Prior Terms and Conditions

Hero block Terms

Version 3.0 (23 March 2022)

TAKE NOTE LTD

Terms and Conditions

BACKGROUND:
(1) Take Note Ltd, a limited company registered in England and Wales (registration number 05954367), whose registered address is at 7 Savoy Court, London, WC2R 0EX, United Kingdom (the “Service Provider”) provides transcription services to business clients.
(2) The Service Provider has reasonable skill, knowledge and experience in that field.
(3) The terms and conditions of this Agreement apply to the provision of services by the Service Provider to its clients.
  1. Definitions and Interpretation
    1. In this Agreement, unless the context otherwise requires, the following expressions have the following meanings:
      "Agreement" means these terms and conditions, together with any Schedules;
      "Charges" means the charges payable by the Client for the supply of the Services, and any other sums payable by the Client, in accordance with the Contract;
      "Client" means the person who purchases Services from the Service Provider;
      "Client Materials" means any materials that the Client provides to the Service Provider to enable the supply of the Services, including documents, audio, and video;
      "Client's Premises" means any premises at which the Service Provider, or its employees, officers, or subcontractors, attends the Client in order to perform any of the Services;;
      "Confidential Information" means the Client Materials together with, in relation to either Party, any information which is disclosed to that Party by the other Party pursuant to or in connection with this Agreement and any Contract (whether orally or in writing or any other medium, and whether or not the information is expressly stated to be confidential or marked as such);
      "Contract" means the contract between the Service Provider and the Client for the supply of Services, as set out in Clause 2;
      "Data Protection Legislation" means any data protection legislation from time to time in force in the United Kingdom including, but not limited to, the Data Protection Act 2018, any legislation which succeeds or supplements that Act, the UK GDPR as given effect in United Kingdom law by the provisions of the European Union (Withdrawal) Act 2018, and, for as long as and to the extent that the law of the European Union has legal effect in the United Kingdom, EU Regulation 2016/679 General Data Protection Regulation (“the GDPR”) as well as any other directly applicable European Union data protection or privacy regulations;;
      “personal data” and “processing” have the same meaning as set out in the Data Protection Legislation;
      "Deliverables" means the documents produced by the Service Provider for the Client in the course of the Services;
      "Engagement" means an attendance by a Notetaker, either at the Client’s Premises or remotely via videoconferencing or similar technology, in order to perform Live Notetaking;
      "Intellectual Property Rights" means (a) any and all rights in any patents, trademarks, service marks, registered designs, applications (and rights to apply for any of those rights) trade, business and company names, internet domain names and e-mail addresses, unregistered trademarks and service marks, copyrights, database rights, know-how, rights in designs and inventions;
      (b) rights under licences, consents, orders, statutes or otherwise in relation to a right in paragraph (a);
      (c) rights of the same or similar effect or nature as or to those in paragraphs (a) and (b) which now or in the future may subsist; and
      (d) the right to sue for past infringements of any of the foregoing rights;
      "Live Notetaking" means a Notetaker attending the Client’s Premises, or otherwise joining the Client’s proceedings via videoconferencing or other similar technology, to perform the Services in real time;
      "Notetaker" means an individual engaged by the Service Provider to perform Live Notetaking;
      "Order" means the Client’s confirmation, whether in writing, by clicking to confirm an order in the Portal, or by telephone, that it wishes to purchase the Services referred to in a Quotation and Specification provided by the Service Provider;
      "Portal" means the Service Provider’s Secure Portal, a web-based ordering and document processing platform;
      "Project" means a container for Client Materials within the Portal;
      "Quotation" means the Service Provider’s quotation, provided via the Portal, by telephone, or in writing, for the supply of the Services;
      "Remote Transcription" means the production of typed transcripts, or similar documents, from recorded media files uploaded to the Portal by the Client;
      "Services" means the services, including the Deliverables, supplied by the Service Provider to the Client as set out in the Specification;
      "Specification" means the description or specification, provided by the Service Provider via the Portal, in writing, or by telephone, of the Services; and
      "Take Note IPR" means Intellectual Property Rights belonging to Take Note and subsisting prior to the commencement of Services.
    2. Unless the context otherwise requires, each reference in this Agreement to:
      1. “writing”, and any cognate expression, includes a reference to any communication effected by electronic transmission or similar means;
      2. a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;
      3. “the Contract” is a reference to the Contract as defined in Clause 2;
      4. a Schedule is a schedule to this Agreement;
      5. a Clause or Paragraph is a reference to a Clause of this Agreement (other than the Schedules) or a Paragraph of the relevant Schedule; and
      6. a "Party" or the "Parties" refer to the parties to the Contract.
    3. The headings used in this Agreement are for convenience only and have no effect upon the interpretation of the Agreement or any Contract.
    4. Words imparting the singular number include the plural and vice versa.
    5. References to any gender include the other gender.
    6. References to persons include corporations.
  2. Basis of Contract
    1. The Order constitutes an offer by the Client to purchase Services in accordance with the terms and conditions of this Agreement, the Specification, and the Quotation.
    2. The Order will be deemed to be accepted only when the Service Provider confirms acceptance of the Order, at which point and upon which date the Contract comes into existence.
    3. Any descriptive matter or advertising issued by the Service Provider, including any descriptions contained in the Service Provider’s website, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They do not form part of the Contract or have any contractual force.
    4. The terms and conditions of this Agreement apply to the Contract to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
    5. Any Quotation given by the Service Provider does not constitute an offer and is subject to change until the Service Provider confirms acceptance of an Order relating to that Quotation.
    6. The Contract incorporates:
      1. the terms and conditions of this Agreement (including any Schedules);
      2. the Data Processing Addendum as set out in Clause 9;
      3. the Quotation; and
      4. the Specification.

