supply of services

Terms & Conditions

The Client’s attention is particularly drawn to Clause 13

  1. Definitions

Company           means Archetype Translations Ltd of 483 Green Lanes, London N13 4BS UK.

Client                  the person or organisation who buys or agrees to buy the Services from the Company.

Conditions         the terms and conditions of sale as set out in this document and any special terms and conditions agreed in writing by the Company.

Price                    the price for the Services, excluding VAT.

Force Majeure Event                 has the meaning set out in clause 15.

Intellectual Property Rights   all copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Order                                            the Client’s order for the supply of Services, as set out in the Client’s purchase order form or the Client’s written acceptance of the Company’s quotation or overleaf, as the case may be.

Services                                        the services supplied by the Company to the Client, including any combination of written or oral translation, revision, proofreading, proofing, reviewing, editing, amendment, desktop publishing, transcription, voice-over recording or any other service requested and approved by the Company.

  1. Conditions

1.1      These Conditions shall form the basis of the contract between the Company and the Client in relation to the sale of Services, to the exclusion of all other terms and conditions including the Client’s standard conditions of purchase or any other conditions which the Client may purport to apply under any purchase order or confirmation of order or any other document.

1.2      All orders for Services shall be deemed to be an offer by the Client to purchase Services from the Company pursuant to these Conditions.  

1.3      Acceptance of delivery of the Services or commencement of the Services shall be deemed to be conclusive evidence of the Client’s acceptance of these Conditions.

1.4      These Conditions may not be varied except by the written agreement of the Company.

1.5      These Conditions represent the whole of the agreement between the Company and the Client. They supersede any other conditions previously issued.

  1. Price

2.1      The Price shall be the price quoted on the Client’s Purchase Order or the Company’s Quotation. 

  1. Payment and Interest

3.1      Payment of the Price and VAT shall be due within 30 days (22 business days) of the date of the Company’s invoice, or as otherwise agreed.

3.2      Interest on overdue invoices shall accrue from the date when payment becomes due calculated on a daily basis until the date of payment at the rate of 8% per annum above the Bank of England base rate from time to time in force. Such interest shall accrue after as well as before any judgment.

3.3      The Client shall pay all accounts in full and not exercise any rights of set-off or counter-claim against invoices submitted by the Company.

3.4      The Client shall not be entitled to withhold or delay payment of any amount payable to the Company on account of any third party withholding payment to the Client.

3.5      In the case of disputes, where possible, part-payment will be made in line with normal payment terms, subject to the nature and extent of the dispute.

  1. Warranties

4.1      The Company warrants that from the commencement of the Services, the  Services shall:

4.1.1    conform with their description;

4.1.2    be fit for any purpose held out by the Company; and

4.1.3    be carried out in accordance with the Supply of Goods and Services Act 1982.

  1. Supply of Services

5.1      The Company shall provide the Services to the Client.

5.2      Technical considerations may dictate variations between original and translated documents. The Company will seek the closest match practicable between the layouts (including formatting, typesetting and printing) of the original and the translation documents.

5.3      The Company will use its best judgment in the selection of terminology in relation to the context of the original document. Any amendments requested of a preferential or stylistic nature will be paid for by the Client at the prevailing hourly rate.

5.4      The Company shall correct free of charge any indisputable mistranslation, grammatical mistake, omission, or typographical error. The Company’s sole obligation with respect to errors shall be the obligation to correct the translation at no cost to the Client.

5.5      Subject to the Client delivering the work to the Company as agreed, it is the responsibility of the Company to ensure that the work reaches the Client by the deadline, complete in chronological format and in the required medium (hard copy, compact disc, fax, email or web upload). Any deadline adjusted during the course of the project must be confirmed in writing and agreed by both the Client and Company. Unless otherwise specified, the deadline shall mean up to Midnight GMT on the date specified in the Order.

5.6      The Company shall use all reasonable endeavours to complete the Services by the deadline, but shall not be held responsible for delays in completion caused by events beyond its control. For the avoidance of doubt, time alone shall not be of the essence for the performance of the Services. The Company reserves the right to advise the Client of changes to the timescale for completion of any Services where it is unavoidable, and accepts no liability for any loss or damage which may be suffered by other parties as a direct or indirect result of a change in the delivery date.

