CUSTOMER AGREEMENT
By and between ‘Overnight Typing’ and the ‘Customer’. Reference herein to the Customer shall include a company, a business partnership, an individual or a sole trader to which Overnight Typing provides its services and where it is the recipient of any invoice resulting from its purchase of services from Overnight Typing.
Reference herein to the Project shall mean all transcription services provided to the Customer by Overnight Typing.
The parties agree to the following, which shall apply during the term of this Customer Agreement. This Customer Agreement covers all services the Customer has purchased, whether for its own use or for the use of its customers.
This Customer Agreement is governed by the law of England and Wales. No other law will apply.
1. Order Acceptance
1.1 Overnight Typing may in its absolute discretion refuse to accept any order, or provide that acceptance be subject to such conditions as Overnight Typing may impose.
2. Payment for Services
2.1 The Customer will be advised at the time of upload, prior to commencement of the project, of the total cost charged by Overnight Typing. The customer agrees to pay the total cost prior to the commencement of the project.
2.2 Overnight Typing reserves the right to change its quoted price due to changes in the specification, quantities and/or quality of original or source material from the original uploaded project. Overnight Typing will impose a surcharge of 15p per audio minute on all audio files of poor quality or where English is not the mother tongue. Overnight Typing will advise the customer of such charges and issue an invoice for the outstanding balance due. For Customers on ‘pay as you go’ and ‘prepaid’ accounts, such invoices will be sent by email and must be paid via the designated electronic payment system.
2.3 Surcharge payments are due within 7 days of the date of invoice.
2.4 In the event that any surcharge amount remains unpaid after the period of time specified on the invoice, Overnight Typing reserves the right (in addition to its right to claim for payment) to discontinue, withhold or suspend services to the Customer and/or its customers to whom such unpaid amounts relate.
3. Refunds
3.1 No refund shall be applicable once transcription of any recording has commenced, unless Overnight Typing does not complete the contract or Overnight Typing uses its discretion to refund if the Customer gives notice that they do not wish to continue with the service.
3.2 Refund to the Customer of a prepaid credit instalment can only be made within 30 days of the date of instalment payment. If the Customer has used part of the instalment for payment of Overnight Typing’s services, only the balance remaining is to be refunded. Notice must be given in writing by the Customer to Overnight Typing.
4. Use of Services
4.1 Overnight Typing services may only be used for lawful purposes.
4.2 The Customer accepts that Overnight Typing does not accept any liability to the Customer and/or its customers from any loss or damage however caused (even if Overnight Typing had been advised of a possibility of such damage arising) resulting from transcriptions provided by or to the Customer and/or its customers using Overnight Typing services. Furthermore, Overnight Typing does not accept any liability for errors or incorrect transcription and the Customer agrees that it is the Customer’s responsibility to check transcription work carefully and ensure that no such errors exist.
4.3 The Customer agrees to indemnify Overnight Typing and keep it indemnified from and against all expenses, costs, damages and awards arising from any claims or actions brought or threatened against Overnight Typing by parties alleging any misuse by the Customer and/or its customers of Overnight Typing 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 Services
5.1 Overnight Typing’s liability to the Customer arising from defective services is limited (save in respect of death or personal injury) to the amount payable by the Customer to Overnight Typing under this Customer Agreement.
5.2 Overnight Typing will endeavour to guarantee a full service but does not accept liability for Overnight Typing’s 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 Overnight Typing’s control.
5.3 Overnight Tying will endeavour to provide but do not guarantee an overnight typing service on audio files uploaded after 9pm UK time and for audio files totalling more then 120 minutes uploaded by one customer in a 24 hour period. Overnight Typing do not guarantee an overnight typing service if upon commencement of the work, Overnight Typing finds the audio files to be of poor audio quality and/or different to the original Customer’s specifications of the original uploaded project.
5.4 Overnight Typing does not accept liability to the Customer for direct or consequential economic loss (including loss of profit or business).
6. Pricing Policy
6.1 The Customer agrees to provide to Overnight Typing all reasonable information on its existing and/or prospective activities which Overnight Typing may need to fulfill Overnight Typing’s obligations under this Customer Agreement.
6.2 Overnight Typing reserves the right to change prices as deemed necessary, on giving the Customer at least 30 days notice prior to implementing any changes except with respect to the provisions in section 11.
7. Confidentiality
7.1 Overnight Typing 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 Overnight Typing 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. Any transcribed work and sound files shall be deleted upon instruction in writing from the Customer.
7.3 Overnight Typing requires all contractors who provide services to Overnight Typing to sign and be bound by a Confidentiality Agreement. A copy of this Confidentiality Agreement can be forwarded upon request.
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 Overnight Typing.
9. Data Protection Act
9.1 Overnight Typing 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 Overnight Typing, 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 Where formal proceedings are to take place, only the courts of England and Wales are to have jurisdiction.
11. Termination of Customer Agreement
11.1 Overnight Typing may make changes to this Customer Agreement upon 30 day’s written notice to the Customer, advising of the change and the effective date thereof. Use of Overnight Typing services by the 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 30 day’s written notice prior to renewal.
11.3 Unless the said notice is received by Overnight Typing at least 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 Overnight Typing and the Customer agree to renegotiate in good faith any term held invalid and to be bound by mutually agreed substitution provisions.
12.2 If any terms of this Agreement are held to be invalid this shall not invalidate or render void the remaining terms of the Agreement.
12.3 Selecting the Terms and Conditions box when registering with Overnight Typing will confirm acceptance of the terms as detailed here.
13. Entire Agreement
13.1 This Customer Agreement sets forth the entire agreement and understanding between both parties, except as notified in writing by Overnight Typing in accordance with paragraph 1.1 and 6.2 of this Agreement.
14. Notices
14.1 All notices served by Overnight Typing to the Customer shall be sent to the Customer’s 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 Overnight Typing shall be by e-mail, fax or letter and shall be effective upon the date of actual receipt by Overnight Typing.