Terms & Conditions of Trading – CLIENT

In submitting orders to TH Languages Ltd for the supply of services the Client enters into a binding agreement with TH Languages Ltd. The agreement is covered by the terms and conditions below.

1. Definitions

The ‘Company' means TH Languages Ltd (and trading name Talking Heads) whose registered office is at 3 President Buildings, Savile Street East, Sheffield S4 7UQ.

The ‘Client' means any individual, business and/or corporate body that enters into a binding agreement with the ‘Company’.

'Source material' means any hard copy documents, electronic files, digital material, faxed documentation or material received in any other media or format.

'Service/s' means the provision of any translation, transcription, proof-reading, interpreting, typesetting, artwork, printing, implementation review and/or any other service supplied by the Company.

Work means any work carried out or in the process of being carried out by the Company in order to fulfil an order placed by the Client.

Deliverables means any translation, transcription, proof-reading, typesetting, artwork, printing, implementation review and/or any other service supplied by the Company

2. Quotations/Acceptance

2.1 Binding quotations shall not be given by the Company to the Client against any Source material not seen by the Company unless authorised by a Director of the company. A binding quotation will be given to the Client once the final Source material has been received by the Company. A quotation remains valid for 30 days from the date of issue.

2.2 No work will commence and no booking will be made until the Client has accepted the quotation in writing, which includes email and/or online quotation acceptance submissions. Once a quotation has been accepted by the Client, said acceptance constitutes an Order from the Client and the Client becomes liable to pay for the services provided and named in the said quotation in accordance with these Terms & Conditions of Trading.

2.3 Each order received from the Client will be treated as a separate contract unless otherwise agreed.

2.4 Special Note – all and any agreements made are made exclusively between TH Languages Ltd and the Client. Any action or decision made by other parties such as the Legal Aid Agency will have no effect on said agreement or any orders placed by the Client for services provided by TH Languages Ltd. Please see section 13 for special terms in relation to Legal Aid Agency funded requests.

3. Charges and Payment

3.1 Charges quoted are generally in GB Pounds Sterling and exclusive of VAT and delivery. It is the responsibility of the Client to decide whether or not they can accept charges quoted. Once accepted by the Client, the charges cannot be reduced.

3.2 Where quotations and/or invoices are issued in currencies other than GB Pounds Sterling, they will be based on the exchange rate at the date of issue. Where, on the date of payment, there is a variation of more than 5% in the said exchange rate, thereby reducing the GB Pounds Sterling amount receivable by the Company, the Company reserves the right to re-negotiate future charges.

3.3 All bank charges and fees are payable by the Client.

3.4 Payment for all services will be made on a pro-forma basis unless prior agreement has been made in writing to allow any credit from date of invoice.

3.5 In the event of a Credit Account being agreed, the standard terms are payment within 30 days of the date of invoices. Should payment of an invoice be made more than 30 days after the date of the invoice the Company has the right under the Late Payment Act to make an interest charge of 4% above bank base rate on all outstanding money owed to the Company for each day of late payment.

3.6 In addition to the standard Credit Account, TH Languages Ltd is also able to offer Special Credit Terms. These are negotiable and are only effective if agreed in advance by both TH Languages Ltd and Client, in writing.

3.7 In the event that payment is not received in accordance with paras. 3.1 to 3.5 inclusive, of this document the copyright will remain with the Company and it shall be able to make use of any work not paid for by the Client. 3.8 Title to any deliverables such as translation, transcription, proof-reading, and any and all other services as provided by the Company shall not pass to the Client until they are paid for in full in accordance with paras. 3.1 to 3.5 inclusive of this document.

4. Delivery

4.1 The Client will give a clear indication of the delivery requirements when placing an order for services and the Company will make every reasonable effort to meet the Client's requirements. However, late delivery shall not entitle the Client to withhold payment for work done.

4.2 Where a delivery date is a material part of a commission accepted by the Company, this must be disclosed by the Client in advance.

4.3 Should completion of the services ordered be required sooner than the agreed date it will be entirely at the discretion of the Company to accept a new completion date. The Client must make reasonable allowance for any defects in the services where such a request for a reduced production time has been made. Should the completion of the translation necessitate overtime being worked or other additional costs being incurred, a charge will be made to cover the increased costs.

