Terms of Business
In submitting a text for translation or any other Translation Task, any Client enters into a binding agreement with the Supplier, said agreement being covered by these terms of business (“TOB”). Where work has already commenced on a matter then these TOB shall apply retrospectively from the commencement of that work unless otherwise agreed by the parties.
Subject to any variation under clause 11.7 below, these TOB form part of the agreement between the Client and the Supplier to the exclusion of all other terms and conditions (including any terms or conditions which the Client purports to apply under any purchase order, confirmation of order, specification or other document).
“Supplier” shall mean Lexo Consulting Ltd, a company registered in England and Wales under number 09064827 with its registered office at 3rd Floor, 3 Fitzhardinge Street, London, W1H 6EF. The Supplier shall normally be the creator of a translation or any other Translation Task unless the Client has been explicitly informed that the Translation Task will be subcontracted.
“Translation Task” shall mean the preparation of a translation or any other translation-related task such as revising and/ or editing, which calls upon the translation skills of the Supplier, but not copywriting or adaptation.
“Client” shall mean the party commissioning a Translation in the normal course of business, whether directly or as an agency. The parties may be natural or legal persons, including, but not limited to, private individuals, associations, partnerships, economic interest groupings or corporate entities.
“Source Material” shall be understood to mean the text which has to be translated or is subject to any other Translation Task.
“Translation” shall mean the translated, edited or revised text.
2. Copyright in Source Material
2.1. The Supplier accepts an order from the Client on the understanding that performance of the Translation Task will not infringe any third party rights.
2.2. The Client undertakes to keep the Supplier harmless from any claim for infringement of copyright and/or other intellectual property rights in all cases. The Client likewise undertakes to keep the Supplier harmless from any legal action including defamation which may arise as a result of the content of the original Source Material or its Translation.
3.1. When commissioning a Translation, the Client shall clearly indicate the intended use of the Translation, e.g. whether required for:
a) information only;
b) publication and advertising;
c) legal purposes or patent proceedings;
d) any other purpose.
3.2. The Supplier will carry out the Translation Task on the basis of the fee arrangement agreed between the Supplier and the Client from time to time. In the absence of any specific agreement, the fee to be charged shall be determined by the Supplier on the basis of the Client’s description of the Source Material, the purpose of the Translation and any instructions given by the Client.
3.3. Any fee quoted, estimated or agreed by the Supplier on the basis of the Client’s description of the task may be subject to amendment by agreement between the parties if, in the Supplier’s opinion on having seen the Source Material, that description is materially inadequate or inaccurate.
3.4. Should Client desire to use a Translation for another purpose than that for which it was originally supplied, Client shall obtain confirmation from the Supplier that the Translation is suitable for the new purpose.
3.5. The Supplier reserves the right to amend and adapt such a Translation previously supplied (if necessary) for the new purpose and make a further charge for such work.
3.6. In the event of use of the Translation by the Client for a purpose other than that for which it was supplied, Client shall not be entitled to any compensation by the Supplier and, the Client shall indemnify the Supplier against any loss arising to the Supplier in goodwill or otherwise as a result.
3.7. Where VAT is chargeable it will be charged in addition to the quoted fee if the Supplier is VAT registered.
3.8. Where a Translation Task is found to present latent special difficulties of which the Supplier could not be reasonably aware at the time of offer and acceptance the fee arrangement may be renegotiated. The Supplier will notify such circumstances to the Client as soon as reasonably practical after discovery.
3.9. An estimate shall not be considered contractually binding, but given for guidance or information only.
3.10. Other supplementary charges may also be charged, 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
terminological research, 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.
3.11. If any changes are made in the Source Material or the Client’s requirements at any time while the Translation Task is in progress, the Supplier’s fee, any applicable supplementary charges and the terms of delivery shall be adjusted in respect of the additional work.
4.1. The completed Translation shall be delivered to the Client by email on the date and by the time agreed between the parties from time to time. If another delivery method is agreed any courier and/or postal costs shall be chargeable to the Client.
4.2. The time and date of delivery shall not be of the essence unless this has been notified to the Supplier in advance and agreed by the Supplier in writing.
