1.1 In these Conditions, unless the context requires otherwise:
“Confidential Information” means information (in the form of documents, records, books, data and without limitation any other form) that you disclose to us in connection with the Services and which you specify is confidential information provided that information shall not be confidential if it is at the time it is disclosed to us in the public domain or comes into the public domain thereafter otherwise than by reason of our release of it.
“Contract” means these Conditions and the Order. In the event of any conflict or variation between these Conditions and the Order these provisions shall prevail.
“Intellectual Property Rights” means any rights in or to any patent, copyright, database right, registered design, design right, utility model, trade mark, brand name, service mark, trade name, business name, chip topography right, know how and any other rights in respect of any other industrial or intellectual property, whether capable of being registered or not and including all rights to apply for any such rights.
“Order” means an order placed by you from time to time for the Services.
“Material” means the documents, files, materials and works provided by you for the purposes of carrying out the Services.
“Services” means the provision of Translated Works or other translation and language services performed by us for you as set out in the Order.
“Conditions” means these Conditions.
“Translated Works” means the documents, files, materials and works translated and produced from the Material in accordance with your instructions and provided by us to you.
“We, us, our” means TTC Language Services Limited (company number 03325363) whose registered office is at 86 Broomfield London Road, Chelmsford, Essex, CM1 1SS, United Kingdom.
“You, your” means the company, firm, body or person to whom we are supplying the Services as set out in the Order.
1.2 The headings in these Conditions are for ease of reference only and do not affect their interpretation;
1.3 References to “documents”, “records”, “books” and “data” shall include information contained in computer programs and disks and records or graphic or other machine readable form or records kept otherwise than in a legible form but capable of being produced in a legible form;
1.4 Words of a technical nature shall be construed in accordance with general trade usage in the computer industry in England.
2. THE SERVICES
2.1 A legally binding Contract will only come into existence when we issue a written acceptance of your Order.
2.2 The Contract will be subject to these Conditions. Any variation of the Contract must be confirmed in writing by us. Any information contained in our brochures, catalogues or other published material shall not form part of the Contract nor does it constitute any representation upon which you rely in entering into the Contract.
2.3 Our written quotations will remain open for the placing of Orders for 30 days from the quotation date. Quotations in currency other than sterling are based on the rate of exchange at the quotation date. The price may be subject to revision upwards or downwards according to the prevailing rate of exchange at the date of invoice.
2.4 Quotations are issued on the basis of your Material, the purpose and subject matter of the Services to be provided and your instructions. We reserve the right to amend the quotation at any time if in our opinion the Material is inadequate or inaccurate of if your instructions change.
2.5 These Conditions apply to all Services provided to you by us.
3. PRICE AND PAYMENT
3.1 The price payable for the Contract shall be the quotation issued by us subject to any amendment as set out in Clause [2.3]. We reserve the right to make additional charges if, in our opinion, your material is inadequate or inaccurate or as a result of any inaccuracy or change in your instructions.
3.2 We shall invoice you for the Services and all appropriate taxes and expenses which we are required by law to collect. You shall be responsible for and shall indemnify us in respect of all and any penalties or interest on such taxes which arise howsoever and whatsoever directly or indirectly as a result of your delay in paying the same. For the avoidance of doubt our charges net of tax shall take priority over any taxes in the allocation of monies received from you.
3.3 Payment for the Services shall be made within 30 days from the date of invoice. All payments shall be made without deduction or set-off.
3.4 In the event that you fail to pay any invoice in accordance with these Conditions we shall be entitled to suspend any further work on the same Order or any other Order you have placed. Such rights are without prejudice to any other remedies we may have. Property in the Translated Works shall not pass to you unless and until payment therefore (together with any applicable interest has been made in full).
3.5 Interest shall be charged on overdue accounts, such interest to be calculated daily on the amount outstanding at the rate of 8 per cent above the published base rate of the Bank of England.
4.1 The dates for delivery of the Translated Works or the performance of the Services are approximate only and time shall not in any case be of the essence. Any delay shall not entitle you to reject delivery of the Translated Works and/or performance of the Services or to repudiate the Contract except pursuant to paragraph 4.2.
4.2 In the event that any delay in delivery of the Translated Works or the performance of the Services is due to act of God, fire, tempest, industrial action, hostilities, governmental order or intervention or any other cause beyond our reasonable control we will advise you. In the event that such circumstances prevail for a period in excess of 3 months you will be entitled to cancel the Order by notice in writing.
