Terms and Conditions of Business
By using our website, and agreeing to purchase a service from us, you accept that you have read and understood and agree to comply with these terms and conditions.
1.1.
“the Client” shall mean the person or entity that executes the contract, or the person or entity on whose behalf this contract is executed.
1.2.
“the Company” means Language Matters (UK) Limited, a company registered in England and Wales under company number 04266932.
1.3.
“Course Materials” means the materials sourced by the Company on behalf of the Client as agreed in the quotation and stated on the invoice.
1.4.
“the Deliverables” shall mean the documents, files, materials, data or other such work translated by the Company and the Translator as part of the Translation Services.
1.5.
“Delegate” means any employee or other permitted delegate from the Client attending the Training Course.
1.6.
“the Interpreter” shall mean any person appointed by the Company to deliver interpreting services.
1.7.
“Intellectual Property Rights” means patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
1.8.
“the Services” shall mean any of the translation, interpretation, transcription or training services requested by the Client and provided by the Company as set out in the email quotation.
1.9.
“the Source Materials” means the materials to be translated or interpreted as provided by the Client.
1.10.
“the Trainer” shall mean any person appointed by the Company to deliver training services.
1.11.
“the Translator” shall mean any person appointed by the Company to deliver translation services.
1.12.
No terms or conditions other than those set out herein, or any variation thereof, shall be binding on the Company unless otherwise specifically agreed in writing by a director of the Company.
1.13.
These terms and conditions shall be incorporated into every contract for Services, unless otherwise agreed by the Company.
1.14.
Each order, when accepted, shall incorporate these terms and conditions and shall constitute a separate contract.
2.1.
No quotation shall be considered binding on the Company until the Company receives all Source Material and has confirmed the quotation in writing to the Client. The quotation is provided on the basis of the Client’s description of the task, any quotation may be subject to amendment by agreement between the parties if, in the Company’s opinion on having seen or heard all the Source Material, the description given is inadequate or inaccurate.
2.2.
Information provided on the Company website or in any Company literature is a general description only and shall not constitute part of the contract with the Client.
2.3.
The Company reserves the right to sub-contract all or part of the Services to a contractor of its choice.
2.4.
The Company may charge additional fees in specific instances, including but not limited to situations where there is complicated layout or format of the Source Materials, poor legible copies or audible sound and for documents containing complex terminology. The nature of any additional charges will be agreed in advance.
3.1.
Responsibilities
3.1.i.
The Company shall use reasonable endeavours to select an adequately and suitably qualified interpreter/translator to provide the Services.
3.1.ii.
The Company will use its best judgment in the selection of language terms in relation to the context of the Source Materials. Any changes to the language terms requested by the Client may be subject to additional fees.
3.1.iii
The Client acknowledges that the quality of the Deliverables will depend on the quality of the Source Material provided, any errors or typographical mistakes contained within the Source Material may be reflected in the Deliverables, although the Company will use its best judgement to correct any errors at its sole discretion.
3.1.iv
With regards to the translation and officialisation of documents (certification, affidavit, notarisation, apostilling, etc.) it is the express responsibility of the Client to ascertain with the relevant authority what level of officialisation is appropriate for the use to which the translation will be put.
3.1.v
In the event that specific knowledge of sector-specific terminology is required for the proper translation of the Source Materials, the Client must provide the Company with specific instructions and/or any relevant terminology as may be necessary for the proper translation of the Source Material in order to aid translation.
3.2.
Delivery
3.2.i.
The Company will use reasonable endeavours to deliver all Deliverables to the Client within the timescales agreed between the Company and the Client. Time of delivery shall not be of the essence. The Company accepts no liability for delayed delivery or any consequences of such delay.
3.2.ii.
Any cost of delivery shall be included in the quotation and invoiced to the Client.
3.2.iii.
The Client agrees to provide the Source Material within the agreed timescales to enable the Company to provide the Services. Any delay by the Client in providing the Source Materials which delays delivery of the Deliverables shall not be considered a breach by the Company and the parties shall renegotiate a new delivery date.
3.3.
Intellectual Property
3.3.i.
All ownership, rights and title to any Source Material and to the Deliverables provided by the Company in the provision of the Services shall vest in the Client.
3.3.ii.
The Client agrees to grant a royalty-free, non-exclusive, non-transferable licence to the Company to allow the Company to reference the Client business and name on its advertising or promotional material or campaigns on its website, social media or other marketing literature.
3.3.iii.
