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Terms and Conditions

These terms and conditions are applicable to all transactions relating to Sally Walker Ltd.

 

SALLY WALKER LIMITED – TERMS & CONDITIONS

These Terms and Conditions of Business (“Terms”) unless otherwise agreed in writing constitute the contract between Sally Walker Limited (trading as Sally Walker Language Services) (Registered number 1409375), having its registered office at Bank House, 1 Burlington Road, Bristol, BS6 6TJ (“the Company”) and the individual, firm or corporate organisation to whom the Company has agreed to provide translation, interpretation and associated services (“the Client”)

DEFINITIONS: In these Terms:

Quotation means the Company’s Quotation form, issued by the Company to the Client including without limit the specifications for and purpose of the work.

Translator means a person engaged by the Company to provide translation work for a Client and Interpreter: a person engaged by the Company to carry out interpretation work for a Client.

Services means the translation, interpretation and associated services that the Company may provide to the Client

Source Material means any Document or audio tape or recording provided by the Client to the Company to be translated in the course of the provision of the Services Document (whether printed or electronic), includes, in addition to a document in writing, any map, plan, drawing or photograph, any film, negative, tape or other device embodying visual images and any disc, tape or other device embodying any other data

Translated Material means any translated Document or transcription of audio material provided by the Company to the Client in the course of the provision of the Services

CONTRACT:

These Terms constitute the contract between the Company and the Client to the exclusion of the client’s own terms and conditions. No variation to these Terms shall be binding unless agreed in writing between the authorised representatives of the Company and the Client.

COST VARIATION:

If Translated Material is required to be used by the Client for a purpose other than that specified in the Quotation the Client shall first obtain confirmation from the Company that the Translated Material is suitable for the new purpose If the Translated Material requires amendment and/or adaptation to suit the new purpose, the Company reserves the right to charge an additional fee for so doing.

QUOTATIONS:

The Company may issue a Quotation for each assignment, The terms of any Quotation will expire after 30 days from the date the Quotation was given after which the Quotation may be withdrawn or varied by the Company. Quotations for translation and interpreting, typesetting, word processing and desk top publishing are subject to clear and specific instructions and/or sight of the final document and layout. Quotations made without sight of text are subject to amendment at any time after sight thereof. Quotations must be accepted in writing before work begins.

SURCHARGES:

Surcharges at the rates agreed between the Client and the Company (or if not agreed, at the Company’s prevailing standard rates) may be charged by the Company in the following instances:

(a)   Where work is intended for (i) publication which shall mean (without limit) being printed in multiple copies, disseminated to multiple recipients or the general public and shall include (without limit) books, magazines and newspapers, brochures, pamphlets, forms, posters public notices and signs, advertisements, web pages, or any part thereof or (ii) broadcast or transmission;

(b)   For expedited delivery; or

(c)   For hand-written or poor quality Source Material.

VALUE ADDED TAX:

Quotations are exclusive of Value Added Tax (or any other applicable tax or duty) for which the Client shall be additionally responsible at the current rate prevailing.

CHARGES:

The fees payable by the Client for the Services shall be as set out in the Quotation unless otherwise agreed with the Company in writing. All charges relating to any bank transfer fees and expenses and any currency conversion costs are the responsibility of the Client and, if necessary, will be invoiced as an additional item by the Company. Any variations after acceptance of the Quotation to the specifications of an assignment (e.g. authors amendments, variations, editing and consequential retyping) must be agreed in writing by the Company and the Client and the Company shall be entitled to charge additional fees at the rates agreed (or if not agreed, at the Company’s prevailing standard rates)

PAYMENT:

(a)   The Company may invoice the Client for the price of the Services on or at any time after performance of the Services. Payment for all invoices must be received within a maximum of 14 days from the date of the invoice and must be made without any deduction or set-off for any reason (including any alleged defect in the Services). The time of payment of the price shall be of the essence of the Contract.

(b)   The Company reserves the right to charge interest on all overdue payments. Interest will be charged daily on the basis of a 365 day year. The interest amount will be 3% above the base rate from time to time of Barclays Bank PLC from the date of the first missed payment until the outstanding amount is paid in full (whether before or after judgment).

(c) Payment is to be made in sterling unless otherwise agreed by the Company. Receipts for payment will be issued only on request.

(d) Ownership of Translated Material (and copyright or other intellectual property rights in relation to it) shall not pass from the Company to the Client until full payment has been made.

(e) In the event of the Client being in default of payment the Company has the right (without relieving the Client of its obligation to pay) to suspend all further deliveries of Services to the Client under any contract deliveries until full payment of outstanding fees, charges and interest is received.

