Terms & Conditions

1.  Definitions

In this document:

Account Client means a Client that has completed a credit application and that has an existing account with Auscript.

Agreement means the agreement between Auscript and You, comprised of these terms and conditions and an Order Form.

Audio means a sound recording, transmission, reception and reproduction.

Audio Quality Policy means Auscript’s audio quality policy which may be amended from time to time and is available upon written request.

Auscript means Auscript Australasia Pty Limited ABN 72 110 028 825.

Auscript Recording means any Audio or Recording created by Auscript.

Auscript Website means the website maintained at the www.auscript.com.au domain name.

Australian Consumer Law means Schedule 2 of the Competition and Consumer Act 2010 (Cth).

Business Day means:

  1. if determining when a notice, consent or other communication is given, a day that is not a Saturday, Sunday or public holiday in the place to which the notice, consent or other communication is sent; and
  2. for any other purpose, a day (other than a Saturday, Sunday or public holiday) on which banks are open for general banking business in Brisbane, Queensland.

Certification Services means a service whereby Transcripts might be sound checked against the original Recording or a certification page is added to the Transcript, stipulating that the Transcript produced as a true and correct record of proceedings by Auscript.

Client means a person or organisation using the services of Auscript

Court means any State or Commonwealth Courts (High Court, Federal, Family and FCC) or Tribunals in Australia.

Court FM means Auscript’s Court Audio reference tool.

Estimate means the estimate of fees provided by Auscript to you in accordance with either clause 3.2 or 4.2 (as the context dictates).

Family Court means the Family Court of Australia.

FCC means the Federal Circuit Court of Australia including the FCC (Federal) and FCC (Family).

FCC (Family) means the Federal Circuit Court of Australia operating its family law jurisdiction.

FCC (Federal) means the Federal Circuit Court of Australia operating in its federal law jurisdiction but excluding the Federal Circuit Court (Family).

Federal Court means the Federal Court of Australia.

Fee Waiver means victim application, tested fee waiver, Legal Aid fee waiver or impecunious litigants.

Force Majeure means any delay by Auscript in carrying out its obligations under this Agreement or any act necessary for the discharge of or compliance with such obligations which is beyond the reasonable control of Auscript.

Formal means that, in producing a Transcript, colloquialisms and speech anomalies may be omitted while evidence is represented in full.

General means that, in producing a Transcript, all evidence is typed Verbatim but speech anomalies of persons not giving evidence may be omitted.

Non-Account Client means a Client who does hold an account with Auscript.

Parties entitled to a free Transcript means a Client who is entitled to a free Transcript or Fee Waiver, as approved by the relevant Court.

Poor Quality Audio means a sound Recording rated ‘2’ or lower according to Auscript’s Audio Quality Policy.

Pricing Schedule means the list of prices set out in the Request Form or the Auscript Website.

Proceeding means the legal proceeding listed on the Order Form.

Provision of Audio means a copy of or access to audio of Proceedings. Audio can only be obtained with express written consent from the relevant jurisdiction.

Queensland Courts means all Courts in the state of Queensland (also referred to as Department of Justice and Attorney-General or (DJAG).

Real Time Services is a Transcript solution that displays the live Transcript into each participating real-time user’s computer, allowing them to view the transcribed dialogue as it takes place, and make annotations in real-time using Transcript analysis software.

Recording means:

  1. sound recording which is created by Auscript at Your request other than a recording of proceedings made in the Queensland Courts, Federal Court, Family Court or FCC (Auscript Recording) or any other Court where Auscript provides recording Services and Audio is provided to Clients, subject to the approval of the relevant Court ; or
  2. a sound recording made by You or someone else which You provide to Auscript for Transcription (Client Recording); or
  3. the recording, reproducing, broadcasting or streaming of moving visual images (Video).

Request or Order Form means any form requesting Services, including online, email, fax, mail or in person in the format required by Auscript.

Services means but is not limited to Recording, Transcripts, Certification Services, Real Time Services and provision of Audio.

Style Guide Means the relevant Court’s style manual on the production of Formal and General transcripts.

Transcript means the written literary work which has been or will be created by Auscript, following the relevant court Style Guide, in relation to the Proceeding, Recording or other matter referred to in the Order Form.

Verbatim means that, in producing a Transcript, every spoken word and utterance is typed as it is said.

