Terms of Service
A&J Clerical Services - terms and conditions for using the Transcription Service (www.clerical.ky)
By and between A&J Clerical Services ('A&J Clerical Services') of PO Box 30501, SMB, Grand Cayman, KY1-1203, Cayman Islands. Tel./WhatsApp: +1 (345) 922-4549 and the Customer.
Reference herein to Customer shall be to a company, a business partnership, individual or sole trader to which A&J Clerical Services directly provides its products and services and where it is the recipient of any invoice resulting from its purchase of products and services from A&J Clerical Services.
The parties agree to the following, which shall apply during the term of this Customer Agreement. This Customer Agreement covers all products and services Customer has purchased or ordered, whether for its own use or for the use of its customers.
We draw your attention to paragraph 17 'Guarantee of Items Sent'.
1. Order acceptance
1.1 All orders are subject to acceptance by A&J Clerical Services.
1.2 An order will only be deemed accepted by A&J Clerical Services if it gives confirmation to such effect to Customer.
1.3 A&J Clerical Services may in its absolute discretion refuse to accept any order, or provide that acceptance be subject to such conditions as A&J Clerical Services may impose.
2. Payment for services
2.1 A&J Clerical Services 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 US Dollars, unless other arrangements with Customer are made in writing.
2.2 Payments are due within 21 calendar days of the date of invoice.
2.3 In the event that any amount remains unpaid after the period of time specified on the invoice, A&J Clerical Services reserves the right (in addition to its right to claim for payment) to discontinue, withhold or suspend products or services to Customer and/or its customers to whom such unpaid amounts relate.
2.4 The Customer shall be responsible for paying value added tax due on A&J Clerical Services's products and services at the applicable rate at the date of supply.
3. Refunds
3.1 No refund shall be applicable once transcription of any recording has commenced, unless A&J Clerical Services does not complete the contract or A&J Clerical Services uses its discretion to refund if the Customer gives notice that they do not wish to continue with the service.
4. Use of services
4.1 A&J Clerical Services's products and services may only be used for lawful purposes.
4.2 The Customer accepts that A&J Clerical Services does not accept any liability to the Customer and/or its customers from any loss or damage however caused (even if A&J Clerical Services had been advised of a possibility of such damage arising) resulting from transcriptions provided by or to the Customer and/or its customers using A&J Clerical Services's products or services. Furthermore, A&J Clerical Services does not accept any liability for errors, omissions, or inaccuracies in the transcriptions. The Customer agrees to thoroughly review all transcriptions and confirm their accuracy before use, particularly for legal or business purposes.
4.3 The Customer agrees to indemnify A&J Clerical Services and keep it indemnified from and against all expenses, costs, damages and awards arising from any claims or actions brought or threatened against A&J Clerical Services by parties alleging any misuse by Customer and/or its customers of A&J Clerical Services products or services and for any infringement of intellectual property rights or other applicable legislation (including, but without limitation, legislation governing the provision of goods or financial or other services).
5. Supply of service
5.1 A&J Clerical Services's liability to Customer arising from defective products or services is limited (save in respect of death or personal injury) to the amount payable by Customer to A&J Clerical Services under this Customer Agreement.
5.2 A&J Clerical Services will always endeavour to supply full service but does not accept liability for A&J Clerical Services's failure to supply services caused by any external influences including acts of God, fire, governmental acts, breaks in continuity of electricity supply or telecom link, accident or any other cause beyond A&J Clerical Services's control.
5.3 A&J Clerical Services does not accept liability to the Customer for direct or consequential economic loss (including loss of profit or business).
6. Service Delivery and Turnaround Times
6.1 Turnaround times are calculated in business days only (excluding weekends and public holidays). Any materials received after 11:00 AM local time will be deemed received on the next business day, and the turnaround period will commence accordingly.
6.2 The Customer is responsible for providing all required materials and instructions in a timely manner. Any delay or deficiency in the materials provided may affect delivery times, and A&J Clerical Services shall not be liable for delays resulting from incomplete, late, unclear, or poor-quality materials.
6.3 Audio quality and technical factors may affect transcription speed and accuracy. Where materials are of poor or unclear quality, A&J Clerical Services will proceed on the basis of the materials received and shall not be responsible for delays or limitations arising from such issues.
