FLUENTLY TERMS AND CONDITIONS FOR ALL SERVICES EXCEPT FOR INTERPRETING AND VOICEOVER SERVICES (SINGAPORE)
For the purpose of these Terms and Conditions “the Company”, “we”, “our” or “us” refers to Language Connect International Ltd (company no. 201501603W whose registered office is at 63 Market Street #10-02 Bank of Singapore Centre Singapore 048942 trading as “THG Fluently”) and “Client” or “you” represents the company, firm, body, organisation, or person contracting with Language Connect Singapore Private Limited for the Service(s) as designated as such in a Quotation.
1. FORMATION OF THE AGREEMENT AND APPLICATION OF THESE TERMS AND CONDITIONS
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 3.1.
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 20.2, these Terms and Conditions shall be incorporated into every Quotation and Order.
2. INTENDED USE OF TRANSLATION SERVICES
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, you warrant that the translation will be the final document you require and which 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. QUOTES
3.1. Quotations are not binding on the Company and are given subject to confirmation by the Company upon receipt of the Order. The details of the Agreement shall not be confirmed until confirmation by the Company is given. 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. Information provided in the Company’s brochures, website or other published material is a general description only and does not form part of these Terms and Conditions.
4. PAYMENT
4.1. Unless otherwise stated, Fees are in sterling and are exclusive of value added tax and other applicable taxes. We shall invoice you for all appropriate taxes and expenses for which we are liable to collect. You shall be liable to pay any penalties or interest on such taxes which are payable by us as a result of your delay in paying such charges.
4.2. 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.
4.3. Where credit accounts are opened for a Client:
(i)if the Services are provided for less than one calendar month, the Services will be invoiced in full on completion of the Services;
(i) if the Services are provided continuously for more than one calendar month, the Services will be invoiced one calendar month from the date of the Company’s confirmation set out in clause 3.1 in respect of the Services already provided and again on completion of the Services in respect of the remaining Services; and
(iii) payment must be received within 14 days of the date on which the invoice is issued.
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 3.1, and full payment must be received in advance of any Services being commenced by the Company.
4.5. Discounts included on quoted prices in a Quotation are only applicable if invoices are paid within 14 days of receipt.
4.6. 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 3.1, when we will invoice for work completed in that month at the end of that month. A new order will then be created the following month for the additional work requested by the Client which runs into the next month or at Company’s discretion any of the original work which was due to run into an additional month.
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 3.1 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 charge you interest on any overdue amount at the rate of 8% per annum above the Singapore Interbank Offered Rates. Such interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. 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. COMPLETION OF WORK
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 an 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 we 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;
(viii) pandemic or epidemic;
(ix) impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport;
(x) impossibility of the use of public or private telecommunications networks
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.
6. DELIVERY
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 of the Services 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.
7. URGENCY
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. CANCELLATION, SUSPENSION AND TERMINATION
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.
8.4. On termination of an Agreement for any reason:
(a) all licences granted under the Agreement shall immediately terminate, save for those granted under clauses 13.3 and 14.4; and
(b) each party shall return and make no further use of any equipment, property, documentation and other items (and all copies of them) belonging to the other party, save for the material you have licensed to us under clauses 13.3 and 14.4; and
(c) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination shall not be affected or prejudiced.
9. LIABILITY
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;
(iv) loss of data; or
(v) indirect or consequential loss,
arising under or in connection with the Agreement, the Services or any Order or Quotation.
9.2. Subject to clauses 9.1 and 9.8 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.
(iv) You accept that our translation work will not be proof read unless you have additionally ordered our proof reading service; where you have not ordered our proof reading service, we make no guarantee that the translation is sufficiently error-free to be publishable.
9.8. We do not in any way exclude or limit our liability for:
(a) death or personal injury caused by our negligence;
(b) fraud or fraudulent misrepresentation;
(c) any breach of the terms implied by Sections 2 to 5 of the Supply of Goods Act (Cap 394, 1999 Rev Ed) subject to any other applicable laws or any competent governmental, judicial or statutory authority or pursuant to rules or regulations of any relevant regulatory, administrative or supervisory body;
(d) any other matter for which it would be illegal for us to exclude or attempt to exclude our liability.
