GoTranscript Limited is a company registered under company number 12388885, of 166, College Road, Harrow Middlesex, HA11BH United Kingdom ("Us"or "GoTranscript"). We provide Website and the transcription, language, and translation Services through our Website (www.gotranscript.com) ("Website").
Our data protection officer (DPO) is Karolis Toleikis, email@example.com.
This privacy notice discloses the privacy practices for GoTranscript. This privacy notice applies solely to information collected by us and (or) the Website. It notifies you of the following:
We are committed to responsible data processing in accordance with our legal obligations and it shall comply with the General Data Protection Regulation insofar as it involves us in the processing of personal data of any sort and other applicable laws. It applies to all our clients.
This notice does not form part of any contract with our clients or any other contract to provide services. We may update this notice at any time.
We will comply with data protection law. This says that the personal information we hold about you must be:
Personal data, or personal information, means any information about an individual from which that person can be identified. It does not include data where the identity has been removed (anonymous data). There are "special categories" of more sensitive personal data which require a higher level of protection. We are not likely to collect, store or use of "special categories" information.
We will collect, store and use the following categories of personal information about you:
We are unlikely to collect, store and use the following "special categories" of more sensitive personal information, such as information about your race or ethnicity, religious beliefs, sexual orientation, political opinions, or trade union membership.
We are the sole owners of the information collected on the Website. We only have access to/collect information that you voluntarily give us via Website, email, or other direct contact from you. We will not sell, transfer, or lease this information to anyone. We will collect additional personal information in the course of providing services to you throughout the time you are a client.
We will only use your personal information when the law allows us to. Most commonly, we will use your personal information in the following circumstances:
We need all the categories of information in the list above (see The kind of information we hold about you) primarily to allow us to perform our contract with you and to enable us to comply with legal obligations. In some cases, we may use your personal information to pursue legitimate interests of our own or those of third parties, provided your interests and fundamental rights do not override those interests. The situations in which we will process your personal information are listed below.
Some of the above grounds for processing will overlap and there may be several grounds which justify our use of your personal information.
If you fail to provide certain information when requested, we may not be able to perform the services under the Terms of Service, or we may be prevented from complying with our legal obligations.
We will only use your personal information for the purposes for which we collected it, unless we reasonably consider that we need to use it for another reason and that reason is compatible with the original purpose. If we need to use your personal information for an unrelated purpose, we will notify you and we will explain the legal basis which allows us to do so.
Please note that we may process your personal information without your knowledge or consent, in compliance with the above rules, where this is required or permitted by law.
We do not need your consent if we use special categories of your personal information in accordance with our written policy to carry out our legal obligations or exercise specific rights. In limited circumstances, we may approach you for your written consent to allow us to process certain particularly sensitive data. If we do so, we will provide you with full details of the information that we would like and the reason we need it, so that you can carefully consider whether you wish to consent. You should be aware that it is not a condition of your contract with us that you agree to any request for consent from us.
We will not share your information with any third party outside of our organization, other than as necessary to fulfill your request, e.g., to process an order or provide our services to you.
We may have to share your data with third parties, including third-party service providers and regulators. We require third parties to respect the security of your data and to treat it in accordance with the law. We may transfer your personal information outside the UK and (or) EU. If we do, you can expect a similar degree of protection in respect of your personal information.
We will share your personal information with third parties where required by law, where it is necessary to administer the working relationship with you or where we have another legitimate interest in doing so.
"Third parties" includes third-party service providers (including our contractors and designated agents) and regulators. They include translators, transcribers, accountants, IT support providers, and other service providers.
All our third-party service providers are required to take appropriate security measures to protect your personal information in line with our policies. We do not allow our third-party service providers to use your personal data for their own purposes. We only permit them to process your personal data for specified purposes and in accordance with our instructions.
We may share your personal information with other third parties, for example in the context of the possible merger or restructuring of our company. We may also need to share your personal information to comply with the law.
