Terms of Use

1. THESE TERMS & CONDITIONS

1.1. What these terms cover. These are the terms and conditions on which we supply Services (as defined below) (the "Terms & Conditions").

1.2. Use of our website and apps. These Terms & Conditions cover your use of:

(a) our website at https://www.happyscribe.com/ (hereinafter referred to as "Our Site"); and

(b) our HappyScribe mobile applications for iOS (available on the Apple App Store) and for Android (available on Google Play), including any tablet versions of those applications (hereinafter referred to as "Our Apps").

Our Site and Our Apps are together referred to as "Our Platform". Except where the context relates specifically to the website (for example, the licence to use website material in Section 5 and the links provisions in Sections 8 and 9), references in these Terms & Conditions to "Our Site" apply equally to your access to and use of the Services through Our Apps. The use of Our Apps is also subject to the additional terms in Section 6.

1.3. Why you should read them. Please read these Terms & Conditions carefully before you submit your order to us. These Terms & Conditions tell you who we are, how we will provide our Services to you, how you and we may change or end the contract, what to do if there is a problem and other important information.

1.4. Are you a business customer or a consumer? In some areas you will have different rights under these Terms & Conditions depending on whether you are a business customer or a consumer. You are a consumer if:

• You are an individual; and
• You are contracting Services from us wholly or mainly for your personal use (not for use in connection with your trade, business, craft or profession).

1.5. If you are a business customer this is our entire contract with you. If you are a business customer these Terms & Conditions constitute the entire contract between us in relation to your purchase. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of us which is not set out in these Terms & Conditions and that you shall have no claim for misrepresentations based on any statement in this contract.

1.6. If you are a consumer, specific consumer regulations will also be applicable. Therefore, if you are a consumer, these Terms & Conditions constitute the contract between us, but you are also entitled to the relevant protections foreseen in the applicable European regulations and/or in the laws of your country.

2. INFORMATION ABOUT US AND HOW TO CONTACT US

2.1. Who we are. Happy Scribe Limited is a private company limited by shares incorporated in Ireland with company number 604917 and having a registered office at The Black Church, Saint Mary's Place North, Dublin 7. Our registered VAT number is IE3502234EH.

2.2. How to contact us. You can contact our customer service team by writing to us by email at hi@happyscribe.com.

2.3. How we may contact you. If we have to contact you we will do so by writing to you at the email address you provided to us when signing up for our service.

2.4. "Writing" includes emails. When we use the words "writing" or "written" in these Terms & Conditions, this includes emails.

2.5. By using Our Site, or by downloading, installing or using Our Apps, you accept these Terms & Conditions and you agree to comply with them. If you do not agree to these Terms & Conditions, you must not use Our Platform. We recommend that you save a copy of these Terms & Conditions for future reference.

3. OUR SERVICES

3.1. Services we offer. We provide one or more of the following services (the "Services") to you:

(a) Automated transcription and subtitling of audio/video files uploaded or recorded through Our Platform, to include captioning, transcription, subtitling and translation services;

(b) Human transcription of audio/video files uploaded or recorded through Our Platform, to include captioning, transcription and translation services;

(c) Meeting Notetaker service, to include automatic recording of image and sound of any video-call meeting to which the Meeting Notetaker is invited to join, and generation of notes summarising the contents of the meeting, including identification of the different voices and names of the participants to the meeting;

(d) A platform that allows users to verify and correct the content of their transcripts, translations and the notes delivered by the Meeting Notetaker service;

(e) Variety of features directly displayed in Our Site which include, within others, NLP tools, analytics, search, project management tools, sharing functionalities and publishing features. We reserve the right to vary these features at our discretion;

(f) A voice-recording feature within Our Apps that uses your device's microphone to capture audio (for example meetings, interviews, lectures and voice notes) for transcription through the Services, with recordings and transcripts synchronising to your HappyScribe account.

3.2. The Services are provided directly by HappyScribe. However, Services described in clause 3.1 above can also be provided by a third party directly contracted by HappyScribe or (with the exception of Services described in clause 3.1 (b)) through artificial intelligence mechanisms, which may be either developed by HappyScribe or provided by third parties such as OpenAI and Anthropic. Where Your Content is sent to such third-party providers to deliver the Services, it is sent under our enterprise-tier agreements with them and is not used by those providers to train their own models, as confirmed by each provider's published API policy.

