Terms & Conditions
This Agreement sets out the terms and conditions upon which TVG Translegal Limited will provide translation and/ or interpreting services to the Clients and Clients will accept and pay TVG Translegal Limited for the translation and/ or interpreting services provided.
IT IS AGREED AS FOLLOWS:
1. Definitions and Interpretation
1.1 Definitions
In this Agreement, unless the context otherwise requires, the following expressions shall be given the following meanings:
‘Agreement’ means these standard terms of business.
‘Assignment’ represents the period during which a Translator performs services or carries out work for or on behalf of the Client or as otherwise agreed between the Client and the Translator, commencing at the time the Translator first starts such work and services and ending upon the completion of work or services and/ or cessation by the Translator of all such work and/ or services.
’Charges’ means the charges payable by the Client to the Translator for the provision of the Translation as set out in Quotation and in formal Invoice.
‘Client’ means the Party commissioning a Translation and whose name and details shall appear on the Quotation and formal Invoice and to whom Translator is to provide the Translation under this Agreement.
‘Confidential Material’ means any sensitive or private information with regards to the Client or their business as prescribed by the legislation and/ or clearly indicated by the Client.
‘Estimate’ means a rough and approximate non-binding estimation of Charges provided by the Translator to the Client for information purposes.
’Quotation’ means the provision of a price breakdown for the Translation requested by the Client and which specifies the Charges. The Translator submits the Quotation via email or otherwise (upon prior agreement with the Client) for acceptance by the Client.
‘Source Material’ means any text or other medium provided by the Client to the Translator and which contains a material which has to be translated, and may comprise of text, sound and/ or images.
’Staff’ means the natural persons who provide the work and services on behalf of TVG Translegal Limited, who may be employees of TVG Translegal Limited, its sub-contractors, self-employed or supplied by a sub-contractor.
‘Translator’ means TVG Translegal Limited or the linguists used by TVG Translegal Limited in provision to the Client of the Translation or services under this Agreement.
‘Translation Task’ means the preparation of a Translation or any other translation-related task such as revising, editing, etc., which calls upon the translation skills of a Translator, but not copywriting or adaptation.
‘Translation’ means work commissioned by the Client and services produced by the Translator.
‘Third Party’ means any party who is not a party to this Agreement.
1.2 Interpretation
In this Agreement, unless the context otherwise requires:
Words in the singular shall include the plural and vice versa.
No part of any numbered clause shall be read separately from any other part.
Clause headings are provided for convenience of reading only and shall be ignored for the purposes of ascertaining meaning.
A reference to a statute or statutory provision is a reference to a statute or statutory provision, its amended, extended or re-enacted version. References to a “Party” or the “Parties” mean the parties to this Agreement. Such Parties may be natural or legal persons, including, for example, private individuals, associations, partnerships, economic interest groupings 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.
Unless otherwise stated, any reference in this Agreement to a clause is a reference to the clause of this Agreement.
Any references to "days" in this Agreement shall be construed as a reference to the calendar days, unless otherwise stated.
2. Translator's obligations and warranties
2.1 The Translator undertakes and agrees with the Client that it shall at all times during the continuance of this Agreement, perform or procure the performance of the Translation in accordance with Good Industry Practice.
2.2 The Translator shall use all reasonable care and skill in selecting the appropriate and qualified resource to perform the Translation in accordance with the terms of this Agreement.
2.3 The Translator will use reasonable endeavours to provide the Translation to meet the requirements of the Client set out in the Quotation. Subject to Clause 12 below, the Client acknowledges that any Source Material, Translations and/ or related correspondence submitted by either Party over the internet cannot be guaranteed to be free from the risk of interception or error free even if transmitted in encrypted form and that the Translator has no liability for such loss, corruption or interception of any Source Material, Translations and/ or related correspondence.
2.4 Except as expressly provided in this Agreement, no warranty, condition, undertaking or term, expressed or implied, statutory or otherwise as to the condition, quality, performance or fitness for purpose of providing the Translation will be assumed by the Translator and except as expressly provided in this Agreement, all such warranties, conditions, undertaking and terms are excluded to the extent permitted by law.
