Use of the Services
- The Company reserves the right to change the Provisions at any time by posting such changes on the website. It is the responsibility of the Service User to refer to, familiarise themselves with and comply with the Provisions and any other terms and conditions as agreed upon between the arties. The Service User’s continued use of the website after changes are posted constitutes an express acceptance of the Provisions, as amended.
Warranties, Indemnities and Limitations of Liability
- In the event that, in contracting with the Company, a Service User acts on behalf of any other person or legal entity, the Service User warrants that it has the necessary authority to so act and that such person or legal entity also agrees to be bound by the Provisions.
- Use of the Services constitutes a warranty from the Service User that it holds the necessary right, title and interest, whether in copyright or arising from any other area of law, contract or arrangements, in the Recordings and Transcription Media in respect of which the Services have been required from the Company.
- The Service User undertakes to defend, indemnify and hold harmless the Company against any claim or action, loss or damage arising from any infringement of copyright in the Recordings and Transcription Media.
Interpretation and Jurisdiction
- The Provisions shall be interpreted in accordance with English and Welsh law and subject to the exclusive jurisdiction of the English and Welsh courts.
- In the event of conflict between the Provisions and any other terms and conditions or agreements between the Company and the Service User, the Provisions shall take precedence.
Definitions and Interpretations of the Use of Services
- “Service” is defined by any one of the facilities offered by the Company, including, but not limited to:
- Audio transcription
- Research transcription
- PACE transcription
- Video transcription
- and any other Service that may coincide with the primary Service required by the Service User.
- “Service User” is defined by any one person, or group of persons, including any legal entity who uses the Services.
- “Project” is defined by any particular job of work required by the Service User to be undertaken by the Company as part of the Service.
- “Quotation” is defined by the value or thereabouts (within reason) in which the Company and the Service User agree as being the fee payable by the Service User to the Company in respect of a Project.
- “Recordings and Transcription Media” means any correspondence, documentation, sound or other audio and / or video recording or broadcast, or any other work, program or recording whether protected by copyright or not.
- “Staff” and “Service Provider(s)” is defined by and refers to directors, employees, remote team transcribers, and temporary workers associated with or engaged by the Company in terms of an agreement.
- “Confidential or Protected Information” is defined by any confidential or private material, correspondence, documentation, advice, information, record or other sensate material or information arising from the recordings and transcription media and obtained, accessed or received by the Company, the Staff and Service Providers, which, but for the association between the Service User and the Company, would not ordinarily be available to the Staff and Service Providers.
Uploading to the Service
- Work on any given Project will not be commenced until the Booking Form has been completed and submitted, and the Recordings and Transcription Media in respect thereof have been received by the Company and in the event of a partial deposit being required, until such time as the partial deposit has been received by the Company.
- Lead times for any given Project is calculated from the time of commencement of work therein by the Company, and not from the time of upload of the Recordings and Transcription Media by the Service User.
Limitation of Liability
- A Project requested by a Service User is completed and returned according to the Service User’s instruction. While every effort is made to identify duplicate audio files, or a file containing a different subject matter from that which appears in the name of the file, the Company will not accept responsibility for any file which is incorrectly named or uploaded by the Service User, or any file which the Service User requests the Company to upload via any third party link and which is incorrect either as to name or content, and the Company does not accept liability for any resultant loss or damage suffered by the Service User whether direct or consequential.
- The Service User is referred to the provisions of the Company’s Confidentiality Policy, Privacy Policies as well as its Data Security Policy for information on the protection of information. In the event of any Service User suffering damage or loss as a result of the publications or dissemination of any Confidential or Protected Information by any member of Staff or Service Provider then the maximum extent of the Company’s liability, if any, will be limited to an amount equal to the quoted value.
- The Company cannot guarantee the efficacy, security and / or privacy of using email for the conveyance of any transcript, correspondence or other communication and consequently does not accept liability for any loss or damage, whether direct or consequential, suffered by the Service User as a result of any non-delivery and / or breach of confidentiality resulting from such use.
Accuracy of Transcripts
- Essential Secretary Ltd takes great care to provide accurate and complete transcripts, however we do not accept liability for loss or damage arising from errors and inaccuracies in transcripts which may howsoever occur. This includes but is not limited to:
- Inaccuracies due to inaudibility either because of poor or quiet recordings, strong accents or poor quality, distorted recordings and / or background noise.
- Accidental misrepresentations of facts with regard to contractual discussions
- A typing error or errors
- By accepting work or services agreed upon, the client will assume full responsibility for final proofreading and accuracy of documents, final product or service. Any errors or omissions brought to our attention within 48 hours of receipt (or within reason) will be amended free of charge. It is the responsibility of the client to check for accuracy.
- Any other additions or amendments made by the client will be charged. If full instructions are not provided by the client and made clear to Essential Secretary Ltd prior or during work on the assignment, no responsibility can be accepted by Essential Secretary Ltd for such discrepancies whatsoever.
- The client shall indemnify Essential Secretary Ltd in respect of any loss, damages, costs (including reasonable legal fees), expenses or any other claims suffered by Essential Secretary Ltd and arising out of any libellous or illegal matter contained in any material printed or produced for the client.
