1. DEFINITIONS AND INTERPRETATIONS
If any word, phrase or explanation used within this agreement is not clear, it will be defined and interpreted according to the definitions and interpretations set out below:
Acts, Legislation: or other similar references shall include any updates and or amendments to the same.
Charges: the charges payable by the Client to MLH according to the terms of this Contract.
Client: the individual, firm, company or other organisation stated on the Purchase Order.
Client Materials: any materials or information that the Client provides to MLH in relation to the supply of the Services.
Purchase Order: MLH’s order form, or other document agreed in writing by MLH and the Client.
Services: the services set out in the Services Specification that MLH is to supply according to the terms of this Contract.
- TRANSLATION shall mean to render information in the source language into the target language in written form and compare the translation to the original.
- SUBTITLING shall mean to translate spoken dialogue into written text on the screen.
- TRANSCRIPTION shall mean to systematically represent spoken language in written form.
- REVISION shall mean a detailed review of the target text for its suitability for purpose and comparison of the target text to the source. The reviser shall make sure that the target text follows the source entirely, that it is complete and linguistically accurate and that the two texts are consistent in terms of terminology, register and style.
- PROOFREADING shall mean to perform a detailed review of the target text from the point of view of clarity and appropriateness of style and grammar in the text. The proofreader shall correct any grammar errors and typos, review the style of the text according to the relevant field and make suggestions for improving the target text, if applicable.
- INTERPRETING shall mean to render information in the source language into the target language in oral form.
Services Specification: the description of the Services supplied by MLH to the Client, which may be included within the quotation provided by MLH, the Order, or another document agreed in writing by MLH and the Client.
Standard Services Charges: the charges for the Services set out on MLH’s price list as in force on the commencement date of the Contract.
Written: and any similar expression, includes email.
2. SUPPLY OF SERVICES
The Client wishes to acquire the services described in the Order (Services) and MLH wishes to supply them to the Client, on the terms and conditions set out in this agreement (Terms).
MLH shall only supply the Services to the Client on these Terms. (Terms can only be varied in writing signed by an authorised officer of MLH.)
Quotes for Services provided by MLH to the Client are not offers by MLH. Any Charges quoted in a quotation shall only be valid for 10 days from the date of the quotation, or for the number of days stated on the quote.
Any Orders placed by the Client are offers for the supply of the Services on the basis of these Terms.
When MLH accepts an Order in writing, MLH’s contract with the Client for the supply of the Services in that Order shall come into existence at the point of MLH’s written acceptance.
MLH’s contract with the Client for the supply of the Services comprises the Order, these Terms and anything else MLH expressly agrees in writing (Contract).
Any descriptions of the Services contained in MLH’s brochures or on MLH’s website, are only for illustrative purposes and do not form part of the Contract.
MLH may amend the Services Specification as required by law, or to comply with any relevant regulatory obligations.
No terms or conditions other than those set out herein nor any variation thereof shall be binding on MLH unless otherwise specifically agreed in writing by a director of MLH. These Terms and Conditions shall be incorporated in every quotation, acceptance and contract for work by us subject to the foregoing; any terms or conditions proposed by the Client are hereby excluded.
4. INTENDED USE OF LANGUAGE SERVICES
The Client shall clearly indicate in writing the intended use of the service.
Unless otherwise requested in writing a translation is undertaken for information and understanding only, which may be suitable for use in general correspondence.
If requested in writing, the translation may be the final document which shall not be further edited by the Client or other-related third parties nor be required for:
- Contracts, insurance, patents and other legal purposes,
- Printing or publication,
- Any other purposes, where the particular rendering of the text is liable to be of consequence, all of which will necessitate a higher level of accuracy and/or proof-reading and therefore will be subject to a proof-reading charge, which will be discussed at the quotation stage.
Should a Client wish to use a translation for any other purpose than that for which it was originally supplied, the Client shall obtain confirmation in writing from MLH that the translation is suitable for the intended new purpose. MLH reserves the right to amend and adapt, at the cost of the Client, the previously supplied translation, if necessary, for its new purpose.
Where the purpose of the translation is not disclosed to MLH, MLH shall proceed with the translation as if it were for information purposes only.