      In the event of any conflict or inconsistency between any of those documents, a document appearing earlier in this list will take precedence over a document later in the list.

  3. Provision of the Services
    1. The Service Provider shall provide the Services with reasonable skill and care.
    2. The Service Provider shall use reasonable endeavours to supply the Services to the Client in accordance with the Order, the Specification, and the provisions of Schedule 1 in all material respects.
    3. The Service Provider shall comply with all statutes, regulations, byelaws, standards, codes of conduct and any other rules relevant to the provision of the Services.
  4. Client's Obligations and Client Materials
    1. The Client shall:
      1. cooperate with the Service Provider in all matters relating to the Services;
      2. provide the Service Provider, its employees, and subcontractors with access to the Client's Premises as reasonably required by the Service Provider for the performance of the Services;
      3. provide the Service Provider with such information as may reasonably be required in order to supply the Services, and ensure that such information is complete and accurate in all material respects, and in particular where the information is in the form of an audio recording that the audio recording is clearly audible; and
      4. comply with all applicable laws, including health and safety laws.
    2. The Client warrants that any information it supplied to the Service Provider upon which the Service Provider based the Quotation or the Specification is true and complete.
    3. If the Service Provider's performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Client or failure by the Client to perform any obligation (a "Client Default") then:
      1. without limiting or affecting any other right or remedy available to it, the Service Provider may suspend performance of the Services until the Client remedies the Client Default, and may rely on the Client Default to relieve it from the performance of any of its obligations, in each case to the extent the Client Default prevents or delays the Service Provider's performance of any of its obligations;
      2. the Service Provider will not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from the Service Provider's failure or delay in performing any of its obligations as set out in this Clause 4.3; and
      3. upon written demand, the Client shall reimburse the Service Provider for any costs or losses sustained or incurred by the Service Provider arising directly or indirectly from the Client Default.
    4. In the event that the Service Provider requires the decision, approval, consent or any other communication from the Client in order to continue with the provision of the Services or any part thereof at any time, the Client shall provide the same in a reasonable and timely manner.
    5. The Service Provider reserves the right not to provide the Services if, upon reviewing the Client Materials, it considers that they include anything that is illegal, indecent, immoral, or which may infringe the rights of third parties. In such cases:
      1. the Services Provider shall inform the Client that it will not provide the Services;
      2. no Charges will be payable for the Services that the Service Provider declines to provide, and the Service Provider shall refund to the Client any Charges already paid for those Services; and
      3. the Service Provider may delete any electronic copies and dispose of any physical copies it holds of the Client Materials.
  5. Charges and Payment
    1. The Client shall pay the Charges to the Service Provider on the basis set out in the Quotation and in accordance with the Contract. If the Quotation does not set out the Charges payable by the Client for the supply of the Services, such Charges will be calculated using the Service Provider's standard rates applicable at the time the Services are performed.
    2. The Service Provider’s standard rates for the supply of Services are available upon request.
    3. The Service Provider may amend the Charges if the Client Materials supplied differ from those described when the Client requested the Quotation, of if the information that the Quotation was based on is materially inaccurate. The Service Provider shall use reasonable endeavours to notify the Client of any such amendments to the Charges before commencing the Services, but failure to notify the Client does not excuse the Client’s obligation to pay the amended Charges.
    4. The Service Provider reserves the right to submit its invoice and require payment before commencing the Services. If the Services involve the provision of more than one Deliverable, the Service Provider reserves the right to invoice upon the provision of each Deliverable. Where the Service Provider invoices upon the provision of an individual Deliverable, the amount invoiced will be the part of the Charges that relates to that Deliverable.
    5. The Client shall pay each invoice submitted by the Service Provider within 30 days of the date of the invoice, or in accordance with any credit terms otherwise agreed by the Service Provider and confirmed in writing to the Client.
    6. The Client shall make all payments required to be made pursuant to the Contract in British pound sterling in cleared funds to such bank in England as the Service Provider may from time to time nominate, without any set-off, withholding or deduction except such amount (if any) of tax as the Client is required to deduct or withhold by law.
    7. All amounts payable by the Client under the Contract are exclusive of any amounts in respect of value added tax (VAT) that may be chargeable. Where any taxable supply for VAT purposes is made under the Contract, the Client shall, upon receipt of a valid VAT invoice from the Service Provider, pay to the Service Provider such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.
    8. In the event that the due date for any payment under the Contract falls on a non-working day in the United Kingdom, the payment will instead be due on the closest working day.
    9. If the Client fails to pay on or before the due date any amount which is payable to the Service Provider pursuant to the Contract then, without prejudice to any other right or remedy the Service Provider may have, whether under the Contract or otherwise, and notwithstanding termination of the Contract for any reason, the unpaid amount will bear interest from the due date until payment is made in full, whether before or after any judgment. Interest under this Clause 5.9 will accrue daily at a rate of:
      1. 4% per annum over the Bank of England base rate in force from time to time; or
      2. 4% per annum for any period when the Bank of England base rate is below 0%.
