“The Company” means Oxford Conversis Limited. “Works” means any localisation, translation, interpreting, typesetting, artwork, printing or except as referred to in Clause 15 any other services supplied by the company. “Client” means any person, firm or company to whom the Company shall supply or contract to supply Work.
No conditions other than those set out herein nor any variation thereof shall be binding on the Company unless otherwise specifically agreed in writing by a Director of the Company. These conditions shall be incorporated in every offer, acceptance and contract for Work by the Company and subject to the foregoing any conditions proposed by the Client are hereby excluded.
3.1 All quotations are given subject to confirmation by the Company upon receipt of the Client’s order and no contract shall be concluded until such confirmation is given. Each order when accepted constitutes a separate contract. Any written quotation for Work will remain open for acceptance for 30 days after despatch and thereafter will lapse unless otherwise stated in writing.
3.2 The Company will not be bound by any oral quotation or any acceptance of it.
4. Prices and Payment
4.1 Prices quoted are exclusive of VAT and delivery charges (other than postage) and are subject to confirmation after receipt of order. An additional charge may be made for all expenses incurred by the Company at the request of or by agreement with the Client which are not included in the quotation or which the Company considers reasonably necessary.
4.2 Payment for Work shall be made within 14 days from the date of the invoice unless otherwise specifically agreed in writing by a Director of the Company.
4.3 Where the Services are being provided in stages and/or over a period of more than 60 days, Oxford Conversis reserves the right to invoice the CLIENT upon completion of each stage of the work.
The Client recognises and agrees that the Company may use sub-contractors for some or all of the work. Notwithstanding the fact that the Company may use sub-contractors for services to be performed under this agreement, the Company shall remain completely responsible for all actions of sub-contractors relative to the Services which are the subject of this agreement. All references to the company in this contract are automatically extended to include such subcontractors as appropriate.
6. Completion of Work
6.1 Dates or periods given for completion of Work are only best estimates and the Company is not liable for the consequences of any delay. The Client must specify a completion date (if material) when commissioning the Work but whilst the Company shall make every reasonable effort to meet the client’s requirements, late delivery shall not entitle the Client to withhold payment for Work done.
6.2 Should completion of Work be required sooner than the normal time requisite for its proper production and in any event where commissioned Work is supplied by telex, electronic mail or fax, every effort will be made to secure freedom from defects, but reasonable allowance must be made by the Client in such cases. Should such completion of Work necessitate overtime being worked or additional costs being incurred, a charge will be made to cover the increased cost.
6.3 The Company accepts no liability for the consequences of any delay in completion of Work caused by the Client and, in such event, any agreed deadlines or delivery schedules will automatically cease to be valid and new dates must be negotiated.
7. Cancellation and Suspension
7.1 If the Client for any reason cancels Work which he had commissioned, charges will be made payable for all completed Work up to the cancellation date and for all other costs and expenses which may accrue as a result of such cancellation.
7.2 If the Client suspends or postpones Work he had commissioned for a period of 15 days or more charges will be payable for all completed Work up to the date of suspension or postponement and for all other costs and expenses which may accrue as a result of such suspension or postponement.
8. Reservation of Title and Insurance
8.1 Notwithstanding delivery the title and the property in the Work will remain in the Company although the risk for the Work shall pass to the Client and the Client will hold the Work as bailee for the Company until payment in full of the Price (“the Payment”) and the Client will keep the Work separate and clearly identified as the property of the Company until payment.
8.2 The Client will keep the Work fully insured from the date of delivery until Payment and if the Work is lost, destroyed or damaged, will hold the proceeds of insurance for the Company.
9.1 A complaint by the Client in respect of any Work shall be notified to the Company in writing within 28 days of the receipt of the Work by the Client.
9.2 Subject to the terms of Clause 9, the Company will accept liability for damage, death or personal injury caused by the negligence of the Company or its employees or sub-contractors (being negligent as defined in Section 1 of the Unfair Contract Terms Act 1977) provided always that the maximum liability of the Company in relation to damage shall in no case exceed the contract price for the Work. For the purpose of this Clause “damage” means any loss or damage whatever (other than death or personal injury) directly or indirectly attributable to any negligent act or omission of the Company, its employees or sub-contractors. The potential losses that might be caused or be alleged to be caused by the failure of the Company or its employees or sub-contractors to complete Work the subject of a contract or to take any particular precaution or care (whether as a result of breach of contract) or to avoid doing any act are so great in proportion to the sums which can be reasonably charged hereunder by the Company that the Company and its employees and sub-contractors cannot and will not assume any liability whatever in respect of any loss or damage howsoever caused outside or beyond the express provisions of these Conditions.
9.3 The Client shall indemnify the Company against all claims, proceedings costs and expenses for which the Company may become liable in respect of Work completed under a contract except to the extent of the liability admitted expressly in these Conditions.
9.4 The Company is prepared to negotiate special indemnity cover in any particular case at the request of the Client.
10. Illegal Matter
10.1 Notwithstanding any other term of any contract the Company shall not be required to localise, translate, typeset, interpret or print any matter which in its opinion is or may be of an illegal or libellous nature. Where copyright subsists in text to be translated, typeset or printed by the Company, it is presumed that the Client has obtained all consents necessary for such Work to be carried out.
