1.1 Definitions. In these Conditions, the following definitions apply:
Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
Charges: the charges payable by you for the supply of the Services in accordance with clause 5.
Commencement Date: has the meaning set out in clause 2.1.
Conditions: these terms and conditions as amended from time to time in accordance with clause 12.8.
Contract: the contract between Us and you for the supply of Services in accordance with these Conditions and any Quotation.
Customer: the person or firm who purchases Services from Us.
Deliverables: means the final, translated version of the Source Material or other such document provided by Us to you pursuant to and resultant from the Services.
Delivery: means us assigning the Deliverables to You or the agreed carrier or method, including but not limited to courier, post, email, secure email, electronic file transfer.
Intellectual Property Rights: all copyright and related rights, trademarks, service marks, rights in confidential information and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
Interpreting Services: our services rendering the spoken word (face to face or by telephone) into another language.
Order: your order for Services whether in writing or verbal (by telephone or in person).
Quotation: any written or verbal quotation provided to you in which We detail, inter alia, the price or estimated price of the Services and the Specification of the Services, as may be amended from time to time.
Services: the Interpreting Services and/or Translation Services (as the context may require), including any Deliverables, provided by Us to you in accordance with any Specification.
Source Material: means any documents, files, materials, text, images, data or other item or information provided by you to enable Us to provide the Services.
Specification: any description or specification of the Services to be provided by Us to you contained in a Quotation.
Translation Services: our services rendering the written word, from whatever source, into another language.
We/Our/Us: Cintra Ltd (company number 3327428) whose registered office is at 8 Wellington Mews, Wellington Street, Cambridge CB1 1HW.
1.2 Construction. In these Conditions, the following rules apply:
a) a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
b) a reference to a party includes its personal representatives, successors or permitted assigns;
c) a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
d) any phrase introduced by the terms including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
e) a reference to writing or written includes email, on-line, fax or letter.
2 BASIS OF CONTRACT
2.1 The Order constitutes your agreement to purchase the Services in accordance with these Conditions and any relevant Quotation at which point and on which date the Contract shall come into existence (Commencement Date).
2.2 The Contract constitutes the entire agreement between Us and you. You acknowledge that you have not relied on any statement, promise or representation made or given by Us or on Our behalf which is not set out in the Contract.
2.3 If any of these Conditions or any other terms incorporated into the Contract conflict with any term of the Quotation, the Quotation will take priority.
2.4 Any prices or descriptions in any price lists, catalogues or brochures or other published material, are issued or published for the sole purpose of giving an approximate idea of the Services described in them and their cost. They shall not form part of the Contract or have any contractual force.
2.5 These Conditions apply to the Contract to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
3 SUPPLY OF SERVICES
3.1 We shall supply the Services to you in accordance with any Specification in all material respects.
3.2 We warrant to you that the Services will be provided using reasonable care and skill and in accordance with industry standards.
3.3 While We will always endeavour to meet any performance dates for the Services and Delivery dates for the Deliverables, unless otherwise expressly agreed, such performance dates and Delivery dates are approximate only and time is not of the essence for delivery or performance. Any delay from the estimated Delivery date will not entitle you to reject any Deliverables or repudiate the Contract.
3.4 We shall have the right to make any changes to the Services which are necessary to comply with any applicable law, or which do not materially affect the nature or quality of the Services, and We shall notify you in any such event.
3.5 All Source Material supplied to Us will be held by Us at your risk and We will not be responsible for any loss or damage to it. We reserve the right to destroy or otherwise dispose of any Source Material still in Our possession 12 months after the completion of the Services.
3.6 Where the Services or Deliverables are required to be certified or notarised, it is your responsibility to ascertain with the relevant authority the appropriate level of certification required for the use to which the Services or Deliverables will be put.
3.7 Risk in the Deliverables shall pass to you upon Delivery.
3.8 We are entitled to sub-contract or otherwise outsource any part or all of the Services to any third party We select and are under no obligation to notify you of the selection or change of any such third party supplier. We will use all reasonable skill and care in selecting translators, interpreters and any other third parties used to perform the Services.