    10. The Parties agree that, with respect to this Clause 5, time is of the essence of the Contract.
  6. Liability
    1. Nothing in the Contract limits or excludes the Service Provider’s liability for:
      1. death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
      2. fraud or fraudulent misrepresentation; or
      3. any other liability which cannot be limited or excluded by law.
    2. Subject to Clause 6.1, the Service Provider will not be liable to the Client, whether in contract, tort (including negligence), for breach of statutory duty or otherwise arising under or in connection with the Contract for:
      1. loss of profits;
      2. loss of sales or business;
      3. loss of agreements or contracts;
      4. loss of anticipated savings;
      5. loss of use or corruption of software, data or information;
      6. loss or damage to goodwill; or
      7. any indirect or consequential loss.
    3. Subject to Clause 6.1, the Service Provider’s total liability to the Client, whether in contract, tort (including negligence), for breach of statutory duty or otherwise arising under or in connection with the Contract is limited to the total Charges paid by the Client under the Contract in the 12 months preceding the event giving rise to the first claim.
    4. This Clause 6 survives the termination of the Contract for any reason.
  7. Intellectual Property Rights
    1. The Service Provider assigns to the Client its right, interest and title to the Intellectual Property Rights in Deliverables. Where such Intellectual Property Rights do not yet exist, they will vest in the Client upon their creation.
    2. The Client grants the Service Provider, and its subcontractors, a fully paid-up, non-exclusive, royalty-free non-transferable licence to use (including by copying and modifying) any Client Materials for the purposes of providing the Services to the Client.
    3. The Service Provider warrants that, except to the extent they incorporate the Client Materials, it owns or has been licensed all of the Intellectual Property Rights immediately prior to their vesting under Clause 7.1.
    4. The Client warrants and represents that it owns or has been licensed the Intellectual Property Rights in the Client Materials, and that the use of the Client Material by the Service Provider and its subcontractors pursuant to the Contract does not infringe the Intellectual Property Rights of any third party.
    5. The Service Provider shall execute any document or take any other reasonable steps necessary to give full effect to Clause 7.1, subject to reimbursement by the Client of the Service Provider’s reasonable costs in so doing.
    6. This Clause 7 notwithstanding, nothing in the Contract assigns or grants rights over any Take Note IPR.
  8. Confidentiality
    1. In this Clause 8, “Purpose” means any purpose contemplated by and subject to the terms of the Contract, including (without limitation) the provision of the Services.
    2. Each Party undertakes that, unless expressly authorised in writing by the other Party, it shall at all times during the continuance of the Contract and indefinitely after its termination:
      1. keep confidential all Confidential Information;
      2. protect the Confidential Information of the other Party with at least the same degree of care used to protect its own confidential information;
      3. not disclose any Confidential Information to any other person except as permitted under Clause 8.3;
      4. not use any Confidential Information except as necessary for the Purpose;
      5. not make any copies of, record in any way, or part with possession of any Confidential Information except as necessary for the Purpose; and
      6. ensure that none of its directors, officers, employees, agents, subcontractors or advisers does any act which, if done by that Party, would be a breach of the provisions of Clauses 8.2.1 to 8.2.5 above.
    3. Either Party may disclose any Confidential Information:
      1. to any director, officer, employee, agent, subcontractor, supplier, or adviser of that Party, to such extent as is necessary for the Purpose; and
      2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
    4. Where a permitted disclosure of Confidential Information is made pursuant to Clause 8.3.1, the disclosing Party shall, prior to disclosure:
      1. inform the person to whom Confidential Information will be disclosed of the confidential nature of the information; and
      2. procure that any such person will comply with the provisions of this Clause 8.
    5. Confidential Information does not include information which:
      1. is or becomes publicly available (other than as a direct or indirect result of any breach of the Contract) and could be obtained by any person with no more than reasonable diligence, provided that the fact that an item of information is publicly available does not preclude the possibility that a compilation including the item or a development relating to the item is not publicly available;
      2. is known to a Party before the date it is disclosed, or is lawfully obtained by a Party after that date, and in either case has not been obtained in violation of, and is not otherwise subject to, any obligation of confidentiality to either Party; or
      3. has been developed independently by a Party without the aid, application or use in any way of any Confidential Information made available or disclosed by the other Party.
    6. The provisions of this Clause 8 continue in force in accordance with their terms, notwithstanding the termination of the Contract for any reason.
  9. Data Processing
    1. The Parties agree that they shall both comply with all applicable data protection requirements set out in the Data Protection Legislation.
    2. All personal data to be processed by the Service Provider on behalf of the Client under the Contract will be processed in accordance with the terms of the Service Provider’s Data Processing Addendum, which forms part of the Contract.
    3. Subject to Clause 9.1, and notwithstanding Clause 9.2, the Parties may execute an alternative Data Processing Agreement with respect to personal data to be processed by the Service Provider on behalf of the Client under the Contract. Any such alternative Data Processing Agreement will form part of the Contract in place of the Service Provider’s Data Protection Addendum.
  10. Term and Termination
    1. Without affecting any other right or remedy available to it, either Party may immediately terminate the Contract by giving written notice to the other Party if:
      1. the other Party commits a material breach of the provisions of the Contract and, if the breach is capable of remedy, fails to remedy it within 14 days after being given written notice giving full particulars of the breach and requiring it to be remedied;
