Subject to the provisions contained herein, these Terms and Conditions shall form the basis on which We shall provide the Services to You. 1. DEFINITIONS Under these terms and conditions the following terms and their respective meanings shall apply: - “Confidential Information” shall mean 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.
2. APPLICABILITY 2.1 We reserve the right to accept or reject any Order for any reason. 2.2 These Terms and Conditions constitute a legally binding Contract and are deemed to apply in all contractual relationships between Us and You regarding Services rendered or to be rendered by Us, and, subject to the provisions of clause 2.3, shall take precedence over all other conditions. 2.3 In the event that You enter into a Service Level Agreement with Us these terms and conditions shall incorporate and are to be read in conjunction with the terms contained within the Service Level Agreement and the provisions of the Service Level Agreement shall take precedence over the provisions of these terms and conditions in the event of any ambiguity or conflict arising between the provisions. 2.4 In respect of any Order requested by means of Our Quotation You acknowledge and agree that You shall be bound by the terms and conditions contained therein and subject to the provisions of clause 2.1 acceptance shall take place upon receipt by Us from You of the signed Quotation. 2.5 In respect of any Order requested by means other than Our Quotation, upon receipt of such an Order We shall forward Our Order Confirmation Form. You acknowledge and Agree that You shall be bound by the terms and conditions contained therein, and subject to the provisions of clause 2.1 acceptance shall take place upon receipt by Us from You of the signed Order Confirmation Form. 2.6 No oral representation or statement shall be binding upon Us, whether as a warranty or otherwise, nor shall anything be implied from any such representation or statement. 2.7 Any variation or amendment to these Terms and Conditions shall be set out in an addendum and signed by You. 2.8 The Court may strike out or override any part of these Terms and Conditions which it deems invalid or unlawful (whether an entire clause or only part of one) and enforce these Terms and Conditions as if the offending part had never been contained in it. 3. TRANSLATION 3.1 Unless specifically requested otherwise by You, translation shall be undertaken for information and understanding only, which is of a high enough standard for use in general correspondence. 3.2 If requested in writing, the translation may be the final document that shall not be subjected to further editing by You and is required for a purpose where the particular rendering of the text is liable to be of consequence. 3.3 Should You wish to use a translation for any purpose other than information and understanding, You shall obtain confirmation from Us that the translation is suitable for the intended new purpose. We accept no liability where a translation is used for a purpose other than information and understanding and reserve Our right to make a further charge for any amendments made necessary by the use of a translation for a new purpose. 3.4 If in Our judgement, the apparent intended purpose is other than information and understanding, We shall communicate with You, whenever possible, before commencing translation in order to clarify the intended purpose. 3.5 Whilst We undertake to use Our best endeavour to produce an accurate and idiomatic translation of the original text, We cannot guarantee to comply with Your subjective preference. 3.6 We shall be under no obligation to indicate or correct errors or omissions in Original Works supplied by You. Furthermore, where the Order provides proofs or texts to be submitted to You for approval, We shall not be liable for any errors not corrected by You or any amendments or modification made by You in the proofs or texts so submitted.
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4. PRICING & QUOTATION 4.1 Prices quoted and/or payable shall be calculated using the estimated source word count, shall be based on Our current price guide(s) (available upon request), shall be in Sterling (£) or Euros (€) or US Dollars ($), and shall be exclusive of value added tax (VAT), or any other tax or duty, or delivery charge, as applicable. 4.2 Verbal estimates are given for guidance only. They are not binding on Us and may be subject to written confirmation on receipt of the Original Works. We reserve the right to adjust pricing and/or delivery estimates upon receipt and evaluation of the Original Works. 4.3 Our Quotation shall be binding in accordance with 2.4. 4.4 Our Quotation shall be valid for a period of 30 days from the date on which the Quotation was issued and may be subject to change after this 30-day period at Our discretion, unless agreed otherwise. 4.5 An Order requested by means other than Our Quotation shall be based on the final target word count and be invoiced in accordance with Our current price guide(s), (available upon request), unless agreed otherwise. 5. PAYMENT 5.1 Payment for Services shall be received within 28 days from the date of the invoice, unless specifically agreed otherwise in writing by Us. 5.2 Payment or a part thereof may be requested by Us, prior to commencement of the Order, for any Order quoted and/or estimated to be greater than £5,000. 5.3 We shall invoice You for all appropriate taxes and expenses for which We are liable to collect, and which You are liable to pay. You shall be liable to pay any penalties or interest as a result of Your delay in paying such taxes. 5.4 Failure to pay any invoice in accordance with these Terms and Conditions shall entitle Us to suspend further work both on the same order and on any other order(s) from You without prejudice to any other right We may have. 5.5 Without prejudice to Our other rights, a service charge of 5% or £15 per month whichever is the greater may be made on any overdue invoice to cover financial and administrative costs and shall be added to these accounts. 5.6 Discounts included on Orders are only applicable if invoices are paid within 28 days, per 5.1 above. 6. DELIVERY 6.1 Delivery is deemed to have taken place at the time We transmit the Translated Works via a carrier (including post, facsimile, e-mail). 6.2 The dates or periods for delivery of the Translated Works or the dates or periods for carrying out Services are approximate only and, unless otherwise expressly agreed between You and Us, time is not of the essence for delivery or performance and under no circumstances shall delay entitle You to reject any delivery or performance or to repudiate the Contract, withhold payment for work completed, or claim any financial compensation. 