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CONDITIONS OF SERVICE
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1. Interpretation
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1.1 In these Conditions:-
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'Client'
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means the person who accepts a quotation from the
Supplier for the supply of the Specified Service or
whose order for the Specified Service is accepted by
the Supplier in accordance with these Conditions.
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'Contract'
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means the contract for the provision of the Specified
Service.
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'Document'
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means any document in writing including any film,
negative, tape or other device embodying visual
images or any other data.
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'Input Material'
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means any Document or other material and any data or
other information provided by the Client relating to
the Specified Service.
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'Output Material'
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means any Document or other materials and any data or
other information provided by the Supplier relating
to the Specified Service.
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'Proposal'
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means the quotation or acceptance of order to which
these Conditions are appended.
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'Specified Service'
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means the service to be provided by the Supplier for
the Client referred to in the Proposal
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'Supplier'
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means Translation Management Limited (registered
No 3104745).
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'Supplier's Charges'
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means the charges quoted by the Supplier for the
Specified Service as set out in the Proposal. All
charges quoted are valid for 30 days only or until
earlier acceptance by the Client, after which time
they may be altered by the Supplier.
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1.2
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The headings in these Conditions are for convenience
only and shall not affect their interpretation.
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2. Supply of Specified Service
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2.1
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The Supplier shall provide the Specified Service to
the Client subject to these Conditions. Any changes
or additions to the Specified Service or these
Conditions must be agreed in writing by the Supplier
and the Client.
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2.2
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The Client shall at its own expense supply the
Supplier with all necessary Documents or other
materials and all necessary data or other information
relating to the Specified Service within a sufficient
time to enable the Supplier to provide the Specified
Service in accordance with the contract. The Client
shall ensure the accuracy of all input Material.
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2.3
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The Client shall at its own expense retain duplicate
copies of all Input Material and insure against its
accidental loss or damage. The Supplier shall have no
liability for any such loss or damage however caused.
All Output Material shall be at the sole risk of the
Client from the time of delivery to, or to the order
of, the Client.
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2.4
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The Specified Service shall be provided in accordance
with the Proposal and subject to these Conditions.
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2.5
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The Supplier may correct any typographical or other
errors or omissions in the Proposal, any promotional
literature, quotation or other document relating to
the provision of the Specified service without any
liability to the Client.
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3. Charges
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3.1
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Subject to any special terms agreed, the Client shall
pay the Supplier's Charges and any additional sums
which are agreed between the Supplier and the Client
for the provision of the Specified Service or which,
in the Supplier's sole discretion, are required as
the result of the Client's instructions or lack of
instructions, the inaccuracy of any Input Material or
any other cause attributable to the Client.
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3.2
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All charges quoted to the Client for the provision of
the Specified Service are exclusive of any value
added tax, for which the Client shall be additionally
liable at the applicable rate from time to time.
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3.3
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The Supplier shall be entitled to invoice the Client
immediately following the provision of the Specified
Service, or at any other time or times agreed with
the Client.
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3.4
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The Supplier's Charges and any additional sums
payable shall be paid by the Client (together with
any applicable value added tax, and without any set
off or other deduction) within 30 days of the date of
the Suppliers invoice.
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3.5
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If payment is not made by the due date, the Supplier
shall be entitled without limiting any other rights
it may have, to charge interest on the outstanding
amount both before and after any judgement) at the
rate of 4% above the base rate from time to time of
National Westminster Bank Plc from the due date until
the outstanding amount is paid in full.
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4. Property
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4.1
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The property and any copyright or other intellectual
property rights in:-
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4.1.1
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any Input Material shall belong to the Client;
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4.1.2
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any Output Material shall belong to the Supplier but
the Supplier shall assign to the Client any such
property or other rights which it may have for no
further consideration upon the completion of the
Contract (unless terminated by the Supplier pursuant
to paragraph 6.2) subject to payment in full of the
Supplier's Charges and any additional sums payable
for the Specified Service.
