Client Agreement

By and between WeType Limited (trading under the name WeType and referred to herein as “WeType”), a UK limited company, registered in England (Company Number 09643724) and ................... (the Client).

Reference herein to “Client” shall be to ................... located at ....................

The parties agree to the following, which shall apply during the term of this Client Agreement. This Client Agreement covers all products and services that the Client has purchased or ordered, whether for its own use or for the use of its clients or customers.

1. Order acceptance

   1. All orders are subject to acceptance by WeType.

   2. An order will only be deemed accepted by WeType if it gives confirmation to such effect to the Client.

   3. WeType may in its absolute discretion refuse to accept any order, or provide that acceptance be subject to such conditions as WeType may impose.

2. Payment for services
   1. WeType shall issue an invoice in accordance with the agreed quotation supplied prior to 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 the Client are made in writing.
   2. Payments are due within 7 days of the date of invoice unless other terms are specified by prior arrangement and agreed in writing.
   3. In the event that any amount remains unpaid after the period of time specified on the invoice, WeType reserves the right (in addition to its right to claim for payment) to discontinue, withhold or suspend products or services to the Client and/or its customers to whom such unpaid amounts relate.
   4. The Client shall be responsible for paying value added tax due on WeType’s products and services at the applicable rate at the date of supply.
   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
   1. No refund shall be applicable once transcription of any recording has commenced, unless WeType does not complete the relevant transcription assignment or WeType uses its discretion to refund if the Client gives notice that they do not wish to continue with the service.
4. Use of services
   1. WeType’s products and services may only be used for lawful purposes.
   2. The Client accepts that WeType does not accept any liability to the Client and/or its customers for any loss or damage however caused (even if WeType had been advised of a possibility of such damage arising) resulting from transcriptions provided by or to the Client and/or its customers using WeType’s products or services. Furthermore, WeType does not accept any liability for errors or incorrect transcription and the Client agrees that it is the Client’s responsibility to check transcription work carefully and ensure that no such errors exist.
   3. The Customer agrees to indemnify WeType and keep it indemnified from and against all expenses, costs, damages and awards arising from any claims or actions brought or threatened against WeType by parties alleging any misuse by Client and/or its customers of WeType’s 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 services
   1. WeType’s liability to the Client arising from defective products or services is limited (save in respect of death or personal injury) to the amount payable by the Client to WeType under this Client Agreement.
   2. WeType will always endeavour to supply full service but does not accept liability for any failure to supply services caused by any external influences including without limitation acts of God, fire, governmental acts, breaks in continuity of electricity supply or telecom link, accident or any other cause beyond WeType’s control.
   3. WeType does not accept liability to the Client for indirect or consequential economic loss (including loss of profit or business).
   4. WeType complies with applicable data protection legislation and regulation (see clauses 7 and 9 below). No data relating to the recordings is held and all files are deleted from the WeType sever 40 days after work is completed. This includes the original recording and the completed file(s). All completed work must be collected before the 40-day period. It is not possible to recover or resend work after this date.
   5. WeType office hours are UK time, Monday to Friday 9am-5.30pm excluding bank holidays. Notification will be given on the WeType server login page of any changes to these dates and times. Work will be processed during this time only and outside by prior arrangement.
6. Pricing policy
   1. The Client agrees to provide to WeType all reasonable information on its existing and/or prospective activities which WeType Limited may need to fulfil WeType’s obligations under this Client Agreement.
   2. WeType reserves the right to change prices as deemed necessary, on giving the Client at least thirty (30) days’ notice prior to implementing any changes except with respect to provision in clause eleven (11).
7. Confidentiality
   1. WeType acknowledges that by reason of its relationship with the Client, it may have access to certain information and materials relating to the Client's business, products, services, clients and marketing strategies that is confidential and of substantial value to the Client, which value would be impaired if such information were disclosed to third parties.
   2. WeType 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 Client except to such of WeType’s agents duly authorised to perform WeType’s services hereunder. No information provided by way of transcription will be stored on computers and any transcribed work and sound files shall be deleted upon instruction in writing or email from the Client if it is required before the automatic 40 day deletion period as referred to in 5.4 above.
   3. WeType shall take all appropriate steps to ensure that the Client's confidential information is protected. This includes encryption of file transfer to and from WeType, secure password-protected folders on the WeType server which may be accessed only by those authorised by WeType and the Client. In addition, the WeType servers are protected by levels of security in order to prevent any breach by an outside agent.
   4. If deemed necessary, WeType will allow and enable outside bodies (to include the Solicitors Regulation Authority and The Information Commissioners’ Office) or their agents to obtain information from, inspect the records (including electronic records) of, or enter the premises of WeType in specific relation to the outsourced activities or functions of work conducted on behalf of the Client.
8. Guarantee of Items Sent
   1. WeType cannot guarantee or insure any tapes or CDs sent to WeType. The tapes or CDs remain the Client's responsibility and WeType cannot accept liability for any loss or damage, no matter how caused whilst the tapes or CDs are in its possession, in transit, or whilst the client is transporting them to WeType. WeType strongly recommend that the Client keep a copy of any recording.
9. Transferral of Rights and obligations
   1. The Client’s rights and obligations under this Client Agreement may not be enjoyed by a third party or transferred or assigned directly or indirectly without the prior written consent of WeType.
   2. If the Client sells any WeType products or services to a third party, it shall do so on terms which are not inconsistent with this Client Agreement and with WeType’s prior written agreement; and such Client shall maintain adequate insurance as would normally be covered by a person carrying on in the same type of business as the Client.
10. Data Protection Legislation and Regulations
    1. WeType reserves the right to hold information relevant to the Client in accordance with applicable data protection legislation.
    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 WeType and its authorised agents, unless otherwise stated.
    3. Applicable data protection legislation includes the Data Protection Act 1988, any successor thereto and the UK’s General Data Protection Regulation (“GDPR”). Please refer to the attached “Data Protection Addendum” which forms part of this agreement.
11. Disputes
    1. The parties shall attempt to resolve all disputes arising out of this agreement in a spirit of co-operation without formal proceedings.
    2. Any dispute which cannot 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.
12. Termination of Client Agreement
    1. WeType may make changes to this Client Agreement upon thirty (30) days’ written notice to the Client, advising of the change and the effective date thereof. Utilisation of WeType services by the Client following the effective date of such change will be deemed as acceptance by the Client and/or its clients of such change(s). Otherwise this Client Agreement may not be modified except by the written consent of both parties.
    2. The Client may also terminate this Client Agreement on giving at least thirty (30) days’ written notice prior to renewal.
    3. Unless the said notice is received by WeType at least thirty (30) days before the Client Agreement expires, the Client will be deemed automatically to have renewed this Client Agreement for the same duration as the previous one.
13. This represents a legal contract
    1. This Client Agreement is governed by English law and is covered by the jurisdiction of the English courts. If any provision of this Client 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.
    2. WeType and the Client agree to renegotiate in good faith any term held invalid and to be bound by mutually agreed substitution provision.
    3. By ticking the Agreement box when opening a Client account, the Client will confirm acceptance of the terms as detailed herein.
14. Entire agreement; modifications
    1. This Client Agreement sets forth the entire agreement and understanding between both parties and merges all prior discussion between them.
15. Notices
    1. All notices served by WeType to the Client shall be sent to its address in the United Kingdom most recently provided by e-mail, fax or letter and shall be effective if sent by e-mail or fax upon the date of transmission, or if sent by post, upon its posting in a duly addressed pre-paid envelope.
    2. All notices served by the Client to WeType shall be by e-mail, fax or letter and shall be effective upon the date of actual receipt by WeType.
16. Waiver
    1. No failure or delay by either party in exercising any of its rights under this Client Agreement shall be deemed to be a waiver of that right, and no waiver by either party of a breach of any provision of this Client Agreement shall be deemed to be a waiver of any subsequent breech of the same.