10. ILLEGAL MATTERS
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 by or awarded against 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.
11. REPRESENTATION
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.
12. USE OF TRANSLATORS, INTERPRETERS AND VOICE-OVER ARTISTES
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:
12.1 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
12.2 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. INTELLECTUAL PROPERTY RIGHTS
13.1. In consideration of payment of the Fees in full by the Client, the Company assigns to Client all intellectual property rights of the translation produced by the Company on behalf of the Client in providing 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.
13.3. You hereby grant us a licence to maintain archived copies of materials provided by you and our translations thereof. The granting of this licence is subject only to any applicable laws or any competent governmental, judicial or statutory authority or pursuant to rules or regulations of any relevant regulatory, administrative or supervisory body that require us to destroy any of the materials provided by you containing Personal Information as soon as it is reasonable to assume that the purpose for which the Personal Data is no longer being served by retention of the Personal Data and retention of the Personal Data by us is no longer necessary for legal or business purposes.
13.4. You shall indemnify us, and keep us indemnified, against all liabilities, costs, expenses, damages and losses suffered or incurred by us arising out of or in connection with any claim made against us in relation to any material provided by you to us, and our processing of that material in accordance with the Agreement.
14. CONFIDENTIALITY
14.1. Both parties agree to keep confidential and not to use nor disclose to third persons any of the other party’s Confidential Information subject to clause 14.2 and 14.3.
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.
14.3. Each party shall restrict disclosure of Confidential Material to such of its employees, agents, consultants or sub-contractors as need to know it for the purpose of discharging its obligations to the other party.
14.4. Notwithstanding the above, you acknowledge that, in the course of providing translation services to you, we will develop an internal database matching sentences or terms in one language to the translations delivered in another language. This enables us to deal with future work more efficiently and to pass on long-term savings to you and other clients, by reducing the work required of translators we engage. Material you supply and which is used in this way is only displayed to translators when a client of ours has requested translation of an identical or similar sentence or term. You hereby grant us, our successors and assigns, a perpetual, irrevocable licence to use Work Materials for this purpose.
15. DATA PROTECTION
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 15.4. 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.
15.5. 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.
15.6. 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.
15.7. Any Personal Data you provide to us will be used to:
(a) provide the Services; and
(b) process your payment for the Services.
15.8. Before obtaining our Services, you must obtain consent from the data subject for the use and disclosure of the data subject’s Personal Data for the purpose of obtaining our Services, subject to clause 15.9 below.
15.9. Consent from the data subject for the disclosure or use of the data subject’s Personal Data is not required if:
(a) the Personal Data is publicly available;
(b) the use or disclosure of the Personal Data to us is necessary in the national interest of Singapore; or
(c) the use or disclosure of the Personal Data to us is necessary for any investment or proceedings;
subject to any applicable laws or to any competent governmental, judicial or statutory authority or pursuant to rules or regulations of any relevant regulatory, administrative or supervisory body.
15.10. You shall indemnify us, and keep us indemnified, against all liabilities, costs, expenses, damages and losses suffered or incurred by us arising out of or in connection with any claim relating to the collection, use, or disclosure of any Personal Data provided by you.
16. GOVERNING LAW
These Terms and Conditions and any Agreement shall be governed by and construed in all respects in accordance with the law of Singapore and the parties hereby submit to the non-exclusive jurisdiction of the courts of Singapore.
17. TRANSFER OF RIGHTS AND OBLIGATIONS
17.1. The Agreement is binding on you and us and on our respective successors and permitted assignees.
17.2. You may not transfer, assign, charge or otherwise dispose of an Agreement, or any of your rights or obligations arising under it, without our prior written consent.
17.3. We may transfer, assign, charge, sub-contract or otherwise dispose of an Agreement, or any of our rights or obligations arising under it, at any time during the term of the Agreement.
18. WAIVER
18.1. If we fail, at any time during the term of an Agreement, to insist upon strict performance of any of your obligations under the Agreement or any of these Terms and Conditions, or if we fail to exercise any of the rights or remedies to which we are entitled under the Agreement, this will not constitute a waiver of such rights or remedies and will not relieve you from compliance with such obligations.
