General Terms of Business
- Definitions and Interpretation
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’ means the period during which Words at Hand performs services or carries out work for or on behalf of the Client or as otherwise agreed between the Client and Words at Hand, commencing at the time the Words at Hand first starts such work and services and ending upon the cessation by Words at Hand of all such work and services.
‘Client’ or ‘you’ means the Party commissioning a Translation or another service in the normal course of business.
‘Confidential Material’ means any sensitive or private information with regard to the Client or their business.
‘Source Material’ means any text or other medium provided by the Client to Words at Hand and which contains a communication which has to be translated or legalised, and may comprise text, sound and/or images.
‘Words at Hand’ or ‘us’ or ‘we’ means the Party providing a translation or another service in the normal course of business. Words at Hand shall normally be the creator of a translation unless the Client has been explicitly informed that the translation task will be subcontracted, or Words at Hand customarily trades as an intermediary.
‘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 the commissioned work produced by Words at Hand.
‘Legalisation’ means the legalisation of a document or a translation by means of an apostille.
‘Third Party’ means any party who is not a party to this Agreement.
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 it as amended, extended or re-enacted from time to time.
References to a “Party” or the “Parties” means 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.
- Translation Services
2.1 The Client must provide the Source Material:
- by any date and/or time notified to it by us;
- in a legible format (e.g., scan, picture, pdf or Office file);
- in the source language
2.2 The Client must specify:
- the type of translation it requires (e.g., basic, certified or notarised);
- the scope of the Translation Task it requires (including copies of the relevant documents);
- if the Translation Task requires specialist knowledge (e.g., medical or legal documentation);
- if the contents of the Translation are confidential;
- the scope of the translation work you require in writing;
- details of the authority or institution where the translation will be submitted
- its preferred delivery method if other than first class
- any dates and/or times by which if requires the Translation (although time is not of the essence).
2.3 We are not obliged to provide the Translation Task(s) if you do not comply with your obligations as set out in clauses 2.1 and 2.2.
2.4 If you do not provide us with the information specified in clauses 2.1 and 2.2 that is material to us providing you with the Translation Task(s), or you provide us with incomplete, incorrect or inaccurate information or instructions, we may cancel or suspend the Translation Task(s) until you provide us with such information, or we may make an additional charge of a reasonable sum to cover any extra work that is required to perform the Translation Task(s). We will not be liable for any costs, losses or expenses sustained or incurred by you arising directly or indirectly from our failure or delay to perform the Translation Task(s) as a result.
- Scope of Services
3.1 The scope of the services we will provide to you shall be as set out in our written quotation, as set out in clause 5.
3.2 The scope of the services we will provide in relation to Translation Task(s) is as set out on our website for:
- Translation and Liaison interpreting;
- Certified translation;
- Legalisation and notarisation
- Certified copies of documents
- Consular legalisation of a translation
- Solicitor’s certification
3.3 Any tasks or services to be provided by us that are not within the scope specified in the written quote will be charged as additional services.
3.4 You hereby acknowledge and agree that some services, such as Legalisation and Notarisation, will be carried out by a Third Party and that we cannot be liable for the quality or timeliness of those services.
- Copyright in Source Material, and Translation Rights
4.1 Words at Hand accepts a Translation Task from the Client on the understanding that performance of the Translation Task will not contain any Confidential Material that you do not have the right to disclose to us or that will infringe any intellectual property or other Third-Party rights. Accordingly, the Client hereby warrants to Words at Hand that:
- it has full right and authority to enter into this Agreement,
- it owns the intellectual property in or has a licence to use the Source Material for the purposes of Words at Hand providing the Translation Task or services (including any additional services); and
- the Source Material does not infringe the intellectual property or any other rights of any person;
- there is nothing in the Source Material that is defamatory, discriminatory, offensive or illegal.
4.2 The Client hereby indemnifies Words at Hand against any loss, costs, expenses or damages (including legal costs and expenses and compensation paid by Words at Hand to compromise or settle any claim) which Words at Hand suffers or may suffer as a consequence of any breach or alleged breach of any of the above warranties or these terms; or as a consequence of a
ny claim from a Third Party including that the Source Material contains anything objectionable, defamatory, blasphemous or obscene or which constitutes an infringement of confidentiality, intellectual property rights or of any other rights of any Third Party.
- Fees: Quotations
5.1 The scope of the services to be provided and the fee to be charged shall be determined by Words at Hand on the basis of the Client’s description of the services it requires, the number of words, the complexity of the task, the number of documents and the Client providing us with a copy of the Source Material, the purpose of the Translation and any instructions given by the Client.
