Translation Services
1. Definitions and Interpretation
1.1 In these conditions:
-“AGREEMENT” means the Agreement for the provision of the Services by Eurologos to the Client as contained in the Order Form and these conditions
“CHARGES” means the fees, charges and expenses for the Services as set out in the Order Form
“CLIENT” means the person named on the Order Form for whom Eurologos has agreed to provide the Services in accordance with these conditions
“EUROLOGOS” means Consulting2expand Limited of Hamilton House, Mabledon Place, London WC1H 9BB trading as Eurologos-London
“INPUT MATERIAL” means any documents, materials, elements of text, images, graphics, designs, data or other information provided by the Client to Eurologos relating to the Services
“ORDER FORM” means the sheet or quotation to which these terms and conditions are appended
“OUTPUT MATERIAL” means any documents, transcripts, translations, materials, elements of text, images, graphics, designs, data or other information provided by Eurologos to the Client relating to the Services
“SERVICES” means the translation services to be provided by Eurologos for the Client and referred to in the Order Form
“WRITING” includes email
1.2 The headings in these conditions are for convenience only and shall not affect their interpretation
1.3 Unless the context otherwise requires words importing one gender include all other genders and words incorporating the single include the plural and vice versa
2. Supply of the Services
2.1 Eurologos shall provide the Services to the Client subject to these conditions. The Client shall sign, date and return the Order Form to Eurologos to acknowledge the Client’s acceptance of the details of the Services and charges outlined in the Order Form before Eurologos shall commence work. Any changes or additions to the Services or these conditions must be agreed in Writing by Eurologos and the Client
2.2 The Client at its own expense shall supply Eurologos with all necessary Input Material within sufficient time to enable Eurologos to provide the Services in accordance with the Agreement. The Client shall ensure the accuracy of all Input Material
2.3 The Client shall at its own expense retain duplicate copies of all Input Material and insure against its accidental loss or damage. Eurologos shall have no liability for any such loss or damage however caused. All Output Material shall be at the sole risk of the Client from the time it leaves the premises of Eurologos for delivery to the Client
2.4 The Services shall be provided in accordance with the Order Form and subject to these conditions
2.5 Eurologos may correct any typographical or other errors or omissions in any brochure or other published literature relating to the provision of the Services without any liability to the Client
2.6 Eurologos may at any time without notifying the Client make any changes to the Services which are necessary to comply with statutory requirements or which do not materially affect the nature or quality of the Services
3. Charges
3.1 The Client shall pay the Charges at the times and the stages specified in the Order Form and the final payment shall become due and payable to Eurologos 14 days after the date of invoice issued upon completion of the Services
3.2 The Client shall pay any additional Charges which are agreed between Eurologos and the Client for the provision of the Services 14 days after completion of the Services and the Client shall also pay such additional Charges which are in Eurologos’ sole discretion required as a result of the Client’s instructions or lack of instructions, changes or additions to the Services required, delay in providing or the inaccuracy of any Input Material or any other cause attributable to the Client
3.3 Unless otherwise provided in the Order Form reasonable additional Charges shall be levied by Eurologos for the performance of any or all of the following in connection with the Services:-
3.3.1 Delivery of Output Material by courier
3.3.2 Adaption or amendment of any Output Material previously supplied by Eurologos to suit a new purpose
3.4 No order may be cancelled after it has been accepted by Eurologos
3.5 In the event of late payment the Client shall pay interest on the amount of the Charges outstanding at the rate of statutory interest under the Late Payment of Commercial Debts (Interest) Act 1998 from the date payment was due until the outstanding amount is paid in full
3.6 If payment remains overdue for more than 21 days Eurologos reserves the right to withhold the provision of the Services until payment of all outstanding Charges and interest is made. Such withholding does not relieve the Client of its obligation to pay any outstanding Charges and interest
3.7 The Client shall be liable for and shall indemnify Eurologos against all costs and expenses incurred by Eurologos in respect of any steps, actions or proceedings made or brought against the Client by Eurologos to obtain payment of outstanding Charges and interest
3.8 All payments must be in U.K. pounds sterling unless otherwise agreed in Writing. If any cheque from the Client is returned by the bank as unpaid for any reason the Client will be liable for an administration fee of £50
4. Delivery
4.1 Any delivery dates quoted for delivery of the Output Material are approximate only and Eurologos shall not be liable for any delay in delivery however caused. Time for delivery shall not be mandatory or of the essence of the Agreement unless this is specified in the Order Form or agreed by Eurologos in Writing.
4.2 Where time is mandatory or of the essence as provided in the Order Form any special arrangements and the Charges for these for the collection and delivery of the Output Material shall be specified in the Order Form
5. Intellectual Property Rights
5.1 The property and copyright or other Intellectual Property Rights in any Input Material shall (subject to any such rights of any third party) belong to or continue to belong to the Client
5.2 The Client warrants that any Input Material and its use by Eurologos for the purpose of providing the Services will not infringe the copyright or other rights of any third party and the Client shall indemnify Eurologos in full against any loss, damages, costs, expenses or other claims arising from any such infringement
5.3 Unless specified in the Order Form the property and copyright or other Intellectual Property Rights in Output Material belongs to Eurologos as translator. The Output Material cannot be published, copied or reproduced without the express consent in Writing of Eurologos.
5.4 Unless otherwise agreed in Writing all publications and copies of the Output Material to which Eurologos has consented under Clause
5.3 shall carry an appropriate copyright notice in the wording required by Eurologos.
