betterlanguages.com Ltd. Terms and Conditions of business – revised 25/02/14
betterlanguages.com Ltd. (Trading as Better Languages)
Trading address: 10 Poplars Court, Lenton Lane, Nottingham, NG7 2RR, UK
Tel: +44 (0)115 9788980
betterlanguages.com Ltd. (referred to subsequently as “the Company”) is a translation company offering professional translation and interpreting services between English and all major languages.
The Company is registered in England, company number 06186734
Registered office: 1 Fisher Lane, Bingham, Nottingham, NG13 8BQ
VAT no: GB 889 0911 76
In this document: No part of any numbered clause shall be read separately from any other part. Section headings are provided for convenience of reading only and shall be ignored for the purposes of ascertaining meaning.
GENERAL TERMS OF BUSINESS:
Please note that the company undertakes translation assignments on behalf of a wide range of clients, and as such translation work can vary significantly in range and scope.
In these conditions the following terms shall have the following meanings:
1.1 ‘Company’ means betterlanguages.com Ltd. (referred to subsequently as ‘the company’) is a translation company offering professional translation and interpreting services between English and all major languages. The company is registered in England, company number 06186734. Registered office: 1 Fisher Lane, Bingham, Nottingham, NG13 8BQ
1.2 ‘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 betterlanguages.com Ltd. 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.
1.3 ‘Contract’ means any contract for the provision of translation or related services by the Company to the Client incorporating these conditions.
1.4 ‘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.
1.5 ‘Independent Contractor’ means the person, firm or company who supplies Services to the Client under the Company’s instructions
1.6 ‘Interpreting Contract’ means a contract for the act of simultaneous or consecutive interpreting of two or more parties speaking different languages incorporating these conditions.
1.7 ‘Services’ means the provision of translation, proof reading, editing, interpreting, typesetting, consultancy, supply of equipment or such other services as agreed between the Company and the Client.
1.8 ‘Timesheet’ means the document issued by the Company containing the hourly records in relation to Interpreting Services provided to the Client and which is ratified by the Client in the presence of the individual providing the Interpreting Services and used as a binding reference for the calculation of the sum due based on the Charges.
1.9 ‘Translation Contract’ means a contract for the translation of a version of a text written in one language to one or more different languages.
1.10 ‘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.
1.11 ‘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.
2. 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.
3. 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. The Company will exercise due diligence in appointing sub-contractors or other outsourced suppliers in accordance with its ISO9001 quality management system.
3.4 All employees, Independent Contractors or agents of the Company assisting in the provision of Services under a Translation or Interpreting 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.
5. 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.
7. 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.
8.1 An additional payment in respect of urgent translations will not normally be charged. However, because such urgency may preclude the necessary time to check and edit the translation, and/or necessitate the use of multiple translators for larger volumes, inconsistencies and inaccuracies may result. 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.
9. PAYMENT OF CHARGES AND PAYMENT TERMS:
9.1 The Company reserves the right to adjust pricing.
9.2 Charges will be calculated in accordance with the Scale of charges and Timesheet (where appropriate).
9.3 Charges: (binding) Quotations and (non-binding) Estimates:
In the absence of any specific agreement, the charges shall be determined by the Company on the basis of the Client’s description of the source material, the purpose of the translation and any instructions given by the Client. No fixed quotation shall be given by the Company until the Company has seen or heard all the source material and has received firm instructions from the Client.
9.4 Any fee quoted, estimated or agreed by the Company on the basis of the Client’s description of the task may be subject to amendment by agreement between the parties if, in the opinion of the Company on having seen or heard the source material, that description is materially inadequate or inaccurate. Any fee agreed for a translation 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. An estimate shall not be considered contractually binding, but given for guidance or information only.
9.5 Subject to the second paragraph of clause 9.3 above, a binding quotation once given after the Company has seen or heard 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.
9.6 If any changes are made in the text or the Client’s requirements at any time while the task is in progress, the charges including any applicable supplementary charges and the terms of delivery shall be adjusted in respect of the additional work.
9.7 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).
9.8 A supplementary fee shall be agreed between the Company and the Client in advance for the provision of the Services (including travelling time) on any day between the hours of 7pm and 9am, and at any time on Saturdays, Sundays or Public Holidays.