4.3 The despatch of the Translated Works (whether by post, facsimile or e-mail or to a courier) shall constitute delivery to you. The risk in the Translated Works shall pass to you on despatch.
5. OUR RESPONSIBILITY AND LIABILITY
5.1 The Services shall be carried out using reasonable skill and care in accordance with the standards of the industry.
5.2 To the extent permitted by law no terms conditions or warranties express or implied shall be incorporated into the Contract other than as set out in these Conditions.
5.3 You acknowledge that any Material which you submit to us and any Translated Works we submit to you over the internet cannot be guaranteed to be free from the risk of interception even if transmitted in encrypted form and that we have no liability for the loss, corruption or interception of any of your Material or our Translated Works.
5.4 Save in respect of death or personal injury resulting from our negligence and subject to clause 5.5 our liability to you in respect of the provision of the Services and/or the Translated Works shall be limited as follows:
5.4.1 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;
5.4.2 Our entire liability to you under any Contract shall not exceed the price payable to us by you under the Contract to which any claim relates.
5.5 No claim arising out of the provision of the Services and/or the Translated Works shall be accepted unless you notify us within 30 days of delivery of the Translated Works of such claim together with full details thereof.
5.6 You must notify us within 30 days of delivery of the Translated Works of any alleged inaccuracies in the Translated Works, at which point our liability will be no more than to rectify any such alleged inaccuracies, that we feel to be justified, to our satisfaction. At no time will such allegations delay payment.
6. YOUR RESPONSIBILITY AND LIABILITY
6.1 You will be responsible for ensuring that your instructions and any specific requirements are unambiguous and that the Order you place is correct.
6.2 When ordering a translation service, you will always provide exhaustive and detailed instructions about all relevant aspects of the assignment. In the case of a translation assignment, you will clearly indicate the target group and intended use of the translation, e.g. whether required for:
• information only
• publication and advertising
• legal purposes or patent proceedings
• any other purpose, where the particular rendering of the text by the translator employed is liable to be of consequence.
6.3 You warrant, represent and undertake that the Material submitted by you shall not contain anything of an obscene, blasphemous or libellous nature and shall not (directly or indirectly) infringe the Intellectual Property Rights of any third party.
6.4 Where the purpose of a translation is not disclosed to us, we will execute the translation to the best of its judgement in accordance with one of the purposes specified in the above itemisation as if its purpose had been disclosed.
6.5 Should you wish to use a translation for a purpose other than that for which it was originally supplied, you will obtain confirmation from us or another competent authority that the translation is suitable for the new purpose.
6.6. If you use a translation for a purpose other than that for which it was supplied and such usage fails to meet expectations, you will not be entitled to any compensation from us, and you will indemnify us against any loss arising to TTC in goodwill or otherwise as a result.
6.7 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 12 months after termination of the Contract (for whatever reason), 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 (“Translator”). 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. For the avoidance of doubt the identity of a Translator in respect of any Contract shall be confidential and the disclosure of such identity to a third party for the purpose of the use, employment or engagement by that third party for the provision of services identical or similar to those provided by us shall constitute a breach by you of this clause.
6.8 Should any part of clause 6.3 be adjudged to be unreasonable or illegal then it shall be challenged only to the point of reduction to the lowest reasonable remedy and in any event shall not affect the validity of any other part of that clause or the Contract as a whole.
6.9 You agree, upon demand, to indemnify us and keep us indemnified (which for the purpose of this clause includes our employees, agents and sub-contractors) against all proceedings, claims, losses, damages, costs and expenses (including legal costs on a full liability basis) arising howsoever and whatsoever directly or indirectly from:
6.9.1 the use or possession by us of any Material provided by you in relation to the provision of the Services, including the breach of any Intellectual property Rights of any third party in or to any such Material;
6.9.2 the processing by us of any data (where “processing” and “data” have the meaning given in section 1(1) of the Data Protection act 1998) in the provision of the Services as set out in clause 9 below;
6.9.3 any breach of warranty given by you in this clause 6; or
6.9.4 any other breach by you of these Conditions.
