Self-Employed Transcriber Framework Agreement
Contract for services, confidentiality and data processing terms
Version created: 3rd September 2026, review date 3rd September 2027
Security classification – CONFIDENTIAL
Between
(1) TP Transcription Limited, trading as University Transcriptions, of Ty Brith, Llandegla Road, Mold CH7 4QX (the Company); and
(2) (the Contractor).
Background
- The Company supplies transcription and related services to its clients. The Contractor carries on an independent business providing transcription services and may choose whether to accept individual assignments from the Company.
- This Agreement establishes the terms on which assignments may be offered and accepted. It does not oblige the Company to offer work or the Contractor to accept work.
The parties agree as follows.
1. Definitions and interpretation
1.1 In this Agreement:
Applicable Data Protection Law means all data protection and privacy law applying to the Services, including the UK GDPR, the Data Protection Act 2018 and any legislation amending, replacing or supplementing them.
Assignment means a discrete item or batch of work offered by the Company and accepted by the Contractor in writing, by email or through an approved portal.
Client means any client or prospective client of the Company and includes any person on whose behalf that client acts.
Confidential Information means all non-public information relating to the Company, a Client, an Assignment or any identifiable person, in any form, including Protected Material, commercial information, rates, procedures, credentials, research data and the existence or subject matter of an Assignment.
Deliverables means the transcript, notes, time stamps, captions, files and other results required for an Assignment.
Losses means all losses, liabilities, damages, compensation, claims, demands, actions, fines or penalties to the extent lawfully recoverable, and all costs and expenses including legal, professional, forensic, investigation, notification, remediation and regulatory-response costs.
Protected Material means every audio or video recording, transcript, draft, extract, note, screenshot, image, document, personal data, access credential and other file or information supplied, accessed or created in connection with the Services.
Prohibited AI Use has the meaning given in clause 10.
Services means the transcription and related services provided under an Assignment.
1.2 References to writing include email and approved portal messages. References to legislation include amendments and replacements. Including and similar expressions are illustrative and do not limit the preceding words.
2. Framework and individual assignments
2.1 This Agreement is a non-exclusive framework contract for services. It does not create an employment contract, worker relationship, agency, partnership or joint venture.
2.2 The Company is under no obligation to offer any minimum volume, frequency or continuity of work. The Contractor is under no obligation to be available, to request work or to accept any Assignment. No failure to offer or accept work is a breach and neither party must give a reason.
2.3 An indication of availability is for planning only and is not a commitment to accept work. Silence does not amount to acceptance.
2.4 Each accepted Assignment forms a separate contract for services incorporating this Agreement, the relevant Assignment details, the NDA and any applicable written specification. The Assignment details will normally state the files, required format, deadline, rate and any client-specific requirements.
2.5 The Contractor may withdraw before accepting an Assignment. Once accepted, the Contractor must complete it by the agreed deadline unless the Company agrees otherwise. The Company may reallocate an Assignment where reasonably necessary to protect a deadline, Client requirement, confidentiality or data security.
2.6 Nothing in this Agreement guarantees that any series of Assignments will continue or become regular. A course of dealing does not create an obligation to offer or accept future work.
3. Independent business and self-employed status
3.1 The Contractor provides the Services as an independent business on the Contractor's own account and is responsible for the success or failure of that business.
3.2 Subject to the agreed Deliverables, deadline, law, confidentiality, information security and Client requirements, the Contractor decides the manner, sequence, time and place of performing the Services. The Company may specify the result required and quality or formatting standards but does not supervise the Contractor or control the method of work.
3.3 The Contractor has no fixed hours and no obligation to attend the Company's premises. The Contractor supplies and maintains at the Contractor's expense all equipment, software, internet access, workspace and consumables needed for the Services, except any access system the Company elects to provide.
3.4 The Contractor may provide services to other clients, including while this Agreement is in force, provided this does not cause a conflict of interest, misuse Confidential Information or prevent performance of an accepted Assignment.
3.5 The Contractor bears the cost of correcting defective work, carries the risk of non-payment for work that materially fails the agreed requirements, may organise the business to make a profit and is responsible for business expenses and insurance.
3.6 The Contractor is not integrated into the Company's organisation, has no managerial authority over Company personnel, must not represent that the Contractor is an employee or agent, and has no authority to bind the Company or incur expenditure on its behalf.
3.7 The Contractor is not entitled to salary, pension, holiday pay, sick pay, redundancy pay, minimum hours or any other employee or worker benefit. The Contractor is responsible for registering as self-employed or operating through an appropriate business vehicle and for all income tax, National Insurance contributions, VAT and other liabilities arising from the fees.