3.9 Where the Contract provides for proofs or text to be submitted to you for approval, We shall not be liable for any loss resulting from any errors not corrected by you or from any amendments or modifications made by you in the proofs or texts so submitted.
3.10 You will be charged the Service fee from the agreed start time of the Service or from when the Service actually starts, if earlier. If the Service starts later than the agreed start time, you will be charged the Service fee from the agreed start time unless and to the extent that the delay to the start time was caused by Us.
3.11 If for any reason You or any third party whose attendance is required fails to attend the appointment within 30 minutes of the agreed start time, the interpreter is under no obligation to remain at the venue and We will be entitled to charge the full Service fee for the full number of hours booked plus expenses.
3.12 We will be entitled to charge the full Service fee if the interpreter is late for the assignment but still provides the Service in full.
3.13 If the scheduled interpreter is unable to attend an assignment We will:
a) inform you as soon as is reasonably practicable about such non-attendance;
b) endeavour to provide a substitute interpreter; and
c) not charge You a fee if We are unable to provide a substitute.
3.14 A translation reflects the quality of the Source Material that has been translated. Where in such Source Material:
a) concepts are poorly expressed;
b) the wrong choice of language has been made;
c) typographical mistakes are present; and/or
d) the text is incomplete or factually incorrect;
the same deficiencies may show up in the translation.
3.15 For the avoidance of doubt, where Source Material to be translated suffers from deficiencies of the type set out in clause 3.14, We shall be under no obligation to remove or lessen the impact of such deficiencies in the translation or to notify you of any such deficiencies, unless specifically required to do so in the Contract.
3.16 In the event that knowledge of sector-specific terminology is required for the proper translation of a particular piece of Source Material:
a) We do not warrant or represent that We possess such knowledge;
b) We will use our reasonable endeavours to place the translation with a translator who possesses knowledge of the required sector-specific terminology; and
c) you shall be required to provide Us with such information as may be necessary to enable us to properly translate such Source Material including without limitation individual glossaries and any other aids to translation.
3.17 Where the Contract specifies a particular use for a translation and you subsequently want to use the translation for another purpose then, unless you engage us to make the changes required to enable the translation to be used for the other purpose, We accept no liability for your use of the translation for that other purpose.
4 YOUR OBLIGATIONS
4.1 You shall:
a) warrant that no Source Material is or may be of an illegal, libellous or obscene nature;
b) ensure that the terms of any Quotation and any Specifications are complete and accurate;
c) co-operate with Us in all matters relating to the provision of the Services;
d) provide Us with all Source Material necessary to enable us to provide the Services in a timely manner. You will be responsible for the accuracy of all Source Material;
e) provide Us, Our employees, agents, consultants and subcontractors, with access to your premises, office accommodation and other facilities as reasonably required by Us; and
f) provide Us with such information and materials as We may reasonably require in order to supply the Services, and ensure that such information is accurate in all material respects.
g) notify us within 3 months of the completion of the work of any complaint about the work.
4.2 If Our performance of any of Our obligations under the Contract is prevented or delayed by any act or omission by you or failure by you to perform any relevant obligation (Customer Default):
a) We shall without limiting Our other rights or remedies have the right to suspend performance of the Services until you remedy the Customer Default, and to rely on the Customer Default to relieve Us from the performance of any of Our obligations to the extent that the Customer Default prevents or delays Our performance of any of Our obligations;
b) We shall not be liable for any costs or losses sustained or incurred by you arising directly or indirectly from Our failure to perform or delay in performing any of Our obligations as set out in this clause 4.2; and
c) you shall reimburse Us on written demand for any costs or losses sustained or incurred by Us arising directly or indirectly from a Customer Default.
5 ESTIMATES, CHARGES AND PAYMENT
5.1 The Charges for the Services shall be on a time and materials basis:
a) the Charges shall be calculated in accordance with Our relevant standard fee rates, from time to time in force;
b) We shall be entitled to make additional charges for any time worked by individuals whom it engages on the Services outside normal office hours; and
c) We shall be entitled to charge you for any expenses reasonably incurred by the individuals whom We engage in connection with the Services including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by Us for the performance of the Services, and for the cost of any materials including, but not limited to any additional copies of the Deliverables.