3.3. HappyScribe will not be responsible for the quality of the Services provided through artificial intelligence mechanisms.

3.4. The details on how to use each of these Services are described in Our Site.

4. OUR CONTRACT WITH YOU

4.1. Acceptance of these Terms & Conditions. Your acceptance of these Terms & Conditions will take place as soon as you sign up on Our Site and accept our Terms & Conditions, at which point a contract will come into existence between you and us and you will be free to use the contracted Services.

4.2. If we cannot accept your order. If we are unable to accept your order, we will inform you of this and will not charge you for the relevant Service. This might be because of unexpected limits on our resources which we could not reasonably plan for, because we have identified an error in the price or description of the Service or because we are unable to meet a delivery deadline specified.

5. LICENCE TO USE OUR SITE

5.1. We are the owner or licensee of all intellectual property rights in Our Site, and in the material published on it, except for the material provided by you. Those works are protected by intellectual property laws and treaties around the world. All such rights are reserved.

5.2. You may print off one copy, and may download extracts, of any page(s) from Our Site for your personal use and you may draw the attention of others within your organisation to content posted on Our Site.

5.3. You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.

5.4. Our status (and that of any identified contributors) as the authors of content on Our Site must always be acknowledged. You must not use any part of the content on Our Site for commercial purposes without obtaining a licence to do so from us.

5.5. If you print off, copy or download any part of Our Site in breach of these Terms & Conditions, your right to use Our Site will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.

6. OUR APPS (MOBILE APPLICATIONS)

6.1. Licence to use Our Apps. Subject to your compliance with these Terms & Conditions, we grant you a personal, limited, non-exclusive, non-transferable and revocable licence to download and install Our Apps on a device that you own or control, and to use Our Apps to access the Services for your own use. You must not copy, modify, distribute, sell or lease any part of Our Apps, nor reverse-engineer or attempt to extract their source code, except to the extent these restrictions are prohibited by applicable law or you have our written permission. All rights in Our Apps not expressly granted to you are reserved by us, consistent with Section 5.

6.2. Download and app-store terms. Our Apps are made available through the Apple App Store and Google Play. Your download and use of Our Apps is also subject to the terms, rules and policies of the relevant app store, and you are responsible for your app-store account. Where there is a conflict between an app store's terms and these Terms & Conditions in respect of your use of Our Apps, the app store's terms will prevail to the extent of the conflict and only as between you and the app-store provider.

6.3. Apple App Store (applications downloaded from the Apple App Store). Where you download Our Apps from the Apple App Store, you acknowledge and agree that: (a) these Terms & Conditions are concluded between you and HappyScribe only, and not with Apple Inc. ("Apple"), and HappyScribe (not Apple) is solely responsible for Our Apps and their content; (b) the licence granted in clause 6.1 is limited to a non-transferable licence to use Our Apps on any Apple-branded device that you own or control, as permitted by the Usage Rules in the Apple App Store Terms of Service; (c) Apple has no obligation to furnish any maintenance or support services in respect of Our Apps; (d) Apple is not responsible for any product warranties, whether express or implied, and in the event of any failure of Our Apps to conform to any applicable warranty, you may notify Apple and Apple will refund the purchase price (if any) for the app, but to the maximum extent permitted by law Apple has no other warranty obligation in respect of Our Apps; (e) Apple is not responsible for addressing any claims by you or any third party relating to Our Apps, including product-liability claims, any claim that Our Apps fail to conform to any legal or regulatory requirement, and claims arising under consumer-protection or similar legislation; (f) Apple is not responsible for the investigation, defence, settlement or discharge of any third-party claim that Our Apps or your use of them infringe that third party's intellectual property rights; (g) you represent that you are not located in a country subject to a U.S. Government embargo or designated as a "terrorist supporting" country, and that you are not listed on any U.S. Government list of prohibited or restricted parties; and (h) Apple and its subsidiaries are third-party beneficiaries of these Terms & Conditions as they relate to your use of Our Apps, and upon your acceptance Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms & Conditions against you as a third-party beneficiary.