6.10 In the event you require us to provide the Services on your premises you shall;
6.10.1 assign members of staff with suitable skill and experience to be responsible for our activities;
6.10.2 provide such access to premises, interpretation systems or other facilities which may be reasonably required by us;
6.10.3 provide such information as may be required by us to carry out the Services and ensure that such information is correct and accurate;
6.10.4 ensure that all necessary safety and security precautions are in place at your premises.
6.11 We shall not be obliged to continue to perform the Services where we consider, at our sole discretion, this would constitute a breach of warranty given by you in this clause 6, an illegal act or a safety hazard.
6.12 You agree that upon completion of the Contract you shall not use the Translated Works for any illegal or immoral purpose and that upon any publication by you of the published Translated Works you agree to identify us as the author of the same and we hereby notify you that we do not waive our right to object to derogatory treatment of the Translated Works.
7. INTELLECTUAL PROPERTY
7.1 Subject to payment in full of our charges in respect of the Translated Works and/or the services all Intellectual Property Rights (including but not limited to copyright) in the Translated Works shall vest in you (or your licensors) but, for the avoidance of doubt, you hereby grant to us (and our sub-contractors) a licence to store and use the Material and the Translated Works for the duration of the Contract and for the purposes of providing the Services to you.
8.1 We agree not disclose any Confidential Information that you provide to us save:
8.1.1 where required to do so by law or any regulatory authority in which case we will notify you of the same;
8.1.2 where such disclosure is to our personnel and sub-contractors strictly for the purpose of performing the Services in which case we will convey the obligation of confidentiality in this clause to such personnel and sub-contractors and will use all reasonable endeavours to ensure that such persons do not make any disclosure other than is permitted by this clause 8.
9. DATA PROTECTION
9.1 Each party shall ensure that in the performance of its obligations under these Terms and Conditions it will at all times comply with relevant provisions of the Data Protection Act 1998. We acknowledge that if we are required to process any data in the course of providing the Services we shall do so only on your instructions.
10.1 If you cancel, reduce in scope or frustrate (by an act or omission on your part of any third party relied upon by you) the Contract, the full price for the Contract shall remain payable.
10.2 We shall be entitled to terminate the Contract immediately by written notice to you if: 10.2.1 you commit a material breach of the Contract and, in the case of such a breach being capable of remedy, you fail to remedy the same within 7 days of receipt of a written notice requiring you to do so;
10.2.2 you may make any voluntary arrangement with your creditors or (being an individual or firm) become bankrupt or (being a company) become subject to an administrative order to go into liquidation, or an encumbrance takes possession or a receiver is appointed over any of your property or assets, or you cease or threaten to cease business, or an equivalent or analogous event occurs in any other jurisdiction.
10.3 Termination of the Contract shall not prejudice any rights or remedies that may have accrued to either party.
11. DISPUTE RESOLUTION
11.1 If any dispute arises between the parties in respect of any Contract, then such dispute shall at the request of either party be referred to a person agreed between the parties (or in default of agreement to a person chosen on the application of either party to the Chairman or General Secretary for the time being of the Association of Translation Companies or Institute of Translation and Interpreting).
11.2 Such a person shall be appointed to act as an expert and not as an arbitrator and the decision of that person shall be final and binding.
11.3 The cost of such an expert shall be borne equally by the parties, unless such expert otherwise directs.
12.1 We may engage any person, firm or company as our sub-contractor to perform any or all of our obligations and we may assign any or all of our rights and obligations under the Contract.
12.2 Any notice or other communication to be given under these conditions must be in writing and may be delivered or sent by prepaid first class letter post or facsimile transmission. Any notice or document shall be deemed served if posted, 48 hours after posting; and if sent by facsimile transmission (or e-mail), at the time of transmission subject to proof of confirmed transmission.
12.3 No waiver by us of any breach of the Contract by you shall be considered as a waiver of any subsequent breach of the same or any other provision.
12.4 Without prejudice to clause 6.3 if any provision of these Conditions is or becomes invalid or unenforceable it will be severed from the rest of these Conditions so that it is ineffective to the extent that it is invalid or unenforceable and no other provisions of these Conditions shall be rendered invalid, unenforceable or be otherwise affected.
12.5 A person who is not party to this agreement shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Conditions.
12.6 This Contract shall be governed and construed in accordance with the laws of England and Wales and the parties hereby submit to the exclusive jurisdiction of the English courts.
These terms and conditions are subject to change without prior written notice