Appendix 1
Any work undertaken by Norty Ltd T/A T-Pro is subject to the following Terms and Conditions:
These Terms and Conditions apply in full to the supply to the Client of transcription Services (the Services) by Norty Ltd T/A T-Pro (T-Pro) is registered in Ireland, IE273216 registered office is 32 Fitzwilliam Place, Dublin 2
In these Terms and Conditions (the Conditions):
Assignment means each assignment to be completed by T-Pro for the Client under these Conditions;
Client/you means the person, firm or organisation named for whom T-Pro Ltd has agreed to provide the Services in accordance with these Conditions;
Client Material means but shall not be limited to any digital audio files, mini discs, CDs DVDs, video files or other data provided by the Client for the purposes of the Contract;
Commencement Date means the date on which the supply of the Services will commence as specified in this document.
Contract means the contract for the provision of the Services made between T-Pro and the Client;
Confidential Information means without limitation all information and data of whatever nature or form contained in the Client Material;
Intellectual Property Rights means any patents, design rights, trade marks, service marks (in each case whether registered or not), applications or rights to apply for any of the foregoing, database rights, know-how, trade or business names, rights in confidential information, goodwill and other similar rights existing in any part of the world.
- Booking
1.1 The supply of the Services shall be subject to these Terms and Conditions. Following your submission of a Quotation Request, T-Pro will be provided you with a written Transcription Quotation which will be valid for 28 days from its date. Upon signing this document a binding Contract shall come into force between T-Pro and you the client.
1.2 In the absence of written clarification from the client, transcriptions shall be carried out in accordance with our standard Transcription Policy. Which is available upon request.
1.3 These Terms and Conditions constitute the whole agreement between T-Pro and you and supersede any prior promises, representations, undertakings or implications whether written or oral.
No variation of these Terms and Conditions shall apply unless confirmed in writing by
T-Pro.
- Delivery
2.1 T-Pro undertakes to use it reasonable endeavours to complete the Assignment by the dates agreed with you but time shall not be of the essence in this regard. If there is any reason why completion of the Assignment is going to be unduly delayed, T-Pro shall inform you as soon as possible.
- Pricing
3.1 Except where otherwise agreed, our rating structure is based on a per audio minute basis, with costs for each audio file being calculated to the next whole minute. If we are instructed to undertake tasks which do not relate solely to the transcription of audio and therefore cannot be charged on a recorded minute basis, we shall calculate this part of our services on an hourly rating structure, to be notified by T-Pro to the Client at the time of instruction to undertake such work. Hourly charges shall be calculated in blocks of 15 minutes.
3.2 The price for the Assignment shall be as set out in this document. The Transcription Quotation is based on the information provided by you at the time of booking. Additional fees may be applied for complex or highly technical material, or where, in the sole opinion of T-Pro, the audio quality or content of an Assignment is not as indicated at the time of the Quotation Request. This will be discussed and agreed with you at the earliest opportunity.
3.3 Rates will be reviewed from time to time, with notification of such changes being given to Clients one month before the implementation of such changes. All costs of materials supplied or used in the course of completing an Assignment i.e. fax, email and postage charges will be invoiced in addition to the rates quoted and will be notified to you in advance. An administration fee of 1 euro will be payable in respect of each printed Word document returned to you.
3.4 Any work completed from cassette-based or physical disc sources shall be subject to an enhanced rating structure.
3.5 All prices are quoted exclusive of VAT which shall be applied at the prevailing rate.
3.6 When we receive specific requests for completion of Assignments during weekends or Bank Holiday periods, this work will be subject to a 25% surcharge on our basic rates notified to you in advance.
- Payment
4.1 Payment shall be made on completion of the Assignment, unless a monthly account has been agreed, whereupon the invoice will be issued on the last working day of the month in which the Assignment was undertaken. Payment will be due within 30 days of the date of invoice.
4.2 For private individuals and overseas clients, a 25% deposit may be payable at the outset, and the remainder of the fee charged on completion of the Assignment. This shall become due immediately.
4.3 In respect of work undertaken on behalf of University Departments, invoices will be raised either upon completion of the Assignment or at fortnightly intervals for lengthy projects, whichever occurs earlier. Payment is then due strictly within 30 days of the date of invoice.
4.4 Payment can be made by:
4.4.1 Cheque payable to ‘T-Pro’;
4.4.2 Bank transfer – details shown on invoice;
4.4.3 Pay Pal.
Please note that Pal Pal payments may be subject to a 2.5% surcharge applied to the invoice total. Any bank charges incurred by T-Pro Ltd, arising from the return of unpaid cheques shall be settled by the client.
4.5 Time for payment shall be of the essence.
4.6 If you fail to pay any sum due under these Conditions on the due date, T-Pro shall be entitled, without limiting any other rights it may have to:
4.6.1 suspend the Services and/or completion of the Assignment without notice;
4.7 No payments shall be deemed to have been received by T-Pro until we have received cleared funds.
- Cancellation and Termination
5.1 Following receipt of this signed contract, no cancellation or suspension of the Services by you shall be valid or binding unless notified in writing to T-Pro. You are responsible for ensuring that the Client Material and instructions provided to T-Pro are correct and subject to these Terms, you are responsible for paying for all work completed by T-Pro.