We have put in place measures to protect the security of your information. When you submit sensitive information via our Website, your information is protected both online and offline.
Wherever we collect sensitive information (such as credit/debit card or payment data), that information is encrypted and transmitted to us in a secure way. You can verify this by looking for a lock icon in the address bar and looking for "https" at the beginning of the address of the Webpage.
While we use encryption to protect sensitive information transmitted online, we also protect your information offline. Third parties will only process your personal information on our instructions and where they have agreed to treat the information confidentially and to keep it secure.
We have put in place appropriate security measures to prevent your personal information from being accidentally lost, used or accessed in an unauthorised way, altered or disclosed. In addition, we limit access to your personal information to those employees, agents, contractors and other third parties who have a business need to know. They will only process your personal information on our instructions and they are subject to a duty of confidentiality. Only such employees and service providers who need the information to perform a specific task (for example, billing or customer service) are granted access to personally identifiable information. The computers and servers in which we store personally identifiable information are kept in a secure environment.
We have put in place procedures to deal with any suspected data security breach and will notify you and any applicable regulator of a suspected breach where we are legally required to do so.
We will only retain your personal information for as long as necessary to fulfil the purposes we collected it for, including for the purposes of providing our services to you and satisfying any legal obligations. To determine the appropriate retention period for personal data, we consider the amount, nature and sensitivity of the personal data, the potential risk of harm from unauthorised use or disclosure of your personal data, the purposes for which we process your personal data and whether we can achieve those purposes through other means, and the applicable legal requirements.
In some circumstances we may anonymise your personal information so that it can no longer be associated with you, in which case we may use such information without further notice to you. Once you are no longer a client we will retain and securely destroy your personal information in accordance with applicable laws and regulations.
Your duty to inform us of changes It is important that the personal information we hold about you is accurate and current. Please keep us informed if your personal information changes during your working relationship with us.
You may opt out of any future contacts from us at any time. You can do the following at any time by contacting us via the email address or phone number given on our Website or by going to your account settings. By law you have the right to:
If you want to review, verify, correct or request erasure of your personal information, object to the processing of your personal data, or request that we transfer a copy of your personal information to another party, please contact the DPO in writing.
If you would like to edit your information or delete it, you can email us at firstname.lastname@example.org.
With respect to your personal data you have the following additional rights granted by the General Data Protection Regulation (GDPR):
You will not have to pay a fee to access your personal information (or to exercise any of the other rights). However, we may charge a reasonable fee if your request for access is clearly unfounded or excessive. Alternatively, we may refuse to comply with the request in such circumstances.
We may need to request specific information from you to help us confirm your identity and ensure your right to access the information (or to exercise any of your other rights). This is another appropriate security measure to ensure that personal information is not disclosed to any person who has no right to receive it.
In the limited circumstances where you may have provided your consent to the collection, processing and transfer of your personal information for a specific purpose, you have the right to withdraw your consent for that specific processing at any time. To withdraw your consent, please contact us by email. Once we have received notification that you have withdrawn your consent, we will no longer process your information for the purpose or purposes you originally agreed to, unless we have another legitimate basis for doing so.
Last updated 06 August 2021
You or Customer hereby agree to be bound by the Terms of this Agreement, including any updates or revisions to these Terms or any policy by registering for a user account, submitting an order or otherwise accessing or using the Services.
1.1. Whereas Service Provider (Dafisa Limited) has appointed Broker (GoTranscript LTD and Parker Corporation LP) to act as non-exclusive sales agent for the Service Provider's services, such as: transcriptions, translations, and other services that can be found on the web page: - https://gotranscript.com/ (which belongs to the Broker and is used to promote the Service Provider's services, hereinafter referred to as "Brokerage Object".
