Terms and Conditions
We would like to draw your attention to the limitations of our liability contained in paragraph 12.
The Terms will apply to any contract between us for the sale of Products or Services to you (Contract). Please read these Terms carefully and make sure that you understand them, before ordering any Products or Services from the website www.voicetakeaway.com. Please note that by ordering any of our Products or Services, you agree to be bound by these Terms and the other documents expressly referred to in it.
Please note that we only agree to sell Products and Services to businesses. By purchasing Products and Services and accepting these Terms, you warrant that you are a business and not a consumer (see paragraph 5.1 below).
By ticking the box on our “Checkout” page, to confirm that you have read and understood our terms and conditions and licensing, you accept and agree to these Terms. If you refuse to accept these Terms, you will not be able to order any Products from our site.
You should print a copy of these Terms or save them to your computer for future reference.
We may amend these Terms from time to time as set out in paragraph 16. Every time you wish to order Products, please check these Terms to ensure you understand the terms which will apply at that time.
These Terms, and any Contract between us, are only in the English language.
1. Information about us
1.1 We operate the Site under licence from Identity Withheld Limited (Licensor). We are Voice Takeaway Limited, a company registered in England and Wales under company number 08461635 and with our registered office at The Cottages, Regent Road, Altrincham, Cheshire WA14 1RX. Our VAT number is 159 2455 88.
1.2 To contact us, please click here to send an email.
2. Our Products
2.1 The sample sound recordings of the Products on the Site are for illustrative purposes only and do not form part of the Contract. Although we have made every effort to allow demonstrations of Products to be played accurately, we cannot guarantee that your computer’s playback accurately reflects the Products. Your Products may vary slightly from those played on the Site.
2.2 The sound recordings on the Site contain proprietorial sound recordings to indicate our ownership of the copyright in such Recordings. These will not be present in Products we provide.
2.3 The voice artists we engage to create sound recordings may vary from time to time (whether due to sickness, holidays or otherwise) and voice artists used in the creation of samples may not be those used in the creation of your Products or Services. We will use such voice artist(s) that we, in our absolute discretion, deem most appropriate for your Products or Services. We give no warranty that such voice artist(s) will bear resemblance to the sample sound recordings on the Site.
2.4 Any pronunciation notes given by you shall not form part of the Contract. The pronunciation of all words or sounds shall be in our absolute discretion (including as to the interpretation of any pronunciation notes) and there shall be no right to a refund, to reject the Product in question or to rescind the Contract by reason of pronunciation or mispronunciation.
2.5 Any specification given by you as to duration shall not form part of the Contract. We may reject any Order where we do not believe, in our absolute discretion, that the duration specifications are appropriate. Where we have fulfilled an Order there shall be no right to a refund, to reject the Product in question or to rescind the Contract by reason of its duration or any discrepancy between its duration and a duration specification.
2.6 You shall have no right to withdraw, cancel or amend your Order following formation of a Contract pursuant to the Terms.
3. Use of our Site
4. How we use your Personal Information
5. Business Customers
5.1 You warrant that you are a business customer and that you are not purchasing Products or Services from the Site as a consumer. If you are an individual you also warrant that you are over the age of 18.
5.2 You warrant that you have authority to bind any business on whose behalf you use the Site to purchase Products or Services.
6. Formation of Contract for Ready Made Recordings
6.1 This paragraph 6 shall apply to requests for Products made by you on your behalf through the Site (Orders) for the purchase of:
(a) “off the shelf” ready-made sound recordings (including music) (Ready Made Recordings); and
(b) audio recordings ordered by you which contain elements which are “off the shelf” ready-made sound recordings and elements which are bespoke (Personalised Recordings).
6.2 Payment shall become due in respect of the relevant Ready Made Recording or Personalised Recording at the time an Order is placed.
6.3 After you place an Order for a Ready Made Recording or Personalised Recording, you may receive an e-mail from us acknowledging that we have received your Order. However, please note that this does not mean that your Order has been accepted. Our acceptance of your Order will take place as described in paragraph 6.4.
