Terms of Business

1. Introduction

1.1           These Terms of Business govern our appointment by the Client. The Terms of Business apply to all services we provide and supersede any other terms that the Client may seek to impose or include, or any terms which may be implied through the course of dealing, trade or practice.

1.2           If a court or other competent authority finds that any provision of these Terms of Business (or part of any provision) is invalid, illegal, or unenforceable, that provision or part-provision shall, be deemed deleted, and the validity and enforceability of the other provisions of these Terms of Business shall not be affected.

1.3           If any invalid, illegal or unenforceable provision of these Terms of Business would be valid, legal and enforceable if a part of it were deleted or modified, the provision shall apply with the minimum modification required to make it legal, valid and enforceable.

1.4           Except as set out in these Terms of Business, any variation or waiver, including the introduction of any additional terms and conditions to these Terms of Business shall only be binding when agreed in writing and signed by JA Transcription.  

1.5           These Terms of Business, and any dispute or claim arising out of or in connection with them (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.

 

2. Definitions and Interpretation

2.1           In these Terms of Business “JA Transcription”, “we” or “our” refers to JA Transcription and any employees, agents, representatives or appointed subcontractors.

2.2           “Client”, “Customer” or “you” means anyone who has engaged JA Transcription for the provision of services.

2.3           “Services” means the transcription, typing and any other services that JA Transcription may provide to the Client.

2.4           “Work” means the output files, transcriptions, documents and any other assets delivered to the Client following completion of the Services.

2.5           “Client Data” means the data provided by the Client, including the contents of Client files, for the purpose of using the Services or facilitating the Client’s use of the Services.

2.6           “Client File” means the Client’s audio file (when referenced in connection with transcription work) or the Client’s written or typed document (when referenced in connection with copy typing work).

2.7           “Intellectual Property Rights” means all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any parts of the world.

2.8           “Business Day” means a day other than a Saturday, Sunday or a public holiday when UK banks are open for business.

2.9           “Confidential Information” means information that is proprietary or confidential and is either clearly marked as such or identified as being confidential in Clause 10.1.

 

3. Services

3.1           JA Transcription provides audio transcription, typing and text production services for businesses, organisations and individuals.

3.2           A Client may engage JA Transcription verbally or in writing (explicitly) or by providing audio files for transcribing (implicitly). By engaging JA Transcription in the provision of services, the Client acknowledges that they have read, understood and accepted these Terms of Business.

3.3           The supply of services will be carried out by a JA Transcription employee or an authorised JA Transcription subcontractor. JA Transcription may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights under these Terms of Business and may subcontract or delegate in any manner any or all of its obligations under these Terms of Business to any third party.

3.4           JA Transcription shall undertake that the Services will be provided using reasonable care and skill. JA Transcription shall use best endeavours to:

                  3.4.1      Transcribe and type files and documents (as applicable) accurately for the Client.

                  3.4.2      Deliver completed Work back to the Client in accordance with the timescales indicated during engagement although any such times shall be deemed as estimates and shall not be of the essence for the performance of the Services.

                  3.4.3      Highlight any unclear, inaudible or unidentifiable words, phrases or sentences as well as omissions in the Client File.

3.5           JA Transcription reserves the right to decline to engage in the supply of Services to any Client. JA Transcription may suspend work on any Client File it deems unreasonably difficult to transcribe or type (as applicable). JA Transcription may negotiate a price and time uplift with the Client for such files in order to supply the Services. In the event that agreement cannot be reached on the revised price and/or time, JA Transcription may refuse to supply Services relating to such files.

3.6           If the Services relating to any Work delivered to the Client do not conform with the undertakings specified in clause 3.4, JA Transcription shall at its expense take remedial action by either re-providing services relating to the Work in question or refunding or crediting (in part or in full) the fees charged for the Work delivered. This remedial action constitutes the Client’s sole and exclusive remedy for any breach of the undertakings set out in 3.4.

3.7           JA Transcription does not guarantee that its Services will be supplied uninterrupted or free from errors or omissions. JA Transcription does not warrant that the information obtained by the Client through the Services will fully meet the Client’s requirements.

