OutSec Limited - terms and conditions for using the Transcription Service

CUSTOMER AGREEMENT
By and between OutSec, a trading name of OutSec Limited (“OutSec.co.uk”), a UK limited company, registered in England and The Customer.

Reference herein to Customer shall be to a company, a business partnership, individual or sole trader to which OutSec Limited directly provides its products and services and where it is the recipient of any invoice resulting from its purchase of products and services from OutSec.

The parties agree to the following, which shall apply during the term of this Customer Agreement. This Customer Agreement covers all products and services Customer has purchased or ordered, whether for its own use or for the use of its customers.

1. Order acceptance

1.1 All orders are subject to acceptance by OutSec.

1.2 An order will only be deemed accepted by OutSec Limited if it gives confirmation to such effect to The Customer.

1.3 OutSec Limited may in its absolute discretion refuse to accept any order, or provide that acceptance be subject to such conditions as OutSec Limited may impose.

2. Payment for services

2.1 OutSec Limited 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 7 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, OutSec Limited 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 customers to whom such unpaid amounts relate.

2.4 The Customer shall be responsible for paying value added tax due on OutSec’s products and services at the applicable rate at the date of supply.

2.5 Overdue accounts will attract interest at 8% above Bank of England base rate in accordance with Late Payment of Commercial Debts (Interest) Act 1998, subject to a minimum charge of £5 per month and 1% of the outstanding balance on a monthly basis.

3. Refunds

3.1 No refund shall be applicable once transcription of any recording has commenced, unless OutSec does not complete the contract or OutSec 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 OutSec products and services may only be used for lawful purposes.

4.2 The Customer accepts that OutSec Limited does not accept any liability to the Customer and/or its customers from any loss or damage however caused (even if OutSec Limited had been advised of a possibility of such damage arising) resulting from transcriptions provided by or to the Customer and/or its customers using OutSec products or services. Furthermore, OutSec Limited does not accept any liability for errors or incorrect transcription and the Customer agrees that it is the Customers' responsibility to check transcription work carefully and ensure that no such errors exist.

4.3 The Customer agrees to indemnify OutSec Limited and keep it indemnified from and against all expenses, costs, damages and awards arising from any claims or actions brought or threatened against OutSec Limited by parties alleging any misuse by Customer and/or its customers of OutSec 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

5.1 OutSec’s 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 Customer to OutSec Limited under this Customer Agreement.

5.2 OutSec Limited will always endeavour to supply full service but does not accept liability for OutSec’ 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 OutSec’s control.

5.3 OutSec Limited does not accept liability to The Customer for direct or consequential economic loss (including loss of profit or business).

5.4 OutSec Limited complies with The Data Protection Act. No data relating to the recordings is held and all files are deleted from the FileManager server 40 days after work is completed. This includes the original recording and the completed file(s).  All completed work must be collected before the 40-day period. It is not possible to recover or resend work after this date.

5.5 OutSec office hours are Monday to Friday 9am-5pm excluding bank holidays. Notification will be given on the FIleManager login page of any changes to these dates and times. Work will be processed during this time only and outside by prior arrangement.

6. Pricing policy

6.1 The Customer agrees to provide to OutSec Limited all reasonable information on its existing and/or prospective activities which OutSec Limited may need to fulfill OutSec obligations under this Customer Agreement.

6.2 OutSec Limited reserves the right to change prices as deemed necessary, on giving Customer at least thirty (30) days notice prior to implementing any changes except with respect to provision in section eleven (11).

7. Confidentiality

7.1 OutSec acknowledges that by reason of its relationship with The Customer, it may have access to certain information and materials relating to the Customer's business, products, services, customers 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 OutSec 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 or email from the Customer if it is required before the automatic 40 day deletion period as referred to in 5.4 above.

7.3 OutSec shall take all appropriate steps to ensure that The Customer's confidential information is protected. This includes encryption of file transfer to and from OutSec, secure password-protected folders on the OutSec server which may be accessed only by those authorised by OutSec and the Customer. In addition, the OutSec servers are protected by levels of security in order to prevent any breach by an outside agent.

7.4 If deemed necessary, OutSec will allow and enable outside bodies (to include the Solicitors Regulation Authority) or their agents to obtain information from, inspect the records (including electronic records) of, or enter the premises of OutSec in specific relation to the outsourced activities or functions of work conducted on behalf of The Customer. 

8. Transferral 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 OutSec.

8.2 If The Customer sells any of OutSec’ 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.