5.2 If you are a consumer, under the Consumer Protection ACT 2007 you have the right to cancel the Contract within seven days of the date of signing this document. However if you state the Commencement Date to be a date within the seven-day period described above you agree to waive your right to cancel.
- Illegal Matter
6.1 T-Pro shall not be required to print or produce any material which in its opinion is or may be of an illegal or libelous nature. You shall indemnify T-Pro in respect of any loss, damages, costs (including reasonable legal fees), expenses or any other claims suffered by T-Pro and arising out of any libelous or illegal matter contained in any material printed or produced for you.
- Confidentiality
7.1 T-Pro undertake to keep all information supplied by you strictly confidential and will not disclose any information to third parties (other than sub-contracted transcriptionists) without your written permission unless required to do so by a court of competent jurisdiction or by a government or regulatory authority.
7.2 All transcriptionists are required to sign a T-Pro Confidentiality Agreement. If you wish us to sign your own Confidentiality Agreement we are happy to consider this upon receipt of a copy.
7.3 T-Pro and its transcriptionists are required to comply with a Data Processing and Data Security Protocol, a copy of which can be provided to you on request.
- Amendments
8.1 T-Pro has to take responsibility for accuracy of transcription. However, we must proof read before authorisation as is normal practice
8.2 For the purposes of this clause, completion is deemed to be the date on which T-Pro notifies you that the completed Assignment is available to you for downloading or returned. If the Assignment is made available in parts, completion shall be the date and time at which the final part is made available.
- Intellectual Property Rights
9.1 On request by you in writing, T-Pro will return any Client Materials and erase any computer files relating to the Services, once the Services are completed. T-Pro deletes all completed material after 3 Months. This holding period can be agreed with the client.
9.2 You will indemnify T-Pro in full against all losses, costs and expenses, including, without prejudice to the generality of the foregoing, legal fees, incurred as a result of any claim by any third party that T-Pro has breached any Intellectual Property Rights or any third party’s rights in Confidential Information in carrying out any of the Client’s instructions in relation to the Services.
- Warranties and Liability
10.1 T-Pro warrants to you that the Services will be provided using reasonable care and skill. Where T-Pro supplies in connection with the provision of the Services any goods supplied by a third party, T-Pro does not give any warranty, guarantee or other term as to their quality, fitness for purpose or otherwise, but shall, where possible, assign to you the benefit of any warranty, guarantee or indemnity given by the party supplying the goods to T-Pro.
10.2 T-Pro does not warrant that the use of the Services by you will increase the profitability of your business or generate new business for you.
10.3 You agree to keep a back-up copy of all Client Material you send to T-Pro. We recommend that any Client Material sent to T-Pro through the postal services is sent via Special Delivery. T-Pro shall not be liable for any loss, damage, costs, expenses or other claims arising from any Client Material which is lost or damaged through the postal system or of which you have not retained a copy or for damage to any tapes or mechanical failure of a cassette/disk.
10.4 T-Pro shall have no liability to you for any loss, damage, costs, expenses or other claims for compensation arising from:
10.4.1 any breach by you of these Conditions;
10.4.2 any Client Material or instructions supplied by the Client which are incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form, or arising from their late arrival or non arrival, or any other fault attributable to you;
10.4.3 any use by you of the transcribed or typed material for illegal or libellous purposes.
10.5 T-Pro shall not be liable to the Client by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the negligence of T-Pro, its employees or agents or otherwise) which arise out of or in connection with the provision of the Services or their use by you, and the entire liability of T-Pro under or in connection with the Contract shall not exceed the amount of the fees payable by you under the Contract.
10.6 T-Pro reserves the right to defer or to cancel the Contract without liability to you if it is prevented from or delayed in the carrying on of its business due to circumstances outside its reasonable control including but, without limitation, strike, lock-out or other industrial action (whether or not relating to either party’s workforce), terrorist activity, civil commotion, government action, acts of God, war or national emergency or other circumstances beyond T-Pro’s reasonable control provided that, if the event in question continues for a continuous period in excess of three months then either party shall be entitled to give notice in writing to terminate the Contract.
- General
11.1 The headings to these Conditions are for convenience only and shall not affect their construction.
11.2 Where the context so admits reference in these Conditions to one gender shall include the other gender and words denoting the singular shall include the plural and vice-versa.
11.3 References to any statute or statutory provision shall, unless the context otherwise requires, be construed as a reference to that statute or provision as from time to time amended, consolidated, modified, extended, re-enacted or replaced.
11.4 Failure or delay by T-Pro in enforcing or partially enforcing any provision of these Conditions shall not be construed as a waiver of any of its rights under these Conditions or the Contract. No waiver of any of these Conditions by either party shall be deemed to be a further or continuing waiver of any subsequent breach of that term or condition or any other term or condition.
11.5 You shall not be entitled to assign or sub-licence or part with possession of any of its rights or liabilities hereunder. T-Pro shall be free to sub-contract the performance of all or part of its obligations hereunder.
11.6 A person who is not party to the Contract has no right to enforce any term of the Contract or these Conditions.
11.7 These Conditions and any disputes or claims arising out of or in connection with their subject matter are governed by and construed in accordance with Irish law.
11.8 The parties irrevocably agree that the courts of Republic of Ireland have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these Conditions.
