This Agreement sets out the terms and conditions upon which Accentus Language Services LTD will provide Services to you.
DEFINITIONS
“Force Majeure” means any act, omission, event or circumstance, beyond the reasonable control of the party affected, including but not limited to, any act of God, fire, disaster, war, civil commotion, insurrection, embargo, prevention from or hindrance in obtaining raw materials, energy or other supplies, explosion, industrial dispute affecting a third party for which a substitute third party is not reasonably available, breakdown of plant or machinery, computer system failure, flood, severe weather conditions, riots, accident, or any act of any governmental, regulatory or other official body.
“Intellectual Property Rights” means any rights in or to any patent, copyright, database right, registered design, design right, utility model, trade mark, brand name, service mark, trade name, business name, chip topography right, know how or Confidential Information and any other rights in respect of any other industrial or intellectual property, whether capable of being registered or not and including all rights to apply for any such rights.
“Order” means an order provided by you requesting our Services.
“Original Content” means the documents, files, materials, documents and works provided by you to us for the purposes of us providing our Services.
“Quotation” means the provision of a price for the Services requested by you.
“Services” means translation, interpretation or other related services performed by us.
“Translated Content” means the material (such us but not limited to documents, files, materials and works) translated by us and produced from the Original Content in accordance with your instructions.
“You, your or Customer” means the company, firm, body or person to whom we are supplying the Services.
INTERPRETATIONS
In this Agreement, unless the context otherwise requires:
Words in the singular shall include the plural and vice versa.
References to a “party” or the “parties” means the parties to this Agreement. Such parties may be natural or legal persons, including, for example, but not limited to private individuals, associations, partnerships, or corporate entities.
Any words following the terms “including”, “include”, “in particular”, “for example” or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
OUR TERMS
1.1 These are the terms and conditions on which we supply our Services to you.
1.2 Please read these terms carefully before you submit your Order to us. These terms tell you who we are, how we will provide Services to you, how you and we may change or end the contract, what to do if there is a problem and other important information.
2.1 We are Accentus Language Services LTD (“Accentus, we, us, our”) a company registered in England and Wales. Our company registration number is 12839471 and our registered office is at 20-22 Wenlock Road, London, N1 7GU, England.
2.2 You can contact us by telephoning our customer service team at 0203 910 8797 or by writing to us at info@accentuslanguages.co.uk or by post to Accentus Language Services Ltd, 20-22 Wenlock Road, London, N1 7GU, England.
2.3 If we have to contact you, we will do so by telephone or by writing to you at the email address or postal address you provided to us in your Order.
2.4 When we use the words “writing” or “written” in these terms, this includes emails.
3.1 You appoint us to provide the Services in response to an Order on the terms contained in this Agreement.
3.2 Quotations are not binding on us. Our acceptance of your order will take place when we email you to accept it, or when we deliver the Translated Content or Services, whichever occurs first, point at which a contract will come into existence between you and us.
3.2 If we are unable to accept your Order, we will inform you via email.
3.3 Our written Quotations will remain open for placing of orders for 30 days from the date of the Quotation.
3.4 Quotations are given on the basis of your description of the source material, the purpose of the translation and any other instructions. Such Quotations may be reviewed if, in our reasonable opinion, the description of the source materials is materially inadequate or inaccurate to provide our Services to you. If during the provision of the Services the Customer requests further Services which were not originally Quoted, such Services will be Quoted separately.
4.1 Accentus shall use reasonable endeavours for delivery or performance of the Translated Content or Services. However, we will not be liable in any circumstances for the consequences of any delay in delivery or performance or failure to deliver or perform if the duration of the delay is not substantial or if the delay or failure is due to Force Majeure.
4.2 The Customer has a period of 30 days from the date of delivery of the Translated Content or Services to notify us in writing that the Translated Content or Services contain defects or errors, Accentus shall use it reasonable endeavours to remedy such defects or errors and re-deliver the Translated Content or Services. Notwithstanding the foregoing Accentus shall not be obliged to fix any errors or defects if the Translated Content or Services provided by Accentus complies with reasonable industry practice.
5.1 Our Services shall be carried out using reasonable skill and care in accordance with reasonable standards of the industry.
5.2 Accentus shall use reasonable care and skill in selecting the appropriate translators and interpreters to perform the Services or Translated Content.
5.3 We will use reasonable endeavours to provide the Services or Translated Content to meet the requirements set out in the Quotation.
5.4 Original Content and Translated Content via internet are not guaranteed to be free from risk of interception or error free. We will have no liability for such loss, corruption or interception.
5.5 No warranty, condition, undertaking or term, expressed or implied, statutory or otherwise as to the condition, quality, performance or fitness for purpose of the Services or Translated Content will be assumed by us, except as expressly provided in this Agreement. All such warranties, conditions, undertaking and terms are excluded to the extent permitted by law.
