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OUR TERMS AND CONDITIONS

Welcome to our website. These terms and conditions set out the basis upon which you can visit our website and regulates how you can order services from our company online.

By using our website, and when you purchase a service from us, you accept that you have read and understood and agree to comply with these terms and conditions, which include our privacy notice.

If you disagree with any part of these terms and conditions, please do not use our website nor make any order from us.

This website is owned and operated by BRIGHTLINES TRANSLATION LIMITED incorporated and registered in England and Wales with company number 04388154 whose registered office is at Freestone House, Box Hill, Corsham, SN13 8HN

Our contact details are as follows:

  • By Post: Freestone House, Box Hill, Corsham Wiltshire SN13 8HN
  • By email: hello [at] brightlines.co.uk
  • By telephone: +44 (0) 1225 580770

AGREEMENT –  when you visit the Site or when you order from us, these Terms apply.

They have 3 parts:

  • Definitions
  • General Terms
  • Privacy Notice

DEFINITIONS

The following words have the following meanings:

We, Us, Our means BRIGHTLINES TRANSLATION LIMITED incorporated and registered in England and Wales with company number 04388154 whose registered office is at Freestone House, Box Hill, Corsham, SN13 8HN
Site, Website means www.brightlines.com
You, Your means a visitor to the Site
Account means the Account you create with us when you register with the Site.
Content means any text, graphics, images, audio, video, software, data compilations and any other form of information capable of being stored in a computer that appears on or forms part of this Site.
IP means Intellectual Property and all rights associated with the use of that Intellectual Property.
Terms means the terms and conditions contained herein
User means any person, firm or company using this Site for any purpose.

GENERAL TERMS

These Terms apply to anyone visiting the Site, whether you order from us or not.

1. YOU PROMISE US

You agree that:

  • You are over the age of 18 years.
  • You will have only one Account with us.
  • You will not pretend to be someone else when you use the Site.
  • If you link to another site through us, you will read their terms and conditions.
  • You will not use robots, spiders, scrapers or similar things on the Site.
  • You will not try to get around any things we put on the site to stop or limit access to parts of it.
  • You will not do anything that might cause our systems to crash.
  • You will not steal the site or any part of it for use in any other site or application.
  • You will not try to modify, translate, adapt, edit, decompile, disassemble or reverse engineer any  of the systems we use.
  • You will not use our trademarks and/or designs and/or layout before asking us.

2. INTELLECTUAL PROPERTY

2.1        We and our business partners own all of the IP on the Site. Neither the Site nor the Content may be be copied, duplicated, reproduced, modified, sold or used, in any way, for any purpose without our written consent.

2.2        All trademarks and logos on the Site are our property (or those of our affiliates) and are protected, where we feel it necessary, by trademark, copyright and such other protection that we feel appropriate.

3. DISCLAIMERS

3.1       We are not able to promise that the Site will work how you expect it to work. We have tried to make it function in a manner which we think will match your expectation but we are unable to guarantee that it will.

3.2       We are not able to guarantee that the Site will work with your device or will be secure.

3.3       Whilst we take reasonable precautions to ensure the accuracy of information we publish on the Site, we cannot guarantee its accuracy and suggest that, if any information is important to you, that you verify it independently.

3.4       Any advice we offer on the Site is only general in nature and may not apply to you. You must not rely on that advice when you make any decisions.

3.5       If using our Site causes your device issues, unless we have caused them deliberately or recklessly, we have no responsibility to put them right.

3.6       If you link to another site through this Site, you undertake to  make sure that the other site is safe to do so. We have no control over the sites we link to.

4. FORUMS

4.1       When using any forums we may put up on the Site you agree to abide by the following rules:

  • You must not use obscene or vulgar language.
  • Nothing you submit can be unlawful or otherwise objectionable.
  • You must not publish material which may be abusive, threatening, harassing, defamatory, racist, ageist or sexist.
  • Nothing you submit may be designed to promote violence.
  • All of your posts must be in English.
  • You must not post links to other sites which may break these rules.
  • You cannot use any forum to advertise.
  • You must not impersonate anyone else.

