Lexacom Scribe Terms and Conditions

Terms of Business

1. Introduction
   1. These terms of business (Terms of Business) together with the Services Schedule shall govern our appointment by the Customer. These Terms of Business apply to all goods and services that we provide to the exclusion of any other terms that the Customer may seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
   2. In these Terms of Business “Scribe”, “we” or “our” refers to Lexacom Scribe, a limited liability company incorporated in England and Wales (with registered company number 11433690) with registered office address at East Court Hardwick Business Park, Noral Way, Banbury, Oxfordshire, OX16 2AF, and “Customer” refers to the person firm or entity who or on whose behalf we provide goods and/or services to.
   3. We are registered with the Information Commissioner’s Office registered number ZA478407. Our VAT number is GB298392934.

2. User id 
   1. Scribe shall provide the Customer and as applicable each Authorised User with an ID in order to use the Services.  The ID may be used by the Authorised User, subject to these Terms of Business. It is the Customer’s responsibility to ensure all IDs are kept secure. If the Customer believes there has been a breach of the security such as the disclosure, theft or unauthorised use of any of the IDs, the Customer must notify Scribe immediately by emailing registeredoffice@lexacomscribe.co.uk. If Scribe reasonably believes that any of the IDs provided to the Customer is being used in any way which is not permitted by these Terms of Business, then Scribe reserves the right to suspend access to the Scribe Interface and provision of the Services immediately on giving notice to the Customer and to block access from those IDs until the issue has been resolved.

3. Uploading customer files 
   1. In order to engage Scribe to provide the Services an Authorised User shall Upload a Customer File.
   2. The Customer shall not be regarded as having Uploaded a Customer File and Scribe shall not be regarded as having received an Uploaded Customer File unless and until each such Customer File has been marked as “uploaded” on the Scribe Interface. Alternatively, if an Authorised User delivers a Customer File to Scribe otherwise than via the Scribe Interface (for example via email or a mobile phone app), then it is the Customer’s responsibility to contact Scribe to confirm safe receipt.
   3. Scribe’s obligation to perform the Services in relation to any Customer File shall not commence until Scribe has received the Customer File as provided by clause 3.2.
   4. When an Authorised User clicks the relevant upload button via the Scribe Interface against an individual or group of Customer Files, or Scribe receives a Customer File otherwise than via the Scribe Interface, that action shall constitute the Customer’s unconditional and irrevocable instruction to engage Scribe to provide the Services relating to the Customer Files Uploaded.