We, us and our, are a reference to Auscript. This definition applies whether the defined words are in title or lower case.

You means the person listed in the Order Form being the person who has ordered, or may order, a Transcript from Auscript. This definition applies whether the defined word is in title or lower case. This extends to Fee Waiver requests.

  1. 1.  In this document, unless the contrary intention appears:
  1. Reference to:
    1. this Agreement or another document includes any variation or replacement of it notwithstanding any change in the identity of the parties;
    2. one gender includes the others;
    3. the singular includes the plural and the plural includes the singular;
    4. a person, partnership, corporation, trust, association, joint venture, unincorporated body, government body or other entity includes any of them;
    5. a party includes the party’s executors, administrators, successors, substitutes (including a person who becomes a party by novation) and permitted assigns;
    6. any statute, ordinance, code or other law includes regulations and other instructions under any of them and consolidations, amendments, re-enactments or replacements of any of them;
    7. money is to Australian dollars, unless otherwise stated; and
    8. a time is a reference to Brisbane time unless otherwise specified.
  2. The words “include”, “including”, “such as”, “for example” and similar expressions are not to be construed as words of limitation.
  3. Where a word or expression is given a particular meaning, other parts of speech and grammatical forms of that word or expression have a corresponding meaning.
  4. Headings are for convenience only and do not affect the interpretation of this Agreement.
  5. A provision of this Agreement must not be construed to the disadvantage of a party merely because that party or its advisers were responsible for the preparation of the Agreement or the inclusion of the provision in the Agreement.
  6. If an act must be done on a specified day which is not a Business Day, it must be done instead on the next Business Day.
  7. If an act is required to be done on a particular day it must be done before 5.00pm on that day or it will be considered to have been done on the following day.

 

2.  Amendments to terms and conditions

2.1.  We reserve the right to amend these terms and conditions from time to time. Amendments will be effective immediately upon the placement of a notification of such amendment on the Auscript Website. Your continued submission of an Order Form will represent an agreement by You to be bound by the terms and conditions as amended.

2.2.  Any term appearing on a Request Form and Estimate which is not drafted by Auscript is expressly excluded.

 

3.  Order and payment process

3.1.  By completing and giving an Order Form to Auscript, You request that Auscript provide You with either:

  1. the Transcript; or
  2. an Estimate of Auscript’s fees for producing the Transcript; or
  3. other Services.

3.2.  If You are not an Account Client, Auscript will provide You with an Estimate of Auscript’s fees for producing the Transcript even if You have not requested it.

3.3.  If Auscript provides You with an Estimate of Auscript’s fees for producing the Transcript, You agree that:

  1. Auscript’s Estimate is based on specific assumptions (some of which You may have given to Auscript) such as the average length of sittings, average number of pages produced per day and other relevant factors. At the time that the Estimate is given, these variables are unknown; and
  2. accordingly, the Estimate is not binding on Auscript. Auscript reserves the right to charge for producing the Transcript in accordance with the Pricing Schedule; and
  3. Auscript will request that:
    3.3.c.1.  You complete, authorise and return the Request Form to Auscript, and that by doing so You confirm that You agree:

    3.3.c.1.1.  to all of the terms and conditions set out in this document; and
    3.3.c.1.2.  to pay all of Auscript’s fees for producing the Transcript, calculated in accordance with the Pricing Schedule; and

    3.3.c.2.  Unless You are an Account Client, You prepay the full amount of Auscript’s Estimate for producing the Transcript prior to Auscript commencing production of the Transcript.

  4. if Auscript’s actual fees for producing the Transcript exceed the amount of Your prepayment, You must pay the difference to Auscript within 7 days of Auscript’s invoice (which can be provided electronically or via post or delivery).
  5. if Payment is not received within 7 days, Auscript reserves the right to take whatever action it considers necessary to collect the outstanding debt and You agree to reimburse Auscript for all costs of and incidental to these actions; and
  6. Subject to clause 3.3(i), if Auscript’s fees for producing the Transcript are less than the amount of Your prepayment, Auscript will refund the difference to You within 7 days of Auscript’s invoice (which can be provided electronically or via post or delivery).
  7. Subject to clause 3.3(i), if an Order is no longer required and You notify Auscript subsequent to making the pre-payment but in advance of Auscript commencing or completing production of the Transcript, such that either no fees are applicable (where no steps towards production have commenced) or where reduced fees are applicable (where steps towards production have commenced, but where the full Transcript is not completed) Auscript will refund the difference to You within 7 days of Auscript’s invoice (which can be provided electronically or via post or delivery).
  8. refunds under clauses 3.3(f) and 3.3(g) will not be issued until all outstanding invoices are paid in full; and
  9. Auscript may offset all or part of any refund under clauses 3.3(f) and 3.3(g) against any outstanding invoices.