MLH may indicate the standard for which the translation was supplied and will determine the charge accordingly.
The Client shall pay the Charges for the Services that are set out in
- any quotation sent by MLH to the Client,
- the Order, or
- MLH’s written acceptance of the Order.
If no Charges have been quoted, then the Charges for the Services shall be the Standard Services Charges.
The Charges for Services do not include expenses incurred by MLH’s staff or sub-contractors such as hotel, food, travel and similar expenses, or any other third-party costs that MLH incurs in providing the Services. MLH shall be entitled to recover all of these from the Client.
MLH may charge amounts in addition to the Charges if the Client requests any change to the Services after the commencement of the Contract, if the Client fails promptly to provide any instructions or Client Materials required by MLH for the supply of the Services, or for any reason that is due to any other act or omission of the Client.
MLH reserves the right to change the Standard Services Charges by giving at least two months’ written notice to the Client.
Unless otherwise stated, the Charges will be exclusive of VAT which the Client shall be liable to pay to MLH in addition to the Charges.
6. INVOICING AND PAYMENT
MLH shall be entitled to raise invoices for the Charges for Services in advance or on completion of the Services.
The Client will pay MLH within 14 days of receiving MLH’s invoice. Payment must be made without any deduction or set-off. Payment shall be treated as made once MLH receives cleared funds.
Time for payment of the Charges shall be of the essence.
If any amounts owed by the Client to MLH become overdue, then (without prejudice to any other rights or remedies available to MLH), MLH:
a. shall be entitled to charge interest at 8.5% upon such amounts in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 late payment compensation for outstanding balances as follows:
- up to £999.99 > £45
- £1,000 to £9,999.99 > £80
- £10,000 or more > £110
b. may suspend the supply of any further Services (and any services under any other contract between MLH and the Client), until the overdue amounts are paid in full, and/or
c. may terminate the Contract.
The Client is responsible for all reasonable costs and expenses incurred by MLH in relation to the recovery by MLH of any amounts owed to it by the Client.
7. SUPPLY OF SERVICES
MLH shall use reasonable endeavours to meet any dates quoted for the supply and completion of the Services, but any such dates are approximate only, and time for the supply and completion of the Services shall not be of the essence.
Either party may request a change to the Services Specification. Any such change must be agreed in writing by the parties, but neither party shall unreasonably refuse its consent.
If a change is requested, MLH will provide a written statement to the Client setting out:
- its effect on the Charges (up or down);
- its effect on timing under the Services Implementation Plan; and
- any other impact of the change
8. URGENCY AND RUSH JOBS
Emergencies have an incidence on the necessary time to check and edit translation work, and even though MLH may apply a surcharge on urgent and rush projects. We shall not accept any liability for any work submitted on an urgent basis. Should the project require working overtime to be completed, or other additional costs being incurred, a charge will be made to cover the increased cost.
9. WARRANTIES RELATING TO SERVICES
MLH warrants to the Client that the Services will be supplied:
- using reasonable care and skill; and
- in accordance with the Services Specification in all material respects
10. INTELLECTUAL PROPERTY RIGHTS
Except in relation to the Client Materials, all intellectual property rights arising out of the Services belong to MLH.
MLH grants to the Client a fully paid, worldwide, non-exclusive and irrevocable licence of the intellectual property rights to the extent necessary for the Client to receive the full benefit of the Services.
11. OBLIGATIONS OF CLIENT
The Client shall:
- ensure that the Order, the Client Materials, and any other materials or information that the Client supplies to MLH, are complete and accurate
- promptly provide MLH with such materials and information as MLH requires to supply the Services, and
- comply with all applicable laws and relevant regulatory obligations.
- If the Services are to be supplied at the Client’s premises, the Client will:
- provide access to such premises and ensure that the premises are ready for the supply of the Services
- provide suitable facilities for the supply of the Services, and
- ensure such premises comply with all health and safety laws.
If MLH is delayed or unable to fulfil any of its obligations under the Contract due to any act or omission of the Client (Client Failure), then MLH may rely on such Client Failure to relieve it from its obligations under the Contract.