All Source Material received by the Company shall be treated as confidential.
4.1.
If the Client is unexpectedly absent then the Interpreter shall wait at the venue until 1 hour after the agreed start time. When the Client has failed to attend an event then the Company shall charge the full fee for the expected number of hours plus expenses.
4.2.
The Company shall not charge the fee if the Interpreter is unable to attend an event due to unforeseen circumstances: the Company will endeavour to arrange a substitute Interpreter and notify the relevant parties as soon as possible, however no liability is accepted by the Company for failing to do so.
4.3.
The Company shall charge the full fee if the Interpreter is unavoidably late but is still required to perform their tasks.
4.4.
Whilst the Company shall make every effort to provide Services at the agreed time they shall not be responsible for delays in completion caused by events beyond the Company’s control.
4.5.
The Client’s authorised representative will sign the time sheet provided by Interpreter on which the accurate duration of the Services is stated. Time sheets must only be completed and signed once the interpreting services have been provided.
5.1.
Responsibilities
5.1.i.
In respect of the training services, the Client acknowledges and agrees to:
5.1.i.1.
provide a detailed description of the training required, complete the training needs analysis and, if required, complete the diagnostic test provided by the Company, prior to commencement of Services;
5.1.i.2.
provide details of training location;
5.1.i.3.
provide the Trainer with access to the Client’s facilities and ensure that all such facilities are compliant with all Health and Safety legislation;
5.1.i.4.
provide the Trainer with copies of any Client materials that may be necessary to deliver the Services.
5.1.i.5.
keep the Company notified of all changes to class size, training conditions, training requirements and frequency of sessions.
5.2.
A supplementary travel charge may be applied to cover travel expenses incurred by the trainer. Any travel expenses will be listed in the quotation and agreed by the Client;
5.3.
Cancellation or rescheduling
5.3.i.
Any training time that is lost due to late arrival of the Trainer for whatever reason, may be made up at the end of the training session or rescheduled at the Company’s discretion.
5.3.ii.
Any training time that is lost due to late arrival of the Client or the Delegates for whatever reason, shall only be made up at the Company’s discretion. The Company shall not be liable for any time lost due to late arrival of the Client or the Delegates.
5.3.iii.
The Company reserves the right to cancel a training session at any time for any reason due to unforeseen circumstances outside its control, without incurring any additional liability to the Client. In such circumstances the Company shall offer, at its sole discretion, either an alternative mode of delivery, alternative dates, a full refund or a credit note.
5.3.iii.1.
The following cancellation provisions shall apply to cancellation of an intensive language course by the Client:
a.
cancellation less than 7 days before the agreed start date, the full fee shall be charged;
b.
cancellation between 8 and 14 days before the agreed start date, 75% of the fee shall be charged;
c.
cancellation between 15 and 21 days before the agreed start date, 50% of the fee shall be charged.
d.
The Company will not charge a fee for any cancellation of an intensive language course that is cancelled more than 22 days before the agreed start date.
5.3.iii.2.
Cancellation of an on-going language training session less than 24 hours before the proposed start date shall incur the full fee. The Client shall be entitled to cancel an individual session upon at least 24 hours’ notice, unless otherwise agreed by the Company.
6.1.
All fees shall be invoiced in either Sterling, Euros or US Dollars as agreed with the Client. VAT shall be charged on any sale to UK companies.
6.2.
Prices included in any quotation shall be fixed unless otherwise stated.
6.3.
The Company reserves the right to amend fees upon receipt and evaluation of the Source Materials, or upon detailed instructions from the Client relating to the Services. Any amendment shall be agreed in writing between the Company and the Client.
6.4.
The Company shall submit invoices on a monthly basis or upon completion of Services, as agreed between the parties. Payment is due within 30 days from the date of the invoice.
6.5.
Late payments will be subject to interest applied at 8% per annum of the Bank of England’s base rate and the Client will be liable for all debt recovery costs incurred by the Company. Time taken to recover costs shall be charged at a rate of £30 per hour plus VAT.
7.1.
The Client warrants and represents that:
7.1.i.
All materials provided by it, including but not limited to the Source Material, shall not contain anything of an obscene, untrue, blasphemous or libellous nature and shall not, whether directly or indirectly, infringe any Intellectual Property Rights of any third parties;
7.1.ii.
it has all relevant rights and licences to use all materials, including the Source Material, provided by the Client, and shall procure that the Company has any rights necessary to use the Source Material in the provision of Services; and
7.1.iii.
the Source Material provided by it shall be accurate and true.
