Terms & Conditions
In submitting a text for translation or submitting any other Work to be carried out by the Company, the Client enters into a binding agreement with this Company covered by the following terms and conditions:
1.1 “The Company” means TRANSLATIONSGR Limited operating under the name of Trust Your Brand.
1.2 “Work” means any translation or any other work undertaken by or any other services supplied by the Company.
1.3 “Client” means any person, organisation or corporate entity to which the Company shall supply Work.
1.4 “Contract” means the contract between the Client and the Company, and consists of the purchase order or equivalent written confirmation of quotation acceptance from the Client, and these Terms and Conditions.
1.5 In the event of any conflict between any part of the contract between the Company and the Client, the documents constituting the agreement between the parties shall have priority in the following order:
1. Signed service level agreement (if any) entered into between the parties.
2. These Terms and Conditions.
2.1 Verbal quotations are given for guidance only. They are not binding upon the Company and are subject to written confirmation on receipt of the text for translation or other Work. Written quotations remain valid for 30 days after dispatch unless otherwise stated.
2.2 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.
2.3 The Contract shall come into force on receipt of your purchase order, confirmation of a quotation or any other such confirmation by you for me to go ahead with the Work and on the commencement of the Work to be provided by me.
2.4 The Contract will be subject to these Terms and Conditions. All terms and conditions appearing or referred to in the order or otherwise stipulated by you shall have no effect.
2.5 These Terms and Conditions apply to all Work provided to you.
3. Price and Payment
3.1 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 me as a result of your delay in paying such taxes.
3.2 Quotations in a currency other than GBP are based on the rate of exchange on the day of invoicing apply.
3.3 New Clients and Clients who do not form part of a Limited Company, LLP or Registered Charity in the UK, or equivalent overseas, are required to pay a deposit of at least 75% of the total quote value prior to commencement of the work.
3.4 Unless otherwise agreed by TRANSLATIONSGR Limited in writing, invoices shall be rendered at TRANSLATIONSGR Limited’s discretion on completion of the work.
3.5 Invoices are payable by the date for payment as set out on that invoice.
3.6 Without prejudice to the Company’s other rights, in the event that the Client/Account Client is in breach of any of the payment terms contained in this Agreement, TRANSLATIONSGR Limited reserves the right to levy a service charge of 8 (eight) % per year on all balances outstanding beyond the due date.
3.7 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.
3.8 Non-payment will result in debt recovery action being taken against the Client for the outstanding amount. The client will repay the outstanding amount to TRANSLATIONSGR Limited within 14 days of receiving the invoice for the outstanding amount. The Client will pay a late payment fee of £50.
3.9 Failure to pay any invoice in accordance with the foregoing terms or other terms specified in the Contract or agreed in writing shall entitle me 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. Completion of Work
4.1 Whilst the Company will always endeavour to meet deadlines, dates for delivery of the Finalised Works, or the dates for carrying out the Work, those are approximate only and the Company is not liable for the consequences of any delay for any reason whatsoever, and no delay shall entitle the Client to reject any delivery or performance or to repudiate the Contract.
4.2 Work will normally be dispatched to the Client by electronic mail as an electronic file (Word, pdf, 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. Cancellation and suspension
5.1 If the Client, for any reason, cancels Work which he or she has commissioned, charges will be payable for all completed Work up to the cancellation date.
5.2 If the Client suspends or postpones Work he or she has commissioned, charges will be payable for all commissioned Work up to the date of suspension or postponement.
5.3 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 commission as agreed), the Company shall notify the Client without delay, indicating the circumstances. Force Majeure shall entitle both the Company and the Client to withdraw from the commission, but in any event, the Client undertakes to pay the Company for Work already completed.
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 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 risk 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.
7. Responsibility and Liability
7.1 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.
7.2 A complaint by the Client in respect of any Work shall be notified to the Company in writing within 10 (ten) 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.
7.3 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, damage to reputation or goodwill, 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.
7.4 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.
7.5 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 original writing and no liability is accepted by the Company for any alleged lack of advertising or sales impact or any other issue.
7.6 The Company does not warrant that the Work will be uninterrupted or error free. Furthermore, the Company does not warrant or make any representation regarding the use of the Work provided in terms of accuracy, correctness, reliability or otherwise, etc.
8. Clients Property
8.1 All documents or any other property supplied to the Company will be held or dealt with by the Company at the Client’s risk and the Company will not be responsible for the consequential loss or damage thereto.
8.2 The Company reserves the right to destroy or otherwise dispose of any document or other property of the Client which has been in our custody for more than 12 (twelve) months following completion of the Work to which it relates.
9.1 Subject to clause 9.3, and (on our part) save as necessary in order for me to provide the Work neither party may use any of the other party’s Confidential Information (any information (in any form) which is confidential either to the Company or the Client and which either the Company or Client discloses in connection with our Work).
9.2 Subject to clause 9.3, neither party may disclose to any other person any of the other party’s Confidential Information.
9.3 Either party may disclose the Confidential Information of the other:
9.3.1 When required to do so by law or any other regulatory authority, provided that the party required to disclose the Confidential Information, where practical 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 that the owner may take to challenge the validity of such requirement.
9.3.2 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 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.
9.4 The obligation of confidentiality contained within this clause 9 shall survive termination of the Contract howsoever caused.
9.5 Each party agrees that its obligations under this clause 9 are necessary and reasonable in order to protect the party making the disclosure and each party agrees that the remedy of damages would be inadequate to compensate the party making the disclosure for any breach by the party receiving the disclosure of its obligations set out under this clause 9.
10. Illegal Matters
10.1 The Company shall not be required to translate any matter which in its opinion is or may be of an illegal or libellous nature. Where copyright exists in texts to be translated by the Company, the Client warrants that it has obtained all consents necessary for such translation to be made.
10.2 The Company shall be indemnified by the Client in respect of any claims, proceedings, costs and expenses arising out of any libellous matter printed or published for the Client, or any infringement of copyright, Intellectual Property Right, patent, design or third party right. This list is not exhaustive.
11. Intellectual Property and Copyright
11.1 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 made for the Work.
11.2 Once payment has been made for the Work all Intellectual Property Rights (including but not limited to copyright) in the Original Works and the Work shall vest in the Client (or your licensors) but, for the avoidance of doubt, you hereby grant to the Company (and our sub-contractors) a licence to store and use the Original Works for the duration of the Contract and for the purposes of providing Work to the Client.
12. Data Protection
12.1 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.
12.2 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.
13.1 If any provision of these Terms and Conditions is or becomes invalid or unenforceable it will be severed from the rest of the Terms and Conditions so that it is ineffective to the extent that it is invalid and unenforceable and no other provisions of the Terms and Conditions shall be rendered invalid, unenforceable or be otherwise affected.
13.2 A person who is not party to this Contract shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Contract.
13.3 Nothing in these Terms and Conditions or the Contract is intended to or shall operate to create a partnership or joint venture between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the assumption of any obligation or liability and the exercise of any right or power).
14.1 These conditions shall be interpreted in accordance with English law in force and the Company and the Client irrevocably submit to the exclusive jurisdiction of the English Courts.