4. Supply of services
   1. Scribe shall provide the Services to the Customer in accordance with the Services Schedule in all material respects.
   2. Scribe shall use reasonable endeavours to:
      1. accurately transcribe and copy type files and documents (as applicable) provided by the Customer. In the event that a word, sentence or any other request dictated or written (as applicable) by the Customer is not clear and/or identifiable, Scribe shall highlight the same appropriately in the Customer Output File.
      2. meet the performance times for the Services as set out in the Services Schedule, but any such times shall be estimates only and time shall not be of the essence for the performance of the Services.
         If any Customer File is, in Scribe’s reasonable opinion, unusually difficult to transcribe or copy type (as applicable) or it does not comply with Scribe’s fair transcription policy from time to time, then Scribe reserves the right to suspend work on that Customer File in order to negotiate an uplift to the price and time before it provides the Transcription Services to that Customer File. If Scribe and the Customer do not agree on any such uplift to the price and time then Scribe may refuse to conduct the Transcription Services relating to that Customer File and pending any such agreement the Service Levels shall not apply to that Customer File.
   3. Scribe shall have the right to make any changes to the Services which are necessary to comply with any applicable law, or which do not materially affect the nature or quality of the Services, and Scribe shall notify the Customer in any such event.
   4. Scribe undertakes to the Customer that the Services will be provided with reasonable care and skill.
   5. If the Services relating to any Client Output File do not conform with the undertaking at clause 4.5, Scribe will either re-provide at its expense the Services relating to the Customer Output File in question, or refund or credit (as applicable) the charges in respect of the Customer Output File in question. Such re-provision of the Services or refund or credit (as applicable) constitutes the Customer's sole and exclusive remedy for any breach of the undertaking set out in 4.5. Notwithstanding the foregoing, Scribe:
      1. does not warrant that the Customer's use of the Services will be uninterrupted or error-free; or that the Services and/or the information obtained by the Customer through the Services will meet the Customer's requirements; and
      2. is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
5. Customer's obligations 
   1. The Customer is responsible for:
      1. ensuring that Customer Files are Uploaded in the correct File Format, and are clear and comprehensible;
      2. ensuring that the correct version of the Customer File is Uploaded. Scribe shall not be responsible for determining if the Customer has Uploaded a Customer File in error (whether due to Uploading a Customer File in duplicate or otherwise), and accordingly the Customer will be responsible in full for the charges invoiced by Scribe in providing Services in relation to any Customer Files Uploaded in error;
      3. undertaking the final proof-reading, checking, editing or formatting of a Customer Output File; and
      4. checking a Customer Output File has been placed in the Customer’s case management system where applicable.
   2. The Customer undertakes:
      1. to obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;
      2. to be solely responsible for procuring and maintaining its network connections and telecommunications links, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to its network connections or telecommunications links or caused by the internet;
      3. to ensure that its computer system contains proper security and safety measures, including comprehensive virus and firewall protection in accordance with good computing practise;
      4. to ensure that it, or its licensors, are the owner or licensee of any Intellectual Property Rights in the Customer Files and that Scribe’s use of the Customer Files for the purposes of the Services shall not infringe any third party Intellectual Property Rights;
      5. to retain a copy of and appropriately safeguard all Customer Files and any other materials sent to Scribe for the purposes of the Services;
      6. to ensure that its network and systems comply with any relevant specifications provided by Scribe from time to time; and
      7. to allow Scribe’s employees, agents, consultants and subcontractors access to the Customer’s premises and computer systems as may be reasonably required by Scribe to provide the Services and for the purposes of training and support.
   3. The Customer undertakes to Scribe not to:
      1. transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any of Scribe’s computer software or hardware;
      2. use the Services for unlawful purposes and in particular not to Upload Customer Files containing content which:
         1. contains any material which is obscene, offensive, hateful or inflammatory.
         2. promotes violence or sexually explicit material.
         3. promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.
         4. infringes any copyright, database right or trade mark of any other person.
         5. is made in breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence.
         6. promotes any illegal activity.
         7. advocates, promotes or assists any unlawful act such as (by way of example only) copyright infringement or computer misuse.
      3. except as may be allowed by any applicable law which is incapable of exclusion by agreement between the Customer and Scribe:
         1. and except to the extent expressly permitted under these Terms of Business, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Scribe Interface and/or Scribe Interface Documentation (as applicable) in any form or media or by any means; or
         2. attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Scribe Interface;
      4. license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Scribe Interface and/or Scribe Interface Documentation available to any third party except the Authorised Users;
      5. access all or any part of the Scribe Interface and Scribe Interface Documentation in order to build a product or service which competes with the Scribe Interface and/or the Scribe Interface Documentation; or
      6. directly or indirectly solicit or entice away (or attempt to solicit or entice away) any person who is employed or engaged by Scribe in the provision of the Services to the Customer during or for a period of 6 months from the last date the Customer used the Services (except with the prior written consent of Scribe).
   4. The Customer shall indemnify and hold Scribe harmless from and against all and any losses, liabilities, demands, claims, costs and expenses (including legal costs and disbursements on an indemnity basis) and damages incurred or suffered by Scribe, and any damages awarded against Scribe, arising directly or indirectly as a result of or in connection with any claim that the Customer Files infringe any Intellectual Property Rights of any third party or are libellous, defamatory or obscene.

