In these conditions the following terms shall have the following meanings:
‘Company’ means Rennard Translation (referred to subsequently as ‘the Company’), a translation company offering professional translation services between English and all major languages.
‘Client’ means the person, firm, organisation, statutory or corporate body, together with any subsidiary or associated undertaking, for whom the Company has agreed to provide Services pursuant to these terms and conditions of business. For the avoidance of doubt, if Rennard Translation is asked to provide services for a sub-contractor, or outside supplier of another organisation, the organisation which pays for the services will be deemed to be the client. In situations of dispute regarding which organisation is paying for the services, work will not start until this is resolved.
‘Contract’ means any contract for the provision of translation or related services by the Company to the Client incorporating these conditions.
‘Charges’ means the charges set out in the Company’s scale of charges (which is subject to change) or as agreed between the Company and the Client.
‘Independent Contractor’ means the person, firm or company who supplies Services to the Client under the Company’s instructions.
‘Services’ means the provision of translation, proof reading, editing, localising, typesetting, consultancy, supply of equipment or such other services as agreed between the Company and the Client.
‘Translation Contract’ means a contract for the translation of a version of a text written in one language to one or more different languages.
‘Source Material’ means any documents, materials, element of text, images, graphics, photographs, designs, data or other information provided by the Client to The Company relating to the Services.
‘Deliverable’ means the final, translated version of the Source Material or other such document provided by The Company to the Client pursuant to and resultant from the Services.
- EXISTENCE OF CONTRACT:
2.1 Subject to any variation under clause 2.3 the Contract shall be on these conditions 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).
2.2 No terms or conditions endorsed on, delivered with or contained in the Client’s purchase order, confirmation of order, specification or other document shall form part of the Contract simply as a result of such document being referred to in the Contract.
2.3 These conditions apply to all the Company’s sales and any variation to these conditions and any representations about the Services shall have no effect unless expressly agreed in writing and signed by a director of the Company. The Client acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Company which is not set out in the Contract. Nothing in this condition shall exclude or limit the Company’s liability for fraudulent misrepresentation.
2.4 Each order or acceptance of a quotation for Services by the Client from the Company shall be deemed to be an offer by the Client to purchase the Services subject to these conditions.
2.5 No order placed by the Client shall be deemed to be accepted by the Company until a written acknowledgement of order is issued by the Company or (if earlier) the Company provides the Services to the Client. This written acknowledgement will normally be by electronic means.
2.6 The Client shall ensure that the terms of its order and any applicable specification are complete and accurate.
2.7 Any quotation is given on the basis that no Contract shall come into existence until the Company despatches an acknowledgement of order to the Client. Any quotation is valid for a period of 30 days only from its date, provided that the Company has not previously withdrawn it.
- SUPPLY OF SERVICES:
3.1 The Client at its own expense shall supply The Company with all necessary Source Material within sufficient time to enable The Company to provide the Services. The Client shall be responsible for and therefore ensure the accuracy of all Source Material.
3.2 The Company may correct any typographical or other errors or omissions in any source material relating to the provision of the Services without any liability to the Client.
3.3 The Company reserves the right to sub-contract or otherwise outsource all or any part of the Services to any third party it selects and shall be under no obligation to notify the Client of either the selection of such third party or any subsequent change to the identity of the selected third party.
3.4 All employees, Independent Contractors or agents of the Company assisting in the provision of Services under a Translation Contract shall in all circumstances endeavour to give faithful rendering of the original communication, without deliberate addition or omission (except where additional explanation may be necessary to make clear cultural differences to resolve ambiguities or multiple nuances of meaning) and shall be responsible for the integrity of their work in accordance with the Code of Professional Conduct and terms and conditions to which they adhere.
3.5 If the performance of any Contract or any obligation under it is prevented, restricted or interfered with by reason of force majeure (including but not limited to, acts of war or terrorism, natural disasters such as flood or severe snow, major loss of electrical supply, failure or outage of the internet) or other circumstances beyond the reasonable control of the Company (including computer systems failure) the Company shall give prompt notice to the Client and shall be excused from performance to the extent of the prevention, restriction or interference, but the Company shall use its reasonable endeavours to avoid or remove the causes of non-performance and shall continue performance under the Contract with the utmost despatch whenever such causes are removed or diminished.
3.6 The Client shall not require the Company to translate any matter which, in the opinion of the Company, is or may be of an illegal or libellous nature. The Client will indemnify the Company in respect of any claims, proceedings, costs and expenses arising out of any illegal or libellous matter printed on behalf of the Client.
3.7 The client certifies that they have right of use of any copyrighted or trademarked material supplied to the company for the purpose of translation. The Client will indemnify the Company in respect of any claims, proceedings, costs and expenses arising out of any breach of copyright or trademark use on behalf of the Client.
4.1 The Client shall have the right, from time to time during the execution of the Contract, by notice in writing to the Company (normally by electronic means), to add, omit from, or otherwise vary the Services. The Company shall carry out such variations and be bound by the same conditions, in so far as they are applicable, as if the said variations were part of the Contract. All the costs of such variations shall be borne by the Client.
