By and between OutSec, a trading name of OutSec Services 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 Services 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 Services Limited if it gives confirmation to such effect to The Customer.
1.3 OutSec Services Limited may in its absolute discretion refuse to accept any order, or provide that acceptance be subject to such conditions as Outsec Services Limited may impose.
2. Payment for services
2.1 OutSec Services 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 Services 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.
3.1 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 Services Limited does not accept any liability to the Customer and/or its customers from any loss or damage however caused (even if Outsec Services 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 Services 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 Services 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 Services 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 Services Limited under this Customer Agreement.
5.2 Outsec Services 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 Services Limited does not accept liability to The Customer for direct or consequential economic loss (including loss of profit or business).
5.4 Outsec Services 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 Services Limited all reasonable information on its existing and/or prospective activities which Outsec Services Limited may need to fulfil OutSec obligations under this Customer Agreement.
6.2 Outsec Services Limited reserves the right to change prices as deemed necessary, on giving Customer at least fourteen (14) days notice prior to implementing any changes except with respect to provision in section eleven (11).
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
9. Data Protection Act
9.1 Outsec Services Limited reserves the right to hold information relevant to The Customer in accordance with the Data Protection Act 1998.
9.2 This information may be stored in a computerised database and/or in paper format, which will be treated in the strictest of confidence and will only be used internally by OutSec, unless otherwise stated.
10.1 The parties shall attempt to resolve all disputes arising out of this agreement in a spirit of co-operation without formal proceedings.
10.2 Any dispute which can not be resolved (other than the collection of monies due on unpaid invoices) shall be subject to the arbitration in London 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.
11. Termination of Customer Agreement
11.1 Outsec Services Limited may make changes to this Customer Agreement upon thirty (30) days written notice to the Customer, advising of the change and the effective date thereof. Utilisation of OutSec services by Customer following the effective date of such change will be deemed as acceptance by the Customer and/or its customers of such change(s). Otherwise this Customer Agreement may not be modified except by the written consent of both parties.
11.2 The Customer may also terminate this Customer Agreement on giving at least thirty (30) days written notice prior to renewal.
11.3 Unless the said notice is received by Outsec Services Limited at least thirty (30) 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.
12. This represents a legal contract
12.1 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.
12.2 Outsec Services Limited and the Customer agree to renegotiate in good faith any term held invalid and to be bound by mutually agreed substitution provision.
12.3 Response by email from Customer to the initial email sent by OutSec containing the account details will confirm acceptance of the terms as detailed here.
13. Entire agreement; modifications
13.1 This Customer Agreement sets forth the entire agreement and understanding between both parties and merges all prior discussion between them.
13.2 Outsec Services Limited may make changes to this Customer Agreement upon thirty (30) days written notice to the Customer, advising of the change and the effective date thereof. Utilisation of OutSec services by Customer following the effective date of such change will be deemed as acceptance by The Customer and/or its customers of such change(s). Otherwise this Customer Agreement may not be modified except by the written consent of both parties.
14.1 All notices served by Outsec Services Limited 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.
14.2 All notices served by The Customer to Outsec Services Limited shall be by e-mail, fax or letter and shall be effective upon the date of actual receipt by OutSec.
15.1 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.
16. Guarantee of Items Sent
16.1 We 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 of any recording.