6.4. Device permissions. Some features of Our Apps require access to functions of your device. In particular, the voice-recording feature requires access to your microphone, and the Meeting Notetaker auto-join feature may require access to your calendar (for example Google Calendar or Microsoft Outlook) and to send you notifications. You can grant or withdraw these permissions in your device settings at any time; withdrawing a permission may prevent the relevant feature from working.

6.5. Updates and device requirements. We may issue updates to Our Apps from time to time, and your device may download and install them automatically. We may require you to install an update to continue using Our Apps, and we may stop supporting older operating-system versions; Our Apps currently require iOS 16 or later, or Android 13 or later, and these requirements may change.

6.6. Fees. Our Apps are free to download. Use of the Services through Our Apps is charged in the same way and under the same plan as use through Our Site, as described in Sections 15 and 16. Where any purchase is made through an app store, that purchase is processed by the app-store provider and is subject to the app store's payment, billing and refund terms.

6.7. Recording and synchronisation. Recording audio or video through Our Apps is subject to the recording-consent warranty in clause 12.3. Recordings, transcripts and other content you create in Our Apps are part of Your Content (Section 12), synchronise to your HappyScribe account, and are processed in accordance with these Terms & Conditions and our Privacy Policy.

7. DO NOT RELY ON INFORMATION ON OUR SITE

7.1. The content on Our Site is provided for general information only. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on Our Site.

7.2. Although we make reasonable efforts to update the information on Our Site, to the maximum extent permitted by the applicable laws, we make no representations, warranties or guarantees, whether express or implied, that the content on Our Site is accurate, complete or up to date.

8. LINKS TO OUR SITE

8.1. You may not create a link to Our Site without our prior written consent. If you do create a link to Our Site, you do so at your own risk and the exclusions and limitations set out in these terms will apply to the user using Our Site through this link.

9. LINKS TO OTHER SITES

9.1. Where Our Site contains links to other sites and resources provided by third parties, these links are provided for your information only. Such links should not be interpreted as approval by us of those linked Our Sites or information you may obtain from them. We have no control over the contents of those sites or resources.

10. USER-GENERATED CONTENT IS NOT APPROVED BY US

10.1. Our Site may include information and materials uploaded by other users of the site, including to bulletin boards and chat room. This information and these materials have not been verified or approved by us. The views expressed by other users on Our Site do not represent our views or values.

11. HOW TO COMPLAIN ABOUT CONTENT UPLOADED BY OTHER USERS

11.1. If you wish to complain about content uploaded by other users, please contact us at hi@happyscribe.com.

12. YOUR CONTENT, INCLUDING SERVICES OUTPUT

12.1. By uploading content to, or generating content through, our Platform ("Your Content"), you retain all rights, title, and interest in and to Your Content. This includes any content generated by the Services — such as transcripts, captions, translations, meeting recordings, or the notes and summaries produced by the Meeting Notetaker, and other derivative works — which shall be considered part of Your Content and remain your exclusive property. All intellectual property rights in Your Content remain exclusively with you. To remove any doubt, if any intellectual property rights in the generated content do not automatically belong to you, we hereby assign them to you.

12.2. By uploading or generating Your Content, you grant us a fully paid-up, royalty-free, worldwide, non-exclusive licence to copy, host, reproduce, modify, use, sublicense, publicly perform, display, distribute, and create derivative works of the video, audio and other materials, information and data that make up Your Content, for as long as, and only to the extent, needed for the following purposes: (a) to provide the Services to you in accordance with this Agreement; (b) to perform necessary maintenance, calibration, diagnostic, and troubleshooting of the Services, and to monitor the performance and usage of our Platform; (c) where, and only where, you have opted in to that use (see below and our Privacy Policy), to develop, train and improve machine-learning models; (d) to perform such other actions with Your Content as you may authorise or instruct in writing (an email instruction will suffice); and (e) as required by law. This licence applies both to Your Content as originally provided and to any outputs, transformations, adaptations or derivative works developed from it through the Services.

Limited survival of this licence. The "only as long as, and only to the extent, needed" limitation above does not require us to purge Your Content in a manner that would compromise system integrity, security, or legal compliance. The licence therefore continues, to the limited extent and for the limited time reasonably necessary, in the following cases: (a) Your Content held in routine encrypted backup, archival or disaster-recovery media may persist until overwritten in the ordinary course of our backup cycle; (b) we may retain and process Your Content where, and for as long as, retention is required to comply with a legal obligation, a lawful request or a legal hold, or to establish, exercise or defend legal claims; and (c) where you have shared Your Content into another user's account or a shared workspace, deletion from your account does not require us to remove copies that remain in that other account, which continue to be governed by this licence for so long as that other user retains them. In every case, retention under this paragraph remains subject to your rights and our obligations under our Privacy Policy and applicable data-protection law, including your right to erasure.

