By submitting a text for translation or submitting any other Work to be carried out by the Company, the Client enters into a binding agreement with this Company covered by the following terms and conditions:

1. Definitions/General

1.1 "The Company" means Complete Translations Ltd. "Work" means any translation or any other work undertaken by or any other services supplied by the Company. "Client" means any person or corporate entity to which the Company shall supply work.

1.2 In the event of any conflict between any part of the contract between the Company and the Client, the documents constituting the agreement between the parties shall have priority in the following order:

1. Signed service level agreement (if any) entered into between the parties.
2. These Terms and Conditions

2. Quotations

2.1 Verbal quotations are given for guidance only. They are not binding upon the Company and are subject to written confirmation on receipt of the text for translation. Written quotations remain valid for 30 days after dispatch unless otherwise stated. The cost of translation is based upon the number of words of text in the source language.

2.2 The company reserves the right to make an additional charge to the quoted amount, if after commencement of translation, changes to the source text are advised by the Client. Such charge will be agreed with the Client.

2.3 Quotation Terminology:

"Revised translation" means a translation proofread by the same translator.
"Proof reading" means proofing by an independent proofreader.

2.4 The Contract shall come into force on receipt of your purchase order, confirmation of a quotation or any other such confirmation by you for us to go-ahead with the Work and on the commencement of the Work to be provided by us.

2.5 The Contract will be subject to these Terms and Conditions. All terms and conditions appearing or referred to in the order or otherwise stipulated by you shall have no effect.

2.6 Quotations are given on the basis of your description of the source material, the purpose of the translation and any other instructions. Such quotations may be amended at any time if, in our opinion, the description of the source materials, instructions or any other element is materially inadequate or inaccurate.

2.7 These Terms and Conditions apply to all Work provided to you.

3. Price and Payment

3.1 Unless otherwise stated, prices are in sterling (GBP) and are exclusive of value added tax and any other tax or duty. We shall invoice you for all appropriate taxes and expenses for which we are liable to collect. The Client shall be liable to pay any penalties or interest on such taxes which are payable by us as a result of your delay in paying such taxes.

3.2 Payments for all work shall be made within 21 days of invoice date unless specifically agreed in writing by the Company, although in some circumstances payment or part payment may be requested prior to the commencement of the work. Without prejudice to the Company's other rights, the company reserves the right to levy a service charge of 8% per year on all balances outstanding beyond the due date.

3.3 Where the work is being provided in stages and/or over a period of time of more than 60 (sixty) days, we reserve the right to invoice you upon completion of each stage of the work or at monthly intervals.

3.4 Failure to pay any invoice in accordance with the foregoing terms or other terms specified in the Contract shall entitle us to suspend further work both on the same order and on any other order from you without prejudice to
any other right we may have.

4. Completion of Work

4.1 Whilst the Company has a very good reputation for prompt delivery and will always endeavour to meet deadlines, dates or periods for completion of Work are only best estimates and the Company is not liable for the consequences of any delay for any reason whatsoever. In particular, the Client should be aware that the Company cannot be held responsible for delays or information degradation associated with any breakdown whatsoever caused by failures on the Client's servers or telecoms' systems, or the Company's servers or telecom' systems which are outside the control of the Company and which are known to occur from time to time.

4.2 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.

4.3 Work will normally be despatched to the Client by electronic mail as an electronic file (Word, rtf, pdf, etc). In the event that the Client requires Work to be supplied in hard copy by post, the Company cannot be held responsible for delays in supply or for any failure in the fulfilment of supply caused by the postal system.

4.4 Should completion of Work be necessary sooner than the normal time required for its proper production, Complete Translations reserves the right to charge supplementary urgency rates to cover any overtime requirements or additional expenses. Should any other additional costs be incurred, Complete Translations is entitled to charge for these as well. All expedited Work is subject to clause 8.7 below.