- Essential Secretary Ltd assumes no liability for loss or damages to physical media supplied to us by post, and cannot guarantee safe return of goods.
Quotations and Deadlines
- Quotations are valid for a period of 30 days and are subject to survey of the Recordings and Transcription Media files.
- Quotations are based on good quality Recordings and Transcription Media and the Company reserves the right to advise the client of revised estimates based on quality and consistency of the Recordings and Transcription Media.
- All quotations and turnaround times refer to working days which are to be Office Hours, Monday to Friday. For example, a Project or part thereof, with an expected 3 day turnaround received at 4pm on a Friday will be due by close of business on the following Wednesday.
- Invoices are issued upon completion of each Project, or on a monthly basis, unless otherwise agreed, payable by bank transfer or card payment.
- Payment must be made by the Service User to the Company on presentation of an invoice.
- All transactions are made in GPB as the Company cannot accept payment in foreign currencies.
- A partial deposit of funds may be required to be paid by the Service User to the Company in advance.
- Any set minimum charge which applies is payable by the Service User to the Company.
- All fees and prices quoted are subject to VAT at the rate of 20%, as per HMRC regulations. Transcription Services are considered a service subject to VAT regardless of the type of organisation or person the Service User is, unless the Server User is based and the Recording and Transcription Media originates from another country outside of the EU.
- All transcripts returned to the Service User remain the property of the Company until payment is received in full for works undertaken. These documents may not be circulated, reproduced in any form, or extracts used for any purpose without prior consent of the Company should the invoice remain unpaid.
- Any invoice dispute must be submitted by the Service User to the Company in writing and within 7 days of receipt by the Service User of the transcript and / or invoice, whichever is soonest.
- If payment is not received within 30 days (or the number of days as indicated by the Payment Terms as set out on the invoice) of the invoice date the Company reserves the right to charge interest on the outstanding balance at a rate not exceeding 8% per annum above the base rate, up to the date of payment.
- The Company also reserves the right to claim debt recovery costs in accordance with Late Payment Legislation of £40 on overdue amounts up to the value of £999.99 and £70 on overdue amounts over £1000.00. The Company also reserves the right to claim compensation for other debt recovery costs.
- A Service User has the right to request a review of the work returned within 7 days of receipt of the work, provided the Service User can demonstrate just cause to do so.
- It is a strict condition of the Company that any confidential information received concerning the Service User, its staff, clients, suppliers or others with whom the organisation may trade or is involved with is not divulged to any third party.
- The information contained within the Recordings and Transcript Media or transcript documents received in relation to the Service User, the identity of staff members concerned, the identity of the Service User’s customers as well as any matters discussed or raised on the Recordings and Transcription Media (this list is not exhaustive) is strictly confidential to the Service User and shall be referred to as ‘Confidential Information’.
- The Company will not divulge any of the Confidential Information to any person or company who is not a part to the Confidential Information without the prior written consent of the Service User unless required to do so by law. If such disclosure is required by law, then the Company will promptly give notice of such disclosure to the Service User.
- No use may be made of the Confidential Information, documentation, Recordings or Transcription Media or any other information other than for the purposes of the Service or otherwise as instructed in writing by the Service User.
- The Company shall make no direct or indirect contact with the Service User’s customers, suppliers or staff in respect of the Service, other than specifically authorised in writing by the Service User.
- The Company acknowledges that it will be in possession of ‘Personal Data’ as described in the Data Protection Act 1998 and the EU General Data Protection Regulation (GDPR) and that the Company will comply with the provisions of these regulations in accordance with the Company’s Privacy Notices.
- The obligation of confidentiality shall continue to apply without limit in time after the work has been carried out and / or termination of the contract.
- The Company’s client-specific Non-Disclosure Agreement is available upon request.
Delivery and Storage of Data
- The Company undertakes to meet the delivery timescales agreed with the Service User. However, the Company will not accept any liability from the late or non-delivery of materials due to unforeseen or unavoidable circumstances.
- Service User Recordings and Transcription Media may be posted, couriered or uploaded via encrypted FTP service provided on the Company website.
- It is recommended that any Recordings and Transcription Media sent to the Company using a postal service is sent by signed for means in appropriate protected envelopes. It is prudent to ensure backup copies are retained by the Service User.
- The Company accepts no liability for claims arising from any Recordings and Transcription Media which is lost, delayed or damaged during delivery or during use by the Company.
- The Company will use utmost care to store Service User Recordings, Transcription Media and Transcripts securely, and in accordance with the Data Protection Act of 1998 and the EU General Data Protection Regulation (2016/679) when it comes into force.
- All data transmissions (of both Recordings, Transcription Media and Transcripts) are protected via WeTransfer’s encryption security. This ensures that the Service User’s data is never exposed during transport from your computer to the data centre. In the unlikely event of data being intercepted during transport, their end-to-end SSL encryption ensures your data is unreadable.
- Their privacy and security is compliant with the high level of personal data protection required by the Dutch Personal Data Protection Act (Wet bescherming persoonsgegevens) based on the E.U. Privacy Directive (95/46/EC). On top of that, they are compliant with EU privacy laws, which make them abide by stricter rules than US regulations would.