1.0 Definitions and Interpretation
1.1 “The Company” means Brightlines Translation Limited of Brightlines Translation Limited, Fiveways House, Westwells Road, Corsham, SN13 9RG. “Work” means any translation, graphic design, scanning, localisation, interpreting, typesetting, DTP, file conversion or 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. “Input Material” means any documents, materials, elements of text, images, graphics, photographs, designs, data or other information provided by the Client to the Company relating to the Work. “Output Material” means any documents, transcripts, translations, materials, elements of text, images, graphics, photographs, designs, data or other information provided by the Company to the Client relating to the Work. “Agreement” means the Agreement for the provision of the Work by the Company to the client as contained in the quotation and these terms and conditions.
1.2 Unless the context otherwise requires words importing one gender, include all other genders and words incorporating the single include the plural and vice versa.
1.3 The headings in these Terms and Conditions are for convenience only and shall not affect their interpretation.
2.1 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 Partner of the Company. These conditions shall be incorporated in every quotation, 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 shall be in writing and are given subject to confirmation by the Company upon receipt of the Client’s purchase order which is received as acknowledgement of the Client’s acceptance of the details of the Work, charges and terms outlined in the Company’s quotation. 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 dispatch and thereafter will lapse unless otherwise stated in writing.
3.2 Where appropriate, and in relation to translation services, the intended purpose of the Work shall be specified in the quotation.
3.3 In relation to translation services, should the Client desire to use the Work for a purpose other than that specified in the quotation, the Client shall first obtain confirmation from the Company that the Work 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.
4.0 Prices and Terms of Payment
4.1 Prices quoted are exclusive of value added tax (VAT) and delivery charge (other than first class postage). VAT is levied at the standard UK VAT rate on all invoices payable by Clients resident in the United Kingdom. VAT may not be applicable on invoices payable by Clients resident outside the United Kingdom.
4.2 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 for the completion of the Work or any legitimate purpose associated with it. Reasonable additional charges shall be levied for the performance of any or all of the following in connection with the Work:
4.2.1 Sending of facsimile messages overseas.
4.2.2 Delivery of any Work by courier or via email/ftp.
4.2.3 Adaption or amendment of any Work previously supplied by the Company to suit a new purpose.
4.2.4 Proofreading of any Work prepared by the Company by a native speaker other than the original translator.
4.2.5 Preparing and sending additional copies in any form of any Work to the Client.
4.2.6 Making multiple photocopies of any Work or sending multiple facsimile messages within the United Kingdom. For the purpose of interpreting this clause the word “multiple” shall mean more than two.
4.3 Payment for Work shall be made within 14 days from the date of the invoice unless specifically agreed in writing by a Director of the Company. In the event that the price payable by the Client is agreed to be payable in instalments, failure by the Client to make any instalment payment on or by the due date shall render the whole sum outstanding immediately due and payable.
4.4 If the provision of the Work takes longer than 1 month to complete, the Company shall be entitled to invoice the Client at monthly intervals for such part of the total price payable for the completed Work as the Company in its absolute discretion thinks fit.
4.5 The terms of payment of the price shown on the Company’s invoice are of the essence of the contract. If the Client fails to make payment on the due date specified on the invoice the Company will, without prejudice to any other rights or title, be entitled to add an interest charge at the rate of 8% per month until such time as full payment plus interest charges is effected by the Client.
4.6 All payments must be in UK 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 £30.
5.0 Completion of Work
5.1 Dates or periods for completion of Work are only at 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.
5.2 Should the completion of Work be required sooner than the normal time required for its proper production and in any event where commissioned Work is supplied by 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 other additional costs being incurred, a rush charge of plus a minimum of 50%, and priced according to the rush circumstances, will be made to cover the increased cost.
5.3 The Company accepts no liability for the consequences of any delay in completion of Work caused by the Client and in such events, any agreed deadlines or delivery schedules will automatically cease to be valid and new dates must be negotiated.
5.4 Unless otherwise agreed, a completed Work will be dispatched to the Client either by post, fax, email, or courier. Further copies of the same Work through these means may incur additional charge.
6.0 Cancellation and Suspension
6.1 If the Client for any reason cancels Work which he has commissioned, charges will be payable for all the completed Work up to the cancellation date and for all other costs and expenses which may accrue as a result of such cancellation.
6.2 If the Client suspends or postpones Work he has commissioned for a period of 7 days or more, 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 accrue as a result of such suspension. In any other case such charges will be payable upon completion of Work.
7.1 A complaint by the Client in respect of any Work or Invoice shall be notified to the Company in writing within 10 days of the receipt of the Work or Invoice by the Client. Complaints after this time will not be entered into.
7.2 In connection with any Work from the Company subject to the terms of Clause 10, the Company will accept liability for damage, death or personal injury caused by the negligence of the Company or its employees or subcontractors (being negligence 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 the clause, “damage” means loss or damage whatever (other than death or personal injury) directly or indirectly attributable to any negligent act or emission of the Company, its employees or subcontractors.
7.3 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 expressed in these Conditions.
7.4 The Company is prepared to negotiate special indemnity cover in any particular case at the request of the Client but will charge the Client accordingly.
7.5 Any text or other information provided by the Client which is so designated by the Client shall be kept confidential, whereas the Company will take all reasonable measures to ensure the confidentiality of materials supplied by the Client, the Company shall not be liable for any loss sustained by the Client through any breach of confidentiality by the Company or its servants.
