GENERAL TERMS AND CONDITIONS
FOR SERVICES PROVIDED
BY LINGVOHOUSE TO THE CLIENT
We, LINGVO HOUSE TRANSLATION SERVICES LIMITED, register N 6737511, registered office: 131/133 Cannon Street, EC4N 5AX, London, UK, (the Agency), hereby wish set out our general terms and conditions for Translation Services provided by us to the client.
In terms of this document:
The Agency – LINGVO HOUSE TRANSLATION SERVICES LIMITED, a company incorporated and registered in the UK, whose principal business is the provision of linguistic services to the clients.
The Client – existing and/or prospective clients of the Agency who order linguistic services to be provided by the translators of the Agency.
The present document incorporates legal rights and obligations for the Agency, performing the services and for the clients of the Agency upon the commencement of the commercial relations between the parties.
The Engagement of the Agency by the Client will indicate his/her acceptance of the terms in this document.
The Client and the Agency hereby agree and undertake that:
A. At all material times the Agency is engaged in the business of translation services.
B. The Agency is willing and able to provide the translation and/or interpreting services to the Client once requested by the Client and for such period i) as required by the Client and agreed to by the Agency, or ii) as required to complete a particular translation of the contents of the documents provided by the Client (the Order), or iii) in terms of the interpreting - as required by the duration of the conversation of the Client.
C. The Client is willing and able to engage the Agency for provision of professional translation or interpreting services on i) a continuous, or ii) one-time, or iii) from time to time basis, depending on the agreed frame of work between the Agency and the Client, in each particular case.
D. The Client shall provide the Agency with texts and/or documents (including but no limited to tables, charts, graphs and any other form of drafting the information) of the Agency’s specialisation, or if the Agency has explicitly agreed to perform the work which is not in its specialisation, for translation, in original language versions, in readable Microsoft Office (or other, if agreed with the Agency) format and indicate the deadline for translation.
E. The Agency work is to professionally and promptly, and within the deadline translate texts and documents provided by the Client. The translation or the interpreting shall be performed by the translators of the Agency.
F. The result of the work of the Agency’s translator shall be a text and/or another form of delivering the information, if the original was in such other form, in readable and editable Microsoft Office, or other if agreed between the Agency and the Client, format, fully and properly translated from the original language version to the target language of the Client, formatted, spellchecked and prepared for use by the client to such extend that is agreed by the parties upon commencement of the service.
G. In relation to the interpreting, the work of the Agency’s interpreter is to professionally, in a proper manner, and within the field of his/her specialisation, or otherwise, if agreed between the Agency and the Client, to perform the interpreting of the conversations, meetings, conferences, or/and other ways of verbally delivering the information when and for such period of time that is requested by the Client, and negotiated and agreed between the Agency and the Client.
H. The Client receives the exclusive and unconditional right to use the results of the Agency’s translators work in the business of the Client, and for such purposes as the Client may on its own discretion consider essential and/or beneficial for its business without any restriction from the Agency or any third party, and without any obligation to give any notice or provide any information, or to pay any compensation, other than a one-off translation fee, to the Agency for its use at any time during the duration of commercial relations between the Agency and the Client and at all times after its termination.
I. The Agency agrees that intellectual property for results of work specifically produced for the Client in connection with or relating to the commercial relations between the Agency and the Client shall vest in and belong to the Client. The Agency is not authorized to use (including but not limited to copying, modifying, selling and disposing in any other way) i) the texts, the contents of the documents or of any other form of the information, in originals and/or copies, provided to it by the Client in the course or for the purposes of the agreed commercial relations between them, or ii) the translation or any result of its work in any other form of delivery of the information, in originals and/or copies, performed in the course or for the purposes of the commercial relations between the Agency and the Client, in any other way apart from for the purposes of the agreed commercial relations between them.
J. The Agency agrees that any profit or income, or any other commercial benefit gained by the Client as a result of using the results of its work at any times shall remain the property of the Client and shall not establish any liability to pay any royalty or interest to the Agency, and that the only one-off translation fee is due as the compensation to the Agency from the Client as provided in these general terms and conditions.
THE CLIENT AND THE AGENCY AGREE as follows:
1. Fees and Payment
1.1 As a compensation for the translation or interpreting services to be provided by the Agency for the Client, the Client shall pay the Agency, upon receipt of the result of the work, a one-off translation fee for each completely translated whole text or document, or for a total of hours of the interpreting, in such amount that is to be agreed between the Agency and the Client, depending on size, complicity, and timeframe, additionally, upon taking each single task, to be paid within seven days of receipt of the appropriate invoice from the Agency.
1.2 Each single translation or interpreting fee shall be calculated as per p.1.1 but in any case taking into account general price guidance of the Agency, negotiated and agreed with the Client prior to the commencement of work.
1.2.1. Unless otherwise stated, prices are in sterling and are exclusive of value added tax and any other tax or duty. Payment of such taxes and duties (if any) shall vest on the Client and will be added to the Agency’s fee.
