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Total Linguistics Ltd.

Standard Terms and Conditions of Business for Customers

  1. Definitions

Assignment means translation, proofreading, typesetting, interpreting, tuition work and all other related services provided by TOTAL LINGUISTICS LTD. to their Customers

 Associate means any partner of the Customer and any company in which the Customer or any firm in which he is a partner holds not less than one third of the issued equity share capital (as defined in Section 744 of the Companies Act 1985) and any subsidiary of such company which owns directly or indirectly not less than one third of the issued share capital of the Customer

Company means TOTAL LINGUISTICS LTD., whose registered office is:

Aizlewood’s Mill
Nursery Street
Sheffield
S3 8GG

And whose company registration number is 8413916

Contract means the instruction from the Customer and agreement from the Company to undertake an Assignment

Customers means all customers of TOTAL LINGUISTICS LTD. to whom interpreting, translation, tutoring and other related services are provided by TOTAL LINGUISTICS LTD.

Instruction means the Customer’s written instructions to TOTAL LINGUISTICS LTD. to supply the Services

Interpreter means the individual responsible for providing a verbal translation

Interpreting means the act of verbally translating information from the source language into the target language

Parties means TOTAL LINGUISTICS LTD. and the Customer

Services means the provision of professional translation, interpreting, tutoring and other related services by TOTAL LINGUISTICS LTD.’s to the Customers

Translating means the act of rendering written information from the source language into the target language in written form

Translator means the individual responsible for providing a written translation

Tutor means the individual responsible for teaching

Tutoring means the act of teaching or instructing another individual either on a one-to-one or group basis

A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it.

A reference to one gender includes a reference to the other gender.

  1. Application of Terms and Conditions

  1. These conditions are the only conditions upon which TOTAL LINGUISTICS LTD. is prepared to deal with Customers and they shall govern the Contract to the entire exclusion of all other terms or conditions

  1. These conditions shall apply to all Services provided to the Customer by TOTAL LINGUISTICS LTD. and any variation to these conditions shall have no effect unless expressly agreed in writing and signed by TOTAL LINGUISTICS LTD.

  1. Duties

  1. The Customer accepts that they are responsible for verifying that the Services are suitable for their needs. The Customer shall supply all information and materials reasonably necessary to enable TOTAL LINGUISTICS LTD. to provide the Services

  1. If the Customer fails to supply any necessary information or materials when reasonably required by TOTAL LINGUISTICS LTD. this shall relieve TOTAL LINGUISTICS LTD. of any obligation to perform Services to a previously agreed schedule

  1. The Customer confirms that they own or are legally entitled to possess any information or materials provided and hereby grant to the Company a license to use the same for the purposes of providing the Services

  1. The Customer shall indemnify and keep indemnified TOTAL LINGUISTICS LTD. from and against any liability, losses, damages, costs and expenses arising from TOTAL LINGUISTICS LTD’s use or possession of any components or other materials supplied by the Customer to TOTAL LINGUISTICS LTD.

  1. The Customer shall, within ten (10) business days of receipt of any finished deliverable of the Services, notify TOTAL LINGUISTICS LTD. in writing of any suspected defects or errors. In the absence of such notification the Customer shall be deemed to have accepted the deliverable of the Services

  1. Acceptance

  1. All quotations which shall be in writing are subject to confirmation by the Company upon receipt of the Customer’s order and no contract shall be concluded until such confirmation is given

  1. Each order when accepted constitutes a separate contract

  1. Any written quotation for an Assignment will remain open for acceptance for 30 days after issue following which it be invalid unless otherwise stated in writing

  1. Acceptance of any assignment offered by TOTAL LINGUISTICS LTD. shall imply that these conditions were read and accepted by the Customer

  1. Pricing and Terms of Payment

  1. Prices quoted are in pound sterling (GBP) and exclusive of VAT, travel expenses or any postal charges.

  1. An additional charge may be made for all expenses incurred by the Company at the request of or by agreement with the Customer which are not included in the quotation or which the Company considers reasonably necessary

  1. Payment for Services shall be made within thirty days from the date of the invoice by the Customer. Any unpaid amounts may be subject to 3% interest per month until full payment is received

  1. For any Assignments over the value of £500, a minimum of 50% of the total invoice value will be required before delivery

  1. Completion of Work

  1. Dates or periods for completion of Work are only estimates and the Company is not liable for the consequences of any delay. The Customer may specify a deadline when commissioning the Work but whilst the Company shall always endeavour to meet the Customer’s requirements, late delivery shall not entitle the Customer to withhold payment for Work done nor shall the Customer be entitled to any compensation

  1. All documents, papers or other property supplied to the Company by the Customer will be held or dealt with by the Company at the Customer’s risk and the Company will not be responsible for the consequential loss or damage thereto. Should the completion of an Assignment be required before the standard time required for its proper production, every effort will be made to ensure the Assignment is free from defects, but reasonable allowance must be made by the Customer in such cases. Should such completion of an Assignment require overtime being worked or other additional costs being incurred, the Company may charge the Customer to cover the increased cost

  1. The Company accepts no liability for the consequences of any delay in completion of an Assignment caused by the Customer and in such events, any agreed deadlines or delivery schedules will automatically cease to be valid and new dates must be negotiated

  1. Cancellation and Suspension

  1. If the Customer for any reason cancels work which they have commissioned, charges will be payable for work completed on an Assignment up to the cancellation date and for all other costs and expenses which may accrue as a result of such cancellation

