1 Definitions

1.1 "Translation" means the translation of a version of text written in one language to another language having identical meaning without loss of precision to the original material

1.2 "Interpreting" means communicating spoken information in one language to another language having identical meaning without loss of precision to the original speech

1.3 "Services" means the provision of translation and/or interpreting services or other such services agreed between the Company and the Client

1.4 "Fees" means the fees agreed between the Company and the Client (which is subject to change) calculated as agreed between the Company and the Client

1.5 "Contract" means any contract for the provision of Services by the Company to the Client

2 Existence of contract

2.1 No Contract shall come into existence until the Company confirms acceptance of the instructions from the Client and these Terms and Conditions have been sent to the Client by email, fax, post or personally delivered to the Client

2.2 These conditions shall be incorporated into the Contract to the exclusion of any terms and conditions stipulated by the Client

2.3 No variation or amendment to these conditions shall be valid unless committed to in writing and signed by or on behalf of both parties

3 Performance of contract

3.1 Company shall make every effort to complete services by the agreed date but shall not be responsible for delays in completion caused by events beyond Company's control

3.2 Any complaint in relation to the Services provided by the Company to the Client shall be submitted in writing to the Company within 30 calendar days from the provision of the Services. The Company shall be given the opportunity to bring the Services up to the required standard where appropriate

4 Payment of Fees

4.1 Translation & Interpreting Fees will be calculated in accordance with the agreed contracted rates including supplementary fees and minimum charges

4.2 Additional fees will be payable for Services required to be completed at any time on weekday evenings, Saturdays, Sundays or Public Holidays

4.3 The Client shall be invoiced by the Company for all fees. Invoices are payable by the Client within 40 calendar days of the date of the invoice. This applies to all interim, final and other invoices

4.4 Payments shall be made by the Client to the Company by direct debit, cheque or cash. Direct Debit and cheque payment instructions shall be detailed on each invoice sent to the Client

4.5 Without prejudice to any other rights of the Company, if the Client fails to pay the invoiced sum by the date due, the Client shall pay interest on any overdue amount from the date of which the payment was due to the actual payment, on a daily basis at a rate of 8% per annum over the base rate from time to time quoted by the Bank of England in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 and shall reimburse the Company for all costs and expenses incurred in the collection of any overdue amount

5 Cancellation

5.1 In the event of the Client withdrawing any translation or interpreting work after the Company has started or completed the service, the Client shall pay the Company the portion of the above fee represented by the percentage of total Service performed

5.2 The Company shall notify the Client as soon as is reasonably practical of any circumstances likely to prejudice the Company's ability to provide the Services and the Company shall assist the Client as far as reasonably practical to identify an alternative solution

6 Professional Indemnification and hold-harmless by Client

6.1 The Company carries Professional Indemnity Insurance in place and may not be held financially or otherwise responsible for any excess claims. However, the Client agrees to indemnify and hold the Company harmless from any and all losses, claims, damages, expenses or liabilities (including reasonable lawyers' fees) which the Company may incur based on information, representations, reports, data or product specifications furnished, prepared or approved by the Client for use by the Company in the work performed under this Agreement

6.2 The Company shall not be held liable for any translation or interpreting errors not checked by the Client in accordance with clause 3.2 of this Agreement

7 Force Majeure

In the event of Force Majeure (which shall be strike, fire, power failure, industrial dispute, civil commotion, natural disaster, acts of war, and any other situation which can be shown to have materially affected the Company's ability to deal with the Work as agreed), the Company shall notify the Client immediately, indicating the circumstances. Force Majeure shall entitle both the Company and the Client to withdraw from the contract for the Work but in any event the Client undertakes to pay the Company for Work already completed. The Company will assist the Client to the best of its ability to place the Work elsewhere.

