03:14 Thu 9 Sep 10
OUTSOURCE LEGAL SOLUTIONS
Terms and Conditions for using our Transcription Service
CUSTOMER AGREEMENT
This Agreement is made between Outsource Legal Solutions and the Customer.
Reference herein to the Customer shall be to a company, a business partnership, individual or sole trader to whom Outsource Legal Solutions directly provides its products and services and where it is the recipient of any invoice resulting from its purchase of products and services from Outsource Legal Solutions.
Outsource Legal Solutions and the Customer agree to the following, which shall apply during the term of this Customer Agreement. This Customer Agreement covers all products and services the Customer has purchased or ordered, whether for its own use or for the use of its clients.
1. Order acceptance.
1.1 All orders are subject to acceptance by Outsource Legal Solutions.
1.2 An order will only be deemed accepted by Outsource Legal Solutions if it gives confirmation to such effect to the Customer.
1.3 Outsource Legal Solutions may in its absolute discretion refuse to accept any order, or provide that acceptance by subject to such conditions as Outsource Legal Solutions may impose.
2. Payment for Services.
2.1 Outsource Legal Solutions shall issue an invoice in accordance with the agreed quotation supplied prior to commencement of the work or supply of the service, or alternatively its standard tariff of charges from time to time in UK sterling, unless other arrangements with the Customer are made in writing.
2.2 Payments are due within seven days of the date of invoice.
2.3 In the event that any amount remains unpaid after the period of time specified on the invoice, Outsource Legal Solutions reserves the right (in addition to its right to claim for payment) to discontinue, withhold or suspend products or services to the Customer and/or its clients to whom such unpaid amounts relate.
2.4 Overdue accounts will attract interest at 8% above Bank of England base rate in accordance with Late Payment of Commercial Debts (Interest) Act 1998.
3. Refunds.
3.1 No refund shall be applicable once transcription of any recording has commenced, unless Outsource Legal Solutions does not complete the contract or Outsource Legal Solutions does not complete the contract or Outsource Legal Solutions uses its discretion to refund if the Customer gives notice that they do not wish to continue with the service.
4. Use of Services.
4.1 Outsource Legal Solutions products and services may only be used for lawful purposes.
4.2 The Customer accepts that Outsource Legal Solutions does not accept any liability to the Customer and/or its clients from any loss or damage however caused (even if Outsource Legal Solutions had been advised of a possibility of such damage arising) resulting from transcriptions provided by or to the Customer and/or its clients using Outsource Legal Solutions products or services. Furthermore, Outsource Legal Solutions does not accept any liability for errors or incorrect transcriptions and the Customer agrees that it is the Customer’s responsibility to check transcription work carefully and ensure that no such errors exist.
4.3 The Customer agrees to indemnify Outsource Legal Solutions and keep it indemnified from and against all expenses, costs, damages and awards arising from any claims or actions brought or threatened against Outsource Legal Solutions by parties alleging any misuse by the Customer and/or its customers of Outsource Legal Solutions products or services and for any infringement of intellectual property rights or other applicable legislation (including, but without limitation, legislation governing the provision of goods or financial [or other services]).
5. Supply of Service (Outsource Legal Solutions).
5.1 Outsource Legal Solutions liability to the Customer arising from defective products or services is limited (save in respect of death or personal injury) to the amount payable by the Customer to Outsource Legal Solutions under this Customer Agreement.
5.2 Outsource Legal Solutions will always endeavour to supply a full service but does not accept liability for Outsource Legal Solutions’ failure to supply services caused by any external influences including acts of God, fire, Governmental acts, breaks in continuity of electricity supply or telecom link, accident or any other cause beyond the control of Outsource Legal Solutions.
5.3 Outsource Legal Solutions does not accept liability to the Customer for direct or consequential economic loss (including loss of profit or business).
6. Supply of Service (the Customer).
6.1 The Customer agrees to provide to Outsource Legal Solutions all reasonable information on its existing and/or prospective activities which Outsource Legal Solutions may need to fulfill the obligations of Outsource Legal Solutions under this Customer Agreement.
6.2 Outsource Legal Solutions reserves the right to change prices as deemed necessary, on giving the Customer at least thirty days notice prior to implementing provision in section 11.
