‘The Company’ means Lingua Translations Limited., sometimes trading as Lingua Translations, registered in England and Wales under address Suite 15, J-Shed, The Waterfront, Swansea, SA1 8PL.
‘Work’ means any translation, interpreting or other services undertaken or supplied by The Company.
‘The Client’ means any person or corporate identity to which The Company shall supply Work.
‘Original Works’ means the documents, files, materials and works provided by the Client to the Company for the purposes of carrying out the Work, in both paper and electronic formats.
‘Finalised Works’ means the documents, files, materials and works translated and produced from the Original Works in accordance with the instructions of the Client and provided by the Company to the Client.
‘Contract’ means the contract between the Client and the Company, and consists of the purchase order or equivalent written confirmation of quotation acceptance from the Client, and these Terms and Conditions.
‘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 or Confidential Information, Translation Memory 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.
Verbal quotations are given for guidance only. They are not binding to The Company and are subject to a printed quotation upon receipt of the Original Works. Written quotations remain valid for 30 days after dispatch unless otherwise stated. The Company reserves the right to make an additional charge to the quoted amount if after commencement of the Work, changes to the Original Works are advised by The Client. Such a charge will be agreed with The Client before continuing with the Work.
Acceptance of any quotation, proposal or Service Level Agreement will also mean an acceptance of these Terms and Conditions.
All Contracts are subject to these Terms and Conditions. All Terms and Conditions referred to in the purchase order of the Client or requested by the Client shall have no effect.
Contract must be confirmed in writing by one of the Directors of the Company.
Information provided in our brochures and other published material is a general description and has no legal bearing on the Contract.
Price and payment
Unless otherwise stated, prices are in GBP and are exclusive of VAT (value added tax) or any other tax. The Company shall invoice the Client for all appropriate taxes and expenses for which the Company is liable to collect. The Client shall be liable to pay any penalties or interest on such taxes which are payable by the Company as a result of the Client’s delay in paying such taxes.
Discounts included in quotations are only applicable if invoices are paid by the specified date.
Quotations in a currency other than GBP 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.
All Work is subject to a minimum charge of £45.00 GBP unless specified otherwise.
Any deposits or retainers paid to The Company are deemed as non-refundable.
New Clients and Clients who do not form part of a Limited Company, LLP or Registered Charity in the UK, or equivalent overseas, are required to pay a deposit of at least 50% of the total quote value (inc. VAT) prior to commencement of the work.
In the case of Translation Work, once the relevant quotation is accepted, the company will commence allocation of work to a qualified person. In the event that the purchase order for the work is cancelled after acceptance of the quotation, the Company reserves the right to charge a cancellation fee of an amount not exceeding 10% of the value of the quotation.
Where the quotation appertains to the Company supplying an interpreting service, the cancellation fee of an amount not exceeding 50% of the value of the quotation will be levied if the purchase order is cancelled on or after 5 pm UK time prior to the day that the service is due to be provided. Where cancellation is made prior to 5 pm UK time the day prior, a cancellation fee of 10% will be levied.
Without prejudice to the other rights of the Company, the Company reserves the right to charge interest on overdue accounts, such interest to be calculated daily on the amount outstanding at the rate of 5 per cent above the published base rate of the Bank of England.
Payment shall be made within 14 days of invoice date. The Client must cover all bank charges.
Failure to pay any invoice in accordance with the foregoing terms, or other terms specified in the Contract, shall entitle the Company to suspend further work both on the same order, and on any other order from the Client, without prejudice to any other right the Company may have.
Title to the Finalised Works shall remain vested in the Company and shall not pass to the Client until the purchase price for Finalised Works has been paid in full and received by the Company as cleared funds. Any utilisation of the Finalised Works by the Client before such payment is received can only be with the specific permission of the Company. Such permission can only be given by an officer of the Company and will, if given, be in writing. Utilisation of the Finalised Works without such permission will be a breach of copyright and any action necessary to remedy the breach will be taken by the Company, at the Company’s sole discretion.
