LEX LINGUA TRANSLATIONS

TERMS AND CONDITIONS

Effective from 1 JULY 2011. These Terms and Conditions apply to all contracts between Lex Lingua and the Client for the provision of Services (as defined below).

Definitions:

1. Client” means the entity for whom Lex Lingua has agreed to provide the Services in accordance with these Terms.
2. “Consumer Client” means a Client who is an individual entering into an agreement with Lex Lingua for purposes other than business related purposes.
3. “Contract” means any contract agreed by the Client and Lex Lingua for the provision of Services for the payment of a Fee.
4. “Fee” means the fee payable by the Client to Lex Lingua in accordance with these Terms.
5. “Lex Lingua” means Gill Miller trading as Lex Lingua Translations, together with employees and subcontracted translators.
6. “Services” means translation services to be provided by Lex Lingua to the Client.
7. The singular includes the plural and vice versa, and the masculine includes the feminine.
8. Headings are used in these Terms for convenience only and shall not affect the interpretation of these Terms.

Services:

1. Lex Lingua agrees to provide translation services to the Client.
2. Unless otherwise agreed by Lex Lingua, the Contract will be agreed by exchange of email:
   1. Lex Lingua will, following the Client’s initial queries, provide a quotation or estimate by email.
   2. The quotation or estimate will include stipulations as to the Fee (which may be a fixed fee for the Services or refer to Lex Lingua’s official tariff in place at the time).
   3. The quotation or estimate will include stipulations as to turnaround time.
   4. The acceptance of that quotation or estimate by the Client by email (or otherwise in writing) will constitute a Contract between the parties.
   5. Lex Lingua will not commence work on the Services until in receipt of written confirmation from the Client of acceptance of the quotation or estimate.
3. Lex Lingua reserves the right to change the precise Services it offers at its sole discretion and without prior notice.
4. Lex Lingua reserves the right to amend these Terms at its sole discretion. All Services provided after the amendment of the Terms shall be governed by the Terms as amended. Lex Lingua shall send existing Clients notice by email of alterations to these Terms but any failure in transmission of such email shall not affect the alteration of the Terms.
5. Although Lex Lingua will use its discretion in the choice of the most suitable available translator for any particular Services, the Client acknowledges that translation is inherently subject to certain limitations:
   1. The precise intended meaning of the original foreign language words may depend upon subjective factors including but not limited to dialect / region specific words and meanings, and the context in which the words were originally used.
   2. Original foreign language words may sometimes be translated differently in two or more ways without any of the translations being technically wrong or inaccurate.
   3. Source documents where poorly written or illegible may not be capable of being properly translated.
   4. Lex Lingua will exercise reasonable skill and care in the provision of the Services but cannot guarantee that the translation is necessarily what was intended by the original foreign language wording.
   5. Lex Lingua cannot guarantee the truth or validity of the matters asserted in the original language or the translation.
6. If a translation is urgently required within an exceptionally tight timeframe, although Lex Lingua will exercise such skill and care as is reasonable in all the circumstances, the Client acknowledges that in such circumstances no warranty whatsoever in relation to the accuracy of the translation can be given.
7. Lex Lingua will supply translations as A4 Microsoft Word documents following approximately the same layout as the original. The method of delivery (whether email, CD-Rom or otherwise) shall be agreed by the parties in each case.
8. Lex Lingua will exercise reasonable skill and care in maintaining confidentiality in relation to both the original foreign language documents provided and the translations produced as part of the Services.
9. Generally Lex Lingua will not print out hard copies of original language documents or translations and will work directly with electronic versions. In the event of any hard copies being printed out, they will be shredded 30 days after provision of Services, if requested.
10. Electronic versions of original language documents or translations will be backed up and stored for a minimum period of 2 years after provision of the Services, following which they will be securely destroyed.
11. Lex Lingua will, where specifically agreed, attest the translation provided:
    1. If the Client requires attestation of the translation it must stipulate before the Contract is agreed.
    2. The attestation will be provided by Lex Lingua and will attest that the translator has informed her that he has faithfully translated the original language documents to the best of his ability, unless some other arrangement is specifically agreed by Lex Lingua.
    3. In the event that the Client requests and Lex Lingua agrees to provide an attestation signed by the translator himself, this will be subject to a cost and separate turnaround time from the translation itself.
    4. The provision of any attestation shall not affect the operation of these Terms in any way, and in particular in relation to exclusions of liability.
12. The Client confirms that it or its client holds the copyright in the original language documents provided for translation. Lex Lingua shall hold copyright in translations, and this copyright shall be transferred to the Client upon receipt by Lex Lingua in clear funds of the Fee.

Fee:

1. The Fee payable by the Client for the Services shall be set out in its quotation or estimate email set out in section 10 above. Unless a fixed fee is offered and agreed, the Fee shall be calculated by reference to Lex Lingua’s official tariff in place for the time being which shall be based on the word count.
2. All payments are to be made in Sterling currency, unless otherwise agreed with Lex Lingua.
3. All payments are to be made within 30 days of the invoice being raised by Lex Lingua.
4. Payments may be made by bank transfer or by cheque.
5. Bank charges, if any, shall be borne by the Client.
6. Lex Lingua reserves the right to charge statutory interest and claim compensation on payments not made within 30 days of the invoice being raised pursuant to the Late Payment of Commercial Debts (Interest) Act 1998 or any subsequent applicable legislation. Interest shall be payable at the rate of 8% above the base rate.
7. The Client shall not be entitled to withhold any payment on account of any disputed claim by the Client in relation to the Services whether under the particular contract or any other contract with the Client.
8. The Client shall not be entitled to set-off or otherwise deduct from any amount payable to Lex Lingua any monies allegedly due from Lex Lingua to the Client.
9. The Client shall not be entitled to withhold or delay payment of any amount payable to Lex Lingua on account of any third party withholding payment to the Client.
10. In the event of the Client cancelling Services after the Contract and before completion of work, the following provisions shall apply:
    1. The Fee shall remain payable in full, unless section 30.2 applies.
    2. Lex Lingua may in its sole discretion agree to reduce the Fee.

