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TRANSCRIPT COUNSEL

Terms & Conditions

1. Definitions

Additional Charge means a charge in accordance with Our standard rates in effect from time to time payable by you.

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Artificial Intelligence (AI) means the field of technology that uses computers or other technology to do things that have traditionally been done using human intelligence and includes techniques, methods and algorithms designed to imitate human reasoning, learning and decision making in a manner that resembles human intelligence.

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Commencement Date means the date of commencement of this agreement specified in the Fee Proposal.

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Confidential Information means information that is by its nature confidential but does not include:

  1. information already known to the receiving party at the time of disclosure by the other party; or

  2. information in the public domain other than as a result of disclosure by a party in breach of its obligations of confidentiality under this agreement.

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Fee Proposal means the written agreement that outlines the terms and conditions under which the Services will be provided, including the fees and charges associated with those services.

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Force Majeure Event means:

  1. any action or omission outside a party’s reasonable control, by which the party relying on the event is prevented from or delayed in performing its obligations;

  2. any outbreak or escalation of hostilities (whether or not war has been declared) or any other unlawful act against public order or authority;

  3. any industrial dispute;

  4. any governmental restraint;

  5. any pandemic; or

  6. any other event which is not within the reasonable control of the parties.

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Generative AI means any type of AI that can be used to create new text, images, video, audio, code or synthetic data.

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GST means:

  1. the same as in the GST Law;

  2. any other goods and services tax, or any tax applying to this agreement in a similar way; and

  3. any additional tax, penalty tax, fine, interest or other charge under a law of such a tax.

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GST Law means the same as "GST law" in A New Tax System (Goods and Services Tax) Act 1999 (Cth).

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Intellectual Property Rights means all present and future rights conferred by statute, common law or equity in or in relation to any copyright, trademarks, designs, patents, circuit layouts, business and domain names, inventions, AI or Generative AI and other results of intellectual activity in the industrial, commercial, scientific, literary or artistic fields.

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Moral Right means:

  1. a right of attribution of authorship;

  2. a right not to have authorship falsely attributed;

  3. a right of integrity of authorship; or

  4. a right of a similar nature,

which is conferred by statute, and which exists or comes to exist anywhere in the world in a deliverable form comprised within this agreement.

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Premises means the address pursuant to or in the course of providing the Services performed specified in the Fee Proposal.

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Services means the transcription services to be performed by Us under this agreement.

2. Us to provide Services

We will perform the Services for you in accordance with this agreement.

3. Duration

This agreement will commence on the Commencement Date and will continue in effect for the period stated in the Fee Proposal until otherwise terminated under this agreement whichever is the earlier.

4. Charges and payment

  1. You will pay Us the Fee specified in the Fee Proposal for the provision of Services.

  2. You will pay the Fee within 5 business days after the date of Our invoice.

  3. If you are in arrears in any payment due to Us under this agreement, you will pay, in addition to the arrears, interest at the rate of 4.5% per annum on all arrears for each day during which the default continues.

  4. If you dispute the whole or any part of the amount claimed in an invoice submitted by Us pursuant to this agreement, you will pay the undisputed portion on the due date. The dispute regarding the remainder may be referred to the dispute resolution procedure prescribed by this agreement. If it is subsequently resolved that a further amount is payable, you will pay that amount together with interest at the rate of 4.5% per annum.

  5. Words defined in the GST Law have the same meaning in this clause, unless the context makes it clear that a different meaning is intended.

  6. In addition to paying the fee and any other amount payable or in connection with this agreement (which is exclusive of GST), you will:

    • pay Us an amount equal to any GST payable from any supply by Us in respect of which the fee or any other amount is payable under this agreement; and

    • make such payment either on the date when the fee or other amounts to which it relates is due or within 5 business days after you are issued with a tax invoice, whichever is the later.

  7. We must, within 5 business days of request from you, issue a tax invoice (or an adjustment note) to you for any supply under or in connection with this agreement.

  8. We will promptly create an adjustment note for (and apply to the Commissioner of Taxation for) a refund, and refund to you, any overpayment by you for GST but We need not refund to you any amount for GST paid to the Commissioner of Taxation unless We have received a refund or credit for that amount.

5. Expenses

You will reimburse Us the amount of all expenses reasonably and properly incurred by it in the performance of its duties under this agreement, including travel expenses between Our Premises and your Premises, accommodation and subsistence expenses, and all other expenses incurred or required to be incurred by Us to promptly and efficiently provide the Services.