      2. an encumbrancer takes possession, or where the other Party is a company, a receiver is appointed, of any of the property or assets of that other Party;
      3. the other Party makes any voluntary arrangement with its creditors or, being a company, becomes subject to an administration order (within the meaning of the Insolvency Act 1986);
      4. the other Party, being an individual or firm, has a bankruptcy order made against it or, being a company, goes into liquidation (except for the purposes of bona fide amalgamation or re-construction and in such a manner that the company resulting therefrom effectively agrees to be bound by or assume the obligations imposed on that other Party under the Contract);
      5. anything analogous to any of the foregoing under the law of any jurisdiction occurs in relation to the other Party; or
      6. the other Party ceases, or threatens to cease, to carry on business.
    2. For the purposes of Clause 10.1.1, a breach is considered capable of remedy if the Party in breach can comply with the provision in question in all respects.
    3. In the event that control of the Client is acquired by any person or connected persons not having control of the Client on the date of the Contract, the Service Provider may immediately terminate the Contract by giving notice to the Client. For the purposes of this Clause 10.3, “control” and “connected persons” have the meanings ascribed thereto by Sections 1124 and 1122 respectively of the Corporation Tax Act 2010.
    4. Without affecting any other right or remedy available to it, the Service Provider may terminate the Contract with immediate effect by giving written notice to the Client if the Client fails to pay any amount due under the Contract on or before the due date for payment.
    5. Without affecting any other right or remedy available to it, the Service Provider may suspend the supply of Services under the Contract, or any other agreement between the Client and the Service Provider, if:
      1. the Client fails to pay any amount due under the Contract on or before the due date for payment; or
      2. the Client becomes subject to, or the Service Provider reasonably believes that the Client is about to become subject to, any of the events listed in Clauses 10.1.2 to 10.1.6 or Clause 10.3.
  11. Effects of Termination
    Upon the termination of the Contract for any reason:
    1. any sum owed to the Service Provider by the Client under any of the provisions of the Contract becomes immediately due and payable;
    2. all Clauses which, either expressly or by their nature, relate to the period after the expiry or termination of the Contract remain in full force and effect;
    3. termination does not affect or prejudice any right to damages or other remedy which the terminating Party may have in respect of the event giving rise to the termination or any other right to damages or other remedy which any Party may have in respect of any breach of the Contract which existed at or before the date of termination;
    4. subject as provided in this Clause 11, and except in respect of any accrued rights, neither Party will be under any further obligation to the other;
    5. each Party shall (except to the extent referred to in Clause 8) immediately cease to use, either directly or indirectly, any Confidential Information, and shall immediately return to the other Party any documents in its possession or control which contain or record any Confidential Information.
  12. Force Majeure
    1. No Party to the Contract will be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party. Such causes include, but are not limited to: power failure, internet service provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the Party in question.
  13. No Waiver
    1. No failure or delay by either Party in exercising any of its rights under the Contract will be deemed to be a waiver of that right, and no waiver by either Party of a breach of any provision of the Contract will be deemed to be a waiver of any subsequent breach of the same or any other provision.
  14. Set-Off
    1. Neither Party is entitled to set off any sums in any manner from payments due or sums received in respect of any claim under the Contract, or any other agreement, at any time.
  15. Assignment
    1. The Service Provider may at any time assign any or all of its rights and obligations under the Contract.
    2. The Client shall not assign any of its rights or obligations under the Contract without the prior written consent of the Service Provider, such consent not to be unreasonably withheld.
  16. Relationship of the Parties
    1. Nothing in the Contract constitutes or will be deemed to constitute a partnership, joint venture, agency or other fiduciary relationship between the Parties other than the contractual relationship expressly provided for in the Contract.
  17. Non-Solicitation
    1. The Client shall not, during the term of the Contract and for a period of six months after its termination or expiry, employ or contract the services of any person who is or was employed or otherwise engaged by the other Party at any time in relation to the Contract.
    2. In particular with respect to Live Notetaking, the Service Provider may from time to time, and at its absolute discretion, provide the Client with contact information for a Notetaker in order to facilitate the provision of the Services and for a specific Engagement only. The Client shall not use any such contact information for any purpose other than the facilitation of that specific Engagement, and shall not retain, copy, or otherwise process the contact information for any longer than the duration of that specific Engagement.
  18. Third Party Rights
    1. No part of the Contract is intended to confer rights on any third parties and accordingly the Contracts (Rights of Third Parties) Act 1999 does not apply to the Contract.
    2. Subject to this Clause 18, the Contract will continue and be binding on the transferee, successors and assignees of either Party as required.
  19. Notices
    1. All notices under the Contract will be in writing and be deemed duly given if signed by, or on behalf of, a duly authorised officer of the Party giving the notice.
    2. Notices are deemed to have been duly given:
      1. when delivered, if delivered by courier or other messenger (including registered mail) during normal business hours of the recipient;
      2. when sent, if transmitted by e-mail and a successful transmission report or return receipt is generated;
      3. on the fifth working day following mailing, if mailed by national ordinary mail, postage prepaid; or
      4. on the tenth working day following mailing, if mailed by airmail, postage prepaid.

