Lexacom Scribe Terms and Conditions

 

 

1.1 These Terms of Service set out the terms upon which Lexacom Scribe Limited (company number 11433690) (Lexacom Scribe, we, us, our):

1.1.1 permits you to access and use our portal via https://www.lexacomcloud.com/ and Lexacom Software (Lexacom Software)

1.1.2 permits you to upload Customer Files to Lexacom Software; and 

1.1.3 supplies the Services to you. 

1.2 These Terms of Service apply to all Services that we provide via Lexacom Software to the exclusion of any other terms that you may seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.   

1.3 We are registered with the Information Commissioner’s Office registered number ZA478407.  Our VAT number is GB 298 3929 34. 

 

2.1 By requesting an Account, you warrant and represent to us that you have legal authority to bind the Business Customer to these Terms of Service, that you are lawfully able to enter into contracts on behalf of the Business Customer and that the Business Customer agrees to comply with these Terms of Service as they apply to a Business Customer and Customer’s generally.  If you do not have such authority or the Business Customer does not agree to these Terms of Service, please do not request an Account.

2.2 Where you are accessing Lexacom Software as a User to upload Customer Files on behalf of a Business Customer you confirm that you accept these Terms of Service and agree to comply with them as they apply to Users (as amended and updated by us from time to time).

2.3 If you do not agree to these Terms of Service do not:

2.3.1 where you are a Business Customer - create an account or where you already have an account in existence, require or permit Users to login via Lexacom Software and/or upload Customer Files to Lexacom Software: or

2.3.2 where you are an Individual Customer- upload your Customer File to Lexacom Software or continue to make payment for our Services. 

 

3.1 Our Privacy Policy applies to all users of Lexacom software and should be reviewed in conjunction with the Lexacom Scribe Privacy Policy.

 

4.1 Definitions. In these Terms of Service, the following definitions apply:

4.1.1 Account – the account created by a Business Customer as part of the sign-up process, pursuant to which employees of the Business Customer can be provided login credentials to access and use to Lexacom Software and Services;

4.1.2 Audio File - means an audio file or written document in the format required by Lexacom Scribe from time to time, to be transcribed which is uploaded and transferred to Lexacom Scribe by an Individual Customer or on behalf of a Business Customer; 

4.1.9 Customer Output File – means the document produced from the Customer File which the Services have been provided in respect of;

4.1.10 Data Protection Legislation - means the data protection act 2018 (DPA2018), United Kingdom general data protection regulation (UK GDPR), the privacy and electronic communications (EC directive) regulations 2003 and any legislation implemented in connection with the aforementioned legislation. where data is processed by a controller or processor established in the European union or comprises the data of people in the European union, it also includes the EU general data protection regulation (EU GDPR). this includes any replacement legislation coming into effect from time to time. 

4.1.11 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; 

4.1.12 Individual Customer – means a Customer purchasing the Services in a personal capacity and not in connection with their trade, business, craft or profession;

4.1.13 Quotation – means the estimate of Charges and timescales involved in providing the Services to a Business Customer based on the instructions received from the Business Customer, such Quotation being subject to amendment by the Company in the event that the scope of the Services required by the Customer changes;

4.1.14 Services – means the services provided by us to you pursuant to these Terms of Service, including the provision of typing or transcription, 

4.1.15 User(s) – means an employee of the Business Customer who has been provided with or created login credentials for Lexacom Software and who accesses and/or uses Lexacom Software on behalf of the Business Customer.

4.2 Construction. In these Terms of Service, the following rules apply: 

4.2.1 a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality); 

4.2.2 a reference to a party includes its personal representatives, successors or permitted assigns;

4.2.3 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; 

4.2.4 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; 

4.2.5 a reference to writing or written includes faxes and e-mails;

4.2.6 the terms process, controller, data subject, personal data, personal data breach and processor shall have the meanings given to them in the Data Protection Legislation (and the terms processing and processes shall be construed accordingly).

 

5.1 These Terms of Service will come into effect during Lexacom Scribe registration when “Yes” is selected in the “Agree to our Terms and Conditions” box, and “Complete Application” is clicked, confirming the request to set up an Account (Start Date) and will continue until the Account is deactivated in accordance with Condition 15.   