6. Sale and delivery of goods, LIMITED WARRANTY AND OWNERSHIP
   1. Any quotation given by Scribe shall not constitute an offer and is only valid for a period of 14 Business Days from its date of issue. A Goods Order shall constitute an offer by the Customer to purchase Goods in accordance with these Terms of Business. A Goods Order shall only be deemed to be accepted when Scribe issue’s a written acceptance of the Goods Order at which point and on which date a Goods Contract shall come into existence. The Goods Contract shall constitute the entire agreement between the Customer and Scribe relating the Goods the subject matter of the Goods Contract. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of Scribe which is not set out in the Goods Contract.
   2. Any descriptive matter or advertising which Scribe issues and any descriptions of the Goods contained in Scribe’s marketing and information materials are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Goods Contract or have any contractual force.  Scribe reserves the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirements.
   3. Any dates quoted for delivery of the Goods are approximate only, and the time of delivery is not of the essence. Scribe shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or by the Customer’s failure to provide Scribe with adequate delivery instructions. Delivery of the Goods shall be deemed completed on the Goods being collected by the carrier appointed to deliver them to the Customer’s address. Where Goods are delivered in instalments there may be a variation to the price due to changes in postal costs, taxes and purchases costs.
   4. Scribe warrants that on delivery, and for a period of 21 days from the date of delivery (Warranty Period), the Goods shall conform in all material respects with their description; and be free from material defects in design, material and workmanship. The limited warranty in this clause shall not apply if a defect in the Goods arises as a result of fair wear and tear, wilful damage, negligence, or abnormal use of the Goods. All other warranties, conditions and other terms implied by law shall be excluded to the fullest extent permitted by law. The Customer shall be entitled to the benefit of any warranty and guarantee attaching to the Goods as is provided by the manufacturer or supplier to Scribe to the extent that they are assignable by Scribe to the Customer.
   5. The risk in the Goods shall pass to the Customer from the time of delivery. Title to the Goods shall not pass to the Customer until Scribe has received payment in full (in cash or cleared funds) for the Goods. Until title to the Goods has passed to the Customer, the Customer shall (1) hold the Goods on a fiduciary basis as Scribe’s bailee (2) ensure the Goods remain readily identifiable as Scribe’s property (3) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods (4) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price (5) notify Scribe immediately if the Customer becomes subject to any of the events listed in clause 12.1.2 to clause 12.1.12. If before title to the Goods passes to the Customer, the Customer becomes subject to any of the events listed in clause 12.1.2 to clause 12.1.12, or Scribe reasonably believes that any such event is about to happen and notifies the Customer accordingly, then, provided the Goods have not been resold, and without limiting any other right or remedy Scribe may have, Scribe may at any time require the Customer to deliver up the Goods and, if the Customer fails to do so promptly, enter any of the Customer’s premises or of any third party where the Goods are stored in order to recover them.

7. Charges and payment
   1. The charges for Services shall be as provided in the Services Schedule. The price for Goods shall be the price set out in the Goods Order or, if no price is quoted, the price set out in Scribe’s published price list as at the date of delivery. The price of the Goods is exclusive of all costs and charges of packaging, insurance and transport of the Goods.
   2. In respect of Services, Scribe shall invoice the Customer at the intervals as provided in the Services Schedule. In respect of Goods, Scribe shall invoice the Customer on or at any time after completion of delivery.
   3. The Customer shall pay each invoice submitted by Scribe within the time for payment set out in the Services Schedule or Goods Contract (as applicable), time for payment being of the essence.
   4. All amounts payable by the Customer are exclusive of amounts in respect of value added tax chargeable from time to time (VAT) which shall be payable in full.
   5. Scribe reserves the right to suspend the provision of the Services if the amount owed to Scribe by the Customer exceeds the credit limit as provided by the Services Schedule.
   6. Scribe reserves the right to: 
      1. increase its standard rates for the charges for the Services, by giving notice to the Customer of any such increase 1 month before the date of the increase; and
      2. increase the price of the Goods, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of the Goods to Scribe that is due to any factor beyond Scribe’s control or any request by the Customer to change the Goods ordered.
   7. Without limiting any other right or remedy Scribe may have, if the Customer fails to make any payment due to Scribe under any invoice by the due date for payment (Due Date), Scribe shall have the right to charge interest on the overdue amount at the rate of 4 per cent per annum above the then current National Westminster Bank plc's base rate accruing on a daily basis from the Due Date until the date of actual payment of the overdue amount, whether before or after judgment, and compounding quarterly.
   8. The Customer shall pay all amounts due under the Scribe Invoices in full without any deduction or withholding except as required by law and the Customer shall not be entitled to assert any credit, set-off or counterclaim against Scribe in order to justify withholding payment of any such amount in whole or in part. Scribe may, without limiting its other rights or remedies, set off any amount owing to Scribe by the Customer against any amount payable by Scribe the Customer.
   9. Scribe shall provide limited telephone-based training to one Authorised User of the Customer, usually up to in aggregate one hour of time, to resolve installation and usage issues on software supplied by Scribe. The support is not intended to cover training issues. If Scribe considers that there are training issues then Scribe reserves the right to charge the Customer for the training on a time and material basis at Scribe’s then current rates.
   10. Scribe shall be entitled to charge the Customer for any expenses reasonably incurred by Scribe in connection with the Services including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by Scribe for the performance of the Services, and for the cost of any materials, in each case as applicable.