Opt-in for machine-learning training. This use is optional and separate from your acceptance of these Terms & Conditions and from your purchase of the Services: you can use the Services in full without opting in, and you can withdraw your opt-in at any time from your account settings or by emailing dataprotection@happyscribe.com. How opted-in Content is used and de-identified for training is described in our Privacy Policy. If you have not opted in, Your Content uploaded on or after the Effective Date is not used to train or maintain any machine-learning models, although the other rights granted to us in this licence continue to apply.

So that we do not retroactively change how Content you already provided is handled, Your Content uploaded before the Effective Date continues under the terms in force when you uploaded it. You can change how that earlier Content is used, including for machine-learning training, at any time from your account settings.

12.3. Recording consent (Meeting Notetaker and direct recording). Where you use the Meeting Notetaker service, or any feature that records audio or video directly through our mobile or web applications, you further represent and warrant that you have obtained, or will obtain prior to the start of the recording, the consent of all participants to the recording with image and sound — including their names, voice and likeness and any document or media element shared during the meeting — where such consent is required by applicable law. National laws on recording differ, and recording confidential communications without consent may constitute a criminal offence in some jurisdictions; you, as the person initiating the recording, are responsible for using the recording features lawfully in your jurisdiction.

12.4. You represent and warrant that: (i) You are the sole and legitimate owner of all rights, title, and interest in Your Content and have full legal authority and capacity to grant the license set forth in Section 12.2; (ii) Your Content is original, accurate, and compliant with all applicable foreign, federal, state, and local laws, rules, and regulations, and does not infringe upon any third-party rights, including but not limited to intellectual property rights, trade secrets, privacy rights, or rights of publicity; (iii) You have obtained, and will maintain throughout the term of this Agreement, all necessary consents, releases, and permissions—including written consent from each and every identifiable natural person whose name, likeness, or voice appears in Your Content—to enable the use, reproduction, modification, and creation of derivative works as provided in Section 12.2; (iv) You acknowledge that you are solely responsible for ensuring that Your Content meets all quality, integrity, and legal standards and does not violate any applicable law or the terms of this Agreement;

You further acknowledge that we are not obligated to pre‑screen Your Content; however, we reserve the right, in our sole discretion, to pre‑screen, refuse, or remove any of Your Content if we determine that it may violate this Agreement or any applicable law.

You agree to indemnify, defend, and hold us, our affiliates, and our respective directors, officers, employees, and agents harmless from and against any and all claims, liabilities, losses, damages, or expenses (including reasonable attorneys' fees) arising out of or relating to any breach of the representations and warranties set forth above, including any claims that Your Content infringes any rights of a third party. This indemnity applies in full if you are a business customer. If you are a consumer, you are responsible to us only for losses that arise from your own breach of these Terms & Conditions or your infringement of third-party rights, and only to the extent permitted by mandatory consumer law.

12.5. You are solely responsible for clearing, securing, and backing up Your Content. We shall not be responsible for any loss or damage to Your Content, except for losses directly attributable to our willful misconduct.

13. RESTRICTED ACCESS

13.1. Our Site is made available free of charge. We do not guarantee that Our Site, or any content on it, will always be available or be uninterrupted. We may suspend or withdraw or restrict the availability of all or any part of Our Site for business and operational reasons. We will try to give you reasonable notice of any suspension or withdrawal. Suspension or withdrawal will not affect orders that have been already accepted.

13.2. You are also responsible for ensuring that all persons who access Our Site through your internet connection are aware of these Terms & Conditions, and that they comply with them.

14. WE ARE NOT RESPONSIBLE FOR VIRUSES AND YOU MUST NOT INTRODUCE THEM

14.1. We do not guarantee that Our Site will be secure or free from bugs or viruses. You are responsible for configuring your information technology, computer programmes and platform to access Our Site. You should use your own virus protection software.