2.5 The Translator shall not be responsible for checking the accuracy of the Source Material.
2.6 The Translator is not obliged to retain the Source Material and Translations in any format (including electronic format and hard copy versions of the Source Material and Translations) for the purposes of returning the same to the Client on or after cancellation or frustration of this Agreement. Although, upon reasonable request from the Client at any point during the continuance of this Agreement and subject to further agreement between the Parties, the Translator may agree to retain the Source Material and Translations in any electronic format for the period of 12 (twelve) months from receipt of the Source Material.
3. Client's obligations and warranties
3.1 The Client warrants, undertakes and agrees with the Translator that it shall at all times during the continuance of this Agreement:
1) obtain and maintain all consents, permissions and licences necessary to enable the Translator to perform its obligations under this Agreement; and
2) provide sufficient information and materials to the Translator as reasonably requested by the Translator in the provision of the Translation and performance of its obligations under this Agreement; and
3) comply with the terms of any software licence agreement in place from time to time between the Parties; and
4) have all requisite corporate power and authority to enter into this Agreement.
3.2 Unless otherwise agreed, the Client appoints the Translator as a sole supplier of the Translation to the Client. The Client, therefore, undertakes that it will not appoint any person other than the Translator to provide the Translation of the requested Source Material. In case the Client appoints the other person to provide the translation without cancellation of the Translation Task as required by this Agreement, the Translator is entitled to be reimbursed for the Translation following issuing the invoice and in accordance with Clauses 4 & 5 below.
3.3 In the event the Client requires the Translator to provide the Translation on the Client's premises, or any other premises designated by the Client, the Client shall:
1) assign members of staff with suitable skill and experience to be responsible for accommodation of the Translator's activities;
2) provide access to premises, systems and other facilities which may be reasonably required by the Translator;
3) provide such information as may be required by the Translator to carry out the works and services and ensure all such information is correct and accurate;
4) ensure that all necessary safety and security precautions are in place at the Client’s premises.
3.4 The Translator shall be entitled to charge the Client for any additional costs and expenses which the Translator may incur as a result of any hazardous conditions or material encountered at the Client premises.
3.5 The Translator shall be entitled and may charge the Client in accordance with Clause 4 below for any additional costs and expenses for Translation Tasks performed extraordinary, i.e. beyond standard working conditions.
3.6 The Translator shall not be obliged to continue to perform the Translation where the Client breaches any of the warranties given by the Client in this clause 3, or where the Translator considers there is a safety hazard or such performance would represent a breach of law.
3.7 If the Client fails to acknowledge its acceptance of the Translation in writing within five (5) days of the Translator providing the Translation, the said failure shall be deemed as an acceptance of such Translation. For the avoidance of doubt, the Client shall notify the Translator in writing of any complaint, errors and/ or request amendments with respect to the Translation within fourteen (14) days of receipt of the same. Requests for amendments after fourteen (14) days of receipt by the Client of the Translations or Services may incur additional charges.
4. Fees: (binding) Quotations and (non-binding) Estimates
4.1 In the absence of any specific agreement, the fee to be charged shall be determined by the Translator on the basis of the Source Material, as provided by the Client, the purpose of the Translation and any additional instructions given by the Client.
4.2 In case when the Translator cannot determine the fee to be charged to the Client on the basis of the Source Material, as provided by the Client, the fee will be charged on the basis of Translation produced by the Translator, upon prior communication about this to the Client.
4.3 Quotations that are given by the Translator are not fixed and binding on the Translator until the Translator has seen or heard all the Source Material, sufficient for the Translator to provide a formal Invoice, and has received clear and complete instructions in writing from the Client; or when the Translator delivers the Translation to the Client.
