By and between Fineline Secretarial Services (“Fineline”), a partnership registered in England and the Customer (“the Customer”).
Reference herein to Customer shall be to a company, a business partnership, individual or sole trader to which Fineline directly provides its products and services and where it is the recipient of any invoice resulting from its purchase of products and services from Fineline.
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 Fineline.
1.2 An order will only be deemed accepted by Fineline if it gives confirmation to such effect to Customer.
1.3 Fineline may in its absolute discretion refuse to accept any order, or provide that acceptance be subject to such conditions as Fineline may impose.
2. Payment for services
2.1 Fineline shall issue an invoice in accordance with the quotation supplied in accordance with the relevant pricing structure in place at the time of 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 14 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, Fineline 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 The Customer shall be responsible for paying value added tax due on Fineline’s products and services at the applicable rate at the date of supply.
2.5 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 Fineline does not complete the contract or Fineline 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 Fineline products and services may only be used for lawful purposes.
4.2 The Customer accepts that Fineline does not accept any liability to the Customer and/or its customers from any loss or damage however caused (even if Fineline had been advised of a possibility of such damage arising) resulting from transcriptions provided by or to the Customer and/or its customers using Fineline products or services. Furthermore, Fineline 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 Fineline and keep it indemnified from and against all expenses, costs, damages and awards arising from any claims or actions brought or threatened against Fineline by parties alleging any misuse by Customer and/or its customers of Fineline 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 All work provided by Fineline shall be in 1 1/2 line spacing.
5.2 Fineline’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 Fineline under this Customer Agreement.
5.3 Fineline will always endeavour to supply full service but does not accept liability for Fineline’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 Fineline’s control.
5.4 Fineline 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 Fineline all reasonable information on its existing and/or prospective activities which Fineline may need to fulfill Fineline obligations under this Customer Agreement.
6.2 Fineline 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 Fineline 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 Fineline 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 the expiry of 5 working days from completion of the work.
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 Fineline.
8.2 If Customer sells any of Fineline 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 Fineline 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 Fineline, 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 can not 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 Fineline 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 Fineline 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 The Customer 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 Fineline 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 Fineline and the Customer agree to renegotiate in good faith any term held invalid and to be bound by mutually agreed substitution provision.
12.3 Fineline accepts no liability should these terms and conditions not be read by the Customer.