6.3 Should completion of the Translated Works be required sooner than the normal time requisite for its proper production, You shall be advised of the course of action and every effort shall be made to avoid any defects, but reasonable allowance must be made by You in such cases. Should such completion of Work necessitate overtime being worked or other additional costs being incurred, an agreed charge shall be made to cover such costs. 6.4 The risk in the Translated Works shall pass to You upon delivery. However, We shall retain a copy of the Translated Works for a period of six months following delivery, so that if, for any reason, a further copy is required by You, We shall forward this free of charge. 7. CANCELLATION 7.1 If You subsequently cancel, reduce in scope or frustrate the Contract by an act or omission on Your part or any third party relied upon by the same, the full price for the Contract shall remain payable unless otherwise agreed in advance. Any Original Works provided to Us and Translated Works completed by Us under the Contract shall be made available to You on cancellation of the Contract. 7.2 In the case of Force Majeure (Strike, Lockout, Industrial Dispute, Civil Commotion, Natural Disaster, Acts of War, Terrorism and any other situation which can be shown to have materially affected Our ability to deal with Your Order as agreed) We shall notify You without delay, indicating the circumstances. Force Majeure shall entitle both Us and You to cancel or suspend the Order, but in any event, You undertake to pay Us for work already completed. We shall assist You, to the best of Our ability, to place Your order elsewhere. 8. TERMINATION 8.1 Either party shall be entitled to terminate the Contract immediately by written notice if: 8.1.1 a party commits a material breach of the Contract and, in the case of such a breach which is capable of remedy, that party fails to remedy the same within 7 days of receipt of a written notice specifying the breach and requiring it to be remedied; 8.1.2 a party makes any voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or (being a company) becomes subject to an administrative order or goes into liquidation, or an encumbrancer takes possession or a receiver is appointed over any of its property or assets, or a party ceases or threatens to cease business, or an equivalent or analogous event occurs in any other jurisdiction. 8.2 Any termination of the Contract shall not prejudice any rights or remedies which may have accrued to either party. 9. LIABILITY 9.1. We shall be relieved of all liability arising from any losses, damages, costs and expenses (including legal fees) which result from a breach by You of Your obligations under these Terms and Conditions.
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9.2 We shall be relieved of all liability for obligations incurred to You whenever and to the extent of which the fulfilment of such obligations are prevented by any cause beyond Our control. 9.3. Save in respect of death or personal injury resulting from Our negligence, Our liability to You in respect of the provision of Services and / or the Translated Works shall be limited as follows: - i. We shall not be liable for loss of profits, business, contracts, revenue, damage to Your reputation or goodwill, anticipated savings, and/or any other indirect or consequential loss or damage whatsoever, suffered by You or any Third Party and you shall indemnify and hold us harmless in respect of any such loss and/or damage.
9.4 You acknowledge that any Original Works and/or Translated Works transmitted over the Internet cannot be guaranteed to be free from the risk of interception or viral infection even if transmitted in encrypted form and that we have no liability whatsoever for the loss, corruption or interception of any Original Works or Translated Works. 10 INTELLECTUAL PROPERTY 10.1 Any original documentation provided by You shall belong to You or shall be provided under license for Your use or shall be otherwise lawfully available for Your possession, use and reproduction. 10.2 You warrant that any Original Works and its/their use by Us for the purpose of providing the Services and/or Translated Works shall not infringe the copyright or other rights of any third party, and You shall indemnify Us against any loss, damages, cost, expenses or other claims arising from any such infringement. 10.3 The Copyright of the Translated Works is Our property, and shall be passed to You only after full payment has been received for the Translated Works. 11. CONFIDENTIALITY 11.1 Subject to clause 11.3, and (on Our part) save as necessary in order for Us to provide the Services neither party may use any of the other party's Confidential Information. 11.2 Subject to clause 11.3, neither party may disclose to any other person any of the other party's Confidential Information. 11.4 The obligation of confidentiality contained within this clause 11 shall survive termination of the Contract howsoever caused. 12. RESTRICTIONS 12.1 Unless otherwise agreed by Us, You (which for the purposes of this clause includes any of Your associated companies) shall not, for a period of one year after completion 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 Us or use the services of a translator or interpreter who has provided the Services and/or Translated Works to You on Our behalf under the Contract. In the event of Your breach under this clause, You agree to pay Us an amount equal to the aggregate remuneration paid by Us to the translator for the year immediately prior to the date on which You employed or used the services of the translator. 13. DATA PROTECTION 13.1 Each party shall ensure that in the performance of its obligations under these Terms and Conditions it shall at all times comply with relevant provisions of the Data Protection Act 1998. 14. ARBITRATION 14.1 Any dispute arising from or in connection with these Terms and Conditions or any Contract between the parties shall be referred to arbitration by a single arbitrator appointed by agreement or (in default of agreement) nominated on the application of either party by the President for the time being of the Chartered Institute of Arbitrators. 15. JURISDICTION 15.1 All contractual relationships between You and Us shall be governed by English law 16. GENERAL 16.1 The clause headings are for convenience of reference only and shall not affect the construction or interpretation of these Terms and Conditions. 16.2 References to 'documents', 'records', 'books' and 'data' shall include information contained in computer programs and disks and records or other machine readable form or records kept otherwise than in a legible form but capable of being produced in a legible form. 16.3 The word 'including' shall be understood to mean 'including without limitation' and the word 'includes' shall be understood to mean 'includes without limitation'. 16.4 Words of a technical nature shall be construed in accordance with general trade usage in the computer industry in England.
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