9.9 All Interpreting Contracts are subject to a minimum charge plus travelling and waiting time and travel expenses as stated in the Scale of Charges. In the case of Interpreting Contracts where travel between the normal place of residence of the person providing the Services and the venue for the provision of the Services cannot reasonably be completed within the same day or days as the Services are contracted to be provided on, travel time shall be remunerated at the same rate as working time in accordance with the Scale of Charges.
9.10 All other Contracts are subject to a minimum charge as stated in the Scale of Charges and the Client shall pay the delivery costs arising from the Contract unless the documents are delivered by email, FTP, or Extranet.
9.11 Reasonable additional charges shall be levied by The Company for the performance of any or all of the following in connection with the Services:-
9.11.1 Sending of facsimile messages
9.11.2 Delivery by courier
9.11.3 Proofreading of any previously completed translation work prepared by or for The Company by a native speaker other than the original translator
9.11.4 Changes or other amendments required by the Client after completion of the Services.
9.12 Other supplementary charges may also be charged. The nature of such charges shall be agreed in advance. Examples of such charges are those arising from:
9.12.1 discontinuous text, complicated layout or other forms of layout or presentation requiring additional time or resources
9.12.2 poorly legible copy or poorly audible sound media
9.12.3 Text requiring extensive terminological research over and above that normal to the task of translation
9.12.5 Uneditable or otherwise complex source text requiring extensive inputting or other manipulation of source data
9.13 Where Translation Contracts involve long texts the Company may request an initial payment from the Client followed by periodic payments on terms to be agreed between the parties. Where interim or periodic payments are requested by the Company but not made by the Client, the Company shall have the right to retain the Client’s documents and suspend the provision of Services until the outstanding payment is made.
9.14 For languages and Services that are not quoted in the Scale of Charges the Charges shall be agreed between the Company and the Client and confirmed in writing.
9.15 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.
9.16 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.
9.17 Where delivery is to be made by instalments, each delivery shall be deemed for such purpose to be the subject of a separate contract and any failure whatsoever by The Company in respect of any one delivery shall not entitle the buyer to repudiate the contract or to cancel any instalments remaining to be delivered there under.
9.18 New Clients and Overseas 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.
9.19 The Client is not entitled to make any deductions or withhold payment for any reason.
9.20 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 betterlanguages.com Ltd and sent to betterlanguages.com Ltd., 10 Poplars Court, Lenton Lane, Nottingham, NG7 2RR, 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.
9.21 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.
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.
10. CANCELLATION AND FRUSTRATION:
If the Client cancels or reduces the scope of a Contract (other than an Interpreting Contract) or the performance of such a Contract becomes frustrated by an act or omission of the Client or any third party the Client shall pay the Charges up until the “stop” instruction is received by the Company. In the case of minimum charge, urgent or small orders it is likely that the full cost will be due. If work has been completed by translators to first draft stage, the full price will be due.
10.1.1. If a translation contract 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 10.1.3 pay the Company the full contract sum unless otherwise agreed in advance. The work completed shall be made available to the Client.
10.1.2 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.
10.1.3 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.
10.2 Interpreting Contract
In the event of an Interpreting Contract being cancelled at any time prior to the date of the Contract, the Client shall be liable to pay a cancellation fee according to the following scale:
10.2.1 Cancellation within 7 days before the date set for commencement of the Services – 100% of the Charges. (Not including any travel time or expenses not incurred as a result of cancellation). If accommodation or transport costs have been incurred by the Company, or agents or sub-contractors of the Company, these costs will be payable in full.
10.2.2 Cancellation between 7 and 14 days before the date set for commencement of the Services – 75% of the Charges, plus any expenses or other costs as outlined in (10.2.1) above.
10.2.3 Cancellation more than 14 days before the date set for commencement of the Services – 50% of the Charges, plus any expenses or other costs as outlined in (10.2.1) above.
10.3 The Company shall notify the Client as soon as it is reasonably practical of any circumstances likely to prejudice the Company’s ability to provide the Services and the Company will assist the Client as far as reasonably practical to identify an alternative solution.
10.4 If either party is in material breach of any of the terms set out in these conditions, becomes insolvent, has a receiver appointed, or is compulsorily or voluntarily wound up, the other party shall be entitled to give notice of the immediate cancellation of the Contract and all Charges will become immediately due.