3.8 The Contractor must indemnify the Company against tax, National Insurance, employment-related payments, interest, penalties and reasonable costs assessed against the Company because of the Contractor's failure to account for liabilities for which the Contractor is legally responsible, except to the extent caused by the Company's own default.
3.9 The parties intend these terms to describe their genuine working arrangements and will operate them in practice. Neither party will require or knowingly permit a working practice inconsistent with this clause. Employment and tax status remain questions of law and fact and cannot be guaranteed merely by the label used in this Agreement.
4. Substitution and assistance
4.1 The Contractor has a genuine right, at the Contractor's own cost, to appoint a suitably skilled substitute to perform all or part of an Assignment, subject only to the safeguards in this clause.
4.2 Before any substitute accesses Protected Material, the Contractor must identify the substitute to the Company and obtain the Company's written authorisation. The substitute must have appropriate competence, pass any objectively necessary identity, conflict, security or Client checks, and sign confidentiality, data protection and AI-prohibition obligations no less protective than this Agreement and the NDA.
4.3 The Company may refuse or withdraw authorisation only on reasonable grounds connected with competence, capacity, conflict, law, data protection, information security, insurance or an upstream Client restriction. The Company will not require personal performance merely as a matter of preference.
4.4 The Contractor selects, instructs and pays the substitute, remains responsible for the Deliverables and for every act and omission of the substitute, and must ensure the substitute follows all relevant Assignment instructions. The Company has no obligation to pay the substitute.
4.5 No other subcontracting, assistance, sharing of credentials or access by another person is permitted. Authorisation under this clause also constitutes the specific authorisation required for a sub-processor only for the named person and Assignment.
5. Standards, corrections and conflicts
5.1 The Contractor must perform each accepted Assignment with reasonable skill and care, in a professional manner, by the deadline and in accordance with the written specification, lawful Client requirements and Company quality standards notified before or during the Assignment.
5.2 Requirements concerning accuracy, house style, verbatim level, speaker identification, time stamps, file naming, secure delivery and handling of unclear speech define the Deliverables and do not give the Company control over the Contractor's manner of working.
5.3 The Contractor must promptly raise unclear instructions, a conflict of interest, corrupt or incomplete files, unexpectedly poor audio, security concerns or any matter likely to affect accuracy or timing.
5.4 If work does not meet the agreed standard, the Contractor must correct it promptly and at the Contractor's own cost. The Company may withhold or reduce the fee for materially defective, late or incomplete work, after giving the Contractor a reasonable opportunity to explain or correct where circumstances permit.
5.5 The Contractor must not contact a Client, recording participant, research participant, witness, patient, student or other data subject about an Assignment unless expressly instructed by the Company.
6. Fees, invoices and expenses
6.1 The fee for each Assignment will be agreed before acceptance, usually by reference to the Company's current rate schedule and the type, length, urgency and complexity of the work. The Contractor is free to decline the offered fee.
6.2 The Contractor must submit an accurate invoice in the form and by the cut-off notified by the Company. Subject to receipt by that cut-off, the Company normally pays approved invoices on the last Thursday of the month; an invoice received late may be moved to the next payment cycle.
6.3 Fees are exclusive of VAT where lawfully chargeable. The Contractor bears all expenses unless the Company has approved a specific expense in writing before it is incurred.
6.4 The Company may set off against sums due any undisputed amount or amount finally determined to be due from the Contractor. Payment does not waive any quality, confidentiality or data protection claim.
7. Confidentiality and restricted disclosure
7.1 The NDA signed with this Agreement is incorporated into and forms part of it. If there is inconsistency, the term providing greater protection to Confidential Information, Protected Material or personal data prevails.
7.2 The Contractor must use Confidential Information and Protected Material only to perform the relevant Assignment and must not disclose, publish, copy, sell, license, demonstrate, discuss or otherwise make it available to any third party except an authorised substitute complying with clause 4.
7.3 The prohibition includes disclosure to family, friends, colleagues, online communities, other clients, software suppliers, cloud services, file-transfer services, transcription platforms, AI providers and any person not expressly authorised by the Company.
7.4 The Contractor must not use Protected Material for training, testing, benchmarking, portfolio examples, teaching, research, product improvement or any purpose unrelated to the Assignment, even if names appear to have been removed.