4.4 Where VAT is chargeable it will be charged in addition to the quoted fee.
4.5 Any fee quoted, estimated or agreed by the Translator on the basis of the Client’s description of the Translation Task may be subject to amendment by agreement between the Parties if, in the Translator’s opinion on having seen or heard the Source Material, that description was materially inadequate or inaccurate.
4.6 Any fee agreed for a Translation which is found to present latent special difficulties of which neither Party could be reasonably aware at the time of offer and acceptance shall be renegotiated, always provided that the circumstances are made known to the other Party as soon as reasonably practical after they become apparent.
4.7 An Estimate, irrespective of how it is referred to in the correspondence between the Parties, shall not be considered contractually binding, but given for guidance or information only.
4.8 Subject to clause 4.3 above, a binding Quotation once given after the Translator has seen or heard all the Source Material, sufficient for the Translator to provide the Quotation, shall remain valid for a period of thirty (30) days from the date on which it was given, after which time it may be subject to revision.
4.9 Costs of delivery of the Translation are borne by the Client, unless the delivery is provided electronically, via e-mail. Where delivery requested by the Client involves additional expenditure associated with delivery (for example, courier and/ or recorded or special delivery), such an additional cost will be charged to the Client. If the additional cost is incurred as a result of inadequate/ unnecessary action or inaction by the Translator, it shall not be borne by the Client, unless otherwise agreed.
4.10 Other supplementary charges may apply, unless otherwise agreed between the Parties, for example those arising from:
discontinuous text, complicated layout or other forms of layout or presentation requiring additional time or resources, and/ or
poorly legible copy or poorly audible sound media, and/ or
terminological research, and/ or
certification, and/ or
notarisation, and/ or
priority work or work outside normal office hours, weekend work in order to meet the Client’s deadline or other requirements, may also be charged.
The nature of such charges shall be agreed in advance.
4.11 If any changes are made in the text or the Client’s requirements at any time while the Translation Task is in progress, the Translator’s fee, any applicable supplementary charges and the terms of delivery shall be adjusted in respect of the additional work.
5. Payment
5.1 In consideration of the provision of the Translation, the Client shall make a payment to the Translator in accordance with this Agreement.
5.2 The Translator will invoice the Client for the fees, together with VAT if applicable and/ or other incurred disbursements and applicable charges (if any).
5.3 Payment in full to the Translator shall be effected no later than thirty (30) days from the date of invoice by the method of payment specified therein.
5.4 For long Assignments or texts and/ or Translation Tasks that require considerable financial and/ or non-financial input from the Translator, the Translator may request an initial payment and periodic partial payments on terms to be agreed.
5.5 Settlement of any invoice, part-invoice or other payment shall be made by the due date agreed between the Parties or in the absence of such agreement within the period stipulated in Clause 5.3 above.
5.6 Where delivery is in instalments and notice has been given that an interim payment is overdue, the Translator shall have the right to stop working on the Translation Task at hand until the outstanding payment is made or other terms agreed.
5.7 Any payment that is not made before the due date shall bear interest at the rate of five per cent (5%) above the base rate of Bank of England on the date when such payment fell due and calculated on a daily basis starting from the date following the date when such payment fell due until the date of payment.
5.8 This action shall be without prejudice to any sums due and without any liability whatsoever to the Client or any Third Party.
5.9 In the event that the Client fails to make a payment for any undisputed amounts when due, the Translator may suspend further work both on the same Assignment and/ or Translation Task, and on any other Assignments/ Translation Tasks from the Client, without prejudice to any other right of Translator may have until full payment for the outstanding amount is received.
5.10 Disputed Invoices:
1) If the Client disputes, in good faith, any items on an invoice in whole or in part, the Client shall notify the Translator of the reasons within fourteen (14) days from the date of invoice.
2) The Translator and the Client shall use their respective reasonable endeavours to resolve any such dispute in accordance with Clause 14.
3) On settlement of the dispute and dependent upon the outcome, the Translator shall either submit an invoice for sums due (subject to settlement reached between the Parties) and the Client shall make the appropriate payment no later than fourteen (14) days from the date of re-issued invoice or, in circumstances when the Client has already made payment, the Translator shall issue a credit note to Client for the sums disputed as agreed at settlement.