      In each case notices must be addressed to the most recent address or e-mail address notified to the other Party.

  20. Entire Agreement
    1. Subject to the provisions of Clause 9.3, the Contract as defined in Clause 2 contains the entire agreement between the Parties with respect to its subject matter and may not be modified except by an instrument in writing signed by the duly authorised representatives of the Parties.
    2. Each Party acknowledges that, in entering into the Contract, it does not rely on any representation, warranty or other provision except as expressly provided in the Contract, and all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
  21. Severance
    1. In the event that one or more of the provisions of the Contract is found to be unlawful, invalid or otherwise unenforceable, such provisions will be deemed severed from the remainder of the Contract. The remainder of the Contract will be valid and enforceable.
  22. Law and Jurisdiction
    1. The Contract (including any non-contractual matters and obligations arising therefrom or associated therewith) is governed by, and construed in accordance with, the laws of England and Wales.
    2. Any dispute, controversy, proceedings or claim between the Parties relating to the Contract (including any non-contractual matters and obligations arising therefrom or associated therewith) falls within the jurisdiction of the courts of England and Wales.
SCHEDULE 1: The Services
  1. Description of the Services
    1. Subject to availability, the Client may specify any service, service options, and turnaround time offered via the Service Provider’s website.
    2. Requests for services outside the scope of Paragraph 1.1 will be considered on a case-by-case basis, and the Service Provider offers no guarantee that it will accept an Order for any such services.
    3. Where the Client specifies Remote Transcription, each Deliverable will be an English-to-English transcription (or other similar document) produced either:
      1. in its entirety by a human transcriber; or
      2. by a hybrid human and artificial intelligence process.
    4. Where the Client specifies Live Notetaking, each Deliverable will be a document, in English, which is either:
      1. a near-verbatim transcript captured in real time;
      2. a draft version of a Deliverable as described in Paragraph 1.4.1, created in preparation for the provision of a Deliverable pursuant to Paragraph 1.4.3; or
      3. a summary in the form of minutes, presented in the third person.
    5. Each Deliverable will be reviewed by a specialist proofreader, whom the Service Provider shall ensure is familiar with the Client’s requirements, prior to being delivered to the Client.
  2. Live Notetaking
    1. When requesting Live Notetaking, the Client shall specify the time, date, location and duration of the relevant Engagement. The Client may cancel an Engagement in the same manner as it was booked. If the Client cancels an Engagement less than 24 hours before the start of the Engagement, the Service Provider may charge the Client a cancellation fee equal to the Charges for the booked duration of the Engagement.
    2. Unless expressly agreed otherwise:
      1. charges for Live Notetaking are calculated based on the hourly rate specified in the Quotation or, if no rate is specified, at the Service Provider's rates applicable at the time of the Engagement, in each case calculated to the nearest 15 minutes;
      2. the Charges for an Engagement will be calculated using the agreed duration of the Engagement or, if the Engagement continues for longer than the agreed duration, for the total duration of the Engagement; and
      3. in addition to the Charges for Live Notetaking, the Client shall pay to the Service Provider the reasonably incurred travel (outside Central London), accommodation, and other expenses of the Notetaker. If necessary, and in a timely manner, any such additional amounts may be invoiced separately after the Engagement has been completed.
    3. The Service Provider cannot guarantee that a Notetaker will be available for longer than the agreed duration of an Engagement.
    4. The Service Provider shall use reasonable endeavours to ensure that the Notetaker is appropriately skilled to complete the Engagement.
    5. In the event that the Notetaker’s performance of the Services at the Engagement is not to the reasonable satisfaction of the Client, the Client may terminate the Engagement by asking the Notetaker to leave or by informing the Service Provider, provided that the Client does so:
      1. no later than 30 minutes after the start of the Engagement, if the agreed duration is two hours or less; or
      2. no later than one hour after the start of the Engagement, if the agreed duration is more than two hours.
    6. If the Client terminates an Engagement in accordance with Paragraph 2.5, the Service Provider shall not charge the Client for the Engagement, or shall refund the Charges for the Engagement if the Client has already paid them.
    7. If the Notetaker is late for an Engagement or not does not attend, then:
      1. the Client shall inform the Service Provider as soon as possible;
      2. the Service Provider shall not charge the Client for any part of the agreed Engagement during which the Notetaker is absent, or shall refund those charges if the Client has already paid them; and
      3. the Client and the Service Provider shall use reasonable endeavours to agree an alternative means for the Service Provider to provide the Deliverables that were to be produced from the Engagement (for example, by arranging for a Notetaker to attend the Client by telephone link, or preparing the Deliverables from an audio recording provided by the Client).
    8. Subject to Clause 6.1, Paragraphs 2.5 to 2.7 set out the Client’s exclusive remedy for a Notetaker failing to perform to the reasonable satisfaction of the Client and for late attendance or non-attendance by a Notetaker.
    9. The Client shall supervise the Notetaker for the duration of the Engagement and shall ensure the Notetaker is provided with suitable working conditions in order to carry out the Engagement. This includes a suitable power source for the Notetaker’s equipment, a clear and stable working space including a desk and appropriate chair, and an area where the subject matter of the Engagement is clearly audible to the Notetaker distractions.
    10. The Notetaker will be under the direction and control of the Client for the duration of the Engagement. The Client shall promptly notify the Notetaker and the Service Provider of any relevant health and safety considerations relating to the Engagement.