--- Data Protection Addendum attached hereto ---

This Data Protection Addendum ("Addendum") forms part of the terms and conditions that comprise the “Client Agreement” between WeType Limited (“WeType”) and ................... (the Client).

The terms used in this Addendum shall have the meanings set forth in this Addendum. Except as modified below, the terms of the Agreement shall remain in full force and effect.

In consideration of the mutual obligations set out herein, the parties hereby agree that the terms and conditions set out below shall be added as an Addendum to the Client Agreement. Except where the context requires otherwise, references in this Addendum to the Client Agreement are to the Client Agreement as amended by, and including, this Addendum.

1. Definitions

   1. In this Addendum, the following terms shall have the meanings set out below and cognate terms shall be construed accordingly:

      1. "Applicable Laws" means (a) European Union or Member State laws with respect to any Client Personal Data in respect of which any Client is subject to EU Data Protection Laws; and (b) any other applicable law with respect to any Client Personal Data in respect of which the Client is subject to any other Data Protection Laws;

      2. "Client Personal Data" means any Personal Data Processed by a Contracted Processor on behalf of a Client pursuant to or in connection with the Client Agreement;

      3. "Contracted Processor" means WeType or a Subprocessor;

      4. "Data Protection Laws" means EU Data Protection Laws and, to the extent applicable, the data protection or privacy laws of any other country, including without limitation the UK Data Protection Act 1988 and any successor thereto;

      5. "EEA" means the European Economic Area;

      6. "EU Data Protection Laws" means EU Directive 95/46/EC, as transposed into domestic legislation of each Member State and as amended, replaced or superseded from time to time, including by the GDPR and laws implementing or supplementing the GDPR;

      7. "GDPR" means the UK’s General Data Protection Regulation;

      8. "Restricted Transfer" means:

         1. a transfer of Client Personal Data from the Client to a Contracted Processor; or

         2. an onward transfer of Client Personal Data from a Contracted Processor to a Contracted Processor, or between two establishments of a Contracted Processor,

         in each case, where such transfer would be prohibited by Data Protection Laws (or by the terms of data transfer agreements put in place to address the data transfer restrictions of Data Protection Laws).