To the extent that the delay or inability is due to the Client Failure, then without limiting or otherwise compromising any other rights or remedies available to it, MLH:
- may suspend the supply of Services until the Client makes good the Client Failure
- shall not be liable for any losses, costs or expenses that the Client suffers or incurs because of any delay or suspension that is attributable to the Client’s Failure, and
- may request immediate payment by the Client of any losses, costs or expenses that MLH suffers or incurs because of the Client Failure.
Any right of suspension under this section is additional to any rights available to MLH under the law of any relevant jurisdiction.
MLH is not liable to the Client for any indirect or consequential loss, any loss of profits or any loss of business, whether arising from tort or delict, breach of contract, indemnity or otherwise under or in connection with the Contract.
MLH’s liability in respect of all claims, losses or damages of whatever nature, whether arising from tort, breach of contract, indemnity or otherwise, under or relating to, the Contract, shall not exceed the aggregate of the Charges paid by the Client to MLH under the Contract.
Nothing in the Contract shall exclude or limit either party’s liability for any death or personal injury caused by negligence or for any other liability that cannot be excluded or limited by law.
In this section the following definitions shall apply:
- Data protection Laws mean the General Data Protection Regulation (EU) 2016/679 (GDPR) and the Data Protection Acts 1998 and 2018 and all successor and replacement legislation, and all other laws and regulations relating to personal data and privacy.
- personal data, process, processed or processing, data controller, data processor, data subject and personal data breach, shall each have the meanings given to them in the Data Protection Laws
To the extent that the Services involve the processing by MLH of personal data on the Client’s behalf, it is agreed that the Client is the data controller and MLH is the data processor in respect of that personal data. The following sections set out the rights and obligations of each party.
The Client will comply with Data Protection Laws and will ensure that it has the necessary notices, and where appropriate necessary consents, to allow for the transfer of personal data from the Client to MLH and to cover the purposes of the processing pursuant to the Contract.
For the purposes of Data Protection Laws:
- the subject matter, nature and purpose of the processing is an interpreting event
- the types of personal data to be processed are name, address, phone number and membership to professional organisation.
MLH agrees that when MLH is processing personal data as a data processor on the Client’s behalf:
- MLH will comply with Data Protection Laws;
- MLH will only carry out processing on the Client’s written instructions (which for the avoidance of doubt includes this Contract and the terms of the Order) and only for the purposes of the Services, unless MLH is under a legal obligation to process personal data without the Client’s instructions, in which case MLH will inform the Client of that legal obligation prior to processing (unless prohibited to do so by law);
- MLH will ensure that any personnel (or others who process personal data on the Client’s behalf (including any sub-processors)) are subject to a duty of confidentiality or are under a statutory duty of confidentiality;
- MLH will take appropriate organisational and technological measures to ensure the security of the personal data appropriate to the risk presented by the processing and to protect against unauthorised or accidental access, loss, alteration, disclosure or destruction of the personal data (including those measures set out in Article 32 GDPR);
- MLH will notify the Client without undue delay when MLH becomes aware of any personal data breach. MLH will provide all such information and assistance as the Client may request in relation to any personal data breach;
- MLH will not transfer any personal data outside of the European Economic Area without the Client’s prior written consent. If such consent is granted, either party shall ensure that appropriate safeguards are adopted in compliance with Data Protection Laws or the transfer is otherwise made in compliance with the Data Protection Laws in order to ensure the lawful transfer of personal data and to ensure adequate protection for the personal data;
- MLH will provide reasonable assistance to the Client, at the Client’s cost, (and taking into account the nature of the processing) in respect of the exercise of rights by a data subject under Data Protection Laws, including in relation to subject access requests;
- MLH will provide reasonable assistance to the Client, at the Client’s cost, (and taking into account the nature of the processing and the information available to MLH) in meeting the Client’s obligations under Data Protection Laws including in respect of the security of processing, the notification of personal data breaches, data protection impact assessments and consultations with relevant supervisory authorities;
- at the end of this Contract MLH will, at the Client’s option, return to the Client or delete all personal data and MLH will procure the same action is taken by any sub-processors. If MLH or any sub-processors, are required to retain personal data by law, MLH will promptly inform the Client of this in writing and this shall continue to apply to such personal data;
- MLH will immediately notify the Client if MLH is asked to do anything which infringes Data Protection Laws;
These sections of this Contract are in addition to the obligations of each party under Data Protection Laws, and they are not intended to substitute or change those obligations.