4.4 The Company will not accept any liability for the consequence of any delay in completion of the services caused by the Client. Any agreed deadlines or schedules will automatically cease to be valid and new dates must be negotiated.

4.5 Unless otherwise agreed, completed deliverables will be despatched to the Client by email wherever practicable.

5. Engagement of sub-contractors

5.1 The Company may engage any person, firm or company as a sub-contractor to perform any or all of the Company's obligations. Said subcontractors may be located in any country throughout the world. Should the Client stipulate otherwise it shall pay any additional reasonable charges incurred by the Company as a result.

6. Cancellation/Suspension

6.1 If the Client cancels the order having agreed for the work to proceed, no refund will be made by the Company to the Client.

6.2 If the Client suspends or postpones provision by the Company of services that have been commissioned for a period of 7 days or more, charges will be payable for all completed work up to the date of suspension or postponement. In any other case any charges incurred will be made on completion of the translation.

7. Translation, Typesetting, Print Media & any other deliverables

7.1 The charge for all and any deliverables such as translation, proof-reading, transcription shall be determined in accordance with the scale of charges stated by the Company.

7.2 At the time of placing the order, the client should state the purpose of the deliverable, i.e. whether it is for information purposes only, publication, advertising, litigation, court purposes, patent proceedings, prior art, incorporation, etc.

7.3 Should the Client decide to use the deliverable for a purpose other than that originally stated, it is the responsibility of the Client to ensure that it is suitable for the new purpose.

7.4 The Company reserves the right to amend or adapt the deliverable, if necessary, for the new purpose and make a further charge if applicable.

7.5 In the event that the Client uses the deliverable for a purpose other than initially specified the Client shall not be entitled to any compensation from the Company and the Client shall indemnify the Company against any loss arising to the Company in goodwill or otherwise as a result.

Where the purpose of the deliverable is not stated the Company shall execute the work to the best of its judgment. The Company will determine the charge accordingly.

7.6 An additional charge will be made by the Company should the Client requests amendments to any work already in progress. The additional charge will be calculated on the basis of the appropriate extra word-count or time spent.

7.7 Copyright in all work provided by the Company remains with the Company unless specifically agreed otherwise in writing. The Company and its translators assert all moral rights relating to copyright. Copyright remains with the Company for all Translation Memories (TMs) created in the course of carrying out its work and a charge may be applied for extraction and/or subsequent processing if such is required by any organisation outside of TH Languages Ltd both during and after any relationship they may have with the Client.

8. Client's Property

8.1 All text supplied to the Company by the Client will be held or dealt with by the Company at the Client's risk and the Company will not be responsible for any loss or damage resulting from any loss or damage.

8.2 The Company reserves the right to destroy or otherwise dispose of any text or other property of the Client that has been in custody for more than 12 months following completion of the work to which it relates.

8.3 The Company may make public the fact that the Company is providing language services to the Client, unless this is prohibited by means of an NDA. This may take the form of verbal communications, written text including case studies and the use of the Client’s logo on the Company website. Should the Client wish for their logo and / or company name not to be used in any of these ways, the Client should inform the Company in writing.

9. Illegal Matter

9.1 The Company will not translate, interpret or print any matter that in its opinion is or may be of an illegal or libellous nature.

9.2 Where copyright exists in texts to be translated by the Company it is presumed that the Client has obtained all consent necessary for such work to be completed.

9.3 The Company will be indemnified by the Client in respect of any claims, proceedings, costs and expenses arising out of any libellous matter printed for the Client, or any infringement of copyright, patent, design or third party right.

10. Interpreting

10.1 This Clause shall apply exclusively for the provision of interpreting facilities by the Company and any Clause above shall also apply except where they are inconsistent with any provisions in this Clause when this Clause will prevail.

10.2 Documentation and relevant reference materials should be supplied to the Company as early as possible and in any event arrive not less than 48 hours before the start of the assignment so that the interpreters have time to familiarise themselves with the specific terminology needed. No complaints regarding the quality of the interpreting will be entertained by the Company if these materials are not so made available.

10.3 Where the Company supplies interpreting equipment it will make arrangements for its installation and operation. The Company shall not be responsible for any interpreting equipment not so supplied.