You may not post anything which contains any viruses, trojans, crawlers or anything else which might damage, interrogate or otherwise access our software, hardware or communications networks.

4.2       We have the absolute right to moderate all posts on the Site and to remove any post which we do not want.

4.3       When you submit a post you are warranting that you are the author of that post and that you own all rights associated with it and that we can repost it without paying or getting permission from anyone.

4.4       When viewing posts you accept that we are not the author and that any views expressed may not be our views.

4.6       If you see a post which you find objectionable, tell us as soon as you can and we will consider whether or not it should be removed.

5. AVAILABILITY OF THE SITE

5.1       We never guarantee that the Site will be available all the time and if it is not available for any reason you cannot hold us responsible for anything you lose as a result.

5.2       We have the right to change the Site and the services it offers, suspend it or stop it at any time, without compensating you.

6. LIMITATION OF LIABILITY

6.1       As far as we are allowed by law we deny liability for any losses of all kind which you incur from visiting the Site. You use the Site at your own risk.

6.2       Nothing in these Terms excludes or restricts our liability for death or personal injury, resulting from any negligence, or fraud, on our part.

7. LINKS TO OTHER WEBSITES

7.1        We do not control any of the websites we link to and are not responsible for their content. We have no liability if you lose anything when using such a site.

7.2        We are not responsible for evaluating other sites with which we may link from the Site. We have no responsibility or liability for the actions, contents, products or services of other sites. You agree to read and review the terms and conditions and privacy policies of all sites we link to.

7.3        A link to another site does not mean that we endorse or recommend that site.

7.4        We can never guarantee that a link that we offer will work.

7.5        MODIFICATIONS TO THESE TERMS AND CONDITIONS AND THE SITE

7.5.1     These Terms will change from time to time and we do not have the resources to let all our visitors know about the changes.

7.5.2     Each time you visit the Site, you agree to look at this page to see if we have changed any Terms.

7.5.3     We may change the Site as often as we choose and these Terms will still apply to any changes we make.

8. ADDITIONAL TERMS

8.1        Operative Law – This agreement under which these Terms operate is made under the laws of England and Wales and that is the only jurisdiction which can govern it.

8.2        Partnership/Joint Ventures  – We are not entering into a partnership or co-venture with you.

8.3        Effect of Agreement – These Terms supersede all previous terms and represent the entire understanding between you and us.

8.4        Time of the Essence – Time will not be of the essence in any part of these Terms.

8.5        Unenforceability – If a Court or other body says that any part of these Terms is unenforceable, the rest of them will stand.

8.6        Notices – If either you or we need to give formal notice to the other it must be done by email to the address each of us gives to the other from time to time.

8.7        Entire Agreement – These Terms contain the entire understanding between us.

 

Service Level Agreement (SLA)

This Service Level Agreement (“SLA”) forms part of our Website Terms and Conditions and applies to all services provided by Brightlines Translation Limited. By accepting a quote from Brightlines Translation Limited, you acknowledge and agree to the terms outlined in this SLA.

If you have any questions regarding this SLA, please contact us at [email protected]

 

IT IS AGREED as follows:

  1. Definitions and Interpretation

1.1       In this Agreement, unless the context otherwise requires, the following expressions have the following meanings:

 

“Business Day” means any day (other than Saturday or Sunday) on which ordinary banks are open for their full range of normal business in London;
“Commencement Date”

 

means the date on which provision of the Services will commence, as set out in sub-Clause 8.1;
“Confidential Information”

 

 

 

 

 

means, in relation to either Party, information which is disclosed to that Party by the other Party pursuant to or in connection with this Agreement (whether orally or in writing or any other medium, and whether or not the information is expressly stated to be confidential or marked as such); and
“Data Protection Legislation” means 1) unless and until EU Regulation 2016/679 General Data Protection Regulation (“GDPR”) is no longer directly applicable in the UK, the GDPR and any national implementing laws, regulations, and secondary legislation (as amended from time to time), in the UK and subsequently 2) any legislation which succeeds the GDPR.

