Terms and conditions for Translation Services

For the purpose of these Terms and Conditions “the Company”, “we”, “our” or “us” refers to Language Connect International Ltd (company no. 7364250 whose registered office is at Icon 1 7-9 Sunbank Lane, Ringway, Altrincham, United Kingdom, WA15 0AF (trading as “THG Fluently”) and “Client” represents the company, firm, body, organisation, or person contracting with Language Connect International Ltd for the Service(s) as designated as such in a Quotation. 
Agreement” is defined as the agreement for Services between the Client and the Company consisting of these Terms and Conditions, a Quotation and an Order. 
Associate” means any company in which either or both directly or indirectly owns or controls the voting rights attached to not less than 50% of the issued ordinary share capital or controls, directly or indirectly, the appointment of a majority of the board of management. 
Confidential Information” means information (in any form) which is confidential either to the Client or the Company and which either party discloses in connection with the Services. 
Controller” has the meaning given to it in the Data Protection Legislation 
“Data Protection Legislation” means all applicable data protection and privacy legislation in force from time to time in the UK including without limitation the UK GDPR, the Data Protection Act 2018 (and regulations made thereunder) (DPA 2018); and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended; and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of Personal Data (including, without limitation, the privacy of electronic communications). 
Data Subject” has the meaning given to it in the Data Protection Legislation. 
Fees” means the fees payable by the Client for the Services as set out in the Quotation.   
Order” means the Clients written confirmation for the Services in response to the Company’s Quotation. (Email confirmation or acceptance through the THG Fluently Portal, as applicable, is sufficient for this purpose). 
“Personal Data” has the meaning given to it in the Data Protection Legislation. 
“Personal Data Breach” has the meaning given to it in the Data Protection Legislation. 
“Processor” has the meaning given to it in the Data Protection Legislation. 
“Processing” has the meaning given to it in the Data Protection Legislation. 
Quotation” means the document or email summary, or THG Fluently Portal message sent to the Client by the Company capturing details of the Services and the Fees. 
Relevant Person” means any translator, interpreter, voice-over artiste, typist 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 twelve months preceding the use of their Services by the Client or an Associate as aforementioned. 
Services” means translation services performed by the Company for the Client as set out in the Quotation. 
Terms and Conditions” means these terms and conditions. 
UK GDPR” has the meaning given to it in section 3(10) (as supplemented by section 205 (4)) of the Data Protection Act 2018.  
Work Materials” means any information communicated or transmitted to the Company by the Client in order to perform the Services provided herein. 
Working Days” means a weekday (not including Saturday, Sunday or Bank Holiday in England).  
1.1 In submitting an Order, the Client enters into a binding Agreement with the Company, covered by these Terms and Conditions and the details of such Order are only confirmed in accordance with clause 3.3. 
1.2 No terms and conditions or other documents other than those set out or referenced herein and any terms and conditions or conditions in other documents proposed by the Client are hereby excluded. 
1.3 Subject to clause 17.2, these Terms and Conditions shall be incorporated into every Quotation and Order. 
2.1 The Client shall clearly indicate in writing the intended use of the translation. 
2.2 Unless otherwise requested in writing a translation is undertaken for information and understanding only, and shall be of a high enough standard for use in general correspondence. 
2.3 Unless provided for in a Quotation and subject to a proof reading charge as shown in the price list, the Client warrants that the translation will be the final document the Client requires and such document will not be further edited by the Client or other-related third parties or be used for the following purposes: 
(i) Tenders, 
(ii) Contracts, insurance, patents and other legal purposes, 
(iii) Printing or publication, 
(iv) Advertising, 
(v) Any other purposes, where the particular rendering of the text is liable to be of consequence,  
all of which will necessitate a higher level of accuracy and/or proof-reading. 
2.4 Should a Client wish to use a translation for any other purpose than that for which it was originally supplied as set out in a Quotation, the Client shall obtain confirmation in writing from the Company that the translation is suitable for the intended new purpose. The Company reserves the right to amend and adapt, at the cost of the Client, the previously supplied translation, if necessary, for its new purpose. 
 2.5 Where the purpose of the translation is not disclosed to the Company, the Company shall proceed with the translation as if it were for information purposes only, the Company shall have no liability whatsoever should the Client use the translation for purposes other than information purposes only and the right to charge additional Fees set out in clause 2.4 shall be reserved by the Company should this be required for a new purpose.  
2.6 The Company may indicate the purpose for which the translation was supplied in a Quotation and will determine the charge accordingly. 
3.1 Written quotations remain valid for 30 days after the Quotation issue date and thereafter will lapse unless otherwise stated by Company in writing. 
3.2 Quotations are given on the basis of the Client’s description of the source material, the purpose of the translation and any other instructions. Such Quotations may be amended at any time if, in our opinion, the description of the source materials is materially inadequate or inaccurate. 