1.2.2. The Agency’s fee shall include expenses for delivery of the complete translation to the address indicated by the Client and shall be specified in our quotation or confirmation of order.
1.2.3. Quotations in a currency other than sterling are based on the rate of exchange at the time of quoting and, unless otherwise stated, the price may be subject to revision up or down if any different rate of exchange is ruling at the date of invoice.
1.3 The Agency and the Client shall agree the method of payment (including but not limited to chaps transfer, cheque, cash and other commonly used forms of payment) of the compensation to the Agency, prior to the commencement of the work by the Agency, acceptable for both the Agency and the Client. The Client shall cover all bank charges and other expenses for payment of the compensation to the Agency.
1.4 Failure to pay any invoice of the Agency in accordance with the present general terms and conditions or other terms agreed upon with the Client shall entitle the Agency i) to reinforce without prejudice the Agency’s rights of remedy provided by applicable law, or ii) to suspend work in progress or any further work both on the same order and on any other order from the same Client, or iii) without prejudice to use any other right the Agency shall have in accordance with the present terms and conditions. In case of the delay in any payment due to the Agency from the Client, the Agency reserves the right i) to charge interest on overdue accounts, such interest to be calculated daily on the outstanding amount at the rate of 1 per cent per each day of the delay in payment, or ii) to claim via civil court order immediate payment of the amount (s) due from the Client, the expenses for which shall vest on the Client.
1.5 Prices and delivery dates for the implementation of changes and additions to the source materials in translations, whose conveyance has already begun into the target language (author's corrections), will be determined according to the scope of the changes, and the scope of the percentage of the translation already made. The Agency shall notify the Client with an estimate of the additional costs, before the changes and additions are implemented. The scope of a translation will be calculated using the same method as with the source material, unless otherwise agreed upon.
1.6 If the Client cancels an order, which has been already received and agreed upon, the Client must do so in writing and completed work shall be provided to the Client and the Client shall be charged in pro-rata to the work performed. Enforcement of further legal claims by the Agency shall remain reserved, where appropriate.
2. Obligations of the Agency
2.1 Work performance
2.1.1 Throughout the period of the duration of the commercial relations between the Agency and the Client, the Agency’s translators shall perform the requested work to their best ability and in a professional manner, in accordance with the purpose specified by the Client.
2.1.2 The Agency agrees to take all necessary actions to ensure quality of its translators’ work.
2.1.3 Each oral translation shall be carried out with regard to grammar, pronunciation and linguistic usage according to the generally recognized rules of the target language.
2.1.4 Each written translation shall be executed in accordance with the valid rules for spelling and punctuation and may only contain clear and unambiguous formulations. The Agency has a right to refuse a text with punishable content, and text that offends common decency, even after the commencement of commercial relations. The Agency shall deliver the work to the Client free of defects and in warranted quality. Insignificant deficiencies shall remain unconsidered.
2.1.5 In the event of defects the Agency agrees to make the necessary follow-up corrections at its own expense within the conventional grace period set by the Client in each particular case. If follow-up correction is not possible within the given period of time for reasons of time or fact, the Agency shall notify the Client and the Client can produce the necessary quality by its own means and expense and be entitled to, depending on the circumstances i) to a discount in the translation fee to be paid to the Agency, or ii) a full reimbursement of the fee already paid.
2.1.6 The Agency shall be obliged to ensure that the translation will be done without abridgements or additions. The Agency shall reserve the right to add comments, footnotes, etc., for the understanding of the text in the target language.
2.1.7 If during the process of the translation, as the result of the Agency’s fault or inaccuracy, the source material provided by the Client to the Agency in its original is damaged, lost or otherwise affected to such extend that it cannot be restored or used by the Client, the Agency’s liability shall be limited to the amount of the fee for the translation.
2.2 Delivery of the translation
2.2.1 If no delivery date has explicitly been agreed beforehand, the Agency is, at its own discretion, entitled to determine a reasonable period in which work has to be executed.
2.2.2 If the delivery of the translation service is not possible due to the circumstances of force majeure (i.e. traffic hold-up, strike, blackout of the power supply, flooding, war or the like), then the expiration of any deadline shall be suspended during this time. The deadline shall not begin to run until the corresponding disruption is removed. If such circumstances last for more then 3 months, the Client is entitled to cancel the order without any obligations to the Agency.
2.2.3 If it turns out after the acceptance of the order by the Agency, that the order cannot be performed within the time period agreed upon due to sound reason (e.g., sickness of the translator, or technical defects in the network), the Agency shall notify the Client immediately and the Client may either, on its own discretion, cancel the order or extend the deadline.
2.2.4 In case circumstances mentioned in this p. 2.2.2 and p. 2.2.3 arise, the Agency shall notify the Client promptly of any delay or inability in delivery.