18.2. No waiver will be effective unless it is expressly stated to be a waiver and is communicated to you in writing in accordance with clause 19 below.
18.3. A waiver by us of any default will not constitute a waiver of any subsequent default.
19. NOTICES AND COMMUNICATIONS
19.1. Applicable laws require that some of the information or communications we send to you should be in writing. You accept that communication with us will be mainly electronic. For contractual purposes, you agree to this electronic means of communication and you acknowledge that all contracts, notices, information and other communications that we provide to you electronically comply with any legal requirement that such communications be in writing. This clause does not affect your statutory rights.
19.2. All notices given by you to us must be delivered to Language Connect Singapore Private Limited at accounts@languageconnect.net or 63 Market Street #10-02 Bank of Singapore Centre Singapore 048942. We may give notice to you at either the e-mail or postal address you provide to us when placing an order.
20. MISCELLANEOUS
20.1 These Terms and Conditions are subject to change without prior written notice.
20.2 Different terms and conditions apply to Interpreting and Voiceover Services, and where the Company is providing Services in the UK, US, or Germany. The applicable Terms and Conditions will be referenced in your Quotation.
20.3 Any variation to the Agreement shall only be binding on the Company unless otherwise specifically agreed in writing by authorised personnel of the Company.
20.4. A person who is not party to these Terms and Conditions or an Agreement shall not have any rights under or in connection with them under the Contracts (Rights of Third Parties) Act, Chapter 53B.
20.5. If any court or competent authority decides that any of the provisions of these Terms and Conditions or any provisions of an Agreement are invalid, unlawful or unenforceable to any extent, the term will, to that extent only, be severed from the remaining terms, which will continue to be valid to the fullest extent permitted by law.
20.6. Subject to clause 20.2, these Terms and Conditions, and any document expressly referred to herein, constitute the whole agreement between us and supersede all previous discussions, correspondence, negotiations, arrangements, understanding or agreement between us relating to the subject matter of any Agreement. We each acknowledge that, in entering into an Agreement, neither of us relies on, or will have any remedies in respect of, any representation or warranty (whether made innocently or negligently) that is not set out in these Terms and Conditions or the documents expressly referred to herein.
21. DEFINITIONS
“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 (i) confidential to us and is disclosed to or obtained by you (or your employees, agents, consultants or sub-contractors); or (ii) confidential to you and is disclosed to us in connection with the Services.
“Consent” of the data subject means any freely given, specific, informed and unambiguous indication of the data subject’s wishes by which he or she, by a statement or by a clear affirmative action, signifies agreement to the processing of personal data relating to him or her.
“Controller” means the natural or legal person, public authority, agency or other body which, alone or jointly with others, determines the purposes and means of the processing of personal data.
“Data Protection Legislation” means all applicable data protection and privacy 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).
“Fees” means the fees payable by the Client for the Services as set out in the Quotation.
“Order” means the written confirmation from you for our Services in response to the Quotation sent to you by the Company. (Email confirmation or acceptance through the THG Fluently Portal, as applicable, is sufficient for this purpose).
“Personal Data” means data, whether true or not, about an individual who can be identified (a) from that data; or (b) from that data and other information to which the Discloser has or is likely to have access (a “data subject”); and is subject to any applicable laws or to any competent governmental, judicial or statutory authority or pursuant to rules or regulations of any relevant regulatory, administrative or supervisory body.
“Personal Data Breach” means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, personal data transmitted, stored or otherwise processed.
“Processor” means a natural or legal person, public authority, agency or other body which processes personal data on behalf of the controller;.
“Processing” means any operation or set of operations which is performed on personal data or on sets of personal data, whether or not by automated means, such as collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.
“Quotation” means the document or email summary or THG Fluently Portal message sent to you 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 us for you as set out in the Quotation.
“Terms and Conditions” means these terms and conditions.
“Work Materials” means any information communicated or transmitted to us by you in order to perform the Services provided herein.
“Working Days” means a weekday (not including Saturday, Sunday or Bank Holidays in England).