 

 

1.2       Unless the context otherwise requires, each reference in this Agreement to:

1.2.1    “writing”, and any cognate expression, includes a reference to any communication effected by electronic or facsimile transmission or similar means;

1.2.2    a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;

1.2.3    “this Agreement” is a reference to this Agreement and each of the Schedules as amended or supplemented at the relevant time;

1.2.4    a Clause or paragraph is a reference to a clause of this Agreement (other than the Schedules) or a paragraph of the relevant Schedule; and

1.2.5    a “Party” or the “Parties” refers to the parties to this Agreement.

1.3       The headings used in this Agreement are for convenience only and will have no effect upon the interpretation of this Agreement.

1.4       The words and phrases in the left hand column of the table at the head of this Agreement will have the meaning ascribed to them in the right hand column of that table.

  1. Provision of the Services

2.1       With effect from the Commencement Date, the Supplier will, throughout the Term of this Agreement, provide the Services to the Client.

2.2       The Supplier will provide the Services with reasonable skill and care, commensurate with prevailing standards in the United Kingdom.

2.3       The Supplier will act in accordance with all reasonable instructions given to it by the Client provided that such instructions are compatible with the description of the Services.

2.4       The Supplier will be responsible for ensuring that it complies with all statutes, regulations, byelaws, standards, codes of conduct and any other rules relevant to the provision of the Services.

2.5       The Supplier will use all reasonable endeavours to accommodate any reasonable changes in the Services that may be requested by the Client, subject to the Client’s acceptance of any related reasonable changes to the Fee that may be due as a result of such changes.

2.6       The Services will be supplied in accordance with and subject to the relevant provisions shown in the Schedule to this Agreement.

  1. Client’s Obligations

3.1       The Client will use all reasonable endeavours to provide all pertinent information to the Supplier that is necessary for the Supplier’s provision of the Services.

3.2       The Client may, from time to time, issue reasonable instructions to the Supplier in relation to the Supplier’s provision of the Services.  Any such instructions should be compatible with the description of the Services.

3.3       In the event that the Supplier requires the decision, approval, consent or any other communication from the Client in order to continue with the provision of the Services or any part thereof at any time, the Client will provide the same in a reasonable and timely manner.

3.4       If any consents, licences or other permissions are needed from any third parties it will be the Client’s responsibility to obtain the same in advance of the provision of the Services (or the relevant part thereof).

3.5       If the nature of the Services requires that the Supplier has access to the Client’s premises or any other location, access to which is lawfully controlled by the Client, the Client will ensure that the Supplier has access to the same at the times to be agreed between the Supplier and the Client as required.

3.6       Any delay in the provision of the Services resulting from the Client’s failure or delay in complying with any of the provisions of this Clause 3 will not be the responsibility or fault of the Supplier.

  1. Fees, Payment and Records

4.1       The Client will pay the Deposit (if any) on the signing of this Agreement and the balance as shown in the table at the head of this Agreement.

4.2       In addition to the fees due under the terms of this Agreement, the Client will pay to the Supplier all travel expenses, rail and flight costs, taxi fares hotel costs and any other costs and expenses which the Supplier, and/or its sub-contractor/s have incurred on behalf of the Client pursuant to the Agreement.

4.3       All payments required to be made pursuant to this Agreement must be made within 14 days of the delivery of an invoice therefor in cleared funds to such bank as  the Supplier may from time to time nominate, without any set-off, withholding or deduction except such amount (if any) of tax as that Party is required to deduct or withhold by law.

4.4       Without prejudice to sub-Clause 8.3.1, any sums which remain unpaid following the expiry of the period set out in sub-Clause 4.2 will incur interest on a daily basis at 6% above the base rate of Barclays Bank PLC from time to time until payment is made in full of any such outstanding sums.