8.0 Illegal Matter
8.1 Notwithstanding any other forms or any contract the Company shall not be required to design, translate, typeset, interpret or print any matter which in its opinion is or may be illegal or of a libellous nature. Where copyright subsists in texts or images, translated or typeset or printed by the Company, it is presumed that the Client has obtained all consents necessary for such work to be carried out.
9.0 Intellectual Property Rights
9.1 The Client warrants that any Input Material and its use by the Company for the purpose of providing the Work will not infringe the copyright or other rights of any third party and the Client shall indemnify the Company against any loss, damages, costs, expenses or other claims arising from any such infringement.
9.2 When the Work supplied is design, upon receipt of full payment the Company grants to the Client full rights to the design supplied. Until such payment the Client has no such rights. Unless otherwise specified the Company retains ownership of all design, original artworks, films, negatives, transparencies, screens etc. used in the course of the project.
9.3 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.
9.4 The property and copyright or other Intellectual Property Rights in Output Material the sole intended purpose of which is advertising and/or promotional material shall belong to the Company, but the Company shall assign to the Client any such property or other rights for which it may have for no further consideration upon completion of the Work (unless terminated by the Company pursuant to clause 14) subject to and only after payment in full of the charges for the Work.
9.5 Unless specified in the quotation the property and copyright or other Intellectual Property Rights in Output Material the intended purpose of which is publication and sale on the open market belongs to the Company as translator. Where this purpose is specified in the quotation it is agreed that the Client shall be granted a license to publish such Output Material on a single occasion in consideration of payment of the agreed price in full. Copyright may be assigned by agreement and on payment of an additional fee in full. Copyright in any incomplete Output Material involving translation by the Company remains the property of the Company as translator unless otherwise agreed in writing or specified in the quotation.
9.6 Unless otherwise agreed in writing or in the quotation by the Company where copyright is retained by the Company as translator all publications and copies of the work shall carry the following copyright notice, as is appropriate in the circumstances: “Copyright logo” Brightlines Translation Limited “Year” For example: © Brightlines Translation Limited 2013
10.0 Client’s Property
10.1 All documents, paper or 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 consequential loss or damage thereto.
10.2 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. Should the Client require any documents to be destroyed, he shall request this in writing.
11.0 Use of Company Personnel
11.1 In the event of any Client associate of a client or any person or body having a financial interest in the Client using the services of a relevant person, working or having worked through the Company for the Client, and the said relevant person is subsequently offered or takes direct employment whether full, part-time or freelance, or accepts any order by or from the Client, an introduction fee of £8500.00 (exclusive of VAT) shall be due and payable immediately to the Company by the Client, unless otherwise agreed in writing by the Company. This sum is deemed a reasonable estimation of the loss which would be incurred by the loss of the person so employed or engaged.
12.0 Force Majeure
12.1 In the event of Force Majeure (which shall be strike, fire, power failure, 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 withdraw from the contract for the Work but in any event the Client undertakes 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.
13.1 These conditions shall be interpreted in accordance with English Law and the Company and the Client irrevocably submit to the non-executive jurisdiction of the English Courts.
14.0 Translation, Typesetting and Ancillary Services, Work as Defined in Clause 1.1
14.1 Nothing within these terms and conditions shall be construed as giving the Client any intellectual property rights to any material including computer software and systems, whether developed by the Company or by third parties, that the Company may use whether in the preparation of translations or transmission of data to the Client.
14.2 Whilst the Company undertakes to use its best endeavour 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 so no liability is accepted by the Company for an alleged lack of advertising or sales impact. The Company shall not be under an obligation to indicate or correct errors or omissions in any original material supplied by the Client for the purpose of translation or interpreting.
14.3 The Company shall not be liable for errors in conversion from one system of measurement to another, for transliteration of names and other proper nouns from one script to another or for translation of abbreviations, neither shall the Company be liable for errors resulting from illegibility of any material supplied by the Client or for any consequent loss or damage thereupon.
14.4 Where the contract for work provides 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 modification made by the Client in the proofs or texts so submitted.
15.1 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 30 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.
15.2 In the event that the Agreement is terminated the Client shall pay to the Company a proportionate sum for the Work as carried out up to the date of termination on the basis of time incurred and materials used.
16.0 Aggressive Timelines
16.1 Brightlines will endeavour to deliver whatever the urgency. However, aggressive timelines can introduce an element of risk and such conditions are not always conducive to the highest quality translation deliverables that would ordinarily be expected from Brightlines. Brightlines Translation cannot be held responsible if aggressive timelines affect translation quality.
17.0 Machine Translation
17.1 Machine translation is for information purposes only.
18.0 Translation Subjectivity
18.1 At Brightlines our translators always adhere to tone of voice guidelines, glossaries and other reference material supplied. However, translation is not an exact science and many words can be used to express the same meaning. Brightlines cannot therefore be held liable for personal preference variations or client-preferred terminology. Additional charges may be incurred if many client-preferred terms need to be incorporated into the final translated document.
19.1 Should any provision of these Terms and Conditions be held by any competent authority to be invalid or unenforceable in whole or in part, the validity of all other provisions of these Terms and Conditions shall not be affected.
19.2 These terms and conditions are subject to change without prior written notice.