5.11 Any payments made by or due from the Client under this Agreement shall be free and clear of all taxation whatsoever save only for any deductions or withholdings required by law.
5.12 If any deductions or withholdings are required by law, the Client shall be liable under this Clause 5.12 to pay to the Translator such further sums as will ensure that the aggregate of the sums paid or payable under this Clause 5.12 and Clause 5 shall, after deducting therefrom all deductions or withholdings from such sums, leave the Translator with the same amount as it would have been entitled to receive under Clause 5 in the absence of any such deductions or withholdings.
5.13 The Parties shall use commercially reasonable efforts to do all such acts and to sign all such documents as will enable them to minimise the amount of any such withholding tax obligation. In the event there is no applicable double taxation agreement or treaty, or if an applicable double taxation agreement or treaty reduces but does not eliminate such withholding or similar tax, the Client shall deduct any withholding taxes from payment and pay such withholding or similar tax to the appropriate government authority, deduct the amount paid from the amount due to the Translator and secure and send to the Translator proper evidence of payment of all withholding tax and other certificates that might be required and sufficient to allow the Translator to document such tax withholdings adequately for purposes of claiming foreign tax credits and similar benefits.
5.14 Unless agreed in writing to the contrary, the Parties agree that charges shall be in pounds sterling. Where it is agreed between the Parties that the payment is in any other currency including but not limited to Euros or US Dollars, the Translator, based on currency exchange converter on the day of issue of either binding Quotation or a formal Invoice, sets out its breakdown in pounds sterling and a sum, in any other agreed currency, payable by the Client.
6. Delivery
6.1 Subject to the Clause 4.11 above, any delivery date or dates agreed between the Parties shall become binding only after the Translator has seen or heard all of the Source Material to be translated, sufficient for the Translator to complete the Translation, and has received complete instructions in writing from the Client.
6.2 The date of delivery shall not be of the essence unless specifically agreed in writing.
6.3 Unless otherwise agreed and subject to Clause 4.9 above, the Translator shall dispatch the Translation in such a way that the Client can reasonably expect to receive it not later than the normal close of business at the Client’s premises on the date of delivery.
7. Copyright in Source Material, and Translation Rights
7.1 The Translator accepts a Translation Task from the Client on the understanding that performance of the Translation Task will not infringe any Third Party rights. Accordingly the Client warrants to the Translator that:
1) the Client has full right and authority to enter into this Agreement, having acquired the right and licence to translate and publish the Source Material; and
2) the Source Material does not infringe the copyright or any other right of any Third Party;
7.2 The Client shall indemnify the Translator against any loss, injury or damage (including legal costs and expenses and compensation paid by the Translator to compromise or settle any claim) which the Translator suffers as a consequence of any breach or alleged breach of any of the above warranties or as a consequence of any claim that the Source Material contains anything objectionable, libellous, blasphemous or obscene or which constitutes an infringement of copyright or of any other rights of any Third Party.
8. Copyright in Translations
8.1 In the absence of a specific written agreement to the contrary, the intellectual property rights in the Translation remains the property of the Translator.
8.2 The Translator may use and sell, or resell any non-confidential Translation or any part or record thereof not covered by the intellectual property rights, the Official Secrets Act, legal professional privilege or public interest immunity and any other written agreement between the Parties.
8.3 Subject to Clause 8.2, neither the Client nor the Translator shall have the right of use, other than for the purposes of this Agreement, whether directly or indirectly, of any pre-existing intellectual property provided by the other Party and the intellectual property rights and title in such shall remain with the Party providing such pre-existing intellectual property.
8.4 The Client hereby grants a perpetual royalty free, irrevocable licence to the Translator to store and use the Sources Material and the Translation and the intellectual property rights and all know-how developed in the same.