  1. Liability, Indemnity and Insurance

5.1       The Supplier will ensure that it has in place at all times suitable and valid insurance that will include public liability insurance.

5.2       In the event that the Supplier fails to perform the Services with reasonable care and skill it will carry out any and all necessary remedial action at no additional cost to the Client.

5.3       The Supplier’s total liability for any loss or damage caused as a result of its negligence or breach of this Agreement will be limited to the amount of cover available to it under the professional indemnity insurance policy it holds.

5.4       The Supplier will not be liable for any loss or damage suffered by the Client that results from the Client’s failure to follow any instructions given by the Supplier.

5.5       Nothing in this Agreement will limit or exclude the Supplier’s liability for death or personal injury.

5.6       Subject to sub-Clause 5.3 the Supplier will indemnify the Client against any costs, liability, damages, loss, claims or proceedings arising out of the Supplier’s breach of this Agreement.

5.7       The Client will indemnify the Supplier against any costs, liability, damages, loss, claims or proceedings arising from loss or damage caused by the Client or its agents or employees, including any loss sustained by the Supplier for dealing with any material supplied by the Client which has been supplied in breach of the intellectual property rights of the owner of that material and the Client warrants that it has the unfettered right to use such material.

5.8       Neither Party will be liable to the other or be deemed to be in breach of this Agreement by reason of any delay in performing, or any failure to perform, any of that Party’s obligations if the delay or failure is due to any cause beyond that Party’s reasonable control.

  1. Confidentiality

6.1       Each Party undertakes that, except as provided by sub-Clause 6.2 or as authorised in writing by the other Party, it will, at all times during the continuance of this Agreement and after its termination:

6.1.1    keep confidential all Confidential Information;

6.1.2    not disclose any Confidential Information to any other party;

6.1.3    not use any Confidential Information for any purpose other than as contemplated by and subject to the terms of this Agreement;

6.1.4    not make any copies of, record in any way or part with possession of any Confidential Information; and

6.1.5    ensure that none of its directors, officers, employees, agents, sub-contractors or advisers does any act which, if done by that Party, would be a breach of the provisions of sub-Clauses 6.1.1 to 6.1.4 above.

6.2       Either Party may:

6.2.1    disclose any Confidential Information to:

6.2.1.1  any sub-contractor or supplier of that Party;

6.2.1.2  any governmental or other authority or regulatory body; or

6.2.1.3  any employee or officer of that Party or of any of the aforementioned persons, parties or bodies, to such extent only as is necessary for the purposes contemplated by this Agreement (including, but not limited to, the provision of the Services), or as required by law.  In each case that Party will first inform the person, party or body in question that the Confidential Information is confidential and (except where the disclosure is to any such body under sub-Clause 6.2.1.2 or any employee or officer of any such body) obtaining and submitting to the other Party a written confidentiality undertaking from the party in question. Such undertaking should be as nearly as practicable in the terms of this Clause 6, to keep the Confidential Information confidential and to use it only for the purposes for which the disclosure is made; and

6.2.2    use any Confidential Information for any purpose, or disclose it to any other person, to the extent only that it is at the date of this Agreement, or at any time after that date becomes, public knowledge through no fault of that Party. In making such use or disclosure, that Party must not disclose any part of the Confidential Information that is not public knowledge.

6.3       The provisions of this Clause 6 will continue in force in accordance with their terms, notwithstanding the termination of this Agreement for any reason.

  1. Force Majeure

No Party to this Agreement will be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party. Such causes include, but are not limited to: power failure, internet supplier failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the Party in question.

  1. Term and Termination

8.1       This Agreement will come into force on the Commencement Date and will continue for the Term or, if no Term is specified, until the Supplier has completed the Services subject to the provisions of this Clause 8.

8.2       The Supplier may terminate this Agreement by giving to the Client not less than one month’s written notice, to expire at any time.