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4.2
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Any Input Material or other information provided by
the Client which is so designated by the Client and
any Output Material shall be kept confidential by the
Supplier and all Output Material or other information
provided by the Supplier which is so designated by
the supplier shall be kept confidential by the Client
but the foregoing shall not apply to any Document or
other materials, data or other information which are
public knowledge at the time when they are so
provided by either party and shall cease to apply if
at any future time they become public knowledge
through no fault of the other party.
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4.3
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The Client warrants that any Input Material and its
use by the Supplier for the purpose of providing the
Specified Service will not infringe the copyright or
other rights of any third party and the Client shall
indemnify the Supplier against any loss, damages,
costs, expenses or other claims arising from any such
infringement.
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4.4
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Subject to Condition 4.3 the Supplier warrants that
any Output Material and its use by the Client for the
purposes of utilising the Specified Service will not
infringe the copyright or other rights of any third
party and the Supplier shall indemnify the Client
against any loss, damages, costs, expenses or other
claims arising from any such infringement.
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5. Warranties and Liability
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5.1
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The Supplier warrants to the Client that the
Specified Service will be provided using reasonable
care and skill and, as far as reasonably possible, in
accordance with the Proposal and within the times
referred to in the Proposal.
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5.2
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The Supplier shall have no liability to the Client
for any loss, damage, costs, expenses or other claims
for compensation arising from any Input Material or
instructions supplied by the Client which are
incomplete, inaccurate, illegible, out of sequence or
in the wrong form, or arising from their late arrival
or non-arrival, or any other fault of the Client.
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5.3
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Other than as expressly provided in these Conditions,
the Supplier shall not be liable to the Client by
reason of any representation (unless fraudulent), or
any implied warranty, condition or other term, or any
duty at common law or under the express terms of the
Contract, for any loss of profit or any indirect,
special or consequential loss, damage, costs,
expenses or other claims (whether caused by the
negligence of the Supplier its servants or otherwise)
which arise out of or in connection with the
Specified Service or its use by the Client and the
entire liability of the Supplier under or in
connection with the Contract shall not exceed the
amount of the Supplier’s Charges except as
expressly provided in these Conditions.
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5.4
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Where the Specified Service consists of translation
of copy into more than one language but the Supplier
is deemed liable to the Client under these Conditions
in respect of one language only, the Supplier's
liability shall be limited to the charges relating to
translation into that language only.
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5.5
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The Supplier shall not be liable to the Client or be
deemed to be in breach of the Contract by reason of
any delay in performing, or any failure to perform,
any of the Supplier's obligations in relation to the
Specified Service if the delay or failure was due to
any cause beyond the Supplier's reasonable control.
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6. Termination
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6.1
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Either party may (without limiting any other remedy)
at any time terminate the Contract by giving written
notice to the other if the other commits any breach
of these Conditions, or if the other goes into
liquidation or (in the case of an individual) becomes
bankrupt, makes a voluntary arrangement with his or
its creditors or has a receiver or administrator
appointed.
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7. General
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7.1
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These Conditions (together with the terms set out in
the Proposal) constitute the entire agreement between
the parties, supersede any previous agreement or
understanding and may not be varied except in writing
between the parties. All other terms and conditions,
express or implied by statute or otherwise, are
excluded to the fullest extent permitted by law.
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7.2
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Any notice required or permitted to be given by
either party to the other under these Conditions
shall be in writing, addressed to the other party at
its registered office or principal place of business,
or to such other address as may at the relevant time
have been notified pursuant to this provision to the
party giving the notice.
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7.3
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No delay or failure by either party in exercising any
of its rights under the contract shall be deemed to
be a waiver of that right, and no waiver by either
party of any breach of the contract by the other
shall be considered as a waiver of any subsequent
breach of the same or any other provision.
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7.4
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If any provision of these Conditions is held by any
competent authority to be invalid or unenforceable,
in whole or in part, the validity of the other
provisions of these Conditions and the remainder of
the provision in question shall not be affected.
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7.5
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Any dispute arising under or in connection with these
Conditions or the provision of the Specified Service
shall be referred to arbitration by a single
arbitrator appointed by agreement or (in default)
nominated on the application of either party by the
President for the time being of the Law Society.
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7.6
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English law shall apply to the contract and the
parties agree to submit to the non-exclusive
jurisdiction of the English courts
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