    11. With respect to Live Notetaking, the Client shall indemnify and keep indemnified and hold harmless the Service Provider from and against any losses, damages, liability, costs (including legal fees), expenses, claims, actions, and proceedings arising out of, or in connection with, any claim by a third party in relation to an Engagement.
  3. Accuracy and Amendments
    1. In the event that a Deliverable does not accurately reflect the relevant the Client Materials, the Service Provider shall correct such inaccuracy at no cost to the Client provided that the Client notifies the Service Provider of the inaccuracy within seven days of receipt of the Deliverable. If the Client does not notify the Service Provider of an inaccuracy within seven days of receipt of the Deliverable, then the Client will be deemed to accept the accuracy of the Deliverable.
    2. Paragraph 3.1 does not apply to any Deliverable produced pursuant to Paragraph 1.4.2.
    3. Where the Client Materials are in the form of recorded media files, Paragraph 3.1 is subject to those recorded media files being, in the reasonable opinion of the Service Provider, of good quality audio.
    4. If, within seven days of receiving a Deliverable, the Client requests an amendment to a Deliverable for a reason other than inaccuracy under Paragraph 3.1, the Service Provider shall make the amendment at no further cost to the Client provided that:
      1. the Client has complied with its obligations with respect to the Client Materials;
      2. the amendment is within the scope of the Specification for the Deliverable;
      3. the Service Provider is not obliged to amend any Deliverable which is provided pursuant to Paragraph 1.4.2; and
      4. the Service Provider is not obliged to amend any Deliverable on more than one occasion.
    5. The Service Provider may agree to make amendments beyond the scope of Paragraph 3.4, subject to the Client agreeing to pay any further Charges specified by Service Provider.
    6. If the Client wishes the Service Provider to omit any information from a Deliverable, or to anonymise or pseudonymise any information, the Client must expressly request that the Service Provider do this. Provided that such a request is made before the Service Provider starts to produce the Deliverable, the Service Provider shall use reasonable endeavours to comply with the request. If the request is not set out in the Specification or in the Order, the Service Provider may amend the Charges and the turnaround time for providing the Deliverables, by notifying the Client.
  4. Turnaround Times
    1. Where the Contract provides that the Service Provider will perform the Services or provide Deliverables within a given amount of time, that time shall be counted from the time when all of the Client Materials required to perform the Services or provide the Deliverables have been uploaded to the Portal.
    2. The turnaround time specified by the Client is subject to:
      1. good quality audio; and
      2. the Service Provider receiving a prompt response from the Client to any reasonable queries or requests in relation to either the Client Materials or the Specification, including (without limitation) any request to authorise a supplementary charge pursuant to Paragraph 5.
    3. In the event that a Deliverable has not been provided within the relevant turnaround time, the Client shall inform the Service Provider within 48 hours of the expiry of that turnaround time.
  5. Poor Quality Audio and Technical Content
    1. In the event that the audio quality of a recorded media file supplied by the Client is sufficiently poor that the Service Provider requires additional effort to produce a Deliverable, the Service Provider may apply a supplementary charge in addition to the Charges (a “Poor Audio Surcharge”).
    2. In the event that a media file supplied by the Client contains a large amount of technical language, such that the Service Provider requires additional effort to produce a Deliverable, the Service Provider may apply a supplementary charge in addition to the Charges (a “Technical Content Surcharge”).
    3. Without prejudice to Clause 5.3, the Service Provider shall contact the Client for authorisation before applying either a Poor Audio Surcharge or a Technical Content Surcharge and, to the extent that work has not yet commenced, the Client will have the option not to proceed with production of the Deliverable.
  6. The Portal
    1. The Service Provider provides the Services using the Portal.
    2. Unless expressly agreed otherwise by the Service Provider, the Client shall provide the Client Materials by uploading them to the Portal.
    3. If the Service Provider agrees to accept the Client Materials otherwise than as uploads to the Portal, the Client agrees that the Service Provider may, where appropriate, convert them into a format suitable for upload to the Portal and upload them to the Portal on behalf of the Client.
    4. Unless expressly agreed otherwise, the Service Provider shall provide the Deliverables via the Portal.
    5. The Service Provider shall provide the Deliverables to the individual contact at the Client who instructed the Service Provider (the "Client Contact"). The Client Contact may specify additional recipients for the Deliverables either via the Portal or by notifying the Service Provider in writing.
  7. Projects
    1. Where the Client Materials are in the form of recorded media files, the Client shall upload each media file to a Project in the Portal.
    2. For each Project, the Client shall specify:
      1. an estimated total number of media files; and
      2. an “End Date”, which may be a maximum of 30 days from the date upon which the Project is created.
    3. In the event that the Client, for its own organisational purposes, requires a Project to run for longer than 30 days, the Client may choose in the Portal to duplicate the Project automatically upon completion.
    4. Each Project will be considered complete at the earliest of:
      1. the estimated total number of media files being received by the Service Provider and any associated Deliverables provided to the Client; or
      2. the End Date being reached.
  8. Invoicing
    1. Without prejudice to Clause 5.4, the Service Provider shall invoice the client for each Project on, or shortly after, the date that the Project is completed pursuant to Paragraph 7.4.
  9. Cancellation
    1. Except where expressly stated otherwise in the Contract, the Client is not entitled to cancel any of the Services under the Contract, but the Service Provider may agree to cancel a Service at the Client’s request.