1.2. Whereas the Customer hereby agrees that checking the box, "I agree that I have read and will abide by the Terms of Service agreement listed on this site" creates a complete and legally binding agreement between Customer and GoTranscript and binds Customer to the Terms of Service listed in this Agreement in which all prior or contemporaneous agreements are merged. During the duration of this Agreement, each instance of provision of services hereunder shall be subject to these Terms of Service.
The following definitions and rules of interpretation apply in these Terms.
Agreement: (including, without limitation, the term "this Agreement") means, collectively, the Terms, any Policy, and other provision which govern the Customer's use of the Website and Services;
Customer Facilities: any Customer credentials, such as user accounts, passwords, and other authentication credentials associated with the use of the Website or Services by the Customer or end-users, any other account, hardware, platform, equipment, systems, cabling, or facility within Customer's custody or control;
Deliverables: all Documents, products and materials developed by the Supplier or its agents, subcontractors, consultants, and employees in relation to the Services in any form, including transcription or translation data, reports, and specifications (including drafts).
Document: includes, in addition to any document in writing, any audio material, file, drawing, map, plan, diagram, design, picture or other image, tape, disk, or other device or record embodying information in any form.
Source Material: all Documents, information, and audio materials provided by the Customer relating to the Services, including audio, transcription or translation files, computer programs, data, reports, and specifications.
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trademarks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Pre-existing Materials: all Documents, information, and materials provided by the Supplier relating to the Services which existed prior to the commencement of this Agreement, including computer programs, data, reports and specifications.
Policy: any privacy or security policy and other guidelines instituted by GoTranscript or its licensors or service providers as updated from time to time.
Services: accurate quality transcription, video caption, translation and other related document services to be provided by the Supplier under this Agreement through its website of https://gotranscript.com/ and (or) associated domains (collectively, "Website"), all of which may be updated from time-to-time, including any successor websites and domains, together with any other services which the Supplier provides or agrees to provide to the Customer. Services include any Work performed under the Agreement under Source Material provided by the Customer.
Supplier: GoTranscript Limited, a company registered under company number 12388885, of 166, College Road, Harrow Middlesex, HA11BH United Kingdom.
Supplier's Equipment: any equipment, including tools, systems, cabling, or facilities, provided by the Supplier or its subcontractors and used directly or indirectly in the supply of the Services.
VAT: value added tax chargeable under English law for the time being and any similar additional tax.
Work: any project where Supplier provides Services under Source Material provided by the Customer.
Website: means GoTranscript's platform and https://gotranscript.com/ Website for accurate transcription, video caption, translation and other related document services.
2.2. Clause headings shall not affect the interpretation of these Terms.
2.3. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person's personal representatives, successors, and permitted assigns.
2.4. Unless the context otherwise requires, words in the singular shall include the plural, and in the plural shall include the singular.
2.5. Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
2.6. A reference to any party shall include that party's personal representatives, successors and permitted assigns.
2.7. A reference to a statute or statutory provision is a reference to it as amended, extended, or re-enacted from time to time.
2.8. A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.
2.9. A reference to writing or written includes fax and email.
2.10. Any obligation on a party not to do something includes an obligation not to allow that thing to be done.
2.11. References to clauses are to the clauses of these Terms.
2.12. Any words following the terms including, include, in particular, for example, or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase, or term preceding those terms.
3.1. Customer can request Services by completing and submitting an enquiry form on the Website, by sending a message at the online chat, sending an email or contacting the Supplier over the phone. After receipt of the enquiry, the Supplier's customer service representative shall provide information about the required Service type, price, duration of Works, and shall respond to any questions that the Customer may have.
3.2. In order to be able to order Services of the Supplier, prospective Customer must register on the Website, create a user account and confirm it. Following registration, the Customer may request the signing of an individual NDA and request that the Supplier provides other documents, such as a checklist, Policies or audit thereof as per the request of the Customer.
3.3. Customer can submit a Service order by filling one of the four order forms found on the Website. Should the Customer require a specialised, non-standard Service, the order shall be formulated by the Supplier's customer care specialist. After that, the Website's platform will formulate an invoice and send a payment link to the Customer.
