TransABC's terms of service

Last updated: 21 November 2011.

1. Definitions
1.1 'Client' shall mean the individual, firm or legal entity ordering the Services from the Company.

1.2 'Company' shall mean TransABC Translation Services.

1.3 'Conditions' means the terms and conditions as set out in this document.

1.4 'Deliverables' means the final version of the Source Materials provided by the Company to the Client.

1.5 'Services' shall mean the services specified on the written quotation that the Client will be sent once the Client has submitted all Source Materials necessary for the Company to deliver such a quotation.

1.6 'Source Material' means the document or documents, or other materials, provided to the Company by the Client for the purpose of carrying out Services agreed to in writing by the Company.

2. General
2.1 These Conditions shall apply to all contracts for the provision of Services by the Company to the Client and shall apply to the exclusion of all other terms and conditions. Any variation of these Conditions must be confirmed in writing by the Principal of the Company.

2.2 Information provided on the Company's website, or in any other published material, is intended to be for descriptive purposes only, and is not intended to form any part of this contract.

2.3 All orders for Services shall be deemed to be pursuant to these Conditions.

2.4 If any provision of these Conditions (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed not to form part of the Conditions, and the validity and enforceability of the other provisions of the Conditions shall not be affected.

2.5 All headings shall be ignored in interpretation.

3. Payment and delivery
3.1 A binding contract shall come into existence upon approval in any form whatsoever by the Client of any written quotation provided to the Client by the Company. The Company assumes that the person who has approved the written quotation is duly authorised on the Client's behalf to do so. Such approval shall be deemed conclusive evidence of the Client's acceptance of these Conditions.

3.2 The contract price is, unless the contrary is expressly agreed in writing, exclusive of value added tax and any other taxes or duties which the Company may require to collect or pay in respect of the contract subject matter.

3.3
a. Unless otherwise agreed in writing by the Company, payment in full is due within either the timescale stated on any quotation or estimate or within 30 days of the date of invoice whichever is the earlier date.

b. Interest will be charged monthly on all overdue amounts at the rate of 5% above the base lending rate, calculated from the date of invoice, or £10.00, whichever is the greater amount.

c. Any discounted price offered is strictly conditional upon full payment being received in accordance with this clause 3.3(a) above. If full payment is not made within this time the difference between the non-discounted price and the discounted price will be additionally invoiced to the Client by the Company. This invoice will have the same date of invoice as the original invoice, and interest will be charged on both invoices from the date of invoice until payment is made in full including any interest charged.

3.4 The Client is to be solely responsible for making full payment for the Services provided by the Company. Collection of related payments from any third party is a private matter of the Client and shall not affect the Client's responsibility for payment to the Company.

3.5 Times stated for delivery of any Deliverables by the Company whether in writing or orally are only bona fide estimates which the Company will use its reasonable endeavours to achieve but the Company cannot guarantee the same and no liability shall attach to the Company in the event of delivery being delayed. Delay shall in no circumstances amount to or be deemed to be a breach of contract, neither shall the Client be entitled to treat the contract as repudiated by reason of the delay.

3.6 Delivery is deemed to have taken place on posting, delivery to a carrier, or after transmitting the Deliverables by email or any other electronic means including but not limited to fax, and the full risk shall pass to the Client.

3.7 Subject to 3.7 below, in the event that the Company is unable to fulfil its obligations under the contract, the Company will refund the amount paid by the Client in full without incurring any further liability including, but not limited to, for non-performance or otherwise.

3.8 If Services are commissioned and subsequently cancelled, the Client shall pay the Company either a sum equal to 33% of the complete fee, or a sum equal to the proportion of the complete fee to which the work completed relates plus a further sum charged on a time basis for preliminary research, administration and enquiries, whichever is the greater.

3.9 The Company's quotations are given on the basis of the Client's description of the Source Material, the purpose of the Services, and any other instructions. Any quotation provided by the Company for Services is also conditional on the accuracy and adequacy of the Client's description of the Source Material, the purpose of the Services, and any other instructions.