8.5 Where the intellectual property rights are assigned or licensed (formally in writing as required by section 90(3) of the Copyright, Designs and Patents Act 1988 (the “1988 Act”), to take valid effect in law, or informally without writing but taking valid effect in equity outside the 1988 Act) this shall be effective only on payment of the agreed fee in full.
8.6 The intellectual property rights in any completed or residual part of a Translation shall remain the property of the Translator, and the conditions applicable to assignment of the intellectual property rights and the grant of a licence to publish such Translation shall be as specified in Clause 6.
8.7 Where the Translator retains the intellectual property rights, unless otherwise agreed in writing, any published text of the Translation shall carry the following statement: "© (English or other) text (Translator’s name) (Year date)" as appropriate to the particular case.
8.8 Where the Translator assigns the intellectual property rights of the Translation and the Translation is subsequently printed for distribution, the Client shall acknowledge the Translator’s work in the same weight and style of type as used for acknowledgement of the printer and/ or others involved in production of the finished document, by the following statement: "(English or other) Translation by (Translator’s name)", as appropriate to the particular case.
8.9 Where a Translation is to be incorporated into a translation memory system or any other corpus, the Translator shall license use of the Translation for this purpose for an agreed fee.
8.10 Such incorporation and use shall only take place after the licence for the purpose has been granted by the Translator in writing and the agreed fee has been paid in full.
8.11 It shall be the duty of the Client to notify the Translator that such use will be made of the Translation.
8.12 All Translations are subject to the Translator’s right of integrity.
8.13 If a Translation is in any way amended or altered without the written permission of the Translator, he/ she shall not be in any way liable for amendments made or their consequences.
8.14 If the Translator retains the copyright in a Translation, or if a Translation is to be used for legal purposes, no amendment or alteration may be made to a Translation without the Translator’s written permission. The right of integrity may be specifically waived in advance by the Translator in writing.
9. Confidentiality and Safe-keeping of the Client’s Documents
9.1 No documents for Translation shall be deemed to be confidential unless this is expressly stated by the Client.
9.2 However the Translator shall at all times exercise due discretion in respect of disclosure to any Third Party of any information contained in the Client’s Source Material or Translations thereof.
9.3 Notwithstanding Clause 9.2, the Parties agree that a Third Party may be consulted over specific translation terminology queries in relation to the Source Material.
9.4 The Translator shall only use the Confidential Material solely for the purposes of performing its obligations in accordance with the terms of this Agreement.
9.5 The Translator shall be responsible for the safe-keeping of the Client’s Source Material and copies of the Translations, and shall, where necessary, ensure their secure disposal.
9.6 The Translator will exercise in relation to the Confidential Material no lesser security measures and degree of care than those which the Translator applies to its own confidential information and in any event will exercise a reasonable and appropriate degree of care and protection.
9.7 If requested to do so by the Client, the Translator shall insure documents in transit from the Translator, at the Client’s expense.
9.8 The provisions of this Clause 7 above shall not apply to any Confidential Material:
1) to the extent that it is or comes into the public domain otherwise than as a result of a breach of this Agreement by the Translator;
2) which the Translator can show was in its possession prior to receiving it from the Client and which it had not previously obtained from the Client or a Third Party on its behalf under an obligation of confidence; or
3) has been independently developed by the Translator without access to the Confidential Material; or
4) which after being disclosed to the Translator, is disclosed to Third Party again by a Third Party at liberty to disclose it to Third Party;
5) which is required to be disclosed by law or any regulatory authority, provided that the party that is required to disclose the Confidential Material, where practicable and legitimate to do so:
a. promptly notifies the Client of any such requirement; and
b. co-operates with the Client regarding the manner, scope or timing of such disclosure or any action that the owner may take to challenge the validity of such requirement.
9.9 In case of termination, cancellation or frustration of this Agreement, the Translator shall return to the Client its Confidential Material upon its request; and the Client returns to the Translator its confidential information upon Translator's request. If such request is not made by the Party within fourteen (14) days from the date of termination, cancellation or frustration of this Agreement, the Confidential Material may not be returned, upon written confirmation from the Party that the Confidential Material was destroyed, and no copy of that Confidential Material is kept any longer.
