Background
Winscribe, a New Zealand-based business with a growing UK presence, is the global market leader in digital dictation and speech recognition software.
The company had developed a new transcription service, and was negotiating a contract to provide this to the NHS. As the new offering involved manual transcription, there were a number of risk factors to assess and mitigate – heightened by the responsibility of servicing the medical profession.
Winscribe asked us to draft and review its agreements, both with the NHS and the Philippines-based third-party provider to whom it subcontracted transcriptions.
Our involvement
Winscribe needed to ensure both agreements were consistent and its own position was legally secure. The company’s two primary concerns were: data protection, as the audio files contained personal data that needed to be handled lawfully; and human error in transcriptions, which in a worst-case scenario, could have a potentially fatal impact on patients.
We assessed the terms of Winscribe’s own contract to make it suitable for working with the NHS. We then created a services agreement for use with the NHS and incorporated Winscribe’s amended terms. Due to the fixed nature of NHS procurement services, its terms typically supersede those of any service providers. However, in this case it was critical Winscribe incorporated its own terms to protect itself contractually.
In the amended agreement, we created terms to ensure the NHS accepted responsibility for checking the content and accuracy of dictated material – therefore ensuring greater protection for Winscribe.
We also provided the business with a comprehensive data protection agreement, drawing on expertise from Thrings Partner and data protection specialist, Graeme Fearon.
For its outsourcing contract, we reviewed and amended the terms of contract to further protect Winscribe’s position. We also clarified the legal implications of outsourcing this project, ensuring the business understood its own obligations, areas of exposure and potential liabilities.
The outcome
Winscribe’s transcription service is a significant new offering with considerable market opportunities. We provided a contractual template that can be used as a foundation for future partnerships as Winscribe’s business continues to grow.
We also provided a range of risk mitigation measures, and achieved an acceptable compromise and level of risk exposure for Winscribe – both in its relationships with its customer and outsourcing partner.
We were thrilled to support our long-standing client in this business-critical venture, helping them navigate exciting growth opportunities from a position of legal security.
For further commentary on this case, or to discuss any commercial-related issue, please contact a member of Thrings' Commercial team.