Warranties, and exclusion and limitation of liability:

1. Lex Lingua will exercise reasonable skill and care in the provision of the Services.
2. All warranties or conditions which might otherwise be implied into these Terms are excluded to the maximum extent permitted by law.
3. Except in respect of death or personal injury caused by Lex Lingua’s negligence, or as expressly provided in these Terms, Lex Lingua shall not be liable to the Client for any representation (unless fraudulent), or any implied warranty, condition or other term, for any duty at common law, for any loss of profit or any indirect, special or consequential loss, damage, cost, expenses or other claims (whether caused by the negligence of the Client, its agents or employees or otherwise) which arise out of or in connection with provision of Services or their use by the Client.
4. The Client acknowledges that translation is inherently subject to certain limitations:
   1. The precise intended meaning of the original foreign language words may depend upon subjective factors including but not limited to dialect / region / party specific words and meanings, and the context in which the words were originally used.
   2. Original foreign language words may sometimes be capable of be translated differently in two or more ways without any of the translations being technically wrong or inaccurate.
   3. Lex Lingua will exercise reasonable skill and care in the provision of the Services but cannot provide any warranty that the translation is necessarily what was intended by the original foreign language wording.
   4. Lex Lingua cannot provide any warranty as to the truth or validity of the matters asserted in the original foreign language wording or the translation.
   5. The Client acknowledges that Lex Lingua is not an expert in legal or technical matters and that it cannot rely on the translation being accurate in such respects.
5. The client agrees that it uses the Services at its sole risk and Lex Lingua does not guarantee that provision of the Services will be uninterrupted or free from error.
6. Lex Lingua will use reasonable endeavours to provide Services within any agreed timeframe, but shall be neither liable to the Client nor deemed to be in breach of the Terms by reason of any delay in providing or failure to provide the Services, provided that such delay or failure was due to any cause beyond Lex Lingua’s reasonable control. Causes beyond Lex Lingua’s reasonable control include, but are not limited to, the following:
   1. Failure in any computer system, telephone line, the internet, email systems or interruptions to electrical services.
   2. Acts of god, riot, war, invasion, terrorism, hostilities, civil war, rebellion, flood, fire, earthquake, drought and changes in the law.
7. Lex Lingua shall keep confidential all information and documents delivered to it by the Client and shall not disclose any such information or the contents of such documents to any third party unless compelled to do so by law.
8. The entire liability of Lex Lingua under or in connection with the provision of the Services shall not exceed the amount of Lex Lingua’s Fee for the provision of the Services, except as expressly provided in these Terms, except where liability cannot by law be limited.
9. These Terms constitute the entire contract between Lex Lingua and the Client, to the express exclusion of all other terms and conditions whatsoever. Any variation must be in writing and confirmed by Lex Lingua in order to be binding.

Miscellaneous Provisions:

1. The Client may not assign or otherwise transfer any rights and obligations without the prior written consent of Lex Lingua.
2. 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 same or any other provision.
3. The Company gives notification to the Customer that it processes personal data and is compliant with the terms of the Data Protection Act 1998.
4. Any notices to be given by one party to the other under these Terms shall be in writing and may be sent by email, fax, or by delivery by first class post or personal delivery to registered office or principal place of business.
   1. Any notice delivered personally shall be deemed delivered on the day of delivery.
   2. Any notice sent by post shall be deemed (in the absence of evidence of earlier receipt) to have been delivered two days after despatch and in proving the fact of despatch it shall be sufficient to show that the envelope containing such notice was properly addressed, stamped and posted.
   3. Any notice sent by email shall be deemed to have been delivered on the same day following its sending (in the absence of evidence of delivery failure).
5. In the event of any of these Terms being held to be invalid or unenforceable but would be valid and enforceable if modified, then the offending provision shall apply subject to the necessary modifications to render it valid and enforceable.
6. In the event of any of these Terms being held to be invalid or unenforceable and not capable of modification as set out above, it will be severed from the rest of the Terms which shall be unaffected.
7. No third parties shall have any rights under the contract between Lex Lingua and the Client, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
8. This Agreement shall be governed by and interpreted in accordance with the laws of England.
9. If ten (10) business days elapse following the delivery of the project without communication from the Client of any concerns, then the Client irrevocably waives all rights to dispute payment of any and all invoices pertaining to such project.
10. Complaints – In the event of the Client being in any way dissatisfied with the Services provided by Lex Lingua, it must before instituting any legal proceedings provide a complaint in writing to Lex Lingua which must be accompanied by comments on the translation provided. Lex Lingua will in its sole discretion after considering those comments offer a reduction in the Fee, offer for the translation to be done again by a different translator for a reduced Fee or no Fee, or will reject the complaint.
11. Any legal proceedings by the Client against Lex Lingua must in any event be brought within 2 years of the date of the provision of the translation in question following which all rights and remedies of the Client shall be irrevocably barred.