10. Cancellation and Frustration
10.1 If a Translation Task is commissioned and subsequently cancelled, reduced in scope or frustrated by an act or omission on the part of the Client or any Third Party, the Client shall make a payment, subject to the Clauses 10.4 & 11 below, to the Translator the full fee in line with Clause 5 above, unless otherwise agreed in advance.
10.2 The work completed shall be made available to the Client.
10.3 If a Client goes into liquidation (other than voluntary liquidation for the purposes of reconstruction), or has a receiver appointed or becomes insolvent, bankrupt or enters into any arrangement with creditors, the Translator shall have the right to terminate a contract.
10.4 Neither the Translator nor the Client shall be liable to the other or any Third Party for consequences which are the result of circumstances wholly beyond the control of either Party (see clause 11 below).
10.5 The Translator shall notify the Client as soon as is reasonably practical of any circumstances likely to prejudice the Translator’s ability to comply with the terms of the Client’s order, and assist the Client as far as reasonably practical to identify an alternative solution.
10.6 Termination of this Agreement does not affect either Party’s accrued rights, remedies and obligations at the date of termination and the continuation of any provision expressly stated to survive or implicitly surviving termination or expiry shall not be affected. For the avoidance of doubt, termination or expiry of this Agreement will not relieve the Client of its obligation to pay the Charges as set out in Clause 5 of this Agreement in respect of any Services supplied by Translator to the Client prior to the date of termination or expiry.
11. Force Majeure
11.1 Neither Party shall in any circumstances be liable to the other for any loss of any kind whatsoever including but not limited to any damages or abatement of charges whether directly or indirectly caused to or incurred by the other party by reason of any failure or delay in the performance of its obligations hereunder which is due to Force Majeure. Notwithstanding the foregoing, each party shall use all reasonable endeavours to continue to perform, or resume performance of, such obligations hereunder for the duration of such Force Majeure event.
11.2 The affected Party shall notify the other Party as soon as reasonably possible of the cause and the likely duration of the cause, the performance of the affected Party’s obligations, to the extent affected by the cause, shall be suspended during the period that the cause persists.
12. Data Protection
12.1 In the event that TVG Translegal Limited processes personal information and/ or sensitive personal information in compliance with the Data Protection Act 1998 ('DPA') and the new General Data Protection Regulations ('GDPR') which hereafter referred to as 'Personal Information' pursuant to this Agreement, the remaining provisions of this clause 12 will apply.
12.2 TVG Translegal Limited will act in the capacity of Data Processor in the performance of the Translation. As Data Processor, TVG Translegal Limited shall at all times operate its business in such a manner as not to cause the Client in any way to be in breach of the DPA and GDPR. For more details, please see the TVG Translegal Limited Privacy Policy.
12.3 By virtue of this Agreement, the Client agrees to comply fully with DPA and GDPR and all applicable Guidelines and Codes of Practice issued by the Information Commissioner in the United Kingdom from time to time.
12.4 TVG Translegal Limited will, on termination, cancellation and/ or frustration of this Agreement and at the request of the Client either return or destroy the Personal Information kept.
13. Non-Solicitation
13.1 Unless otherwise agreed by TVG Translegal Limited, the Client (which for the purposes of this clause includes any of the Client’s Affiliates) shall not during the term of this Agreement and for a period of one year after termination of this Agreement, either directly or indirectly, on its account or for any other person, firm or company solicit, employ, endeavour to entice away from TVG Translegal Limited or use the services of the linguists used by TVG Translegal Limited or its Staff. In the event of any breach under this Сlause, the Client shall pay to TVG Translegal Limited an amount equal to the aggregate remuneration paid by TVG Translegal Limited to that member of Staff for the year immediately prior to the date on which the Client employed or used the services of that member of Staff.
