These Conditions contain provisions which define the contractual obligations of the Company as to price and performance and which limit the authority of employees or agents of the Company to make statements and representations. The Client accepts that these Conditions shall apply to the supply of Work by the Company.
1.1 In these conditions: “Client” means any person, firm or company to whom the Company shall supply, or Contract to supply Work; “Company” means Acorn Translations Limited, Acorn House, 2 Franklin Place, Stotfold, Bedfordshire SG5 4GT ; “Conditions” means the standard terms and conditions of business as set out in this document and includes any special terms and conditions in accordance with Clause 2.1; “Contract” means any Contract for Work to the Client; “Work” means any translation, interpreting, typesetting, printing or any other service provided by the Company.
2.1 No Conditions other than those specified herein nor any variation thereof shall be binding on the Company unless otherwise specifically agreed in writing by a Director of the Company. These Conditions shall be incorporated in every offer, acceptance and Contract for work by the Company and subject to the foregoing any condition proposed by the Client is hereby excluded.
3.1 Any quotation provided by the Company to a Client is not intended to be binding on the Company. Upon receipt of an order from a Client the Company shall confirm to the Client its acceptance of the terms of the Order and no Contract shall be concluded until such confirmation is given. Each order when accepted constitutes a separate Contract.
3.2 Any written quotation for Work will remain open for acceptance for 30 days after despatch and thereafter will lapse unless otherwise agreed in writing by the Company. The Company will not be bound by any oral quotation or any acceptance of it.
4. PRICES AND PAYMENT
4.1 Prices are quoted exclusive of VAT and delivery charges. An additional charge may be made for expenses incurred by the Company at the request of or by agreement with the Client which are not included in the quotation.
4.2 Payment for Work shall be due and payable on delivery of the Work or receipt of an invoice, whichever is the later, unless otherwise specifically agreed in writing by a Director of the Company.
4.3 Should payment of an invoice be made more than 30 days after receipt of such invoice the Company shall be entitled to receive interest on such payment of 2% above the base rate at the time of National Westminster Bank plc on all outstanding money owed to the Company, such interest to accrue daily.
5. COMPLETION OF WORK
5.1 Dates or periods given for completion of Work are only best estimates and the Company is not liable for the consequences of any delay. The Client must specify a completion date, if relevant, when commissioning the Work but whilst the Company shall make every responsible effort to meet the Clients requirements, late delivery shall not entitle the Client to withhold payment for Work done.
5.2 Should completion of Work be required sooner than the normal time requisite for its proper production, and in any event where commissioned Work is supplied by fax, the Company will use all commercially reasonable endeavours to ensure that the Work is free from defects. Should such completion of Work necessitate overtime being worked or other additional costs being incurred, the Company may make a charge to cover the increased costs that it incurs.
5.3 The Company accepts no liability for the consequences of any delay in completion of Work caused by the Client and in such event any previously agreed deadlines or delivery schedules will automatically cease to be valid and new dates must be negotiated.
6. CANCELLATION AND SUSPENSION
6.1 If the Client for any reason cancels Work which it has commissioned, charges will be payable for all Work completed up to the cancellation date and for all other costs and expenses which may accrue as a result of such cancellation.
6.2 If the Client suspends or postpones Work it has commissioned for a period of fourteen days or more charges will be payable for all Work completed up to the date of suspension or postponement. In any other case such charges will be payable upon completion of the Work.
7.1 A complaint by the Client in respect of any work must be notified to the Company in writing within 14 days of receipt of the Work by the Client.
7.2 Subject to the terms of Clause 9, the Company shall indemnify the Client against any liability for damage caused by negligence of the Company or its employees or sub-contractors (being negligence as defined in section 1 of the Unfair Contract Terms Act 1977) provided always that the maximum liability of the Company in relation to damage shall in no case exceed the Contract price for the Work. For the purpose of this Clause “damage” means any loss or damage whatsoever directly or indirectly attributable to any negligent act or omission of the Company, its employees or sub-contractors.
7.3 Save for any liability of the Company pursuant to clause 7.2, the Client shall on demand indemnify and keep fully indemnified the Company against all claims, proceedings, costs and expenses for which the Company may become liable in respect of Work completed under a Contact.
8. ILLEGAL MATTER
8.1 Notwithstanding any other term of any Contract the Company shall not be required to translate, interpret or print any material, which in its opinion is or may be of an illegal or libellous nature. Where copyright subsists in texts to be translated by the Company, it is presumed that the Client has obtained all consents necessary for such work to be carried out.
8.2 The Company shall be indemnified by the Client in respect of any claims, proceedings, costs and expenses arising out of any libellous material printed for the Client or any infringement of copyright, patent, design or third party right.