3.10 A quotation will remain open for a period of 21 days from the date of the quotation.

3.11 The Company operates a strict no refund policy due to the individual and particularized nature of the Services provided. The Client agrees to be bound by this.

4. Client obligations
4.1 All Source Material must be suitable for the purpose of the Services, and must be delivered to the Company in such format and at such time as the Company shall specify. Any pricing figures supplied by the Company where full sight of Source Material has not been granted is only an estimate of costs which may be subject to revision upon review of the complete Source Material. Similarly, any quotation supplied by the Company is deemed an estimate and may be subject to revision if the Services on which the quotation was based differ in any way from the Services ordered.

4.2 It is the Client's obligation to supply the Company with the material to be translated, typeset, electronically published or printed in a legible form. In the event that the material supplied by the Client is not clearly legible, and the Client not rectifying this state of affairs, the Company shall at its discretion decline to undertake or complete the work in which case the Company shall not be liable for non-completion of the work or for any consequent loss or damage thereby caused.

4.3 Any amendments or additions to the Source Material must be delivered to the Company clearly indicating how such amendments or additions relate to the previously submitted Source Material.

4.4 The Company reserves the right to amend the quotation price at its sole discretion for incorporating such amendments or additions into the Services which the Company will notify the Client of at the time any amendments or additions are submitted to it. By submitting any such amendments or additions to the Source Material the Client agrees that it will pay the increase, if any, in the quotation price for their incorporation.

4.5 The Client represents and warrants that it either owns or is a licensee of the Source Material, and that the Company in performing the Services and/or producing the Deliverables will not infringe any copyright, trademark, patent, or any other proprietary right of any kind of any third party.

5. Company obligations
5.1 The Company shall provide the Services using reasonable skill and care in accordance with the standards of the industry.

5.2 The Company shall use reasonable skill and care in selecting personnel used in providing the Services.

5.3 The Company makes no warranty that the Deliverables will not infringe any copyright, trademark, patent, or any other proprietary right of any kind of any third party.

5.4 The Company shall not be liable to the Client for innocent or negligent misrepresentation by virtue of any statement made by or on behalf of the Company prior to the formation of the relevant contract between the Company and the Client.

5.5 The Company does not warrant that the Services will meet any specific requirements, and nor does the Company warrant as to the accuracy, correctness or reliability of the Services.

6. Error reporting
6.1 The Client must notify the Company of any error or fault in relation to the Deliverables within 5 days of delivery of the same. After such time the Company will not be liable in relation to any such error or fault.

6.2 Without prejudice to the above, in the event of any error or fault in the Deliverables, the Client must allow the Company the opportunity to make good such error or fault. Unreasonable failure to do so will amount to a waiver of any related defence, claim or set-off against the Company.

6.3 At the discretion of the Company, The Company will correct the following errors without further charge to the Client, should they be notified in accordance with clause 6.1 above: outright mistranslation, omission, typographical error, grammatical mistake, or non-adherence to any approved glossary or reference work.

6.4 Whilst every attempt is made to ensure any Deliverables supplied by the Company are accurate, no guarantee is given in that regard and the Company shall not be held liable for any consequential loss or damage caused by any inaccuracy or difference of interpretation. This includes translations, typesetting, internet publishing or printed material. The Company and the Client understand that the Services provided are not an exact science and no two editors/translators will edit/translate any text in the same way as the other.

6.5 The Company shall be under no obligation to indicate or correct any errors of whatever nature in any Source Material supplied to the Company by the Client for the purpose of providing the Services and shall not be held liable for any consequent loss or damage thereby caused.

7. Liability
7.1 The Company shall be liable for death or personal injury caused by its negligence but subject to that in no circumstances will the Company incur any liability of any kind or nature whether in contract or tort or otherwise for any direct or indirect loss (including but not limited to loss of profits, loss of business, depletion of goodwill and/or similar losses, loss of anticipated savings, loss of goods, loss of contract, loss of use or any other consequential or pure economic loss) arising out of the use of the Services by the Client or the late delivery of any of the Deliverables.

