Terms & Conditions of Trading - CLIENT

In submitting Work to TH Languages Ltd, the Client enters into a binding agreement with TH Languages Ltd. The agreement is covered by the terms and conditions below.

Definitions:

  • ‘The Company' means TH Languages Ltd (and trading name Talking Heads) whose registered office is at 85 Doncaster Road, Rotherham S63 7DN.
  • 'The Client' means any individual, business and/or corporate body that enters into a binding agreement with ‘The Company’.
  • 'Text' means any hard copy documents, electronic files or faxed documentation.
  • 'Work' means any translation, interpreting, typesetting, artwork, printing or any other service supplied by the Company.

1. Stating the Purpose of the Translation, i.e. information, publication, advertising, litigation, patent proceedings, incorporation, etc.:

1.1 The charge for the translation shall be determined in accordance with the scale of charges stated by the Company.
1.2 Should the Client decide to use the translation for a purpose other than that originally stated, it is the responsibility of the Client to ensure that the translation is suitable for the new purpose.
1.3 The Company reserves the right to amend or adapt the translation, if necessary, for the new purpose and make a further charge if applicable.
1.4 In the event that the Client uses the translation 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.
1.5 Where the purpose of the translation is not stated the Company shall execute the translation to the best of its judgment. The Company will determine the charge accordingly.

2. Quotations/Acceptance

2.1 Binding quotations shall not be given by the Company to the Client against text 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 text has been received by the Company. A quotation remains valid for 30 days from the date of issue.
2.2 No work will commence until the Client has accepted the quotation in writing, which includes email. 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.

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.

4. Amendments to Text

4.1 An additional charge will be made by the Company should the Client requests amendments to a text already in progress. The additional charge will be on added word-count or on an hourly charge.

5. Delivery

5.1 The Client will give a clear indication of the delivery requirements when submitting text for translation 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.
5.2 Where a delivery date is a material part of a commission accepted by the Company, this must be disclosed by the Client in advance.
5.3 Should completion of the translation 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 translation 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.
5.4 The Company will not accept any liability for the consequence of any delay in completion of the translation caused by the Client. Any agreed deadlines or schedules will automatically cease to be valid and new dates must be negotiated.
5.5 Unless otherwise agreed, completed translation will be despatched to the Client by email wherever practicable.

6. Engagement of sub-contractors

6.1 The Company may engage any person, firm or company as a sub-contractor to perform any or all of the Company's obligations. Should the Client stipulate otherwise it shall pay any additional reasonable charges incurred by the Company as a result.

7. Cancellation/Suspension

7.1 If the Client cancels the translation having agreed for the work to proceed, no refund will be made by the Company to the Client.
7.2 If the Client suspends or postpones the translation that has 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.

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.

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. Complaints and Disputes

10.1 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.
10.2 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.
10.3 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.

11. Jurisdiction

11.1 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.

12. Force Majeure

12.1 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.
12.2 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.

13. Translation, Typesetting, Print Media & Ancillary Services

13.1 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
13.2 In the event that payment is not received in accordance with the 5th paragraph of this document headed Charges and Payment the copyright will remain with the Company and it shall be able to make use of any work not paid for by the Client

14. Interpreting

14.1 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.
14.2 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.
14.3 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.
14.4 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.
14.5 If for any reason the Client cancels or does not require the booked interpreter for the full or part term of the agreed assignment 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.
14.6 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.

15. Temporary Workers & Interpreters

15.1 All temporary workers & interpreters introduced to the Client by the Company should be treated as temporary workers and the following conditions apply:
15.2 The temporary worker and/or interpreter is not to be remunerated directly by the Client in any situation.
15.3 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.
15.4 Should the Client wish to retain the services of a temporary worker and/or interpreter 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.
15.5 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.
15.6 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

16. Worker and/or interpreter during Bookings.

16.1 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.
16.2 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.
16.3 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.

TH Languages Ltd t/a Talking Heads, 3 President Buildings, Savile Street, Sheffield, S4 7UQ Tel: 0114 470 1075 www.talkingheads.co.uk. info@talkingheads. co.uk.
Reg Office: 85 Doncaster Road, ROTHERHAM S63 7DN