5.2 No fixed quotation shall be given by Words at Hand until it has seen or heard all the Source Material and has received clear and complete instructions in writing from the Client.
5.3 The Client shall agree to the quotation and these Terms in writing prior to us commencing the services or Translation Task.
5.4 Where VAT is chargeable it will be charged in addition to the quoted fee if Words at Hand is VAT registered.
5.5 Any fee quoted, estimated or agreed by Words at Hand on the basis of the Client’s description of the Translation Task may be subject to amendment by agreement between the Parties if, in Words at Hand’s opinion on having seen or heard the Source Material, that description is materially inadequate or inaccurate.
5.6 In the event that the scope of the services or Translation Task differs to that anticipated by us in the quotation, based on missing, inaccurate, incorrect or false information provided by you (including, for example, more research if needed or more documents are involved) we reserve the right to charge you additional fees prior to commencing work. .
5.7 We may include other supplementary charges during the course of providing the services and/or Translation Task, for example those arising from:
- discontinuous text, complicated layout or other forms of layout or presentation requiring additional time or resources (such as PDF format),
- poorly legible copy;
- terminological research;
- priority services (e.g., premium legalisation service);
- third party fees (e.g., Notarisation / solicitor’s certification);
- Additional fees for postage; and/or
- priority work or work outside normal office hours in order to meet the Client’s deadline or other requirements.
however, where possible we will endeavor to ensure the nature of such charges shall be agreed with you in advance.
5.8 If any changes are made in the text or Source Material or to the Client’s requirements at any time while the Translation Task is in progress, we reserve the right to increase the Translator’s fee and add any applicable supplementary charges; and the terms of delivery shall be adjusted accordingly in respect of the additional work.
6.1 Any delivery date or dates will be agreed between Words at Hand and the Client after Words at Hand has seen or heard all of the Source Material to be translated/legalised 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 by Words at Hand.
6.3 Words at Hand shall dispatch the Translation in the agreed form of delivery (e.g., hard copy or electronic) and any hard copies will be sent via First Class Royal Mail delivery unless the Client has specifically requested and paid for a special type of delivery (e.g. registered delivery or courier).
6.4 The Client hereby acknowledges and agrees that Words at Hand uses third parties for delivery and there cannot be liable for the receipt by the Client of any documentation.
6.5 Should the Client require legalised/notarised services Words at Hand will dispatch the relevant documents via First Class Royal Mail delivery (unless the Client has specifically requested and paid for a special type of delivery e.g., registered delivery or courier) to the relevant organization, however, Words at Hand cannot be liable for the receipt of the documentation by that organisation nor for return of the documentation to the Client by that organisation.
7.1 The Client shall ensure that payment in full, to Words at Hand, shall be received by the date specified on the invoice by the method of payment specified.
7.2 Any payment that is not made before the due date specified on the invoice shall bear interest at the rate of three per cent (3%) above the base rate of Barclays Bank from time to time calculated on a daily basis from the date when such payment fell due until the date of payment.
7.3 This shall be without prejudice to any sums due or rights or remedies we may have.
- Copyright in Translations
8.1 In the absence of a specific written agreement to the contrary, copyright in the Translation(s) remains the property of Words at Hand.
8.2 Words at Hand may use and sell or resell any non-confidential Translation(s) or any part or record thereof not covered by confidentiality, the Official Secrets Act, legal professional privilege or public interest immunity.
8.3 Where agreed in writing we will assign copyright in the Translation to you on payment of the agreed fee in full.
8.4 Copyright in any completed or residual part of a Translation shall remain the property of Words at Hand, and the conditions applicable to assignment of copyright and the grant of a licence to publish such Translation shall be as specified above.
8.5 No amendment or alteration may be made to a Translation without Words at Hand’s written permission. If a Translation is in any way amended or altered without the written permission of Words at Hand, we shall not be in any way liable for such amendments made or their consequences.
8.6 If Words at Hand 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 Words at Hand’s written permission. The right of integrity may be specifically waived in advance by Words at Hand in writing.
- Confidentiality and Safe keeping of the Client’s Documents
9.1 The Client hereby acknowledges and agrees that no documents for Translation shall be treated as being confidential unless this is expressly stated in advance in writing by the Client.
9.2 The Client hereby agrees that a Third Party may be used and/or consulted in relation to the Source Material and/or Translation Task(s) and that in the case of Legalised and notarised services the Source Material will need to be disclosed to a Third Party carrying out the legalisation or notarisation.