5.2 We reserve the right to increase Our standard fee rates from time to time without notice to you though if you are a regular Client We shall use our reasonable endeavours to inform you of such changes.
5.3 Estimated prices for Translation Services will be based on our sight of the Source Material, the purpose of the translation which is the Subject of the Translation Services and any other instructions from you. Estimates will usually be based on our estimated word count of the translated document. The final price will be based upon the actual word count of the translated document.
5.4 Estimates for face-to-face Interpreting Services will be based upon our then current rate for Interpreting Services, plus an estimate of the travel costs for the interpreter to reach the assignment. The final price will be based upon the actual length of the assignment and the travel costs actually incurred by the interpreter.
5.5 We reserve the right to make an additional charge if you require changes to the Services after the Contract has commenced.
5.6 If you are a new customer, We will usually require that you complete a Customer Registration Form before We will agree to provide you with Services.
5.7 Where We are providing you with Interpreting Services, We shall invoice you on completion of the Interpreting Services and you shall pay each such invoice within 30 days of the date of the invoice in full and in cleared funds to a bank account nominated in writing by Us.
5.8 Where We are providing you with Translation Services We shall invoice you upon Order of the Translation Services and you shall pay:
a) 50% of such invoice or our then current minimum charge (whichever is greater) upon Order; and
b) the balance upon completion of the Translation Services.
5.9 We reserve the right to vary the payment terms set out in clause 5.7 and clause 5.8 in the Quotation.
5.10 All amounts payable by you under the Contract are exclusive of amounts in respect of value added tax chargeable for the time being (VAT). Where any taxable supply for VAT purposes is made under the Contract by Us to you, you shall, on receipt of a valid VAT invoice from Us, pay Us such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.
5.11 Without limiting any of Our other rights or remedies, if you fail to make any payment due to Us under the Contract by the due date for payment (Due Date), We shall have the right to charge interest on the overdue amount at the rate of 4% per annum above the then current Barclays Bank plc's base rate accruing on a daily basis from the Due Date until the date of actual payment of the overdue amount, whether before or after judgment, and compounding quarterly.
5.12 You shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law and you shall not be entitled to assert any credit, set-off or counterclaim against Us in order to justify withholding payment of any such amount in whole or in part. We may, without limiting Our other rights or remedies, set off any amount owing to Us by you against any amount payable by Us to you.
5.13 You shall pay all amounts due under the Contract by debit card, credit card or bank transfer to our nominated bank account. We do not accept payment by cheque.
6 INTELLECTUAL PROPERTY RIGHTS
6.1 Where Intellectual Property Rights exist in any Source Material you warrant that you have obtained all consent necessary for us to carry out the relevant Services.
6.2 You will indemnify us in respect of any claims, proceedings, costs and expenses arising out of any infringement of any Intellectual Property Rights existing in the Source Material.
6.3 Once payment has been made in full under the Contract, all Intellectual Property Rights in any Deliverables shall, as between you and Us, vest in you (or your licensors) but, for the avoidance of doubt, you hereby grant Us (and our sub-contractors) a licence to store and use the Source Materials for the duration of the Contract and for the purposes of providing the Services to you.
7.1 A party (Receiving Party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Receiving Party by the other party (Disclosing Party), its employees, agents or subcontractors, and any other confidential information concerning the Disclosing Party's business or its products or its services which the Receiving Party may obtain. The Receiving Party shall restrict disclosure of such confidential information to such of its employees, agents or subcontractors as need to know it for the purpose of discharging the Receiving Party's obligations under the Contract, and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party. This clause 7 shall survive termination of the Contract.
7.2 Nothing in clause 7.1 shall prevent the Receiving Party from disclosing confidential information to the extent required by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the Disclosing Party as much notice of such disclosure as possible.