3.8           JA Transcription is not liable for any limitations, delivery failures, delays, damages or any other form of loss resulting from data transfer via communication networks including the internet, email and fax.

 

4. Client Responsibilities

4.1           The Client is held responsible for:

                  4.1.1      Making sure any files submitted to JA Transcription are clear, comprehensible and supplied in a suitable format.

                  4.1.2      Checking that files submitted to JA Transcription are not supplied in error either via incorrect file versions, duplicate files or otherwise. The Client will be responsible for any charges relating to the processing of such erroneously supplied files.

                  4.1.3      Any required checks on Work supplied by JA Transcription including proof-reading, spell-checking, formatting or final editing.

4.2           The Client undertakes to:

                  4.2.1      Obtain and maintain any required permissions, approvals and licenses pertaining to the Services before such time that the Services are due to commence.

                  4.2.2      Ensure that its computer systems and telecommunications equipment is appropriately safeguarded using suitable equipment including firewall and anti-virus protection as well as appropriate safety and security measures in line with good computing and internet safety good practice guidelines.  JA Transcription shall not be responsible for any problems, delays, damages or failures relating to network or telecommunication connectivity.

                  4.2.3      Safeguard and keep copies of all Client Files and materials sent to JA Transcription for processing.

                  4.2.4      Ensure it or its licensors are the owner or licensee of any Intellectual Property Rights in the Client Files and that JA Transcription’s use of the Client Files does not constitute any third party Intellectual Property Right infringement.

4.3           The Client commits to JA Transcription not to transmit, send or upload any data, files or material containing:

                  4.3.1      Harmful code or malicious programs designed to track, monitor, record or adversely impact JA Transcription computer systems such as (by way of example only) viruses, Trojans, worms, time-bombs, keystroke loggers, spyware, adware and ransomware.

                  4.3.2      Material that is illegal, obscene, offensive, racist, sexually explicit, inflammatory or hateful.

                  4.3.3      Content that promotes, advocates or assists any form of discrimination, violence, illegal activity or unlawful acts.

                  4.3.4      Content that infringes any copyright, trademark or intellectual property of any other person or organisation.

                  4.3.5      Content which is made in breach of any legal duty owed to a third party such as a contractual duty or a duty of confidence.

4.4           The Client shall indemnify and hold JA Transcription harmless from and against any and all losses, liabilities, demands, claims, costs and expenses (including legal costs and disbursements on an indemnity basis) and damages incurred or suffered by JA Transcription, and any damages awarded against JA Transcription, whether arising directly or indirectly as a result of or in connection with any claim that the Client Files infringe any Intellectual Property Rights of any third party or are libellous, defamatory or obscene.

 

5. Fees

5.1           Our fees are published on the JA Transcription website but may also be communicated via email or in writing to the Client.

5.2           When providing JA Transcription with Client Files and/or Client Data for transcription, the Client is deemed to have read, understood and accepted the fees and associated services and the Client is liable for all related transcription costs incurred by JA Transcription.

5.3           JA Transcription reserves the right to:

                  5.3.1      Increase the fees for the Services to reflect any change in circumstances or any new factors beyond its control that are relevant to the Work (for example poor audio quality or changing Client requirements). JA Transcription shall notify the Client in such cases prior to delivery.

5.4           Fees are based on a rate per audio minute for an audio file:

5.4.1      Of satisfactory quality.

5.4.2      Containing clear audio.

5.4.3      Containing one speaker dictating in clear English.

Fees for files that fail to satisfy these criteria will be set via a quotation following receipt and analysis of the Client File and/or Client Data.

 

6. Payment and invoicing

6.1           JA Transcription shall invoice the Client following completion and delivery of the Work.

6.2           The Client shall pay each invoice within 14 days from the date of issue. Payment shall be made in full and in cleared funds to JA Transcription.

6.3           JA Transcription reserves the right to require prepayments, to require payment prior to delivery of the Work and to require payment of outstanding invoices prior to undertaking additional Services.