10.5 The Company reserves the right to charge an administrative fee of £60 plus VAT to rearrange a cancelled Contract.
11. IDENTIFYING, GREETING AND BRIEFING INTERPRETERS:
11.1 The Client must take all reasonable steps to ensure the Independent Contractor or the Company’s representative arranged by the Company is identified, greeted by the Client or their representative and fully briefed about the assignment.
11.2 In the event of difficulty in identifying, greeting and briefing the Independent Contractor or the Company’s representative the Client shall notify the Company of the situation immediately.
11.3 Failure by the Client to take reasonable steps to identify, greet and brief an Independent Contractor or the Company’s representative attending an assignment, and/or subsequent omission to notify the Company immediately will render the Client liable for the full costs associated with the assignment whether the services of the Independent Contractor or the Company’s representative were used or not.
12.1 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:
12.1.1 Any breach of these conditions;
12.1.2 Any use made or resale by the Client of any of the products supplied in relation to the Services; and
12.1.3 Any representation, statement, act or omission including negligence arising under or in connection with the Contract.
12.2 Translation and related tasks shall be carried out by the Company and/or its subcontractors 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. Time and expense permitting, translators, other subcontractors and company representatives shall use their reasonable endeavours to do the work to the best of their ability, knowledge and belief, and consulting such authorities as are reasonably available to them at the time. A translation shall be fit for its stated purpose and target readership, and the level of quality specified. Unless specified otherwise, translations shall be deemed to be required to be of “for information” quality. The liability of the Company on any grounds whatsoever shall be limited to the invoiced value of the work, except where in connection with any consequences which are reasonably foreseeable:
12.2.1 the potential for such liability is expressly notified to the Company in writing, and
12.2.2 such liability is restricted to an agreed limit of cover under the professional indemnity insurance of the Company.
12.3 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
12.4 Nothing in these conditions excludes or limits the liability of the Company:
12.4.1 for death or personal injury caused by the Company’s negligence; or
12.4.2 under section 2(3), Consumer Protection Act 1987; or
12.4.3 for any matter which it would be illegal for the Company to exclude or attempt to exclude its liability; or
12.4.4 for fraud or fraudulent misrepresentation.
12.5 Subject to clause 12.2 and 12.3:
12.5.1 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 Charges paid under the Contract; and
12.5.2 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.
13.1 The nature of the work performed and any information transmitted to The Company by the Client shall be confidential. The Company shall not without the prior consent of client, divulge or otherwise disclose such information to any person other than authorised employees or authorised subcontractors of The Company whose job performance requires such disclosure. The provisions of this paragraph shall not apply to the extent that The Company is required by law to divulge such information or to the extent that such information is or becomes a matter of public knowledge other than by disclosure by The Company.
13.2 The Company shall not at any time whether before or after the provision of Services disclose any information which is not in the public domain and which comes to its knowledge through the provision of Services to any unrelated third party (except as required by law).
13.3 If consulting a third party over specific terminology queries during the provision of Services the Company will exercise reasonable discretion in disclosing any information contained in the Client’s documents.
13.4 The Company shall be responsible for the safekeeping and the secure disposal of the Client’s documents and copy translations, and if requested to do so shall arrange for the insurance of documents in transit at the Client’s expense.
14. INTELLECTUAL PROPERTY:
14.1 The Client is solely responsible for abiding by all copyright laws in any or all countries of the world. The Client agrees not to hold the Company responsible for copyright infringement through their use of the Company’s Services or the use of any copyrighted material. All translated material and copyright, know-how and trade secrets therein shall remain the property (but not the risk) of the Company until the Company shall have been paid in full for such services.
14.2 Where copyright exists in texts to be translated, it is presumed the Client has obtained all necessary consents to have such translations made. The Client will indemnify the Company in respect of any claims, proceedings, costs and expenses arising out of any infringement of copyright, patent or other third party right. The Company, in agreeing to translate the text, implicitly licenses the Client the right to reproduce and publish the translated text in so far as copyright subsists in the translation of the text on the receipt of the agreed payment for the work in which the copyright of the Company exists.