5.2 The Business Customer is responsible for setting up direct debit mandate via the designated provider to facilitate payment of the Charges or ensuring prompt payment of the Charges via alternative payment facilities in accordance with Condition 8. 

5.3 Each separate Customer File uploaded to Lexacom Software shall create a contract for the provision of Services in respect of that Customer File only.

 

6.1 The supply of the Services to the Customer (whether during any Trial Period or thereafter) are subject to these conditions. Any changes or additions to the Services must be agreed in writing by Lexacom Scribe.

6.2 Our obligation to perform the Services in relation to any Customer File shall not commence until we have received the Customer File.

6.3 Subject to these Terms of Services, we shall: 

6.3.1 supply the Services using all reasonable skill and care;

6.3.2 use our reasonable endeavours to accurately transcribe, copy, type and translate Customer Files (as applicable). 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, Lexacom Scribe shall highlight the same appropriately in the Customer Output File;   

6.3.3 use our reasonable endeavours to meet the performance times for the Services, but any such times shall be estimates only and time shall not be of the essence for the performance of the Services.

6.4 If any Customer File is, in Lexacom Scribe’s reasonable opinion, unusually difficult to transcribe or copy type (as applicable) then Lexacom 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 Services. If Lexacom Scribe and the Customer do not agree on any such uplift to the price and time then Lexacom Scribe may refuse to conduct the Services relating to that Customer File.  In such circumstances where you are an Individual Customer, the provisions of Condition 16.1.2(a) shall apply.

6.5 The Individual Customer shall or the Business Customer shall procure that Users shall (at its own expense) upload the Customer File and provide any other information required by Lexacom Scribe for the provision of the Services (Customer Materials) in a timely manner in order to permit us to supply the Services as agreed. It is the sole responsibility of the Customer to ensure the accuracy of Customer Materials and we accept no liability whatsoever in respect of incorrect Customer Materials resulting in incorrect Services being supplied by us.

6.6 We may at our sole discretion and without notifying the Customer make any changes to the Services which are necessary to comply with any applicable statutory requirements, or which do not materially affect the quality or nature of the Services to be provided to the Customer.

 

7.1 The Customer is solely responsible for: 

7.1.1 ensuring that Customer Files are uploaded in the correct format, and are clear and comprehensible; 

7.1.2 ensuring that the correct version of the Customer File is uploaded. Lexacom Scribe shall not be responsible for determining if the Customer has uploaded a Customer File in error and accordingly the Customer will be responsible in full for the Charges due to Lexacom Scribe in providing Services in relation to any Customer Files uploaded in error; 

7.1.3 undertaking the final proof-reading, checking, editing or formatting of a Customer Output File; and

7.1.4 checking a Customer Output File has been received by their Lexacom Software 

7.2 The Customer undertakes:

7.2.1 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; 

7.2.2 to ensure that its computer system contains proper security and safety measures, including comprehensive virus and firewall protection in accordance with good computing practice;

7.2.3 to ensure that it, or its licensors, are the owner or licensee of any Intellectual Property Rights in the Customer File and that Lexacom Scribe’s use of the Customer File for the purposes of the Services shall not infringe any third-party Intellectual Property Rights;

7.2.4 to retain a copy of and appropriately safeguard all Customer Files sent to Lexacom Scribe for the purposes of the Services; 

7.3 The Customer undertakes to Lexacom Scribe not to:

7.3.1 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 Lexacom Scribe’s computer software or hardware;

7.3.2 use the Services for unlawful purposes and in particular not to upload Customer Files containing content which:

a) contains any material which is obscene, offensive, hateful or inflammatory;

b) promotes violence or sexually explicit material;

c) promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;

d) infringes any copyright, database right or trademark of any other person;

e) is made in breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence;

f) promotes any illegal activity; or

g) advocates, promotes or assists any unlawful act such as (by way of example only) copyright infringement or computer misuse.

7.4 The Customer shall indemnify and hold Lexacom 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 Lexacom Scribe, and any damages awarded against Lexacom 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. 

7.5 The Business Customer undertakes that it shall, and Users agree that they shall:

7.5.1 use the Services in accordance with these Terms & Conditions.  Notwithstanding and without prejudice to the foregoing, the Business Customer shall be responsible for it’s or any User's breach of the same;

7.5.2 keep a secure and confidential password for their access to and use of Lexacom Software; 

7.5.3 use all reasonable endeavours to prevent any unauthorised access to, or use of, the Service and/or Lexacom Software and, in the event of any such unauthorised access or use, promptly notify us;. 