6.4           Without limiting any other right or remedy JA Transcription may have, JA Transcription reserves the right to charge late fees on overdue invoices at a rate of 10% of the due balance or £20, whichever is greater, per month.

6.5           JA Transcription shall retain ownership of all Work until such time as any invoice for any Work is paid in full (including any charges due pursuant to clause 6.4). JA Transcription reserves the right to take reasonable measures to recover costs for overdue invoices.

6.6           JA Transcription shall be entitled to charge the Client for any expenses reasonably incurred in connection with the Services including, but not limited to, travelling costs, subsistence, material costs, third party fees and costs incurred through failed Client payments such as bank charges and unpaid cheques.

6.7           The Client shall pay all JA Transcription invoices in full without any deduction or withholding except as required by law and shall not be entitled to assert any credit, set-off or counterclaim against JA Transcription in order to justify withholding payment of any such amount in whole or in part.

 

7. Data

7.1           The Client shall own all rights, title and interest in all the Client Data and shall be solely responsible for its integrity, accuracy, quality and legality.

7.2           JA Transcription undertakes to:

                  7.2.1      Store the Client Data in the UK

                  7.2.2      Use secure (256 bit SSL encryption) for the web capture and delivery of all Client Data unless agreed otherwise with the Client.

                  7.2.3      Purge all Client Data (including transcripts and source files) within one month following full payment of invoice unless agreed otherwise with the Client.

                  7.2.4      Comply with the Data Protection Act 1998 in providing Services to the Client.

7.3           The Client shall be the data controller and JA Transcription shall be the data processor for all Work pertaining personal data.

7.3.1      The Client shall ensure that they are entitled to transfer personal data to JA transcription for lawful use, processing and subsequent transfer.

7.3.2      The Client shall ensure that all relevant third parties have been notified of and provide consent to the use, processing and transfer of any personal data.

7.3.3      JA Transcription shall only process personal data in accordance with these Terms of Business

7.3.4      The Client and JA Transcription shall take all required measures (including technical and administrative) to protect against unauthorised, unlawful or malicious access to the data as well as accidental loss, damage or destruction of the data.

7.4           In accordance with the Data Protection Act, JA Transcription shall provide access to its premises for the specific purposes of:

                  7.4.1      Enabling the SRA and associated agents to inspect any material information directly relevant to an Audit.

                  7.4.2      Enabling the SRA and their agents to inspect systems, procedures and controls used by JA Transcription to provide the Services.

7.7           The Client shall provider JA Transcription a minimum of 10 Business Days notice in writing prior to requesting an Audit pursuant to this clause 7.

 

8. Cancellation and Termination

8.1           If a Client requests cancellation of a Client File for which transcription has not yet commenced, there is no fee to be charged for the cancellation.

8.2           If a Client requests cancellation of a Client File for which transcription is underway, the Client will be charged for the number of transcribed audio minutes at the time of cancellation.

8.3           If a Client requests cancellation for a Client File that has been fully transcribed, the full amount for transcription of the file is payable.

8.4           Without limitation to its rights or remedies, each party may terminate these Terms of Business with immediate effect by providing notice in writing to the other party if:

                  8.4.1      The other party commits a material breach of its obligations under these Terms of Business and (for remediable breaches) fails to remedy that breach within 14 days of written notification of the breach.

                  8.4.2      The other party suspends, threatens to suspend, is unable to pay or is deemed unable to pay its debts.

                  8.4.3      A notice is given, a petition filed, an order is made or a resolution is passed for the winding up of the other party or the other party is the subject of a bankruptcy petition or order.

                  8.4.4      The other party threatens to or suspends, ceases or threatens to cease trading

                  8.4.5      The other party (being an individual) dies or is physically or mentally incapable of managing their affairs

8.5           Without limiting its other rights or remedies, JA Transcription may suspend or terminate the agreement between the Client and JA Transcription as defined by these Terms of Business by:

                  8.5.1      Providing the Client two weeks’ written notice.

                  8.5.2      With immediate effect by giving notice in writing if the Client fails to pay any sum overdue for payment

 

9. Liability

9.1           This clause sets out the entire financial liability of JA Transcription (including any liability for the acts and omissions of its employees, agents and subcontractors) to the Client:

                  9.1.1      arising under or in connection with these Terms of Business

                  9.1.2      in respect of any use made by the Client of the Services

                  9.1.3      in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Services

9.2           JA Transcription warrants that Services are provided using reasonable care and skill, and that all typists have appropriate experience, have been subject to a quality review process and have signed confidentiality agreements.