4.2 Where the Company receives any such direction which would occasion an amendment to the Charges, the Company shall advise the Client of the cost of any such amendment ascertained and determined at the same level of pricing as was used to estimate the original contract costs.
4.3 Where an instruction to stop work, or to make changes to a source text are received by the company, any work undertaken up until that point will be subject to a charge in proportion to the amount of work undertaken. Where work is urgent, or subject to fast turnaround it is possible that the full text may have been translated, and therefore the full charge be due. The company undertakes to take all reasonable steps to ensure these charges are minimised by issuing subcontractors with a “stop” instruction, at the next reasonable opportunity. Instructions received outside of normal office hours, will be processed from start of business on the next working day.
- STYLE AND INTENDED USE OF TRANSLATION:
5.1 The Client shall inform the Company of any specific intended use of the translation. Where the purpose of the translation is not disclosed to the Company, the Company shall prepare the translation as if it were for information and understanding only. In the event that the Client wishes to use a translation for a purpose other than that for which it was originally supplied, the Client should obtain confirmation from the Company that the translation is suitable for the intended new purpose. The Company reserves the right to amend and adapt any previously supplied translation, if necessary, for the new purpose.
5.2 Whilst the Company will endeavour to produce accurate and idiomatic translation of the Client’s original texts, the Client accepts that the translation may read differently from good original writing and that the Company accepts no liability for any loss including alleged lack of advertising or sales impact.
6.1 Any delivery date or dates intimated by The Company for delivery of the Deliverable or otherwise as to the completion of the Services is given and intended as an estimate only and time shall not be of the essence in relation to such completion. The Company will use reasonable endeavours to meet such an estimated date but shall not be liable for any damage or loss, whether arising directly or indirectly out of its failure to meet such a date. If no dates are so specified, delivery shall be within a reasonable time.
6.2 In the event 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 without fault to meet the terms of a contract with the Client as agreed), The Company shall notify the Client without delay, indicating the circumstances. Force Majeure shall entitle both The Company and the Client to terminate the Services, but in such event, the Client shall pay The Company for any and all work already completed. The Company will use reasonable endeavours to assist the Client to place its commission elsewhere.
6.3 Delivery of the Deliverable to the Client is deemed to have taken place upon posting or delivery to a carrier, or transmission by fax, email, modem or Internet and the risk shall pass to the Client. However, The Company will retain a copy of the translation and upon request by the Client will forward a further copy free of charge.
6.4 Any variations to the assignment including late delivery by the Client or their representatives to the Company of source files, changes to the volume or scope of Services, delays in responding to queries by the Company are likely to affect delivery timescale. The Company will make all reasonable endeavours to meet delivery deadlines.
- COMPLAINTS AND DISPUTES:
7.1 Any complaint in relation to the Services provided to the Client by the Company shall be submitted in writing by the Client. The Company shall be given opportunity to bring the Services up to the required standard where appropriate.
7.2 The Company will only accept responsibility for any errors or omissions if a full report stating each and every one of the errors or omissions alleged is submitted to The Company in writing. As a result of any error or omission in work undertaken by The Company, The Company will, as its option, either re-type the work or compensate the Client for the cost of any additional typing or printing up to the amount of the fee charged to the Client in respect of the Services, provided that such fee has been paid to The Company and provided the work has been used by the Client for the purpose indicated to The Company by the Client.
7.3 If the Client has not given written notice to The Company that the Deliverable is not satisfactory within 20 working days of its delivery to the Client, the Client shall be deemed to have accepted and approved the Services and the Deliverable and The Company shall have no liability for any defect in the quality of the translation or their failure to correspond with the Cost of Estimate Sheet and the Client shall be bound to pay The Company as if the translation work had been satisfactorily supplied.
7.4 Whilst the Company will make every reasonable effort to deliver an accurate translation of the Source Material, the Client’s subjective preferences in determining the accuracy of translation work cannot be accommodated as standard practice in any way whatsoever. Without provision by the Client, in writing, of their own list of terms or glossary of preferred terminology and receipt of the same by The Company, The Company will not accept liability for nor to undertake revisions or changes to the Deliverable and further the Client’s subjective preferences in rendering of text in any language whatsoever cannot be accepted as reason for dispute or reduction of the final invoice due.
7.5 If a dispute cannot be resolved amicably between the parties, the parties shall be subject to the jurisdiction of the Courts of England and Wales. In any event these terms shall be construed in accordance with English law.
An additional payment in respect of urgent translations will be charged at 20%. The Company shall not be liable for any direct or indirect loss flowing from the accuracy and/or consistency of the Deliverable or other such consequential urgency issues.
- PAYMENT OF CHARGES AND PAYMENT TERMS:
9.1 The Company reserves the right to adjust its charges.
9.2 A binding quotation, once given after the Company has seen all the source material, shall remain valid for a period of thirty days from the date on which it was given, after which time it may be subject to revision.
9.3 All charges quoted are net and are subject to UK VAT unless expressly stated to be subject to reverse charge (and therefore accounted for by the client, in the case of an Intra-Community transfer), or Outside the scope of UK VAT (most supplies to none-EC clients).