7.6 The Business Customer shall not and Users shall not, except as may be allowed by any applicable law which is incapable of exclusion by agreement between the Parties and except to the extent expressly permitted under the Contract: 

7.6.1 attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Services and/or Portal in any form or media or by any means; or

7.6.2 attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of Lexacom Software; or

7.6.3 access all or any part of the Services in order to build a product or service which competes with the Services; or

7.6.4 use the Services to provide services to third parties; or

7.6.5 license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party except Users; or

7.6.6 attempt to obtain, or assist third parties in obtaining, access to the Services, other than as provided under this Condition 7.

 

8.1 The Business Customer shall pay the Charges as set out in the Quotation plus any additional sums for the provision of the Services which, at the Company’s sole discretion, are required to be paid by the Business Customer as a result of a lack of instructions or failure to clarify instructions, the inaccuracy of any Input Material or any other cause attributable to the Business Customer. 

8.2 We reserve the right to increase the Quotation and the amount of the Charges if, among other things, the Business Customer makes material amendments to their requirements or the provision of the Services during the continuance of the Contract.

8.3 Lexacom Scribe reserves the right to alter its Charges from time to time, provided always that:

8.3.1 the price payable by an Individual User shall be as confirmed to the Individual User on Lexacom Software from time to time upon receipt of a Customer File; and

8.3.2 it shall give not less than 30 days’ notice to the Business Customer of any changes to its pricing.

8.4 All Charges are exclusive of VAT and any other applicable taxes and duties. Any failure by the Customer to pay the Charges on the date specified shall be deemed to be a material breach of these conditions. Time for payment shall be of the essence.

8.5 Charges shall be paid:

8.5.1 by the Business Customer within 14 days of the date of Lexacom Scribe’s invoice. We reserve the right to suspend the provision of the Services to the Business Customer in the event of a non-payment of any invoice;

8.6 No payment shall be deemed to have been received until we have received cleared funds.

8.7 If any payment of Charges is not made by the Business Customer on the due date, the Company shall be entitled, without limiting any other rights it may have:

8.7.1 to charge interest on the outstanding amount (both before and after any judgement) at a rate of 4% above the base rate from time to time of National Westminster Plc from the due date until the outstanding amount is paid in full or the rate payable in accordance with the Late Payment of Commercial Debts (Interest) Act 1998; and/or

8.7.2 to terminate, discontinue or suspend the provision of all of the Services to the Business Customer until payment of the Charges is received in full.

8.8 All Charges payable to Lexacom Scribe by the Business Customer shall become due immediately upon termination of the Contract despite any other provision.

8.9 All Charges shall be paid without deduction whether by way of set-off, counterclaim, discount, abatement or otherwise.

8.10 Services to Individual Customers will only commence once payment is received in full by us. 

 

9.1 The Customer is the Controller for the Personal Data and Lexacom Scribe Limited is the Processor for the Personal Data.  The Processor agrees to process the Personal Data only in accordance with Data Protection Legislation.

9.2 Both Parties will comply with all applicable requirements of the Data Protection Legislation. This clause is in addition to, and does not relieve, remove or replace, a Party's obligations or rights under the Data Protection Legislation.  In this clause 8.2, Applicable Laws means (for so long as and to the extent that they apply to either party) the law of the European Union, the law of any member state of the European Union and/or UK Law; 

9.3 The Parties acknowledge that the Processor may process Personal Data on behalf of the Controller during the term of this Agreement.  A description of the Personal Data and the processing activities undertaken by the Processor is set out in Appendix 1.  