Data Processing Addendum

BACKGROUND:
(1) This Data Processing Addendum (“Agreement”) forms part of the Contract for the Supply of Services (the “Principal Agreement”) between the entity identified as “Client” in the Principal Agreement and Take Note Ltd (the “Service Provider”).
(2) The Agreement is intended to ensure that the Client and the Service Provider are compliant with the requirements of Article 28(3) of the UK GDPR.
  1. Definitions and Interpretation
    1. In this Agreement, unless the context otherwise requires, the following expressions have the following meanings:
      "Adequate Countries"

      means countries to which transfers of personal data may be made under Article 45 of the UK GDPR without specific authorisation, by virtue of adequacy regulations which are in force pursuant to Section 17A of the Data Protection Act 2018.

      A full list of such countries may be found here:

      https://ico.org.uk/for-organisations/guide-to-data-protection/guide-to-the-general-data-protection-regulation-gdpr/international-transfers-after-uk-exit/

      "Client" means the entity identified as “Client” in the Principal Agreement;
      "Client Personal Data" means any personal data to be processed by a Contracted Processor on behalf of the Client pursuant to or in connection with the Principal Agreement;
      "Contracted Processor" means the Service Provider or any of its Sub-processors;
      “data controller”, “data processor”, “data subject”, “personal data”, “personal data breach” and “processing” have the same meaning as set out in the Data Protection Legislation;
      "Data Protection Legislation" means any data protection legislation from time to time in force in the United Kingdom including, but not limited to, the Data Protection Act 2018, any legislation which succeeds or supplements that Act, the UK GDPR and, for as long as and to the extent that the law of the European Union has legal effect in the United Kingdom, the General Data Protection Regulation (EU) 2016/679 (“the GDPR”) as well as any other directly applicable European Union data protection or privacy regulations;
      "Portal" means the Service Provider’s secure web portal via which the Services are provided;
      "Services" means the services provided to the Client by the Service Provider, as defined in the Principal Agreement;
      "Sub-processor" means any person or entity appointed by or on behalf of a Contracted Processor to process personal data on behalf of the Client in connection with the Agreement;
      "Supervisory Authority" means the Information Commissioner’s Office (ICO); and
      "UK GDPR" means the General Data Protection Regulation (EU) 2016/679 as incorporated in United Kingdom law by virtue of Section 3 of the European Union (Withdrawal) Act 2018.
    2. Unless the context otherwise requires, each reference in this Agreement to:
      1. “writing”, and any cognate expression, includes a reference to any communication effected by electronic transmission or similar means;
      2. a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;
      3. a Schedule is a schedule to this Agreement;
      4. a Clause or Paragraph is a reference to a Clause of this Agreement (other than the Schedules) or a Paragraph of the relevant Schedule; and
      5. a "Party" or the "Parties" refer to the parties to this Agreement.
    3. The headings used in this Agreement are for convenience only and have no effect upon the interpretation of the Agreement.
    4. Words imparting the singular number include the plural and vice versa.
    5. References to any gender include the other gender.
    6. References to persons include corporations.
  2. Scope and Roles
    1. The provisions of this Agreement apply when personal data is processed by the Service Provider on behalf of the Client.
    2. In the context of this Agreement:
      1. the Service Provider acts as a data processor; and
      2. the Client may act as either a data controller or a data processor.
  3. Processing of Client Personal Data
    1. Both Parties shall comply with the Data Protection Legislation in the processing of Client Personal Data.
    2. The Client instructs the Service Provider to process Client Personal Data in order to facilitate the provision of the Services.
    3. The Service Provider shall:
      1. not process Client Personal Data other than on the documented instructions of the Client, including in respect of international transfers, unless required to do so by law to which the Service Provider is subject;
      2. promptly comply with any request from the Client requiring the Service Provider to amend, transfer, delete, or otherwise dispose of Client Personal Data;
      3. keep complete and accurate records and information concerning all processing activities carried out on Client Personal Data in order to demonstrate its compliance with this Agreement; and
      4. immediately inform the Client if instructions given by the Client pursuant to Clause 3.3.1, in the opinion of the Service Provider, contravene the Data Protection Legislation.
  4. Data Processor Personnel
    1. The Service Provider 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 access the relevant Client Personal Data, as strictly necessary for the purposes of the Principal Agreement, and to comply with the Data Protection Legislation 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.
  5. 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, the Service Provider shall in relation to Client Personal Data implement appropriate technical and organisational measures, as set out in Schedule 3, to ensure a level of security appropriate to that risk, including, as appropriate, the measures referred to in Article 32(1) of the UK GDPR.
    2. In assessing the appropriate level of security, the Service Provider shall take account of the risks that are presented by processing, in particular from a personal data breach.
  6. Sub-processing
    1. By virtue of this Agreement, the Service Provider has the Client’s general written authorisation for the engagement of Sub-processors. The list of Sub-processors already authorised by the Client can be found in Schedule 1. The Service Provider shall inform the Client of any intended changes concerning the addition or replacement of Sub-processors at least 30 days in advance, thereby giving the Client the opportunity to object to such changes prior to the engagement of the concerned Sub-processor(s).
    2. The Service Provider shall comply with the requirements of Article 28(2) and (4) of the UK GDPR when engaging a Sub-processor.
  7. Data Subject Rights
    1. Taking into account the nature of the processing, and to the extent practicable, the Service Provider shall assist the Client by implementing appropriate technical and organisational measures, for the fulfilment of Client obligations as reasonably understood by the Client, to respond to requests from data subjects to exercise their rights under the Data Protection Legislation.
    2. The Service Provider shall:
      1. notify the Client promptly, and in any event within 72 hours, if it receives a request from a data subject under any Data Protection Legislation in respect of Client Personal Data; and
      2. ensure that it does not respond to that request except on the documented instructions of the Client or as required by applicable laws to which the Service Provider is subject, in which case the Service Provider shall, to the extent permitted by law, inform the Client of that legal requirement before the responding to the request.
  8. Personal Data Breach
    1. The Service Provider shall notify the Client without undue delay, and in any event within 24 hours, upon becoming aware of a personal data breach affecting Client Personal Data, providing the 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 Legislation.
    2. The Service Provider shall cooperate with the Client and take reasonable commercial steps as are directed by Client to assist in the investigation, mitigation and remediation of each such personal data breach.
  9. Data Protection Impact Assessment and Prior Consultation
    1. The Service Provider 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 by Article 35 or 36 of the UK GDPR or equivalent provisions of any other Data Protection Legislation, 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
  10. Deletion of Client Personal Data
    1. Unless agreed otherwise by the Parties, following the end of the provision of Services under the Principal Agreement and subject to Clause 10.2, the Service Provider shall delete and procure the deletion of all Client Personal Data, including copies, according to the Data Retention Plan in Schedule 2.