4.5 Complete Translations accepts no liability for the consequences of any delay in completion of Work caused by the Client and in this event any agreed deadlines or delivery schedules will automatically cease to be valid and new dates must be negotiated.

4.6 Complete Translations reserves the right to sub-contract all or part of the Work to a contractor or contractors of its own choice.

5. Interpreting

5.1 If the Client is unexpectedly absent then the Interpreter shall wait at the venue until 30 minutes after the agreed start time. When the Client has failed to attend an event then the Company shall charge the full service fee for the expected number of hours plus expenses.

5.2 The Company shall not charge a service fee if the Interpreter is unable to attend an event due to unforeseen circumstances: the Company will endeavour to arrange a substitute interpreter and notify the relevant parties as soon as possible, however no liability is accepted by the Company for failing to do so.

5.4 The Company shall charge the full service fee if the interpreter is unavoidably late but is still required to perform their tasks.

5.3 Whilst the Company shall make every effort to provide services by the agreed date/time they shall not be responsible for delays in completion caused by events beyond the Company's control.

5.4 The Company shall not be liable for failure on the part of the interpreter to any obligations to the Client.

6. Cancellation and suspension

6.1 If the Client, for any reason, cancels Work which he or she has commissioned, charges will be payable for all completed Work up to the cancellation date and for all other costs and expenses (including preparatory work and time to enable the Work) which may occur as a result of such cancellation.

6.2 If the Client suspends or postpones Work he or she has commissioned, 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 occur as a result of such suspension.

6.3 In case of Force Majeure (Strike, Lockout, 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 commission as agreed), the Company shall notify the Client without delay, indicating the circumstances. Force Majeure shall entitle both the Company and the Client to withdraw from the commission, but in any event, the Client undertakes to pay the Company for Work already completed. The Company shall assist the Client, to the best of its ability, to
place his commission elsewhere.

6.4 Any termination of the Contract shall not prejudice any rights or remedies which may have accrued to either party.

7. Delivery

7.1 The Company will not be liable in any circumstances for the consequences of any delay in delivery or performance or failure to deliver or perform or if any delay or failure is due to late delivery or performance or non-delivery or non-performance by suppliers or subcontractors, shortage of labour, an act of God, fire, inclement or exceptional weather conditions, industrial action, hostilities, governmental order or intervention (whether or not having the force of law) or any other cause whatever beyond our control or of an unexpected or exceptional nature.

7.2 Delivery is deemed to have taken place on posting, faxing or electronic delivery to a carrier, as the case may be, and the risk shall pass to the Client.

7.3 However, the Company will retain a copy of the translation and, should there be any loss or damage, will forward a further copy free of charge.

7.4 When the Client requires the Company to utilise a third party such as but not limited to a Notary Public, Solicitor, or the Foreign and Commonwealth Office, the Company cannot be held responsible for any delay in delivery or non-performance of these third parties.

8. Responsibility and Liability

8.1 The Company shall be relieved of all liability for obligations incurred to the Client wherever and to the extent of which the fulfilment of such obligation is beyond its control.

8.2 A complaint by the Client in respect of any Work shall be notified to the Company in writing within five (5) days of the receipt of the Work by the Client. Following completion of a project, the Company agrees to rectify at no charge to the client any inaccuracies, errors or omissions which are at the fault of the Company. Our liability will be no more than to rectify any such alleged inaccuracies, errors or omissions that we feel to be justified, to our satisfaction. The Client shall always give the Company the opportunity to make right any alleged issues within the translation. At no time will such allegations delay payment.

8.3 The Company shall not be liable to the Client or any third party in any circumstances whatsoever for any consequential loss or damage of any kind (including loss of profit, business, contracts, revenue, damage to reputation or goodwill, anticipated savings, and or any other indirect or consequential loss or damage whatsoever) resulting from the use of translated material which exceeds the contract price for the Work supplied, and the Client shall indemnify the Company against all claims and demands upon the Company for any such consequential loss or damage.

