Terms and Conditions – Corporate Translate
1. DEFINITIONS AND INTERPRETATION
1.1 In these Conditions unless the context otherwise requires:
Business Day means a day other than a Saturday or Sunday on which banks are generally open for normal business in England or the United States as applicable.
Charges means the charges payable by the Customer to Corporate Translate for the provision of the Services.
Conditions means these terms and conditions as amended from time to time in accordance with clause 18.3.
Confidential Information means all confidential information and technical know-how relating to the Services and the business of each party including the information or documents of the Customer’s clients provided to Corporate Translate for the purpose of these Conditions and the terms of these Conditions but excluding any information:
(a) which is publicly known or becomes publicly known other than by a breach of these Conditions; or
(b) which when it is disclosed to the other party is already known to that party; or
(c) which after being disclosed to the other party is disclosed to that party again by a third party lawfully entitled to disclose it.
Contract means the contract between Corporate Translate and the Customer for the supply of the Services comprising the Quotation and these Conditions.
Commencement Date has the meaning given in clause 2.3.
CPI means the Consumer Price Inflation index published in the United Kingdom or if that index is no longer published an alternative index that most closely resembles it.
Customer’s Affiliate means any entity that directly or indirectly controls is controlled by or is under common control with the Customer where control means the beneficial ownership of more than 50 per cent of the issued share capital of a company or the legal power to direct or cause the direction of the general management of the company and controls and controlled shall be construed accordingly.
Intellectual Property Rights means to the extent recognised in any jurisdiction all intellectual property or proprietary rights whether registered or unregistered legal or beneficial and whether subsisting now or in the future including copyrights patent rights including applications for patent protection publicity rights trade secret rights registered or otherwise protected trademarks trade names service marks and protections from trademark dilution.
Good Industry Practice means the exercise of that degree of skill care diligence prudence and foresight that would ordinarily be expected from a skilled and experienced professional language services provider operating in the United Kingdom and United States markets.
Original Works means the documents files materials and works provided by the Customer for the purposes of carrying out the Services.
Pre-existing Intellectual Property means any Intellectual Property Rights which are owned by or licensed to Corporate Translate or its Sub-contractor prior to the Commencement Date or independently of the provision of the Services.
Services means the services provided to the Customer by Corporate Translate under these Conditions and set out or referred to in the Quotation.
Staff means the natural persons who provide the Services on behalf of Corporate Translate who may be employees of Corporate Translate or Sub-contractors or supplied by a Sub-contractor.
Sub-contractor means a person providing elements of the Services to Corporate Translate under a contract for services including a self-employed individual.
Translated Works means the result of all translations of Original Works and Services required to be undertaken by Corporate Translate on behalf of the Customer under these Conditions.
Purchase Order means an order for Services indicating that the Customer wishes to purchase the Services such order being placed in response to a Quotation.
Quotation means a quotation for Services issued by Corporate Translate in response to an enquiry from the Customer.
1.1.1 a reference to delivery of the Translated Works has the meaning given in clause 6.3;
1.1.2 the singular includes the plural and vice versa and words in one gender include all genders;
1.1.3 a reference to a statute or statutory provision includes:
1.1.3.1 any subordinate legislation made under it;
1.1.3.2 any repealed statute or statutory provision which it re-enacts with or without modification;
1.1.3.3 any statute or statutory provision which modifies consolidates re-enacts or supersedes it including any applicable United States federal or state legislation where relevant;
1.1.4 a reference to:
1.1.4.1 any party includes its successors in title and permitted assignees;
1.1.4.2 a person includes any individual firm body corporate association partnership government or state whether or not having a separate legal personality;
1.1.4.3 a clause is to a clause of these Conditions;
1.1.5 the headings of clauses are for convenience only and shall not affect interpretation.
1.2 In the event of any conflict between the Quotation and these Conditions these Conditions shall take precedence.
1.3 Any words following the terms including include in particular for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words description definition phrase or term preceding those terms.
2. BASIS OF CONTRACT
2.1 Any Quotation shall not be binding on Corporate Translate and is given on the basis that the terms quoted will remain open for the placing of a Purchase Order for up to 30 days from the date of the Quotation. Corporate Translate may withdraw a Quotation at any time before the Customer places a Purchase Order.
