This is an agreement (“Agreement”) between Metatale Limited (referred to as “Metatale” “us” “our” and “we”) and the individual or organisation in receipt of our writing services (the “Client” or “Clients”). Our writing services encompass our editing and transcription services and any other related services offered.

If you have any questions about our service or this Agreement, please contact us

The parties agree to the following Terms and Conditions (“Terms”):

Our service

1. The Client is under no obligation to offer us work and we are under no obligation to accept work offered.
2. Work will be deemed to be accepted by us once:
   1. Full instructions for completion of work required, including deadlines, are agreed between us and the Client in writing;
   2. Our quote for completion of work has been accepted by the Client in writing;
   3. The Client has confirmed in writing that they agree to the Terms contained within this Agreement; and
   4. Finally, we confirm in writing to the Client that work is going ahead.
3. We will endeavour to deliver work on or before the agreed date, for the agreed fee, based on the description of work required agreed with the Client before commencement. If there is any reason why completion of work is going to be delayed, we will inform the Client as soon as possible.
4. Should it become apparent to us or the Client at any time before, during or upon delivery of the completed work that there is a change in the quantity, specification, or legibility/quality of source materials, we reserve the right to renegotiate turnaround times and prices quoted. Work will only continue at our discretion and once the points referred to in paragraph 2 are met again.

Payments

5. Please see individual pages for Metatale’s specific transcription and editing rates and terms. Our rates are generally reviewed annually, and prices are quoted exclusive of VAT.
6. We will issue an invoice in full to the Client based on an agreed quotation or our standard rates once work is completed, subject to paragraph 8.
7. If work required is going to take longer than 30 days to fulfil, we will invoice periodically at the end of each month for work completed to date.
8. We reserve the right to issue an invoice and request payment in part or in full in advance of work commencing for new Clients and for any Clients e.g. whom we have concerns due to previous late payments.
9. Payments should be made to us via bank transfer. Details will be provided on the invoice.
10. Payments are due within 30 days of the invoice date. If payments are late, we reserve the right to charge the Client 'statutory interest' of 8% plus the Bank of England base rate on the outstanding balance from the date the invoice is due until the date of payment. We also reserve the right to discontinue, withhold or suspend service to the Client until payment is made in full.
11. Refunds will only be issued in exceptional circumstances – such as when we are unable to complete the agreed work – and at our discretion.

Security and confidentiality

12. Please see Security and Confidentiality.

Personal data

13. Please see Privacy Policy.

Liability

14. Our services can only be used for lawful purposes.
15. We aim to provide a reliable, accurate, high-quality and error-free service, but we cannot be held liable for the consequences of errors, such as direct or indirect losses, damages, costs, expenses or liability incurred by the Client as a result. All work is quality checked before it is delivered to the Client, but ultimately the Client is responsible for the final quality control check.

Provision of services

16. If the Client has any concerns about work we have delivered, they should be raised with us within 10 working days of receipt and we will respond as soon as possible. If we deem these concerns to be valid and reasonable, we will make every effort to revise our work at no extra charge to the Client.
17. We will always aim to provide our service in full as agreed, but we cannot accept liability for any failure that is caused by circumstances beyond our control such as, but not limited to: fire, flood, power outages, or other unforeseen events that mean we are unable to fulfil our obligations. In the case of illness or other emergency occurring on our side, we will endeavour to notify the Client as soon as possible.
18. We will aim to meet any agreed deadline, but in the event that the original deadline cannot be met we will agree an extended deadline and the fee agreed for carrying out the work will not be affected. We accept no liability for any direct or consequential losses, damages, costs, expenses or other claims arising from delays or cancellations in the delivery of completed work, including, but not limited to, loss of profit or business.

Materials

19. It is the Client's responsibility to ensure correct materials are provided to us, as all work will be charged for. We cannot be held responsible for errors due to incorrect or poor-quality material (e.g. poor-quality audio recordings that hinder accurate transcription).
20. We recommend clients keep original copies of any recordings and/or written material they send to us and obtain any necessary insurance in case of loss or damage. Any materials sent to us, either digitally or physically, remain the Client's responsibility and we cannot be held liable for any losses or damages whilst materials are in our possession or in transit to or from us.
21. Metatale’s liability to Clients due to defective work is limited to the amount payable by the Client to Metatale under this Agreement.

Indemnity

22. The Client agrees to indemnify us, defend us and hold us harmless from and against any claim, liability, cost, damage or loss we may incur (including reasonable legal fees) as a result of the Client's actions and/or any breach by the Client of their obligations under this Agreement.

Termination

23. We have the right to give notice to terminate this Agreement should the Client breach any of its Terms. In doing so, the Client will forfeit any advanced payment and our service will be withdrawn. The Client would be required to pay any sums due to us for work already carried out. We accept no liability for any losses, damages, or other claims for compensation arising from any breach by the Client of this Agreement.
24. The Client can cancel our service at any time before work has commenced (e.g. before any materials have been provided to us) and any advance payment will be refunded.
25. If the Client wishes to cancel after work has commenced, they must notify us in writing and any work completed up to that point will be charged for. If a final fee had been agreed and/or paid in advance, this full fee would still be payable unless the Client is cancelling due to a severe breach of this Agreement by us. We will supply partially completed work upon receipt of payment.

Legal contract

26. This Agreement represents a legal contract and is governed by English law and the jurisdiction of the English courts.
27. If any provision in this Agreement is deemed invalid, void or unenforceable, that provision will be deemed severable from the rest and will not affect the validity and enforceability of any remaining provisions.

Disputes

28. All parties will attempt to resolve disputes out of this Agreement in good faith and without formal proceedings. Any legal dispute between us and the Client will be resolved exclusively in the Courts of England.

Transferral of rights and obligations

29. Client rights and obligations under this Agreement may not be transferred to a third party without our prior written consent.

Waiver

30. No delay or failure by either party in exercising any of its rights under this 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 Agreement shall be deemed to be a waiver of any subsequent breach. No breach of any provision of this Agreement will be waived except with the express written consent of the party not in breach.

Changes

31. Metatale may make changes to this Agreement from time to time to reflect updates in legislation, best practice and/or our service. Changes are effective as soon as they are posted. Clients we are working with will be given 30 days’ notice in writing before changes come into effect.

Last updated: 13th May 2020