3.4. The Supplier shall provide the Services to the Customer on the terms and conditions of these Terms.
3.5. Customer is able to see the status of the order by logging to a personal user account at the Website. After the completion of the order, the Supplier shall inform the Customer by email held on the user account.
3.6. The term of this Agreement will commence on the date you begin using the Service and will continue as long as you maintain a GoTranscript user account, unless the Agreement is terminated in accordance with its terms.
4.1. If you are entering into the Terms on behalf of a company or another legal entity, you represent and warrant that you are authorised and lawfully able to bind such entity to the Terms, in which case "you" shall refer to such entity. You represent and warrant that you are:
a) over eighteen (18) years of age or the age of majority in your jurisdiction, whichever is greater; and
b) of legal age to form a binding contract.
c) agree and oblige to comply with the Terms while using the Service.
4.2. If you do not have such authority, or you do not agree with the terms, you cannot access or use the Service.
5.1. The Supplier shall use reasonable endeavours to deliver the Services and meet any performance dates specified in the Work order, but any such dates shall be estimates only, and time for performance by the Supplier shall not be of the essence of this Agreement. Supplier shall notify the Customer in the event of a delayed performance of any dates specified in the Work order, where the Customer shall have the option to cancel the order. If the Customer does not cancel the Order, Supplier continues with the Works and is not liable to refund the price paid for such Services.
5.2. Customer acknowledges and hereby agrees that no transcript or translation Services is ever 100% perfect. Judgement calls must be made on factors such as punctuation, spellings, grammar, and others. Spoken word consists of run-on sentences and other language that may be grammatically incorrect. GoTranscript does not correct grammar or proofread transcribed Source Material of the Customer - it only transcribes what Customer provides in the Source Materials. If its accuracy rate is indeed below 99%, GoTranscript will correct the mistakes free of charge. All Source Materials are subject to GoTranscript's acceptance, which it may exercise in its sole and absolute discretion.
5.3. GoTranscript guarantees a 99% accuracy rate or higher only for properly recorded audio Source Material. Any Source Material should be clearly recorded in a controlled environment (preferably professionally) with one person either talking or interviewing one subject with minimal background noise interference and no media noise or defects. The format must be recorded digitally.
5.4. Customer is informed and hereby agrees that poor duplication procedures can lead to degradation of the original Source Material and could result in a higher price for Services, depending on the degree of degradation. While GoTranscript does its best to create the most accurate transcript possible regardless of the quality of audio, Customer should be aware that any audio that does not meet the previous criteria may impact the quality of the transcript and cause it to drop below the 99% accuracy rate. If for some reason, the Customer is not satisfied with the transcript and reasonably deems it below the 99% accuracy rate and it was a properly recorded audio Source Material, Customer has to notify GoTranscript within 30 days of notice of the poor Service so that GoTranscript can examine the discrepancy.
5.5. GoTranscript does not delete finished transcript Deliverables from its servers unless the Customer deletes the files itself. Audio files are deleted 7 days after completing the Work transcript. The Customer is informed that GoTranscript is not an archival service and should not be viewed or otherwise considered by the Customer as a storage service for the Customer's files.
6.1. The Customer shall:
b) maintain confidentiality of your Customer credentials, passwords of the user account, be responsible for any activities of your user account under that password, and notify us of any unauthorised use or access to your user account and ensure that you log off from your account at the end of your session at the Website. GoTranscript shall not be liable for any loss or damage arising from your failure to comply with your obligations in this clause;
c) co-operate with the Supplier in all matters relating to the Source Material and the Services;
d) provide, in a timely manner, such Source Material and other information as the Supplier may require, and ensure that it is accurate and truthful in all material respects;
e) be solely responsible for the Source Material and ensure that it is lawful, legally obtained, legally uploaded, and rightfully owned by you, does not infringe any intellectual property or any other rights of any party, does not contain viruses or programs that may harm the Website or systems of the Supplier or its contractors or service providers. GoTranscript reserves the right to stop and suspend the user account of any Source Material that it finds as infringing or potentially infringing on its or any third parties legitimate rights and/or interests, may carry investigation and pursue legal action against any user who, in GoTranscript's sole opinion, violates this clause, and can, without limitation, remove the offensive Source Material from the Website's system, suspend or terminate the account of such violator and report it to the law enforcement authorities.