3.3 Quotations are not binding on the Company and are given subject to final confirmation by the Company upon receipt of the Order. 
4.1 Unless otherwise stated, Fees are in sterling and are exclusive of value added tax and other applicable taxes. The Company shall invoice the Client for all appropriate taxes and expenses for which the Company is liable to collect. The Client shall be liable to pay any penalties or interest on such taxes which are payable by the Company as a result of the Client’s delay in paying such charges. 
4.2 Discounts included on quoted prices in a Quotation are only applicable if invoices are paid within 14 days of receipt. 
4.3 Payment is required by direct bank transfer, e.g. BACS or CHAPS, unless otherwise specified in writing on the invoice. All payments shall be made without deduction or set-off of including of bank charges. 
4.4 Where credit accounts are not opened for a Client, Services will be invoiced immediately on the date of Company’s confirmation set out in clause 3.3, and full payment must be received in advance of any Services being commenced by the Company.  
4.5 Where credit accounts are opened for a Client, Services will be invoiced in full on completion unless the duration of the work exceeds one full month with such month commencing on the date of Company’s confirmation set out in clause 3.3. Services provided continuously for over one month will be invoiced based on the total value of the Services completed after one month and the remaining value after completion. Invoices raised in line with this clause 4.5 must be paid within 14 days of the date on which the invoice is issued.  
4.7 Where a purchase order is required for invoicing, we will wait a maximum of two months from date of Company’s confirmation set out in clause 3.3 to receive this. If the purchase order is not provided by the expiry of this two-month period, we will proceed with invoicing without including a purchase order number.  
 4.8 Without prejudice to the Company’s other rights, we reserve the right to levy a service charge equal to the greater of 5% of the outstanding amount or £5 per month on all accounts outstanding beyond the due date to cover financial and administrative costs. Should it prove necessary for us to engage the services of debt recovery agents, a surcharge equalling the fees of such agents will be applied to the outstanding amount to recover the costs. 
4.9 Failure to pay any invoice in accordance with these Terms and Conditions, shall entitle us to suspend further work both on the same Quotation, and on any other Quotation, without prejudice to any other right we may have, including our right to terminate an Agreement under clause 8.3. 
5.1 A date agreed by the Company for delivery is given and intended as an estimate only, and is set out in the Quotation as the estimated turnaround time. The Company will use reasonable endeavours to meet such estimated turnaround time but shall not be liable to make good any damage or loss, whether arising directly or indirectly out of its failure to meet such estimated turnaround time. Whilst the Company shall make reasonable effort to meet the Client’s requirements, late delivery shall not entitle the Client to withhold payment for Services provided. 
 5.2 The Client and the Company may, at any time after the passing of the original estimated turnaround time given for delivery as set out in the Quotation, agree a further date for delivery, and if delivery has not taken place by such a date, Company may be offered a discount on the original Fees. 
5.3 The Company reserves the right to sub-contract all or part of the work to a contractor(s) of its choice. 
5.4 The Company shall not be liable to the Client or be deemed to be in breach of the Agreement by reason of any delay in performing, or any failure to perform, any of the Company’s obligations in relation to the Services, if the delay or failure was due to any cause beyond the Company’s reasonable control. Without limiting the foregoing, the following shall be regarded as causes beyond the Company’s reasonable control:  
(i) Act of God, explosion, flood, tempest, fire or accident; 
(ii) war or threat of war, sabotage, insurrection, civil disturbance or requisition; 
(iii) acts, restrictions, regulations, bye laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority; 
(iv) import or export regulations or embargoes; 
(v) strikes, lock outs or other industrial actions or trade disputes; 
(vi) difficulties in obtaining raw materials, labour, fuel, parts or machinery; 
(vii) power failure or breakdown in machinery. 
5.5 In case of an event described above in clause 5.4, the Company shall notify the Client without delay, indicating the circumstances. Such event(s) shall entitle both the Company and the Client to cancel the Order but, in any event, the Client undertakes to pay the Company for work already completed up to the date of the cancellation by either party. The Company will assist the Client, using its reasonable efforts despite such event(s), to complete their Order. 
Delivery of the Services is deemed to have taken place by emailing, posting or delivery to a carrier, as the case may be, and the risk in the translation document shall pass to the Client upon such dispatch by the Company. However, the Company will retain a copy of the translation for a maximum of 12 months from the delivery date to the Client unless otherwise agreed with the Client, and in the event of there being any loss or damage, will forward a further copy free of charge if the Company still possesses such copy. 
Although an urgency surcharge may be levied on urgent translations, because such urgency may preclude the necessary time to check and edit the translation, the Company will not accept any liability for any work requested by the Client on an urgent basis. Should such completion of work necessitate overtime being worked or other additional costs being incurred, a Fee will be made to cover the increased cost and such surcharge Fee for expedited Services shall be as set out in the Quotation. 
