VERBATIM SERVICES LIMITED TERMS AND 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 the Company subject to the following terms and conditions:
1.1 The following definitions apply in these terms and conditions.
- Agreement: these terms and conditions together with the Client’s Order as confirmed in the Order Confirmation.
- Client: the company, firm, person, persons, corporation or public authority identified in the Order Confirmation as contracting for the Services and includes their successors or personal representatives.
- Company: Verbatim Services Limited, a company incorporated in England (Company Number 06804522) and whose registered office is at Winnington House, 2 Woodberry Grove, London, England N12 0DR.
- Document: includes, without limitation, in addition to any document in writing, any drawing, map, plan, diagram, design, picture or other image, tape, disk or other device or record embodying information in any form.
- Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
- Interpreting Assignment: an Order from a Client for interpreting Services.
- Order: the order from the Client for the Services.
- Order Confirmation: the email or letter sent to the Client by the Company which sets out the Services to be carried out, price, estimated delivery timings and such other specific contractual terms as may be appropriate.
- “Retention Period” means the period (if any) specified by the Client for which particular Personal Data should be retained by the Service Provider before being destroyed or turned to the Client.
- “Retention Purpose” means the reason(s) why particular Personal Data processed by the Service Provider on behalf of the Client should be retained by the Service Provider for the Retention Period.
- Services: the Translation and Interpreting services to be provided by the Company to the Client under the Agreement as set out in the Order Confirmation.
- Source Materials: all Documents, works, files and materials provided by the Client for the purpose of carrying out the Services.
- Translated Materials: the Documents, works, files and materials translated and produced by the Company or its agents, subcontractors, consultants and employees from the Source Materials in accordance with the Client’s Orders, in relation to the Services.
- Translation: language translation, proof-reading and any other language-based services offered by the Company to a Client.
- Translation Task: a discrete Translation task identified in the Order Confirmation.
- Work: any translation or any other work undertaken by or any other services supplied by the Company.
1.2 Headings in these conditions shall not affect their interpretation.
1.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.4 A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.
1.5 A reference to writing or written includes faxes and e-mail.
1.6 Any obligation in the Agreement on a person not to do something includes, without limitation, an obligation not to agree, allow, permit or acquiesce in that thing being done.
- Application of conditions
2.1 Unless otherwise stated in writing, all Orders are accepted subject to these terms and conditions as stated herein and the Client by authorising or allowing work to proceed is deemed to have acknowledged this fact.
2.2 These terms and conditions should be read together with the Order Confirmation. No Order is accepted by the Company until an Order Confirmation has been issued to the Client. If there is any conflict between the Order Confirmation and these terms and conditions, the provisions of the Order Confirmation shall prevail.
2.3 No variation to these terms and conditions shall be binding unless agreed in writing to between the authorised representatives of the Company and the Client.
- Service Delivery
3.1 Any dates given by the Company for the delivery of the Translated Materials and/or provision of Services are approximate only and, unless otherwise expressly agreed in writing, time is not of the essence for such delivery and/or performance and no delay shall entitle the Client to reject any delivery or performance or to repudiate the Agreement with the Company, or to claim any damages in relation to the same.
3.2 Unless otherwise agreed, the Company shall dispatch the completed Work in such a way that the Client can reasonably expect to receive it not later than the normal close of business at the Client’s premises on the date of delivery.
3.2. Risk in the Translated Works and/or Services shall pass to the Client on delivery.
3.3 Once an Order Confirmation has been issued, any requests for amendments to the Services may, at the discretion of the Company, necessitate a revision to the Agreement, including an amended price. Should such amendments be deemed (at the discretion of the Company) to be significant, then the Company shall reserve the right to amend or cancel the Order in accordance with the Terms and Conditions.
3.4 Should any amendments to the Order be deemed by the Company to be significant and likely to hinder the fulfilment of the Order to the Client, then the Company reserves the right to cancel the Order and the Client shall pay the outstanding amount for Services completed up until this point.
3.5 The Company shall not be bound to accept amendments from the Client to the Order once the Order has been accepted but may accept to do so on a discretionary basis;
- Company’s obligations
4.1 The Company shall use reasonable endeavours to provide the Services, and to deliver the Translated Materials to the Client, in accordance in all material respects with the Order Confirmation.