10.2 The Company shall be indemnified by the Client in respect of any claims, proceedings, costs and expenses arising out of any libellous matter printed for the Client, or any infringement of copyright, patent or design or other third party right.
11. Client’s Property
11.1 All documents, paper or other property supplied to the Company by the Client will be held or dealt with by the Company at the Client’s risk and the Company will not be responsible for the consequence of any loss or damage thereto.
11.2 The Company reserves the right to destroy or otherwise dispose of any document, paper or other property of the Client which has been in its custody for more than 12 months following completion of the Work to which it relates.
12. Use of Company Personnel
12.1 If any Client or associate uses the services of a Relevant person other than pursuant to a contract with the Company, the Client shall forthwith pay to the Company (a) where the Relevant person becomes an employee of such Client or associate a sum equal to 15% of the gross annual remuneration of such Relevant person or a sum of £2,500 (exclusive of VAT), whichever shall be the higher, and (b) in any other case, the sum £2,500 (exclusive of VAT).
12.2 For the purpose of this Clause “associate” means any partner of the Client and any Company in which the Client or any other firm in which he is a partner holds no less than one third of the issued equity share capital (as defined in Section 744 of the Companies Act 1985) and any subsidiary of such company (as defined in Section 736 of that Act) or in the case of a Client who is a company, any company which owns directly or indirectly not less than one third of the issued shared capital of the client. “Relevant person” means any translator, interpreter, typist, typesetter, artist, proof-reader or other person who has provided Work for such Client directly or indirectly through the Company within six months preceding the use of their services by the Client or an associate as aforesaid.
13. Force Majeure
In the event of Force Majeure (which shall be strike, fire, industrial dispute, civil commotion, natural disaster, acts of War and any other situation which can be shown to have materially affected the Company’s ability to deal with the Work as agreed), the Company shall notify the Client immediately, indicating the circumstances. Force Majeure shall entitle both the Company and the Client to pay the Company for Work already completed. The Company will assist the Client to the best of its ability to place the Work elsewhere.
These conditions shall be interpreted in accordance with English law and the Company and the Client irrevocably submit to the non-exclusive jurisdiction of the English Courts.
15. Localisation, Translation, Typesetting and Ancillary Services
15.1 The Provisions of this Clause shall also apply to the supply of Work as defined in Clause 1.1 and are supplemental to the foregoing.
15.2 Under the Copyright Act 1956, copyright subsists in the translation of any text, and, where the Company is the proprietor of any copyright in any other Work, the Company in agreeing to supply Work impliedly licences insofar as it is able to do so the reproduction or publication of the Work. However, in the event that payment is not received in accordance with Clause 4.2, the said licence shall be automatically revoked and the Client shall not be at liberty to make use of any Work in which the copyright of the Company subsists.
15.3 Whilst the Company undertakes to use its best endeavours to produce an accurate and idiomatic translation of the original text, the Client must accept that a translation may read differently from good original writing and no liability is accepted by the company for any alleged lack of advertising or sales impact. The Company shall be under no obligation to indicate or correct errors or omissions in original material supplied by the Client.
15.4 Where a Client has specified a particular use for translation Work and subsequently desires to use the translation for a purpose other then that for which it was originally supplied, the Client should obtain confirmation from the Company that the translation is suitable for the new purpose. The Company accepts no liability where a translation is used for a purpose other than that for which it was originally supplied and reserves the right to make a further charge for any amendments necessitated by the use of a translation for a new purpose.
15.5 Where the contract for Work provides for proofs or texts to be submitted to the Client for approval the Company shall not be liable for any errors not corrected by the Client or any amendments or modifications made by the Client in the proofs or texts so submitted.
16. Interpreting Services
16.1 This Clause shall apply exclusively to the provision of interpreting facilities by the Company and Clauses 1 - 12 above shall also apply save to the extent that they areinconsistent with any provisions of these Clause when the provisions of this Clause shall prevail.
16.2 Documentation and relevant reference materials should be supplied to the Company as soon as possible and in any event to arrive not less than 48 hours before the start of the assignment so that the interpreters have time to familiarise themselves with the specific terminology needed. No complaints regarding the quality of interpreting will be entertained by the Company if these materials are not made available.
16.3 Where the company supplies interpreting equipment it will make arrangements for its installation and operation. The Company shall not be responsible for any interpreting equipment not so supplied.
16.4 Where a Client provides accommodation and meals for an interpreter, no Per Diem charge will be made nor will the travelling expenses of an interpreter be charged to the Client if the Client supplies the relevant air/train tickets to the Company in advance.
16.5 If for any reason the Client cancels an assignment, 50% of the relevant working-day, nonworking-day and/or preparation day fees will be payable if the Company is informed in writing 15 (or over) days prior to the assignment. 75% of such fees will be payable for cancellation of 5 working-days or more prior to start of the assignment and 100% of such fees will be payable if the Client cancels the assignment within 4 days' notice of commencement of the assignment.
16.6 In the event of sickness or injury of an interpreter prior to or during an assignment, the company will use its best endeavours to find a replacement interpreter but no liability is accepted by the company for failing to do so.