8.4 No terms, conditions or warranties, whether express or implied, about the quality or fitness for purpose of the Work shall be incorporated unless expressly set out in this Contract.

8.5 Whilst the Company undertakes to use its best endeavours to produce an accurate and idiomatic translation of the Client's original text, the Client must accept that a translation reads differently from good original writing and no liability is accepted by the Company for any alleged lack of advertising or sales impact.

8.6 The Company does not warrant that the Work will meet your specific requirements and we do not warrant that the Work will be uninterrupted or error free. Furthermore, the Company does not warrant or make any representation regarding the use of the Work provided in terms of accuracy, correctness, reliability or otherwise.

8.7 Where:

8.7.1 The Client requires the Company to provide Work with expedition and/or
8.7.2 We propose that the Client utilises another of our services for the fulfilment of their requirements and the Client does not do this (Elite Gold Service is always recommended over the Standard Silver Service)

then there may be a risk that the quality of the Work is not of the high standard we provide in the normal course of our business. In either circumstance the Company disclaims any responsibility for the Work and you accept that

a) The Work may not be carried out by us using the same level of skill and care as we would use in providing the Work in the normal course of the business of the Company;
b) There may be errors or omissions in the performance of the Work which shall not entitle the Client either to cancel the Contract or decline to make any payment to us in respect of the provision of the Work; and
c) You indemnify us in relation to any claim made or loss suffered as a consequence of any such error or omission.

8.8 Unless otherwise and expressly agreed by the Company in writing, the Client (which for the purposes of this clause includes any associated companies, their or your employees, directors, principals or shareholders) shall not, for a period of five years after termination of the Contract, either directly or indirectly, on your own account or for any other person, firm or company, solicit, employ, endeavour to entice away from the Company or use the services of a translator, interpreter or other language professional who has provided Work to the Client on behalf of the Company under the Contract. In the event of a breach under this clause, the Client agrees to pay the Company an amount equal to the aggregate remuneration paid by the Company to the Translator, Interpreter or other language professional for the 3 years prior to the date on which you employed or used the services of the Translator,
Interpreter or other language professional.

9. Nature of Translation

9.1 A translation is the straight and more or less literal transfer of material written in one (source) language into another (target) language by a translator rigorously applying known precepts of grammar and a knowledge of the vocabulary required for the purposes of any given translation derived from his or her own experience or from dictionaries, specialist or otherwise. Translation is, however, to be compared with Adaptation and Copywriting in both of which to a lesser or greater extent the concepts contained in the original material are retained but the manner in which these are expressed may be discarded completely in the target language with the aim of maximising persuasiveness. The Company undertakes to use its best endeavours to produce an accurate and idiomatic translation of material to be translated within the terms of the clause and subject to the clause below.

9.2 A translation reflects the quality of the original written material. In the material to be translated where concepts are poorly expressed, where the wrong choice of language has been made, where typographical mistakes are present, where the text is incomplete or factually incorrect, in all or any of these instances the same inadequacies may show up in the translation. The Company is not entitled to take any decisions on behalf of the Client to make such modifications as might improve the text in translation or elucidate passages of the original text but may notify the Client of such inaccuracies. The Company will not therefore accept any criticism of any translation where these considerations may be at issue.

9.3 In the event that a more specific knowledge of sector-specific terminology is required for the proper translation of a particular piece of written material, for example but not by way of limitation, such knowledge as would only be available to a particular Client company or organisation, it cannot be assumed that the Company possesses such knowledge. In such a case it is incumbent on the Client to provide such instruction to the Company as may be necessary for the proper translation of the material in the form of individual glossaries or any other aid to translation. The Company will however, always attempt to place specialist translation with translators experienced/qualified in specialist translation.

9.4 Where a Client has specified a particular use for translation Work and subsequently desires to use the translation for a purpose other than 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 further charges for any amendments which the translation may require.