8.3       Either Party may immediately terminate this Agreement by giving written notice to the other Party if:

8.3.1    any sum owing to that Party by the other Party under any of the provisions of this Agreement is not paid within 28 Business Days of the due date for payment;

8.3.2    the other Party commits any other breach of any of the provisions of this Agreement and, if the breach is capable of remedy, fails to remedy it within 28 Business Days after being given written notice giving full particulars of the breach and requiring it to be remedied;

8.3.3    an encumbrancer takes possession, or where the other Party is a company, a receiver is appointed, of any of the property or assets of that other Party;

8.3.4    the other Party makes any voluntary arrangement with its creditors or, being a company, becomes subject to an administration order (within the meaning of the Insolvency Act 1986);

8.3.5    the other Party, being an individual or firm, has a bankruptcy order made against it or, being a company, goes into liquidation (except for the purposes of bona fide amalgamation or re-construction and in such a manner that the company resulting therefrom effectively agrees to be bound by or assume the obligations imposed on that other Party under this Agreement);

8.3.6    anything analogous to any of the foregoing under the law of any jurisdiction occurs in relation to the other Party;

8.3.7    that other Party ceases, or threatens to cease, to carry on business; or

8.3.8    control of that other Party is acquired by any person or connected persons not having control of that other Party on the date of this Agreement.  For the purposes of this Clause 8, “control” and “connected persons” will have the meanings ascribed thereto by Sections 1124 and 1122 respectively of the Corporation Tax Act 2010.

8.4       For the purposes of sub-Clause 8.3.2, a breach will be considered capable of remedy if the Party in breach can comply with the provision in question in all respects.

8.5       The rights to terminate this Agreement given by this Clause 8 will not prejudice any other right or remedy of either Party in respect of the breach concerned (if any) or any other breach.

  1. Effects of Termination

Upon the termination of this Agreement for any reason:

9.1       any sum owing by either Party to the other under any of the provisions of this Agreement will become immediately due and payable and such sums shall include a payment to the Supplier for work completed but not invoiced;

9.2       all Clauses which, either expressly or by their nature, relate to the period after the expiry or termination of this Agreement will remain in full force and effect;

9.3       termination will not affect or prejudice any right to damages or other remedy which the terminating Party may have in respect of the event giving rise to the termination or any other right to damages or other remedy which any Party may have in respect of any breach of this Agreement which existed at or before the date of termination;

9.4       subject as provided in this Clause 9 and except in respect of any accrued rights, neither Party will be under any further obligation to the other; and

9.5       each Party will (except to the extent referred to in Clause 6) immediately cease to use, either directly or indirectly, any Confidential Information, and will immediately return to the other Party any documents in its possession or control which contain or record any Confidential Information.

  1. Data Protection

10.1     All personal information that the Supplier may use will be collected, processed, and held in accordance with the provisions GDPR and the Client’s rights under GDPR.

10.2     The Supplier’s policies for collection, processing, storage, and retention of personal data including, but not limited to, the purpose(s) for which personal data is used, the legal basis or bases for using it, details of the Client’s rights and how to exercise them, and personal data sharing (where applicable), are noted in the Supplier’s Privacy Notice (available on request).

  1. Data Processing

11.1     In this Clause 11, “personal data”, “data subject”, “data controller”, “data processor”, and “personal data breach” will have the meaning defined in Article 4, GDPR.

11.2     The Parties hereby agree that they will both comply with all applicable data protection requirements set out in the Data Protection Legislation. This Clause 11 will not relieve either Party of any obligations set out in the Data Protection Legislation and does not remove or replace any of those obligations.

11.3     For the purposes of the Data Protection Legislation and for this Clause 11, the Supplier is the “Data Processor” and the Client is the “Data Controller”.

11.4     The type(s) of personal data, the scope, nature and purpose of the processing, and the duration of the processing will be communicated by the Client to the Supplier on or before the Commencement Date.