14.2. You must not misuse Our Site by knowingly introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful. You must not attempt to gain unauthorised access to Our Site, the server on which Our Site is stored or any server, computer or database connected to Our Site. You must not attack Our Site via a denial-of-service attack or a distributed denial-of service attack. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use Our Site will cease immediately.

15. SUBSCRIPTIONS AND FEES

15.1. Free trial. If you are a new user, once you have signed up on Our Site you can use a free trial for the first time. After the free trial ends, you will be asked to enter your payment details and to subscribe to the Services as further detailed below. Please refer to https://www.happyscribe.com/pricing to obtain further details on the free trial.

15.2. Pay as you go. You can use our Services on a use-based basis by paying for each order or by adding money to your account.

15.3. Subscription. You can subscribe to our monthly subscription in which case payment is taken upfront at the beginning of each month.

15.4. Fees. Please refer to https://www.happyscribe.com/pricing. We reserve our rights to amend the fees at any time. However, we shall notify you in writing of any change in the fees and any such change shall take effect upon your acceptance at the beginning of the new period of the subscription.

16. PAYMENT

16.1. Where to find the price for the Services. The price of the Services (where applicable) will be the price indicated on the order pages when you place your order. We use our best efforts to ensure that the price of the Services advised to you is correct. However please see section 16.3 for what happens if we discover an error in the price of the Services you order.

16.2. We will pass on changes in the rate of VAT (where applicable). If the applicable rate of VAT changes between your order date and the date we supply the Services, we will inform you of the changes and if you confirm you want to go ahead with the Services we will adjust the rate of VAT that you pay and perform the Services, unless you have already paid for the Services in full before the change in the rate of VAT takes effect.

16.3. What happens if we got the price wrong. It is always possible that, despite our best efforts, some of the Services we offer may be incorrectly priced. We will normally check prices before accepting your order so that, where the Services' correct price at your order date is less than our stated price at your order date, we will charge the lower amount. If the Services' correct price at your order date is higher than the price stated to you, we will contact you for your instructions before we accept your order. If we accept and process your order where a pricing error is obvious and unmistakeable and could reasonably have been recognised by you as a mispricing, we may end the contract, refund you any sums you have paid.

16.4. Our right of set-off if you are a business customer. If you are a business customer you must pay all amounts due to us under these Terms & Conditions in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

16.5. We can charge interest if you pay late. If you do not make any payment to us by the due date we may charge interest to you on the overdue amount at the rate of 2% a year above the base lending rate of Bank of Ireland from time to time. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You must pay us interest together with any overdue amount.

16.6. What to do if you think an invoice is wrong. If you think an invoice is wrong please contact us promptly to let us know. You will not have to pay any interest until the dispute is resolved. Once the dispute is resolved we will charge you interest on correctly invoiced sums from the original due date.

17. YOUR RIGHTS TO MAKE CHANGES

If you wish to make a change to the Services you have ordered please contact us. We will let you know if the change is possible. If it is possible, we will let you know about any changes to the price of the Services, the timing of supply or anything else which would be necessary as a result of your requested change and ask you to confirm whether you wish to go ahead with the change.

18. OUR RIGHTS TO MAKE CHANGES

18.1. Minor changes to the Services. We may change the Services:

18.1.1. to reflect changes in relevant laws and regulatory requirements;

18.1.2. to implement minor technical adjustments and improvements, for example to address a security threat; and

18.1.3. to adapt the Services to changing market conditions, such as increased user numbers, or if the modifications or changes are beneficial to the users, e.g. to make the Services more user-friendly or improve their security.

We will inform you of such modifications within your account in a clear and comprehensive manner. Modifications to the Services in accordance with section 18.1 are made without additional costs to users.

18.2. More significant changes to the Services. If a modification impacts your ability to access or use the Services more significantly, you will have the right to terminate the contract within a period of fifteen (15) days since you receive the notification of the change, unless the accessibility or usability of the Services without the modification is maintained free of charge.

19. PROVIDING THE SERVICES

19.1. When we will provide the Services. During the order process we will let you know when we will provide the Services to you. If you have ordered ongoing services or subscriptions, we will also tell you during the order process when and how you can end the contract.