4.2 The Company shall use reasonable endeavours to meet any performance dates specified in the Order Confirmation, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services. If any such date is not met by the Company, the Client shall have the option of either accepting late performance (in which case the agreed charges shall remain payable without reduction) or cancelling the Services (in which case the Client shall not be required to pay the agreed charges and the Company shall not be required to provide the Services), in each case without prejudice to the accrued rights of the parties.
4.3 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 Agreement.
4.4 The Company does not warrant that the Work will meet the Client’s specific requirements or 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 or reliability.
- Client’s obligations
5.1 The Client shall:
(a) provide to the Company such Source Materials and other information as the Company may reasonably require and ensure that it is accurate in all material respects;
(b) ensure that the Source Materials and any other information submitted to the Company do not contain anything of an obscene, blasphemous or libellous nature, shall not (whether directly or indirectly) infringe the Intellectual Property Rights of any third party, and comply in all respects with any applicable legal and regulatory requirements (including without limitation the requirements of the Data Protection Act 1998).
5.2 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.
5.3 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.
5.3 The Client shall be liable to pay to the Company, on demand, all reasonable costs, charges or losses sustained or incurred by the Company (including, without limitation, any direct, indirect or consequential losses, loss of profit and loss of reputation, loss or damage to property and those arising from injury to or death of any person and loss of opportunity to deploy resources elsewhere) arising directly or indirectly from the Client’s fraud, negligence, failure to perform or delay in the performance of any of its obligations under the Agreement, subject to the Company confirming such costs, charges and losses to the Client in writing.
- Charges and payment
6.1 All prices or charges identified in the Order Confirmation reflect the description of the Source Materials, the purpose of the Translated Materials and/or Services, and any other instructions.
6.2. In the event that, in the opinion of the Company, the Client’s description of the Source Materials is in any respect inaccurate and/or inadequate, we reserve the right to amend any quotation or reasonably to increase any previously agreed Price for the Translated Materials.
6.3 Any fee agreed for a Translation which is found to present latent special difficulties of which neither party could be reasonably aware at the time of offer and acceptance shall be renegotiated, always provided that the circumstances are made known to the other Party as soon as reasonably practical after they become apparent.
6.4 In certain circumstances such as where the Source Materials are extensive or complicated, such that a lengthy period will elapse prior to completion, the Company shall be entitled to staged or periodic partial payments on terms to be agreed.
6.5 Where delivery is in instalments and notice has been given that an interim payment is overdue, the Company shall have the right to stop working on the Translation Task at hand until the outstanding payment is made or other terms agreed.
6.6 Costs of delivery of the completed Translation shall normally be borne by the Company. Where delivery requested by the Client involves expenditure greater than the cost normally incurred for delivery (for example, courier and/or recorded or special delivery), the additional cost shall be chargeable to the Client. If the additional cost is incurred as a result of action or inaction by the Company, it shall not be borne by the Client, unless otherwise agreed.
6.7 Other supplementary charges may be payable by the Client, in which case the nature of such charges shall be agreed in advance: for example those arising from:
(a) discontinuous text, complicated layout or other forms of layout or presentation requiring additional time or resources, and/or
(b) poorly legible copy or poorly audible sound media, and/or
(c) certification, and/or
(d) priority work or work outside normal office hours in order to meet the Client’s deadline or other requirements.
6.8 Payment of the Company’s invoices must be made within 30 days. Any payment that is not made before the due date shall bear interest at the rate of three per cent (3%) above the Royal Bank of Scotland base rate of from time to time calculated on a daily basis from the date when such payment fell due until the date of payment.
6.9 Time for payment shall be of the essence in this Agreement.
- Intellectual property rights
7.1 Subject to condition 7.2, all Intellectual Property Rights in the Source Materials and the Translated Materials shall vest in the Client but, for the avoidance of doubt, the Client hereby grants to the Company and its employees, agents and sub-contractors, a licence to store and use the Source Materials and the Translated Materials for the duration of the Agreement and for the purposes of providing the Services to the Client.
7.2 The Intellectual Property Rights in the Translated Materials shall vest in the Client upon payment in full of all sums due to the Company in terms of the Agreement.