9. CLIENTS PROPERTY
9.1 All documents, paper or other property supplied to the Company will be held or dealt with by the Company at the Client’s risk and the Company will not be responsible for the consequence of any loss or damage thereto.
9.2 The Company reserves the right to destroy or otherwise dispose of any document, paper or other property of the Client which has been in its custody for more than 12 months following completion of the Work to which it relates.
10. USE OF COMPANY PERSONNEL
10.1 If any Client or associate uses the services of a Relevant Person other than pursuant to a Contract with the Company, the Client shall forthwith pay to the Company: (a) where the Relevant Person becomes an employee of such Client or associate, a sum equal to 15% of the gross annual remuneration of such relevant person or a sum of £3,000 (exclusive of VAT), whichever is the higher, and (b) in any other case the sum of £3,000 (exclusive of VAT).
10.2 For the purposes of this Clause “associate” means in relation to a company, any subsidiary or holding company or any subsidiary of such holding company, and for these purposes, “subsidiary” and “holding company” shall have the meaning given to them in Section 736 of the Companies Act 1985 (as amended). “Relevant Person” means any translator, interpreter, typist, typesetter, artist, proof-reader or other person who shall have been engaged either as an employee or independent contractor by the Company and who shall have provided Work for such Client directly or indirectly through the Company within six months preceding the use of their services by the Client or an associate as aforesaid.
11. FORCE MAJEURE
11.1 In the event of a Force Majeure (which shall be strike, fire, industrial dispute, civil commotion, natural disaster, acts of war and other situations which can be shown to have materially affected the Company’s ability to deal with the Work as agreed), the Company shall notify the Client to withdraw from the Contract for the Work but in any event, the Client undertakes to pay the Company for work already completed. The Company will assist the Client to place the Work elsewhere.
12.1 These Conditions shall be interpreted in accordance with English law and the Company and the Client irrevocably submit to the exclusive jurisdiction of the English Courts.
13. TRANSLATION, TYPESETTING AND ANCILLARY SERVICES
13.1 The provision of this clause shall also apply to the supply of Work as defined in Clause 1.1 and are supplemental to the foregoing.
13.2 Under the Copyright Act 1956, copyright subsists in the translation of any text and where the Company is the proprietor for any copyright in any other Work, the Company in agreeing to supply Work impliedly licenses, insofar as it is able to do so, the reproduction or publication of the Work. However, in the event that payment is not received in accordance with Clause 4.2 the said licence shall be automatically revoked and the Client shall not be at liberty to make use of any work in which the copyright of the Company subsists.
13.3 Whilst the Company undertakes to use its best endeavours to produce an accurate and idiomatic translation of the original text, the Client must accept that a translation may read differently from original writing and no liability is accepted by the Company for any alleged lack of advertising or sales impact. The Company shall be under no obligation to indicate or correct errors or omissions in original material supplied by the Client.
13.4 Where a client has specified a particular text for translation and subsequently wishes to use the 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 new purpose. The Company accepts no liability where a translation is used for a purpose other than that for which it was originally supplied and reserves the right to make further charge for any amendments necessitated by the use of a translation for a new purpose.
13.5 Where the Contract for Work provides for proofs or texts to be submitted to the Client for approval the Company shall not be liable for any errors not corrected by the Client or any amendments or modifications made by the Client in the proofs or texts so submitted.
14. INTERPRETING SERVICES
14.1 This Clause shall apply exclusively to the provision of interpreting services by the Company and Clauses 1-12 above shall also apply save to the extent that they are inconsistent with any provisions of this Clause when the provisions of this Clause shall prevail.
14.2 Documentation and relevant reference materials should be supplied to the Company as early as possible, and in any event to arrive not less than 48 hours before the start of the assignment, so that the interpreters have time to familiarise themselves with the specific terminology needed. No complaints regarding the quality of interpreting will be entertained by the Company if these materials are not so made available.
14.3 Where the Company supplies interpreting equipment it will make arrangements for its installation and operation. The Company shall not be liable for any interpreting equipment not so supplied.
14.4 Where a Client provides accommodation and meals for an interpreter no Per Diem charge will be made nor will the travelling expenses be charged to the Client if the Client supplies the appropriate air/train tickets to the Company in advance.
14.5 If for any reason the Client cancels an assignment 50% of the relevant working day, non working day and/or preparation day fees will be payable if the Company is informed in writing of cancellation more than 21 days prior to the start of the assignment, 75% of such fees will be payable if the Company is informed more than 7 days but less than 21 days prior to the start of the assignment and 100% of such fees will be payable if the Company is informed 7 days or less prior to the start of the assignment.