6.4 We will confirm our acceptance to you by sending you an e-mail:
(a) which has the Ready Made Recording attached to it in mp3 format. (in the case of an Order for a Ready Made Recording); or
(b) which confirms that the Order has been accepted (in the case of an Order for a Personalised Recording) (Order Confirmation). The Contract between us will only be formed when we send you the Order Confirmation.
6.5 If we are unable to supply you with a Ready Made Recording or Personalised Recording, for example because that Product is no longer available or our voice artists are not available to complete a Personalised Recording, we will inform you of this by e-mail and we will not process your Order. If you have already paid for the Product, we will refund you the full amount as soon as possible.
6.6 Notwithstanding paragraph 6.4(b) we reserve the right to decline at any time any Order that we, in our absolute discretion, deem unsuitable in content.
7. Formation of Contract for Bespoke Recordings
7.1 This paragraph 7 shall apply to audio recordings ordered by you which are wholly bespoke (Bespoke Recordings).
7.2 After you place an Order, you may receive an e-mail acknowledging that we have received your Order. However, please note that this does not mean that your Order has been accepted.
7.3 We will send you an e-mail containing an estimate of the cost of your Order and our estimated delivery date together with any other information or conditions we believe to be relevant (Bespoke Quote).
7.4 You may accept the Bespoke Quote by replying to it by e-mail with confirmation of your acceptance of it within 2 days or such other time period as is specified in the Bespoke Quote (Relevant Period). The Contract between us will be formed when we receive your confirmation within the Relevant Period.
7.5 Where an e-mail purporting to be an acceptance of a Bespoke Quote is received by us outside of the Relevant Period we may, at our discretion, choose to accept it as acceptance of the Bespoke Quote. If so, the Contract between us will be formed where we send you an e-mail indicating that we have received and accepted your acceptance.
7.6 Payment shall become due in relation to a Bespoke Recording at the time the Contract is formed.
7.7 If we are unable to supply you with a Bespoke Recording, for example because of the unavailability of a voice artist or because of an error in the Bespoke Quote, we will inform you of this by e-mail and we will not process your Order. If you have already paid for the Bespoke Recording, we will refund you the full amount as soon as possible.
7.8 Notwithstanding paragraphs 7.3 to 7.6, we reserve the right to decline at any time any Order that we, in our absolute discretion, deem unsuitable in content.
8.1 Your order will be fulfilled by the estimated delivery date set out in the Order Confirmation or Bespoke Quote (as appropriate) (Estimated Delivery Date), unless there is an Event Outside Our Control. If we are unable to meet the Estimated Delivery Date because of an Event Outside Our Control, we will contact you with a revised Estimated Delivery Date.
8.2 We intend, but shall have no obligation, that Estimated Delivery Dates shall be 14 days or fewer or, in the case of a “Fast Track Order”, 7 days or fewer following the date payment is made.
8.3 Time shall not be of the essence and a failure to deliver by the Estimated Delivery Date shall not entitle you to a refund (whether in whole or in part) or to rescind the Contract. We may, in our absolute discretion, choose to provide you with a full or partial refund if we fail to deliver by the Estimated Delivery Date.
8.4 Delivery will be completed when we deliver the Products as an attachment to an e-mail to the e-mail address you gave us or, at our discretion, by sending a CD or other form of electronic data storage to you by post.
8.5 We shall not be responsible for any failure to deliver to you if e-mail delivery is not possible due to restrictions on the capacity of your e-mail account to receive e-mails (Email Restrictions) or an Event Outside Our Control. If it is not possible to carry out e-mail delivery due to Email Restrictions or an Event Outside Our Control, we shall be entitled to demand and receive in advance our reasonable costs in producing and delivering the Product to you by CD or other physical electronic data storage format before delivery takes place.
8.6 The Products will be your responsibility from the completion of delivery.
8.7 Without limiting any of our other rights or remedies, if you fail to make any payment due to us under the Contract on the date it is due (as determined pursuant to paragraphs 6.3 and 7.6), then we shall not have any obligation to deliver Products or perform Services under the Contract until such payment is made and the estimated date upon which delivery is intended to take place shall be postponed by the length of such delay in payment.
