Your Translation is trading name for Eduband LLP.
Standard Service Terms and Conditions
1. Interpretation
In these Terms and Conditions, unless the context requires otherwise:
‘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 our Services.
‘Contract‘ means a contract between us and you for the provision of Services, incorporating these Terms and Conditions.
‘Intellectual Property Rights’ means any rights in or to any patent, copyright, database right, registered design, design right, utility model, trademark, brand name, service mark, trade name, business name, chip topography right, know how or Confidential Information 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 for the Services provided by us to you.
‘Original Works’ ‘Source Material’ means the documents, files, materials and works provided by you for the purposes of carrying out the Services.
‘Services’ ‘Translation’ means all language services performed by us for you.
‘Terms and Conditions’ means these standard terms and conditions as set out below.
‘Translated Works’ means the documents, files, materials and works translated and produced from the Original Works in accordance with your instructions and provided to you by us.
‘Translation Task’ means the preparation of a Translation or any other translation-related task such as revising, editing, etc.
‘Third Party’ means any party who is not a party to this Contract
‘We, us, our, the Company’ means EDUBAND LLP (company number OC444451) trading as Lingo Horizon TS, business address: Apex House Grand Arcade, North Finchley, London, N12 0EH, England, United Kingdom
‘You, your, Client’ means the company, firm, body or person to whom we are supplying the Services and / or the Translated Work.
1.2 The clause headings are for convenience of reference only and shall not affect the construction or interpretation of these Terms and Conditions.
1.3 References to ‘documents’, ‘records’, ‘books’ and ‘data’ shall include information contained in computer programs and disks and records 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 The word ‘including’ shall be understood to mean ‘including without limitation’ and the word ‘includes’ shall be understood to mean ‘includes without limitation’.
1.5. References to a “Party” or the “Parties” means the parties to this Contract. Such Parties may be natural or legal persons, including, for example, private individuals, associations, partnerships, economic interest groupings or corporate entities.
2. General
2.1 Any Contract shall be subject to these Terms and Conditions to the exclusion of all others (including any terms which you purport to apply under any Order, specification or other document). No terms endorsed on, delivered with or contained in your Order, specification or other document shall form part of the Contract simply as a result of being referred to in the Contract. These Terms and Conditions apply to all of our sales or provision of Services and any variation thereto shall have no effect unless expressly agreed in writing by us. You acknowledge that you have not relied upon any statement, promise or representation given by us other than is set out in the Contract. Nothing in this condition excludes or limits our liability for fraudulent misrepresentation.
2.2 Each Order or acceptance of quotation for Services by you (either orally or in writing) shall be deemed: (i) to be an offer by you to purchase the Services subject to these Terms and Conditions to the exclusion of any other terms; and (ii) in the absence of manifest evidence to the contrary, to be given by an authorised representative of you. No Order placed by you shall be deemed accepted by us until a written acknowledgement of order is issued by us. Any quotation is given on the basis that no Contract shall come into existence until we dispatch an acknowledgement of order to you.
2.3 Our written quotations are given on the basis that the terms quoted will remain open for the placing of orders for 30 days from the date of the quotation.
2.4 Quotations are given on the basis of your description of the Original Works, the purpose of the translation, the timing of the Order and any other instructions
2.5 Information provided in our brochures, catalogues or other published material is general description only and does not form part of the Contract.
2.6 These Terms and Conditions apply to all Services provided to You unless otherwise agreed between the parties in writing.
2.7 Discounts are given at our discretion.
2.8 The Company reserves the right to reasonably alter the Terms and Conditions at any time.
3. Price and Payment
3.1 Unless otherwise stated, prices are in EURO. We shall invoice you for all appropriate taxes and expenses for which we are liable to collect.
In the absence of any specific agreement, the fee to be charged shall be determined by the Company on the basis of the Client’s description of the Original Works, the purpose of the Services and any instructions given by the Client.
No fixed quotation shall be given by Us until We has seen or heard all the Source Material and has received clear and complete instructions in writing from the Client.
3.2 The Translated Work is delivered electronically, if you require a paper copy, you must advise this when placing your Translation Task, as well as the delivery address. Delivery shall be at the Client’s expense and the cost of delivery shall be added to the cost of Services under your Translated Work.