5.6 We shall not be responsible for checking the accuracy of Original Content.
5.7 Accentus liability, save in respect of death or personal injury resulting from our negligence, regarding the provision of the Services and / or the Translated Content shall be limited as follows: 1) not be liable for loss of profits, business, contracts, revenue, damage to your reputation or goodwill, anticipated savings, and or any other indirect or consequential loss or damage whatsoever; and 2) in respect of the Services and the Translated Content Accentus liability shall be limited to the price payable by you to us.
6.1 You warrant, represent and undertake that the Original Content and / or the materials submitted us for us to perform our Services or Translated Content shall not infringe the Intellectual Property Rights of any third parties.
6.2 You shall not, after termination of the Contract and for a period of 2 (two) years solicit, employ, or use the services of a translator or interpreter who has provided the Services and/or Translated Content to you on our behalf.
6.3 In case of breach of clause 6.2 you shall pay us an amount equal to the aggregate remuneration paid by us to the translator for the year immediately prior to the date on which you contracted us to provide our Services to you.
6.4 You warrant, undertake and agree with us at all times during the term of this Agreement:
6.4.1 to obtain and maintain all consents, permissions and licences necessary to enable us to perform our obligations under this Agreement; and
6.4.2 to provide us with all necessary information, documentation and materials for the provision and performance of our Services under this Agreement; and
6.4.3 to have the full rights, power, and authority to enter into this Agreement.
7.1 You shall pay us, in consideration of the provision of the Services, the fee set out in the Quotation and in accordance with this Agreement.
7.2 Prices are stated in sterling and are exclusive of any tax or duty, unless otherwise stated.
7.3 We will invoice you, together with any applicable VAT and/or other local taxes as applicable which shall be payable by you within 30 (thirty) days from the date of the invoice, unless otherwise stated on the invoice. All payments shall be made without deduction or set-off, unless otherwise agreed in writing.
7.4 We reserve the right to charge interest on overdue sums, such interest to be accruing and calculated daily on the amount outstanding at the rate of 4% (four per cent) per annum above the published base rate of HSBC Bank plc. from time to time.
7.5 Failure to pay an invoice in accordance with this Agreement or any other contract shall entitle us to suspend further work on the same order and on any other order from you without prejudice to any other right Accentus may have.
7.6 Time for payment of our fees shall be of the essence.
8 TERM AND TERMINATION
8.1 Subject to clause 8.2, this Agreement shall continue in force until the Services set out in the Quotation have been completed.
8.2 Either party may terminate this Agreement immediately by giving written notice to the other party upon the first to occur of the following events:
8.2.1 The other party commits a material breach of the terms of this Agreement and does not take steps to remedy the breach (provided it being capable of remedy) within 30 (thirty) days of notice from the party specifying the breach and stating the Agreement will terminate if the breach is not remedied; or
8.2.2 The other party compounds or makes arrangements with its creditors or goes into liquidation (voluntarily or otherwise) other than for the purpose of a bona fide reconstruction or a receiver or manager is appointed in respect of the whole or any part of its business or if any analogous event occurs.
8.2.3 A Force Majeure event which persists for 4 (four) months or more and prevents the supply of the Services.
8.3 If you have placed an Order and subsequently requests to cancel it for any reason, the full fees for the Order shall remain payable by you unless otherwise agreed in writing by the parties.
9 INTELLECTUAL PROPERTY
9.1 Translation: All Intellectual Property Rights (including but not limited to copyright) in the Original Content and the Translated Content shall vest in you (or your licensors) but, for the avoidance of doubt, you hereby grant to us and our sub-contractors a licence to store and use the Original Content and the Translated Content for the duration of the Agreement and for the purposes of providing the Services to you.
Other services: All Intellectual Property Rights (including but not limited to copyright) in Style Guides and other confidential consultancy documents provided by us belong to us, and we grant you a limited licence to store and use them for the project for which they were created, as stated in the transaction documents (quotation, invoice).
10 CUSTOMER DATA
10.1 The parties hereby agree that we shall hold on your behalf data as follows:
10.1.1 Database Translation Memory– comprising prior translations or Services rendered by us for you or that you have provide us;
10.1.2 Glossary Bank – comprising terminology approved or rejected by you that should or should not be included in your translations or Services; and
10.1.3 Source / Target Files – a copy of source and target files that we have translated or provided Services to, available to download through our online customer portal or on our File Transfer Protocol (FTP) service or similar service (Database Translation Memory, Glossary Bank, Source / Target Files and File Transfer Protocol known as “Customer Data“).
10.2 Accentus shall hold Customer Data for a minimum of two (2) years from delivery of the Services. After the 2 (two) year period we may retain or destroy such Customer Data in accordance with our own data retention policy from time to time. At any time upon your written request we shall securely dispose of Customer Data stored in our systems, unless that we are required by law to keep Customer Data.