14.3 Without prior written agreement to the contrary, copyright in the Deliverable shall vest in The Company and the Client, upon payment of all outstanding charges to The Company for the Services, is granted a licence to exploit such translation for its stated purpose only. Unless otherwise agreed in writing, any published text of the translation shall carry the following statement:
Translated from (language) by betterlanguages.com Ltd., (year)
14.4 In the absence of a specific written agreement to the contrary, copyright in the translation remains the property of the Company, this includes any glossaries, translation memory and term bases used in preparation of the translation, unless these are specifically provided by the client. The Company may use and sell or resell any non-confidential translation or any part or record thereof not covered by copyright, the Official Secrets Act, legal professional privilege or public interest immunity. Where copyright is assigned or licensed (formally in writing as required by § 90 of the Copyright, Designs and Patents Act 1988, to take valid effect in law, or informally without writing but taking valid effect in equity outside the 1988 Act) this shall be effective only on payment of the agreed fee in full. Copyright in any completed or residual part of a translation shall remain the property of the Company, and the conditions applicable to assignment of copyright and the grant of a licence to publish shall be as specified above in relation to a completed translation.
14.5 Where the Company assigns the copyright and the translation is subsequently printed for distribution, the Client shall acknowledge the work of the Company in the same weight and style of type as used for acknowledgement of the printer and/or others involved in production of the finished document, by the following statement: Translated from (language) by betterlanguages.com Ltd. (year) as appropriate to the particular case.
14.6 Where a translation is to be incorporated into a translation memory system or any other corpus the Company shall license use of the translation for this purpose for an agreed fee. Such incorporation and use shall only take place after the licence for the purpose has been granted by the Company in writing and the agreed fee has been paid in full. It shall be the duty of the Client to notify the Company that such use will be made of the translation.
14.7 All translations are subject to the right of integrity of the Company. If a translation is in any way amended or altered without the written permission of the Company, the Company shall not be in any way liable for amendments made or their consequences. If the Company retains the copyright in a translation, or if a translation is to be used for legal purposes, no amendment or alteration may be made to a translation without written permission of the Company.
15. NON SOLICITATION:
15.1 The Client agrees that during the term of the Contract and for a period of 12 months after termination, the Client shall not directly or indirectly canvas with a view to offering or providing employment to, offer to contract with or entice to leave any employee or Independent Contractor of the Company engaged in the performance of the Services without the prior written consent of the Company.
15.2 Where in the course of business the Client introduces the Company to a third-party work-provider, the Company shall not knowingly, for a period of 6 months from return of the last translation task arising from the introduction, approach the said third party for the purpose of soliciting work, nor work for the third party in any capacity involving translation, without the Client’s written consent. However, this shall not apply where:
15.2.1 the third-party work-provider has had previous dealings with the Company, or
15.2.2 the Company acts on the basis of information in the public domain, or
15.2.3 the approach from the third party is independent of the relationship with the client, or
15.2.4 the approach to the third party arises as the result of broad-band advertising, or
15.2.5 the third party is seeking suppliers on the open market, or
15.2.6 the third party only makes isolated use of the Company’s services.
16. THIRD PARTIES:
16.1 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.
17. ENTIRE AGREEMENT:
17.1 These terms and conditions represent the entire understanding and constitute the entire agreement between The Company and the Client and supersede any previous agreement between The Company and the Client as to the same subject matter. Without prejudice to the generality of clause 2.1 herein, these terms and conditions may only be varied in writing, executed by duly authorised officers or The Company and the Client.
17.2 Each of The Company and the Client acknowledges and agrees that in entering into these terms and conditions it has not relied on any representation or warranty or undertaking other than those expressly set out herein and, except in relation to any liability for fraudulent misrepresentation, neither party shall be under any liability or shall have any remedy (including the avoidance of these terms and conditions) to the other in respect of any representation or statement which is not expressly prescribed by these terms and conditions.
18. GOVERNING LAW & JURISDICTION:
18.1 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.
19.1 Any notice which must be given under these conditions may be either delivered personally, electronically or posted.
19.2 Notice given by post must be pre-paid and correctly addressed and in the case of a registered company shall be to its registered office and in any other case to the address set out in the correspondence between the Client and the Company unless otherwise agreed in writing between the parties.
19.3 A posted notice which complies with clauses 18.1 and 18.2 above is deemed served when posted on a business day, on the second business day after the day of posting and in any other case on the third business day after the day of posting.
19.4 A notice given by email must in the case of the Company, be sent to info(at)betterlanguages.com or in the case of the Client to the email address stated in the Instruction Form unless otherwise agreed in writing between the parties. Any such email notice shall be deemed to have been received on the next business day following transmission.