CANCELLATION:

A charge of 25% of the total fees payable shall be levied by the Company on work cancelled by the Client. If work has already commenced the Client shall reimburse the Company for the cost of such work (and any expenses incurred) together with a cancellation charge of 25% of the original quotation (as amended). In respect of interpreting work if the cancellation is within 48 hours before the time the commencement of the assignment is due then the cancellation charge will be 100% of the original quotation (and any expenses incurred).

TRANSLATION OF FAXED OR SCANNED COPY:

The Company cannot be held responsible for misinterpretation of documents whether as a result of poor quality copy through transmission, or for other reasons.

WORK INTENDED FOR PUBLICATION:

Advertising publicity material, slogans and similar items are translated to the best of the Company’s knowledge and ability but all translation of this kind should be submitted to the market for which it is intended prior to printing, and approval obtained.

DELIVERY:

(a)   A delivery date agreed between the Company and the Client shall be binding only where such date was agreed in writing after sight by the Company of the full text for translation and provided that no subsequent additions or amendments by the Client are made thereto. In all other circumstances dates for the performance of the Services are approximate only and time is not of the essence. The Company will not be liable for the consequences of any delay.

(b)   If delivery other than by means of e-mail, post within the United Kingdom or fax is necessary an additional delivery charge shall be payable by the Client. All Translated Material shall be at the sole risk of the Client from the time of delivery to or to the order of the Client. Delivery takes place at the moment of posting (including the sending of e-mail) or delivery to a carrier and proof of such posting or delivery to a carrier shall be conclusive. The Company accepts no liability to the Client for Translated Material lost or damaged in transit.

(c)   Any Translated Material delivered on a floppy disk, DVD, CD, CD-ROM or video, or in a specific format or using special software, will be invoiced as a supplementary item, unless otherwise agreed. The Company shall not be liable to the Client in the event of the media and / or format and / or software being faulty, illegible, in a poor state or unusable.

CLIENT’S OBLIGATIONS:

(a)   The Client, at his own expense, shall supply the Company all necessary Source Material within sufficient time to enable the Company to provide the Services in accordance with these Terms.

(b)   The Client shall be responsible for the accuracy of the Source Material. The Company shall have no responsibility for the content or authenticity of the Source Material, nor does the Company have any responsibility for the implications of such materials being translated.

(c) The Client shall, at its own expense, retain duplicate copies of all Source Material and insure against its accidental loss or damage. The Company shall have no liability for any such loss or damage however caused.

(d)   The Client warrants that use of the Source Material will not directly or indirectly infringe the property or intellectual property rights of any other party. The Client grants to the Company a licence to store and use the Source Material and Translated Material for the purpose of providing the Services.

(e)   The Client further warrants that the Source Material is for their purposes correct, accurate and free from error and the Company shall not be liable for any defect in the Translated Material which arises as a result of an error in the Source Material or otherwise due to any inaccuracy in the Client’s instructions.

(f)   The Client will indemnify the Company against all losses, costs and claims of any nature caused by the Company’s use or possession of the Source Material or any breach of these Terms or other terms applicable to the contract between the Client and the Company.

(g)   The Client shall be responsible for ensuring the suitability and fitness of the Services for the Client’s required purpose (whether notified to the Company or not).

(h)   The Client shall at its own expense retain duplicate copies of all Source Material and insure against its accidental loss or damage. The Company shall have no liability for any such loss or damage, however caused.

LIABILITY:

(a)   Every reasonable endeavour will be made by the Company to carry out the Clients instructions and to ensure that the work is completed by qualified and competent Translators and Interpreters. The Company shall not be liable for indirect loss or third party claims occasioned by delay in completing the work or for any loss to the Client arising from delay in transit. Except in cases of death or personal injury causes by its negligence, where work is defective for any reason, including negligence, the Company’s liability (if any) shall in the case of translation work be limited to rectifying such defect and in the case of other Services to the price payable by the Client to the Company in respect thereof under the contract between them. In no circumstances shall the Company be liable for any indirect or consequential losses (including loss of profit or opportunity), expenses, damages or similar incurred by the Client or any third party.

(b)   The Company makes no warranty that the Translated Material will be suitable for the Client’s specific requirements nor that the Translated Material will be free from non-material errors.

(c) The Company shall have no liability to the Client for any loss, damage, costs, expenses or other claims for compensation arising from any Source Material or instructions supplied by the Client which are incomplete, incorrect, inaccurate, ambiguous, illegible, out of sequence or in the wrong order, or arising from their late arrival or non-arrival or any other fault of the Client.

(d ) Except as expressly set out in these Terms, and except where the Client is a consumer (within the meaning of the Unfair Contract Terms Act 1977) all warranties, conditions and other terms implied by statute or common law are excluded to the fullest extent permitted by law.