8. Customer data and auditing
   1. The Customer shall own all right, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
   2. Scribe undertakes to: 
      1. use secure transmission (256-bit SSL encryption) for the delivery and/or transmission of all Customer Output Files, unless otherwise agreed between Scribe and the Customer; and
      2. delete all copies of Customer Output Files and Audio Files 45 Days from the date of receipt as provided by clause 3.2.
   3. Both parties shall, in the course of performing their obligations under these Terms of Business in and otherwise in connection with the supply of the Services, comply with their respective obligations under the Data Protection Legislation.
   4. If Scribe processes any personal data on the Customer’s behalf when performing the Services, Scribe and the Customer record their intention that Customer shall be the data controller and Scribe shall be a data processor (where data controller/controller and data processor/processor have the meanings as defined in the Data Protection Legislation).
   5. A general description of the scope, nature and purpose of Processing by Scribe, the duration of the Processing and the types of Personal Data (as is set out in the Appendix to these Terms of Business).
   6. Without prejudice to the generality of clause 8.3, the Customer will ensure that it has all necessary appropriate consents and notices in place to:
      1. enable lawful transfer of the Customer Personal Data to Scribe;
      2. Process the Customer Personal Data; and
      3. permit Scribe to Process the Customer Personal Data in accordance with and for the purposes of the provision of the Services and performance of its obligations under these Terms of Business.
   7. Scribe shall, in relation to the Customer Personal Data Processed in connection with the provision of the Services and the performance of its obligations under these Terms of Business:
      1. only process the Personal Data for the purpose set out in the Appendix and not for any other purpose unless Scribe is acting on the written instructions of the Customer or is otherwise required to do so by the laws of any member of the European Union or by the laws of the European Union applicable to Scribe (Applicable Law). Where Scribe is relying on Applicable Law as the basis for Processing Customer Personal Data, Scribe shall promptly notify the Customer of this before performing the processing required by the Applicable Law unless prohibited by such Applicable Law.
      2. ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Customer Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Customer Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Customer Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
      3. ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Customer Personal Data confidential; and
      4. not transfer any Customer Personal Data outside of the European Economic Area unless the prior written consent of the Customer has been obtained and the following conditions are fulfilled:
         1. the Customer or Scribe has provided appropriate safeguards in relation to the transfer;
         2. the data subject has enforceable rights and effective legal remedies;
         3. Scribe complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and
         4. Scribe complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the Personal Data;
      5. assist the Customer, at the Customer's cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
      6. notify the Customer without undue delay on becoming aware of a Personal Data breach;
      7. at the written direction of the Customer, delete or return Customer Personal Data and copies thereof to the Customer on termination of these Terms of Business and the provision of the Services unless required by Applicable Law to store the Customer Personal Data; and
      8. maintain complete and accurate records and information to demonstrate its compliance with this clause 8.
   8. The Customer consents to Scribe appointing its transcribers (whom may be appointed by Scribe on a sub-contractor, self-employed, consultancy or other basis) as third-party processors of Customer Personal Data in connection with the provision of the Services. Scribe confirms that it has entered or (as the case may be) will enter with such third-party processors into a written agreement incorporating terms which are substantially similar to those set out in this clause 8. As between the Customer and Scribe, Scribe shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this clause 8.
   9. If the Customer is authorised and regulated by the Solicitors Regulatory Authority (“SRA”), then during Scribe’s appointment under these Terms of Business and for a period of 12 calendar months following completion of the last Services provided, Scribe shall permit the SRA and its officers, employees and representatives (“Agents”) (subject to the SRA and the Agents first entering into a confidentiality undertaking in a form approved by Scribe in favour of Scribe) to carry out an audit of Scribe in respect of the Services (“Audit”) and Scribe agrees to provide assistance as reasonably requested by the SRA and the Agents in relation to any Audit carried out pursuant to these Terms of Business and will afford access to the SRA and the Agents during normal working hours to the principal place of business from time to time of Scribe.
   10. Subject always to Scribe’s obligations pursuant to the Data Protection Legislation, Scribe shall make available reasonable access to its facilities for the specific purposes of:
       1. enabling the SRA and the Agents to inspect all material information in any form directly relevant to the Audit; and
       2. inspecting systems, procedures and controls used by Scribe in connection with the Services.
   11. The Customer shall give Scribe at least 5 Business Days written notice requesting an Audit pursuant to this clause 8.
   12. Either party may, at any time on not less than 30 days’ notice, revise this clause 8 by replacing it with any applicable controller to processor standard clauses or similar terms forming party of an applicable certification scheme (which shall apply when replaced by attachment to these Terms of Business).
9. Intellectual property rights 
   1. The Customer acknowledges and agrees that Scribe and/or its licensors own all intellectual property rights in the Scribe Interface and the Scribe Interface Documentation. Except as expressly stated herein, these Terms of Business do not grant the Customer any rights to, or in, any Intellectual Property Rights in respect of the Services, the Scribe Interface and/or the Scribe Interface Documentation.
10. Confidentiality
    1. Each party may be given access to Confidential Information from the other party in order to perform its obligations under these Terms of Business. A party's Confidential Information shall not be deemed to include information that:
       1. is or becomes publicly known other than through any act or omission of the receiving party;
       2. was in the other party's lawful possession before the disclosure;
       3. is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
       4. is independently developed by the receiving party, which independent development can be shown by written evidence; or
       5. is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
    2. Each party shall hold the other's Confidential Information in confidence and, unless required by law, not make the other's Confidential Information available to any third party or use the other's Confidential Information for any purpose other than as provided by these Terms of Business.
    3. Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in breach of these Terms of Business.
    4. Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
    5. The Customer acknowledges that details of the Scribe Interface Documentation, constitute Scribe's Confidential Information.
    6. Scribe acknowledges that the Customer Data is the Confidential Information of the Customer.
    7. This clause 10 shall survive termination of the agreement between the Customer and Scribe as created by these Terms of Business, however arising.