f) acknowledges his review of the rates on GoTranscript's Website for its Services and agrees to pay for the Work performed by GoTranscript promptly and in full.
g) obtain and maintain all necessary licences and consents and comply with all relevant legislation in relation to the Source Material, Services, Customer's access to and use of the Website and its collection, storage, processing and use of Customer data. In addition to the terms and conditions of this Agreement, access to and use of the Website shall comply with any Policies.
h) be solely responsible for backing-up Customer data, downloading and storing all original audio, documents, and finished Work transcripts, translations, subtitling files, or any other Service product generated by GoTranscript outside of the Website and comply with GoTranscript's Policies and limits set from time to time to limit the maximum time that Customer data will be stored by the Website and the maximum storage space on GoTranscript's service dedicated to each Customer.
i) be solely responsible for obtaining, configuring, and maintaining any hardware, network connectivity, and third-party software and services required to access or provide access to the Website, including the Customer Facilities and any other computers, mobile devices, operating systems, web browsers, and storage devices.
j) be solely responsible for protecting the confidentiality of any Customer Facilities, including credentials and all activities undertaken using Customer Facilities. In the event that the Customer becomes aware of any unauthorised access to or use of the Website or Service, the Customer shall promptly give written notice to GoTranscript of such unauthorised access or use and make reasonable efforts to eliminate such unauthorised access or use. The Customer shall at all times implement appropriate security policies and procedures and access control methodologies to safeguard access to and use of the Website. All such measures shall comply with prevailing industry standards but in no case consist of less than reasonable care.
6.2. If the Supplier's performance of its obligations under this Agreement is prevented or delayed by any act or omission of the Customer, its agents, subcontractors, consultants or employees, the Supplier shall not be liable for any costs, charges or losses sustained or incurred by the Customer that arise directly or indirectly from such prevention or delay.
6.3. The Customer shall be liable to pay to the Supplier, on demand, all reasonable costs, charges or losses sustained or incurred by the Supplier (including any direct, indirect or consequential losses, loss of profit and loss of reputation, loss or damage to property and those arising from injury to or death of any person and loss of opportunity to deploy resources elsewhere) that arise directly from the Customer's fraud, negligence, failure to perform or delay in the performance of any of its obligations under this Agreement, subject to the Supplier confirming such costs, charges and losses to the Customer in writing.
6.4. The Customer shall not, without the prior written consent of the Supplier, at any time from the date of this Agreement to the expiry of 12 months after the last date of supply of the Services, solicit or entice away from the Supplier any person who is, or has been, engaged as an employee, consultant or subcontractor of the Supplier in the provision of the Services.
7.1. By engaging GoTranscript, Customer agrees to pay for any and all Services performed by GoTranscript on Customer's behalf associated with the Source Material submitted by the Customer. In consideration of the provision of the Services by the Supplier, the Customer shall pay the charges as set out in the invoice provided to the Customer.
7.2. Customer shall pay for the Services by debit or credit card or using PayPal, Inc. immediately after submitting an order for Work and receiving an invoice and (or) a payment link thereof. Also, the Customer can choose to pay for the Services by bank or wire transfer into one of 3 bank accounts nominated by the Supplier in the invoice in either GBP, USD or EUR currencies.
7.3. Returning Customers may elect to pay by invoice or purchase order. In this event, the Customer shall formulate an order in its user account at the Website. Supplier shall then send the invoice to the email of the Customer provided in the user account. The payment terms of purchase order is 30 days from the date of the invoice. Supplier commences provision of Services from the day of submitting the invoice. New Customer, who intends to pay by invoice or purchase order, must pay for the first order in advance, by following the methods as set out in clause 7.2 above.