  1. Subcontracts

6.1      The Company may subcontract any or all of the translation work to be performed but, subject to the exclusive remedies and limitations of liability set forth in these Terms and Conditions, it shall retain responsibility for the work that is subcontracted.

  1. Client’s obligations

7.1      The Client shall:

7.1.1    ensure that the terms of the Order are complete and accurate;

7.1.2    co-operate with the Company in all matters relating to the Services;

7.1.3    provide the Company with such information and materials as the Company may reasonably require to supply the Services, and ensure that such information is accurate in all material respects; 

7.1.4    obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;

7.1.5    keep and maintain all materials, equipment, documents and other property of the Company (Company Materials) at the Client’s premises in safe custody at its own risk, maintain the Company Materials in good condition until returned to the Company, and not dispose of or use the Company Materials other than in accordance with the Company’s written instructions or authorisation.

7.2      If the Company’s performance of any of its obligations in respect of the Services is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation (Client Default):

7.2.1    the Company shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations to the extent the Client Default prevents or delays the Company’s performance of any of its obligations;

7.2.2    the Company shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from the Company’s failure or delay to perform any of its obligations as set out in this clause 7.2; and

7.2.3    the Client shall reimburse the Company on written demand for any costs or losses sustained or incurred by the Company arising directly or indirectly from the Client Default.

  1. Use of Services

8.1      The Client warrants that the Services will be used for its own internal purposes and not for re-sale without the Company’s prior permission.

8.2      The following uses of the Services are strictly prohibited: the creation or transmission of any message or other material which constitutes an infringement of any patent, copyright, trademark or other intellectual property right; an unauthorized disclosure of a trade secret; the transfer of any information or technology abroad in violation of any applicable law or regulation, such as the Data Protection Act 1998; or other criminal or other prohibitions regarding obscene, threatening, harassing, pornographic, discriminatory or other prohibited messages; a libellous or slanderous statement; or a violation of any other applicable legislation.

8.3      The Client agrees to defend and indemnify the Company, its affiliates, and their respective successors and to hold them harmless from any claim or action whatsoever arising from the use of the Services in any manner prohibited by this Section.

8.4      The Client agrees to indemnify and hold the Company, its affiliates, and their respective successors harmless from any and all losses, claims, damages, expenses or liabilities (including reasonable solicitor’s fees) which the Company may incur based on material furnished, prepared or approved by the Client for use by the Company in the work performed under this Contract.

8.5      The Client agrees not to contract directly a Company’s employee, subcontractor, translator or interpreter for a period of 12 months after either use of the Company’s Services or termination of the Contract with the Company. Any infringement of this clause will incur a penalty for the Client equivalent to the value of 12 months of Orders, to be calculated on the total value of 12 months of invoiced use of Services.

8.6      The Company reserves the right in its absolute discretion to refuse to perform any Services.

  1. Cancellations, Reschedules, Amendments

9.1      The Client shall be responsible for fees for the Services rendered or work in progress prior to the effective date of the termination. For cancelled translation jobs, 50% of the Order total is payable within one business day from the Order date, 100% after one business day from the Order date.

9.2      For rescheduled/on-hold translations, a £50 re-booking fee becomes payable and added to the invoice to cover the administration costs involved in stopping and reprocessing the translation. Translations which have been put on hold by the Client for whatever reason are allowed a grace period of 5 business days after which the translation must be resumed. Should the Company not receive instructions to resume the translation within the grace period, the translation will be automatically cancelled and full invoice issued.

9.3      The Company shall bear no responsibility whatsoever as to any changes in the translation made by the Client or any third party after completion. The Company shall also bear no responsibility whatsoever as to any translation or interpreting work carried out by third parties (including other translators / interpreters or agencies) in respect of a work project undertaken and completed by the Company.

