Copyright ©2017 Pancroft, Whiteman and Partners Consulting Ltd.
For the purposes of this contract the following terms shall be defined as below:
Client shall mean the contracting part commissioning a translation in the normal course of business, being either a legal person, a private individual or other economic interest group.
Company shall mean Pancroft, Whiteman and Partners Consulting Ltd. whose registered office is at 47 Park Crescent, Penygarn, PONTYPOOL, NP4 8BR, Wales, translating in the normal course of business, either performed by the Company itself or through or by one or more of its subcontractors.
Completion shall mean the completion of the translation services as revealed to the client of the translation, the subject of the services.
Contract Price shall mean the total price to be paid by the Client to the Company as defined in the quotation.
Contract shall mean the contract between the client and the Company being formed by the Purchase Order as accepted by the Company and its terms and conditions.
Purchase Order shall mean the purchase order for the Company to be issued by the Client.
Source Document or Material shall mean any text or communication medium to be translated, including text, sound or images in paper or electronic form.
Translation shall mean and include the preparation, revision or edition of the task.
Translation Work shall mean the services provided by the Company as stated on the Purchase Order and accepted by the Company.
1.1. The Company shall sell the translation service in accordance with the Company's written quotation. The Client shall purchase the work in accordance with the written quotation made by the Company or by the written Purchase Order of the Client which has to be accepted by the Company in writing.
1.2. The Client is responsible to the Company for the validity of the terms of any Purchase Order or text to be translated and for giving any information necessary in relation to the work within reasonable and sufficient time.
1.3. No modification of the Contract shall be binding for the Company unless it was agreed between its directors or representatives and the Client in writing.
2.1. The Company will only accept orders from Clients on the basis that the performance of the Translation Work will not create an infringement of any third party rights. The Client will undertake to hold the Company free from any claim for infringement of copyright and/or intellectual property right in any case, arising as a result of the original source or its source material or translation.
3.1. Estimates shall be given for guidance or information purposes only.
3.2. Fixed quotations are only to be given after the Company has checked the source material and has received binding instructions from the client.
3.3. Fees are subject to VAT (if applicable). All prices set out are exclusive of any applicable United Kingdom Value Added Tax and any other applicable taxes or duties which the Client shall be liable to pay to the Company.
3.4. Any fee agreed upon regarding a translation project shall be renegotiated, if it is found to present any special problems or difficulties which neither reasonable party could be aware of at the time of offer and acceptance.
3.5. Supplementary charges arising from
· Necessary terminological research
· Especially created glossary for the client (agreed in advance)
· Poorly legible copy of original
· Discontinuous text, complicated layout or complicated representation, requiring extra time or resources
· Or priority work or work outside normal office hours in order to meet deadlines set by the Client or any other requirements
may also be additionally charged.
3.6. Extra charges for the requirements above will be negotiated and agreed upon between the Company and the Client in writing in advance.
3.7. Changes in the text or additional wishes by the Client after the translation progress has started, the work is already or still in progress and the fee was agreed upon the fee shall be adjusted for any supplementary charges. The terms of delivery will be adjusted to the additional work.
4.1. Any date for delivery and/or times shall only be binding if confirmed by the Company in writing.
4.2. The Company shall have the right to extend the delivery schedule within reasonable time and such period necessary to fulfil the contracted work in a reasonable way. In any such event the Company shall notify the Client in writing in advance of such an extension.
4.3. The requirements for delivery shall be fulfilled as soon as the Company has dispatched the finished translation by post or email on the date of delivery.
4.4. The costs for the delivery by regular mail shall be paid by the Company. If costs of delivery are higher than incurred usually due to special wishes on delivery by the Client, the Client shall be chargeable for the extra costs.
4.5. The Company accepts no responsibility for any delay, loss or damage that may occur by way of electronic or non-electronic transmission or shipment of the finished work to the Client. This includes any virus related problems by electronic transmission.
4.6. The Client shall be responsible for the delivery to and for collection from the Company's premises if any physical items are required to be made available to the Company in due course of the translation process.
5.1. The copyright in the translation remains property of the Company until the full amount of fees has been paid for.
5.2. Without the written permission of the Company any alterations or amendments of the translation the Company shall not be held liable for the amendments or their consecutive consequences.
5.3. If translations are intended for publication purposes the name of the Company must be clearly indicated. If the translation is published on the Internet the Company has to be clearly referred to on the web site on which the translation is being published. A visible link/reference has to be added with the text "Deutsche/Englische Übersetzung von Pancroft, Whiteman and Partners Consulting Ltd." and accordingly "German/English Translation by Pancroft, Whiteman and Partners Consulting Ltd." to the web site of the Company "pancroft-whiteman-translations.eu".
6.1. At all times the Company shall undertake due discretion of disclosure to any third party of any information contained in the Client's documents or translations without the written consent of the Client.
6.2. The Company shall not be held liable in view of the necessary use of electronic and non-electronic transmission or shipment between the Company and its sub-contractors and the Client for any unauthorised access to the Client's documents.
7.1. The Company shall not be liable to the Client or any third party for failures and delays or their consequences as a result of circumstances wholly beyond the Company's control, including not only acts of God, sickness, fires, floods, electric outages, computer, server, communication failures, acts of omission or defaults of subcontractors or third parties or relevant industrial action.
7.2. Paragraph 7.1 shall also apply for all cases if the Company has to shut down or cut back its services for a period of time for reasons beyond its control. This includes the online business.