7.5 Confidentiality continues after completion and termination. Trade secrets remain protected indefinitely. Other Confidential Information remains protected until it lawfully enters the public domain through no breach by the Contractor. Personal data remains protected for as long as it is held.
8. Data protection: processor and sub-processor terms
8.1 For personal data processed in providing the Services, the Company may act as controller or as processor for a Client. The Contractor acts only as the Company's processor or authorised sub-processor and must comply with Applicable Data Protection Law and Schedule 2.
8.2 The Contractor must process personal data only on the Company's documented instructions, including instructions about access, transfer, retention and deletion, unless UK law requires otherwise. If law requires other processing, the Contractor must inform the Company before processing unless the law prohibits notice.
8.3 The Contractor must ensure that every authorised person is bound by confidentiality, implement the security measures in Schedule 3, and not transfer personal data outside the United Kingdom or access it from another country without prior written authorisation and a lawful transfer mechanism.
8.4 The Contractor must not appoint a sub-processor except under clause 4, must impose equivalent written obligations on each authorised substitute and remains fully liable for that substitute.
8.5 Taking account of the nature of processing, the Contractor must assist the Company promptly and without additional charge with data subject requests, security enquiries, breach assessment and notification, data protection impact assessments, prior consultation with regulators and demonstration of compliance.
8.6 The Contractor must immediately forward any data subject request, complaint, regulator contact or legal demand concerning Protected Material and must not respond except on the Company's written instructions unless legally required.
8.7 At the Company's choice and whenever instructed, the Contractor must securely return or delete personal data and all copies, including temporary files and backups, unless UK law requires retention. Where immediate deletion from a protected backup is technically impossible, the data must be put permanently beyond use and deleted at the next cycle.
8.8 The Contractor must provide information reasonably required to demonstrate compliance and allow proportionate audits and inspections by the Company, a Client or their appointed auditor on reasonable notice, or immediately following a suspected breach. Audits will be limited to systems, records and locations relevant to the Services and conducted so far as practicable to minimise unnecessary intrusion.
8.9 If the Contractor processes personal data outside the Company's instructions, the Contractor bears responsibility for that processing and may become a controller in respect of it under Applicable Data Protection Law.
9. Security incidents and personal data breaches
9.1 The Contractor must notify the Company without undue delay and in any event within two hours after becoming aware of any actual or suspected loss, unauthorised access, disclosure, alteration, corruption, malware event, credential compromise, misdirection, prohibited processing or inability to account for Protected Material.
9.2 Notification must be made through the urgent contact method notified by the Company and include all then-known facts: affected files and people, timing, systems and recipients, likely consequences, containment steps and a contact for follow-up. Lack of complete information is not a reason to delay the first notice.
9.3 The Contractor must immediately contain the incident, preserve relevant evidence and logs, follow the Company's reasonable directions, provide continuing updates, assist with forensic investigation, recovery, notifications and regulator or Client enquiries, and must not make any public statement or contact an affected person without written authorisation unless law requires it.
9.4 The Contractor must not conceal, minimise, delete evidence of or privately resolve an incident. The Company decides, acting in accordance with law and any upstream Client instructions, whether notification to a Client, data subject, insurer, the ICO or another regulator is required.
10. Absolute prohibition on AI and automated transcription
10.1 The Contractor must ensure the Deliverables are produced by human transcription and must not carry out, attempt, permit or procure any Prohibited AI Use.
10.2 Prohibited AI Use means submitting, uploading, transmitting, pasting, playing, dictating, exposing or otherwise making any Protected Material available to, or processing it with, any artificial intelligence, machine-learning or automated content-processing system, whether online, cloud-based, locally installed, built into another product, free or paid.
10.3 The prohibition includes automated speech recognition, automatic transcription, generative AI, large language models, chatbots, AI writing or editing assistants, AI translation, summarisation, paraphrasing, speaker analysis, content generation and any tool that retains, learns from, trains on, analyses or sends Protected Material to a third party.
10.4 The prohibition applies to recordings, video, transcripts, drafts, extracts, single sentences, names, screenshots, prompts, queries and anonymised or pseudonymised versions. Removing names does not authorise use.
10.5 Ordinary offline word-processing, non-AI spellchecking and playback software may be used only where it does not transmit Protected Material externally. No exception applies merely because a supplier says that data is encrypted, private, not used for training, deleted later or processed in the UK.
10.6 An AI or automated tool may be used only if the Company gives express prior written approval identifying the tool, purpose, Assignment and conditions. General approval, previous approval or the tool's inclusion in common software is not sufficient.