8.1 Save as permitted under clause 5.4, if the Client for any reason cancels work which has been commissioned, Fees will be payable for all the completed Services up to the date the Client cancels the Services and for all other costs and expenses which may accrue as a result of such cancellation. 
8.2 If the Client suspends or postpones the Services for a period of 21 days or more, Fees will be payable by the Client for all Services up to the date of suspension or postponement and for all other cost and expenses which may accrue as a result of such suspension or postponement. 
8.3 Company may terminate an Agreement at any time as follows: 
(i) on 14 days’ written notice for convenience; 
(ii) immediately on written notice, for a material breach of the Client (which if capable of remedy is not remedied within 14 days); 
(iii) immediately on written notice for the insolvency (or other analogous process) of Client. 
9.1 To the maximum extent permitted by law, the Company shall have no liability to the Client for any: (i) loss of profit;  
(ii) loss of business;  
(iii) loss of revenue; or 
(iv) indirect or consequential loss,  
arising under or in connection with the Agreement, the Services or any Order or Quotation. 
9.2 Subject to clause 9.1 and to the maximum extent permitted by law, the Company’s aggregate liability in contract, tort (including negligence) or otherwise, however arising, under or in connection with this Agreement shall not exceed the price paid by the Client to the Company for the Services in the 12 months immediately prior to the liability arising. 
9.3 The Company shall incur no liability to the Client for innocent or negligent misrepresentation by virtue of any statement made by or on behalf of the Company prior to the Agreement, whether orally or in writing, and you shall not be entitled to rescind the Agreement on the grounds of any such misrepresentation. 
9.4 In the event of the Client using work carried out for a purpose other than for which it was supplied, the Company excludes all liability related to the same (to the extent permitted by law) and the Client shall not be entitled to any compensation, damages or other losses by the Company incurred as a result of the same. 
9.5 The Client acknowledges that any materials submitted by and to you over the Internet cannot be guaranteed to be free from the risk of interception, even if transmitted in encrypted form, and that we have no liability for the loss, corruption or interception of any materials. 
9.6 For translation work: 
  (i) Whilst the Company shall endeavour to produce an accurate and idiomatic translation of the original text, the Client accepts that a translation may read differently from good original writing and accordingly the Company shall not be liable for an alleged or actual lack of advertising or sales impact. 
(ii) The Company shall not be liable for errors in conversion from one system of measurement to another, for transliteration of names and other proper nouns from one script to another or for translation of abbreviations. Neither shall the Company be liable for errors resulting from illegibility of any material supplied by you or your third parties.                            
(iii) Subject to clauses 9.1 and 9.2, in the case of a material error or omission in work undertaken by the Company, we will re-type the work provided that the Client has complied with its obligations under the Agreement. Any re-interpretation of a translation will be solely undertaken by us and the Client must refer questions of material error or omission to us within 10 Working Days of the translation delivery date.  
9.7 For translations you intend to publish externally: 
(i) we shall not be responsible for any errors or omissions in the final proof unless it is submitted to us for a final check prior to going to print. 
(ii) Where the Services provides 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. 
(iii) Client’s request for final proof services shall be subject to additional Fees as set out in the Quotation. 
The Client warrants that the required translation does not infringe any copyright or other proprietary right nor does it contain anything of an obscene, blasphemous or libellous nature. The Client shall indemnify the Company in respect of all actions, claims, proceedings, costs and damages incurred or awarded against Company and paid by Company in respect of, or arising out of, any breach of such warranty or out of any claim by a third party based on any facts which, if substantiated, would constitute a breach of such warranty. 
No oral representation of statement shall be binding upon the Company, whether as a warranty or otherwise, nor shall anything be implied from any such representation or statement. 
Unless otherwise agreed by the Company, any Client or Associate shall not, for a period of one year after termination of the Agreement, either directly or indirectly, on their own account or for any other person, firm or company, solicit, employ, endeavour to entice away from us or use the services of a translator, interpreter or any other Relevant Person who has provided the work to you on our behalf under the Agreement. In the case of a breach of this clause, the Client shall forthwith pay to the Company: 
(i) where the Relevant Person becomes an employee or supplier of such Client or Associate a sum equal to 50% of the gross annual remuneration of such Relevant Person for the immediately preceding 12 months or the sum of £10,000, whichever shall be higher; and 
(ii) in any other case, a sum equal to 50% of the gross annual earnings of such Relevant Person or a sum of £10,000 whichever shall be higher.  
13.1 In consideration of payment of the Fees by the Client, the Company assigns to the Client, all intellectual property rights in the translation it produces on behalf of the Client when performing the Services.   
13.2 The Client hereby grants the Company (and our contractors or Associates) a licence to store and use the Work Materials for the duration of the Agreement and for the purposes of the Services. 