9.3 The Client hereby acknowledges and agrees that we may use Third Parties (including freelancers and consultants) to carry out the Translation Task(s) and therefore will need to disclose the Source Materials to these Third Parties.
9.4 Words at Hand shall use a reputable cloud service to store the Client’s Source Material and copies of the Translations, and shall, on termination of this Agreement, at the Client’s request, either return or delete or destroy the Source Material (and if the Translation contains confidential information or the Client requests assignment of the copyright in the Translation we will return or delete or destroy the Translation).
9.5 Words At hand processes and protects all personal data in accordance with our Privacy Notice.
- Cancellation and Frustration
10.1 The Client may cancel the quotation up until the point they have accepted it in writing.
10.2 Once a quotation has been accepted by the Client in writing the Client may terminate this agreement by giving Words at Hand at least 24 hours written notice and Words at Hand agreeing to such termination, however, we will charge you for any work done by us up to the point of termination.
10.3 If we have started work on a Translation Task is and it is subsequently reduced in scope or is frustrated by an act or omission on the part of the Client or any Third Party, the Client shall pay the Translator the full fee (unless otherwise agreed in writing by Words at Hand).
10.4 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 Words at Hand shall have the right to terminate this contract with immediate effect and without liability to the Client.
10.4 Words at Hand shall not be liable for a delay in performing or failure to perform any of its obligations under this Agreement nor be in breach of this Agreement if such delay or failure is the result of events, circumstances or causes beyond the reasonable control of Words at Hand.
- Complaints and Disputes
11.1 Any complaint in connection with a Translation Task shall be notified to Words at Hand by the Client (or vice-versa) in writing within 7 days of the date of delivery of the Translation. We will use reasonable endeavours to resolve your complaint amicably and in our sole discretion may offer to make minor amendments/corrections or to offer a partial refund of the fee paid.
11.2 If the complaint relates to a Third Party whose services we have used (e.g., for legalisation and notarisation) we will use reasonable endeavours to facilitate your compliant with such Third Party, however, we are not liable for the quality or delivery of their work and cannot be responsible for the outcome of a complaint.
11.3 If a dispute cannot be resolved amicably between the Parties, the Parties shall be subject to the exclusive jurisdiction of the Courts of England and Wales. In any event this Agreement shall be construed in accordance with English law.
- Responsibility and Liability
12.1 The services shall be carried out by Words at Hand using reasonable skill and care in providing a translation of the actual wording in the Source Material.
12.2 We are not liable for any interpretation or analysis of the wording in the Source Material.
12.3 We are not liable for any incompleteness, inaccuracies, inconsistencies, anomalies or mistakes that are in the Source Material.
12.4 In relation to the certified translation service, we are only responsible for certifying that it is a true copy of the Source Material and not that the Source Material itself is true or accurate.
12.5 In relation to the legalisation and notarisation service, we are not responsible for the quality, completeness or accuracy of the services performed by a Third Party. The Third Party is only responsible for notarising, certifying or legalising the Source Material and Translation as official copies and are not responsible for the completeness or accuracy of the Source Material or Translation.
12.6 The Client hereby agrees that we are not liable if the Client provides us with the wrong or incomplete or inaccurate documentation or if you don’t specify the correct degree of certification (where applicable).
12.7 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 or for fraud or fraudulent misrepresentation or any matter in respect of which it would be unlawful to exclude or restrict liability.
12.8 Words at Hand shall not under any circumstances whatever be liable to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any
- loss of profit, sales, revenue, or business;
- loss of anticipated savings;
- loss of or damage to goodwill;
- loss of agreements or contracts;
- loss of use or corruption of software, data or information;
- any loss arising out of the lawful termination of this agreement or any decision not to renew its term;
- any loss that is an indirect or secondary consequence of any act or omission of the party in question;
- any unknown or unforeseen consequences;
- indirect or consequential loss;
12.9 The terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from this agreement.
12.10 Subject to clause 12.7 in no circumstances shall the total liability of Words at Hand under or in respect of this Agreement, whether in tort (including negligence), contract, breach of statutory duty, misrepresentation, restitution or otherwise, exceed the fees paid by the Client for the Translation Task or other relevant service.
- Applicability and Integrity
13.1 This Agreement shall come into effect when the Client accepts the written quotations.
13.2 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.
13.3 This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
13.4 Each party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.
13.5 No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
13.6 If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause 11.6 shall not affect the validity and enforceability of the rest of this Agreement.