8 LIMITATION OF LIABILITY: YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE
8.1 Nothing in these Conditions shall limit or exclude Our liability for:
a) death or personal injury caused by Our negligence, or the negligence of Our employees, agents or subcontractors;
b) fraud or fraudulent misrepresentation; or
c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
8.2 Subject to clause 8.1:
a) We shall under no circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
b) Our total liability to you in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the Charges.
8.3 The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
8.4 This clause 8 shall survive termination of the Contract.
9.1 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:
a) the other party commits a material breach of the Contract and (if such a breach is remediable) fails to remedy that breach within 5 Business Days of that party being notified in writing of the breach;
b) 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) 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;
c) 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 that other party (being a company);
d) the other party (being an individual) is the subject of a bankruptcy petition or order;
e) the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business; or
f) 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.
9.2 Without limiting its other rights or remedies, We may terminate the Contract with immediate effect by giving written notice to you if you fail to pay any amount due under this Contract on the due date for payment.
10 CANCELLATION AND SUSPENSION
10.1 Without limiting Our other rights or remedies, We shall have the right to suspend provision of the Services under the Contract or any other contract between you and Us if you become subject to any of the events listed in clause 9.1 (b) to clause 9.1 (f), or We reasonably believe that you are about to become subject to any of them, or if you fail to pay any amount due under the Contract on the due date for payment.
10.2 Subject to clause 10.3, where you are dealing as a consumer and you place an Order by email, telephone or online, you have a "cooling off" period of 7 working days from the date that the Order is placed in which you may cancel the Contract by written notice to Us without penalty and, where appropriate, to receive a full refund of any deposit paid.
10.3 You will not have the right to cancel a Contract under clause 10.2 once We have started providing Services pursuant to an Order prior to the end of the “cooling off” period.
10.4 Subject to clauses 10.2 and 10.3, if you cancel the Contract, the Contract price shall remain payable in full unless otherwise agreed in writing by Us. Upon payment of the Contact Price in full, any Source Material and Deliverables completed at the point of cancellation will be made available to you.
11 CONSEQUENCES OF TERMINATION
On termination of the Contract for any reason:
a) you shall immediately pay to Us all of Our outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, We shall submit an invoice, which shall be payable by you immediately on receipt;
b) you shall return any Deliverables which have not been fully paid for;
c) the accrued rights, remedies, obligations and liabilities of the parties as at expiry or 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
d) clauses which expressly or by implication have effect after termination shall continue in full force and effect.
12.1 Force majeure:
a) For the purposes of this Contract, Force Majeure Event means an event beyond Our reasonable control including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of We or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
b) We shall not be liable to you as a result of any delay or failure to perform Our obligations under this Contract as a result of a Force Majeure Event.
12.2 Assignment and subcontracting:
a) We may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of Our rights under the Contract and may subcontract or delegate in any manner any or all of Our obligations under the Contract to any third party or agent.
b) You shall not, without Our prior written consent, assign, transfer, charge, subcontract or deal in any other manner with all or any of your rights or obligations under the Contract.
a) Any notice or other communication required to be given to a party under or in connection with this Contract shall be in writing and shall be delivered to the other party personally or sent by prepaid first-class post, recorded delivery or by commercial courier, at its registered office (if a company) or (in any other case) its principal place of business, or sent by fax to the other party's main fax number.
b) Any notice or other communication shall be deemed to have been duly received if delivered personally, when left at the address referred to above or, if sent by pre-paid first-class post or recorded delivery, at 9.00 am on the second Business Day after posting, or if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed, or if sent by fax, on the next Business Day after transmission.
c) This clause 12.3 shall not apply to the service of any proceedings or other documents in any legal action. For the purposes of this clause, "writing" shall not include e-mails and for the avoidance of doubt notice given under this Contract shall not be validly served if sent by e-mail.
a) A waiver of any right under the Contract 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 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.
b) Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.
a) If a court or any other competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.
b) If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
12.6 No partnership: Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.
12.7 Third parties: A person who is not a party to the Contract shall not have any rights under or in connection with it.
12.8 Variation: Except as set out in these Conditions, any variation, including the introduction of any additional terms and conditions, to the Contract, shall only be binding when agreed in writing by Us.
12.9 Governing law and jurisdiction: This 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, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.