9. Intellectual Property
9.1 Copyright means all copyright and rights in the nature of copyright in any part of the world.
9.2 Save as provided in paragraph 9.4, all Copyright in or arising out of or in connection with the Products and Services shall be retained by us or the Licensor (as appropriate). You shall not acquire ownership of any Copyright pursuant to the Contract.
9.3 For the avoidance of doubt, this paragraph 9 shall also apply to Products that we make available for free download through the Site as well as to Products sold through the Site.
9.4 Where you make an Order for a Personalised Recording or a Bespoke Recording you shall be entitled to retain all of such Copyright as you may, prior to such Order, own or be entitled to in the text with which you provide us to create such Product. You grant us a non-exclusive licence to use such Copyright in producing the Personalised Recording or Bespoke Recording (as appropriate). We shall own all of the Copyright in the sound recording that is produced pursuant to such Order and we shall retain all Copyright (including both the text and the sound recording) in any other part of the Product, including in “off the shelf” ready-made recordings.
9.5 You may not use any Product in connection with the following:
(a) advertising in any media;
(b) in television programmes, bumpers, promos or any other televisual broadcast;
(c) in radio commercials, promos, liners, production elements, station branding packages or any other form of broadcast radio audio;
(d) in cinema commercials, promos, advertisements or any other form of film or cinema usage;
(e) in any computer or software application or any app for any device or software;
(f) in any games or gaming software;
(g) inside toys or any appliance that “talks”;
(h) in any software packages;
(i) in in-store marketing messages, promos, point of sale marketing, station branding or any other form of in-store advertising;
(j) any form of commercial performance;
(k) in physical items;
(l) in any item that will be sold;
(m) for broadcasts, including on demand broadcasts, in any medium.
9.6 Upon delivery of a Product, subject to paragraph 9.5 we grant to you a non-exclusive licence of the sound recording in such Product for the following uses within your own business only:
(a) telephone on-hold announcements, answerphone greeting messages and switchboard instructions;
(b) online films as narration including product demonstrations, company overviews, webinars, YouTube videos and viral collateral;
(c) embedded sound in your website;
(d) role-play, recorded lessons, lecture content, facts and aide memoirs to include in educational and training material;
(e) content for online and e-learning courses;
(f) in presentations;
(g) at conferences, award ceremonies, parties, public relations events, rallies and celebrations.
9.7 Subject to paragraph 9.5, in addition to those uses permitted pursuant to paragraph 9.6 above, where a Product consists exclusively of a sound recording of music and does not contain any voice recordings (Music Recording), upon delivery of a Music Recording you are granted a non-exclusive licence of the sound recording for the following uses within your own business only:
(a) as part of an online video, powerpoint presentation, demonstration, corporate video, corporate DVD or multimedia presentation;
(b) converting the file into any format required for your project including being made shorter, looping or splicing together in order to make variations of the playback;
(c) speaking over the music or playing the music on its own as part of your production or project;
(d) singing over the music as part of a corporate promotion, not as a song for sale;
(e) website background music, in online videos, including You Tube, podcasts and in viral campaigns.
9.8 You shall not, save as expressly provided in this paragraph 9:
(a) grant sub-licences under this agreement; or
(b) assign any of your rights or obligations under this agreement or subject any of your rights or obligations under this agreement to any mortgage, charge, pledge, lien, option or anything equivalent; or
(c) reproduce, copy, duplicate or re-sell our Products or any part of them.
9.9 You shall have the right to grant to any person a sub-licence of any of your rights under this agreement in relation to Music Recordings or those Products designated by us as “Audio Logos” only, provided that:
(a) the terms of any sub-licence are in writing and are substantially the same as the terms of this agreement (except that the sub-licensee shall not have the right to sub-licence its rights) and you agree to provide us with a copy of the sub-licence on request;
(b) all sub-licences granted shall terminate automatically on termination or expiry of this agreement; and
(c) you will be liable for all acts and omissions of any sub-licensee and shall indemnify us against all costs, expenses, claims, loss or damage incurred or suffered by us, or for which we may become liable (whether direct, indirect or consequential and including any economic loss or other loss of profits, business or goodwill), arising out of any act or omission of any sub-licensee, including any product liability claim relating to any product manufactured or supplied by the sub-licensee.