      9. "Services" means the services and other activities to be supplied to or carried out by or on behalf of WeType for the Client pursuant to the Client Agreement; and

      10. "Subprocessor" means any person (including any third party, but excluding an employee of WeType) appointed by or on behalf of WeType to Process Personal Data on behalf of WeType in connection with the Client Agreement;

   2. The terms, "Commission", "Controller", "Data Subject", "Member State", "Personal Data", "Personal Data Breach", "Processing" and "Supervisory Authority" shall have the same meaning as in the GDPR, and their cognate terms shall be construed accordingly.

   3. The word "include" shall be construed to mean include without limitation, and cognate terms shall be construed accordingly.

2. Processing of Client Personal Data

   1. WeType shall:

      1. comply with all applicable Data Protection Laws in the Processing of Client Personal Data; and

      2. not Process Client Personal Data other than on the Client’s documented instructions unless Processing is required by Applicable Laws to which the relevant Contracted Processor is subject, in which case WeType shall to the extent permitted by Applicable Laws inform the Client of that legal requirement before the relevant Processing of that Personal Data.

   2. The Client:

      1. instructs WeType (and authorises WeType to instruct each Subprocessor) to process Client Personal Data as reasonably necessary for the provision of the Services and consistent with the Client Agreement; and

      2. warrants and represents that it is and will at all relevant times remain duly and effectively authorised to give the instruction set out in section 2.2.1.

3. WeType Personnel

   WeType shall take reasonable steps to ensure the reliability of any employee, agent or contractor of any Contracted Processor who may have access to the Client Personal Data, ensuring in each case that access is strictly limited to those individuals who need to know / access the relevant Client Personal Data, as strictly necessary for the purposes of the Client Agreement, and to comply with Applicable Laws in the context of that individual's duties to the Contracted Processor, ensuring that all such individuals are subject to confidentiality undertakings or professional or statutory obligations of confidentiality.

4. Security

   1. Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of Processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, WeType shall in relation to the Client Personal Data implement appropriate technical and organisational measures to ensure a level of security appropriate to that risk, including, as appropriate, the measures referred to in Article 32(1) of the GDPR.

   2. In assessing the appropriate level of security, WeType shall take account in particular of the risks that are presented by Processing, in particular from a Personal Data Breach.

5. Subprocessing

   1. The Client authorises WeType to appoint (and permit each Subprocessor appointed in accordance with this section 5 to appoint) Subprocessors in accordance with this section 5 and any restrictions in the Client Agreement.

   2. WeType may continue to use those Subprocessors already engaged by Wetype as at the date of this Addendum, subject to WeType in each case as soon as practicable meeting the obligations set out in section 5.4.

   3. WeType shall give Client prior written notice of the appointment of any new Subprocessor, including full details of the Processing to be undertaken by the Subprocessor. If, within 30 days of receipt of that notice, Client notifies WeType in writing of any objections (on reasonable grounds) to the proposed appointment. WeType will consult with the Client regarding the use of an alternative Subcontractor:

   4. With respect to each Subprocessor, WeType shall:

      1. before the Subprocessor first Processes Client Personal Data (or, where relevant, in accordance with section 5.2), carry out adequate due diligence to ensure that the Subprocessor is capable of providing the level of protection for Client Personal Data required by the Client Agreement;

      2. ensure that the arrangement between WeType and the Subprocessor is governed by a written contract including terms which offer at least the same level of protection for Client Personal Data as those set out in this Addendum and meet the requirements of article 28(3) of the GDPR;

      3. if that arrangement involves a Restricted Transfer, ensure that the relevant clauses are included within the agreement with the Subprocessor; and

      4. provide to Client for review such copies of the Contracted Processors' agreements with Subprocessors (which may be redacted to remove confidential commercial information not relevant to the requirements of this Addendum) as Client may request from time to time.

   5. WeType shall ensure that each Subprocessor performs the obligations under sections 2.1,3,4,6.1,7.2,8,9 and 10.1, as they apply to Processing of Client Personal Data carried out by that Subprocessor, as if it were party to this Addendum in place of WeType.

6. Data Subject Rights

   1. Taking into account the nature of the Processing, WeType shall assist each Client by implementing appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of the Client’s obligations, as reasonably understood by Client, to respond to requests to exercise Data Subject rights under the Data Protection Laws.