  1. If the Customer suspends or postpones an Assignment they have commissioned, charges will be payable for all work up to the date of suspension or postponement and for all other costs and expenses which may accrue as a result of such suspension

  1. In case 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 to deal with an Assignment as agreed), the Company shall notify the Customer as soon as possible, indicating the circumstances. Force Majeure shall entitle both the Company and the Customer to withdraw from the Contract, but in any event, the Customer undertakes to pay the Company for any part of an Assignment already completed

  1. Any termination of the Contract shall not prejudice any rights or remedies which may have accrued to either party

  1. If for any reason the Customer cancels an Interpreting or Tuition Assignment or any other service involving the booking of a linguist for set times, days, periods, etc. 100% of the relevant working day, non-working day and/or preparation day fees will be payable. If the Company is informed in writing of the cancellation more than five working days prior to the start of the assignment 75% of such fees will be payable. If the company is informed in writing ten working days prior to the start of the assignment 50% of such fees are payable. Given 15 working days written notice the Customer will be subject to no penalty charge

  1. Illegal Matter

  1. Notwithstanding any other forms or any contract the Company will not translate, proofread, typeset or interpret any material which in its opinion is or may be of an illegal or libellous nature

  2. Where copyright subsists in texts provided to the Company, it is presumed that the Customer has obtained all consents necessary for such work to be carried out

  1. The Company shall be indemnified by the Customer in respect of all claims, proceedings, costs and expenses arising out of any libellous matter printed for the Customer, or any acknowledgement of copyright or patent or design or other third party right

  1. Property

  1. The Customer shall be responsible for loss or damage of any equipment or property of the Company when loaned to the Customer, and for any injury to persons whilst using the property loaned to the Customer. 

  1. The Company reserves the right to destroy or otherwise dispose of any document, paper or other property of the Customer which has not been reclaimed by the Customer within six months following completion of an Assignment to which it relates

  1. Use of Company Personnel

If any Customer or Associate who has engaged the services of an employee, independent contractor or Temporary Worker provided by TOTAL LINGUISTICS LTD. within a six month period proceeds to engage in the services of said employees, independent contractors or Temporary Workers other than in accordance with a contract with the Company, the Customer shall forthwith pay to the Company a sum of £10,000 (exclusive of VAT).

  1. Translation, Proofreading, Typesetting and Ancillary Services

  1. Under the Copyright Act 1956, copyright subsists in the translation of any text and where the Company is the proprietor of any copyright in any other Assignment, the Company in agreeing to undertake an Assignment impliedly licenses insofar as it is able to do so the reproduction of publication of the Assignment. However, in the event that payment is not received in accordance this said licence shall be automatically revoked and the Customer shall not be at liberty to make use of any work in which the copyright of the Company subsists 

  1. The Company endeavours to produce an accurate and idiomatic translation of any original text, on occasions a translation may read differently from the original writing and so no liability is accepted by the Company for an alleged lack of particular impact (e.g. style, marketing, sales, humour etc)

  1. The Company cannot be held responsible for any omissions or defects that occur in an Assignment due to a lack of, incomplete or wrong instruction or information from the Customer nor is it responsible for any defects that are a direct result of errors in the original material provided by the Customer. The Company reserves its right to make further charges for any amendments required

  1. The Company accepts no liability where an Assignment is used for a purpose other than that for which it was originally supplied and reserves the right to make additional charges for any amendments required

  1. Interpreting and Tuition Services

  1. Any relevant information, documents or reference material necessary to enable an Interpreter or Tutor to sufficiently prepare for an Assignment should be supplied to the Company at least three working days before an Assignment. The company accepts no responsibility for an Interpreter or Tutor being insufficiently prepared if such information is not provided 

  1. Where an Assignment takes place at a Customer’s premises or location of their choosing, the Customer is responsible for ensuring the premises are suitable for the purpose and the building is safe and secure

  1. In the event of sickness or injury of an Interpreter or Tutor prior to or during an assignment, the Company will endeavour to find a replacement Interpreter or Tutor but no liability is accepted by the Company for failing to do so

  1. Under no circumstances are Interpreters or Tutors responsible for chaperoning minors or vulnerable adults and the Customer must ensure that another responsible adult is on the premises at all times

  1. Refer to section 7.5 for details on relevant cancellation fees

  1. Confidentiality

The Company and the Customer shall both during the term of the Contract and after its termination keep confidential and will not except as authorised or as required by law use or disclose or attempt to use or disclose to any person or organisation any confidential information of either parties

  1. Headings

The numbering and headings to clauses within these conditions are inserted for ease of reference only and shall not affect the construction or interpretation of these conditions

  1. Rights of Third Parties

The Parties agree that it is not intended for any third party to have any rights to enforce any term of the Contract in accordance with the Contracts (Rights of Third Parties) Act 1999

  1. Severability

If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall, to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness, be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and effect

  1. Variation

Except as expressly provided for in these conditions no variation or amendment of the Contract or oral promise or commitment related to it shall be valid unless committed in writing and signed by or on behalf of both parties

  1. Law and Jurisdiction

These terms and conditions and the relationship between the Customer and TOTAL LINGUISTICS LTD. shall be governed by and construed in accordance with the Law of England and Wales and TOTAL LINGUISTICS LTD. and the Customer agrees to submit to the exclusive jurisdiction of the Courts of England and Wales