9.10 We may terminate the licences granted by us pursuant to this paragraph 9 (Licences) if you commit a breach of the Terms or the Contract and (if such breach is remediable) you fail to remedy that breach within 7 days of being notified in writing to do so.
9.11 The Licences shall terminate automatically upon the first to occur of the following circumstances:
(a) you enter into, any compromise or arrangement with your creditors;
(b) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with your winding up or bankruptcy;
(c) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given, or if an administrator is appointed over you;
(d) a floating charge holder over your assets has appointed an administrative receiver;
(e) any event occurs, or proceeding its taken, with respect to you in any jurisdiction to which you are subject that has an effect equivalent or similar to any of the events mentioned in paragraph 9.11(a) to paragraph 9.11(d) (inclusive); and
(f) a superior licence of the Copyright in question granted to us by the Licensor is terminated or expires for whatever reason.
9.12 On expiry or termination of the Licences for any reason:
(a) all rights and licences granted pursuant to this agreement shall cease;
(b) you shall cease to make any use of the Copyright which is the subject of the Licences;
(c) within 7 days after the date of termination you shall promptly destroy, at your expense, Products (and copies of Products in whatever format) that are within your possession or control.
9.13 Save as provided in paragraph 9.4, we warrant that we are the legal and beneficial owner or licensee of the Copyright in the Products and Services.
9.14 Nothing in the Terms shall constitute any representation or warranty that your exercise of rights granted under the Terms will not infringe the rights of any person.
9.15 We will indemnify you and hold you harmless on an indemnity basis only against damages (including reasonable costs) that may be awarded or payable by you to any third party in respect of any claim or action that your use of Products infringes the intellectual property rights of any third party (an Intellectual Property Infringement) provided that:
9.15.1 your use of Products is in accordance with and has not breached or contravened the Terms or any Licence granted to you;
9.15.2 you give notice to us of any suspected Intellectual Property Infringement forthwith upon becoming aware of the same;
9.15.3 you give us the sole conduct of the defence to any claim or action in respect of an Intellectual Property Infringement and do not at any time admit any liability or otherwise settle or compromise or attempt to settle or compromise the said claim or action except on our express instructions; and
9.15.4 you act in accordance with our reasonable instructions and give us such assistance as we shall reasonably require in respect of the conduct of the said defence including without prejudice to the generality of the foregoing the filing of all pleadings and other court process and the provision of all relevant documents.
10. Price of Products and Delivery Charges
10.1 The prices of the Products and Services will be as quoted on the Site from time to time or, in the case of Bespoke Recording (and any Services to be provided in conjunction with a Bespoke Recording), as set out in our Bespoke Quote. We attempt to ensure that the prices of Products and Services are correct at the time when the relevant information was entered onto the system. However, if we discover an error in the price of Product(s) or Service(s) you ordered, please see paragraph 10.5 for what happens in this event.
10.2 Prices for our Products and Services may change from time to time, but changes will not affect any order which we have confirmed with an Order Confirmation or any Bespoke Quote which you have accepted.
10.3 All amounts payable by you under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by us to you, you shall pay to us such additional amounts in respect of VAT as are chargeable on the supply of the Services or Goods at the same time as payment is due for the supply of the Services or Goods.
10.4 The price of a Product or Service does not include delivery charges (if any).
10.5 From time to time, some of the Products or Services on our site may be incorrectly priced. If, following formation of the Contract:
(a) the correct price of the Product or Service is less than the price stated on our site, we will charge the lower amount when dispatching the Product to you or performing the Service. However, if the pricing error is obvious and unmistakeable and could have reasonably been recognised by you as a mispricing, we do not have to provide the Product or Service to you at the incorrect (lower) price; and
(b) the correct price of the Product or Service is higher than the price stated on our site, we will contact you as soon as reasonably practicable to inform you of this error and we will give you the option of continuing to purchase the Product or Service at the correct price or cancelling your order. We will not process your order until we have your instructions. If we are unable to contact you using the contact details you provided during the order process, we will treat the order as cancelled and notify you in writing.