7.2 Without prejudice to the above, the Company's total liability to the Client shall be limited to the price paid for the Services.

8. Confidentiality
8.1 Subject to the terms of the privacy statement on the Company's website the Company agrees that the Client's use of its Services will be kept completely confidential and that their personal or other details will never knowingly be revealed to any third parties, save insofar as is necessary for the performance of the Services.

8.2 If in the course of the supply of the Services the Company makes available to the Client any know-how or information including the identity of its suppliers or sub-contractors the Client shall treat such know-how or information as confidential and shall not use such know-how or information or disclose the same to any third party.

9. Intellectual property rights
All Deliverables and title to any copyright or other intellectual property embodied in them provided by the Company to the Client shall remain the property (but not the risk) of the Company until the Client has paid for the Services in full and without deduction or set off.

10. Indemnity
The Client shall indemnify, defend and hold harmless the Company, its owners, directors, officers, employees, representatives, agents, successors and assigns from and against any and all losses, damages, costs and expenses, including all legal fees resulting from, arising out of, or incident to, any suit, claim or demand based on: (i) the performance of any contract under these Conditions by either party; (ii) the Client's breach of the covenants, representations and warranties made by the Client in these Conditions; (iii) the manufacture, advertisement, promotion, sale or distribution of any items by the Client; (iv) any taxes, duties, levies, tariffs, or like fees that may be imposed by any government or collection authority upon the manufacture, advertisement, promotion, use, import, licensing or distribution of the Source Material or Deliverables; and/or (v) any costs, claims, actions and/or demands that any element of the Deliverables infringes any copyright, trademark, patent or other proprietary rights.

11. Waiver
A waiver or variation of any Conditions is only effective if it is confirmed in writing by the Principal of the Company and applies only to that particular transaction or quotation for which it is given.

11.2 No failure or delay by the Company in exercising any right or remedy under the contract or by law shall constitute a waiver of that (or any other) right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that (or any other) right or remedy.

12. Events beyond the Company's reasonable control
Without prejudice to any other clauses in these Conditions, yhe Company will not be held responsible for any delay or failure to comply with its obligations under these Conditions if the delay or failure arises from any acts, events, omissions or accidents which is beyond its reasonable control.

13. Assignments
The Client will not assign its rights or obligations, including but not limited to payment, under these Conditions without the prior written consent of the Company.

14. Third party rights
A person who is not party to this contract shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of these Conditions.

15. Termination
15.1 The Company may terminate the contract immediately by notice in the event of the Client's failure to make the due payments for the Services without deduction or set off on the due date.

15.2 In the event of the Company terminating the contract for any reason, the Client shall immediately pay to the Company all sums due under the Contract without deduction or set off.

15.3 If the Client cancels, reduces in scope or frustrates (by an act or omission on its part, or any third party relied upon by the Client) the contract, the full price for the Services shall remain payable unless otherwise agreed in advance. Any Source Material provided to the Company, and Deliverables produced by the Company, under the contract shall be made available to the Client on termination of the contract subject to full payment for the Services.

15.4 The Company shall be entitled to terminate the Contract immediately by notice to the Client if:
a. The Client makes any voluntary arrangement with its creditors or (being an individual or firm) become bankrupt or (being a company) become subject to an administrative order or go into liquidation, or an encumbrance takes possession or a receiver is appointed over any of its property or assets, or the Client ceases or threatens to cease business, or an equivalent or analogous event occurs in any other jurisdiction.

b. Any termination of the contract shall not prejudice any rights or remedies which may have accrued to either party.

15.5 In the event of termination of the contract the Company shall not be liable for non-completion of any Services or for any consequent loss or damage thereby caused in accordance with clause 7.1 of these Conditions.

16. Amendments to the Conditions or Services
The Company reserves the right to make changes to these Conditions and to any Services without notice. The Client's contract with the Company will be subject to the Conditions at the time of acceptance of any quotation provided to it by the Company, unless any change to any Conditions is required to be made by law or government authority.

17. Governing law
The contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, the law of England.

Last updated: 21 November 2011.

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