11.5     The Data Controller will ensure that it has in place all necessary consents and notices required to enable the lawful transfer of personal data to the Data Processor for the purposes described in this Agreement.

11.6     The Data Processor will, with respect to any personal data processed by it in relation to its performance of any of its obligations under this Agreement:

11.6.1   process the personal data only on the written instructions of the Data Controller unless the Data Processor is otherwise required to process such personal data by law. The Data Processor will promptly notify the Data Controller of such processing unless prohibited from doing so by law;

11.6.2   ensure that it has in place suitable technical and organisational measures (as approved by the Data Controller) to protect the personal data from unauthorised or unlawful processing, accidental loss, damage or destruction. Such measures will be proportionate to the potential harm resulting from such events, taking into account the current state of the art in technology and the cost of implementing those measures;

11.6.3   ensure that any and all staff with access to the personal data (whether for processing purposes or otherwise) are contractually obliged to keep that personal data confidential;

11.6.4   not transfer any personal data outside of the European Economic Area without the prior written consent of the Data Controller and only if the following conditions are satisfied:

11.6.4.1 the Data Controller and/or the Data Processor has/have provided suitable safeguards for the transfer of personal data;

11.6.4.2 affected data subjects have enforceable rights and effective legal remedies;

11.6.4.3 the Data Processor complies with its obligations under the Data Protection Legislation, providing an adequate level of protection to any and all personal data so transferred; and

11.6.4.4 the Data Processor complies with all reasonable instructions given in advance by the Data Controller with respect to the processing of the personal data.

11.6.5   assist the Data Controller, at the Data Controller’s cost, in responding to any and all requests from data subjects in ensuring its compliance with the Data Protection Legislation with respect to security, breach notifications, impact assessments, and consultations with supervisory authorities or regulators (including, but not limited to, the Information Commissioner’s Office);

11.6.6   notify the Data Controller without undue delay of a personal data breach;

11.6.7   on the Data Controller’s written instruction, delete (or otherwise dispose of) or return all personal data and any and all copies thereof to the Data Controller on termination of this Agreement unless it is required to retain any of the personal data by law; and

11.6.8   maintain complete and accurate records of all processing activities and technical and organisational measures implemented necessary to demonstrate compliance with this Clause 11 and to allow for audits by the Data Controller and/or any party designated by the Data Controller.

11.7     The Data Processor will not sub-contract any of its obligations to a sub-processor with respect to the processing of personal data under this Clause 11 without the prior written consent of the Data Controller (such consent not to be unreasonably withheld). In the event that the Data Processor appoints a sub-processor, the Data Processor will:

11.7.1   enter into a written agreement with the sub-processor, which will impose upon the sub-processor the same obligations as are imposed upon the Data Processor by this Clause 11 and which will permit both the Data Processor and the Data Controller to enforce those obligations; and

11.7.2   ensure that the sub-processor complies fully with its obligations under that agreement and the Data Protection Legislation.

  1. Intellectual Property

Upon receipt in full by the Supplier of all sums due under this Agreement, the copyright and any and all other Intellectual Property Rights subsisting in any and all materials created by the Supplier in the course of providing the Services shall be deemed to be assigned to the Client and the Supplier shall be deemed to have waived all moral rights in respect of such work arising out of Chapter IV of the Copyright, Designs and Patents Act 1988.

  1. No Waiver

No failure or delay by either Party in exercising any of its rights under this Agreement will be deemed to be a waiver of that right, and no waiver by either Party of a breach of any provision of this Agreement will be deemed to be a waiver of any subsequent breach of the same or any other provision.

  1. Invoice Payment and Feedback

If the client does not provide feedback or amendments within 7 working days of receiving the initial deliverables, the invoice for the project will be considered accepted and due for payment in full.

Additionally, if at any point during the project, the client takes longer than 7 working days to provide feedback or direction, we reserve the right to invoice for the services already supplied up to that point.

  1. Further Assurance

Each Party will execute and do all such further deeds, documents and things as may be necessary to carry the provisions of this Agreement into full force and effect.

