THIS AGREEMENT is made on the date stated on the online registration form BETWEEN The Professional Communications Group, Inc. a company incorporated in British Columbia, Canada under incorporation number BC0765680 and the registered office of which is situate at 2185 Cliffwood Road, North Vancouver Canada (trading as PROCOM) and hereafter known as “PROCOM” and the Client referred to on the Online Registrattion Form as the “the Client”.

1. The parties agree as follows: -

a.) PROCOM shall provide to the Client a transcription service with voice data sent for transcription by the Client being returned by single or multiple download program.

b.) PROCOM shall ensure that all data sent by the Client for transcription is kept confidential via secure ftp transfer of files.

c.) The Client shall pay for the services provided by PROCOM as set out on the Invocie Form and in accordance with the following additional terms:-

• Payment shall be made in full by the Client within fourteen days from the date of invoice;
• Interest shall be charged on late payments at the rate of 10% per annum;
• Payments shall be made in full without deduction. Any claim, discount, refund or liability of PROCOM shall be dealt with as a separate matter.

d.) Once the client has been approve. The client can now start to download and install the “Multiple Upload and Download Software” (free of charge) available at the client main page after logging-in. The processes of download and installation are included in the package.

e.) All charges quoted on the Invoice Form are exclusive of Goods and Services Tax which shall be added to any sums payable under the terms of this Agreement.

f.) The Client shall ensure that suitable equipment including a computer, a modem or other acceptable data transfer method, access to telephone line, an email facility and Microsoft Word are available for the use of the Client such equipment and software to be subject to the approval of PROCOM.

g.) In the event that the Client wishes to use its own standardised formats for correspondence, pleadings, statements, reports or any other documents the same may, if so requested be adopted by PROCOM for use. Should the Client require its own systems adapted by the creation of macros and other programming routines then an additional charge will be made.

h.) It shall be the duty of the Client to check the content quality and accuracy of all transcribed work. PROCOM will not be liable for any errors, omissions, liabilities, losses or claims arising in this respect.

i.) The Client shall ensure that Virus Detection Software is installed on its computers and agrees that it will not hold PROCOM responsible for any damage caused to its systems, software or data arising from virus related or other such problems.

j.)The Client agrees to PROCOM naming the client as a client.

2. Termination: -

a.) The Client may terminate this Agreement with PROCOM on the cessation of use of its services if charged on a per usage basis or on writing to PROCOM at its registered office address if paying on a periodic basis with such termination effective from 1 calendar month after receipt of such written notice or on conclusion of any outstanding transcription, whichever is the later. The notice terminating the agreement will only be effective if the Client has performed all of its obligations hereunder.

b.) PROCOM may terminate this Agreement immediately upon notice in writing to the Client.

3. Force Majeure

Neither party will be liable to the other by reason of any failure in performance of this Agreement if the failure rises out of acts beyond its control including acts of god, acts of governmental authority, fires, strikes, riots or war or any cause beyond the reasonable control of that party including the absence of staff which is outside the control of the relevant party.

4. Complaints Procedure

The Client shall communicate any complaints, observations or requests to PROCOM by telephone email or by letter addressed to the person from time to time designated by PROCOM for this purpose.

5. Dispute Resolution

All matters in dispute between the parties shall be referred to arbitration. The appointment of an arbitrator shall be agreed by the parties and in the absence of agreement the arbitrator shall be appointed by the President for the time being of the Law Society of British Columbia, Canada . The decision of the arbitration shall be binding on the parties.

6. Jurisdiction

This Agreement is subject to the Laws of British Columbia, Canada and all disputes arising out of this Agreement shall be subject to the exclusive jurisdiction of the Courts of British Columbia, Canada.

7. Amendments

This Agreement shall be subject to regular review by PROCOM. The terms set out herein including those terms as to the level of pricing and the service provided may be varied at any time on one month's notice to the Client. In the event that such a variation is not acceptable to the Client then the Client shall be entitled to terminate this Agreement in accordance with the termination provisions set out herein.