14.1 Both parties agree not to use nor disclose to third persons any of the other party’s Confidential Information subject to clause 14.2. 
14.2 Either party may disclose Confidential Information of the other: 
(i) When required to do so by law or any regulatory authority, provided that party required to disclose the Confidential Information, where practicable and legitimate to do so: 
(a) Promptly notifies the owner of any such requirement (where legally permitted to do so); and 
(b) Co-operates with the owner regarding the manner, scope or timing of such disclosure or any action the owner may take to challenge the validity of such requirement. 
(ii) To its (or any of its Associate’s) personnel, contractor’s personnel or any person whose duties reasonably require such disclosure, on condition that the party making such disclosure ensures that each such person to whom such disclosure is made: 
(a) Is informed of the obligations of confidentiality under these Terms and Conditions; and 
(b) Complies with those obligations as if they were bound by them. 
15.1 The Client and the Company agree and acknowledge that for the purpose of the Data Protection Legislation, in relation to any Personal Data processed by the Company on behalf of the Client in the course of performing the Services (“Client Personal Data”): 
(a) the Client is the Controller and the Company is the Processor; and 
(b) the Client is responsible for its complying with its obligations under the Data Protection Legislation, including but not limited to, providing any required notices to, and obtaining any required consents from, Data Subjects to enable the Company’s lawful processing of such Client Personal Data, and for the lawfulness of the instructions it gives to the Company in respect of such processing... 
15.2 The Company shall: 
(a) only process Client Personal Data in accordance with the Client’s documented instructions, including with regard to transfers, unless required to do otherwise by applicable law. In which event, the Company shall inform the Client of the legal requirement before processing Client Personal Data other than in accordance with the Client’s instructions, unless legally prohibited from doing so; 
(b) ensure that its personnel are subject to appropriate obligations of confidentiality;  
(c) taking into account the nature of the Services, provide reasonable assistance to the Client, insofar as this is possible and at the Client’s cost, for the fulfilment of the Client’s obligations under the Data Protection Legislation in respect of data security; data breach notification; data protection impact assessments; prior consultation with supervisory authorities; and the fulfilment of Data Subject’s rights; and 
(d) upon expiry or termination of this Agreement, upon the Client’s request, return or delete Client Personal Data, and delete any existing copies in its possession unless required to retain such Client Personal Data under applicable law. 
15.3. The Company shall use appropriate technical and organisational measures to protect Client Personal Data stored within the Company’s infrastructure against unauthorised and unlawful processing and against accidental loss, destruction, disclosure, damage or alteration.  The Client agrees that it is solely responsible for determining whether such technical and organisational measures are appropriate, taking into account the nature, scope, context and purposes of the processing.  
15.4 Upon written request, the Company shall make available to the Client such information as is reasonably necessary to demonstrate the Company’s compliance with its obligations under this Clause.  
15.5  In addition, the Company agrees to permit an audit to be conducted of its data processing facilities, by the Client or the Client’s representatives (bound by appropriate obligations of confidentiality), provided such an audit is carried out: (i) during the Company’s normal business hours; (ii) in manner that causes minimal disruption to the Company’s business and excludes from its scope any internal confidential information, information relating to other customers of the Company or the Company’s own internal reports; (iii) at the Client’s own cost; and (iv) no more than once in a calendar year.  
15.6   The Company shall notify the Client without undue delay and in any event within 48 (forty-eight) hours of becoming aware of any Personal Data Breach.  The Company shall provide the Client with reasonable assistance in relation to the Personal Data Breach, including the provision of such information as is known to the Company  regarding the nature of the breach, the categories and approximate number of Data Subjects and records concerned. 
15.7 The scope, nature and purpose of the processing shall be to provide the Services to the Client pursuant to this Agreement.  The Company shall process the Client Personal Data for the duration of the Services.  The categories of Client Personal Data and Data Subjects shall be such Personal Data relating to such Data  Subjects are contained in the materials being translated. 
These Terms and Conditions and any Agreement shall be governed by and construed in all respects in accordance with English law and the parties hereby submit to the exclusive jurisdiction of the English Courts.  
17. OTHER          
17.1 These Terms and Conditions are subject to change without prior written notice. 
17.2 Different terms and conditions apply to Interpreting and Voiceover Services, and may apply where the Company is providing Services in the UK, Germany or Singapore. The applicable Terms and Conditions will be referenced in your Quotation. 
17.3 Any variation to the Agreement shall only be binding on the Company unless otherwise specifically agreed in writing by authorised personnel of the Company. 
17.4 The Agreement is not intended for the benefit of and shall not be enforceable by third parties. A person who is not a party to these Terms and Conditions or the Agreement shall not have any rights under or in connection with the Agreement.  
17.5 You acknowledge that we may perform services for other customers, persons, or companies during the term of our Agreement as we see fit, subject to our sole discretion and judgment.