11. Limitation of liability: The customer’s ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE
    1. This clause 11 sets out the entire financial liability of Scribe (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer:
       1. arising under or in connection with these Terms of Business;
       2. in respect of any use made by the Customer of the Services, the Scribe Interface and the Scribe Interface Documentation or any part of them; and
       3. in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Services, the Scribe Interface and the Scribe Interface Documentation.
    2. Except as expressly and specifically provided in these Terms of Business:
       1. the Customer assumes sole responsibility for results obtained from the use of the Services by the Customer.  Scribe shall have no liability for: 
          1. any damage caused by errors or omissions in any information, instructions or scripts provided to Scribe by the Customer in connection with the Services, or any actions taken by Scribe at the Customer's direction;
          2. any inaccuracies in any Customer Output File as a result of any word, sentence or other request dictated or written (where applicable) by the Customer or any Authorised User being unclear or illegible;
          3. a Customer Output File being replaced in the wrong place in the Customer’s case management system (where applicable); and
          4. an instruction sent by the Customer for the provision of the Services not being received by Scribe.
       2. all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from Scribe’s provision of the Services and any Goods Contract; and
       3. the Services and the Scribe Interface Documentation are provided to the Customer on an "as is" basis.
    3. Nothing in these Terms of Business excludes the liability of Scribe:
       1. for death or personal injury caused by the Scribe's negligence; or
       2. for fraud or fraudulent misrepresentation.
    4. Subject to clause 11.2 and clause 11.3:
       1. Scribe shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under these Terms of Business; and
       2. Scribe's total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Services or any Goods Contract shall be limited to the lower of £2000 or the amount equal to the aggregate value of all Services and Goods Contracts provided to the Customer during the 12 months immediately preceding the date on which a claim arises.
    5. This clause 11 shall survive termination of the agreement between the Customer and Scribe as created by these Terms of Business, however arising.