7.4. Customer acknowledges that GoTranscript bills per minute of recorded audio for transcription and not on page count, number of characters, or work hours. Customer agrees to pay the rates prevailing at the time the Work is requested as set forth in the Rates section of GoTranscript's Website.
7.5. Regardless of the Customer's description of the Source Material and in the event its description is inaccurate, the appropriate classification below will apply for all purposes hereunder, including charges and applicable rates. If GoTranscript determines that its classification of any Source Material is different than that of the Customer's, it will notify the Customer before proceeding with the Work.
a) for transcription Services, the Customer agrees and understands that pricing is based on the number of speakers in an audio file of Source Material. The Customer also agrees and understands that audio variables may increase the price. The Customer also agrees and understands that the level of turnaround time may impact the cost and price.
b) for translation Services, the Customer agrees and understands that pricing is based on the number of words in the Source Material. The Customer also agrees and understands that variables may increase the price. GoTranscript will notify Customer of any increased costs as it relates to the price, time, or completion of a Work project.
7.6. The Supplier shall be entitled to charge a differentiated fee based on the turnaround time and also apply special discounts to loyal customers as per the Rate section of the Website.
7.7. all charges quoted to the Customer shall be exclusive of VAT, which the Supplier shall add to its invoices at the appropriate rate;
7.8. Without prejudice to any other right or remedy that it may have, if the Customer fails to pay the Supplier on the due date:
a) the Customer shall pay interest on the overdue amount at the rate of 3% per annum above Bank of England's base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgement. The Customer shall pay the interest together with the overdue amount; and
b) the Supplier may suspend all Services until payment has been made in full.
7.9. All sums payable to the Supplier under this Agreement shall become due immediately on its termination, despite any other provision. This clause 7.10 is without prejudice to any right to claim for interest under the law or any such right under this Agreement.
7.10. All amounts due under these Terms shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
8.1. Customer is solely responsible for all Source Material and giving all required notices and obtaining all requisite consents (including any Intellectual Property Rights) before uploading said Source Material to the Website, and shall not submit, upload or otherwise give to the Supplier any Source Material where Customer does not have such necessary consent.
8.2. As between the Customer and the Supplier, all Intellectual Property Rights and all other rights in the Source Material shall be owned by the Customer. The Customer hereby grants GoTranscript and its suppliers and service providers a worldwide, royalty-free, non-exclusive licence to use, reproduce, modify, adapt, create derivative works from, perform, display, distribute, make and have made Source Material as necessary for GoTranscript and its service providers to provide the Services and access to the Website to the Customer and maintain and monitor the performance of the Website and its system.
8.3. As between the Customer and the Supplier, all Intellectual Property Rights and all other rights in the Website (and all its improvements, enhancements or modifications thereto), and the Pre-existing Materials shall be owned by the Supplier. The Supplier licences all the rights on the Deliverables which are work for hire to the Customer free of charge and on a non-exclusive, worldwide basis to such extent as is necessary to enable the Customer to make reasonable use of the Deliverables and the Services. If this Agreement is terminated, this licence will automatically terminate; however the rights which are vested on the Customer by the Supplier for the Deliverables which are work for hire shall remain with the Customer.
8.4. The Customer acknowledges that, where the Supplier does not own any of the Pre-existing Materials, the Customer's use of rights in Pre-existing Materials is conditional on the Supplier obtaining a written licence (or sub-licence) from the relevant licensor or licensors on such terms as will entitle the Supplier to licence such rights to the Customer.
9.1. GoTranscript acknowledges that because of its relationship with the Customer, it may have access to certain information and materials contained in Source Materials in relation to the Customer's business, products, services, Customers and marketing strategies that are confidential and of substantial value to the Customer ("Confidential Information").
