The Standard Terms and Conditions of the translation services
Definitions:
For the purpose of these Terms and Conditions “the Company”, “we”, “our” or “us” refers to Tradberry Language Solutions Ltd (company no. 12574051) and “Client” or “you” represents the company, firm, body, organisation, or person contracting Tradberry Language Solutions Ltd to undertake service(s) on its behalf.
“Agreement” is defined as the agreement between the Client and the Company governed by the Terms and Conditions.
“Terms and Conditions” means these terms and conditions.
“Order” means a confirmed request by you for our Services.
“Services” means translation services performed by us for you.
“Work materials” means any information communicated or transmitted to us by you in order to perform the Services provided herein.
“Confidential Information” means information (in any form) which is confidential either to you or to us and which either you disclose to us or we disclose to you in connection with the Services.
In submitting an Order, the Client enters into a binding Agreement with the Company, covered by the following Terms and Conditions:
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APPLICATION
No terms or conditions other than those set out herein nor any variation thereof shall be binding on the Company unless otherwise specifically agreed in writing by a director of the Company. These Terms and Conditions shall be incorporated in every quotation, acceptance and contract for work by us subject to the foregoing; any terms or conditions proposed by the Client are hereby excluded.
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INTENDED USE OF TRANSLATION SERVICES
2.1 The Client shall clearly indicate in writing the intended use of the translation.
2.2 Should a Client wish to use a translation for any other purpose than that for which it was originally supplied, the Client shall obtain confirmation in writing from the Company that the translation is suitable for the intended new purpose. The Company reserves the right to amend and adapt, at the cost of the Client, the previously supplied translation, if necessary, for its new purpose.
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QUOTES
3.1. Quotations are not binding on the Company and are given subject to confirmation by the Company upon receipt of the Client’s order. No Agreement shall be concluded until such confirmation is given. Written quotations remain valid for 15 days after dispatch unless otherwise stated. The cost of translation is based upon the number of words of text in the source language unless otherwise agreed in writing.
3.2. Quotations are given on the basis of the Client’s description of the source material, the purpose of the translation and any other instructions. Such quotations may be amended at any time if, in our opinion, the description of the source materials is materially inadequate or inaccurate.
3.3. The company reserves the right to make an additional charge to the quoted amount, if after commencement of translation, changes to the source text are advised by the Client. Such charge will be agreed with the Client.
3.4. The Contract shall come into force on receipt of your purchase order, confirmation of a quotation or any other such confirmation by you for us to go ahead with the Work and on the commencement of the Work to be provided by us.
3.5. With regards to the translation and officialisation of documents (certification, affidavit, notarisation, apostilling, etc.) it is the express responsibility of the Client to ascertain with the relevant authority what level of officialisation is appropriate for the use to which the translation will be put.
4. PAYMENT
4.1 Unless otherwise stated, prices are in sterling (GBP) and are exclusive of value added tax and any other tax or duty. We shall invoice you for all appropriate taxes and expenses for which we are liable to collect. The Client shall be liable to pay any penalties or interest on such taxes which are payable by us as a result of your delay in paying such taxes.
4.2 Payments for all Work shall be made within 30 (thirty) days of invoice date unless specifically agreed in writing by the Company, although in some circumstances payment or part payment may be requested prior to the commencement of the work.
4.3 Where the work is being provided in stages and/or over a period of time of more than 30 (thirty) days, we reserve the right to invoice you upon completion of each stage of the work or at monthly intervals.
4.4 Failure to pay any invoice in accordance with the foregoing terms or other terms specified in the Contract or agreed in writing shall entitle us to suspend further work both on the same order and on any other order from you without prejudice to any other right we may have.
4.5 In the event that payment due has not been received at the agreed time, an administration charge of £50 will be applied after 60 days and a further £50 after 90 days. Should it prove necessary for us to engage the services of debt recovery agents, a surcharge equalling the fees of such agents will be applied to the outstanding amount unpaid to recover the costs.
5. COMPLETION OF WORK
5.1 A date agreed by the Company for delivery is given and intended as an estimate only. The Company will make every endeavour to meet such an estimated date but shall not be liable to make good any damage or loss, whether arising directly or indirectly out of its failure to meet such estimated date. Whilst we shall make every reasonable effort to meet the Client’s requirements, late delivery shall not entitle the Client to withhold payment for Services provided.
5.2 Work will normally be dispatched to the Client by electronic mail as an electronic file (Word, rtf, pdf, MP3, wav, etc.) or to be accessed through another electronic/digital means. In the event that the Client requires Work to be supplied in hard copy by post, the Company cannot be held responsible for delays in supply or for any failure in the fulfilment of supply caused by the postal system.