14. BOOKINGS, CANCELLATION AND SUSPENSION
When the nature of the project requires previous booking of dates and availability, MLH reserves the right to charge 50% of the total value of the project in advance to guarantee such availability and the availability of the supply chain.
If, for any reason, the Client cancels work which has been commissioned, charges will be payable for all the completed work up to the cancellation date, or 30% of the total value of the project, whichever is higher, and for all other costs and expenses which may apply as a result of the cancellation.
If, following confirmation of the project, the project is cancelled two weeks prior to the project deadline or delivery date, full payment will be required.
If the Client suspends or postpones work commissioned for a period of 21 days or more, charges will be payable for all commissioned work up to the date of suspension or postponement, and for all other costs and expenses which may apply as a result of the suspension.
Either party may terminate the Contract, without liability to the other party, if that other party’s business fails.
The other party’s business will be treated for this purpose as having failed if:
- the other party is or appears to be unable to pay its debts as they fall due,
- the other party makes any voluntary arrangement with that other party’s creditors,
- (being an individual or firm) the other party becomes bankrupt,
- (being a company) the other party becomes subject to an administration order or goes into liquidation,
- any third party takes possession of, or enforces rights over, any of the other party’s property or assets under any form of security,
- the other party stops or threatens to stop carrying on business,
- the other party suffers any process equivalent to any of these, in any jurisdiction, or
- the terminating party reasonably believes that any of the events mentioned above are about to occur and the terminating party notifies the other party accordingly.
Without prejudice to any other rights or remedies available to it, MLH may terminate the Contract without any liability to the Client if:
- the Client fails to pay any amount under the Contract when due, or
- the Client commits a material breach of the Contract and fails to rectify the breach within 5 working days.
Upon termination of the Contract, however caused (and without prejudice to any other rights or remedies available to MLH), the Client shall pay to MLH on demand:
- all Charges and other sums due but unpaid at the date of such demand, together with any interest accrued
- any Charges under any invoice that MLH raises after termination, relating to any Services that have been supplied prior to termination, but for which MLH had not yet raised an invoice before termination, and
- any costs and expenses incurred by MLH in collecting any sums due under the Contract (including any legal costs).
Termination or expiry of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract that existed at or before the date of termination.
Any term of the Contract that is specifically stated to continue or that, by its very nature, is intended to continue after termination of the Contract, shall continue to bind the parties following termination or expiry of the Contract.
16. EVENTS BEYOND THE REASONABLE CONTROL OF MLH (‘FORCE MAJEURE’)
MLH shall not be liable to the Client for any failure or delay in performing any of its obligations to the extent that such failure or delay is caused by an event beyond its reasonable control.
The Contract represents the entire agreement between the parties in relation to the subject matter and supersedes all previous agreements, representations or understandings between the parties. The parties agree that they shall have no rights or remedies in relation to any representation or warranty that is not included in the Contract.
The Client shall not assign, sub-contract, delegate, or otherwise transfer any of its rights or obligations under the Contract without the prior written consent of MLH.
If any provision of these Terms is held by a competent authority to be invalid or unenforceable, in whole or in part, the validity of the other Terms and of the remainder of the provision in question will not be affected. Every provision is severable from every other.
No single or partial exercise or failure or delay in exercising any right, power or remedy by a party under the Contract, howsoever arising, shall operate as a waiver by that party of, or impair or preclude any further exercise of that right, power of remedy. To be valid and effective, any waiver must be in writing.
Unless otherwise expressly stated, nothing in the Contract will create or confer any rights or other benefits pursuant to the Contracts (Rights of Third Parties) Act 1999 in favour of any person other than a party to the Contract.
Any written notice under these Terms will be deemed to have been sufficiently served if posted by pre-paid official post, couriered, faxed on receipt of successful answerback, or if sent by email (but in this case only on evidence of successful transmission and only if the parties have regularly communicated on contract matters by email).
The Contract will be governed by the law of England, and the parties submit to the exclusive jurisdiction of the English courts.
A copy of these terms and conditions shall be signed by both parties before the commencement of a project.