14. Complaints and Disputes
14.1 Failure by the Translator to meet agreed requirements as specified in this Agreement or to provide a Translation which is fit for its stated purpose, will entitle the Client to:
1) reduce, with the Translator’s consent, the fee payable for work done by a sum equal to the reasonable cost necessary to remedy the deficiencies, and/ or
2) cancel any further instalments of work being undertaken by the Translator. Such entitlement shall only apply after the Translator has been given one opportunity to bring the work up to the required standard.
14.2 The entitlement referred to in Clause 14.1, shall not apply unless the Translator has been notified in writing of all alleged defects.
14.3 Any complaint in connection with a Translation Task shall be notified to the Translator by the Client (or vice-versa) within fourteen (14) days of the date of delivery of the Translation. If the Parties are unable to resolve the complaint, the matter may be referred to Alternative Dispute Resolution (or such other body as the Parties may agree). Such referral shall be made no later than thirty (30) days from the date on which the original complaint was made.
14.4 If a dispute cannot be resolved amicably between the Parties, or if either Party refuses to accept Alternative Dispute Resolution within a period of thirty (30) days from the date on which the original complaint was made, both Parties shall be entitled to pursue the matter in the court of law.
15. Jurisdiction
15.1 This Agreement is governed by and shall be construed in accordance with English law and the Parties submit to the exclusive jurisdiction of the English courts, subject to Clause 14 above.
16 Responsibility and Liability
16.1 The Translation Task shall be carried out by the Translator using reasonable skill and care and in accordance with the provisions and spirit of the Code of Professional Conduct of the Chartered Institute of Linguists.
16.2 Time and expense permitting, the Translator shall use his or her reasonable commercial endeavours to do the work to the best of his or her ability, knowledge and belief, and consulting such authorities as are reasonably available to him/ her at the time.
16.3 Subject to Clause 16.4 below, a Translation shall be fit for its stated purpose and target readership, and the level of quality specified.
16.4 Unless specified otherwise, Translation shall be deemed to be of "for information" quality only.
16.5 Nothing in this Agreement shall be construed as seeking to restrict a Party’s liability for personal injury or death arising from its own negligence.
16.6 Subject to Clause 16.5 above, the liability of the Translator under or in respect of this Agreement, whether in tort, contract or otherwise, shall be limited to the cost of the Translation Task being undertaken when the liability arises.
16.7 Client shall be responsible for all content contained within the literature and Source Material provided by the Client to the Translator for translation and the Client shall upon demand indemnify and keep indemnified the Translator in full against all losses, damages, costs, charges, claims and expenses of whatever nature incurred directly or indirectly as a result of any claim by a Third Party relating to the content of the literature and Source Material provided by Client.
16.8 Subject to the Clause 16.6 above, the Translator shall not, in any event, be liable for any loss, damage, costs or expenses suffered by the Client as a result of any claim against the Client made by a Third Party.
16.9 The Translator shall in no circumstances be liable for loss or damage caused by any default, act or omission on the part of the Client its agents, subcontractors, contractors or clients and the Client agrees to indemnify, defend and hold harmless the Translator in respect of any claims by Third Parties which are caused by or arise from any reasonable act by the Translator carried out pursuant to instructions issued by the Client.
16.10 The parties expressly agree that should any limitation or provision contained in this Clause 16 be held to be invalid under any applicable statute or rule of law, it shall to that extent be deemed omitted but if any Party thereby becomes liable for loss or damage which would otherwise have been excluded, such liability shall be subject to the other limitations and provisions set out herein.
16.11 Subject to the clause 16.6 above, neither Party shall be liable to the other in respect of any consequential or indirect loss whatsoever.
16.12 The limitation of liability set out in Clause 16 does not apply to:
1) either parties liability arising as a result of fraud; or
2) breach by either party of Clause 9 (Confidentiality); or
3) the Client payment obligations under Clauses 5 and 13.
16.13 The Translator's liability with respect to breach of Clause 12 (Data Protection) shall be limited to £10,000 (ten thousand pounds).
