Terms and conditions for software documentation projects

These terms and conditions are part of the contract that is between Dr Mike Unwalla trading as TechScribe and the customer that is specified in the project proposal.

The purpose of these terms and conditions is as follows:

The services, the fees, and other non-standard conditions are specified in the project proposal.

We agree the following things:

1. Basis of documentation

The customer will supply TechScribe with a copy of the software at the start of the project. The documentation will be based on the software that TechScribe sees.

2. Access to information

  1. TechScribe requires access to one subject-matter expert (SME) who can answer questions without delay. The SME is specified in the project proposal.
  2. TechScribe will work with other members of the customer's team. However, the final authority for the accuracy of information that is supplied to TechScribe is with the SME.

3. Use of software

  1. All software that TechScribe uses to prepare the documentation will be a legal copy. TechScribe indemnifies the customer for a breach of this condition.
  2. If the customer supplies third-party software for TechScribe to use, then the software must be a legal copy. The customer must have an applicable licence. The customer indemnifies TechScribe for a breach of this condition.

4. Use of equipment

  1. TechScribe will use its own general-purpose equipment for the production of the documentation.
  2. If special equipment is necessary, the customer must supply the special equipment for the duration of the project.

5. Approval of deliverable items

To make sure that the documentation conforms to the customer's expectations and that the documentation is accurate, the customer must approve each deliverable item. (The deliverable items are specified in the project proposal.)

  1. TechScribe will supply a draft of the item to be approved.
  2. The customer will evaluate the draft. If applicable, the customer will supply TechScribe with a list of changes.
  3. TechScribe will make the changes that the customer requires, unless the cause problems with the usability or the quality of the documentation. TechScribe will supply the customer with a new version of the deliverable item.
  4. After the changes, the customer will do one of the following things:
    1. The customer will approve the deliverable item by e-mail.
    2. The customer will ask for more changes. The customer will pay for these changes, unless the changes are necessary because of an error by TechScribe.

6. Errors and omissions

The customer must make sure that the completed documentation is correct. Although TechScribe is careful, TechScribe does not accept liability for errors and omissions. Payment of the final invoice shows that the customer agrees that the documentation is correct.

7. Additional fees

Additionally to the fees that are specified in the project proposal, the customer will pay TechScribe at the agreed rate for the following things:

  1. Work that the customer requests that is not specified in the project proposal.
  2. Changes to the documentation that are necessary because of changes to the software.
  3. Changes to documentation that the customer requests after the customer approves a deliverable item (see clause 5).

8. Timely disclosure

  1. If TechScribe thinks that the documentation will not be completed on time, TechScribe will tell the customer as quickly as possible.
  2. If the customer is not satisfied with the speed or the quality of TechScribe's work, or if the software changes, the customer will tell TechScribe as quickly as possible.

9. Early termination

  1. Either party is permitted to end the contract if the other party does not meet its obligations as specified in these terms and conditions. Before termination, the innocent party must tell the other party in writing that the other party is not meeting the agreed obligations and that if the problems are not corrected in five working days, the innocent party will end the contract.
    1. If the customer is the innocent party, then TechScribe will correct the problem without expense to the customer.
    2. If TechScribe is the innocent party, then TechScribe will not spend time on the project. If the problem is corrected, and if TechScribe continues to work on the project, TechScribe will not be responsible for delays to the supply of the documentation.
  2. If termination occurs
    1. The customer must pay all invoices that TechScribe supplied previously.
    2. TechScribe will supply an invoice for all other work done, except for work done under clause 9.1.a. TechScribe will charge at the standard rate. The customer must pay the invoice in 14 working days.

10. Third-party rights

These terms and conditions are between TechScribe and the customer. No third party has rights under the Contracts (Rights of Third Parties) Act 1999.

11. Confidentiality

All information about the documentation project is confidential. Unless we agree, we will not tell third parties about the documentation project.

12. Intellectual property

  1. When the customer makes the final payment, the copyright for documentation that is related only to the customer's software is automatically given to the customer. Before final payment, TechScribe owns the copyright.
  2. After copyright is given to the customer, the customer is permitted to change the documentation, with the condition that the changed documentation is not attributed to TechScribe.
  3. TechScribe owns the copyright of all documentation that is related to publicly available products or to information that is in the public domain.
  4. The customer owns all intellectual property that is related only to the customer's software.
  5. TechScribe owns all other intellectual property.

13. Law

The contract is governed by the laws of England.

14. Circumstances beyond control

Neither the customer nor TechScribe are responsible for circumstances beyond their reasonable control.

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