19.2. We are not responsible for delays outside our control. If our supply of the Services is delayed by an event outside our control (such as a force majeure event) then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. Provided we do this we will not be liable for delays caused by the event, but if there is a risk of substantial delay you may contact us to end the contract and receive a refund for any Services you have paid for but not received. A substantial delay would be considered seven (7) days after the original delivery date specified at the time you hired our Services.

19.3. What will happen if you do not give required information to us. We may need certain information from you so that we can supply the Services to you. If so, this will have been stated in the description of the Services on Our Site. We will contact you in writing to ask for this information. If you do not give us this information within a reasonable time of us asking for it, or if you give us incomplete or incorrect information, we may either end the contract or make an additional charge of a reasonable sum to compensate us for any extra work that is required as a result. We will not be responsible for commencing, supplying or delivering the Services late or not supplying any part of them if this is caused by you not giving us the information we need within a reasonable time of us asking for it.

19.4. Reasons we may suspend the supply of Services to you. We may have to suspend the supply of Services to:

19.4.1. deal with technical problems or make minor technical changes;

19.4.2. update the Services to reflect changes in relevant laws and regulatory requirements;

19.4.3. make changes to the Services as requested by you or notified by us to you (see clauses 17 and 18); and

19.4.4. in case we have reasonable suspicions that the Terms & Conditions are being violated or that the uploaded content is unlawful (e.g., if the audio/video files uploaded violate third party rights or are contrary to morals or good customs).

19.5. Your rights if we suspend the supply of Services. We will contact you in advance to tell you we will be suspending supply of the Services, unless the problem is urgent or an emergency (in which case we will contact you as soon as practicably possible after suspending supply of the Services). If we have to suspend the Services, for any reason, we will adjust the price so that you do not pay for the Services while they are suspended.

19.6. You may contact us to end the contract for the provision of our Services if we suspend it or tell you we are going to suspend it. In either case, the maximum amount of credit that may be refunded will be the amount purchased up to a maximum of one (1) year from the date we suspend the Service. Users have one (1) month from the date we suspend the Service to make a claim.

19.7. We may also suspend supply of the Services if you do not pay. If you do not pay us for the provision of the Services when you are supposed to and you still do not make payment within thirty (30) days of us reminding you that payment is due, we may suspend supply of the Services until you have paid us the outstanding amounts. We will contact you to tell you we are suspending supply of the Services. We will not suspend the Services where you dispute the unpaid invoice (see clause 16.6). We will not charge you for the Services during the period for which they are suspended. As well as suspending the Services we can also charge you interest on your overdue payments (see clause 16.5).

20. YOUR RIGHTS TO END THE CONTRACT IF YOU ARE A BUSINESS CUSTOMER

20.1. You can always end your contract with us. Your rights when you end the contract will depend on what you have bought, whether there is anything wrong with it, how we are performing and when you decide to end the contract:

20.1.1. If what you have bought is faulty or misdescribed you may have a legal right to end the contract (or our Services re-performed or to get some or all of your money back);

20.1.2. If you want to end the contract because of something we have done or have told you we are going to do, see clause 20.2;

20.1.3. In all other cases (if we are not at fault and you are not a consumer exercising your right to change your mind), see clause 20.3.

20.2. Ending the contract because of something we have done or are going to do. If you are ending a contract for a reason set out at clause 20.1.1 to clause 20.1.3 below the contract will end immediately and we will refund you in full for any Services which have not been provided and you may also be entitled to compensation. The reasons are:

20.2.1. we have told you about an upcoming change to the Services which you do not agree to (see clause 18);

20.2.2. we have told you about an error in the price or description of the Services you have ordered and you do not wish to proceed;

20.2.3. there is a risk that supply of the Services may be significantly delayed because of events outside our control;

20.2.4. we have suspended supply of the Services for technical reasons, or notify you we are going to suspend them for technical reasons, in each case for a period of more than three (3) months; or

20.2.5. you have a legal right to end the contract because of something we have done wrong.

20.3. Ending the contract where we are not at fault. Even if we are not at fault, you can still end the contract before it is completed, but you may have to pay us reasonable compensation in the terms indicated below. A contract for the Services is completed when we have finished providing the Services and you have paid for them. If you want to end a contract before it is completed where we are not at fault, just contact us to let us know. The contract will end immediately and we will refund any sums paid by you for Services not provided but we may deduct from that refund (or, if you have not made an advance payment, charge you) reasonable compensation for the costs we will incur as a result of your ending the contract.