17. Applicability and Integrity
17.1 This Agreement shall come into effect either:
1) when the Client signs the Agreement; or
2) when the Client commences delivery of the Source Material; or
3) when the Translator provides any services under the Agreement, whichever is the earlier.
17.2 This Agreement should be read in conjunction with the Code of Professional Conduct of the Institute of Linguists.
17.3 This Agreement may be subject to any detailed requirements or variants expressly specified in the order relating to a particular Translation Task.
17.4 No waiver of any breach of any condition in this Agreement shall be considered as a waiver of any subsequent breach of the same or any other provision.
18. General
18.1 This Agreement constitutes the entire agreement and supersedes any previous agreements, prior representations (except for fraudulent representations), arrangements and understandings between the Parties relating to the subject matter of this Agreement.
18.2 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 and, save as expressly set out in this Agreement, each party shall have no liability in respect of any other representation, warranty or promise made prior to the date of this Agreement unless it was made fraudulently.
18.3 All business with the Translator relating to the provision of works and services is transacted on the terms set out in this Agreement which the Client has accepted or the Client has deemed to have accepted upon this Agreement coming into effect (Clause 17).
18.4 This Agreement may only be capable of being varied in writing signed by a duly authorised officer or other representative of each of the Parties.
18.5 This Agreement is severable in that if any provision is determined to be illegal or unenforceable by any court of competent jurisdiction such provision shall be deemed to have been deleted without affecting the remaining provisions of this Agreement.
18.6 Nothing in this Agreement shall constitute or be deemed to constitute a partnership, agency or joint venture between the Parties hereto 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.
18.7 Nothing in this Agreement shall render any member of the Staff or sub-contractor an employee, agent or partner of the Client.
18.8 Unless otherwise agreed in writing, no failure by either Party to exercise any right or remedy available to it hereunder nor any delay so to exercise any such right to remedy shall operate as a waiver of it nor shall any single or partial exercise of any right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy.
18.9 This Agreement shall not give rise to any rights enforceable by a Third Party pursuant to the Contract (Rights of Third Parties) Act 1999 but without prejudice to any rights or remedies that exist or are available apart from that Act.
18.10 To give notice under this Agreement, a letter must be delivered personally or sent by pre-paid recorded first class post or by email provided that such email is followed by a letter sent to the address set out in the Quotation. A notice delivered by hand is served when delivered, a notice sent by first class recorded post is served 48 hours after posting and a notice served by email is served when email is sent.
18.11 These terms and conditions shall:
1) apply to and be incorporated into this Agreement; and
2) apply to and be incorporated in any Quotation and subsequent invoice; and
3) prevail over the Client’s standard terms and conditions or any terms or conditions contained in, referred to, attached to or enclosed with any Client provided documentation or otherwise including but not limited to in the Client's purchase order, confirmation of order, any other specific instructions and requests of the Client, 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; and
4) apply to all works and services provided to the Client unless otherwise agreed in writing between the Parties.
18.12 Unless otherwise agreed in writing by the Parties, the Parties agree that TVG Translegal Limited may disclose for marketing purposes the fact that the Client is a client of TVG Translegal Limited. The Client agrees that TVG Translegal Limited may use the Client’s name and logo to the extent necessary for the purpose of the provision of the Translation and for marketing purposes for the duration of this Agreement.
18.13 The Client shall not, assign or otherwise transfer any part of this Agreement without prior written consent from TVG Translegal Limited (such consent not to be unreasonably withheld or delayed). TVG Translegal Limited may assign, or otherwise transfer any part of this Agreement without Client’s prior written consent.
18.14 This Agreement shall be binding upon any successors in title of the Parties.
18.15 Information provided in brochures, catalogues or other published material of TVG Translegal Limited is general description only and does not form part of this Agreement.
19. Contact TVG Translegal Limited
19.1 TVG Translegal contact details are as follows:
1) Postal address: Wren House, 68 London Road, St Albans, Hertfordshire, AL1 1NG, UK
2) EMail: tvg.translegal@ymail.com; translations@tvgtranslegal.co.uk.