6.4 The transcript delivered within the agreed turnaround time represents a working or “final draft” based on the materials provided. Revisions or amendments may be made following delivery and upon review by the Customer.
7. Notification of change
7.1 The Customer agrees to provide to A&J Clerical Services all reasonable information on its existing and/or prospective activities which A&J Clerical Services may need to fulfil A&J Clerical Services's obligations under this Customer Agreement.
7.2 A&J Clerical Services reserves the right to change prices as deemed necessary, on giving Customer at least thirty (30) days notice prior to implementing any changes except with respect to provision in section twelve (12).
8. Confidentiality
8.1 A&J Clerical Services acknowledges that by reason of its relationship with the Customer, it may have access to certain information and materials relating to the Customer's business, products, services, customers and marketing strategies that is confidential and of substantial value to the Customer, which value would be impaired if such information were disclosed to third parties.
8.2 A&J Clerical Services undertakes not to use in any way for its own account nor for the account of any third party, nor disclose to any third party such information or materials revealed to it by the Customer. Information provided by way of transcription will only be stored in secure storage systems or infrastructure managed by A&J Clerical Services and will be deleted upon written instruction from the Customer or, at our sole discretion, no less than 90 days after the successful completion of the service agreement.
9. Transferral of Rights and obligations
9.1 Customer rights and obligations under this Customer Agreement may not be enjoyed by a third party or transferred or assigned directly or indirectly without the prior written consent of A&J Clerical Services.
9.2 If Customer sells any of A&J Clerical Services's products or services to a third party it shall do so on terms which are not inconsistent with this Customer Agreement; and such Customer shall maintain adequate insurance as would normally be covered by a person carrying on in the same type of business as the Customer.
10. Data Protection Act
10.1 A&J Clerical Services reserves the right to hold information relevant to Customer in accordance with the Cayman Islands Data Protection Act (2021 Revision).
10.2 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 A&J Clerical Services, unless otherwise stated.
11. Disputes
11.1 The parties shall attempt to resolve all disputes arising out of this agreement in a spirit of co-operation without formal proceedings.
12. Termination of Customer Agreement
12.1 A&J Clerical Services is entitled to terminate this Customer Agreement on giving notice to such effect if the Customer breaches any of its terms or conditions. In this circumstance A&J Clerical Services products and services will be wholly withdrawn.
13. This represents a legal contract
13.1 This Customer Agreement is governed by Cayman law and is covered by the jurisdiction of the Cayman courts. If any provision of this Customer Agreement is held to be invalid by a court of competent jurisdiction, then the remaining provisions shall nevertheless remain in full force and effect.
13.2 A&J Clerical Services and the Customer agree to renegotiate in good faith any term held invalid and to be bound by mutually agreed substitution provision.
14. Entire agreement; modifications
14.1 This Customer Agreement sets forth the entire agreement and understanding between both parties and merges all prior discussion between them.
14.2 A&J Clerical Services may make changes to this Customer Agreement upon thirty (30) days written notice to the Customer, advising of the change and the effective date thereof. Utilisation of A&J Clerical Services's services by Customer following the effective date of such change will be deemed as acceptance by the Customer and/or its customers of such change(s). Otherwise this Customer Agreement may not be modified except by the written consent of both parties.
15. Notices
15.1 All notices served by A&J Clerical Services to the Customer shall be sent to its address in the Cayman Islands 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.
15.2 All notices served by Customer to A&J Clerical Services shall be by e-mail, fax or letter and shall be effective upon the date of actual receipt by A&J Clerical Services.
16. Waiver
16.1 No failure or delay by either party in exercising any of its rights under this Customer 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 Customer Agreement shall be deemed to be a waiver of any subsequent breech of the same.
17. Guarantee of Items Sent
17.1 We cannot guarantee or insure any media, including tapes, digital files or CDs, sent to us. The media, tapes or CDs remain the Customer's responsibility and we cannot accept liability for any loss or damage, no matter how caused whilst the tapes or CDs are in our possession, in transit, or whilst you are transporting them to us. We strongly recommend that you keep a copy of any recording and obtain any necessary insurance in case of loss or damage.