Agreement for the
provision of services by Digital Transcripts
1. Agreement
In this
Agreement, the party who is contracting to receive the services shall be referred to as the
‘Client’ and the party who will be providing the Services shall be referred to
as ‘Digital Transcripts’. For the avoidance of doubt, if the Client provides
Digital Transcripts with work and/or instructions enabling Digital Transcripts to carry out the
Services, the terms and conditions contained within this Agreement will bind both the Client and
Digital Transcripts.
2.
Services
Digital Transcripts will provide the Services as set out in the
Provision of Services letter and/or verbal communication (collectively, the
‘Services’). The Services must be supplied:
(a) to the best of Digital Transcripts'
ability and knowledge;
(b) in accordance with reasonable technical
directions given by the Client to Digital Transcripts; and
(c)
in compliance with all applicable standards, awards, laws and
regulations.
3. Payment for Services
In consideration of the provision of
the Services, the Client will pay compensation to Digital Transcripts for the Services based on
the rate agreed upon in the Provision of Services letter, and signed by the Client.
4.
Credit terms
Invoices are
raised on completion and provision of the Services to the Client with payment due within 14 days.
5.
Late payment
Interest will be charged at the rate of 15% of
the outstanding balance per month.
6. Non-payment
In the event of non-payment:
(a) all legal costs involved with recovery will be paid by the
Client, on an indemnity basis; and
(b) where the account
is referred to a collection agency, collection costs associated with the collection agency will be
added to the balance outstanding and will be paid by the Client.
7.Payment guarantee
The
Client guarantees to Digital Transcripts the due and punctual payment of any sum payable by the
Client to Digital Transcripts. The preferred method of payment is by direct bank deposit. However,
payment may also be made by personal or company cheque or credit card through the PayPal Australia
system. If using a credit card a 3% surcharge will be payable by the Client.
8.Term and Termination
This Agreement
comes into force when the Client provides work to Digital Transcripts and remains in force for as
long as the Client provides work to Digital Transcripts. For the avoidance of doubt, this
Agreement may be terminated by either party without notice at any time for any reason by informing
the other party of the decision. Upon termination of services by either party, all work completed
by Digital Transcripts on behalf of the Client will be payable by the Client under the agreed
payment terms.
9.Relationship of the parties
It is understood by the parties that Digital Transcripts is and shall
remain an independent contractor with respect to the Client and not an employee of the Client and
cannot bind the Client. The Client will not provide fringe benefits, including health insurance
benefits, superannuation, paid vacation, or any other employee benefit, for the benefit of Digital
Transcripts. Digital Transcripts and the Client agree to the following rights consistent with an
independent contractor status:
(a) Digital Transcripts has the right to perform services for others
during the term of this Agreement.
(b) Digital
Transcripts has the sole right to control and direct the means, manner and method by which the
Services required by this Agreement will be performed.
(c)
Digital Transcripts has the right to hire assistants as subcontractors, or to use employees
to provide the Services required by this Agreement.
(d)
Digital Transcripts or Digital Transcripts' employees or subcontractors shall perform
the Services required by this Agreement; the Client shall not hire, supervise or pay any
assistants to help Digital Transcripts.
10.Service waiver
The Client hereby
agrees that all materials furnished to Digital Transcripts are owned by the Client, or that the
Client has permission from the rightful owner to use such materials, and will hold harmless,
protect, and defend Digital Transcripts from any claim or suit which may arise from the use of
such materials.
11.Confidentiality
Digital Transcripts will not at any time disclose to any third party any information that
is identified as confidential by the Client. Digital Transcripts will protect such information and
treat it as strictly confidential. This provision shall continue to be effective after the
termination of this Agreement. This clause shall be binding on any employees, agents or
subcontractors of Digital Transcripts.
12.Entire agreement
This Agreement contains the entire agreement of
the parties, and supersedes any and all previous representations, warranties, undertakings, and
agreements.
13.Assignment
Either Digital Transcripts or the Client may assign its rights and may delegate its duties
under this Agreement.
14.No partnership
This Agreement does not create a partnership relationship. Neither
party has authority to enter into contracts on the other's behalf.
15.Delivery
The parties may agree on a timetable
for delivery of the Services, which also forms part of this Agreement. Delivery preferences
consist of upload and download from the Digital Transcripts web portal or alternative arrangements
can be made for email, fax transmission, courier, Express Post and standard post. There will be no
charge for using the Digital Transcripts web portal, email and fax. However, any courier and/or
postal charges will be invoiced to the Client.
16.Force majeure
Digital Transcripts shall not be liable for any
failure to perform its obligations where such failure is as a result of Acts of Nature (including
fire, flood, earthquake, storm, hurricane or other natural disaster), war, invasion, act of
foreign enemies, hostilities (whether war is declared or not), civil war, rebellion, revolution,
insurrection, military or usurped power or confiscation, terrorist activities, nationalisation,
government sanction, blockage, embargo, labour dispute, strike, lockout or interruption or failure
of electricity, broadband or telephone service. In the event of breakdown of equipment or
inability to access the Internet at either Client or Digital Transcripts’ location, Digital
Transcripts will be entitled to delay or suspend its service without penalty, but will continue to
work closely with the Client to minimise business disruption where possible.
17.Responsibility
(a) Digital Transcripts strives to provide error-free work.
Typographical errors or mistakes which are clearly the fault of Digital Transcripts will be
corrected at no charge. Client revisions will be charged. Final proofreading is the responsibility
of the Client. Digital Transcripts is not responsible for any loss due to clerical errors on our
part missed by the Client.
(b) Digital Transcripts assumes no
responsibility for consequences resulting from the provision of information and Services,
including, but not limited to, errors or omissions.
(c)
All information provided is intended solely to provide general guidance on matters of
interest for the personal use of the Client, who accepts full responsibility for its use. It is
provided with no guarantee of completeness, accuracy or timeliness, and without warranty of any
kind.
(d) Information provided does not constitute legal,
accounting, tax or consulting advice.