10.7 The Contractor must configure devices and software to prevent automatic AI features, cloud transcription, content analysis or model training from processing Protected Material and must check for such features before starting each Assignment.
10.8 The Contractor warrants that each Deliverable has been produced without Prohibited AI Use and must, on request, give a written certification and reasonable information about the software and process used. The Contractor must ensure the same of every authorised substitute.
10.9 If the Company has reasonable grounds to suspect Prohibited AI Use, it may immediately suspend access, withhold the affected work and fees pending investigation, require preservation and disclosure of relevant records, and notify a Client or regulator where reasonably necessary. The Contractor must cooperate fully.
10.10 Any Prohibited AI Use is a material and irremediable breach, whether deliberate, reckless or inadvertent. If Prohibited AI Use is admitted or established on the balance of probabilities, the Company may immediately terminate this Agreement and any Assignment, reject the affected Deliverables, require repayment of all fees paid for affected work, require secure deletion, and take any protective or legal action available.
10.11 The Contractor is liable for and must indemnify and keep indemnified the Company on demand against all Losses, howsoever caused or incurred, arising out of or in connection with Prohibited AI Use. This expressly includes: data protection breach and incident-response costs; forensic investigation; re-transcription and quality-review costs; Client refunds, credits and compensation; claims by Clients and data subjects; legal and professional fees; increased insurance costs; ICO and other regulator investigation, response, notification, enforcement and defence costs; administrative fines and penalties to the extent lawfully recoverable; loss, suspension, termination or non-renewal of any contract; and loss of revenue, profit, business, opportunity, goodwill or reputation.
10.12 The indemnity in clause 10.11 applies to direct, indirect and consequential Losses, whether or not foreseeable when this Agreement was made, is not limited by any cap or exclusion elsewhere in this Agreement, and survives completion, expiry and termination.
11. Intellectual property
11.1 The Contractor assigns to the Company with full title guarantee, by way of present assignment of present and future rights, all intellectual property rights in the Deliverables immediately on creation, for the full term of those rights and all renewals and extensions, throughout the world.
11.2 The Contractor must execute documents and do acts reasonably required to confirm or perfect the assignment. The Contractor irrevocably waives, to the extent permitted by law, all moral rights in the Deliverables.
11.3 No right is granted to retain, reuse, publish or include a Deliverable in a portfolio. The Contractor warrants that the Deliverables are original to the Contractor except for material supplied by the Company and do not infringe third-party rights.
12. Indemnities and liability
12.1 The Contractor is responsible for and must indemnify the Company against Losses arising from the Contractor's breach of confidentiality, data protection, information security, intellectual property or clause 4, and from fraud, wilful misconduct or unlawful acts by the Contractor or an authorised substitute.
12.2 Clause 12.1 is in addition to the specific unlimited AI indemnity in clause 10 and does not reduce it.
12.3 Nothing limits liability that cannot lawfully be limited, including liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation.
12.4 Subject to clause 12.3, the Company's total aggregate liability arising out of an Assignment is limited to the fees paid or payable for that Assignment. The Company is not liable for the Contractor's loss of profit, revenue, business, opportunity, goodwill, anticipated savings or any indirect or consequential loss.
12.5 The Contractor must maintain any insurance required by law and any reasonable professional indemnity or cyber insurance requirement notified before accepting an Assignment.
13. Term and termination
13.1 This Agreement begins on the Effective Date and continues until either party gives 14 days' written notice. Termination of the framework does not itself cancel an accepted Assignment unless the parties agree or another term permits cancellation.
13.2 The Company may terminate immediately and suspend access if the Contractor commits a material breach; breaches clause 4, 7, 8, 9 or 10; repeatedly delivers late or defective work; acts dishonestly; creates a material security or reputational risk; becomes insolvent; or fails to remedy a remediable breach within the period reasonably specified.
13.3 On termination or request, the Contractor must stop representing any association with the Company, return or delete Protected Material and credentials, complete any incident cooperation, submit any proper final invoice and provide a deletion certificate if requested.
13.4 Clauses intended by nature to continue survive termination, including confidentiality, data protection, AI prohibition and consequences, intellectual property, indemnities, liability, deletion, audit, governing law and accrued rights.
14. Policies and changes
14.1 The Contractor must comply with relevant Company policies made available at https://www.tptranscription.co.uk/company-policies/ and any Client-specific instructions supplied for an Assignment.
14.2 The Company may update operational, quality, confidentiality and security policies on reasonable notice, or immediately where necessary to respond to law, a security risk or Client requirement. A policy does not amend the fundamental self-employed framework, fees for an accepted Assignment or liability terms unless agreed in writing.