    2. In the event that retention of Client Personal Data is required by law, the Service Provider shall not delete the Client Personal Data but shall inform the Client of such requirements in writing.
  11. Audit Rights
    1. Subject to this Clause 11, the Service Provider shall make available to the Client upon written request all information necessary to demonstrate compliance with this Agreement, 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 Client Personal Data by the Contracted Processors.
    2. The information and audit rights of the Client only arise under this Clause 11 to the extent that the Agreement does not otherwise give the Client information and audit rights meeting the relevant requirements of the Data Protection Legislation.
  12. Data Transfer
    1. The Service Provider shall not transfer or authorise the transfer of Client Personal Data to countries outside the United Kingdom and the Adequate Countries without the prior written consent of the Client.
    2. In the event that adequacy regulations pursuant to Section 17A of the Data Protection Act 2018 cease to be in force in respect of any of the Adequate Countries, the Service Provider shall immediately halt any transfer of Client Personal Data to such countries and shall inform the Client. The Service Provider shall not resume any transfer of Client Personal Data to such countries without the prior written consent of the Client.
    3. In the event that personal data processed under this Agreement is transferred to a country outside the United Kingdom and Adequate Countries, the Parties shall ensure that such personal data is adequately protected according to Chapter V of the UK GDPR.
  13. General Terms
    1. Confidentiality. Each Party shall keep this Agreement and information it receives about the other Party and its business in connection with this Agreement (“Confidential Information”) confidential, and shall not use or disclose that Confidential Information without the prior written consent of the other Party except to the extent that:
      1. disclosure is required by law to which the disclosing Party is subject; or
      2. the relevant information is already in the public domain through no fault of the disclosing Party.
    2. Notices. All notices and communications given under this Agreement must be in writing and in accordance with the provisions of Clause 19 of the Principal Agreement.
SCHEDULE 1: Sub-processors
  1. Approved Sub-processors
    The Client agrees that the Service Provider may engage the following sub-processors with respect to the processing of Client Personal Data:
    Name Description Location Appropriate Safeguards
    Amazon Web Services (AWS) Hosting services for the Portal UK N/A
    MongoDB Atlas Database services for the Portal UK N/A
SCHEDULE 2: Nature and Purpose of Processing
  1. Subject Matter
    1. The subject matter of Client Personal Data is determined solely by the Client.
    2. The source material provided by the Client to the Service Provider will be:
      1. in the case of the Service Provider’s Live Notetaking service, a live meeting or other similar event captured in real time by the Service Provider; or
      2. in the case of any other of the Service Provider’s transcription services, recorded audio or video files uploaded to the Portal (“Media Files”).
  2. Duration
    The processing of Client Personal Data will continue for the term of the Principal Agreement, subject to the Data Retention Plan set out in Paragraph 7.
  3. Nature of the Processing
    The nature of the processing is as required in order for the Service Provider to provide the Services to the Client, and may include (without limitation):
    • collection;
    • recording;
    • storage;
    • adaption or alteration;
    • transcription;
    • pseudonymisation;
    • anonymisation; and
    • erasure.
  4. Purpose of the Processing
    The purpose of the processing is to produce typed transcripts (“Transcripts”) from the source material described in Paragraph 1.2.
  5. Categories of Personal Data
    The categories of personal data are determined solely by the Client, and may include (without limitation):
    • personally identifiable information, such as name, address, telephone number, email address, National Insurance number, or any other identifiers;
    • information relating to data subjects’ gender and physical characteristics;
    • information relating to data subjects’ employment;
    • information relating to data subjects’ activities and interests; and
    • special categories of personal data, including (without limitation):
      • information relating to data subjects’ racial or ethnic origin;
      • information relating to data subjects’ health; and
      • information relating to data subjects’ political opinions, religious beliefs, or philosophical beliefs.
  6. Categories of Data Subject
    The categories of data subject are determined solely by the Client, and may include (without limitation):
    • employees of the Client;
    • sub-contractors of the Client;
    • customers of the Client;
    • interested parties related to the Client’s projects or work; and
    • members of the public involved in the Client’s projects or work.
  7. Data Retention Plan
    1. The Service Provider shall automatically delete Client Personal Data according to the following schedule:
      1. for Media Files, 60 days after upload to the Portal; and
      2. for Transcripts, 12 months after the delivery of the completed Transcript.
    2. Notwithstanding Paragraph 7.1, the Client may delete Client Personal Data manually via the Portal at any time after the delivery of the completed Transcript.
SCHEDULE 3: Technical and Organisational Data Protection Measures
  1. The Service Provider shall ensure that, in respect of all Client Personal Data, it maintains security measures to a standard appropriate to:
    1. the harm that might result from unlawful or unauthorised processing or accidental loss, damage, or destruction of the Client Personal Data; and
    2. the nature of the Client Personal Data.
  2. In particular, the Service Provider shall:
    1. have in place, and comply with, a security policy which:
      1. defines security needs based on a risk assessment;
      2. allocates responsibility for implementing the policy to a specific individual or personnel;
      3. is provided to the Client on or before the commencement of the Principal Agreement;
      4. is disseminated to all relevant staff; and
      5. provides a mechanism for feedback and review;
    2. ensure that appropriate security safeguards and virus protection are in place to protect the hardware and software which is used in processing the Client Personal Data in accordance with best industry practice;
    3. prevent unauthorised access to the Client Personal Data;
    4. protect the Client Personal Data using pseudonymisation, where it is practicable to do so;
    5. ensure that its storage of Client Personal Data conforms with best industry practice such that the media on which Client Personal Data is recorded (including paper records and records stored electronically) are stored in secure locations and access by personnel to Client Personal Data is strictly monitored and controlled;
    6. have secure methods in place for the transfer of Client Personal Data whether in physical form (for example, by using couriers rather than post) or electronic form (for example, by using TLS 1.3 protocols for transfer of Client Personal Data via the Portal);
    7. password protect all computers and other devices on which Personal Data is stored, ensuring that all passwords are secure (following the latest guidance issued by the National Cyber Security Centre), and that passwords are not shared under any circumstances;
    8. take reasonable steps to ensure the reliability of personnel who have access to the Client Personal Data;
    9. have in place methods for detecting and dealing with breaches of security (including loss, damage, or destruction of Client Personal Data) including:
      1. the ability to identify which individuals have worked with specific Client Personal Data;
      2. having a proper procedure in place for investigating and remedying breaches of the Data Protection Legislation; and
      3. notifying the Client as soon as any such security breach occurs;
    10. have a secure procedure for backing up all electronic Client Personal Data and storing back-ups separately from originals;
    11. have a secure method of disposal of unwanted Client Personal Data including for back-ups, disks, print-outs, and redundant equipment; and
    12. adopt such organisational, operational, and technological processes and procedures as are required to comply with the requirements of ISO/IEC 27001:2013, as appropriate to the Services provided to the Client.