Why Wouldn’t You Limited

Terms and Conditions for using the Transcription Service

CUSTOMER AGREEMENT

Between Why Wouldn’t You Limited, a UK limited company, registered in England and the Customer.
Reference herein to Customer shall be to a company, a business partnership, individual or sole trader to which Why Wouldn’t You 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 Why Wouldn’t You Limited.
The parties agree to the following, which shall apply during the term of this Customer Agreement. This Customer Agreement covers all products and services Customer has purchased or ordered, whether for its own use or for the use of its customers.

1. Order acceptance

1.1     All orders are subject to acceptance by Why Wouldn’t You Limited.

1.2     An order will only be deemed accepted by Why Wouldn’t You Limited if it gives confirmation to such effect to Customer.
1.3     Why Wouldn’t You Limited may in its absolute discretion refuse to accept any order, or provide that acceptance be subject to such conditions as Why Wouldn’t You Limited may impose.

2. Payment for services

2.1     Why Wouldn’t You 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 Customer are made in writing.
2.2     Payments are due within 30 days of the date of invoice.
2.3     In the event that any amount remains unpaid after the period of time specified on the invoice, Why Wouldn’t You Limited reserves the right (in addition to its right to claim for payment) to discontinue, withhold or suspend products or services to Customer and/or its customers to whom such unpaid amounts relate.
2.4     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 Why Wouldn’t You Limited does not complete the contract or Why Wouldn’t You Limited uses its discretion to refund if the Customer gives notice that they do not wish to continue with the service.

4. Use of services

4.1     Why Wouldn’t You Limited products and services may only be used for lawful purposes.
4.2    The Customer accepts that Why Wouldn’t You Limited does not accept any liability to the Customer and/or its customers from any loss or damage however caused (even if Why Wouldn’t You Limited had been advised of a possibility of such damage arising) resulting from transcriptions provided by or to the Customer and/or its customers using Why Wouldn’t You Limited products or services. Furthermore, Why Wouldn’t You Limited does not accept any liability for errors or incorrect transcription and the Customer agrees that it is the Customers' responsibility to check transcription work carefully and ensure that no such errors exist.

4.3     Customer agrees to indemnify Why Wouldn’t You Limited and keep it indemnified from and against all expenses, costs, damages and awards arising from any claims or actions brought or threatened against Why Wouldn’t You Limited by parties alleging any misuse by Customer and/or its customers of Why Wouldn’t You 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     Why Wouldn’t You Limited’s liability to Customer arising from defective products or services is limited (save in respect of death or personal injury) to the amount payable by Customer to Why Wouldn’t You Limited under this Customer Agreement.
5.2     Why Wouldn’t You Limited will always endeavour to supply full service but does not accept liability for Why Wouldn’t You Limited’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 Why Wouldn’t You Limited’s control.
5.3     Why Wouldn’t You Limited does not accept liability to Customer for direct or consequential economic loss (including loss of profit or business).

6. Pricing policy

6.1     Customer agrees to provide to Why Wouldn’t You Limited all reasonable information on its existing and/or prospective activities which Why Wouldn’t You Limited may need to fulfill Why Wouldn’t You Limited’s obligations under this Customer Agreement.
6.2     Why Wouldn’t You Limited reserves the right to change prices as deemed necessary, on giving Customer at least thirty (30) days notice prior to implementing any changes except with respect to provision in section eleven (11).

7. Confidentiality

7.1     Why Wouldn’t You Limited 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     Why Wouldn’t You Limited 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. 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 from the Customer.

8. Transferral of Rights and obligations

8.1     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 Why Wouldn’t You Limited.
8.2     If Customer sells any of why Wouldn’t You Limited’s products or services to a third party it shall do so on terms which are not inconsistent with this Customer Agreement; and such Customer shall maintain adequate insurance as would normally be covered by a person carrying on in the same type of business as the Customer.

9. Data Protection Act

9.1     Why Wouldn’t You Limited reserves the right to hold information relevant to 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 Why Wouldn’t You Limited, 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 cannot 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     Why Wouldn’t You Limited may make changes to this Customer Agreement upon thirty (30) days written notice to the Customer, advising of the change and the effective date thereof. Utilisation of Why Wouldn’t You Limited services by 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     Unless otherwise specified in the individual Service Level Agreement between the Customer and Why Wouldn’t You Limited, Why Wouldn’t You Limited may also terminate this Customer Agreement on giving at least thirty (30) days written notice prior to renewal.
11.3     Unless the said notice is received by Why Wouldn’t You Limited at least thirty (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     This Customer Agreement is governed by English law and is covered by the jurisdiction of the English courts. If any provision of this Customer 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     Why Wouldn’t You Limited and the Customer agree to renegotiate in good faith any term held invalid and to be bound by mutually agreed substitution provision.

13. Entire agreement; modifications

13.1     This Customer Agreement sets forth the entire agreement and understanding between both parties and merges all prior discussion between them.
13.2     Why Wouldn’t You Limited may make changes to this Customer Agreement upon thirty (30) days written notice to the Customer, advising of the change and the effective date thereof. Utilisation of Why Wouldn’t You Limited services by 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.

14. Notices

14.1     All notices served by Why Wouldn’t You Limited to the Customer 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 Customer to Why Wouldn’t You Limited shall be by e-mail, fax or letter and shall be effective upon the date of actual receipt by Why Wouldn’t You Limited.

15. Waiver

15.1     No failure or delay by either party in exercising any of its rights under this Customer 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 Customer Agreement shall be deemed to be a waiver of any subsequent breech of the same.

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