5.3 Should completion of Work be necessary sooner than the normal time required for its proper production, the Company reserves the right to charge supplementary urgency rates to cover any overtime requirements or additional expenses. Should any other additional costs be incurred, The Company is entitled to charge for these as well.
5.4 The Company accepts no liability for the consequences of any delay in completion of Work caused by the Client for whatever reason and in this event any agreed deadlines or delivery schedules will automatically cease to be valid and new dates must be negotiated and agreed.
5.5 The Company reserves the right to sub-contract all or part of the work to a contractor(s) of its choice. We will not be liable in any circumstances for the consequences of failure to deliver or perform if the delay or failure is due to the non-delivery or non-performance by its sub-contractors. In case of Force Majeure (Strike, Lockout, Industrial Dispute, Civil Commotion, Natural Disaster, Acts of War and any other situation which can be shown to have materially affected the Company’s ability to deal with the order from the Client) the Company shall notify the Client without delay, indicating the circumstances. Force Majeure shall entitle both the Company and the Client to cancel the order but, in any event, the Client undertakes to pay the Company for work already completed. The Company will assist the Client, to the best of its ability, to complete their order.
5.6 With regards to certified, legalised, notarised or any other form of ‘official’ translation the Company expects the Client to meticulously check the translation provided in electronic form before the Company will release any hard copy documentation for use. Any amendments, changes, corrections, etc., will be checked by the Company and its linguistic professionals and then, if acceptable and agreed, the document will be updated. This process may involve numerous rounds of checking and input by the Client.
5.7 As is customary, we are very careful in ensuring that the Job is accurate and reflects the text in the original documents. Please note that we do not perform any ‘editing’ or ‘re-writing’, this means that no text is either added, modified or removed from the original documents.
5.8 We are not responsible for the genuineness of the original works and/or documents supplied to us by the client.
5.9 Before we certify the translation, we send a draft by email to the client for approval. The approval time-frame is limited to 7 calendar days, which means that the client should send us their suggested changes within 7 calendar days from the date we send the draft. If we do not receive the suggested changes form the client within 7 days, then the order will be closed. Please note that any requested changes after the 7 days will be subject to new order and additional fees.
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DELIVERY
6.1 The Company will not be liable in any circumstances for the consequences of any delay in delivery or performance or failure to deliver or perform or if any delay or failure is due to late delivery or performance or non-delivery or non-performance by suppliers or subcontractors, shortage of labour, an act of God, fire, flood, inclement or exceptional weather conditions, industrial action, hostilities, governmental order or intervention (whether or not having the force of law) or any other cause whatever beyond our control or of an unexpected or exceptional nature.
6.2 Delivery is deemed to have taken place on posting, faxing or electronic delivery to a carrier, as the case may be, and the responsibility shall pass to the Client.
6.3 However, the Company will retain a copy of the files and, should there be any loss or damage, will forward a further copy free of charge.
6.4 When the Client requires the Company to utilise a third party such as but not limited to a Notary Public, Solicitor, or the Foreign and Commonwealth Office, the Company cannot be held responsible for any delay in delivery or non-performance of these third parties.
7. CANCELLATION AND SUSPENSION
If the Client for any reason cancels or suspends work which has been commissioned, charges will be payable for all the completed work up to the cancellation or suspension date and for all other costs and expenses which may accrue as a result of such cancellation.
8. LIABILITY
8.1 The Company shall be relieved of all liability for obligations incurred to the Client wherever and to the extent of which the fulfilment of such obligation is beyond its control.
8.2 A complaint by the Client in respect of any Work shall be notified to the Company in writing within 7 (seven) days of the receipt of the Work by the Client. Following completion of a project, the Company agrees to rectify at no charge to the client any inaccuracies, errors or omissions which are at the fault of the Company. Our liability will be no more than to rectify any such alleged inaccuracies, errors or omissions that we feel to be justified, to our satisfaction. The Client shall always give the Company the opportunity to make right any alleged issues within the translation. At no time will such allegations delay payment.
8.3 The Company shall not be liable to the Client or any third party in any circumstances whatsoever for any consequential loss or damage of any kind (including loss of profit, business, contracts, revenue, damage to reputation or goodwill, anticipated savings, and or any other indirect or consequential loss or damage whatsoever) resulting from the use of Work which exceeds the contract price for the Work supplied, and the Client shall indemnify the Company against all claims and demands upon the Company for any such consequential loss or damage.
8.4 No terms, conditions or warranties, whether express or implied, about the quality or fitness for purpose of the Work shall be incorporated unless expressly set out in this Contract.