7.3. For reasons emerging from paragraph 7.1 and 7.2 the Company has the right to partially or wholly withdraw from its contractual obligation. The Company shall have the obligation to notify the Client as soon as possible as it is reasonably practical and shall assist the Client in such an event to find an alternative solution reasonable to the Client's needs.
7.4. If a Translation Work is commissioned and then cancelled, reduced in scope or frustrated by an act or an omission the Client or any third party has to be held responsible for, unless paragraph 7.1 applies, the Client shall pay the Company the full contract sum (including the costs of all labour and materials used) and all loss of profits, damages, charges and expenses incurred unless otherwise agreed to in writing by the Company in advance in accordance with the obligations to the Client's part implied by the Sales of Goods Act 1979 or by any other statute or statutory provision relevant to the order or to goods or work covered by any exercise of the Company's right under this Contract. Any work completed upon that date shall be made available to the client.
8.1. Payment has to be made in full to the Company no later than ten (10) days from the date of the invoice by the method of payment specified.
8.2. The Company may request an initial payment and periodic payments on terms to be agreed upon between the parties for long assignments or texts.
8.3. Settlements of initial payments shall be due on the date agreed upon by the Company and the Client or in the absence of any such agreement within the period stipulated in paragraph 8.1.
8.4. The Company shall have the right to charge interest of 5% per annum (both before and after any judgment) over the prevailing base rate set by HSBC plc base rate from time to time to all overdue amounts from the date on which they first become due until they are paid in full ( a part of a month being treated as a full month for the purpose of calculating interest).
8.5. Where delivery shall be in instalments and notice of overdue interim payment has been given the Company shall have the right to stop the outstanding translation process until the payment due is made or other terms between the Company and the Client have been agreed to.
8.6. The action under paragraph 8.5.) shall be without any prejudice to any amounts due and without any liability whatsoever to the Client or any third party.
9.1. The work shall be done by the Company using its best efforts and the best of its ability, knowledge and belief using reasonable standards of attention and accuracy normally expected in the industry. The Company shall have the right to consult authorities as are reasonably available to the Company at the time.
9.2. The work will be provided by the Company in accordance with the Contract and the Company will use all reasonable effort in accordance of the Company' estimated delivery schedule set out in the quotation, but the Company will not accept any responsibility or liability, financial or apart from that, in the event that the delivery schedule has not been met. The Company shall not be liable for any reimbursement of the Client in respect of any delay payments or damages the Client has become liable to as a result of delay or failure by the Company. The Company shall notify the Client of any possible delay to the estimated delivery schedule within reasonable time.
9.3. Unless otherwise stated and agreed upon in writing, a translation shall be fit for its purpose, target readership, and the level of quality deemed appropriate for "information purposes only". Other levels of quality have to be specified and agreed upon in advance between the Company and the Client.
9.4. The Company shall have the right to investigate any defect or error after notification within three months after completion of the contracted Translation Work and shall have the right to rectify the defect as soon as reasonable.
9.5. The Company accepts no liability in respect of any error or defect in the Translation Work, or the consequences and gives no warranty in respect thereof. Such notification shall be made by the Client to the Company within three (3) months.
9.6. The use or communication of the translated work or its performance to any third party by the Client shall be his solely responsibility and liability and the Client shall indemnify the Company against all loss, damages, actions, claims, costs demands or expenses, personal injury or death and liabilities whatsoever which may incur against the Company either by common law or by statute which may incur by the use of the Translation Work by the Client against any third party.
9.7. Within the limits of the law, either by contract, tort ( including negligence or breach of statutory duty) or otherwise, all claims will be limited to the amount of the invoice.
9.8 There shall be no liability for
· any increased expenses or costs
· any loss of profit, contracts, revenues and/or anticipated savings
· any indirect, special, punitive or consequential damages arising directly or indirectly out of the performance of the contract between the Company and the Client or any defect or error in the contract or its performance, non-performance or delay.
10.1. No accepted order shall be cancelled by the Client except with the contract in writing and on terms that the Client accepts to indemnify the Company against any loss, including loss of profit, costs, such as costs of labour and materials used, charges and/or expenses the Company suffered as a result of the Client's cancellation.
11.1. All notices, documents and/or other communication to be given shall be in writing and shall be transmitted by first class registered or recorded mail, by facsimile or other electronic means in a form generating a record copy to the party being served at the relevant address for that party. Any notice sent by mail shall be deemed to have been sent duly served within three (3) working days after the date of posting. Any notice sent by facsimile or other electronic means shall be deemed to have been duly served at the time of transmission.
12.1. The Company shall have the duty to meet the agreed upon order requirements or to provide a translation fit for its stated purpose.
Otherwise, the Client shall be entitled to:
· Reduce the fee payable for the work done by an amount equal to the reasonable cost necessary to remedy the deficiencies, but shall have a duty to mitigation, and/or
· Cancel any further instalments of work being undertaken by the Company.
12.2. The client shall have the duty to notify the Company in writing of all alleged deficiencies within five (5) working days following the delivery of the translation and the Company shall have the right to improve the work up to a required reasonable standard within seven (7) working days of such notification.
13.1. For the period of this Contract and a following period of twelve (12) months thereafter, the Client consents that he or his associate companies or subsidiaries shall not approach and solicit the employee or the third party i.e. subcontractor for the purpose of providing Translation Work directly to the employee or the third party nor engaging them without the Company's previous written consent.
14.1. Governing law for interpretation, construction, effect and enforceability of this Contract shall be solely the laws of England and Wales and the parties agree to submit to the jurisdiction of the English courts.
15.1. In the event one or more of the above terms in whole or in part are declared invalid or unenforceable for any reason, such decision shall not affect the validity of the remaining provisions of the Terms.