   2. WeType shall:

      1. promptly notify Client if any Contracted Processor receives a request from a Data Subject under any Data Protection Law in respect of Client Personal Data; and

      2. ensure that the Contracted Processor does not respond to that request except on the documented instructions of Client or as required by Applicable Laws to which the Contracted Processor is subject, in which case WeType shall to the extent permitted by Applicable Laws inform the Client of that legal requirement before the Contracted Processor responds to the request.

7. Personal Data Breach

   1. WeType shall notify Client without undue delay upon WeType or any Subprocessor becoming aware of a Personal Data Breach affecting Client Personal Data, providing Client with sufficient information to allow the client to meet any obligations to report or inform Data Subjects of the Personal Data Breach under the Data Protection Laws.

   2. WeType shall co-operate with the Client and take such reasonable commercial steps as are directed by the Client to assist in the investigation, mitigation and remediation of each such Personal Data Breach.

8. Data Protection Impact Assessment and Prior Consultation

   WeType shall provide reasonable assistance to the Client with any data protection impact assessments, and prior consultations with Supervisory Authorities or other competent data privacy authorities, which the Client reasonably considers to be required of it by Article 35 or 36 of the GDPR or equivalent provisions of any other Data Protection Law, in each case solely in relation to Processing of Client Personal Data by, and taking into account the nature of the Processing and information available to, the Contracted Processors.

9. Deletion or return of Client Personal Data

   1. Subject to sections 9.2 and 9.3 WeType shall promptly and in any event within 40 days of the date of cessation of any Services involving the Processing of Client Personal Data (the "Cessation Date"), delete and procure the deletion of all copies of those Client Personal Data.

   2. Subject to section 9.3, the Client may in its absolute discretion by written notice to WeType within 40 days of the Cessation Date require WeType to (a) return a complete copy of all Client Personal Data to Client by secure file transfer in such format as is reasonably notified by Client to WeType; and (b) delete and procure the deletion of all other copies of Client Personal Data Processed by any Contracted Processor. WeType shall comply with any such written request within 40 days of the Cessation Date.

   3. Each Contracted Processor may retain Client Personal Data to the extent required by Applicable Laws and only to the extent and for such period as required by Applicable Laws and always provided that WeType shall ensure the confidentiality of all such Client Personal Data and shall ensure that such Client Personal Data is only Processed as necessary for the purpose(s) specified in the Applicable Laws requiring its storage and for no other purpose.

10. Audit rights

    1. WeType shall make available to the Client on request all information necessary to demonstrate compliance with this Addendum, and shall allow for and contribute to audits, including inspections, by the Client or an auditor mandated by the Client in relation to the Processing of the Client Personal Data by the Contracted Processors.

    2. Information and audit rights of the Client only arise under section 10.1 to the extent that the Client Agreement does not otherwise give them information and audit rights meeting the relevant requirements of Data Protection Law (including, where applicable, article 28(3)(h) of the GDPR).

11. Restricted Transfers

    The Client (as "data exporter") and each Contracted Processor, as appropriate, (as "data importer") will act in a manner that reasonably ensures no Restricted Transfer takes place in a way that would knowingly breach applicable Data Protection Law.

12. General Terms

    Governing law and jurisdiction

    1. The parties to this Addendum hereby submit to the choice of jurisdiction stipulated in the Client Agreement with respect to any disputes or claims howsoever arising under this Addendum, including disputes regarding its existence, validity or termination or the consequences of its nullity; and

    2. This Addendum and all non-contractual or other obligations arising out of or in connection with it are governed by the laws of the country or territory stipulated for this purpose in the Client Agreement.

    3. Nothing in this Addendum reduces WeType’s obligations under the Client Agreement in relation to the protection of Personal Data or permits WeType to Process (or permit the Processing of) Personal Data in a manner which is prohibited by the Client Agreement. Nothing herein shall prevent the right to refer any issue to the relevant Supervisory Authorities (including the UK’s Information Commissioner’s Office).

    4. Subject to section 12.4, with regard to the subject matter of this Addendum, in the event of inconsistencies between the provisions of this Addendum and any other agreements between the parties, including the Client Agreement and including (except where explicitly agreed otherwise in writing, signed on behalf of the parties) agreements entered into or purported to be entered into after the date of this Addendum, the provisions of this Addendum shall prevail.

       Severance

    5. Should any provision of this Addendum be invalid or unenforceable, then the remainder of this Addendum shall remain valid and in force. The invalid or unenforceable provision shall be either (i) amended as necessary to ensure its validity and enforceability, while preserving the parties’ intentions as closely as possible or, if this is not possible, (ii) construed in a manner as if the invalid or unenforceable part had never been contained therein.