3.4.  If You are an Account Client and have not requested an Estimate of Auscript’s fees for producing the Transcript, then by completing and giving the Request Form to Auscript, You agree:

  1. to all of the terms and conditions set out in this document; and
  2. to pay all of Auscript’s fees for producing the Transcript, calculated in accordance with the Pricing Schedule; and
  3. that Auscript will invoice You upon completion of the Transcript; and

3.4.c.1.  to pay each invoice rendered by Auscript within 7 days of Auscript’s invoice (which can be provided electronically or via post or delivery); and

3.4.c.2.  If payment is not received within 7 days Auscript reserves the right to take whatever action it considers necessary to collect the outstanding debt and You agree to indemnify Auscript for all costs of and incidental to these actions.

3.5.  If the Transcript is to be produced from a Client Recording, You acknowledge that the fees set out in the Pricing Schedule assume that the entire Recording can be clearly and easily heard by the Transcribers. Auscript reserves the right to charge additional fees for producing Transcripts from Poor Quality Audio.

3.6.  If any part of the Recording is Poor Quality Audio:

  1. You will be notified in writing as soon as practicable after it becomes apparent to Auscript that the Recording contains Poor Quality Audio and before the Transcript is prepared.
  2. You must notify us within 2 business days as to whether You wish to proceed with the transcription otherwise, Auscript will invoice You upon completion of the Transcript; and
  3. You agree to pay each invoice rendered by Auscript within 7 days of Auscript’s invoice.

 

4.  Transcript style

4.1.  All Transcripts prepared by Auscript will be in the Transcript style that is mandated by the relevant Court.

4.2.  If no Transcript style is specifically requested in an Order Form, any Transcripts requested in that Order Form will be prepared by Auscript in any Transcript style preferred by Auscript from time to time, at Auscript’s sole discretion.

 

5.  Intellectual Property

5.1.  You acknowledge and agree as follows:

  1. where You have requested that Auscript produce the Transcript of a matter in the Federal Court or Queensland Courts, then unless You are otherwise informed:
    1. copyright in the Transcript is and remains the property of the Commonwealth of Australia (Commonwealth) for a matter in the Federal Court and State of Queensland for a matter in the Queensland Courts.
    2. the Federal Court and Queensland Courts have granted to Auscript an exclusive licence to use the copyright in the Transcript.
    3. Auscript reserves all rights it has in respect of the Transcript pursuant to its agreement with the Federal and Queensland Courts, which include the right to:
      1. produce, reproduce, perform or publish the Transcript;
      2. make any translation of the Transcript;
      3. make any record of the Transcript;
      4. communicate the Transcript to the public by any means.
  1. where You have requested that Auscript produce the Transcript of a matter in the Family Court or FCC:
    1. copyright in the Transcript is and remains the property of the Commonwealth;
    2. the Commonwealth has granted to Auscript a nonexclusive licence to use the copyright in the Transcript for certain purposes;
    3. Auscript reserves all rights it has in respect of the Transcript pursuant to its agreement with the Commonwealth, which includes the right to:
      1. produce, reproduce, perform or publish the Transcript;
      2. make any translation of the Transcript;
      3. make any record of the Transcript;
      4. communicate the Transcript to the public by any means.
  2. In all other cases:
    1. copyright in any Auscript Recording remains the property of Auscript (or its licensees) and Auscript reserves all rights in respect of any Auscript Recording, including the right to:
      1. produce, reproduce, perform or publish the Auscript Recording;
      2. make any translation of the Auscript Recording;
      3. make any record of the Auscript Recording;
      4. communicate the Auscript Recording to the public by any means.

 

6.  Your use of Transcripts

6.1.  In consideration of You paying Auscript’s fees for producing the Transcript of a matter in the Federal Court, Family Court, Queensland Courts or FCC, Auscript will:

  1. provide You with 1 copy of the Transcript, in either electronic or hard copy format (as requested by You in the Order Form) (Your Copy of the Transcript);
  2. grant to You a non-exclusive sub-licence in respect of Your Copy of the Transcript on the terms set out in clause 6.2.

