These Terms of Use ("Terms") govern access to and use of the GovClerk platform, including GovClerk Minutes (govclerkminutes.com) and GovClerk Portal (govclerkpartners.org) (together, the "Services"), provided by GovClerk, Inc. ("GovClerk", "we", "us"). By creating an account, subscribing to a plan, or using the Services, you ("Customer", "you") agree to these Terms. If you are entering into these Terms on behalf of an organization, you confirm you have authority to bind that organization.
These Terms are supplemented by the Privacy Policy, the Acceptable Use Policy, the Data Processing Addendum ("DPA") and the Refund Policy, each incorporated by reference. Where you and GovClerk have signed a separate order form, master subscription agreement or public-sector addendum, that document prevails over these Terms to the extent of any conflict.
1.1 GovClerk provides software that records or ingests meeting audio and video, produces transcripts and draft meeting records, supports review and approval workflows, and — in the case of GovClerk Portal — broadcasts proceedings and publishes approved records to a public-facing portal.
1.2 The Services are provided on a subscription basis according to the plan you select. Plan allowances, including seats, meetings, processing minutes, storage and retention periods, are set out on our pricing pages or in your order form.
1.3 We may improve, modify or add features to the Services. We will not materially reduce the core functionality of a paid plan during a paid term without notice and, where the reduction is material, the option to terminate and receive a pro-rata refund of prepaid fees.
2.1 You must provide accurate account information and keep it current. You are responsible for all activity under your account and for the security of your credentials.
2.2 You must be at least 18 years old and legally capable of entering into a binding contract. The Services are intended for organizational use, not consumer use.
2.3 You are responsible for ensuring that each user you authorize complies with these Terms and the Acceptable Use Policy.
3.1 The Services use automated speech recognition and generative models to produce transcripts, summaries and draft meeting records. These outputs are drafts prepared for human review. They may contain errors, omissions, misattributed speech, or incorrect characterization of motions, seconds, votes or resolutions.
3.2 GovClerk does not certify, validate, notarize or confer legal status on any record. A draft produced by the Services becomes an official record only when your organization reviews, corrects, approves and adopts it under your own governing rules, charter, statute or standing orders. You remain solely responsible for the accuracy, completeness and legal sufficiency of your records.
3.3 Nothing in the Services or in our marketing constitutes legal, compliance, governance or records-management advice. Where a record carries statutory, regulatory, evidential or fiduciary consequences, you should obtain advice from your own legal counsel, clerk, corporate secretary or governance adviser.
3.4 Any accuracy figures we publish are indicative measurements taken under stated test conditions and are not a warranty of accuracy for your recordings, accents, languages, audio quality or subject matter.
4.1 You are solely responsible for determining whether you may lawfully record, upload, process, transcribe, store, share and publish any meeting, and for obtaining every consent, notice, authorization or approval required to do so.
4.2 Recording and privacy laws differ materially between countries and, in federal systems, between states, provinces and territories. Your obligations may include, without limitation: obtaining consent from all participants rather than only one; giving notice before recording begins; recording only where a lawful basis exists under applicable data-protection law; observing rules about closed, confidential, executive or in-camera sessions; honoring restrictions on publishing personal information, identities of minors, health information, disciplinary matters or legally privileged discussion; and complying with statutory requirements for the form, content, timing and availability of official records.
4.3 Where your organization is a public body, you are responsible for compliance with the open-meeting, notice, minute-content, retention and public-access rules applicable in your jurisdiction, and for any disclosure required by your own policy on the use of automated tools in preparing records.
4.4 You will not upload content you are not entitled to process, and you will promptly delete content you cease to have the right to hold.
5.1 Subscription fees are payable in advance, monthly or annually, according to your plan. Prices are published on our pricing pages.