10.4 Where a Client provides accommodation and meals for an interpreter no Per Diem charge will be made nor will the travelling expenses of an interpreter be charged to the Client if the Client supplies the relevant air/ train tickets to the Company in advance.

10.5 If for any reason the Client cancels or does not require the booked interpreter for the full or part term of the time they have booked as a result of accepting a quotation provided by the Company 50% of the agreed fee will be payable if the Company is informed in writing of cancellation more than 14 days prior to the start of the assignment, and 100% of such fees will be payable if the Company is informed 14 days or less prior to the start of the assignment.

10.6 In the event of sickness or injury to the interpreter prior to or during an assignment, the company will use its best endeavours to find a replacement interpreter but no liability is accepted by the Company for failing to do so.

10.7 All interpreting bookings are based on a minimum charge of 1 hour (exceptions may include LAA assignments and BSL).

10.8 The Client will pay for the time booked (minimum of one hour or hours booked), even if the session time does not reach the minimum booked. E.g. If the Interpreter is booked for 3 hours and the session only takes 2.5 hours, the 3 hours booked will be charged.

10.9 Any interpreting booking which exceeds the ‘minimum time booked’ is charged in increments of 30 minutes. E.g. If a 1 hour booking takes 1 hour and 21 minutes, the charge will be for 1 hour and 30 minutes.

11. Temporary Workers & Interpreters

11.1 All temporary workers & interpreters introduced to the Client by the Company should be treated as temporary workers and the following conditions apply:

11.2 The temporary worker and/or interpreter is not to be remunerated directly by the Client in any situation.

11.3 The temporary worker and/or interpreter is not to be contacted directly regarding any matter, including future engagements and project details, without first contacting the Company.

11.4 Should the Client wish to retain the services of a temporary worker and/or interpret er outside of any existing agreement held with the

Company, then charges for ‘Permanent Placement’ become due when an offer of employment by the Client to the temporary worker and/or interpreter is accepted by the temporary Worker and/or interpreter introduced by the Company. The charges for this introduction are 15% of the Workers agreed first year salary. These charges will be invoiced upon the Client offering the Worker this separate agreement, and the Worker accepting said agreement and/or any contract of work. Invoices are due in accordance with standard procedure stated in the paragraph entitled

‘Charges and Payments’ above.

11.5 Every effort shall be made by the Company to give satisfaction to the Client by ensuring a high standard of skills, integrity and reliability from the Temporary Worker and/or interpreter and to provide them in accordance with the details provided by the Client.

11.6 The Client is responsible for all acts, errors and omissions of the Worker whether wilful, negligent or otherwise as though that Worker were an employee of the Client, and the Client shall comply in all respects with all statutes, bye -laws and legal requirements to which the Client is ordinarily subject in respect of its own employees, including in particular the provision of adequate Employer’s, Public Liability Insurance and any other appropriate insurance cover/s for the Temporary Worker.

12. Worker and/or interpreter during Bookings.

12.1 The Client shall indemnify the Company against any costs, claims, damages and expenses incurred by the Company arising out of the engagement of the Temporary Worker and/or interpreter by the Client.

12.2 It is intended that Temporary Workers and/or interpreter provided by the Company to the Client are provided under contracts for services and the client agrees that it accepts full responsibility for supervision, direction and control of the Worker for the duration of the Work.

12.3 The Client shall be responsible for ensuring that references, legal requirements and health of the Applicant or Temporary Worker and/or interpreter are to the Client’s satisfaction before engagement of an Applicant or Temporary Worker and/or interpreter. The Company shall not accept liability for any omissions made by the Client in this respect.

13. Legal Aid Agency Funded Requests.

13.1 We offer:

13.1.1 Specially reduced rates for LAA/Legal Help-funded cases.

13.1.2 Regular monitoring of LAA Guidelines

13.1.3 Greatly reduced cancellation terms for LAA cases.

13.1.4 Tailoring of our charging process to obtain their acceptance.

13.1.5 Extended payment terms. We do NOT offer or agree to a ‘paid-when-paid’ situation.

13.1.6 No extra charge for last-minute bookings / orders.

13.1.7 Invoices provided complete with breakdown of detailed and appropriate information

13.1.8 "Split" invoices available if requested and agreed by all parties that they wish to share the costs, in advance of work commencement (this facility cannot be guaranteed if requested after delivery).