6.2.  For the purposes of clause 6.1, the sub-licence granted by Auscript entitles You:

  1. to use Your Copy of the Transcript for Your internal business purposes only;
  2. if You are a law firm, to make and provide copies of Your Copy of the Transcript only to:
    1. Your employees;
    2. Your client;
    3. Any barrister that You have briefed in relation to the matter before the Court,
    4. Expert witnesses (if applicable);
      for use in the Proceeding before the Court;
  3. if You are a barrister, to make and provide copies of Your Copy of the Transcript only to:
    1. Your employees;
    2. Your instructing solicitors and their client (for which You act as advocate for), in relation to the matter before the Court;
    3. Expert witnesses (if applicable);
      for use in the Proceeding before the Court.
  4. If You are or represent a media organisation, to use Your Copy of the Transcript to report on the Proceedings.

6.3.  Except as expressly provided in clauses 6.2(b) and 6.2(c), You must not:

  1. alter Your Copy of the Transcript;
  2. share Your Copy of the Transcript with any other person or permit any person (other than a person mentioned in clauses 6.2(b) or 6.2(c)) to inspect, or have any form of access (whether electronic or otherwise) to, Your Copy of the Transcript;
  3. licence, assign or otherwise grant any interest in Your Copy of the Transcript; and
  4. not to reproduce, publish, translate, broadcast, transmit or use Your Copy of the Transcript in any way except as expressly set out in this document.

6.4.  Where You are or represent any media organisation, You further agree:

  1. Your Copy of the Transcript will only be used for the purposes of reporting on the Legal Proceeding; and
  2. no part of the Transcript will be copied or made available to any other person except for that purpose; and
  3. You will not provide the Transcript or any part of the Transcript to any of the parties to the Proceeding.

6.5.  You must take all steps necessary to safeguard Your Copy of the Transcript and prevent it (unless required to do so by law) from being reproduced, adapted, performed, published, translated, heard, broadcast, transmitted or used in any way which might be an infringement of any copyright in the Transcript.

6.6.  If at any time You learn of any infringement or threatened infringement of the copyright in the Transcript You must immediately notify Auscript in writing giving particulars of the infringement.

6.7.  Sharing of Federal Court or Queensland Courts Transcripts produced by Auscript can constitute infringement of copyright in the Transcripts, which is owned by the Commonwealth or State of Queensland. As Auscript is granted exclusive licence to this copyright Auscript is entitled to pursue You for copyright infringement.

6.8.  Sharing of Family Court or FCC Transcripts produced by Auscript can constitute infringement of copyright in the Transcripts, which is owned by the Commonwealth. Auscript will notify the Commonwealth of any suspected copyright infringement. The Commonwealth will be entitled to pursue You for copyright infringement.

 

7.  Your use of Audio

7.1.  In consideration of You paying Auscript’s fees for the provision of Audio of a matter in the Family Court, Queensland Courts or FCC (Family), Auscript will:

  1. provide You with one copy of the Audio, in CD format or access for 30 days via Court FM;
  2. grant to You a non-exclusive sub-licence in respect of Your Copy of the Audio on the terms set out in clause 7.2.

7.2.  For the purposes of clause 7.1, the sub-licence granted by Auscript entitles You:

  1. to use Your Copy of the Audio for Your own internal business purposes only;
  2. if You are a law firm, to make and provide copies of Your Copy of the Audio only to:
    1. Your employees;
    2. Your client;
    3. Any barrister that You have briefed in relation to the matter before the Court.
    4. Expert witnesses (if applicable);
      for use in the Proceeding before the Court.
  3. if You are a barrister, to make and provide copies of Your Copy of the Audio only to:
    1. Your employees;
    2. Your instructing solicitors and their client (for which You act as advocate for) in relation to the matter before the Court;
    3. Expert witnesses (if applicable);
      for use in the Proceeding before the Court.
  4. If You are or represent a media organisation, to use Your Copy of the Audio to report on the Proceedings.