  1. Costs

Subject to any provisions to the contrary, each Party to this Agreement will pay its own costs of and incidental to the negotiation, preparation, execution and carrying into effect of this Agreement.

  1. Set-Off

Neither Party will be entitled to set-off any sums in any manner from payments due or sums received in respect of any claim under this Agreement or any other agreement at any time.

  1. Assignment and Sub-Contracting

18.1     Subject to sub-Clause 17.2, this Agreement is personal to the Parties. Neither Party may assign, mortgage, charge (otherwise than by floating charge) or sub-license or otherwise delegate any of its rights hereunder, or sub-contract or otherwise delegate any of its obligations hereunder without the written consent of the other Party, such consent not to be unreasonably withheld.

18.2     Subject to the provisions of Clause 11, the Supplier will be entitled to perform any of the obligations undertaken by it through any other member of its group or through suitably qualified and skilled sub-contractors. Any act or omission of such other member or sub-contractor will, for the purposes of this Agreement, be deemed to be an act or omission of the Supplier.

  1. Time

The Parties agree that all times and dates referred to in this Agreement will be of the essence of this Agreement.

  1. Relationship of the Parties

Nothing in this Agreement will constitute or be deemed to constitute a partnership, joint venture, agency or other fiduciary relationship between the Parties other than the contractual relationship expressly provided for in this Agreement.

  1. Non-Solicitation

21.1     Neither Party will, for the Term of this Agreement and for a period of 12 months after its termination or expiry, employ or contract the services of any person who is or was employed or otherwise engaged by the other Party at any time in relation to this Agreement.

21.2     Neither Party will, for the term of this Agreement and for a period of 12 months after its termination or expiry, solicit or entice away from the other Party any customer or client where any such solicitation or enticement would cause damage to the business of that Party.

  1. Third Party Rights

22.1     No part of this Agreement is intended to confer rights on any third parties and accordingly the Contracts (Rights of Third Parties) Act 1999 will not apply to this Agreement.

22.2     Subject to this Clause 21 this Agreement will continue and be binding on the transferee, successors and assigns of either Party as required.

  1. Notices

23.1     All notices under this Agreement will be in writing and be deemed duly given if signed by, or on behalf of, a duly authorised officer of the Party giving the notice.

23.2     Notices will be deemed to have been duly given:

23.2.1   when delivered, if delivered by courier or other messenger (including registered mail) during normal business hours of the recipient; or

23.2.2   when sent, if transmitted by facsimile or e-mail and a successful transmission report or return receipt is generated; or

23.2.3   on the fifth business day following mailing, if mailed by national ordinary mail, postage prepaid; or

23.2.4   on the tenth business day following mailing, if mailed by airmail, postage prepaid.

In each case notices will be addressed to the most recent address, e-mail address, or facsimile number notified to the other Party.

  1. Entire Agreement

24.1     This Agreement contains the entire agreement between the Parties with respect to its subject matter and may not be modified except by an instrument in writing signed by the duly authorised representatives of the Parties.

24.2     Each Party acknowledges that, in entering into this Agreement, it does not rely on any representation, warranty or other provision except as expressly provided in this Agreement, and all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

  1. Counterparts

This Agreement may be entered into in any number of counterparts and by the Parties to it on separate counterparts each of which when so executed and delivered will be an original, but all the counterparts together will constitute one and the same instrument.

  1. Severance

In the event that one or more of the provisions of this Agreement is found to be unlawful, invalid or otherwise unenforceable, that / those provision(s) will be deemed severed from the remainder of this Agreement. The remainder of this Agreement will be valid and enforceable.

  1. Law and Jurisdiction

27.1     This Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) will be governed by, and construed in accordance with, the laws of England and Wales.

27.2     Any dispute, controversy, proceedings or claim between the Parties relating to this Agreement (including any non-contractual matters and obligations arising therefrom or associated therewith) will fall within the jurisdiction of the courts of England and Wales.

