For the purpose of these Terms and Conditions “the Company”, “we”, “our” or “us” refers to Language Connect International Ltd (company no. 7364250 whose registered office is at 64 Southwark Bridge Road, London SE1 0AS) and “Client” or “you” represents the company, firm, body, organisation, or person contracting Language Connect International Ltd to undertake service(s) on its behalf.
“Agreement” is defined as the agreement between the Client and the Company governed by the Terms and Conditions of service.
“Terms and Conditions” means these standard Terms and Conditions as set out below.
“Order” means a confirmed request by you for our Services.
“Services” means translation services performed by us for you.
“Work materials” means any information communicated or transmitted to us by you in order to perform the Services provided herein.
“Confidential Information” means 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.
“Data Protection Legislation” means the UK Data Protection Legislation and (for so long as and to the extent that the law of the European Union has legal effect in the UK) the GDPR and any other directly applicable European Union regulation relating to privacy.
“GDPR” means General Data Protection Regulation ((EU) 2016/679).
“UK Data Protection Legislation” means any data protection legislation from time to time in force in the UK including the Data Protection Act 1998 or 2018 or any successor legislation.
In submitting an Order, the Client enters into a binding Agreement with the Company, covered by the following Terms and Conditions:
No conditions other than those set out herein nor any variation thereof shall be binding on the Company unless otherwise specifically agreed in writing by a Partner of the Company. These conditions shall be incorporated in every quotation, acceptance and contract for work by us subject to the foregoing; any conditions proposed by the Client are hereby excluded.
2. INTENDED USE OF TRANSLATION SERVICES
2.1. The Client shall clearly indicate in writing the intended use of the translation.
2.2. Unless otherwise requested in writing a translation is undertaken for information and understanding only, which is of a high enough standard for use in general correspondence.
2.3. If requested in writing, the translation may be the final document which will not be further edited by the Client or other-related third parties nor be required for:
– Contracts, insurance, patents and other legal purposes,
– Printing or publication,
– Any other purposes, where the particular rendering of the text is liable to be of consequence, all of which will necessitate a higher level of accuracy and/or proof-reading and therefore will be subject to a proof-reading charge as shown on the price list.
2.4. Should a Client wish to use a translation for any other purpose than that for which it was originally supplied, the Client shall obtain confirmation from the Company that the translation is suitable for the intended new purpose. The Company reserves the right to amend and adapt, at the cost of the Client, the previously supplied translation, if necessary, for its new purpose.
2.5. Where the purpose of the translation is not disclosed to the Company, the Company shall proceed with the translation as if it were for information purposes only. However if, in the Company’s judgement, the assumed intended purpose is otherwise, the Company shall communicate with the Client, whenever possible, before commencing translation in order to clarify the intended purpose.
2.6. The Company may indicate the standard for which the translation was supplied and will determine the charge accordingly.
3.1. Quotations are not binding on the Company and are given subject to confirmation by the Company upon receipt of the Client’s order. No Agreement shall be concluded until such confirmation is given. Written quotations remain valid for 30 days after despatch and thereafter will lapse unless otherwise stated in writing.
3.2. Quotations are given on the basis of the Client’s description of the source material, the purpose of the translation and any other instructions. Such quotations may be amended at any time if, in our opinion, the description of the source materials is materially inadequate or inaccurate.
3.3. Information provided in the Company’s brochures, website or other published material is a general description only and does not form part of these Terms and Conditions.
4.1. Unless otherwise stated, prices are in sterling and are exclusive of value added tax. We shall invoice you for all appropriate taxes and expenses for which we are liable to collect. You shall be liable to pay any penalties or interest on such taxes which are payable by us as a result of your delay in paying such charges.
4.2. Payment is requested by cheque or direct bank transfer, e.g. BACS or CHAPS, unless otherwise specified in writing on the invoice. All payments shall be made without deduction or set-off of bank charges.
4.3. Where credit accounts are opened for a Client, payment must be received within 14 days of the date on which the invoice is issued unless specifically agreed in writing by a Partner of the Company. Discounts included on quoted prices are only applicable if invoices are paid within 14 days of receipt.
4.4. 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 is subject to exchange rate fluctuations at the date of invoice.
4.5. Services will be invoiced in full on completion unless the duration of the work exceeds one full month. Services provided continuously for over one month will be invoiced for 50% of the total estimated value of the work after one month and 50% on completion.
4.6. Without prejudice to the Company’s other rights, we reserve the right to levy a service charge equal to the greater of 5% per month on the outstanding amount or £5 on all accounts outstanding beyond the due date to cover financial and administrative costs. Should it prove necessary for us to engage the services of debt recovery agents, a surcharge equalling the fees of such agents will be applied to the outstanding amount unpaid to recover the costs.
4.7. Failure to pay any invoice in accordance with these Terms and Conditions or any others specified in writing at the time, shall entitle us 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.
5. COMPLETION OF WORK
5.1. A date agreed by the Company for delivery is given and intended as an estimate only. The Company will make every endeavour to meet such an estimated date but shall not be liable to make good any damage or loss, whether arising directly or indirectly out of its failure to meet such estimated date. Whilst we shall make every reasonable effort to meet the Client’s requirements, late delivery shall not entitle the Client to withhold payment for Services provided.