  1. Complaints, Reviews and Refunds

10.1     The Company aims to provide a flawless service and takes every care and will use reasonable endeavours to ensure that the Services are provided in accordance in all material respects with the Order. Where applicable, the Company aims to redress the situation immediately, free of charge, and within 30 days from the delivery date of translation or interpretation by rectifying any errors and doing everything the Company possibly can to remedy the situation.

10.2     The Company cannot accept any responsibility or complaints for any jobs after 30 days.

10.3     All invoices issued will still need to be paid regardless of whether a complaint or review is pending. In case the Company was not able to perform the job to the Client’s satisfaction and after the Company having given a chance to rectify the situation, a full or partial refund of the Invoice amount may be made to the Client.

  1. Privacy of Information and Communications

11.1     In providing the Services, the Company will make reasonable efforts to ensure the privacy of Client’s information and communications in respect of all applicable laws. The Company will not use for any purpose whatsoever any personal information about the Client or its staff except when specifically and knowingly authorised to do so by the Client other than to provide the Services under these Terms and Conditions.

11.2     The nature of the work performed by and any information transmitted to the Company by the Client shall be confidential. Under applicable law the Company may be obligated to reveal information or communications which may include information or communications which evidence or constitute criminal activity.

  1. Intellectual Property Rights

12.1     All Intellectual Property Rights in or arising out of or in connection with the Services shall vest with the Company. Subject to any agreements to the contrary and subject to the use set out in Section 8 above, the Client shall, by virtue of payment, acquire exclusive rights over the relevant work products.

12.2     The Client warrants to the Company that no copyright or other commercial intellectual property right belonging to a third party shall be infringed by the processing of texts delivered by the Client to the Company. The Client shall, at its own risk and cost, be responsible for defending all claims of third parties relating to the infringement of copyright and other commercial intellectual property rights. The Company shall notify the Client of any such claims made by third parties, and shall assign to the Client sole responsibility for the conduct of any ensuing legal proceedings as well as for taking any measures required to settle such litigation, either in court or out of court. Under such circumstances, the Client shall assume responsibility for payment in respect of all costs which the Company incurs and services it is required to perform.

12.3     The Client expressly grants a licence to the Company to use and reproduce all copyright material and other commercial intellectual property rights which it supplies to the Company, solely for the purposes of the Company providing the Services.

12.4     All Company Materials are the exclusive property of the Company.

  1. Limitation of Liability: THE CLIENT’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE

13.1     For purposes of the limitations on the Company’s liability set forth in this section the Company shall be deemed to include the Company, its affiliates and their respective successors, and the directors, officers, employees, agents, representatives, suppliers, subcontractors, translators and interpreters of the Company, and “damages” will refer collectively to all injury, damage, costs, claims, loss, liability or expense incurred.

13.2     The Company’s level of fees for the Services are established in reliance on limitations of liability set forth in this Section. The Client acknowledges that it elects to accept the fees calculated on this basis, and agrees that this allocation of risk of liability is fair, reasonable, and not unconscionable. The Client understands and acknowledges that the fees for the Services are unrelated to the value of the Client’s business or the potential for indirect, incidental, consequential, and special damages or any other damages in excess of those allowed by this section. The Client retains the right to purchase insurance to cover any additional loss or liability.

13.3     In accordance with the understandings set forth above, the parties agree as follows:

13.3.1  the Company’s liability in respect of damages caused by any defect or failure of the Services, or arising out of or in connection with the performance or non-performance of any Services under these Terms and Conditions (excluding death or personal injury arising out of the negligence of the Company and any other exclusions prohibited by the applicable law), regardless of the form of action, whether in contract, tort, including negligence, strict liability or otherwise, shall be limited to a credit or refund of the fees paid or to be paid (i.e. the invoiced value) for the Services which gave rise to the claim;

13.3.2  the Company shall not be liable for any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses or for lost profits, lost business, depletion of goodwill and/or similar losses, loss of savings or anticipated savings, loss of goods, contract or use, lost revenues of any kind or loss or corruption of data or information, whether or not the Company, its employees, agents or subcontractors had knowledge, actual or constructive, that such damages might be incurred.