6. Confidentiality
6.1 Subject to the provisions of clause 6.2, any Input Material or other information provided by the Client which is so designated by the Client and any Output Material shall be kept confidential by Eurologos but the foregoing shall not apply to anything which is public knowledge at the time when it is so provided and shall cease to apply if at any future time it becomes public knowledge through no default of Eurologos
6.2 The parties accept that email is not a secure form of communication and the client accepts the risk to the confidential nature of information sent by email being the subject of attack from outside.
7. Warranties and Liability
7.1 Eurologos warrants with the Client that the Services will be provided using reasonable care and skill and as far as reasonably possible in accordance with the Order Form and at the intervals and within the times referred to therein
7.2 The Output Material will be deemed to be accepted and approved by the Client and to meet the obligations of Eurologos to the Client with regard thereto if the Client has not given written notice to Eurologos that Output Material is not satisfactory within 10 working days of the delivery to or to the order of the Client of such Output Material and after such period Eurologos shall have no liability for any defect in the quality of the Services or their failure to correspond with the Order Form and the Client shall be bound to pay the Charges as if the Services had been supplied in accordance with the Agreement
7.3 Where any claim in respect of any Services which is based upon any defect in the quality of the Services or in their failure to correspond with the Order Form is notified to Eurologos in accordance with these conditions Eurologos shall be entitled to re-perform the Services free of charge or at Eurologos’ discretion to refund the Charge for the Services in whole or in part but Eurologos shall have no further liability to the Client
7.4 Eurologos shall have no liability to the Client for any loss, damage, costs, expenses or other claims for compensation arising from any Input 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
7.5 Except in respect of death or personal injury caused by Eurologos’ negligence, fraud or fraudulent misrepresentation or as expressly provided in these conditions Eurologos shall not be liable to the Client by reason of any representation or any implied warranty, condition or other term or any duty at common law or under the express terms of the Agreement for any loss of profit or any indirect special or consequential loss, damage, costs, expenses or other claims (whether caused by the negligence of Eurologos its servants or agents or otherwise) which arise out of or in connection with the provision of the Services or the use or publication of any Output Material by the Client and the entire liability of Eurologos under or in connection with the Agreement shall not exceed the amount of Eurologos’ Charges for the provision of the Services except as expressly provided in these conditions
7.6 Eurologos shall not be liable to the Client or be deemed to be in breach of the Agreement by reason of any delay in performing or failure to perform any of Eurologos’ obligations in relation to the Services if the delay or failure was due to any cause beyond Eurologos’ reasonable control
8. Termination
8.1 Either Party may (without limiting any other remedy) at any time terminate the Agreement by giving written notice to the other if the other commits any breach of these conditions and (if capable of remedy) fails to remedy the breach within 21 days after being required by written notice to do so or if the other goes into liquidation (or in the case of an individual or firm) becomes bankrupt makes a voluntary arrangement with its creditors or has a receiver or administrator appointed or suspends or threatens to suspend or ceases or threatens to cease to carry on all or a substantial part of its business
8.2 In the event that the Agreement is terminated the Client shall pay to Eurologos a proportionate sum for the Services as carried out up to the date of termination on the basis of time incurred and materials used
9. Non-solicitation
9.1 The Client during the term of the Services and for a period of ten months after expiry or termination shall not solicit Eurologos’ employees or sub-contractors who have been employed or engaged in the provision of the Services. For the purposes of this clause “solicit” means the soliciting of such person with a view to engaging such person as an employee, director, partner, sub-contractor or independent contractor
9.2 Without prejudice to any other right or remedy of Eurologos in the event that the Client is in breach of clause 9.1 above then the Client shall pay to Eurologos by way of liquidated damages an amount equal to fifty per cent of the gross annual salary (as at the time of the breach) of the person so employed or engaged and if that person is not employed or engaged by Eurologos on a full time basis the gross annual salary to be used for the purposes of this clause shall be that salary that would have been payable by Eurologos if Eurologos did so employ or engage that person on a full time basis
9.3 The parties hereby acknowledge and agree that the formula specified in clause 9.2 above is a reasonable estimation of the loss which would be incurred by the loss of the person so employed or engaged
10. General
10.1 In providing the Services Eurologos is acting as an independent contractor and is not acting as an employee of the Client. Eurologos reserves the right to enter into a subcontract with a third party for the provision of all or part of the Services.
10.2 These conditions (together with the terms if any set out in the Order Form) constitute the entire agreement between the parties supersede any previous agreement or understanding and may not be varied except in Writing between the parties. All other terms and conditions express or implied by statute or otherwise are excluded to the fullest extent permitted by law
10.3 Neither party may assign, transfer or in any way make over any of its rights or obligations to any third party without the written consent of the other party
10.4 Any notice required or permitted to be given by either party to the other under these conditions shall be in Writing addressed to the other party at its registered office or principal place of business or such other address as any at the relevant time has been notified pursuant to this provision to the party giving the notice
10.5 No failure or delay by either party in exercising any of its rights under the Agreement shall be deemed to be a waiver of that right and no waiver by either party of any breach of the Agreement by the other shall be considered as a waiver of any subsequent breach of the same or any other provision
10.6 If any provision of these conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these conditions and the remainder of the provision in question shall not be affected
10.7 English law shall apply to the Agreement and the parties agree to submit to the exclusive jurisdiction of the English Courts.
10.8 These conditions do not nor are they intended to confer a benefit on a third party within the meaning of the Contracts (Rights of Third Parties) Act 1999.