8.5 Whilst the Company undertakes to use its best endeavours to produce an accurate and idiomatic translation of the Client’s original text, the Client must accept that a translation reads differently from good original writing and no liability is accepted by the Company for any alleged lack of advertising or sales impact or any other issue.
8.6 For publication – we shall not be responsible for any errors or omissions in the final proof unless it is submitted to us for a final check prior to going to print. All figures and codes will be left for the Client to check and we will not be responsible for any errors in the figures.
(iv) Where the Services provides proofs or texts to be submitted to the Client for approval, the Company shall not be liable for any errors not corrected by the Client or any amendments or modifications made by the Client in the proofs or texts so submitted.
8.7 The Company will not accept any liability for any work submitted on an urgent basis. Should such completion of work necessitate overtime being worked or other additional costs being incurred, a charge will be made to cover the increased cost.
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COMPLAINTS AND DISPUTES
9.1 Failure by the Company to meet agreed order requirements or to provide a Service which is fit for its stated purpose shall entitle the Client to:
- reduce, with the Company’s consent, the fee payable for work done by a sum equal to the reasonable cost necessary to remedy the deficiencies, and/or
- cancel any further instalments of work being undertaken by the Company. Such entitlement shall only apply after the Company has been given one opportunity to bring the work up to the required standard.
9.2 The entitlement referred to in clause 9.1, shall not apply unless the Company has been notified in writing of all alleged defects.
9.3 Any complaint in connection with a Translation Service shall be notified to the Company by the Client (or vice-versa) within 7 (seven) calendar days of the date of delivery of the Translation. If the Parties are unable to resolve the complaint, the matter may be referred by either Party to the Association of Translation Companies. Such referral shall be made no later than one month from the date on which the original complaint was made.
9.4 If a dispute cannot be resolved amicably between the Parties, or if either Party refuses to accept arbitration, the Parties shall be subject to the exclusive jurisdiction of the Courts of England and Wales. In any event this Agreement shall be construed in accordance with English law.
10. ILLEGAL MATTERS
The Client warrants that the required translation does not infringe any copyright or other proprietary right nor does it contain anything of an obscene, blasphemous or libelous nature and shall indemnify the Company in respect of all actions, claims, proceedings, costs and damages incurred or awarded and paid in respect of, or arising out of, any breach of such warranty or out of any claim by a third party based on any facts which, if substantiated, would constitute a breach of such warranty.
11. USE OF TRANSLATORS, OTHER LANGUAGE PROFESSIONALS AND SUPPLIERS
Unless otherwise and expressly agreed by the Company in writing, the Client (which for the purposes of this clause includes any associated companies, their or your employees, directors, principals or shareholders, etc.) shall not, for a period of two years after termination of the Contract, either directly or indirectly, on your own account or for any other person, firm or company, solicit, employ, endeavour to entice away from the Company or use the services of a translator, interpreter or other language professional or supplier who has provided Work to the Client on behalf of the Company under the Contract. In the event of a breach under this clause, the Client agrees to pay the Company an amount equal to the aggregate remuneration paid by the Company to the translator, other language professionals or suppliers for the 3 (three) years prior to the date on which you employed or used the services of the translator, interpreter or other language professional or supplier.
12. COPYRIGHT
The Copyright of the translation is the property of the Company and will be passed on to the Client only after full payment has been received for the translation. The Client hereby agrees to grant us (and our sub-contractors) a licence to store and use the work materials for the duration of the Agreement and for the purposes of service provision.
13. CONFIDENTIALITY
13.1 Both parties agree not to use nor disclose to third persons any of the other party’s Confidential Information subject to clause 13.2, and in order for us to provide the Services.
13.2 Either party may disclose Confidential Information of the other:
(i) When required to do so by law or any regulatory authority, provided that party required to disclose the Confidential Information, where practicable and legitimate to do so:
(a) Promptly notifies the owner of any such requirement; and
(b) Co-operates with the owner regarding the manner, scope or timing of such disclosure or any action the owner may take to challenge the validity of such requirement.
(ii) To its (or any of its associated company’s) personnel, sub-contractor’s personnel or any person whose duties reasonably require such disclosure, on condition that the party making such disclosure ensures that each such person to whom such disclosure is made:
(a) Is informed of the obligations of confidentiality under these Terms and Conditions; and
(b) Complies with those obligations as if they were bound by them.
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DATA PROTECTION
14.1 Each party shall ensure that in the performance of its obligations under these Terms and Conditions it will at all times comply with the relevant provisions of the Data Protection Act 1998.
14.2 The Company acknowledges that if we are required to process any data in the course of providing the Work we shall do so only on Client instructions.