9.3           The Client assumes sole responsibility for results obtained from the use of the Services by the Client; JA Transcription shall not be liable for any loss, damages, costs, expenses or any compensation claims which arise from:

                  9.3.1      Any Client breach of these Terms of Business.

                  9.3.2      Any instructions or materials supplied by the Client which are incomplete, incorrect, inaccurate, inaudible, illegible, in the wrong format, out of sequence or are invalid in any other way.

                  9.3.3      The non-arrival or late arrival of Client issued instructions or materials or any other fault that is attributable to the Client.

                  9.3.4      Any illegal or libellous use by the Client of the Work.

                  9.3.5      The production by JA Transcription of any Work, or the use by the Client or any third party of any  Work.

                  9.3.6      The loss or damage of Client material sent via the postal system.

9.4           Force Majeure

                  9.4.1      JA Transcription accepts no liability for failure to supply Services due to Acts of God, fire, flood, electrical or telecommunications problems or outages or any other reason beyond our control.

9.5           All received emails, files, tapes, discs or other media will be scanned for viruses. JA Transcription will not open or process unsolicited emails or email attachments.

9.6           JA Transcription employs appropriate security measures to safeguard its systems and output files but it is the Client’s responsibility to check all files, emails and email attachments they receive prior to opening as no responsibility or liability will be accepted by JA Transcription.

 

10. Confidentiality

10.1        Each party may be given access to Confidential Information from the other party in order to perform its obligations under these Terms of Business. A party’s Confidential Information shall not be deemed to include information that:

                  10.1.1   Is or becomes publicly known or available through no wrongful act, omission or breach of these Terms of Business by JA Transcription.

                  10.1.2   Was lawfully owned by the other party prior to the disclosure.

                  10.1.3   Is lawfully disclosed to the receiving party by a third party without restriction or disclosure.

                  10.1.4   Is independently developed by the receiving party or acquired by JA Transcription.

                  10.1.5 Is legally required to be disclosed by any court of competent jurisdiction or by any regulatory or administrative body.

10.2        The Client warrants that it has the legal right to disclose any and all Confidential Information disclosed to JA Transcription.

10.3        JA Transcription will use any Confidential Information provided by the Client for the exclusive purpose of providing Services to the Client.

10.4        JA Transcription acknowledges at all times that all Confidential Information remains the exclusive property of the Client and these Terms of Business do convey any proprietary or other interest in the Confidential Information to JA Transcription except in circumstances where Clause 6.5 applies.

10.5        The Client agrees to save, protect, defend, indemnify and hold JA Transcription harmless from and against all claims and/or financial losses of any kind arising from any third party claim that use of the Confidential Information disclosed to or by JA Transcription hereunder in accordance with these Terms of Business violates or infringes any third party’s property or proprietary rights of any kind.

10.6        JA Transcription agrees that during and following the provision of services:

                  10.6.1   It will only disclose Confidential Information on a ‘need to know’ basis to employees, agents or subcontractors for the purposes of providing the Services.

                  10.6.2   All employees, agents and subcontractors will be informed of their obligations under these Terms of Business and will ensure they sign any confidentiality agreements which are necessary for compliance with these Terms of Business as well as the standards required by the Privacy and Electronic Communications (EC Directive) Regulations 2003, the Data Protection Act 1998 and the Telecommunications (Data Protection and Privacy) Regulations 1999.

                 

10.7        Non-disclosure of Confidential Information obligations are ongoing and shall survive the expiration or termination of the provision of the Services.

 

11. Acceptance

11.1        The Client is taken to have read, understood, accepted and agreed to the Terms of Business set out herein