12. Termination
    1. Without limitation to its rights or remedies each party may terminate these Terms of Business with immediate effect by giving written notice to the other party if: 
       1. the other party commits a material breach of its obligations under these Terms of Business and (if such breach is remediable) fails to remedy that breach within 10 Days after receipt of notice in writing of the breach;
       2. the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;
       3. the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
       4. a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of the other party with one or more other companies or the solvent reconstruction of that other party;
       5. the other party (being an individual) is the subject of a bankruptcy petition or order;
       6. a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;
       7. an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party (being a company);
       8. a floating charge holder over the assets of the other party (being a company) has become entitled to appoint or has appointed an administrative receiver;
       9. a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
       10. any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 12.1.2 to clause 12.1.9 (inclusive);
       11. the other party suspends, threatens to suspend, ceases or threatens to cease to carry on, all or substantially the whole of its business; or
       12. the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.
    2. Without limiting its other rights or remedies, Scribe may terminate the agreement between the Customer and Scribe as created by these Terms of Business:
       1. by giving the Customer 1 month’s written notice;
       2. with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under to Scribe on the due date for payment.
    3. Without limiting Scribe’s other rights or remedies, Scribe shall have the right to suspend the supply of Services or all further deliveries of Goods if:
       1. the Customer fails to pay any amount due to Scribe on the due date for payment in accordance with the Services Schedule; or
       2. the Customer becomes subject to any of the events listed in clause 12.1.2 to clause 12.1.12, or Scribe reasonably believe that the Customer is about to become subject to any of them.

13. Consequences of termination
    1. On termination of these Terms of Business the Customer and Scribe as created by these Terms of Business for any reason:  
       1. All licences granted under these Terms of Business shall immediately terminate;
       2. The Customer shall immediately pay to Scribe all of Scribe’s outstanding unpaid invoices and interest and, in respect of any Services and/or Goods supplied but for which no invoice has yet been submitted, Scribe shall submit an invoice, which shall be payable by the Customer immediately on receipt;
       3. the accrued rights and remedies of the parties as at termination shall not be affected, including the right to claim damages in respect of any breach of the agreement between the Customer and Scribe as created by these Terms of Business which existed at or before the date of termination or expiry; and
       4. clauses which expressly or by implication have effect after termination shall continue in full force and effect.