5.2 All prices and fees are stated in United States dollars (USD). Card and self-serve purchases are processed by Paddle.com Market Ltd, which acts as merchant of record for those transactions and is the seller of record for your receipt and for applicable transaction taxes, including US sales tax, VAT and GST. Paddle's own terms apply to the payment transaction. Your card issuer or bank may apply a currency-conversion charge where your account is not denominated in USD; that charge is applied by your bank and not by GovClerk. For some regions we may use an alternative payment processor; the processor applicable to your purchase is shown at checkout.
5.3 For annual and multi-year contracts, and for all public-sector purchases, we invoice directly in USD against a purchase order where required. Payment terms are net 30 from the invoice date unless your order form states otherwise. We accept ACH, wire transfer and check. A completed IRS Form W-9, vendor-registration forms, certificates of insurance and a full procurement pack are supplied on request.
5.4 Fees are exclusive of value-added tax, goods-and-services tax, sales tax, withholding tax and similar charges, which will be added where applicable. Where you are required to withhold tax, you will gross up so that we receive the full invoiced amount. If you are registered for VAT or GST, provide your registration number at checkout or before invoicing.
5.5 Subscriptions renew automatically for successive terms of the same length unless cancelled before the end of the current term. You may cancel at any time from your account settings or, for invoiced contracts, by written notice before the renewal date; cancellation takes effect at the end of the current paid term. Where your purchase is subject to appropriation of funds, the non-appropriation provisions of your order form or public-sector addendum apply.
5.6 Usage above your plan allowance is billed at the overage rates published on our pricing pages.
5.7 We may change prices with at least 30 days' notice before a renewal. Price changes never apply within a term you have already paid for.
5.8 Refunds are governed by the Refund Policy. Except as stated there, or as required by mandatory local consumer or public-procurement law, fees are non-refundable.
6.1 You retain all rights in the recordings, documents, transcripts, records and other material you or your users submit ("Customer Content"). We claim no ownership of it.
6.2 You grant us a limited, worldwide, non-exclusive license to host, store, transmit, process and display Customer Content solely to provide, secure, support and maintain the Services, and to comply with law.
6.3 We do not use Customer Content to train generative models, and we do not permit our model providers to do so. Where we use aggregated, de-identified operational data to monitor and improve service performance, it contains no Customer Content and cannot identify you, your organization or any individual.
6.4 We retain all rights in the Services, our software, models, templates, documentation, trademarks and brand. Except for the limited right to use the Services under these Terms, no license is granted. You may not copy, reverse engineer, resell, sublicense, benchmark for publication, or build a competing product from the Services.
6.5 If you send us feedback or suggestions, we may use them without obligation or attribution.
7.1 Where we process personal data on your behalf, we act as processor and you act as controller, or the equivalent roles under your applicable law. Our DPA sets out the details of processing, the subprocessors we use, the security measures we apply and the transfer mechanisms we rely on.
7.2 Our Privacy Policy describes how we handle personal information and identifies the data-protection frameworks we operate under, including US state privacy laws such as the CCPA as amended by the CPRA, the EU General Data Protection Regulation, the UK GDPR, the Australian Privacy Act 1988, the New Zealand Privacy Act 2020, Canadian PIPEDA and South Africa's Protection of Personal Information Act.
7.3 We host the Services on established cloud infrastructure. Our default processing region is set out in the DPA. Region-pinned deployment, including in-region storage and processing, is available on eligible plans and by written agreement; contact us before purchase if data residency is a requirement.
7.4 We apply encryption in transit and at rest, role-based access controls, logging of administrative actions, and least-privilege access for support staff. Our current security overview and completed vendor security questionnaire are available on request.
7.5 We will notify you without undue delay after becoming aware of a personal-data breach affecting your Customer Content and will provide the information you reasonably need to meet your own notification obligations.
8.1 We aim to keep the Services available at all times other than planned maintenance, which we schedule outside common business hours where reasonably possible.
8.2 Support channels, hours and target response times are published on our contact page. Contracted service-level commitments, where offered, are set out in your order form or service-level annex.