13.4     This clause 13 shall survive termination of the Contract.

  1. Termination

14.1     Without limiting its other rights or remedies either party may terminate the Contract by giving the other party not less than 1 month’s written notice.

14.2     Without limiting its other rights or remedies, each party may terminate the Contract with immediate effect by giving written notice to the other party if:

14.2.1  the other party commits a material breach of its obligations under this Contract and (if such breach is remediable) fails to remedy that breach within 7 days after receipt of notice in writing to do so;

14.2.2  the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;

14.2.3  the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where a company) for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

14.2.4  a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of the other party with one or more other companies or the solvent reconstruction of that other party;

14.2.5  the other party (being an individual) is the subject of a bankruptcy petition or order;

14.2.6  a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;

14.2.7  an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party (being a company);

14.2.8  the holder of a qualifying charge over the assets of the other party (being a company) has become entitled to appoint or has appointed an administrative receiver;

14.2.9  a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;

14.2.10 any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 14.2.2 to clause 14.2.9 (inclusive);

14.2.11 the other party suspends, threatens to suspend, ceases or threatens to cease to carry on, all or substantially the whole of its business;

14.2.12 the other party’s financial position deteriorates to such an extent that in the Company’s opinion the Client’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; or

14.2.13 the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.

14.3     Without limiting its other rights or remedies, the Company may terminate the Contract with immediate effect by giving written notice to the Client if the Client fails to pay any amount due under this Contract on the due date for payment.

14.4     Without limiting its other rights or remedies, the Company may suspend the supply of Services under the Contract or any other contract between the Client and the Company if the Client fails to pay any amount due under this Contract on the due date for payment, the Client becomes subject to any of the events listed in clause 14.2.2 to clause 14.2.13, or the Company reasonably believes that the Client is about to become subject to any of them.

14.5     On termination of the Contract for any reason: 

14.5.1  the Client shall immediately pay to the Company all of the Company’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has yet been submitted, the Company shall submit an invoice, which shall be payable by the Client immediately on receipt;

14.5.2  the accrued rights and remedies of the parties as at termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and

14.5.3  clauses which expressly or by implication have effect after termination shall continue in full force and effect.

  1. Force Majeure

15.1     For the purposes of these Conditions, Force Majeure Event means an event beyond the reasonable control of the Company including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the Company or any other party), failure of a utility service or transport network, act of God, war, terrorism, riot, civil commotion, interference by civil of military authorities, national or international calamity, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm, earthquake, epidemic or similar events, or default of suppliers or subcontractors.

15.2     The Company shall not be liable to the Client as a result of any delay or failure to perform its obligations under these Conditions as a result of a Force Majeure Event.

15.3     If the Force Majeure Event prevents the Company from providing any of the Services for more than 4 weeks, the Company shall, without limiting its other rights or remedies, have the right  to terminate the Contract immediately by giving written notice to the Client.

  1. General

16.1     Notices.

16.1.1  Any notice or other communication given to a party under or in connection with these Conditions shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally or sent by prepaid first-class post or other next working day delivery service, or by commercial courier, fax or e-mail.

16.1.2  The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

16.2     Waiver.  A waiver of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default.  No failure or delay by a party 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 prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

16.3     No partnership or agency.  Nothing in these Conditions is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, nor constitute either party the agent of another party for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.

16.4    Third parties.  A person who is not a party to these Conditions shall not have any rights to enforce their terms.

16.5     Complete and Final Agreement. These Conditions contain the entire agreement and understanding of the parties relating to the subject matter of these Terms and Conditions and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between the parties, whether written or oral.

16.6     Variation.  Except as set out in these Conditions, no variation of the Terms and Conditions, including the introduction of any additional terms and conditions shall be effective unless it is agreed in writing and signed by the Company. The Company reserves the right to make changes from time to time to these Terms and Conditions. The Company will inform the Client of such changes by email or by publication on the Company’s website.

16.7     Governing law.  This agreement 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 and Wales.

16.8     Jurisdiction.  Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Conditions or their subject matter or formation (including non-contractual disputes or claims).