13.1.9 We will try to secure agreement to accept 'waiting time' where this is requested, though not all linguists do accept ‘waiting time’ rates. (NOTE – this is only available if requested and agreed in advance. It cannot be applied retrospectively.)

13.1.10 We will make a legal agreement with our linguists and we will pay them for the time they are booked or for the time attended, whichever is the greater.

13.1.11 We will make a legal agreement with you and expect to receive payment for time the linguist has been booked or for the time attended, whichever is the greater. As such, you agree to settle our invoices irrespective of any decision by the LAA. We have no relationship with them.

13.2 Rates:

13.2.1 Interpreting: Our discounted hourly charge for interpreting for LAA work is £28/hour.

13.2.2 Waiting time: It is assumed that your above booking is for time spent in 'Attendance' and we will charge at the above rate for all the hours 'booked' and/or attended. Please note: we will not be able to change this after the booking and cannot, retrospectively, break our agreed advance offer to the linguists by only paying at 'half-rate'. Equally, we cannot therefore only charge at half rate.

13.2.3 Translation: We have reduced our rates to £99/1000 words - LAA Guidance V3 states prior approval is not required for rates of less than £100/1,000 words. Please note, this rate does not include additional proof-reading

13.2.4 We recommended additional proof-reading, especially for larger word-counts and/or when a certificate of authentic translation is required.

13.2.5 Additional Proof-reading: Always recommended and available on request; priced on a project-by-project basis, but no higher than £65/1k words.

13.2.6 Transcription: Available at LAA Guideline approved rates

13.3 Cancellation: In accordance with LAA Guidelines, charge will be made for cancellations made less than 72 hours before the booked start time.

13.4 Liability: Your acceptance of our Quotations and/or delivery of any Services we provide, constitute a legal, commercial agreement between us, and as such it is your responsibility to pay our invoices irrespective of your arrangement with the LAA since it is you who have instructed us and placed the order with us, even if, after we have delivered our service, the LAA refuse to pay the rates you have agreed to pay us. This is why all fees must be agreed in advance of our providing any service. Talking Heads makes every effort to ensure our rates and terms are acceptable to the LAA however, we have no relationship with them, and for this reason, all fees must be approved and accepted by you in advance of our providing any service.

14. Complaints and Disputes

14.1 A complaint by the Client in respect of any Work completed by the Company must be notified to the Company in writing within 14 days of the receipt of the Work. In any event, the Client is to provide the Company with a representative sample of the corrections to be made. The Company will be given the right to correct any inaccuracies in the Work at its expense.

14.2 A complaint by the Client in respect of any Interpreting and or other Work completed by the Company must be notified to the Company in writing immediately in order to allow the Company to make reasonable effort to provide a replacement.

14.3 If there is no agreement, the matter may be referred to the Arbitration Committee of the Institute of Translation and Interpreting (London UK) within 2 months of the original complaint. The decision of the Arbitration Committee will be final and binding on both parties. Unless specifically agreed in writing any dispute not dealt with through Arbitration will be settled in accordance with English law and in the English courts.

15. Jurisdiction

15.1 These terms and conditions will be interpreted in accordance with English law and any dispute between the parties will be subject to English law. The parties submit to the exclusive jurisdiction of the English Courts in respect of any dispute arising under or connected with this contract.

16. Force Majeure

16.1 In the event of a Force Majeure the Company will notify the Client without delay and indicate the circumstances. Force Majeure will entitle both parties to withdraw from the contract however the Client will pay the Company for Work already completed. The Company will assist the Client to the best of its ability in placing the work elsewhere in order for the assignment to be completed.

16.2 Force Majeure will be an industrial dispute, civil commotion, natural disaster, acts of war, computer failure, and any other situation that can be shown to materially affect the Company's ability to deal with the assignment as agreed.

TH Languages Ltd t/a Talking Heads. Reg Office: 3 President Buildings, Savile Street, Sheffield, S4 7UQ Tel: 0114 4701075. www.talkingheads.co.uk. info @ talkingheads.co.uk.