5. Complaints and Amendments
5.1. The Client shall review the completed Translation upon receipt from the Supplier and shall raise any queries or complaints as soon as practical with the Supplier but latest within 14 days of the date of delivery of the Translation. The Supplier shall be given the opportunity to make good any defects in the work provided.
5.2. If a Translation is in any way amended or altered by the Client or any third party without the written permission of the Supplier, the Supplier shall not be in any way liable for amendments made or their consequences.
5.3. Failure by the Supplier to meet agreed order requirements or to provide a Translation which is fit for its stated purpose shall entitle the Client to reduce, with the Supplier’s consent, the fee payable for work done by a sum equal to the reasonable cost necessary to remedy the deficiencies.
5.4. Such entitlement shall only apply after the Supplier has been notified in writing of all alleged defects and has been given the opportunity to make good any defects in the work provided.
The Client shall pay the Supplier in full no later than 14 days from the date of invoice by the method of payment and in the currency specified in the invoice. All bank charges shall be borne by the Client. In the case of late payment, interest shall automatically be applied at the rate of 8% per annum over the Bank of England base rate (or such rate as is determined by statute, the latter prevailing) to all overdue sums from the due date
until paid in full.
7. Copyright in Translations
Copyright in all work provided by the Supplier remains with the Supplier unless specifically agreed otherwise in writing. The Supplier asserts all moral rights relating to copyright.
8. Confidentiality and Safe-keeping of the Client’s Documents
8.1. All documents received from the Client and/or created by the Supplier for the performance of the Translation Task shall be treated as confidential. The Supplier shall at all times exercise due discretion in respect of disclosure to any third party of any information contained in the Client’s original documents or Translations thereof. A third party may be consulted over specific translation terminology queries, provided that there is no disclosure of confidential material.
8.2. The Supplier shall be responsible for the safe-keeping of the Client’s documents and copies of the Translations, and shall ensure their secure disposal.
9. Cancellation and Frustration
9.2. If a Translation 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 pay the Supplier for the work already completed and the Supplier will make such work available to the Client.
9.3. In the event of a Force Majeure, the affected party shall notify the other party without delay, indicating the circumstances. Force Majeure shall entitle both parties to withdraw from the Translation Task, but in any event, the Client undertakes to pay the Supplier for work already completed. The Supplier will assist the Client to the best of its ability to place his Commission elsewhere.
Force Majeure shall include Strike, Lockout, Industrial Dispute, Civil Commotion, Natural Disaster, Acts of War, computer failure, and any other situation which can be shown to materially affect the Translation Task.
10.1. The Translation Task shall be carried out by the Supplier using reasonable skill and care. Time and expense permitting, the Supplier shall use best endeavours to do the work to the best of its ability, knowledge and belief.
10.2. Unless otherwise agreed in writing by both parties, the Supplier’s liability for any claims, demands, damages, costs and expenses resulting from any tortious act or omission, and/or breach of the terms and conditions set out in these TOB is limited to the amount of any fees received by the Supplier in respect of the specific Translation which is the subject of the potential claim.
10.3. The Supplier shall not be liable for any loss of actual or anticipated income or profits, loss of contracts, revenues, business or anticipated savings or for any special, indirect or consequential loss or damage of any kind howsoever arising.
10.4. Liability is not excluded for fraudulent misrepresentations or death or personal injury caused by the negligence of the infringing party.
11.1. These TOB shall be governed by the laws of England and Wales and subject to the jurisdiction of the English courts.
11.2. Nothing in any Translation and/or associated correspondence from the Supplier is intended to be or should be interpreted as legal advice and/or legal practice.
11.3. No part of any numbered clause shall be read separately from any other part.
11.4. Section headings are provided for convenience of reading only and shall be ignored for the purposes of
11.5. No waiver of any breach of any condition in these TOB shall be considered as a waiver of any subsequent breach of the same or any other provision.
11.6. If any provision of these TOB is invalid or unenforceable for any reason, that invalidity will not affect the rest of these TOB which will remain valid and enforceable in all respects.
11.7. These TOB may only be amended in writing by the parties by mutual agreement.