14. Employees
    1. The parties agree that the TUPE Regulations should not apply to transfer any employees to Scribe on the commencement of this agreement or otherwise.
    2. If, notwithstanding clause 14.1, any person who has been employed or engaged by the Customer, any Customer Affiliate or a previous supplier of the Services to the Customer or any Customer Affiliate, transfers or claims to have transferred to the employment of Scribe as a result of the application of the TUPE Regulations, or otherwise as a result of or connected to the appointment of Scribe as a supplier of the Services to the Customer under this agreement, Scribe shall within three months of becoming aware of such person's transfer be entitled to dismiss any such person and the Customer shall indemnify Scribe from and against any and all costs, proceedings, actions, claims or demands, liabilities and obligations which it may incur (including legal costs and expenses) arising out of or in connection with that person's employment or its termination (in either case whether prior to such person's transfer to Scribe or thereafter).
    3. The indemnity to be provided by the Customer pursuant to clause 14.2 shall include but not be limited to:
       1. any claim relating to redundancy (whether pursuant to statutory requirements or otherwise) breach of contract, wrongful dismissal, unfair dismissal, discrimination by reason of sex, race, disability or religious belief, equal pay, health and safety (including industrial injury) and any other claim relating to such person's employment or its termination whether under UK or European law, the Treaty of Rome, or otherwise; and
       2. any claim arising out of any failure by Scribe to comply with any obligations relating to the provision of information and/or consultation in relation to such person whether pursuant to the TUPE Regulations or any statutory requirement (including any requirement pursuant to the Trade Union & Labour Relations (Consolidation) Act 1992) or any collective agreement or otherwise.

15. General
    1. Force majeure:
       1. For the purposes of these Terms of Business, Force Majeure Event means an event beyond our reasonable control including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the party or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
       2. Scribe shall not be liable to the Customer as a result of any delay or failure to perform its obligations as a result of a Force Majeure Event.
    2. Assignment and subcontracting:
       1. Scribe may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights under these Terms of Business and may subcontract or delegate in any manner any or all of its obligations under these Terms of Business to any third party.
       2. The Customer shall not, without Scribe’s prior written consent, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under these Terms of Business.
    3. Notices:
       1. Any notice or other communication required to be given to a party under or in connection with these Terms of Business shall be in writing and shall be delivered to the other party personally or sent by prepaid first-class post, recorded delivery or by commercial courier, at its registered office (if a company) or (in any other case) its principal place of business, or sent by fax to the other party's main fax number or sent by email to the other party’s email address set out on the Services Schedule.
       2. Any notice or other communication shall be deemed to have been duly received if delivered personally, when left at such addressor, if sent by prepaid first-class post or recorded delivery, at 9.00 am on the second Business Day after posting, or if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed, or if sent by fax, on the next Business Day after transmission, or if sent by email before 15.00 on the same Business Day as sending or if sent by email after 15.00, then on the next Business Day after sending.
       3. This clause 15.3 shall not apply to the service of any proceedings or other documents in any legal action. For the purposes of this clause, notice given under these Terms of Business shall not be validly served if sent by e-mail.
    4. Waiver and cumulative remedies: 
       1. A waiver of any right under these Terms of Business is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under any these Terms of Business or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
       2. Unless specifically provided otherwise, rights arising under these Terms of Business are cumulative and to not exclude rights provided by law.
    5. Severance:
       1. If a court or any other competent authority finds that any provision of these Terms of Business (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of these Terms of Business shall not be affected.
       2. If any invalid, unenforceable or illegal provision of these Terms of Business would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
    6. No partnership: Nothing in these Terms of Business is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.
    7. Third parties: A person who is not a party to these Terms of Business shall not have any rights under or in connection with it.
    8. Variation: Except as set out in these Terms of Business, any variation, including the introduction of any additional terms and conditions, to these Terms of Business shall only be binding when agreed in writing and signed by Scribe.
    9. Governing law and jurisdiction: These Terms of Business, and any dispute or claim arising out of or in connection with either of them or their subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.