8.3 Accessibility. GovClerk Portal is built to conform to the Web Content Accessibility Guidelines (WCAG) 2.1 Level AA. Our current Accessibility Conformance Report, prepared using the Voluntary Product Accessibility Template, is available on request and states any partial-support items and our remediation timeline. Public-facing pages you publish through the Portal inherit the accessibility characteristics of our templates; content you upload, including documents, images and pre-recorded media, remains your responsibility to make accessible. Live proceedings include real-time captions; captions are automatically generated and, where your obligations require a higher standard of accuracy, you remain responsible for arranging human-verified captioning or interpretation.
9.1 We may suspend access where necessary to protect the Services or other customers, to address a security incident, to comply with law, or where fees remain unpaid after written notice. We will restore access once the cause is resolved.
9.2 Either party may terminate for material breach that remains uncured 30 days after written notice.
9.3 On termination, your right to use the Services ends. You may export your Customer Content for 30 days after termination, after which we delete it in accordance with our retention schedule, except where we must retain it by law. Where you are a public body subject to a records-retention schedule, tell us before termination and we will agree an export and retention plan.
10.1 We warrant that we will provide the Services with reasonable skill and care and in a manner consistent with generally accepted industry practice.
10.2 Except as expressly stated, and to the maximum extent permitted by applicable law, the Services are provided "as is" and we disclaim all other warranties, express or implied, including fitness for a particular purpose, merchantability, non-infringement, and any warranty that output will be accurate, complete, error-free, uninterrupted, or sufficient to satisfy any legal or regulatory requirement.
10.3 Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited, including liability for death or personal injury caused by negligence, or for fraud or fraudulent misrepresentation. Where you deal with us as a consumer, your mandatory statutory rights are unaffected.
11.1 Neither party is liable for indirect, special, incidental, consequential or punitive loss, or for loss of profit, revenue, goodwill, anticipated savings or data, other than our obligation to maintain backups as described in the DPA, however arising.
11.2 Subject to clause 10.3, each party's total aggregate liability arising out of or in connection with these Terms is limited to the total fees paid or payable by you for the Services in the 12 months preceding the event giving rise to the claim.
11.3 Without limiting clause 11.2, we are not liable for any decision, resolution, disclosure, publication, omission, penalty, audit finding, dispute or loss arising from your reliance on draft output that you did not review, correct and adopt in accordance with clause 3.
12.1 You will indemnify us against claims, losses and reasonable costs arising from your Customer Content, your use of the Services in breach of these Terms or applicable law, or your failure to obtain a required consent, notice or authorization under clause 4. Where you are a public body and applicable law limits your ability to indemnify, this clause applies only to the extent permitted by that law.
12.2 We will defend you against third-party claims that the Services, as provided by us and used in accordance with these Terms, infringe that third party's intellectual property rights, and will pay damages finally awarded or agreed in settlement. This does not apply to claims arising from Customer Content, from modifications you make, or from use in combination with material we did not supply.
13.1 These Terms and any dispute or claim arising out of or in connection with them, including non-contractual claims, are governed by the laws of the State of Delaware, United States, excluding its conflict-of-law rules and excluding the United Nations Convention on Contracts for the International Sale of Goods.
13.2 The parties will first attempt to resolve any dispute in good faith within 30 days of written notice. Failing resolution, the state and federal courts located in Delaware have non-exclusive jurisdiction. Nothing prevents either party from seeking injunctive or interim relief in any competent court.
13.3 Public-sector and regulated buyers. Where your procurement rules, statute, charter or governing policy require a different governing law, venue, contract form, or terms regarding sovereign immunity, appropriation of funds, termination for convenience, or treatment of the contract as a public record, contact us before purchase. We routinely contract under a customer order form, master agreement or public-sector addendum that adopts the buyer's governing law and venue, and we can supply our master subscription agreement, data processing addendum, security schedule, accessibility conformance report, insurance certificates and completed vendor questionnaire for your procurement file.