9.4 To the extent that the Processor processes Personal Data on behalf of the Controller in connection with this Agreement, the Processor shall:

9.4.1 Solely process the Personal Data for the purposes of fulfilling its obligations under this Agreement and in compliance with the Controller’s written instructions as set out in this Agreement and as may be specified from time to time in writing by the Controller;

9.4.2 Notify the Controller immediately if any instructions of the Controller relating to the processing of Personal Data are unlawful;

9.4.3 Maintain a record of its processing activities in accordance with Article 30(1) of the UK GDPR;

9.5 Assist the Controller in ensuring compliance with the obligations set out in Articles 32 to 36 of the UK GDPR taking into account the nature of the data processing undertaken by the Processor and the information available to the Processor, including (without limitation):

9.5.1 The Controller authorises the Processors pre-existing Sub-Processor/Sub-Contractors that carry out any processing of Personal Data subject to clause 9

9.5.2 The Controller gives the Processor general authorisation to replace any of its Sub-Processors or to add a new Sub-Processor. However, before any such replacement or addition the Processor shall inform the Controller of any intended changes concerning the addition or replacement of Sub-Processors, thereby giving the Controller the opportunity to object to such changes. If no objection is raised within 30 days, the proposed replacement or addition will be considered as accepted. If an objection is raised, and the Parties do not reach an agreement within 30 days from the day the objection is raised, the Processor shall have the right to proceed with the proposed addition or replacement, and the Controller shall have the right to terminate this Agreement forthwith at no cost and with no need to provide notice.

9.5.3 Ensure that obligations equivalent to the obligations set out in this clause 9.5 are included in all contracts between the Processor and permitted Sub-Contractors who will be processing Personal Data;

9.5.4 Ensure that its Sub –Processor /Sub-Contractors shall not transfer to or access any Personal Data from a Country outside of the United Kingdom without the prior written consent of the Controller;

9.6 The Processor shall comply with the Controller’s instructions in relation to transfers of Personal Data to a Country outside of the United Kingdom unless the Processor is required, pursuant to Applicable Laws, to transfer Personal Data outside the United Kingdom, in which case the Processor shall inform the Controller in writing of the relevant legal requirement before any such transfer occurs, unless the relevant law prohibits such notification on important grounds of public interest. 

9.7 The Processor shall not transfer any Personal Data outside of the United Kingdom unless the prior written consent of the Controller has been obtained and the following conditions are fulfilled:

9.7.1 the Controller or the Processor has provided appropriate safeguards in relation to the transfer;

9.7.2 the Data Subject has enforceable rights and effective legal remedies;

9.7.3 the Processor complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and

9.7.4 the Processor complies with reasonable instructions notified to it in advance by the Controller with respect to the processing of the Personal Data.

9.8 The Processor shall take appropriate technical and organisational measures against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of or damage to Personal Data taking into account the harm that might result from such unauthorised or unlawful processing, loss, destruction or damage and the nature of the Personal Data to be protected including without limitation, all such measures that may be required to ensure compliance with Article 32 of the UK GDPR;

9.9 The Processor shall promptly notify the Controller if it receives a request from a Data Subject (Subject Access Request) under any Data Protection Legislation in respect of Personal Data; and

9.10 Ensure that it does not respond to that request except on the documented instructions of the Controller or as required by applicable Data Protection Legislation to which the Processor is subject, in which case the Processor shall to the extent permitted by applicable Data Protection Legislation inform the Controller of that legal requirement before the Processor responds to the request; and

9.11 Taking into account the nature of the data processing activities undertaken by the Processor, provide all possible assistance and co-operation (including without limitation putting in place appropriate technical and organisational measures) to enable the Controller to fulfil its obligations to respond to requests from individuals exercising their rights under the Data Protection Legislation;

9.12 The Processor shall provide information and assistance upon request to enable the Controller to notify Data Security Breaches to the Information Commissioner and / or to affected individuals and / or to any other regulators to whom the Controller is required to notify any Data Security Breaches;

9.13 The Processor shall provide input into and carry out Data Protection Impact Assessments in relation to the Processor’s data processing activities;

9.14 Upon termination of this Agreement, at the choice of the Controller, the Processor shall delete securely or return all Personal Data to the Controller and delete all existing copies of the Personal Data unless and to the extent that the Processor is required to retain copies of the Personal Data in accordance with Applicable Laws in which case the Processor shall notify the controller in writing of the Applicable Laws which require the Personal Data to be retained.; and 

9.15 In the event that the Personal Data is deleted or destroyed by the Processor, the Processor shall provide the Controller with an email confirming that the Personal Data has been destroyed or deleted upon request;

9.16 The Processor shall make available to the Controller all information necessary to demonstrate compliance with the obligations set out in this clause 9.16 and allow for and contribute to audits, including inspections, conducted by or on behalf of the Controller or by the Information Commissioners Office (ICO) pursuant to Article 58(1) of the UK GDPR.

