Design your Baian interpretation plan

ONE‑OFF EVENT TERMS & CONDITIONS (UK) — BAIAN, INC.

Supplier: Baian, Inc. (Delaware C‑Corp), email: team@baian.ai

Customer: Details provided at checkout and shown in the Order Summary (full legal name, registered address, email).

Effective Date: On cleared payment.
Governing Law/Jurisdiction: Laws of England and Wales; courts of England and Wales.

1. Formation and Incorporation

   By clicking “Pay,” Customer agrees to these Terms, the Order Summary shown at checkout, and the Data Processing Addendum (DPA) in Schedule 2. The Order Summary and DPA are incorporated into these Terms and form the Agreement. If there is a conflict, the Order Summary controls for commercial specifics; otherwise these Terms control.

2. Order Summary (Defined)

   “Order Summary” means Customer’s selections at checkout, including: Duration (hours), Event Window (start and end), Languages (outputs), Event Fee (£, if any) or Hourly Rate (£/hr), and any taxes.

3. Service

   Real‑time translation from Arabic speech to the target languages selected in the Order Summary, delivered as captions and text‑to‑speech for those languages. Access via Supplier’s speaker app and a listener page reachable by QR. Internet required. Qur’ān verses use Sahih International (availability may vary).

4. Event Window and Service Start

   Service is available only during the Event Window (start/end) shown in the Order Summary. Service Start is the date/time set in the Order Summary. If payment has not cleared by that time, Service Start occurs when payment clears.

5. Duration, Metering, No Rollover

   Included hours equal the Duration in the Order Summary. Usage meters per minute from session open to session close. Time counts while a session remains open. Unused included hours expire at the end of the Event Window; no credit or refund.

6. Fees, Overdraft, Taxes

   Event Fee (if applicable) is payable at checkout and covers the Duration hours; prices exclude VAT and other taxes, which Customer must pay (other than Supplier income taxes). If no Event Fee is listed, all metered usage is billed at the Hourly Rate in the Order Summary. When an Event Fee and Duration are set, usage beyond Duration is billed as Overdraft per minute at 2× the applicable hourly rate. Overdraft does not extend the Event Window and is invoiced after the Event Window with payment due within 14 days. Fees are non‑refundable once paid, except as required by law.

7. Customer Responsibility and Acceptable Use

   Customer is fully responsible for all speech/content in sessions and for obtaining required notices/consents from speakers and attendees (including consent to recording and storage under Clause 9.2). No unlawful, infringing, abusive, or safety‑critical use; no attempts to bypass security. Customer will indemnify Supplier for claims and losses arising from Customer Content, attendee conduct, or unlawful use.

8. Service and Support

   No uptime SLA. Availability may be affected by maintenance and third‑party outages. Support: team@baian.ai.

9. Data, Recordings, and Privacy (UK GDPR)

   Customer is Controller; Supplier is Processor when processing personal data to provide the Service and associated features. The DPA (Schedule 2) applies. Customer instructs and authorises Supplier to store and host session audio (including original Arabic audio when recorded or uploaded), transcripts, translations, and related artifacts to deliver the Service and post‑event playback features for Customer and its audience. Customer grants Supplier a worldwide, royalty‑free licence during and after the Event Window to use session audio, transcripts, translations, and related data to operate, secure, and improve the Service (including model training and evaluation). Public marketing use [Yes/No]: if “Yes,” Supplier may use anonymised excerpts for demos; no names or logos without consent. Recordings, transcripts, and translations are retained until Customer deletes them or for the retention period noted in Schedule 2, then deleted unless law requires retention. International transfers will use a valid UK transfer mechanism where required.

10. Intellectual Property

    Customer Content remains Customer’s. Supplier’s platform, models, software, and documentation remain Supplier’s.

11. Confidentiality

    Each party will keep the other’s non‑public information confidential for 3 years from disclosure; trade secrets while secret. Standard exceptions apply.

12. Warranties and Disclaimers

    Supplier will provide the Service with reasonable skill and care. Otherwise the Service is provided “as is” and “as available.”

13. Liability

    Nothing limits liability for death or personal injury caused by negligence, fraud, or other non‑excludable liability. Subject to that, each party’s total liability is capped at the fees paid or payable for the one‑off Event. No liability for indirect or consequential loss, or loss of profits, revenue, or data.

14. Suspension

    Supplier may suspend for security risk, legal requirement, or non‑payment, with notice where practicable.

15. Compliance

    Anti‑bribery and trade‑sanctions compliance. B2B use only.

16. Force Majeure

    No liability for delay/failure caused by events beyond reasonable control if mitigated and notified promptly.

17. Notices

    Email is valid. Supplier: team@baian.ai. Customer: the email in the Order Summary. Parties may update notice details by email.

18. Third‑Party Rights

    No third party may enforce this Agreement.

19. Entire Agreement; Order of Precedence; E‑signatures

    This is the entire agreement. Precedence: Order Summary, DPA, these Terms. Changes must be in signed writing (including electronic acceptance). Electronic signatures/assent are valid.

Schedule 1 — Order Summary Fields & Pricing

• Customer full legal name, registered address, email.
• Event Window: start date/time and end date/time.
• Duration (hours).
• Languages (outputs).
• Event Fee (£, if any) and/or Hourly Rate (£/hr).
• Package Hourly Rate = Event Fee ÷ Duration (when both are set); otherwise Hourly Rate applies.
• Overdraft Rate = 2× the applicable hourly rate (per‑minute billing).
• Taxes.
• Invoice term for overdraft: 14 days from invoice.

Schedule 2 — Data Processing Addendum (UK)

Subject matter: Live translation, hosting, and playback features; support. Duration: Event Window plus retention per Clause 9.5; then deletion. Types of data: audio, transcripts, translations, session metadata, device/network metadata, user identifiers. Security: commercially reasonable technical and organisational measures appropriate to the risk. Subprocessors: [list]; Supplier remains liable for subprocessors. International transfers: use a UK‑approved mechanism where required. Incidents: notify without undue delay and share remediation. Assistance: reasonable help with data subject requests and DPIAs. Deletion/return: on Customer instruction or at end of retention, except where law requires retention. Audit: provide recent audit reports or complete security questionnaires; on‑site audit on reasonable notice no more than annually.

Schedule 3 — Service Description & Support

Speaker app for the presenter; listener page accessible via QR. Outputs: captions and TTS in the languages selected in the Order Summary. Limits: depends on microphone quality, ambient noise, accents, domain terms, and network speed. Support: team@baian.ai. Out of scope: custom model training, guaranteed accuracy, event production, or SLAs unless agreed in writing.

This summary is provided for convenience; a full contractual copy is available on request.