Scriptorum

Terms & Conditions

Whole agreement

· These terms and conditions apply to the provision of all services and products by Scriptorum Ltd (“Scriptorum”) to a customer (”the customer”). They constitute the whole agreement between the customer and may not be modified save by express written agreement signed by an authorized representative of Scriptorum. The customer expressly agrees that it has not relied upon any representations outside the express terms of this agreement.

· These terms and conditions are divided in two sections. The first section “general terms and conditions” applies to all Scriptorum products and services. The second section “special terms and conditions” contains special terms and conditions for specific services and products. The two should be read together as constituting the whole of the agreement between the parties and where there is any inconsistency between the general terms and conditions and the special terms and conditions in respect of a particular service or product the special terms shall prevail.

· All headings in this agreement are for ease of reference only and do not form part of the agreement.

General terms and conditions

Warrant of Authority

· The customer warrants that in placing an order with Scriptorum it has full legal authority and power to do so.

Payment

· Payment for any Scriptorum service must be made at the time of ordering the product or service unless the customer has an existing account with Scriptorum in good standing. In the event of an order being placed by an existing account holder payment is due within 7 days of delivery of an invoice. Scriptorum reserves the right to charge interest on outstanding balances beyond the 7 days at the rate of 8% per annum compound calculated on a daily basis.

Confidentiality

· Whilst Scriptorum makes every reasonable effort to safeguard the security and privacy of data provided by its customers it cannot guarantee 100% security. Scriptorum makes every endeavour to comply with the provisions and requirements of all relevant data protection legislation. Scriptorum may be required in certain circumstances to disclose information by order of a court or for some other legal requirement.

Indemnity

· The customer agrees in contracting with Scriptorum for the provision of any products or services that it will indemnify Scriptorum in full against any claims, damages, losses, costs, or expenses which Scriptorum may incur as a result of the wrongful acts or omissions of the customer, its employees or agents in the use of those services or products however caused.

Exclusion and Limitation of Liability

· Whilst Scriptorum endeavours at all times to comply with its legal and contractual obligations to its customers it does not accept liability for any loss suffered by its customers as a result of any misrepresentation, misdescription, breach of contract, breach of duty or other act or omission (unless fraudulent) however made or caused which constitutes more than a refund of any sum paid or the waiver of any sum contractually payable by the customer for the particular service or product about which complaint is made.

· Scriptorum does not accept liability for any consequential economic or other losses suffered by the customer whether resulting from misrepresentation, misdescription, breach of contract, breach of duty or other act or omission (unless fraudulent) however caused.

· When sending material to Scriptorum, whether in the form of deeds, documents, discs, photographs, audio recordings, computer files, films or other media, the customer warrants that it has retained a usable copy or original. Scriptorum does not accept responsibility for the safeguarding of original or unique material (as opposed to copies) supplied by the customer whether in the form of deeds, documents, discs, photographs, audio recordings, computer files, films or other media. Without prejudice to the foregoing limitations and exclusions and subject to them in the event of any material whether in the form of deeds, documents, discs, photographs, audio recordings, computer files, films or other media being lost, damaged or destroyed whilst in the custody or possession of Scriptorum or any of its agents or employees, the sum payable by way of damages and compensation by Scriptorum, and/or its agents shall be limited to the costs of replacement of that material on the basis that it was just a copy and not an irreplaceable original or copy.

· Nothing in the above clauses and terms shall limit the right of the customer to seek to recover damages for personal injury or death occasioned by breach of contract or breach of duty by Scriptorum, its employees or agents.

· In the event of any dispute between a customer and Scriptorum, Scriptorum may, at its absolute discretion, refer the dispute to arbitration or binding mediation. In the absence of agreement as to the arbitrator or mediator to be appointed, Scriptorum will seek an appointment by the President of the Chartered Institute of Arbitrators.

Force Majeure

· Scriptorum shall not be liable for any failure by it to perform any contract with the customer as a result of any force majeure as construed by the courts of England and Wales

Jurisdiction and proper law

· The governing law of any agreement between the customer and Scriptorum for the provision of any of Scriptorum’s services or products is that of England and Wales, the courts of which shall have exclusive jurisdiction.

Clauses and terms severable

· In the event that any of these terms and conditions is found to be unlawful, unenforceable or otherwise invalid such clause, term, sub-clause or sub-term shall be severed from the remainder of the contract which latter shall otherwise remain fully enforceable.

Scribe

· These terms and conditions apply to Scriptorum’s Scribe service.

Placing of order

· An order will be deemed to have been placed by the uploading of an audio file by the customer to the Scriptorum website and the customer will thereafter be liable to pay the cost of the service ordered in full.

· Whilst Scriptorum will use its best endeavours to transcribe any audio file uploaded provided the booking form has been properly completed in some case either due to incompatibility or audio quality it may not be possible to do so. If the problem is due to incompatibility then no charge will be made and the audio file returned. If the problem is due to audio quality then a charge will be made to reflect the time spent in attempting transcription.

· Except for account customers no completed transcript will be posted on the website for collection until payment has been received by Scriptorum in full.

Customer warranty

· The customer warrants that it has kept a copy of the audio file it has uploaded.

Complaints

· Any complaint regarding the Scribe service must be notified to Scriptorum in writing, e-mail or fax within 2 working days of the completed transcription being placed on the Scriptorum website. All audio files will be erased after this period and no complaint can thereafter be accepted by Scriptorum.