5.2. The Client and the Company may, at any time after such date, in regard to the original anticipated delivery period, agree a further date for delivery, and if delivery has not taken place by such a date, no charge will be made and the Contract will be considered cancelled.
5.3. The Company reserves the right to sub-contract all or part of the work to a contractor(s) of its choice. We will not be liable in any circumstances for the consequences of failure to deliver or perform if the delay or failure is due to the non-delivery or non-performance by its sub-contractors. 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 order from the Client) the Company shall notify the Client without delay, indicating the circumstances. Force Majeure shall entitle both the Company and the Client to cancel the order but, in any event, the Client undertakes to pay the Company for work already completed. The Company will assist the Client, to the best of its ability, to complete their order.
Delivery is deemed to have taken place by emailing, faxing, posting or delivery to a carrier, as the case may be, and the risk shall pass to the Client. However, the Company will retain a copy of the translation and, in the event of there being any loss or damage, will forward a further copy free of charge.
Although an urgency surcharge may be levied on urgent translations, because such urgency may preclude the necessary time to check and edit the translation, the Company will not accept any liability for any work submitted on an urgent basis. Should such completion of work necessitate overtime being worked or other additional costs being incurred, a charge will be made to cover the increased cost.
8. CANCELLATION AND SUSPENSION
8.1. If the Client for any reason cancels work which has been commissioned, charges will be payable for all the completed work up to the cancellation date and for all other costs and expenses which may accrue as a result of such cancellation.
8.2. If the Client suspends or postpones work commissioned for a period of 21 days or more, charges will be payable for all commissioned work up to the date of suspension or postponement and for all other cost and expenses which may accrue as a result of such suspension.
9.1. The Company shall be relieved of all liability in respect of obligations incurred to the Client which it cannot fulfil for reasons beyond its control.
9.2. The Company’s entire liability to the Client under this Agreement including but not limited to the Services provided shall not exceed the price payable to us by you under the Contract to which any claim relates.
9.3. 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) and you shall indemnify us against all claims and demands upon us for any such consequential loss or damage.
9.4. The Company shall incur no liability to the Client for innocent or negligent misrepresentation by virtue of any statement made by or on behalf of us prior to the Agreement, whether orally or in writing, and you shall not be entitled to rescind the Agreement on the grounds of any such misrepresentation.
9.5. In the event of the Client using work carried out for a purpose other than for which it was supplied, the Client shall not be entitled to any compensation by the Company, and you shall indemnify us against any loss you incur, in goodwill or otherwise.
9.6. The Client acknowledges that any materials submitted by and 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 materials.
For Translation work:
(i) The Company shall not be liable for loss of profits, business, contracts, revenue, damage to the Client’s reputation or goodwill, anticipated savings, and or any other indirect or consequential loss or damage whatsoever.
(ii) Whilst the Company undertakes to use its best endeavour to produce an accurate and idiomatic translation of the original text, the Client must accept that a translation may read differently from good original writing and so no liability is accepted by us for an alleged lack of advertising or sales impact. We may indicate errors or omissions in any original material supplied by you.
(iii) The Company shall not be liable for errors in conversion from one system of measurement to another, for transliteration of names and other proper nouns from one script to another or for translation of abbreviations, neither shall we be liable for errors resulting from illegibility of any material supplied by you or for any consequent loss or damage thereupon.
(iv) In the case of a material error or omission in work undertaken by the Company, we will, at our choice, either re-type the work or compensate the Client for the cost of any additional typing or printing up to the amount of our fee, in respect of that work, provided that such fee has been paid in accordance with the Company’s terms of business and provided the work has been used by the Client for the purpose indicated on the order. Any re-interpretation of a translation will be solely undertaken by us and the Client must refer questions of material error or omission to us within 10 working days of the translation delivery date. For publication – we will only accept responsibility for any errors or omissions if the final proof is submitted to us for a final check prior to going to print. All figures and codes will be left for the Client to check and we will not be responsible for any errors in the figures.
(v) Where the Services provides proofs or texts to be submitted to the Client for approval, the Company shall not be liable for any errors not corrected by the Client or any amendments or modifications made by the Client in the proofs or texts so submitted.
10. ILLEGAL MATTERS
The Client warrants that the required translation does not infringe any copyright or other proprietary right nor does it contain anything of an obscene, blasphemous or libellous nature and shall indemnify the Company in respect of all actions, claims, proceedings, costs and damages incurred or awarded and paid in respect of, or arising out of, any breach of such warranty or out of any claim by a third party based on any facts which, if substantiated, would constitute a breach of such warranty.
No oral representation of statement shall be binding upon the Company, whether as a warranty or otherwise, nor shall anything be implied from any such representation or statement.