9.2. GoTranscript 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 any such Confidential Information revealed to it by Customer unless and until required as a matter of law or by court order or other legal process to do so or such information passes into the public domain.
9.3. Customer acknowledges and agrees that any questions, comments, suggestions, ideas, feedback or other information about the Service ("Submissions"), provided by you to GoTranscript are non-confidential, and GoTranscript will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgement or compensation to you.
9.4. GoTranscript will not, without your prior consent, disclose to any third party your Confidential Information, other than furnishing such Confidential Information to our directors, officers, employees, agents, consultants, contractors, representatives or affiliated entities (collectively, "Associated Persons") who need to have access to such Confidential Information in connection with the Permitted Purpose.
9.5. As upholding confidentiality is of utmost importance, the transcribers at GoTranscript must sign a non-disclosure agreement so that our Customers can be sure of the safety of their Confidential Information. Additionally, transcriptionists can sign additional NDAs when working with specific documents or content if this is requested by the Customer. If you need an additional NDA for your specific data or information, simply contact us and let us know.
9.6. The Customer undertakes that it shall not at any time during this Agreement, and for a period of five years after termination of this Agreement, disclose to any person technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Customer by the Supplier, its employees, agents, consultants or subcontractors or of any member of the group of companies to which the Supplier belongs and any other confidential information concerning the Supplier's business or its products which the Customer may obtain, except as permitted by clause 9.7.
9.7. The Customer may disclose the Supplier's confidential information:
a) to its employees, officers, representatives or advisors who need to know such information for the purposes of carrying out the party's obligations under this Agreement. Each party shall ensure that its employees, officers, representatives or advisors to whom it discloses the other party's confidential information comply with this clause 9; and
b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
9.8. The Customer shall not use the Supplier's confidential information for any purpose other than to perform its obligations under this Agreement.
10.1. Nothing in this Agreement limits or excludes the Supplier's liability for:
a) death or personal injury caused by its negligence;
b) fraud or fraudulent misrepresentation; or
c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession) or any other liability which cannot be limited or excluded by applicable law.
10.2. Subject to clause 10.1, the Supplier shall not be liable to the Customer, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this Agreement for:
a) loss of profits
b) loss of sales or business;
c) loss of agreements or contracts;
d) loss of anticipated savings;
e) loss of or damage to goodwill;
f) loss of use or corruption of software, data or information;
g) any indirect or consequential loss.
10.3. Subject to clause 10.1 and clause 10.2, the Supplier's total liability to the Customer, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this Agreement shall be limited to the equivalent of the total charges paid by the Customer in that period in respect of all claims (connected or unconnected) in any consecutive 12 (twelve) month period.
10.4. The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from this Agreement.
10.5. . Customer hereby agrees that If Customer is dissatisfied with the Work, Customer's sole and exclusive option is to have GoTranscript correct mistakes in the Work or the Customer will terminate the Agreement without any obligation to pay the Supplier for such work.
11.1. We take appropriate and pre-defined steps to ensure the security of our Customers' data and files. We keep the files only on our own servers, and they cannot be acquired by third parties. Your information is a bit like keeping it in a locked safe.
11.2. We encrypt the files while sending them over the Internet using 2048-bit encryption. How secure is 2048 bit SSL encryption? 2048-bit encryption is a data/file encryption technique that uses a 2048-bit key to encrypt and decrypt data or files. It is one of the most secure encryption methods after 128- and 192-bit encryption and is used in most modern encryption algorithms, protocols and technologies, including AES and SSL.