6. Title and Intellectual Property Rights

  1. You agree that any works, items, materials or information of whatever nature produced or developed by Us or under Our direction pursuant to or in the course of providing the Services will remain the sole and complete property of Us, whether such property is tangible or is in the nature of industrial and Intellectual Property Rights (including copyright and rights of Confidential Information).

  2. If you have fully complied with this agreement and if the works, items, materials or information referred to in clause 6(1) have been produced by Us as part of the Services, We grant you a non-exclusive and non-transferable licence to use such works, items, materials and information for such purposes as the parties reasonably contemplate at the Commencement Date.

  3. There is no assignment of Intellectual Property Rights by Us to you pursuant to this agreement.

  4. Nothing in this agreement affects the Moral Rights in any works, items, materials or information supplied pursuant to this agreement.

7. Additional services

If you request in writing, We may provide services in addition to the Services. We may make an Additional Charge for providing such additional services.

8. Confidentiality

  1. A party will not, without the prior written approval of the other party, disclose the other party's Confidential Information.

  2. A party will not be in breach of clause 8(1) in circumstances where it is legally compelled to disclose the other party's Confidential Information.

  3. Each party will take all reasonable steps to ensure that its employees and agents, and any sub-contractors engaged for the purposes of this agreement, do not make public or disclose the other party's Confidential Information.

  4. Despite any other provision of this clause, a party may disclose the terms of this agreement (other than Confidential Information of a technical nature) to its related companies, solicitors, auditors, insurers and accountants.

  5. This clause will survive the termination of this agreement.

9. Privacy

  1. We will not use or disclose any personal information for a purpose other than discharging its obligations under this agreement. We further agree to comply at all times with the Australian Privacy Principles and the Privacy Act 1988 (Cth) (Privacy Act) (or an applicable privacy code approved by the Commissioner pursuant to the Privacy Act) in the same way and to the same extent as you would have been required to comply had you been directly responsible for performing the act or practice concerned. We will take all necessary steps to protect personal information in its possession against misuse or loss and it will return all such information to you (or if requested by you, destroy or de-identify such information) upon termination or expiry of this agreement. This clause will survive the termination or expiry of this agreement.

  2. You warrant that the disclosure of personal information to Us for the purposes of this agreement, and the collection of such information by the Consultant, will not contravene the Australian Privacy Principles.

  3. For the purpose of this clause, personal information means information or an opinion about an individual as defined in schedule 6 of the Privacy Act which is collected, used, disclosed, stored or handled by a party for the purposes of this agreement.

10. Our liability

The Legal Support Collective (We, Us or Our) will provide the Services to you under the terms of this agreement. 

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Except in relation to liability for personal injury (including sickness and death), property damage or an infringement of confidentiality or Intellectual Property Rights, and subject to any non-excludable statutory liability, Our liability in damages in respect of any act or omission of Us in connection with its obligations under this agreement will not exceed the amount (if any) specified the Fee Proposal, even if We have been advised by you as to the possibility of such losses being incurred.

11. Implied terms and consumer guarantees

  1. Subject to clause 11(2), any condition or warranty which would otherwise be implied in this agreement is excluded.

  2. Our liability for breach of a guarantee conferred by the Australian Consumer Law (ACL) (other than those conferred by sections 51 to 53 of the ACL) is limited:

    • in the case of goods, to any one of the following as determined by Us:

      • the replacement of the goods or the supply of equivalent goods;

      • the repair of the goods;

      • the payment of the cost of replacing the goods or of acquiring equivalent goods; or

      • the payment of the cost of having the goods repaired; and

    • in the case of services, to any one of the following as determined by Us:

      • the supplying of the services again; or 

      • the payment of the cost of having the services supplied again.

12. Force Majeure Event

  1. We will not be liable for any delay or failure to perform its obligations if such failure or delay is due to Force Majeure Event.

  2. We will notify you as soon as practical be of any anticipated delay due to Force Majeure Event. The performance of Our obligations under this agreement will be suspended for the period of the delay due to Force Majeure Event.

  3. If a delay due to a Force Majeure Event exceeds 5 business days, you may terminate this agreement immediately on providing notice to Us. If you give such notice to Us:

    • We will refund moneys previously paid by you under this agreement for which no services have been provided; and

    • you will pay Us a reasonable sum in relation to services rendered or costs and expenses incurred prior to termination for which no payment has been made by you.

13. Termination

  1. Without limiting the generality of any other clause in the agreement, We may terminate this agreement and any licence granted pursuant to this agreement immediately by notice in writing if:

    • any payment due from you to Us pursuant to this agreement remains unpaid for a period of 5 business days; or

    • you breach any clause of this agreement and such breach is not remedied within 5 business days of written notice by Us.