14.3 The Contractor must review notified updates before accepting further Assignments and must say promptly if unable to comply.
15. General
15.1 This Agreement, the NDA, the schedules and each accepted Assignment contain the entire agreement about their subject matter and supersede earlier discussions and arrangements. A variation must be in writing and agreed by both parties, except a policy update permitted by clause 14.
15.2 If there is conflict, the order of priority is: an express data protection or security requirement imposed by law or an upstream Client; the NDA; this Agreement; the Assignment details; and general policies, except that a later document prevails where it expressly identifies and varies the earlier term.
15.3 The Contractor may not assign this Agreement. The Company may assign it to a group company or purchaser of the relevant business on written notice. The substitution right in clause 4 is not an assignment.
15.4 A failure or delay to exercise a right is not a waiver. If any provision is invalid or unenforceable, it will be modified to the minimum extent necessary and the remainder continues.
15.5 Notices must be sent by email to the usual business contact or any replacement address notified in writing. A notice is deemed received when sent without a delivery failure, if sent before 5pm on a business day, otherwise on the next business day.
15.6 Except where expressly stated, a person who is not a party has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce this Agreement.
15.7 This Agreement and any non-contractual dispute are governed by the law of England and Wales. The courts of England and Wales have exclusive jurisdiction.
Schedule 1 - Assignment particulars
The following information may be recorded in an allocation email or approved portal rather than signed separately.
Assignment reference:
Files / approximate duration:
Deliverables and format:
Deadline:
Agreed fee / rate:
Client-specific house style:
Security or location restrictions:
Approved substitute (if any):
Authorised software exception (if any):
Schedule 2 - Details of processing
Subject matter: Access to and handling of recordings and associated materials for human transcription and closely related Deliverables.
Duration: For the term of each Assignment and only until return or secure deletion is required under the Company's instructions.
Nature and purpose: Secure receipt, download where authorised, playback, manual transcription, formatting, time stamping, authorised quality checking, secure return and deletion. No analytics, training, profiling, independent research or AI processing.
Types of personal data: Names, contact and identity details; voices and images; employment, education, financial and research information; opinions and interview responses; device or file metadata; and any other information contained in recordings or source documents.
Special category and criminal offence data: Assignments may contain health, disability, racial or ethnic origin, religion, political opinions, trade union membership, sex life or sexual orientation, genetic or biometric information, allegations, convictions, court, police or safeguarding information.
Categories of data subject: Clients and their personnel; research participants; interviewees; students; academics; patients; service users; children or vulnerable people; witnesses; legal professionals; parties to proceedings; suspects; victims; employees; job candidates; customers and other persons mentioned in source material.
Company rights and instructions: The Company or its upstream Client determines the purpose and essential means, may issue documented instructions, verify compliance, authorise or refuse sub-processing, require assistance, audit relevant processing and require return or deletion.
Schedule 3 - Minimum information security requirements
- use only devices and user accounts controlled by the Contractor and protected by a strong unique password or passphrase, automatic screen locking and, where available, multi-factor authentication;
- use a currently supported operating system, promptly apply security updates, maintain active anti-malware protection and use a firewall;
- use full-disk encryption on every device or storage medium containing Protected Material;
- work in a private environment, use headphones where others may overhear, and prevent family members, household members and other unauthorised persons from seeing or hearing Protected Material;
- access and transfer Protected Material only through methods approved by the Company, and never through a personal email account, consumer messaging service, unapproved file-transfer site or social-media platform;
- disable or prevent unapproved cloud synchronisation, cloud backup, voice assistant, screen capture, telemetry or other external transmission of Protected Material;
- store only the minimum material needed for the Assignment, never use a shared or public computer, and never copy material to an unencrypted portable drive;
- not print Protected Material unless the Company gives prior written permission; any authorised printout must be kept locked away and securely shredded when no longer required;
- keep credentials confidential, report any suspected credential compromise immediately and never allow another person to use the Contractor's access;
- keep the work area, equipment and files physically secure and take reasonable precautions against theft, loss, accidental disclosure, malware and unauthorised access; and
- securely delete all local and temporary copies, downloads, caches, recycle-bin copies and authorised backups when instructed, and confirm deletion in writing if requested.
The obligations in clauses 7 to 10 and Schedule 3 are minimum standards. The Contractor must also comply with any assignment-specific security instruction and promptly implement any reasonable security measure required by the Company or an upstream client.