8.1.
The Client shall indemnify the Company, and the Trainer, Interpreter or Translator, against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by the Company arising out of or in connection with:
a.
any breach of the warranties contained within these conditions;
b.
the Client’s breach or negligent performance or non-performance of these terms and conditions;
c.
the enforcement of these terms and conditions;
d.
any claim made against the Company for actual or alleged infringement of a third party’s Intellectual Property Rights arising out of or in connection with the use of Source Materials;
e.
any claim made against the Company by a third party arising out of or in connection with the provision of the Services, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of this agreement by the Client, its employees, agents or subcontractors.
9.1.
The Company does not warrant or make any representations that the Deliverables or Course Materials will meet your specific requirements and we do not warrant that the Deliverables or Course Materials will be uninterrupted or error free.
9.2.
All representations, warranties and/or terms not expressly set out in these Conditions (whether implied by law, conduct or otherwise) shall be excluded to the maximum extent permitted by law.
9.3.
Nothing in these terms and conditions shall exclude or limit either party’s liability for death or personal injury caused by its negligence, fraud or any other liability that cannot be excluded under applicable law.
9.4.
Subject to clause 9.3, the Client acknowledges that the Company shall not be liable to the Client or any Delegate by reason whatsoever for any loss of profit or any direct, indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the negligence of the Company, its employees, representatives, agents or otherwise) which arise out of or in connection with the provision of Services.
9.5.
Subject to 9.3 and 9.4 above, the total liability of the Company in connection with the provision of Services, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed £5,000.
10.1.
Either party will have the right to terminate the contract by giving at least 30 days’ written notice to the other party.
10.2.
On termination of the agreement the Client shall immediately pay to the Company all of the Company’s outstanding unpaid invoices and interest (if applicable).
10.3.
The accrued rights and liabilities of the parties as at termination and the continuation of any provision expressly stated to survive or implicitly surviving termination shall not be affected.
11.1.
Each party shall ensure that in the performance of its obligations under these terms and conditions it will at all times comply with the relevant provisions of the Data Protection Act 2018.
11.2.
The Client agrees that it has all necessary notices and consents in place to enable lawful transfer to the Company.
11.3.
The Company acknowledges that if it is required to process any data in the course of providing the Services, we shall do so only on Client instructions and in accordance with all data protection legislation.
12.1.
Both parties shall keep in strict confidence all proprietary information, including but not limited to technical or commercial know-how, specifications, inventions, processes or initiatives and any other information which is of a confidential nature and has been disclosed by one party to the other party, or to that party’s employees, agents, consultants or subcontractors and any other confidential information concerning that party’s business or products which the other party may obtain during the development and/or delivery of the Services (the “Confidential Information”).
12.2.
Neither party shall use or exploit any Confidential Information in any way, except for as is necessary in the provision of Services.
12.3.
If the parties have entered into a confidentiality agreement, the parties agree that the terms within this clause 12.1.3 shall supersede any confidentiality agreement on the commencement of the contract.
13.1.
If any provision of these terms or conditions is or becomes invalid or unenforceable it will be severed from the rest of the terms and conditions so that it is ineffective to the extent that it is invalid and unenforceable and no other provisions of the terms and conditions shall be rendered invalid, unenforceable or be otherwise affected.
13.2.
No variation to these conditions shall be valid or enforceable unless agreed in writing by the Company.
13.3.
The Client may not assign, sub-licence or otherwise transfer any of its rights under these terms and conditions.
13.4.
Any complaints made by the Client must be received in writing by the Company within 14 days of provision of the Services.
13.5.
Unless otherwise agreed between the parties the Client shall not either directly or indirectly, on their own account or for any other person, firm or company, solicit, employ, endeavour to entice any Trainer, Interpreter or Translator engage by the Company or use the Services of any Trainer, Interpreter or Translator who have previously provided Services on behalf of the Company.
13.6.
Neither party shall be in breach of this agreement nor liable for delay in performing, or failure to perform, any of its obligations under the contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.
13.7.
The parties do not intend that any term of the agreement shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999.
13.8.
Nothing in these terms and conditions or the contract is intended to or shall operate to create a partnership or joint venture between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
13.9.
No failure or delay by a party to exercise 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 prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
13.10.
These conditions shall be interpreted in accordance with English law in force and the Company and the Client irrevocably submit to the exclusive jurisdiction of the English Courts.