9.17 The Processor shall notify the Controller without undue delay after becoming aware of a personal data breach if:

9.17.1 the Processor or any Sub-Contractor engaged by, or on behalf of, the Processor suffers a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to Personal Data; or

9.17.2 the Processor or any Sub-Contractor engaged by, or on behalf of, the Processor receives any data security breach notification, complaint, notice or communication which relates directly or indirectly to the processing of the Personal Data or to either Party’s compliance with the Data Protection Legislation.

9.17.3 And in each case the Processor shall provide full co-operation, information, and assistance to the Controller in relation to any such data security breach, compliance notice or communication.

 

10.1 The Customer acknowledges and agrees that Lexacom Scribe and/or its licensors own all intellectual property rights in the Services and Lexacom Software.  Except as expressly stated in these Terms of Service, no rights to, or in, any intellectual property rights in respect of the Services or Lexacom Software are granted to the Customer or Users.

 

11.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under these Terms of Service. A party's Confidential Information shall not be deemed to include information that:

11.1.1 is or becomes publicly known other than through any act or omission of the receiving party;

11.1.2 was in the other party's lawful possession before the disclosure;

11.1.3 is lawfully disclosed to the receiving party by a third party without restriction on disclosure;

11.1.4 is independently developed by the receiving party, which independent development can be shown by written evidence; or

11.1.5 is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.

11.2 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 Service.

11.3 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 Service.

11.4 This Condition 10 shall survive termination of these Terms of Service, however arising.

 

12.1 If we fail to comply with these Terms of Service, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking the contract or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the contract was made, both we and you knew it might happen, for example, if you discussed it with us during the sales process.

12.2 We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for:

12.2.1 death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors;

12.2.2 fraud or fraudulent misrepresentation; 

12.2.3 breach of your legal rights in relation to the Services.

12.3 Where we are contracting with you as an Individual Customer, we are only supplying the Services for your own personal use. If you use the Customer Output File for any commercial, business or re-sale purpose we will have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.  Any such commercial, business or re-sale usage is strictly prohibited.

 

13.1 This Condition 12 sets out the entire financial liability of Lexacom Scribe (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Business Customer:

13.1.1 arising under or in connection with these Terms of Service;

13.1.2 in respect of any use made by the Business Customer of the Services, and

13.1.3 in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Services.

13.2 Except as expressly and specifically provided in these Terms of Service:

13.2.1 the Business Customer assumes sole responsibility for results obtained from the use of the Services by the Business Customer.  Lexacom Scribe shall have no liability for: 

(a) any damage caused by errors or omissions in any information, instructions or scripts provided to Lexacom Scribe by the Business Customer in connection with the Services, or any actions taken by Lexacom Scribe at the Business Customer's direction;

(b) any inaccuracies in any Customer Output File as a result of any word, sentence or other request dictated or written (where applicable) by the Business Customer being unclear or illegible;

(c) a Customer Output File being replaced in the wrong place in the Business Customer’s case management system (where applicable); and

(d) an instruction sent by the Business Customer for the provision of the Services not being received by Lexacom Scribe. 

13.2.2 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 Lexacom Scribe’s provision of the Services; and

13.2.3 the Services are provided to the Business Customer on an "as is" basis.

13.3 Nothing in these Terms of Service excludes the liability of Lexacom Scribe:

13.3.1 for death or personal injury caused by the Lexacom Scribe's negligence; or

13.3.2 for fraud or fraudulent misrepresentation. 

13.4 Subject to Conditions 12.2 and 12.3:

13.4.1 Lexacom 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 Service; and

13.4.2 Lexacom 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 [in relation to a particular contract] shall be limited to the lower of £2000 or the amount equal to the [charges payable for such Services] aggregate value of all Services provided to the Customer during the 12 months immediately preceding the date on which a claim arises.

13.5 This Condition 12 shall survive termination of the agreement between the Business Customer and Lexacom Scribe as created by these Terms of Service, however arising.

 

14.1 We may (at our discretion) deactivate or suspend (for such time as we may consider appropriate) an Account and/or access to all/or part of the Services (including Lexacom Software) at any time if the Business Customer or a User is in breach of these Terms of Service and if such breach can be remedied, fails to remedy the same when given a reasonable opportunity to do so.