8.1 The Company and the Client shall keep confidential all information of the other party, whether designated as confidential or not, obtained under or in connection with the Agreement and shall not divulge the same to any third party without the written consent of the other party.
8.2 The provisions of this clause shall not apply to any information in the public domain otherwise than by breach of the Agreement; or information obtained from a third party who is free to divulge the same.
8.3 Notwithstanding clause 8.1:
(a) Either party may disclose the confidential information of the other:
(i) to its employees, officers, representatives, advisers, agents or subcontractors who need to know such information for the purposes of carrying out the obligations of that party under the Agreement; and
(ii) as may be required by law, court order or any governmental or regulatory authority.
(b) The Parties agree that a Third Party may be consulted by the Company over specific translation terminology queries in relation to the Source Materials.
8.4 The Company shall be responsible for the safe-keeping of the Client’s Source Materials and copies of the Translations, and shall, where necessary, ensure their secure disposal.
8.5 The obligations of confidentiality contained within this clause 8 shall survive termination of the Agreement howsoever caused.
- Limitation of liability
9.1 This condition 9 sets out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents, consultants, and subcontractors) to the Client in respect of:
(a) any breach of the Agreement including any deliberate breach of this Agreement by the Company, or its employees, agents or subcontractors;
(b) any use made by the Client of the Services, the Translated Materials or any part of them; and
(c) any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Agreement.
9.2 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Agreement.
9.3 Nothing in these Conditions limits or excludes the liability of the Company:
(a) for death or personal injury resulting from negligence; or
(b) for any damage or liability incurred by the Client as a result of fraud or fraudulent misrepresentation by the Company.
9.4 Subject to condition 9.2 and condition 9.3:
(a) the Company shall not be liable for:
(i) loss of profits; or
(ii) loss of business; or
(iii) depletion of goodwill and/or similar losses; or
(iv) loss of anticipated savings; or
(v) loss of goods; or
(vi) loss of Agreement; or
(vii) loss of use; or
(viii) loss of corruption of data or information; or
(ix) any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.
9.5 The Company’s entire liability to the Client in respect of any breach of our contractual obligations, any breach of warranty, any representation, statement or delictual act or omission including negligence arising under or in connection with this Agreement shall be limited to an amount equal to the price paid for the Services.
- Data protection
10.1 For the purposes of this clause 10, “Data Protection Laws” means all applicable laws in relation to (a) data protection; (b) privacy; (c) interception and monitoring of communications; (d) restrictions on or requirements relating to the Processing of Personal Data of any kind including laws addressing identity theft or security breach; “Data Controller”, “Data Processor”, “Data Protection Commissioner”, “Data Subject” “Personal Data” and “Processing” shall each have the meaning set out in the UK Data Protection Acts.
10.2 Both parties shall observe all their obligations under the Data Protection Laws which arise out of or in connection with this Agreement, including but not limited to the provision or use of the Services.
10.3 The Company acknowledges that, in the course of the provision of the Services it may have access to and may be required to process data comprising Personal Data for and on behalf of the Client. It is the responsibility of the Client to ensure that the Personal Data provided to the Company is adequate, relevant and limited to what is necessary for Processing for the purpose of delivering the Services (“the Purpose”). Any Personal Data provided to the Company which is deemed to be inadequate, not relevant or not necessary for the Purpose will be deleted and the Client informed accordingly.
10.4 The Company shall only process such Personal Data in accordance with the instructions and authorisations of the Client and solely as strictly necessary for the performance of its obligations under this Agreement.
10.5 The Company shall take appropriate technical and organisational security measures in respect of such Personal Data (including against the unauthorised or unlawful processing, access or disclosure of the Personal Data and against accidental loss or destruction of, or damage to the Personal Data).
10.6 Without prejudice to any other right or remedy the Company may have, the Company shall inform the Client forthwith (and in any event within 24 hours of becoming aware of the event) in writing upon becoming aware of any unauthorised or unlawful processing of such Personal Data and/or accidental loss or destruction of, or damage to such Personal Data (a “Data Breach”) or suspected Data Breach. In the event of a Data Breach arising from the Company’s failure to comply with the provisions of this clause 10, the Company shall upon request:
10.6.1 provide such information relating to the event as the Client may reasonably require; and
10.6.2 use all reasonable endeavours to take such corrective and other reasonable action as the Client may require in relation to the event.