21. YOUR RIGHTS TO END THE CONTRACT IF YOU ARE A CONSUMER

21.1. Exercising your right to change your mind if you are a consumer. If you are a consumer then you have a legal right to withdraw from this contract without giving any reason and receive a refund.

21.2. How long do consumers have to change their minds? You have fourteen (14) days after the day we email you to confirm we accept your order. However, once we have completed and delivered the Services you cannot change your mind, even if the period is still running. If you cancel after we have started the Services, you must pay us for the Services provided up until the time you tell us that you have changed your mind. To exercise the right of withdrawal, you must inform us of your decision to withdraw from this contract by an unequivocal statement (see section 22).

21.3. What happens is a consumer withdraws from the contract? If you withdraw from this contract, we shall reimburse to you all payments received from you (see clause 22) without undue delay and in any event not later than fourteen (14) days from the day on which we are informed about your decision to withdraw from this contract. When you withdraw from the contract, you must refrain from using any digital content provided by us and from making it available to third parties.

21.4. When consumers do not have a right to change their minds. Your right as a consumer to change your mind does not apply in respect of:

21.4.1. Services, once these have been completed and delivered to you, even if the cancellation period is still running; and

21.4.2. Services, involving human transcription, for which you expressly waive your right to change your mind by accepting this Terms & Conditions.

22. HOW TO END THE CONTRACT WITH US (INCLUDING IF YOU ARE A CONSUMER WHO HAS CHANGED THEIR MIND

22.1. Tell us you want to end the contract. To end the contract with us, please let us know by doing one of the following:

22.1.1. Email. Email us at hi@happyscribe.com. Please provide your name, home address, details of the order and indicate that you want to end the contract.

22.1.2. Online. Complete follow the directions on Our Site at https://help.happyscribe.com/en/articles/6087172-how-to-delete-your-account

22.2. How we will refund you. If you are entitled to a refund under these Terms & Conditions we will refund you the relevant amount. We will carry out such reimbursement using the same means of payment as you used for the initial transaction, unless you have expressly agreed otherwise; in any event, you will not incur any fees or costs as a result of such reimbursement.

22.3. When your refund will be made. We will make any refunds due to you as soon as possible upon request. If you are a consumer exercising your right to change your mind then your refund will be made within fourteen (14) days of your telling us you have changed your mind.

23. OUR RIGHTS TO END THE CONTRACT

23.1. We may end the contract if you break it. We may end the contract at any time by writing to you if:

23.1.1. you do not make any payment to us when it is due and you still do not make payment within thirty (30) days of us reminding you that payment is due; and

23.1.2. you do not, within a reasonable time of us asking for it, provide us with information that is necessary for us to provide the Services.

23.2. You must compensate us if you break the contract. If we end the contract in the situations set out in clause 23.1 we will refund any money you have paid in advance for any of the Services we have not provided but we may deduct or charge you reasonable compensation for the net costs we will incur as a result of your breaking the contract.

23.3. We may withdraw certain Services. We may write to you to let you know that we are going to stop providing certain Services. We will let you know at least one (1) month in advance of our stopping the supply of the Services and will refund any sums you have paid in advance for Services which will not be provided.

24. IF THERE IS A PROBLEM WITH THE SERVICES

24.1. How to tell us about problems. If you have any questions or complaints, please contact us. You can write to us by email at hi@happyscribe.com.

25. WARRANTY

25.1. Services covered by a Warranty. If you are a consumer resident in an European Economic Area (EEA) country, EEA consumer protection laws give you a legal warranty covering the digital content, services or goods we provide to you. Under this warranty, we are liable for any non-conformity you detect:

25.1.1. within two years of delivery of the Services;

25.1.2. at any time during the "continuous" supply of the Services.

25.2. The laws of your country may grant an even longer warranty. Your rights under these legal warranties are not limited by any other commercial warranties we offer.

26. OUR LIABILITY

26.1. These Terms & Conditions only limit our liability to the extent permitted by applicable law. These Terms & Conditions do not limit or exclude liability for fraud or fraudulent misrepresentation, for death or personal injury caused by our negligence, or for any other liability that cannot be limited or excluded under applicable law.