13.4 Where mandatory law in your country or state grants you rights or remedies that cannot be waived by contract, those rights apply notwithstanding clause 13.1. Nothing in these Terms requires either party to act contrary to applicable public-records, open-meeting or freedom-of-information law.
14.1 Changes. We may update these Terms. We will post the revised version with a new "Last revised" date and, for material changes affecting paid subscriptions, give at least 30 days' notice by email or in-product notice. Continued use after the effective date constitutes acceptance; if you do not accept, you may terminate and receive a pro-rata refund of prepaid, unused fees.
14.2 Notices. Legal notices to us go to legal@govclerkminutes.com and to {{REGISTERED_OFFICE}}. Notices to you go to the email on your account.
14.3 Assignment. You may not assign these Terms without our consent, except to a successor of your business. We may assign to an affiliate or in connection with a merger, acquisition or sale of assets.
14.4 Subcontractors and affiliates. We may perform our obligations through affiliates and subprocessors listed in the DPA, and remain responsible for their performance.
14.5 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control.
14.6 Publicity. Neither party will use the other's name or marks publicly without prior written consent, except that we may include you in a customer list if you agree in writing.
14.7 Severability, waiver, entire agreement. If a provision is unenforceable, the remainder continues in force. A failure to enforce is not a waiver. These Terms, with the documents incorporated by reference and any signed order form, are the entire agreement between the parties and supersede prior discussions.
14.8 Group structure. The Services are provided by GovClerk, Inc.. Product development and operations are carried out by GovClerk group companies in more than one country, including GovClerk (Pty) Ltd. Details of the contracting entity for your region are available on request.
The following apply only where you are established in, or your recordings are made in, the stated region, and only to the extent applicable.
A1. United States. Recording-consent requirements are set by state law and some states require the consent of all parties to a conversation; you are responsible for identifying and meeting the applicable standard in every state where participants are located. Where you are a public body, you are responsible for compliance with your state's open-meetings statute and public-records act, with any applicable records-retention schedule, and with your obligations under Title II of the Americans with Disabilities Act and, where federally funded, Section 508 of the Rehabilitation Act. Public-sector buyers may request a US public-sector addendum under clause 13.3, including provisions on non-appropriation, termination for convenience, and treatment of the contract as a public record.
A2. United Kingdom. Processing of personal data is subject to the UK GDPR and the Data Protection Act 2018, and to the DPA including the transfer mechanism stated there. You are responsible for identifying your lawful basis for recording and for any data-protection impact assessment your organization requires. Public authorities remain responsible for obligations under the Freedom of Information Act 2000 and applicable local-government access-to-meetings rules.
A3. European Economic Area. Processing is subject to the EU General Data Protection Regulation and to the DPA including the transfer mechanism stated there. You are responsible for identifying your lawful basis for recording and for any data-protection impact assessment your organization requires.
A4. Australia. Processing is subject to the Privacy Act 1988 (Cth) and the Australian Privacy Principles. State and territory surveillance-devices and recording legislation may impose additional consent obligations for which you are responsible. Public bodies remain responsible for obligations under applicable freedom-of-information legislation.
A5. New Zealand. Processing is subject to the Privacy Act 2020 and the Information Privacy Principles. Public bodies remain responsible for obligations under the Local Government Official Information and Meetings Act 1987 and the Official Information Act 1982.
A6. Canada. Processing is subject to PIPEDA or applicable provincial privacy legislation. Public bodies remain responsible for obligations under applicable access-to-information and privacy statutes.
A7. South Africa. Processing is subject to the Protection of Personal Information Act, 2013. Recording of communications may be subject to the Regulation of Interception of Communications and Provision of Communication-Related Information Act, 2002, and you are responsible for obtaining any consent it requires. Public bodies remain responsible for obligations under the Promotion of Access to Information Act, 2000, and the Local Government: Municipal Systems Act, 2000.
A8. Other regions. Where you are established outside the regions listed above, you remain responsible under clause 4 for identifying and meeting local recording, privacy and records-law requirements. We will support reasonable requests for information needed for your own compliance assessment.