16. Interpretation
    1. Definitions. In these Terms of Business, the following definitions apply:
       “Scribe Interface”; the software interface to Upload a Customer File to Scribe such interface as modified and developed by Scribe from time to time. 
       “Scribe Interface Documentation”; the user guide documentation in respect of the Services. 
       “Audio File”; an audio file in the Audio File Format.
       “Audio File Format”; any of the following audio file formats: DS2; DSS; DVF; LXW; MP3; WAV; OR WMA. 
       “Authorised User”; the Customer’s personnel authorised by the Customer to use the Services.  
       "Business Day"; a day (other than a Saturday, Sunday or a public holiday) when banks in London are open for business.
       “Confidential Information ”; information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 10.1. 
       “Control” has the meaning given in section 1124 of the Corporation Tax Act 2010 and the term “Controlled” will be construed accordingly;
       Copy Typing File Format; BMP; DOC; DOCX; JPEG; JPG; PDF; RTF; TIF; OR ZIP.  
       “Copy Typing Services” the process of typing text from a written document into a Customer Output File.  
       "Customer"; the person or firm who purchases Goods and/or Services from Scribe. 
       “Customer Affiliate” means any other entity Controlled directly or indirectly by the Customer, any entity that Controls directly or indirectly the Customer or any entity directly or indirectly under common Control with the Customer;
       “Customer Data ” the data provided by the Customer and Authorised Users including the contents of Customer Files, for the purpose of using the Services or facilitating the Customer’s use of the Services.
       “Customer Personal Data” the Personal Data set out in the Schedule comprised in the Customer Data.
       “Customer File”; the Customer’s Audio File in the case of Transcription Services and the Customer’s written document in the case of Copy Typing Services.
       “Customer Output File”; the completed computer file containing the transcribed Audio File in the case of the Transcription Service and the copy typed file in the case of the Copy Typing Services. “Data Protection Legislation” (i) unless and until the GDPR is no longer directly applicable in the UK, the General Data Protection Regulation ((EU) 2016/679) and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK and then (ii) any successor legislation to the GDPR or the Data Protection Act 1998.
       “File Format” the Audio File Format or the Copy Typing File Format as applicable. 
       "Force Majeure Event"; has the meaning given to it in clause 15.1.1.
       "Goods"; the goods (or any part of them) set out in the Goods Order. 
       "Goods Contract"; the contract between Scribe and the Customer for the supply of Goods in accordance with these Terms of Business.
       "Goods Order"; the Customer’s order for the supply of goods as set out in the Customer’s written purchase order form, or the Customer’s written acceptance of Scribe’s quotation (as applicable). 
       "Intellectual Property Rights"; all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
       “Personal Data” is defined in the Data Protection Legislation.
       “Processing” is defined in the Data Protection Legislation and the terms “Processed” shall be construed accordingly.
       “Services” the Transcription Services, Copy Typing Services and such other services that Scribe may offer to provide to the Customer from time to time. 
       “Services Schedule"; the schedule setting out amongst other things the fees and delivery time for the Services.
       “Transcription Services”; the process of the transcription of an Audio File to a Customer Output File.
       “TUPE Regulations”; means the Transfer of Undertakings (Protection of Employment) Regulations 2006, as amended from time to time
       “Upload”; the transfer of a Customer File by the Customer to Scribe, and “Uploaded” shall mean the completion of such transfer.  
    2. Construction. In these Terms of Business, the following rules apply:
       1. a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
       2. a reference to a party includes its personal representatives, successors or permitted assigns;
       3. a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
       4. any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
       5. a reference to writing or written includes faxes and e-mails.

Appendix

Details of Processing undertaking by Scribe

Services Schedule 

1. Scribe Fees
   Service
   Transcribing from digital recordings (single voice)
   Fee
    £1.10 per recorded minute
2. Delivery times
   Received      Returned
   Monday before 5pm     Tuesday before 5pm
   Tuesday before 5pm     Wednesday before 5pm
   Wednesday before 5pm     Thursday before 5pm
   Thursday before 5pm     Friday before 5pm
   Friday before 5pm     Monday before 5pm
   Friday after 5pm     Tuesday before 5pm
3. Payment Terms
   7 days from date of invoice. Invoices raised on a weekly basis. 
4. Credit limit 
   £1,000.
5. Notes
   Digital recordings are rounded up to the next full minute for the purpose of invoicing.

Prices exclude VAT.

This is the services schedule referred to in our terms of business. Please note that we only supply our services and goods subject to our terms of business, and by using our services and/or purchasing goods from us you are confirming as the Customer that you have read, understood and accepted them. A copy of our terms of business may be found on our website at www.lexacomscribe.co.uk.