provider commits to using any of the User’s data that is provided to it only in accordance with UK Data Protection Laws and will not disclose this data to any third parties unless authorised to do so. For more information on how the Provider uses users’ data, see the Provider’s Website Privacy Policy, accessible here: https://www.realtalkstudio.com/policies/privacy.
2. The User is responsible for and maintains control over any personal data that it is the data controller of or that it is otherwise responsible for and authorised to use as input into the Software. The User (and not the Provider) is responsible for ensuring that processing of any such personal data using the Software is carried out in reliance on a lawful basis for processing and in accordance with UK Data Protection Laws. If such personal data is:

Service Provision Information

1. The Provider reserves the right to make updates or changes to the Software as necessary to maintain, fix, or improve the Software.
2. The User is responsible for ensuring that they have adequate hardware and software to run the Software as intended. The Software has the following compatibility requirements:
3. Descriptions of the Software are available on the Provider’s website. Make sure that you read these before agreeing to the Terms of Use.
4. If the User is a Consumer, the User has a statutory right to cancel the Agreement (e.g. their purchase of access to the Software) within a period of 14 days from the date of purchase. However, by accepting these Terms of Use, the User expressly requests the Provider to grant the User immediate access to the Software following the acceptance of the Terms of Use and the User acknowledges that, in making such a request, they waive the right to cancel as described.
5. The Software has the following functionality:
6. Any complaints regarding the Software or the Provider’s provision of it will be dealt with by the Provider as follows:
7. The Provider does not provide any after-sales services.
8. The Provider can be contacted via email at

Circumstances Beyond the Control of Either Party (Force Majeure)

1. Neither Party shall be liable for any failure or delay in performing their obligations under this Agreement (e.g. provision of payment or of Software) where such failure or delay results from any cause that is beyond the reasonable control of that Party.
2. Such causes include, but are not limited to: power failure, Internet Service Provider failure, acts of God, epidemic, pandemic, civil unrest, fire, flood, droughts, storms, earthquakes, collapse of buildings, explosion or accident, acts of terrorism, acts of war, governmental action, any law, or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota, or prohibition, or any other event that is beyond the control of the Party in question.
3. The Party affected by a circumstance beyond its control shall use all reasonable endeavours to mitigate the effect of the circumstance upon the performance of its obligations.
4. The corresponding obligations of the other Party will be suspended to the same extent as those of the Party affected by the force majeure event.
5. If the delay continues for a period of 30 days, either Party may terminate the Agreement. Other termination methods, as set out above in the sections headed

General Terms

1. If the User is a Business Customer placing an order on behalf of a business, the User confirms that they have the necessary authority to place the relevant order for and on behalf of that business.
2. The Agreement contains the whole agreement between the Parties relating to its subject matter and supersedes all prior discussions, arrangements, or agreements that might have taken place in relation to the Agreement. Nothing in this clause limits or excludes any liability for fraud or fraudulent misrepresentation.
3. Except as allowed above, neither Party may assign, transfer, sub-licence, or sub-contract to any third party the benefit and/or burden of the Agreement or of any of the rights under this Agreement without the prior written consent (not to be unreasonably withheld) of the other Party.
4. No variation of the Agreement will be valid or binding unless it is recorded in writing and signed by or on behalf of both Parties, except that:
5. The Contracts (Rights of Third Parties) Act 1999does not apply to the Agreement and no third party has any right to enforce or rely on any provision of the Agreement.
6. Unless otherwise agreed, no delay, act, or omission by a Party in exercising any right or remedy available in relation to this Agreement will be deemed a waiver of that, or any other, right or remedy.
7. If any court or competent authority finds that any provision or part of the Agreement is invalid, illegal, or unenforceable, that provision or part will, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of the Agreement will not be affected.
8. Nothing in the Agreement will establish any employment relationship, partnership, or joint venture between the Parties, or mean that one Party becomes the agent of the other Party, nor does the Agreement authorise any Party to enter into any commitments for or on behalf of the other Party.
9. Any notice (other than in legal proceedings) to be delivered under the Agreement must be in writing and delivered by email to the email address provided in these Terms of Use (for notices sent to the Provider) or to the email provided by the User when the User registers their account used to access the Software (for notices sent to the User).

Governing Law and Jurisdiction

1. This Agreement will be governed by and interpreted according to the laws of England and Wales.
2. If the User is a Consumer who resides elsewhere in the UK, the User may also make use of any protections given to the User by the laws of the constituent country in which they reside. All disputes and claims arising under the Agreement where the User is a Consumer (including non-contractual disputes or claims) will be subject to the non-exclusive jurisdiction of the courts of England and Wales.
3. If the User is a Business Customer, all disputes and claims arising under the Agreement (including non-contractual disputes or claims) will be subject to the exclusive jurisdiction of the courts of