CLAIMS:

(a)   Claims arising from damage, delay or partial loss of Translated Material in transit must be made in writing to the Company and the carrier so as to reach them within ten days of delivery and claims for non-delivery within 21 days of agreed despatch of Translated Material. All other claims in relation to translated Materials must be made to the Company within 21 days of delivery. All claims relating to interpretation work must be made in writing to the Company within five days of the date of the assignment. If no notice of claim is served within the stated time the Client shall be deemed to have accepted and approved the Services, to have signed off the same, and to have agreed that the Company has met its obligations under these Terms with regard thereto.

(b)   A complaint must be made in writing with the Client providing sufficient detail to enable the Company to evaluate the claim.

(c) The Company will not be responsible for any amendments which are merely stylistic in nature. Whether an error is material or stylistic shall be determined solely at the Company’s discretion, exercised reasonably and in good faith.

CONFIDENTIALITY:

The Company will respect the confidential nature of the Client’s Documents, will not use them for any purpose other than the provision of the Services and will only disclose them or the information within them with the agreement of the Client or where required by law. This Term shall not apply to any information which is public knowledge at the time when it is provided to the Company and shall cease to apply if at any future time it becomes public knowledge through no fault of the Company.

ACCEPTANCE:

The Company reserves the right to decline acceptance of copy or material for translation or typing if such material is illegible or of an illegal or libellous nature.

CLIENT’S PROPERTY:

Clients’ property and all property supplied to the Company by or on behalf of the Client will be held, worked on and carried at the Clients risk (and the Client will take all necessary steps to insure the same).

GENERAL LIEN:

Without prejudice to other remedies the Company shall in respect of all unpaid debts due from the Client have a general lien on all goods and property in its possession (whether worked on or not) and shall be entitled on the expiration of 21 days notice to dispose of such goods or property as it thinks fit and to apply any proceeds towards such debts

ETHICS AND NON SOLICITATION:

(a)   In accordance with the Code of Ethics of the Institute of Linguists and the Institute of Translators and Interpreters of which the Company is a founding Corporate Member, any communication of any sort between the Client and the actual translator is strictly forbidden, unless the Company’s written permission is given.

(b)   During the time that the Company is trading with the Client and for a period of up to two year after the date on which the Company last provided Services to the Client, the Client shall not solicit the Company’s employees or sub-contractors (including Translators or Interpreters) who have been employed or engaged in the provision of the Services to the Client. For the purposes of this paragraph “solicit” means the soliciting of such person with a view to engaging such person as an employee, director, partner, subcontractor or independent contractor to provide the Services or any part thereof. Where the Client is in breach of this Term, the Client shall, as a genuine pre-estimate of the loss and damage that would be suffered by the Company as a result, pay to the Company an amount equal to half of the gross annual salary paid to an employee or fees paid to the sub-contractor in each case in the prior 12 months of the person so employed or engaged and solicited.

FORCE MAJEURE:

Every effort will be made to carry out the contract but its due performance is subject to cancellation by the Company or to such variation (in each case without liability to the Client) as may be necessary as a result of inability to secure Translators, Interpreters, materials or supplies or as a result of any Act of God, war or labour dispute, fire, flood, drought, legislation or other cause (whether of the foregoing class or not) beyond the Company’s control.

LAW:

These Terms and all other terms of the contract between the Company and the Client shall be governed and construed in accordance with the laws and the courts of England and the Company and the Client submit to the jurisdiction of the English Courts.

GENERAL:

(a)   The Company may sub-contract the provision of the Services or assign or transfer its rights and obligations under the contract between the Company and the Client

(b)   All notices must be in writing and will be deemed served if delivered at the time of delivery or if posted 2 days after posting via normal first class recorded post to the party’s last known address or place of business. All notices must in the English language.

(c) A person who is not a party to the contract between the Company and the Client has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any terms of it.

(d)   These Terms (together with any website terms and conditions where applicable) constitute the entire agreement between the Company and the Client, supersede any previous agreement or understanding and may not be varied except in writing between them. All other terms and conditions, express or implied by statute or otherwise, are excluded to the fullest extent permitted by law.

(e)   No failure or delay by either the Company or the Client in exercising any of its rights under these terms shall be deemed to be a waiver of that right, and no waiver by either of them of any breach of these terms by the other shall be considered as a waiver of any subsequent breach of the same or any other provision.

(f)   If any provision of these terms is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these terms and the remainder of the provision in question will not be affected.

(g)   The Client will for the purposes of the Data Protection Act 1998 consent to the processing of all or any personal data (in manual, electronic or any other form) relevant to the Services and/or any agent or third party nominated by the Company and bound by a duty of confidentiality. Processing includes but is not limited to obtaining, recording, using and holding data and includes the transfer of data to any country either inside or outside the EEA.

Company Registration in England – No.1409375 VAT Registration No.302 902989