9.4 Reasonable additional charges shall be levied by The Company for the performance of any or all of the following in connection with the Services:-
- Delivery by courier
- Proofreading of any previously completed translation work prepared by or for The Company by a native speaker other than the original translator
- Changes or other amendments required by the Client after completion of the Services.
- Text requiring extensive terminological research over and above that normal to the task of translation
- Uneditable or otherwise complex source text requiring extensive inputting or other manipulation of source data
9.5 The Client will be invoiced by the Company for the Charges. Invoices are payable by the Client within 30 days of the date of the invoice. This applies to all interim, final and other invoices.
9.6 Unless otherwise agreed, prices are in sterling. If any cheque payment from the Client is returned by the bank as unpaid for any reason the Client will be liable to The Company for an administration fee of £30 plus reimbursement of any resultant bank charges to the Company.
9.7 Individual Clients, New Corporate Clients and Overseas Corporate Clients will normally be expected to pay in full before delivery of the Services. The Company reserves the right to insist on full or part payment in advance from any Client, provided that this variation is communicated to the Client in writing before commencement of the contract.
9.8 The Client is not entitled to make any deductions or withhold payment for any reason.
9.9 Payment shall be made by the Client to the Company by cheque, BACS, or PayPal (PayPal subject to a 2.5% surcharge) in the currency set out in the quotation. Cheques shall be made payable to Rennard Translation and sent to Rennard Translation, 96 New Mill Road, Sketty, Swansea, SA2 8PB, United Kingdom. The Client shall contact the Company for further details on payment by BACS or PayPal. The Client shall be responsible for paying bank charges and/or any other additional charges. When paying by cheque, the Client will agree that the Services will start on receipt of the cheque.
9.10 Without prejudice to any other rights of the Company, if the Client fails to pay the invoiced sum by the date due, the Client will be subject to the remedies contained within the provision of the Late Payment of Commercial Debts (Interest) Act 1998 (as amended and supplemented by the Late Payment of Commercial Depts. Regulations 2002), which includes interest and compensation and shall reimburse the Company for all costs and expenses (including legal costs) incurred in the collection of any overdue amount.
9.11 Interest shall automatically be applied at the rate of 8% per annum over base rate (or such rate as is determined by statute, the latter prevailing) to all overdue sums from the date on which they first become due until they are paid in full. Where delivery is in instalments and notice has been given that an interim payment is overdue, the Company shall have the right to stop work on the task in hand until the outstanding payment is made or other terms agreed. This action shall be without prejudice to any sums due and without any liability whatsoever to the Client or any third party.
Should the Client cancel a Translation Contract once the Independent Contractor has commenced work on the translation, the Client will be liable for any fees payable to the Independent Contractor already due for the work already done.
The following provisions set out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents and Independent Contractors) to the Client in respect of:
(a) any breach of these conditions;
(b) any use made or resale by the Client of any of the products supplied in relation to the Services; and
(c) any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.
11.1 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
11.2 Nothing in these conditions excludes or limits the liability of the Company:
(a) for death or personal injury caused by the Company’s negligence; or
(b) defective products under Consumer Protection Act 1987; or
(c) for any matter which it would be illegal for the Company to exclude or attempt to exclude its liability; or
(d) for fraud or fraudulent misrepresentation.
11.3 Subject to clause 11.1 and 11.2:
(a) the Company’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the Fees paid under the Contract; and
(b) the Company shall not be liable to the Client for any pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise, in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.
11.5 This clause 11 shall survive cancellation of the Contract.
All information expressly identified by Client in writing as confidential shall be maintained in confidentiality by the Provider and, unless expressly authorised by the Client in writing, shall not be divulged or published by the Provider, nor authorised by the Provider to be divulged or published to others. Excluded is information which is, or becomes, available to the general public, provided this did not result from a breach by the Provider, and terminological glossary entries compiled by the Translator whilst performing the translation service(s). The Client and Provider may agree in writing upon payment of an agreed-upon fee by Client to Provider that such terminological glossary entries shall be the property of the Client and covered by confidentiality provisions of this paragraph.
- INTELLECTUAL PROPERTY:
Intellectual Property Rights (including, but not limited to copyright) in the Source Materials and the Deliverables 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 Source Materials and the Deliverables for the duration of the Contract and for the purposes of providing the Services to the Client.
- 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 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 for the year immediately prior to the date on which the Client employed or used the services of the translator. This clause shall not apply where the Client has an existing relationship before contract start date.
- THIRD PARTIES:
15.1 A person or entity that is not an express party to these terms and conditions (and therefore this agreement) has no right under the Contracts (Rights of Third Parties) Act 1999 to rely upon or enforce any of these terms and conditions and The Company shall have no liability whatsoever to any such third party.
- DATA PROTECTION:
16.1 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.
- GOVERNING LAW & JURISDICTION:
17.1 These terms and conditions are governed by and shall be construed in accordance with the law of England and Wales and are subject to the exclusive jurisdiction of the Courts of England and Wales.