26.2. Losses and damages. We will not be liable for any loss or damage caused by a virus, denial-of-service attack, or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our webpage or to your downloading of any content on it, or on Our Site linked to it.

26.3. We assume no responsibility for the content of Our Sites linked on Our Site. Such links should not be interpreted as endorsement by us of those linked Our Sites. We will not be liable for any loss or damage that may arise from your use of them.

26.4. We assume no responsibility for Your Content or the use you do of the outcome of our Services. We will not be liable for any liability caused by Your Content uploaded by you or made accessible by you and you will be responsible for the use you do of the outcome of our Services, for which we will guarantee the appropriate quality and level of the Services.

26.5. To the extent permitted by applicable law, we will not be liable for any special, incident, indirect or consequential damages whatsoever, including without limitation damages for loss of business profits, business interruption or loss of business information, however caused, related to the use of the Services. In any case our aggregate liability for the provision of the Services under these Terms & Conditions will not exceed the total amount paid by You for the use of the Services that are subject of the claim in the twelve (12) months immediately preceding the event(s) that first gave rise to the claim. The exclusions and the cap in this clause 26.5 apply in full to business customers. If you are a consumer, they apply only to the extent permitted by applicable law, and nothing in these Terms & Conditions limits or excludes any liability that cannot be limited or excluded under the law of your country of habitual residence (see also clause 26.1).

27. HOW WE MAY USE YOUR PERSONAL INFORMATION

How we will use your personal information. We will only use your personal information as set out in our Privacy Policy.

You must keep your account details safe. If you choose, or you are provided with, a user identification code, password or any other piece of information as part of our security procedures, you must treat such information as confidential. You must not disclose it to any third party.

We have the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time, if in our reasonable opinion you have failed to comply with any of the provisions of these Terms & Conditions.

If you know or suspect that anyone, other than you, knows your user identification code or password, you must promptly notify us at hi@happyscribe.com.

28. OTHER IMPORTANT TERMS

28.1. Changes to these Terms & Conditions. We may revise these Terms & Conditions at any time by amending this page. We will notify you of material changes by email or by a notice in your account, and your continued use of the Services after an update constitutes your acknowledgement of the updated Terms & Conditions. If the changes to the Terms & Conditions imply significant changes to the Services, section 18.2 will apply.

28.2. We may transfer this contract to someone else. We may transfer our rights and obligations under these Terms & Conditions to another organisation.

28.3. You need our consent to transfer your rights to someone else (except that you can always transfer our guarantee). You may only transfer your rights or your obligations under these Terms & Conditions to another person if we agree to this in writing.

28.4. Nobody else has any rights under this contract (except someone you pass your guarantee on to). This contract is between you and us and any person/entity to whom Happy Scribe Limited assigns or transfers the contract under clause 28.2. No other person shall have any rights to enforce any of its terms. Neither of us will need to get the agreement of any other person in order to end the contract or make any changes to these Terms & Conditions.

28.5. If a court finds part of this contract illegal, the rest will continue in force. Each of the paragraphs of these Terms & Conditions operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.

28.6. Even if we delay in enforcing this contract, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these Terms & Conditions, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. For example, if you miss a payment and we do not chase you but we continue to provide the Services, we can still require you to make the payment at a later date.

28.7. Which laws apply to this contract and where you may bring legal proceedings. These Terms & Conditions are governed by Irish law. If you are a business customer, you and we submit to the exclusive jurisdiction of the courts of Ireland. If you are a consumer, your mandatory statutory consumer rights under the law of the country where you have your habitual residence remain unaffected, nothing in this clause deprives you of the protection of the mandatory jurisdiction rules of that country, and you can bring legal proceedings in your local courts.

If you have a complaint or believe that there may be a dispute between us, please first contact us via support@happyscribe.com. In the event that you are unable to reach an agreement, you may (but are not obligated to) use the Online Dispute Resolution (ODR) platform, which can be accessed through the link:

https://ec.europa.eu/consumers/odr/main/index.cfm?event=main.home2.show&lng=EN

If we do not reach an agreement and you do not choose to use the Dispute Resolution Platform, the relationship between us arising out of the use of the Services will be governed by either the laws of Ireland or the laws of the country in which you are ordinarily resident, at your option.

Effective Date

Effective Date of these Terms & Conditions: 8 June 2026.