Other supplementary charges, for example those arising from:
• discontinuous text, complicated layout or other forms of layout or presentation requiring additional time or resources, and/or
• poorly legible copy or poorly audible sound media, and/or
• terminological research, and/or
• certification, and/or
• priority work or work outside normal office hours in order to meet the Client’s deadline or other requirements, may also be charged.
3.3 Quotations in a currency other than Euro 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.
3.4 Payment shall be made immediately and/or according to the instructions that are written in the invoice and/or Order and/or Quote, under the ‘Payment Term’ field. All payments shall be made without deduction or set-off. All and any queries relating to the invoice and/or the Services for any billing period shall be raised within 3 working days of receipt of such invoice by You. In circumstances where no queries are raised within the said 3 days period the invoice shall be deemed accepted.
3.5 Failure to pay any invoice in accordance with the foregoing terms or other terms specified in the Contract 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.
3.6 Where the Services are being provided in stages and/or over a period of more than 30 days, we can invoice you upon completion of each stage of the work or at monthly intervals.
3.7 Any fee quoted, estimated or agreed by the Company on the basis of the Client’s description of the Translation Task may be subject to amendment by agreement between the Parties.
3.8 Any fee agreed for a Services 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.
4. Delivery
4.1 Any delivery date or dates agreed between the Company and the Client shall become binding only after the Company has seen or heard all of the Source Material to be translated and has received complete instructions in writing from the Client.
4.2 The date of delivery shall not be of the essence unless specifically agreed in writing.
4.3 We will not be liable in any circumstances for the consequences of any delay in delivery or performance or failure to deliver or perform if the duration of the delay is not substantial or if the delay or failure is due to late delivery or performance or non-delivery or non-performance by suppliers or subcontractors, shortage of labour, an act of God, fire, 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.
4.4 We do not warrant the postage time.
5. Responsibility and Liability
5.1 The Translation Task shall be carried out by the Company using reasonable skill and care and in accordance with the provisions and spirit of the Code of Professional Conduct of the Institute of Translation and Interpreting.
5.2 Time and expense permitting, the Company shall use its reasonable commercial endeavours to do the work to the best of its ability, knowledge and belief, and consulting such authorities as are reasonably available to it at the time.
5.3 Subject to clause 5.4, a Translation shall be fit for its stated purpose and target readership, and the level of quality specified.
5.4 Unless specified otherwise, Translations shall be deemed to be of “for information” quality only.
5.5 The liability of the Company under or in respect of this Contract, whether in tort, contract or otherwise, shall be limited to the cost of the Translation Task being undertaken when the liability arises.
5.6 Neither Party shall be liable to the other in respect of any consequential or indirect loss whatsoever.
6. Copyright in Source Material, and Translation Rights
6.1 The Company accepts a Translation Task from the Client on the understanding that performance of the Order will not infringe any Third Party rights. Accordingly the Client warrants to the Translator that:
1) the Client has full right and authority to enter into this Contract, having acquired the right and licence to translate and publish the Source Material; and
2) the Source Material does not infringe the copyright or any other right of any person;
6.2 The Client shall indemnify the Company against any loss, injury or damage (including legal costs and expenses and compensation paid by the Company to compromise or settle any claim) which the Translator suffers as a consequence of any breach or alleged breach of any of the above warranties or as a consequence of any claim that the Source Material contains anything objectionable, libellous, blasphemous or obscene or which constitutes an infringement of copyright or of any other rights of any Third Party.
7. Confidentiality and Safe-keeping of the Client’s Documents
7.1 No documents for Translation shall be deemed to be confidential unless this is expressly stated by the Client.
7.2 However the Company shall at all times exercise due discretion in respect of disclosure to any Third Party of any information contained in the Client’s Source Material or Translations thereof without the express authorisation of the Client.
7.3 Notwithstanding clause 7.2, the Parties agree that a Third Party may be consulted over specific translation terminology queries in relation to the Source Material.
7.4 The Company shall be responsible for the safe-keeping of the Client’s Source Material and copies of the Translations, and shall, where necessary, ensure their secure disposal.
7.5 If requested to do so by the Client, the Company shall insure documents in transit from the Company, at the Client’s expense.
8. Cancellation and Frustration
8.1 If a Translation Task is commissioned and subsequently cancelled, reduced in scope or frustrated by an act or omission on the part of the Client or any Third Party, the Client shall except in the circumstances described in clause 8.4 pay the Company the full fee unless otherwise agreed in advance.