12.1. Without affecting any other right or remedy available to it, either party may terminate this Agreement by giving 30 days' written notice to the other party if:
a) the other party fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than 30 days after being notified to make such payment;
b) the other party commits a material breach of any other term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified to do so;
c) 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;
d) 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;
e) 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 that other party (being a company);
f) 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);
g) the holder of a qualifying floating charge over the assets of that other party (being a company) has become entitled to appoint or has appointed an administrative receiver;
h) 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;
i) the other party (being an individual) is the subject of a bankruptcy petition or order;
j) 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 the other party's assets and such attachment or process is not discharged within 14 days;
k) 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 clause 12.1(d) to clause 12.1(k) (inclusive);
l) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
13.1. On termination or expiry of this Agreement:
a) the Customer shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Supplier may submit an invoice, which shall be payable immediately on receipt;
b) the following clauses shall continue in force: clause 8 (Intellectual property rights), clause 9 (Confidentiality), clause 10 (Limitation of liability), clause 13.1, clause 23 (Notices), clause 24 (Governing law), and clause 25 (Jurisdiction).
13.2. Termination or expiry of this Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry. All indemnifications and limitations on liability will survive any termination or expiration of this Agreement.
14.1. GoTranscript shall not be liable for any failure or delay in performing its obligations hereunder, if such failure or delay is due to Force Majeure Event, i.e. any circumstances beyond its reasonable control, including, without limitation:
a) acts of God, flood, drought, earthquake or other natural disaster;
b) epidemic or pandemic;
c) terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;
d) nuclear, chemical or biological contamination or sonic boom;
e) any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent;
f) collapse of buildings, fire, explosion or accident;
g) strike or labour disturbance, interruption of or delay in transportation, or inability to obtain raw materials, supplies or power used in, or the equipment needed for the provision of the Work.
14.2. Provided the Supplier acts in compliance with clause 14.3, the time for performance of Supplier's obligations shall be extended accordingly.
14.3. The Supplier shall:
a) as soon as reasonably practicable after the start of the Force Majeure Event, notify the Customer of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under the Agreement; and
b) use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations.
14.4. If the Force Majeure Event prevails for a continuous period of more than 6 months, either party may terminate this Agreement by giving 30 days' written notice to all the other parties. On the expiry of this notice period, this Agreement will terminate. Such termination shall be without prejudice to the rights of the parties in respect of any breach of this Agreement occurring prior to such termination.
GoTranscript reserves the right to make changes to this Terms of Service Agreement from time to time and any such updated Agreement will govern your use of the Service from the moment of any such update. Any such modifications made to it can be found on the current GoTranscript Website.
No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
The rights and remedies provided under these Terms are in addition to, and not exclusive of, any rights or remedies provided by law.
18.1. If any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Agreement.
18.2. If any provision or part-provision of this Agreement is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
19.1. This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. In the event of any conflict between this Agreement and any Policy, the terms and conditions of this Agreement shall take precedence.
19.2. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this Agreement.
19.3. Nothing in this clause shall limit or exclude any liability for fraud.
This Agreement is personal to the Customer, and the Customer shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under this Agreement without the prior written consent of GoTranscript.
21.1. Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
21.2. Each party confirms it is acting on its own behalf and not for the benefit of any other person.
No one other than a party to this Agreement shall have any right to enforce any of its terms.
23.1. Customer routine communications to GoTranscript regarding the Website or Services should be sent to the customer service using the Customer user account on the Website. To give a notice regarding termination of the Agreement for breach, indemnification, or other legal matter, Customer shall send it by electronic mail and first-class signed for post to:
166, College Road,
HA11BH United Kingdom
23.2. GoTranscript routine communications regarding the Website or Services and legal notices shall be posted on the customer portal or sent by email or post to the individual(s) Customer designates as contact(s) on Customer's user account. Notices are deemed received as of the time posted or delivered, or if that time does not fall within a business day, as of the beginning of the first business day following the time posted or delivered. For purposes of counting days for notice periods, the business day on which the notice is deemed received counts as the first day.
23.3. A notice given to a party under or in connection with this Agreement shall be in writing and in English or accompanied by an accurate translation into English.
This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
Each party irrevocably agrees that the courts of England and Wales shall have non-exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).
Revised on 29 December 2020