7. Confidentiality.
7.1 Outsource Legal Solutions acknowledges that by reason of its relationship with the Customer, it may have access to certain information and materials relations to the Customer’s business, products, services, clients and marketing strategies that is confidential and of substantial value to the Customer, which value would be impaired if such information were disclosed to third parties.
7.2 Outsource Legal Solutions undertakes not to use in any way for its own account nor for the account of any third party, nor disclose to any third party such information or materials revealed to it by the Customer. No information provided by way of transcription will be stored on computers and any transcribed work and sound files shall be deleted upon instruction in writing from the Customer.
8. Transferal of Rights and Obligations.
8.1 The Customer’s rights and obligations under this Customer Agreement may not be enjoyed by a third party or transferred or assigned directly or indirectly without the prior written consent of Outsource Legal Solutions.
8.2 If the Customer sells any of Outsource Legal Solutions’ products or services to a third party it shall do so on terms which are not inconsistent with this Customer Agreement, and such Customer shall maintain adequate insurance as would normally be covered by a person carrying on in the same type of business as the Customer.
9. Disputes.
9.1 The parties shall attempt to resolve all disputes arising out of this agreement in a spirit of co-operation without formal proceedings.
9.2 Any dispute which cannot be resolved (other than the collection of monies due on unpaid invoices) shall be subject to the arbitration of a single arbitrator appointed by agreement between the parties or, failing agreement, nominated in the application of either party by the President for the time being of the Law Society. This clause shall not exclude either party from making an application to the court for injunctive relief.
10. Termination of Customer Agreement.
10.1 Outsource Legal Solutions is entitled to terminate this Customer Agreement on giving notice to such effect if the Customer breeches any of its terms or conditions. In this circumstance, the Customer will forfeit the return of any advance payments and Outsource Legal Solutions’ products and services will be wholly withdrawn.
10.2 The Customer may also terminate this Customer Agreement on giving at least thirty days written notice prior to renewal.
10.3 Unless the said notice is received by Outsource Legal Solutions at least thirty days before the Customer Agreement expires, the Customer will be deemed automatically to have renewed this Customer Agreement for the same duration as the previous one.
11. This Represents a Legal Contract.
11.1 This Customer Agreement is governed by English Law and is covered by the jurisdiction of the English Courts. If any provision of this Customer Agreement is held to be invalid by an English Court of competent jurisdiction, then the remaining provisions shall nevertheless remain in full force and effect.
11.2 Outsource Legal Solutions and the Customer agree to renegotiate in good faith any term held invalid and to be bound by mutual agreed substitution provision.
12. Entire Agreement; Modifications.
12.1 This Customer Agreement sets forth the entire agreement and understanding between both parties and merges all prior discussion between them.
12.2 Outsource Legal Solutions may make changes to this Customer Agreement upon thirty days written notice to the Customer, advising of the change and the effective date thereof. Utilisation of Outsource Legal Solutions’ services by the Customer following the effective date of such change will be deemed as acceptance by the Customer and/or its clients of such change(s). Otherwise this Customer Agreement may not be modified except by the written consent of both parties.
13. Notices.
13.1 All notices served by Outsource Legal Solutions to the Customer shall be sent to its address in the United Kingdom most recently provided by e-mail, fax or letter and shall be effective if sent by e-mail or fax upon the date of transmission, or if sent by post, upon its posting in a duly addressed pre-paid envelope.
13.2 All notices served by the Customer to Outsource Legal Solutions shall be by e-mail, fax or letter and shall be effective upon the date of actual receipt by Outsource Legal Solutions.
14. Waiver.
14.1 No failure or delay by either party in exercising any of its rights under this Customer Agreement shall be deemed to be a waiver of that right, and no waiver by either party of a breach of any provision of this Customer Agreement shall be deemed to be a waiver of any subsequent breech of the same.
15. Guarantee of Items Sent.
15.1 Outsource Legal Solutions cannot guarantee or insure any tapes or CDs sent to us. The tapes or CDs remain the Customer’s responsibility and we cannot accept liability for any loss or damage, no matter how caused, whilst the tapes or CDs are in our possession, in transit, or whilst you are transporting them to us. We strongly recommend that you keep a copy.
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