8.2 The work completed shall be made available to the Client.
8.3 If a Client goes into liquidation (other than voluntary liquidation for the purposes of reconstruction), or has a receiver appointed or becomes insolvent, bankrupt or enters into any arrangement with creditors the Company shall have the right to terminate a contract.
8.4 Neither the Company nor the Client shall be liable to the other or any Third Party for consequences which are the result of circumstances wholly beyond the control of either Party.
8.5 The Company shall notify the Client as soon as is reasonably practical of any circumstances likely to prejudice the Company’s ability to comply with the terms of the Client’s order, and assist the Client as far as reasonably practical to identify an alternative solution.
8.6 We start the work on your Order/Contract immediately unless you instruct us otherwise, therefore you agree to waive your 14 day cancellation period rights. Therefore please note that by accepting these Terms and conditions and placing the Translation Task and/or instruct us to perform a Service, you agree to waive Your cancellation rights.
9. Complaints and Disputes
9.1 Failure by the Company to meet agreed order requirements or to provide a Translation which is fit for its stated purpose shall entitle the Client to:
1) reduce, with the Company’s consent, the fee payable for work done by a sum equal to the reasonable cost necessary to remedy the deficiencies, and/or
2) cancel any further instalments of work being undertaken by the Company. Such entitlement shall only apply after the Company has been given one opportunity to bring the work up to the required standard.
9.2 The entitlement referred to in clause 9.1, shall not apply unless the Company has been notified in writing of all alleged defects.
9.3 Any complaint in connection with a Translation Task shall be notified to the Company by the Client (or vice-versa) within 15 days of the date of delivery of the Translation. If the Parties are unable to resolve the complaint, the matter may be referred by either Party to the court.
9.4 If a dispute cannot be resolved amicably between the Parties, or if either Party refuses to accept arbitration, the Parties shall be subject to the exclusive jurisdiction of the Courts of England and Wales. In any event this Contract shall be construed in accordance with English law.
10. Certification (certified translation)
10.1 We do not warrant any of our certified translation services and/or any of our issued certificates.
10.2 We do not warrant that our certified translation services will be accepted by any authority and/or official organisation and/or court and/or any individual and/or any company and/or any entity inside and/or outside the United Kingdom.
10.3 Please note that legalisation requirements of different UK and foreign institutions vary greatly. You should always contact the institution for whom your translation is intended for before pursuing a translation.
10.4 We are very careful in ensuring that the Translation is accurate and reflects the text in the original documents. Please note that we do not perform any ‘editing’ or ‘re-writing’, this means that no text is either added, modified or removed from the original documents.
10.5 We are not responsible for the genuineness of the original works and/or documents supplied to Us by the Client.
12.6 Before We certify the translation, we send a draft by email to the Client for approval. The approval time-frame is limited to 10 calendar days, which means that the Client should send us their suggested changes within 10 calendar days from the date we send the draft. If we do not receive the suggested changes form the client within 10 days, then the order will be closed. Please note that any requested changes after the 10 days will be subject to new order and additional fees.
11. Miscellaneous
11.1 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.
11.2 Any notice or other communication to be given under these conditions must be in writing and may be delivered or sent by post or e-mail. Any notice or document shall be deemed served: if delivered, at the time of delivery; if posted, 48 hours after posting; and if sent by facsimile transmission or e-mail, at the time of transmission.
11.3 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.
11.4 If any provision of these Terms and Conditions is deemed to be or becomes invalid, void or unenforceable under applicable laws, such provision will be deemed amended to conform to applicable laws so as to be valid and enforceable, or if it cannot be so amended without materially altering the intention of the Parties, it will be deleted, but the validity, legality and enforceability of the remaining provisions of these Terms and Conditions shall not be impaired or affected in any way.
11.5 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. This clause does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act.
11.6 The Contract (and any proceedings whereby one party might be entitled to join the other as a third party) 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.
11.7 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 making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
12. Applicability and Integrity
12.1 This Contract shall come into effect either (1) when the Client signs the Contract; or
(2) when the Client commences delivery of the Source Material; or (3) when the Company provides any Services under the Contract, whichever is the earlier.
12.2 This Contract should be read in conjunction with the Code of Professional Conduct of the Institute of Translation and Interpreting.
12.3 This Contract may be subject to any detailed requirements or variants expressly specified in the Order relating to a particular Translation Task.
12.4 No waiver of any breach of any condition in this Contract shall be considered as a waiver of any subsequent breach of the same or any other provision.