14.2 We may also suspend the Account and the Services:

14.2.1 to deal with technical problems, make technical changes or for maintenance;

14.2.2 to update Lexacom Software and/or Services to reflect changes in relevant laws and regulatory requirements.

 

15.1 To close an Account, the Business Customer must make a request to us via email.

15.2 On the deactivation of an Account:  

15.2.1 all licences and rights granted to the Business Customer under these Terms of Service shall immediately cease and the Business Customer and Users will no longer be able to use the Services via Lexacom Software; and

15.2.2 any outstanding Charges shall become immediately due and payable in respect of the Services provided prior to the deactivation of the Account.

15.3 Deactivation and closure of the Account shall not affect:

15.3.1 any contract for the provision of the Services created prior to the date of deactivation of the Account; or

15.3.2 any rights, remedies, obligations or liabilities of the parties that have accrued up to the date the Account was deactivated, including the right to claim damages in respect of any breach of these Terms & Conditions which existed at or before the date of deactivation and any provision of these Terms & Conditions that expressly or by implication is intended to come into or continue in force on or after deactivation of Account shall remain in full force and effect.

15.4 A Lexacom Scribe direct debit will automatically be cancelled should there be no activity for a continuous period of 13 months.

 

16.1 Your right to end the contract will depend on why and when you are looking to end the contract and how we are performing the Services:

16.1.1 you have a 14 day cooling off period from the date you upload your Customer File and we accept your request for the Services to change your mind and end the contract unless during this cooling off period you ask us to commence the Services, in which case you can still end the contract but you may not be entitled to a full refund as any sums you have paid to us may be subject to deductions;

16.1.2 you have the right to end the contract if we have:

(a) told you about an upcoming change to the Services or these Terms of Service which you do not agree to;

(b) told you about an error in the Charges payable for the Services and you do not wish to proceed;

(c) there is a risk that supply of the Services may be significantly delayed because of events outside our control;

(d) we have suspended supply of the Services for technical reasons, or notify you we are going to suspend them for technical reasons, in each case for a period of more than 14 days; or

(e) you have a legal right to end the contract because of something we have done wrong (and we are unable to rectify the issue), in which case, the contract will end immediately and we will refund you in full for any Services which have not been provided and you may also be entitled to compensation. 

16.1.3 you do not have the right to end the contract if we have completed the Services even if the cooling off period is still running;

16.1.4 you may still end the contract even where we are not at fault and there is no right to change your mind (in accordance with Condition 16.1) before the Services are completed, but you may have to pay us compensation. 

16.2 The Services will be completed when we transfer the Customer Output File to you. 

16.3 If you want to end a contract before the Services are completed where we are not at fault or where you are not changing your mind within the cooling off period (where you have the right to do so) just contact us to let us know. The contract will end immediately and we will refund any sums paid by you for Services not provided but we may deduct from that refund reasonable compensation for the net costs we will incur as a result of your ending the contract.

16.4 If you are entitled to a refund under these Terms of Service, we will refund you the price you paid for the Services, by the method you used for payment. However, we may make the following deductions from such amounts:

16.4.1 where you are exercising your right to change your mind - an amount for the Services provided  for the period for which the Services were supplied, ending with the time when you told us you had changed your mind. The amount will be in proportion to what Services have been provided, in comparison with the full coverage of the contract.

16.5 Your refund will be made within 14 days of your telling us you have changed your mind.

16.6 We may end the contract for the Services at any time by writing to you if:

16.6.1 you do not make any payment to us when it is due, and you still do not make payment within 14 days of us reminding you that payment is due; or

16.6.2 you do not, within a reasonable time of us asking for it, provide us with information that is necessary for us to provide the Services.

16.7 If we end the contract in the situations set out in Condition 16.6 we will refund any money you have paid in advance for Services we have not provided but we may deduct or charge you reasonable compensation for the net costs we will incur as a result of your breaking the Contract. 