7.3.  Except as expressly provided in clauses 7.2(b) and 7.2(c), You must not:

  1. alter Your Copy of the Audio;
  2. share Your Copy of the Audio with any other person or permit any person (other than a person mentioned in clauses 7.2(b) or 7.2(c)) to inspect, or have any form of access to (whether electronic or otherwise), Your Copy of the Audio;
  3. licence, assign or otherwise grant any interest in Your Copy of the Audio; and
  4. not reproduce, publish, translate, broadcast, transmit or use Your Copy of the Audio in any way except as expressly set out in this document.

7.4.  Where You are or represent any media organisation, You further agree:

  1. Your Copy of the Audio will only be used for the purposes of reporting on the Proceeding; and
  2. no part of the Audio will be copied or made available to any other person except for that purpose; and
  3. no part of the Audio will be provided by You to any of the parties to the Proceeding.

7.5.  You must take all steps necessary to safeguard Your Copy of the Audio and prevent it (unless required to do so by law) from being reproduced, adapted, performed, published, translated, heard, broadcast, transmitted or used in any way which might be an infringement of any copyright in the Audio.

7.6.  If at any time You learn of any infringement or threatened infringement of the copyright in the Audio You must immediately notify Auscript in writing giving particulars of the infringement.

7.7.  Right of access to Audio is as follows:

  1. The provision of Audio of a matter in the Federal Courts or FCC (Federal) is strictly prohibited.
  2. The provision of Audio of a matter in the Family Court or FCC (Family) is only available with prior written approval from the Court.
  3. The provision of Audio of a matter in the Queensland Courts is subject to approval from the Courts and Auscript will request approval on Your behalf.

7.8.  The provision of Audio via Court FM is by approval as outlined in clause 7.7 (c).

 

8.  Turnaround Times

8.1.  Auscript will use its best endeavours to produce and deliver the Transcript in accordance with the turnaround time set out in the Order Form (Turnaround Time).

8.2.  You acknowledge that:

  1. in the case of Client Recordings, the quality of the Recording (and in particular, any Poor Quality Audio) may affect Auscript’s ability to produce and deliver the Transcript within the Turnaround Time;
  2. in the case of matters heard and recorded in the Federal Court, Family Court, Queensland Courts or FCC, the unscheduled completion of Legal Proceedings after 4:30pm in the state in which the Legal Proceedings are taking place, may impact upon the pre-arranged Transcript Turnaround Time;
  3. in the case of Orders for Transcript received after the specified deadline (9.00am on the day of the Proceedings, in the state in which the Proceedings are taking place) the next possible turnaround (and associated folio rate) will apply;
  4. in the case of external IT or communications problems (i.e. out of Auscript’s control or responsibility) Auscript cannot guarantee delivery of the requested service within the specified Turnaround Time.
  5. In the case of Queensland Courts Transcripts where the Transcript is considered to be revisable, the turnaround time only applies to the time in which Auscript delivers the unrevised Transcript to the judicial officer. The delivery of the revised Transcript is dependent on the time in which the judicial officer revises the Transcript.

8.3.  In any event, You agree that Auscript is not liable for any loss, damage or injury sustained by You or anyone else directly or indirectly as a consequence of Auscript’s failure to produce and deliver the Transcript in accordance with the Turnaround Time.

 

9.  Transcript Types

9.1.  For the Federal Court, Family Court of Australia, and FCC, Transcripts will exclude any ex tempore judgments. These may be obtained from the relevant Court.

9.2.  For the Queensland Courts, Transcripts of Proceedings will exclude any revisable Transcripts, including judgments, orders, sentences, rulings (in some cases), summing up/redirection, reasons for findings, ceremonials. Revisable Transcripts can be requested, and are subject to revision by the judicial officer.

 

10. Force Majeure

10.1.  Any failure by Auscript to carry out any of its obligations under this Agreement shall not be deemed to be a breach of this Agreement if such failure is caused by Force Majeure.

10.2.  If Auscript’s ability to perform this Agreement is delayed, curtailed or prevented by Force Majeure:

  1. Auscript will give notice of the occurrence of Force Majeure to You; and
  2. the time for carrying out of the activity affected by Force Majeure shall be extended for a period equal to the total of the periods during which such causes or their effects were operative, and for such further periods, if any, as shall be necessary to make good the time lost as a result; and
  3. You will have no claim against Auscript for any loss or damage arising from the Force Majeure.

 

11.  Warranties

11.1.  Auscript warrants to You that the Transcript is an original work and that Auscript is the owner or licensee of the copyright in any Auscript Recording and the Transcript.