11. How to pay
11.1 You can pay for Products and Services by the following means:
(a) those credit or debit cards listed on our “Checkout” page from time to time;
(b) the payment service provider PayPal (Europe) S.à.r.l et Cie, S.C.A.
11.2 Payment for the Products and Services and all applicable delivery charges is to be made pursuant to paragraph 6.2, 7.6 or 8.5 (as appropriate) and we will charge your debit card or credit card accordingly.
12. Our liability
12.1 We only supply the Products and Services for use by your business and in accordance with the Licences as set out in paragraph 9.
12.2 Nothing in these Terms limit or exclude our liability for:
(a) death or personal injury caused by our negligence; or
(b) fraud or fraudulent misrepresentation; or
(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession) or section 2 of the Supply of Goods and Services Act 1982; or
(d) losses for which it is prohibited by section 7 of the Consumer Protection Act 1987 to prohibit; or
(e) any other matter for which it would be illegal or unlawful for us to exclude or attempt to exclude our liability.
12.3 Subject to paragraph 12.2, we will under no circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
(a) any loss of profits, sales, business, income or revenue;
(b) loss or corruption of data, information or software;
(c) loss of business opportunity;
(d) loss of anticipated savings;
(e) loss of goodwill;
(f) loss of damages (including exemplary damages) for distress, anxiety or stress; or
(g) any indirect or consequential loss.
12.4 Subject to paragraph 12.2 and paragraph 12.3, our total liability to you in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price of the Products and/or Services provided for in the Contract.
12.5 Except as expressly stated in these Terms, we do not give any representation, warranties or undertakings in relation to the Products or Services. Any representation, condition or warranty which might be implied or incorporated into these Terms by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, we will not be responsible for ensuring that the Products are suitable for your purposes.
13. Events outside our control
13.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under a Contract that is caused by an Event Outside Our Control. An Event Outside Our Control is defined below in paragraph 13.2.
13.2 An Event Outside Our Control means any act or event beyond our reasonable control, including without limitation strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, or failure of public or private telecommunications networks or internet servers or impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport.
13.3 If an Event Outside Our Control takes place that affects the performance of our obligations under a Contract:
(a) we will contact you as soon as reasonably possible to notify you; and
(b) our obligations under a Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. Where the Event Outside Our Control affects our delivery of Products or Services to you, we may attempt to contact you to use an alternative delivery method (see paragraph 8.5) or arrange a new delivery date with you after the Event Outside Our Control is over.
14. Communications between us
14.1 When we refer, in these Terms, to “in writing”, this will include e-mail.
14.2 If we have to contact you or give you notice in writing, we will do so by e-mail or by pre-paid post to the address you provide to us in your order.
14.3 Please note that any notice given by you to us, or by us to you, will be deemed received and properly served immediately when posted on our website, 24 hours after an e-mail is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee. The provisions of this paragraph shall not apply to the service of any proceedings or other documents in any legal action.
15. Other important terms
15.1 We may assign our rights and obligations under a Contract to another organisation, but this will not affect your rights or our obligations under these Terms.
15.2 You may not assign your rights or your obligations under these Terms.
15.3 The Contract is between you and us. No other person shall have any rights to enforce any of its terms (whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise).
15.4 Each of the paragraphs and sub-paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining paragraphs and sub-paragraphs will remain in full force and effect.
15.5 If we fail to insist that you perform any of your obligations under these Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
15.6 These Terms are governed by English law and a Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), will be governed by English law. We both agree to the exclusive jurisdiction of the courts of England and Wales.
15.7 We will provide any audio you require in whatever format you need. Unfortunately, we can’t offer tech support or advice on telephone systems or audio upload information. If you are having trouble uploading your Voice Takeaway audio, we suggest you refer to your user manual, contact the manufacturer of your system or search online for tech help. We only provide professional voiceover audio and production services; tech help is sadly beyond our remit.
16. Our right to vary these Terms
16.1 We may revise these Terms from time to time, including without limitation in the following circumstances:
(a) changes in how we accept payment from you;
(b) changes in relevant laws and regulatory requirements; and
(c) changes in commercial practice or business model.
16.2 Every time you order Products or Services from us, the Terms in force at that time will apply to the Contract.