8 Confidentiality

8.1 The Company and the Client shall ensure that all reasonable precautions are taken to ensure the contents of all documents expressly marked private and confidential remain private and confidential

8.2 The Company shall not at any time whether before or after the provision of Services disclose any information which is not in the public domain and which comes to its knowledge through the provision of Services to any unrelated third party

8.3 If consulting a third party over specific terminology queries during the provision of Services the Company will exercise due discretion in disclosing any information contained in the Client's documents

8.4 The Company shall be responsible for the safe keeping and the secure disposal of the Client's documents and copy translations, and if requested to do so shall arrange for the insurance of documents in transit at the Client's expense

8.5 Terminological glossaries shall be property of the Company and the Company shall be allowed to keep copies of any translations made for the Client

9 Intellectual property

The Client is solely responsible for abiding all copyright laws in any or all countries of the world . The Client agrees not to hold the Company responsible for copyright infringement through their use of the Company's service or the use of any copyrighted material. All translated material and copyright, know-how and trade secrets therein shall remain the property (but not the risk) of the Company until the Company shall have been paid in full for such services

10 Jurisdiction

These conditions and any Contract between the parties shall be governed by and construed and interpreted in accordance with English law and the parties submit to the jurisdiction of the English Courts

11 Translation Services

11.1 The Client shall review and check all translations supplied by the Company by a person or persons approved by the Client

11.2 Additional fees will be payable for the following additional Services: (a) Changes in the text to be translated after the Company has started translating (b) Revision of a translation made by the Company

11.3 Additional costs. Client shall pay Company for services that are not a normal part of routine translation procedure, such as overnight document translation or delivery service requested by Client

11.4 Where translations involve long texts, the Company may request an initial payment from the Client followed by periodic payments on the terms to the agreed between the parties. Where interim or periodic payments are requested by the Company but not made by the Client, the Company shall have the right to retain the Client's documents and suspend provision of the Services until the outstanding payment is made

11.5 Cancellation. In the event of the Client withdrawing any documents or reducing the original text after the Company has started or completed the service, the Client shall pay the Company the portion of the above fee represented by the percentage of total Service performed

11.6 The Company shall have no responsibility whatever as to any changes in the translation made by persons other than the Company

12 Interpreting Services

12.1 The Client should always complete an "Interpreter Request Form" when booking an interpreter assignment

12.2 Fees for Interpreting Services will be agreed between the Company and Client in advance

12.3 Fees do not include traveling expenses. (We always try to supply interpreters who live in your area so that travel expenses are kept to a minimum)

12.4 Travel Expenses.

Traveling time and transport costs will be charged. The transport deemed most suitable by the interpreter will be used. If the interpreter travels by car a charge of not less than 40p per mile will be made. Car parking and taxi fares will be charged at cost

12.5 Extraordinary expenses. Overnight accommodation and waiting time.

(a) If the interpreter is unable to return to his/her home by 10.30pm after completion of that day services then the client shall provide reasonable overnight accommodation and subsistence costs

(b) Fees are payable for unavoidable waiting time at a rate confirmed upon acceptance of the assignment

12.6 Cancellation charges.

Once the interpreter has been booked, whether by phone, email, fax, or letter a contractual agreement is immediately entered into. In the event of a cancellation of the agreement the client is liable for the following charges:

Less than 2 days notice - full fee

3 days notice - 50% fee

12.7 Failure of Client to attend.

If any person/s relying on the interpreters' service has failed to attend, the interpreter will wait approximately 20-40 minutes before departing, after consultation with the Company. This will be applicable to all assignments with the full and agreed fee still payable

12.8 In the event of sickness or injury of an interpreter prior to or during an assignment, the Company will use its best endeavour to find a replacement interpreter but no liability is accepted by the Company for failing to do so. If the interpreter is unable to attend due to unforeseen circumstances, every means possible will be undertaken to find a suitable replacement or assistance will be provided in obtaining a suitable replacement

12.9 The Client shall ensure that the "Interpreter Time Sheet" provided by the interpreter is signed on which the accurate duration of the service is stated. Timesheets must only be completed and signed after the Interpreter has provided the services on each occasion. The Interpreter will remain in control of the original copy of the timesheet at all times

12.10 If the Client or its representative fails to sign the provided timesheet the Company will forward a completed timesheet to the Client. If the Client does not advise the Company within 48 hours of the dispatch of the timesheet that the Client disputes the times stipulated on a particular timesheet, the Client will be deemed to have accepted those times as accurately representing the duration of the interpreting assignment