2.2.5 Unless otherwise agreed, delivery by the Client of the texts of documents to be translated to the Agency and the results of translation by the Agency to the Client shall take place via e-mail, FTP data exchange. The risk of loss or damage of the translation and the source materials shall vest on the Client from the moment of its transmitting or postage by the Agency. The Agency is not responsible for any loss or damage or non-delivery and the delay in the delivery by the courier. The Agency reserves the right to keep a copy of any translation for a set period of time in this connection, provided the Client has agreed hereto. The date when the completed order sent from the Agency, and/or the time stamp of the e-mail or fax, shall be considered as the time of receipt of the translation.
2.3 The Agency guarantees the observance of secrecy concerning all information received from the Client during the translation process.
2.4 In the event if the Agency willingly or unwillingly allows any loss or damage of the provided for translation documents and files, either originals or copies, the Agency shall immediately notify the Client thereof.
3. Intellectual Property and Copyright
3.1 The intellectual property for the results of work of the Agency shall belong to the Client from the moment the complete payment has been received by the Agency according to the terms agreed with the Client.
3.2 The Agency hereby waives a right to claim any payment, other than as agreed between it and the Client, or a royalty, or a fee, or an interest from the Client in connection with using the results of the Agency’s work.
3.3 The Agency hereby agrees not to use the end results of its work in terms of the commercial relations between the Agency and the Client in any way apart from when directly related to the order of the Client, or when the Client explicitly authorises the Agency to do so.
3.4 The Agency warrants and represents that any result of work produced by its translators for the Client in the course of the commercial relations between the Agency and the Client will be original and will not infringe rights or violate the rights of any person or entity, including, without limitation, any copyrights, trademarks or rights of privacy or publicity.
The Agency and the Client shall at all times keep confidential, and take reasonable steps to procure that its employees and agents shall keep confidential, and shall not at any time for any reason disclose or permit to be disclosed to any person or otherwise make use of or permit to be made use of any Confidential Information.
5. Relationship of Parties
The Agency acknowledges that it is entering into the commercial relations with the Client as an independent contractor on a commercial basis.
6. No Waiver
No failure or delay by either party in exercising any of its rights under this document shall be deemed to be a waiver of that right, and no waiver by either party of a breach of any provision of this document shall be deemed to be a waiver of any subsequent breach of the same or any other provision.
7.1 The present general terms and conditions of the Agency shall be in effect from the moment of the engagement of the Agency by the Client and valid until its termination.
7.2 The engagement of the Agency by the Client is formed by the transfer of the Client's order and source materials in person, via electronic mail, post, fax, as well as by the sending the confirmation of the order acceptance to the Client by the Agency. Upon executing the transfer of the order the Client thereby accepts and agrees with these general terms and conditions.
7.3 The contents of this document may from time to time be extended, amended, renewed or prolonged by the Agency with a respective notification to its existing clients.
8.1 The parties may terminate the relations between them with immediate effect at any time upon their mutual consent in writing.
8.2 The Client may terminate its commercial relations with the Agency with immediate effect at any time on its discretion without any obligation to give any notice or to provide any reason and independent from the fulfilment by the Agency of its obligations provided that its agreed compensation is paid in full.
8.3 The Agency may terminate its commercial relations with the Client with immediate effect by giving written notice to the Client without any obligations if the Client:
8.3.1 commits any breach of this document and, in case of a breach which is capable of remedy, fails to remedy it within 7 days after receiving written notice giving full particulars of the breach and requiring the same to be remedied;
8.3.2 where the Client is an entity, if it goes into liquidation or receivership, has a receiver appointed over a significant part of its assets or takes or suffers any similar action as a result of debt or anything analogous occurs under the law of any jurisdiction in relation to the Client.
8.4 The Client may terminate the commercial relations with the Agency with immediate effect by giving written notice to the Agency, without any obligations, if the Agency:
8.4.1 commits any breach of this document and, in case of a breach which is capable of remedy, fails to remedy it within 7 days after receiving written notice giving full particulars of the breach and requiring the same to be remedied;
8.4.2 goes into liquidation or receivership, has a receiver appointed over a significant part of its assets or takes or suffers any similar action as a result of debt or anything analogous occurs under the law of any jurisdiction in relation to the Agency.
8.5 The right to terminate the commercial relations between the parties in accordance with this Clause 8 shall not prejudice any other right or remedy of either party in respect of the breach concerned or any other breach.
If any provision of this document is held by any court or other competent authority to be invalid or unenforceable in whole or in part, this document shall continue to be valid as to its other provisions and the remainder of the affected provision.
10. Notices and Services
All notices to be given under this document by either party to the other shall be in writing and shall either be delivered personally or sent by first class prepaid post or airmail prepaid post or by telex, cable, facsimile transmission or email.
11. Applicable Law and Jurisdiction
This document shall be governed by and construed in accordance with the laws of England and Wales. Where unregulated the parties shall refer to legislation in force of England and Wales. The parties agree to submit to the exclusive jurisdiction of the courts of England and Wales.