  2. Despite the preceding clause We may terminate this agreement and any licence granted pursuant to this agreement immediately on notice in writing to you if:

    • you become, threaten or resolve to become or is in jeopardy of becoming subject to any form of insolvency administration;

    • you, being a partnership, dissolves, threatens or resolves to dissolve or is in jeopardy of dissolving;

    • you, being a natural person, dies; or

    • you cease or threaten to cease conducting business in the normal matter.

  3. Despite the preceding paragraphs, We may terminate this agreement by giving 5 business days' notice to you.

  4. If notice is given to you pursuant to the preceding clauses, We may, in addition to terminating the agreement:

    • retain any moneys paid;

    • charge a reasonable sum for work performed in respect of work which no sum has been previously charged;

    • retake possession of all property of Us in the possession of you;

    • be regarded as discharged from any further obligations under this agreement; and

    •  pursue any additional or alternative remedies provided by law.

  5. You may terminate this agreement if We breach any term of this agreement and such breach is not remedied within 5 business days of written notice by you.

  6. Nothing in this clause affects the right of the terminating party to pursue any other remedy available to it at law arising out of the terminating event, subject where applicable to any cap on, or exclusion of, liability set out in this agreement.

14. Assignment

Neither party will assign, whether in whole or part, the benefit of this agreement or any rights or obligations under this agreement, without the prior written consent of the other party.

15. Sub-contracts

We may subcontract for the performance of this agreement or any part of this agreement without the prior consent of you.

16. Waiver

No forbearance, delay or indulgence by a party in enforcing the provisions of this agreement will prejudice or restrict the rights of that party, nor will any waiver of those rights operate as a waiver of any subsequent breach.

17. Variation and change control

  1. The provisions of this agreement may not be varied except by agreement in writing signed by both parties.

  2. If a proposed variation relates to the scope of this agreement (including but not limited to specifications, performance levels, key dates or charges), the proposing party must include in its submission a change control report which addresses in full detail:

    • a description of the proposed change;

    • assessment of the benefits and risks to each party associated with the proposed change;

    • a timeframe for the proposed implementation;

    • a description of any disruption which may result from the change; 

    • any consequential changes which may be required; and

    • such other matters as are specified in item 9 of schedule 1 in relation to change control.

18. Entire agreement

This agreement, including the Fee Proposal, supersedes all prior agreements, arrangements and undertakings between the parties and constitutes the entire agreement between the parties relating to the Services. No addition to or modification of any provision of this agreement or the Fee Proposal will be binding upon the parties unless made by written instrument signed by a duly authorised representative of the party.

19. Headings

Headings used in this agreement are for convenience and ease of reference only, are not part of this agreement and will not be relevant to or affect the meaning or interpretation of this agreement.

20. Severability

Should any part of this agreement be or become invalid, that part will be severed from this agreement. Such invalidity will not affect the validity of the remaining provisions of the agreement.

21. Governing law

This agreement will be governed by and construed in accordance with the laws for the time being in force in New South Wales and the parties agree to submit to the jurisdiction of the courts and tribunals of that state.

22. Notices

All notices which are required to be given under this agreement must be in writing and must be sent to the email address of the recipient or such other address as the recipient may designate by notice given in accordance with this clause. Any notice may be delivered by hand or by prepaid letter or email. Any such notice will be deemed to have been served when delivered (if delivered by hand) or 24 hours after posting (except by prepaid letter) or when on transmission by the sender (if sent by facsimile) or (if sent by email and unless agreed otherwise), when the email enters the recipient's mail server.

23. Disputes

  1. A party claiming that a dispute, controversy or claim (Dispute) has arisen must notify the other party in writing giving details of the Dispute (Notice).

  2. The parties must negotiate in good faith to settle, as soon as possible, any Dispute after Notice has been given.

  3. If the parties are unable to resolve the Dispute within 20 days of the Notice referred to in clause 23(1), the parties must appoint a mediator or refer the Dispute to a mediator nominated by the chairperson of the Resolution Institute (ACN 008 651 232) or the chairperson’s nominee.

  4. Unless the parties otherwise agree, any mediation will take place in Sydney in accordance with any mediation rules or guidelines of the Resolution Institute’s Mediation Rules then in force.

  5. The parties will share equally the mediator’s fees and disbursements and all other costs of the mediations. Otherwise, each party will meet its own costs of and in connection with the mediation.

  6. Nothing in this clause prevents a party to the agreement from seeking urgent injunctive relief or similar interim relief from a court.

  7. This clause will remain operative after the contract has been performed and despite its termination.

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