The Schedule

Service Specific Terms

 

  1. Translation/Copywriting

1.1       The Supplier undertakes to use its best endeavours to produce an accurate and idiomatic translation of the original text or original copy from the brief supplied. The Client must accept that a translation may read differently from good original writing.

1.2       No liability is accepted by the Supplier for an alleged lack of advertising or sales impact and the Supplier shall not be under any obligation to indicate or correct errors or omissions in any materials supplied by the Client for the purposes of translation or interpreting.

1.3       The Supplier shall not be liable for errors in conversion from one system of measurement to another, for transliteration of names and other proper nouns from one script to another or for translation of abbreviations, neither shall the Supplier be liable for errors resulting from illegibility of any materials supplied by the Client or for any consequent loss or damage thereupon.

1.4       The Supplier will ensure that the translators/copywriters adhere to tone of voice guidelines, glossaries and other reference material supplied when carrying out the Services.

1.5       Although all personnel used by the Supplier are highly skilled and have the necessary requirements to provide the Services, translation/copywriting is not an exact science and many words can be used to express the same meaning. The Supplier will not therefore be liable for personal preference variations or customer-preferred terminology.

1.6       Additional charges may be incurred if the Client wishes to incorporate its preferred terms in the final document.

  1. Search Engine Optimisation (SEO)

2.1       Unless otherwise agreed, the Supplier will not incur any charges on behalf of the Client, including (but not limited to) the costs of a pay-per-click campaign.

2.2       The Client will grant the Supplier full access to the systems upon which the SEO is to be placed and allow it directly to upload the changes needed to provide the Service.

2.3       The Client understands and acknowledges that results for SEO cannot be guaranteed by the Supplier, that ranking positions can change as a result of policy changes made by the search engines and that any changes made by the Client to the website for which the services are being provided may alter ranking positions.

  1. Interpreting

3.1       If the Supplier is required to undertake any interpreting services for the Client, and in addition to all other fees which may be appropriate, the Client will, if it cancels the Contract, for any reason, pay the following fee to the Supplier:

3.2       Cancellation of interpreting jobs of 1 hour to half a day:
– 5 days notice or less = 100% of interpreting fees
– 5 – 10 days notice = 50% of interpreting fees

3.3       Cancellation of jobs of 1 day to 5 days:
– 15 days notice or less = 100% of interpreting fees
– 15 – 20 days notice = 50% of interpreting fees

3.4       Please note that these terms may differ depending on the interpreter who has been booked and the size of the job

  1. Voice Over

4.1       If the Supplier is required to undertake any voice over services for the Client, and in addition to all other fees which may be appropriate, the Client will, if it cancels the Contract, for any reason, pay the following fee to the Supplier:

4.2       Cancellation of voice over jobs once the Client has agreed on the fee, artist and timescale:
– 3 days notice or less = 100% of voice over fees
– 4 – 10 days notice = 50% of voice over fees

4.3       Script Reading Samples: Each VO project includes one script reading sample per language. Additional script reading samples will be charged at our standard hourly rate.

4.4       VO Amendments: One round of amendments for changes to tone and style is included in the project.

4.5       Any script changes will incur an additional charge at our hourly rate. Substantial script changes may be billed as an additional project, subject to scope and agreement.

4.6       Production/Direction Meetings: Meetings for production and direction purposes are chargeable at our standard hourly rate, with a minimum charge of one hour.

4.7       Change of Voice Over (VO) Artist: If the client wishes to change the agreed-upon VO artist for any reason, a new selection fee will be charged at our standard hourly rate, with a minimum charge of one hour.

  1. Other Services

5.1       The editing undertaken by the Supplier will relate only to the text it has assisted with and will extend to no other editing.

5.2       The Supplier will comply with the written instructions it has received from the Client and any alterations to those instructions may incur additional fees.

5.3       All video output will be in the form agreed when the Agreement was made; any request for alternative formats may incur additional fees.