10.7 The Company agrees it will not transfer the whole or any part of such Personal Data outside the European Economic Area.
10.8 The Company shall promptly notify the Client if:
10.8.1 it receives an access, modification or erasure request from a Data Subject in relation to such Personal Data; or
10.8.2 it receives any communication or notification from the Data Protection Commissioner or from any third party in relation to such Personal Data.
10.9 The Company shall destroy the Personal Data either i) once it has been used for the Purpose and is no longer required or ii) in accordance with a written instruction from the Client which specifies a Retention Period and Retention Purpose for that Personal Data.
10.10 The Client shall be entitled to inspect and scrutinise the Company’s processing, procedures and documentation in order to ascertain its compliance with this clause 10.
10.11 The Company warrants and represents that it shall not subcontract or outsource any aspects of the Services as they relate to data protection and/or Personal Data without:
10.11.1 the prior written consent of the Client; and
10.11.2 ensuring that the subcontractor or outsource supplier enters into a legally binding agreement with the Company requiring that the subcontractor abide by terms for the protection of Personal Data not less protective than those in this Agreement. The Company shall provide the Client with a copy or summary of such terms upon request and the Company shall be fully liable for the acts and omissions of any subcontractor to the same extent as if the acts or omissions were performed by the Company.
10.12 The Client shall be entitled to terminate this Agreement forthwith by notice in writing to us if the Company is in material or persistent breach of this clause 10.
10.13 On termination of this Agreement, the Company shall forthwith deliver to the Client or destroy, at the Client’s sole option, all Personal Data in its possession or under its control.
- Termination and Cancellation
11.1 A party (‘the Initiating Party’) may terminate this Agreement with immediate effect by written notice to the other party (‘the Breaching Party’) on or at any time after the occurrence of one or more of the following events:-
11.1.1 the Breaching Party committing a material breach of this agreement and failing to remedy the breach within 30 days starting on the day after receipt of notice from the Initiating Party giving details of the breach and requiring the Breaching Party to remedy it;
11.1.2 the Breaching Party passing a resolution for winding up, a court of competent jurisdiction making an order for the Breaching Party’s winding up or the presentation of a petition for the Breaching Party’s winding up that is not dismissed within seven days, in each case other than for the purposes of solvent amalgamation or reconstruction in such manner that the entity resulting from the amalgamation or reconstruction effectively agrees to be bound by or assume the Breaching Party’s obligations under this agreement;
1.1.3 the making of an administration order in relation to the Breaching Party or the appointment of a receiver over, or an encumbrancer taking possession of or selling any asset of, the Breaching Party; or
11.1.4 the Breaching Party making an arrangement or composition with his creditors generally or making an application to a court of competent jurisdiction for protection from his creditors generally.
11.2 On termination of the Agreement for any reason the accrued rights and liabilities of the parties as at termination and the continuation of any provision expressly stated to survive or implicitly surviving termination, shall not be affected.
11.3 If the Client or Company wishes to cancel a Translation Order before completion, the party desiring to cancel the Order, in accordance with the Terms and Conditions, shall request cancellation of the Order in writing. The Client shall agree to remunerate the Company according to the following percentage of words Translated from the total word count specified in the Order/Purchase Order:
(a) 0% – 25% words Translated – 25% of the total Order price shall be payable by the Client;
(b) 26% to 50% words Translated – 50% of the total Order price shall be payable by the Client;
(c) 51% to 75% words Translated – 75% of the total Order price shall be payable by the Client;
(d) 76% to 100% words Translated – 100% of the total Order price shall be payable by the Client;
11.4 For Source Materials in PDF or any other uneditable text format, the amount payable for each Order cancellation shall be calculated on the basis of each page or part page Translated. Each part page Translated shall be considered as Translated and therefore shall be treated as a complete Translated page and thus payable in full.