12. USE OF TRANSLATORS, INTERPRETERS AND VOICE-OVER ARTISTES
Unless otherwise agreed by the Company any Client or Associate shall not, for a period of one year after termination of the Contract, either directly or indirectly, on their 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, interpreter or any other relevant person who has provided the work to you on our behalf under the Agreement. In the case of a breach of this clause, the Client shall forthwith pay to the Company:
(a) where the relevant person becomes an employee or Company of such Client or Associate a sum equal to 50% of the gross annual remuneration of such relevant person or the sum of £10,000 whichever shall be higher, and
(b) in any other case, a sum equal to 50% of the gross annual earnings of such relevant person or a sum of £10,000 whichever shall be higher.
For the purpose of this clause “Associate” means any partner of the Client and any Company in which the Client or any firm in which he is a partner holds not less than one-third of the issued share capital (as defined in Section 737 of the Companies Act 1985) and any subsidiary of such company (as so defined) or in the case of a Client who is a company, any company which owns directly or indirectly not less than one-third of the issued share capital of the Client. “Relevant person” means any translator, interpreter, voice-over artiste, typist or other person who shall have been engaged either as an employee or independent contractor by the Company and who shall have provided work for such Client directly or indirectly through the Company within twelve months preceding the use of their services by the Client or an Associate as aforementioned.
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 received for the translation. The Client hereby agrees to grant us (and our sub-contractors) a licence to store and use the work materials for the duration of the Agreement and for the purposes of service provision.
14.1. Both parties agree not to use nor disclose to third persons any of the other party’s Confidential Information subject to clause 14.2, and in order for us to provide the Services.
14.2. Either party may disclose Confidential Information of the other:
(i) When required to do so by law or any regulatory authority, provided that party required to disclose the Confidential Information, where practicable 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 the owner may take to challenge the validity of such requirement.
(ii) 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 each 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.
15. DATA PROTECTION AND DATA PROCESSING
15.1. Both parties will comply with all applicable requirements of the Data Protection Legislation. This Clause 15 is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation. In this Clause 15, Applicable Laws means (for so long as and to the extent that they apply to the Company) the law of the European Union, the law of any member state of the European Union and/or Domestic UK Law; and Domestic UK Law means the UK Data Protection Legislation and any other law that applies in the UK.
15.2 The parties acknowledge that for the purposes of the Data Protection Legislation, the Client is the data controller and the Company is the data processor (where Data Controller and Data Processor have the meanings as defined in the Data Protection Legislation).
15.3 Without prejudice to the generality of Clause 15.1, the Client will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data (as defined in the Data Protection Legislation) to the Company for the duration and purposes of these Terms and Conditions.
15.4 Without prejudice to the generality of Clause 15.1, the Company shall, in relation to any Personal Data processed in connection with the performance by the Company of its obligations under these Terms and Conditions:
(a) process that Personal Data only on the written instructions of the Client unless the Company is required by Applicable Laws to otherwise process that Personal Data. Where the Company is relying on laws of a member of the European Union or European Union law as the basis for processing Personal Data, the Company shall promptly notify the Client of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit the Company from so notifying the Client;
(b) ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Client, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
(c) ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential;
(d) only transfer any Personal Data outside of the European Economic Area unless the prior written consent of the Client has been obtained where the following conditions are fulfilled:
i. the Client or the Company has provided appropriate safeguards in relation to the transfer;
ii. the Data Subject (as defined in the Data Protection Legislation) has enforceable rights and effective legal remedies;
iii. the Company complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and
iv. the Company complies with reasonable instructions notified to it in advance by the Client with respect to the processing of the Personal Data;
(e) assist the Client, at the Client’s cost, in responding to any request from a Data Subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
(f) notify the Client without undue delay on becoming aware of a Personal Data breach;
(g) at the written direction of the Client, delete or return Personal Data and copies thereof to the Client on termination of the agreement unless required by Applicable Law to store the Personal Data; and
(h) maintain complete and accurate records and information to demonstrate its compliance with this Clause 15.
15.5 The Client consents to the Company appointing freelance linguists and translators as a third-party processor of Personal Data under the Contract. The Company confirms that it has entered or (as the case may be) will enter with the third-party processor into a written agreement incorporating terms which are substantially similar to those set out in this Clause 15. As between the Client and the Company, the Company shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this Clause 15.5.
15.6 Either party may, at any time on not less than 30 days’ notice, revise this Clause 15 by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when replaced by attachment to these Terms and Conditions).
16. SETTLEMENT OF DISPUTES
Both parties should make efforts to settle disputes in good faith but failing that disputes between the Client and the Company shall, at the request of either party, be referred to a person agreed between the parties or (in default of Agreement within 7 days of notice from either party) to a person chosen on the application of either party by the Chairman of the Association of Translation Companies. The decision of the Association’s arbitration panel shall be binding on all parties involved and shall be final. Both parties will be required to share the costs of the arbitration procedure.
17. GOVERNING LAW
The above Terms and Conditions shall be governed by and construed in all respects in accordance with English law and the parties hereby submit to the non-exclusive jurisdiction of the English courts
These Terms and Conditions are subject to change without prior written notice. This version was published on 4th June 2018.
Supplementary Terms and Conditions exist for Interpreter and Voice-over Services.