CLIENT AGREEMENT
By and between WeType.IT, a trading name of WeType Limited, a UK limited company, registered in England ( Company Number 9643724) and The Client.
Reference herein to Client shall be to a company, a business partnership, individual or sole trader to which WeType 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 WeType.
The parties agree to the following, which shall apply during the term of this Client Agreement. This Client Agreement covers all products and services that the Client 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 WeType.
1.2 An order will only be deemed accepted by WeType Limited if it gives confirmation to such effect to The Client.
1.3 WeType Limited may in its absolute discretion refuse to accept any order, or provide that acceptance be subject to such conditions as WeType Limited may impose.
2. Payment for services
2.1 WeType 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 Client are made in writing.
2.2 Payments are due within 7 days of the date of invoice unless other terms are specified by prior arrangement.
2.3 In the event that any amount remains unpaid after the period of time specified on the invoice, WeType Limited reserves the right (in addition to its right to claim for payment) to discontinue, withhold or suspend products or services to The Client and/or its customers to whom such unpaid amounts relate.
2.4 The Client shall be responsible for paying value added tax due on WeType’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 WeType does not complete the contract or WeType uses its discretion to refund if the Client gives notice that they do not wish to continue with the service.
4. Use of services
4.1 WeType products and services may only be used for lawful purposes.
4.2 The Client accepts that WeType Limited does not accept any liability to the Client and/or its customers from any loss or damage however caused (even if WeType Limited had been advised of a possibility of such damage arising) resulting from transcriptions provided by or to the Client and/or its customers using WeType products or services. Furthermore, WeType Limited does not accept any liability for errors or incorrect transcription and the Client agrees that it is the Clients’ responsibility to check transcription work carefully and ensure that no such errors exist.
4.3 The Customer agrees to indemnify WeType Limited and keep it indemnified from and against all expenses, costs, damages and awards arising from any claims or actions brought or threatened against WeType Limited by parties alleging any misuse by Client and/or its customers of WeType 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 WeType’s liability to The Client arising from defective products or services is limited (save in respect of death or personal injury) to the amount payable by the Client to WeType Limited under this Client Agreement.
5.2 WeType Limited will always endeavour to supply full service but does not accept liability for any 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 WeType’s control.
5.3 WeType Limited does not accept liability to The Client for direct or consequential economic loss (including loss of profit or business).
5.4 WeType Limited complies with The Data Protection Act. No data relating to the recordings is held and all files are deleted from the WeType Sever 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 WeType office hours are UK time, Monday to Friday 9am-5pm excluding bank holidays. Notification will be given on the WeType server 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 Client agrees to provide to WeType Limited all reasonable information on its existing and/or prospective activities which WeType Limited may need to fulfill WeType obligations under this Client Agreement.
6.2 WeType Limited reserves the right to change prices as deemed necessary, on giving the Client at least thirty (30) days notice prior to implementing any changes except with respect to provision in section eleven (11).
7. Confidentiality
7.1 WeType acknowledges that by reason of its relationship with The Client, it may have access to certain information and materials relating to the client’s business, products, services, clients and marketing strategies that is confidential and of substantial value to the Client, which value would be impaired if such information were disclosed to third parties.
7.2 WeType 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 Client. 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 Client if it is required before the automatic 40 day deletion period as referred to in 5.4 above.
7.3 WeType shall take all appropriate steps to ensure that The Client’s confidential information is protected. This includes encryption of file transfer to and from WeType, secure password-protected folders on the WeType server which may be accessed only by those authorised by WeType and the Client. In addition, the WeType servers are protected by levels of security in order to prevent any breach by an outside agent.
7.4 If deemed necessary, WeType 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 WeType in specific relation to the outsourced activities or functions of work conducted on behalf of The Client.
8. Transferral of Rights and obligations
8.1 The Client’s rights and obligations under this Client Agreement may not be enjoyed by a third party or transferred or assigned directly or indirectly without the prior written consent of WeType.
8.2 If The Client sells any WeType products or services to a third party it shall do so on terms which are not inconsistent with this Client Agreement; and such Client shall maintain adequate insurance as would normally be covered by a person carrying on in the same type of business as the Client.
9. Data Protection Act
9.1 WeType Limited reserves the right to hold information relevant to The Client 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 WeType, unless otherwise stated.
10. Disputes
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 WeType Limited may make changes to this Client Agreement upon thirty (30) days written notice to the Client, advising of the change and the effective date thereof. Utilisation of WeType services by the Client following the effective date of such change will be deemed as acceptance by the Client and/or its clients of such change(s). Otherwise this Client Agreement may not be modified except by the written consent of both parties.
11.2 The Client may also terminate this Client Agreement on giving at least thirty (30) days written notice prior to renewal.
11.3 Unless the said notice is received by WeType Limited at least thirty (30) days before the Client Agreement expires, the Client will be deemed automatically to have renewed this Client Agreement for the same duration as the previous one.
12. This represents a legal contract
12.1 This Client Agreement is governed by English law and is covered by the jurisdiction of the English courts. If any provision of this Client 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 WeType Limited and the Client agree to renegotiate in good faith any term held invalid and to be bound by mutually agreed substitution provision.
12.3 By ticking the Agreement box when opening a Client account, the Client will confirm acceptance of the terms as detailed here.
13. Entire agreement; modifications
13.1 This Client Agreement sets forth the entire agreement and understanding between both parties and merges all prior discussion between them.
13.2 WeType Limited may make changes to this Client Agreement upon thirty (30) days written notice to the Client, advising of the change and the effective date thereof. Utilisation of WeType services by the Client following the effective date of such change will be deemed as acceptance by The Client and/or its clients of such change(s). Otherwise this Client Agreement may not be modified except by the written consent of both parties.
14. Notices
14.1 All notices served by WeType Limited to The Client 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 Client to WeType Limited shall be by e-mail, fax or letter and shall be effective upon the date of actual receipt by WeType.
15. Waiver
15.1 No failure or delay by either party in exercising any of its rights under this Client 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 Client 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 Client’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 WeType. We strongly recommend that the Client keep a copy of any recording.