Terms & Conditions
TERMS AND CONDITIONS
Use of the services of Apple Transcription Limited (“ATL”) constitutes an express acknowledgment and agreement by the user (“the Client”) to be bound by these terms and conditions which govern but may not be limited to matters relating to the use of the services.
- From a date to be agreed, ATL will provide transcription services to the Client when required. These services will be those that have been agreed as necessary to fulfil the Client’s needs and may vary from time to time.
- These services will be provided using ATL’s secure online system. A variation in this may be agreed between the parties as required.
- ATL shall exercise all due skill and diligence in performing its services under this agreement and will provide services to a high standard in accordance with the Client’s specified requirements in terms of confidentiality, format, style, turnaround times and delivery methods as agreed with the Client. The Client accepts that the quality of the transcript is subject to the quality of the audio recording and the clarity of the speakers.
- The Client may carry out proofreading of all work undertaken by ATL. Any errors identified by the Client will be corrected by ATL free of charge. ATL accepts full liability arising from any errors or inaccuracies which may occur, to be limited to the value of the work undertaken by ATL; no further liability is accepted.
- In consideration of the services to the Client, the Client will pay to ATL a charge per item of work, as agreed prior to commencement of the work and reviewed on an annual basis. Invoices will be sent at the end of each calendar month or as specified by the Client. All charges will be subject to VAT at the standard rate.
- The charges will be paid by the Client as agreed. Invoices will be payable by the Client within 30 days of receipt of invoice.
- Should there be any disputed amounts invoiced then the Client will pay the undisputed amounts on any invoice in accordance with clause 2.2 above and the disputed amounts will be notified to ATL at the time of payment of the undisputed amounts. Both parties will use their best endeavours to reach agreement on any disputed amounts within 28 days of notice from the Council of the disputed amount.
- Equipment and facilities
- The Client will provide ATL with templates and sample documents, as necessary, to enable ATL to perform its services to the required standard and within the specified timeframe.
- ATL will provide the Client with unique login details to enable them to access the secure online system in order to upload sound files (if so required) and download completed transcripts.
- Security and Confidentiality
- ATL undertakes to use its best endeavours to take all care to maintain the security of information emanating from or relating to the Client, including the safe and secure handling/transfer of:
- audio tapes, CDs, DVDs, portable devices and/or manuscripts between ATL and the Client;
- recordings and transcripts via its secure online system.
- ATL will and will ensure that any employee of ATL and any transcribers whose services are used by ATL keep strictly confidential all information and material relating to the affairs of the Client.
- All transcribers employed (whether directly or on a self-employed basis) by ATL are required to sign a confidentiality clause before undertaking any assignments for the Client on behalf of ATL.
- All transcribers employed by ATL are UK-based and are reference and identity checked. In addition they are subject to regular audits in respect of data and physical security of their working environment.
- Recordings and transcripts will be held by ATL and its transcribers for a maximum of 30 days, after which they will be deleted from all its computer systems, unless otherwise agreed with the Client.
- This agreement will be effective from the agreed date and will continue thereafter (subject to earlier termination pursuant to paragraph 5.2), until termination by either party on at least one month’s prior written notice given at any time.
- the Client will be entitled to terminate this agreement forthwith by notice to ATL:
- In the event of a material breach by ATL of this agreement which is not remedied within 30 days of notice from the Client to remedy the breach; or
- If ATL is incompetent or negligent or otherwise guilty of gross misconduct; or
- If ATL becomes insolvent or bankrupt or a trustee or receiver of any kind is appointed in respect of any assets or liabilities of ATL.
- ATL will be entitled to terminate this agreement forthwith by notice to the Client in the event of a material breach by the Client of this agreement which is not remedied within 30 days of notice from ATL to remedy the breach.
- Upon termination (for any reason) , ATL will issue a final invoice, which, together with all outstanding invoices, must be paid in full by its due date.
- Governing Law
English law shall govern this Agreement, and the parties shall submit to the exclusive jurisdiction of the English courts.
- Representations and Warranties
ATL represents and warrants that in providing Services to the Client, ATL has:
- complied with all applicable laws and regulations (as may be amended from time to time) in connection with the provision of the Services, including but not limited to applicable data protection laws;
- has obtained and will maintain any appropriate licenses and permits or other documents of similar nature required by applicable laws for the performance of its obligations under the Agreement, including but not limited to the provision of Services in any jurisdictions where it operates;
- has complied with and shall comply with all applicable domestic and foreign anti-bribery/anti-corruption laws and regulations (“Anti-Bribery Laws”). ATL undertakes not to engage in any illegal or prohibited activities for the purpose of assisting the Client in obtaining or retaining business or customers. In particular ATL undertakes to comply with any and all legal requirements prohibiting ATL , and its officers, employees, agents and others working on its behalf, from engaging in corrupt activities and/or practices in furtherance of an offer, payment, promise to pay or authorisation of the payment of anything of value, including but not limited to cash, cheques, transfers, tangible and intangible gifts, favours, services, and those entertainment and travel expenses that go beyond what is reasonable and customary and of modest value, to: (i) an executive, official, employee or agent of a governmental department, agency or instrumentality, (ii) a director, officer, employee or agent of a wholly or partially government-owned or controlled company or business, (iii) a political party or official thereof, or candidate for political office, or (iv) any executive, officer, employee or agent of a third party; while knowing or having a reasonable belief that all or some portion will be used for the purpose of: (a) influencing any act, decision or failure to act by a government official in his or her official capacity, (b) inducing a government official to use his or her influence with a government or instrumentality to affect any act or decision of such government or entity, or (c) securing an improper advantage; in order to obtain, retain, or direct business.
- No Dependence
ATL acknowledges and agrees that the Client: (a) makes no revenue commitments and that it is engaging ATL strictly on a non-exclusive basis; and (b) is not responsible for knowing ATL ’s dependence on revenues from sales to the Client in proportion to ATL ’s revenues from other customers, and ATL agrees to release, hold harmless and indemnify the Client from any and all claims and liabilities relating to ATL ’s financial stability which may result from the Client’s termination of this Agreement for any reason whatsoever.
ATL will defend, indemnify and hold harmless the Client and its Affiliates and their officers, directors, employees, shareholders, customers, agents, successors and assignees from and against any and all loss, damages, liabilities, settlement, costs or expense (including legal expenses and the expenses of other professionals) as incurred on a full indemnity basis, resulting from or arising out of: (a) a breach of any term of this Agreement by ATL or any person supplied by ATL; (b) the negligence of, or personal injury or property damage caused by, the actions or inactions or omissions of ATL or any person supplied by ATL; (c) any claim by ATL or any person supplied by ATL for any benefits offered by the Client to its own employees; worker’s compensation, unemployment compensation or disability insurance premiums or claims, employment taxes, insurance contributions and/or withholding taxes levied upon or attributable to claims by ATL or any person supplied by ATL; (d) any claim which alleges the Services provided hereunder or their use by the Client infringes upon, misappropriates or violates any third party patents, copyrights, trademarks or trade secret rights or other proprietary rights, and (e) Claims for breach of data security.