9.5 Where the Contract for Work provides for proofs or text 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.

10. Clients Property

10.1 All documents or any other property supplied to the Company will be held or dealt with by the Company at the Client's risk and the Company will not be responsible for the consequential loss or damage thereto.

10.2 The Company reserves the right to destroy or otherwise dispose of any document or other property of the Client which has been in its custody for more than twelve (12) months following completion of the Work to which it relates.

11. Confidentiality

11.1 Subject to clause 11.3, and (on our part) save as necessary in order for us to provide the Work neither party may use any of the other party’s Confidential Information (any information (in any form) which is confidential either to the Company or the Client and which either the Company or Client discloses in connection with our Work).

11.2 Subject to clause 11.3, neither party may disclose to any other person any of the other party’s Confidential Information.

11.3 Either party may disclose the Confidential Information of the other:
11.3.1 When required to do so by law or any other regulatory authority, provided that the party required to disclose the Confidential Information, where practical and legitimate to do so:

a) Promptly notifies the owner of any such requirement; and
b) Co-operates with the owner regarding the manner, scope or timing of such disclosure or any action that the owner may take to challenge the validity of such requirement.

11.3.2 To its (or any of its associated company’s) personnel, sub-contractor’s personnel or any person whose duties reasonably require such disclosure, on condition that the party making such disclosure ensures that such person to whom such disclosure is made:

a) Is informed of the obligations of confidentiality under these Terms and Conditions; and
b) Complies with those obligations as if they were bound by them.

11.4 The obligation of confidentiality contained within this clause 11 shall survive termination of the Contract howsoever caused.

11.5 Each party agrees that its obligations under this clause 11 are necessary and reasonable in order to protect the party making the disclosure and each party agrees that the remedy of damages would be inadequate to compensate the party making the disclosure for any breach by the party receiving the disclosure of its obligations set out under this clause 11. Accordingly, each party agrees that, in addition to any other remedies that may be available, the party making the disclosure shall be entitled to seek injunctive relief against the threatened breach of this agreement or the continuation of any such breach by the party receiving the disclosure, without the necessity of proving actual damages.

12. Illegal Matters

12.1 The Company shall not be required to translate any matter which in its opinion is or may be of an illegal or libellous nature. Where copyright exists in texts to be translated by the Company, the Client warrants that it has obtained all consents necessary for such translation to be made.

12.2 The Company shall be indemnified by the Client in respect of any claims, proceedings, costs and expenses arising out of any libellous matter printed or published for the Client, or any infringement of copyright, Intellectual Property Right, patent, design or third party right. This list is not exhaustive.

13. Intellectual Property and Copyright

13.1 The Copyright of the translation is the property of the Company and will be passed on to the Client only after full payment has been made for the Work.

13.2 Once payment has been made for the Work all Intellectual Property Rights (including but not limited to copyright) in the Original Works and the Work shall vest in the Client (or your licensors) but, for the avoidance of doubt, you hereby grant to the Company (and our sub-contractors) a licence to store and use the Original Works for the
duration of the Contract and for the purposes of providing Work to the Client.

14. Data Protection

14.1 Each party shall ensure that in the performance of its obligations under these Terms and Conditions it will at all
times comply with the relevant provisions of the Data Protection Act 1998.

14.2 The Company acknowledges that if we are required to process any data in the course of providing the Work we shall do so only on Client instructions.

15. Miscellaneous

16.1 If any provision of these Terms and Conditions is or becomes invalid or unenforceable it will be severed from the rest of the Terms and Conditions so that it is ineffective to the extent that it is invalid and unenforceable and no other provisions of the Terms and Conditions shall be rendered invalid, unenforceable or be otherwise affected.

16.2 A person who is not party to this Contract shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Contract. This clause does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act.

16.3 Nothing in these Terms and Conditions or the Contract is intended to or shall operate to create a partnership or joint venture between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

16. Jurisdiction

16.1 These conditions shall be interpreted in accordance with English law and the Company and the Client irrevocably submit to the exclusive jurisdiction of the English Courts.