 

17.1 Without limitation to its rights or remedies each party may terminate these Terms of Service with immediate effect by giving written notice to the other party if: 

17.1.1 the other party commits a material breach of its obligations under these Terms of Service and (if such breach is remediable) fails to remedy that breach within 10 Days after receipt of notice in writing of the breach;

17.1.2 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; 

17.1.3 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;

17.1.4 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;

17.1.5 the other party (being an individual) is the subject of a bankruptcy petition or order; 

17.1.6 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;

17.1.7 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); 

17.1.8 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;

17.1.9 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;

17.1.10 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 Conditions 17.1.2 to 17.1.9 (inclusive);

17.1.11 the other party suspends, threatens to suspend, ceases or threatens to cease to carry on, all or substantially the whole of its business; or

17.1.12 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.

17.2 Without limiting its other rights or remedies, Lexacom Scribe may terminate the Account and any contract in existence between the Business Customer and Lexacom Scribe as created by these Terms of Service:

17.2.1 by giving the Business Customer 1 month’s written notice;

17.2.2 with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under to Lexacom Scribe on the due date for payment.

17.3 Without limiting Lexacom Scribe’s other rights or remedies, Lexacom Scribe shall have the right to suspend the supply of Services if:

17.3.1 The Business Customer fails to pay any amount due to Lexacom Scribe on the due date for payment in accordance with the Quotation; or

17.3.2 the Business Customer becomes subject to any of the events listed in Conditions 17.1.2 to 17.1.12, or Lexacom Scribe reasonably believe that the Business Customer is about to become subject to any of them.

 

18.1 On termination of these Terms of Service:  

18.1.1 all licences granted under these Terms of Service shall immediately terminate;

18.1.2 the Business Customer shall immediately pay to Lexacom Scribe all of Lexacom Scribe’s outstanding unpaid invoices and interest and, in respect of any Services supplied but for which no invoice has yet been submitted, Lexacom Scribe shall submit an invoice, which shall be payable by the Business Customer immediately on receipt;

18.1.3 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 these Terms of Service or a contract created by these Terms of Service which existed at or before the date of termination or expiry; and

18.1.4 those Conditions which expressly or by implication have effect after termination shall continue in full force and effect.

 

19.1 Force majeure: 

19.1.1 For the purposes of these Terms of Service, 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. 

19.1.2 Lexacom 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.

19.2 Assignment and subcontracting:

19.2.1 Lexacom 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 Service and may subcontract or delegate in any manner any or all of its obligations under these Terms of Service to any third party.

19.2.2 The Customer shall not, without Lexacom 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 Service.

19.3 Notices:

19.3.1 Any notice or other communication required to be given to a party under or in connection with these Terms of Service 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 email to the other party’s email address set out on the Quotation. 

19.3.2 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 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.  

19.3.3 This Condition 19.3 shall not apply to the service of any proceedings or other documents in any legal action. For the purposes of this Condition, notice given under these Terms of Service shall not be validly served if sent by e-mail.

19.4 Waiver and cumulative remedies: 

19.4.1 A waiver of any right under these Terms of Service 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 Service 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. 

19.4.2 Unless specifically provided otherwise, rights arising under these Terms of Service are cumulative and to not exclude rights provided by law.

19.5 Severance:

19.5.1 If a court or any other competent authority finds that any provision of these Terms of Service (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 Service shall not be affected.

19.5.2 If any invalid, unenforceable or illegal provision of these Terms of Service 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.

19.6 No partnership: Nothing in these Terms of Service 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.

19.7 Third parties: A person who is not a party to these Terms of Service shall not have any rights under or in connection with it.

19.8 Variation: Except as set out in these Terms of Service, any variation, including the introduction of any additional terms and conditions, to these Terms of Service shall only be binding when agreed in writing and signed by Lexacom Scribe.

19.9 Governing law and jurisdiction: 

19.9.1 If you are a Business Customer, any dispute or claim arising out of or in connection with these Terms of Service or a contract between us or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law and the courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim.

19.9.2 If you are an Individual Customer, these Terms of Service and the contract are governed by English law and you can bring legal proceedings in respect of the Services in the English courts. If you live in Scotland, you can bring legal proceedings in respect of the Services in either the Scottish or the English courts. If you live in Northern Ireland, you can bring legal proceedings in respect of the Services in either the Northern Irish or the English courts. 

 

 

 

1. Services 

1.1. The Services offered by the Company include but are not limited to: 

       a. Transcription 

 

1. Scribe Fees
   Service
   Transcribing from digital recordings (single voice)
   Fee
    £1.20 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.