11.5 If the Client cancels an Interpreting Assignment booking the following charges shall apply:
(a) Bookings cancelled two or three working days before the day of the Interpreting session will be charged a cancellation fee of £20;
(b) Bookings cancelled on the previous working day before the day of the Interpreting session will be charged a minimum fee of 1 hour interpreting;
(c) Bookings cancelled on the same day as the interpreting session will incur a cancellation fee equivalent to a 1 hour interpreting fee. Clients will not be charged travel costs where the interpreter has not commenced their journey to the Interpreting session venue. If the interpreter has begun their journey to the Interpreting session venue, or is already present at the session venue, the Client will also be liable for the applicable travel costs;
(d) If an Interpreting session is curtailed or cancelled either wholly or in part during the actual session the Client shall be charged the fee for the session which was booked plus any applicable travel costs.
11.6 Any cancellation or amendment of an Interpreting Assignment booking must be made by email or telephone directly to the Company and not to, or through, the interpreter.
- Force majeure
The Company shall have no liability to the Client under the Agreement if it is prevented from, or delayed in performing, its obligations under the Agreement or from carrying on its business by acts, events, omissions or accidents beyond its reasonable control, including (without limitation) strikes, lock-outs or other industrial disputes (whether involving the workforce of the Company or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
- Quality Assurance
13.1 Any 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 Translation Task, 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.
14.1 A waiver of any right under the Agreement is only effective if it is in writing and it applies only to the circumstances for which it is given. No failure or delay by a party in exercising any right or remedy under the Agreement or by law shall constitute a waiver of that (or any other) right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that (or any other) right or remedy.
14.2 Unless specifically provided otherwise, rights arising under the Agreement are cumulative and do not exclude rights provided by law.
15.1 If any provision of the Agreement (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed not to form part of the Agreement, and the validity and enforceability of the other provisions of the Agreement shall not be affected.
15.2 If a provision of the Agreement (or part of any provision) is found illegal, invalid or unenforceable, the parties shall negotiate in good faith to amend such provision such that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the parties’ original commercial intention.
- Entire agreement
16.1 The Agreement constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to its subject matter.
16.2 Each party acknowledges that, in entering into the Agreement, it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) other than as expressly provided in the Agreement.
16.3 Nothing in this condition shall limit or exclude any liability for fraud.
17.1 The Client shall not, without the prior written consent of the Company, assign, transfer, charge, mortgage, subcontract or deal in any other manner with all or any of its rights or obligations under the Agreement.
17.2 The Company may at any time assign, transfer, charge, mortgage, subcontract or deal in any other manner with all or any of its rights under the Agreement and may subcontract or delegate in any manner any or all of its obligations under the Agreement to any third party or agent.
17.3 Each party that has rights under the Agreement is acting on its own behalf and not for the benefit of another person.
- No partnership or agency
Nothing in the Agreement is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.
- Client Property
19.1 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.
19.2 The Company reserves the right to destroy or otherwise dispose of any document or other property of the Client which has been in its custody for more than 12 (twelve) months following completion of the Work to which it relates.
20.1 Any notice or other communication required to be given under the Agreement shall be in writing and must be delivered to the intended recipient by prepaid post (if posted to an address in another country, by registered airmail) or by hand or e-mail to the address or the address or e-mail address last notified by the intended recipient to the sender.
20.2 Any notice or other communication shall be deemed to have been duly received in the case of delivery in person, when delivered; in the case of delivery by post, two business days after the date of posting (if posted to an address in the same country) or seven business days after the date of posting (if posted to an address in another country); and in the case of e-mail, on receipt by the sender of a delivery report received from the recipient’s exchange server where possible, else by a print out of the e-mail from the recipient’s computer showing the correct e-mail address of the recipient and the time and date on which the e-mail was sent; but if the result is that a Notice would be taken to be given or made on a day that is not a business day in the place to which the Notice is sent or is later than 4.00pm (local time) it will be taken to have been duly given or made at the commencement of business on the next business day in that place.
20.3 This condition 20 shall not apply to the service of any proceedings or other documents in any legal action.
20.4 A notice or other communication required to be given under or in connection with the Agreement shall not be validly served if sent by e-mail.
- Governing law and jurisdiction
21.1 The Agreement, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, the law of Scotland.
21.2 The parties irrevocably agree that the courts of Scotland shall have exclusive jurisdiction to settle any dispute or claim that arises out of, or in connection with, the Agreement or its subject matter or formation (including non-contractual disputes or claims).