Client/supplier invoices must be submitted within 30 days of the job completion. Failure to do so will result in the invoices being dated as of the date in which they are received.
Completion of Work
Whilst the Company will always endeavour to meet deadlines, dates for delivery of the Finalised Works, or the dates for carrying out the Work, are approximate only and, unless otherwise expressly agreed by the Company, time is not of the essence for delivery or performance, and no delay shall entitle the Client to reject any delivery or performance or to repudiate the Contract.
Any invoices to the Company must be raised with three months of completion of works, failure to do so will void any Purchase Orders unless otherwise agreed by the Company.
Delivery is defined by posting to a carrier such as postage, email, facsimile or FTP transfer.
Duties of the Company
The Work shall be carried out using reasonable skill and care in accordance with the standards of the industry.
The Company shall use all reasonable skill and care in selecting translators, interpreters and other personnel used to perform the Works and produce the Finalised Works.
No terms, conditions or warranties, whether express or implied, about the quality or fitness for purpose of the Services or the Finalised Works shall be incorporated unless expressly set out in the Contract.
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 the Company prior to the Contract, whether orally or in writing, and you the Client shall not be entitled to rescind the Contract on the grounds of any such misrepresentation.
The Company does not warrant that the Finalised Works will meet the specific requirements of the Client and, unless otherwise agreed, the Company does not warrant that the operation of any Finalised Works sent to the Client will be uninterrupted or error free.
Furthermore, the Company does not warrant that or make any representation regarding the use of the Finalised Works in terms of their accuracy, correctness, reliability or otherwise.
The Client acknowledges that any Original Works and Finalised Works submitted by and to the Client over the Internet cannot be guaranteed to be free from the risk of interception, even if transmitted in encrypted form, and that the Company has no liability for the loss, corruption or interception of any Original Works or Finalised Works.
The Client must notify the Company within 14 days of delivery of the Finalised Works of any claim arising out of the provision of the Works and/or the Finalised Works, together with full details of such Claim. In any event, the Company shall not be liable to the Client in the event of a failure to notify the Company of any Claim within a reasonable time of delivery of the Finalised Works.
The Client must notify us within 14 days of delivery of the Finalised Works of any alleged inaccuracies in the Finalised Works, at which point our liability will be no more than to rectify any such alleged inaccuracies, that the Company feel to be justified, to our satisfaction. At no time will such allegations delay payment.
Duties of the Client
The Client warrants, represents and undertakes that the materials submitted by the Client 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 parties.
Any queries or complaints that the Client has after receiving the Finalised Works must be taken up with the Company within 30 days of receipt. After that time such complaints will be treated as invalid.
Non-solicitation: Unless otherwise agreed by the Company, the Client (which for the purposes of this clause includes any of the Client’s associated companies) shall not, for a period of one year after termination of the Contract, either directly or indirectly, on the Client’s own account or for any other person, firm or company, solicit, employ, endeavour to entice away from the Company, or use the services of a translator/interpreter who has provided Services and/or Finalised Works to the Client on our behalf under the Contract. In the event of the Client’s breach under this clause, the Client agrees to pay the Company an amount equal to the aggregate remuneration paid by the Company to the translator/interpreter for the year immediately prior to the date on which the Client employed or used the services of the translator/interpreter. This clause shall not apply where the Client has an existing relationship before contract start date.
Intellectual Property Rights
Intellectual Property Rights (including, but not limited to copyright) in the Original Works and, subject specifically to 18a above, the Finalised Works shall vest in the Client (or licensors thereof) but, for the avoidance of doubt, the Client hereby grants to the Company (and our sub-contractors) a license to store and use the Original Works and the Finalised Works for the duration of the Contract and for the purposes of providing the Work to the Client.
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.
Any like-for-like quotation comparison will be at the discretion of the Company.
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.
These terms and conditions are subject to change without prior written notice.