11 CONFIDENTIALITY
11.1 Both parties understand and acknowledge that, by virtue of this contract, they may both receive or become aware of information belonging or relating to the other party, its business, business plans, affairs or activities, information which is confidential and proprietary to the other party and/or its suppliers and/or customers and in respect of which they are bound by a strict duty of confidence (“Confidential Information”). Each party to this Agreement is referred to as “the Recipient” when it receives or uses the Confidential Information disclosed by the other party. Each party to this Agreement is referred to as “the Disclosing Party” when discloses information to the Recipient.
11.2 In consideration of such Confidential Information being disclosed or otherwise made available to either party for the purposes of the performance of this contract, both parties hereby undertake that they will not at any time, either before or after the termination of this contract, and either directly or indirectly, disclose, divulge or make unauthorized use of any Confidential Information, except to the extent to which such Confidential Information:
11.2.1 Is publicly known at the time of its disclosure or being made available to them;
11.2.2 After such disclosure or being made available to them, becomes publicly known otherwise than through a breach of this provision;
11.2.3 Is required by law, regulation or order of a competent authority (including any regulatory or governmental body or securities exchange) to be disclosed by one of the Parties, provided that, where practicable, the other party is given reasonable advance notice of the intended disclosure.
11.3 Upon the earlier of a request from the other party or the termination of this contract, each party shall return to the other or destroy all documents or records in any medium or format containing any Confidential Information that are in its possession or control and will not retain any copies of them.
11.4 The provisions of this clause 11 will continue without limit of time, notwithstanding the termination of this contract for any reason.
12 DISPUTE RESOLUTION REGARDING QUALITY OF THE TRANSLATION
12.1 In case of a dispute between the parties with respect to the quality of the translation or other similar services under this Agreement, such dispute shall be referred to either the Chairman or General Secretary for the time being of the Institute of Translation and Interpreting (“ITI”).
12.2 The Chairman or General Secretary for the time being of the ITI shall be appointed to act as an expert and the decision of that person shall be binding and final.
12.3 The parties shall borne the cost of such expert equally, unless such expert directs otherwise.
Suitability for a purpose: We do not guarantee that any Style Guide or consultancy document are suitable for an intended purpose because we are not involved in the implementation of such instructions. Our responsibility ceases upon delivery of such advice, based on the requirements and source materials disclosed by the client at the time of the request.
13 SUB-CONTRACTORS
13.1 We may supply our services through sub-contractors and no prior consent from you shall be required to use sub-contractors.
14 GENERAL
14.1 This Agreement constitutes the entire agreement and supersedes any previous agreements, prior representations, arrangements and understandings between the parties relating to this Agreement.
14.2 Each party acknowledges that it has entered into this Agreement in reliance only upon the representations, warranties and promises specifically contained expressly in this Agreement.
14.3 Each party shall have no liability in respect of any other representation, warranty or promise made prior to the date of this Agreement unless if it was made fraudulently.
14.4 This Agreement may only be amended in writing and signed by an authorised officer or other representative of each of the parties.
14.5 Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
14.6 Nothing in this Agreement shall constitute or be deemed to constitute a partnership, agency or joint venture between the parties or constitute or be deemed to constitute either party the agent of the other for any purpose whatsoever and neither party shall have any authority or power to bind the other or to contract in the name of or create a liability against the other.
14.7 Nothing in this Agreement shall render any member of the staff or sub-contractor an employee, agent or partner of the Customer.
14.8 No failure or delay in exercising any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it or any single or partial exercise of any right or remedy preclude or restrict any further exercise of that or any other right or remedy.
14.9 This Agreement is made for the benefit of the parties to it and is not intended to benefit, or be enforceable by, anyone else, as per Contract (Rights of Third Parties) Act 1999. The parties may terminate, rescind or vary this Agreement without the consent of any person who is not a party to this Agreement.
14.10 These terms and conditions shall:
14.10.1 Apply to and be incorporated into this Agreement; and
14.10.2 Apply to and be incorporated in any Quotation and Order; and
14.10.3 Prevail over the Customer’s standard terms and conditions or any terms or conditions contained in, referred to, attached to or enclosed with any Customer provided documentation or otherwise including but not limited to in the Customer’s purchase order, confirmation of order, Order, acceptance of a quotation or specification, or implied by law, trade custom, practice or course of dealing which shall have no effect and this Agreement negates the same.
14.10.4 Apply to all Services provided to you unless otherwise agreed between the parties in writing.
14.11 You agree that we may disclose for marketing purposes the fact that you are a client of Accentus. You agree that we may use the Customer’s name and logo to the extent necessary for the purpose of the provision of the services and for marketing purposes even after the termination of this Agreement.
14.12 You shall not, assign or otherwise transfer any part of this Agreement without our prior written consent. We may assign, or otherwise transfer any part of this Agreement without your prior consent.
14.13 This Agreement shall be binding upon any successors in title of the parties.
14.14 This Agreement shall be governed by and construed in accordance with English law and each party agrees to submit to the exclusive jurisdiction of the courts of England and Wales.
14.15 We will only use your personal information as set out in our Data Privacy Policy.