11.2.  You acknowledge and agree that Auscript has not made or given any warranties to You in relation to any Auscript Recording and the Transcript.

11.3.  Pro visions of the Australian Consumer Law and other statutes in some cases either cannot be excluded, restricted or modified or can only be restricted or modified to a limited extent. You acknowledge and agree that, if any of those provisions apply, then to the extent permitted by law, the liability of Auscript under those provisions is limited as set out below:

  1. If the breach relates to goods, at Your election:
    1. a refund;
    2. the replacement of those goods or the supply of equivalent goods;
    3. compensation for the difference between what was paid for and what was supplied; or
    4. the cost of replacing those goods or supplying equivalent goods.
  2. If the breach relates to Services, at Your election:
    1. a refund;
    2. the re-supply of those Services;
    3. compensation for the difference between what was paid for and what was supplied; or
    4. the cost of re-supplying those Services.
  3. Auscript may offset any of the amounts, goods or Services owing under this clause 11.3 against any outstanding invoices.

11.4.  Subject to clause 11.3, You agree that Auscript is not liable for any loss, damage or injury sustained by You or anyone else directly or indirectly as a consequence of production by Auscript of any Auscript Recording and the Transcript or the use by You or anyone else of any Auscript Recording or the Transcript.

11.5.  To the extent clause 11.4 does not apply or is not effective to exclude Auscript’s liability under, or in connection with, this Agreement, then its liability (whether under contract, tort, statute or otherwise) will be limited, cumulatively and in the aggregate, to the amount paid to us by You under the Agreement.

 

12.  Indemnity

12.1.  You indemnify Auscript (and hold Auscript harmless) against any loss, injury or damage (including any legal costs or expenses incurred) incurred by Auscript directly or indirectly as a consequence of any breach by You of these terms and conditions, including for any claims made against Auscript by any third parties for breach of copyright or other intellectual property rights, where such claims arise from or are related to Your use of the Transcript in any way not specifically authorised by this Agreement.

12.2.  It is not necessary for Auscript to make any payment before enforcing the right of indemnity conferred by subclause 12.1.

 

13.  Miscellaneous

13.1.  You agree that:

  1. all amounts expressed in the Pricing Schedule and any Estimate are exclusive of GST, unless otherwise stated; and
  2. all terms in this clause 13.1 and in clause 13.2, unless otherwise defined, have the same meaning as those terms have in the A New Tax System (Goods and Services Tax) Act 1999 (Cth) and/or associated Commonwealth legislation, regulations and publicly available rulings (the GST Law).

13.2.  If a party (the Supplier) is obliged pursuant to the GST Law to pay an amount of GST in respect of a Taxable Supply made by the Suppler to another party (the Recipient), the Recipient shall pay the Supplier on demand that amount of GST upon production of a valid Tax Invoice by the Supplier in addition to the moneys otherwise payable by the Recipient to the Supplier on account of that Taxable Supply.

13.3.  This Agreement shall be governed by and constructed in accordance with the laws of Queensland.

13.4.  The parties each irrevocably and unconditionally submit to the non-exclusive jurisdiction of the Courts of Queensland whether State or Federal and each waives any immunity or any objection it may have to any action in those Courts and to a claim that any action has been brought in an inconvenient forum or to those Courts not having jurisdiction.

13.5.  All legislation which varies prevents or prejudicially affects the exercise by Auscript of any right, power or remedy conferred upon it under this Agreement to the extent permitted by law is excluded.

13.6.  A right in favour of Auscript under this Agreement, subject to any express provision of this Agreement to the contrary, may be waived prospectively or retrospectively by writing signed by Auscript. No other act, omission or delay will constitute a waiver of a right.

13.7.  A single or partial exercise or waiver by Auscript of any right relating to this Agreement will not prevent any other exercise of that right or the exercise of any other right.

13.8.  The rights and remedies provided under this Agreement are cumulative and not exclusive of any rights or remedies provided by law.

13.9.  If any provision of this Agreement shall be or be determined to be illegal, invalid, void or voidable the legality or validity of the remainder of this Agreement will not be affected and will continue in full force and effect.

13.10.  You cannot assign Your rights and obligations under this document.

13.11.  The person that signs any Order Form or Estimate on Your behalf warrants that they have the authority to bind You to these terms and conditions.