2.2 The Purchase Order constitutes an offer by the Customer to purchase the Services in accordance with the relevant Quotation and these Conditions. Corporate Translate is under no obligation to accept any Purchase Order.
2.3 The Purchase Order shall only be deemed to be accepted when Corporate Translate issues written acceptance of the Purchase Order at which point and on which date the Contract shall come into existence (Commencement Date). Corporate Translate does not intend to form a legally binding contract at any earlier stage.
2.4 Quotations are given on the basis of any description provided by the Customer or its authorised representatives of the Original Works the purpose of the Services and any other relevant instructions necessary to enable Corporate Translate to perform the Services. The Quotation may be amended at any time including after the Commencement Date if in Corporate Translate’s reasonable opinion the description is materially inaccurate or incomplete.
2.5 Any samples drawings descriptive matter advertising illustrations or descriptions of the Services issued by Corporate Translate are provided for the sole purpose of giving an approximate indication of the Services and shall not form part of the Contract or have contractual effect.
2.6 These Conditions apply to the Contract to the exclusion of any other terms which the Customer seeks to impose or incorporate whether set out in a Purchase Order or implied by trade custom practice or course of dealing.
2.7 Where insufficient information is provided in a Purchase Order Corporate Translate may request further information from the Customer prior to acceptance of the Purchase Order.
2.8 In consideration of the provision of the Services the Customer shall pay Corporate Translate the Charges in accordance with clause 5.
3. CORPORATE TRANSLATE’S OBLIGATIONS
3.1 Corporate Translate shall provide the Services in accordance with Good Industry Practice.
3.2 Corporate Translate shall use reasonable endeavours to provide the Services to meet the specific requirements of the Customer provided that the Customer notifies Corporate Translate in writing of any specific requirements and those requirements are agreed in writing between the parties prior to acceptance by Corporate Translate of the relevant Purchase Order.
3.3 Corporate Translate shall use reasonable care and skill in selecting Staff to perform the Services in accordance with these Conditions.
3.4 Corporate Translate shall ensure that relevant Staff are available for the performance of the Services and where any such person is unavailable Corporate Translate shall promptly use reasonable endeavours to provide a suitable replacement.
3.5 The Customer acknowledges that any Original Works or Translated Works submitted by either party via electronic means including the internet cannot be guaranteed to be free from the risk of interception loss or corruption during transmission even where encrypted and Corporate Translate shall have no liability for any such interception loss or corruption.
3.6 Corporate Translate shall not be obliged to continue to perform the Services where in its reasonable opinion doing so would involve a breach of any warranty given by the Customer under these Conditions an illegal act or a safety or compliance risk under applicable UK or United States law.
4. CUSTOMER’S OBLIGATIONS
4.1 The Customer undertakes and agrees with Corporate Translate that it shall at all times during the term of the Contract:
4.1.1 obtain and maintain all consents permissions approvals and licences required to enable Corporate Translate to perform its obligations under these Conditions;
4.1.2 provide accurate complete and timely information materials and instructions as reasonably requested by Corporate Translate for the provision of the Services;
4.1.3 comply with the terms of any software licence agreement and the terms of use of any online platform made available to the Customer by Corporate Translate from time to time.
4.2 The Customer warrants and undertakes to Corporate Translate that it has full corporate power authority and capacity to enter into the Contract and to perform its obligations under it.
5. CHARGES AND PAYMENT
5.1 In consideration of the provision of the Services the Customer shall pay Corporate Translate the Charges at the rates set out in the relevant Quotation and in accordance with these Conditions.
5.2 Where any Charges are invoiced in a currency other than pounds sterling and a Currency Fluctuation occurs Corporate Translate may revise the Charges to ensure that the sterling value of the Charges invoiced is equivalent to the sterling value of the Charges at the date Corporate Translate accepted the relevant Purchase Order. For the purposes of this clause 5.2:
5.2.1 a Currency Fluctuation occurs where there is a change of five per cent or more in the value of the relevant currency against sterling between the date of acceptance of the Purchase Order and the date the invoice is prepared;
5.2.2 the value of sterling against the relevant currency shall be determined by reference to a recognised central bank or published spot exchange rate.
5.3 The Charges are exclusive of value added tax sales tax or any equivalent applicable taxes which shall be payable by the Customer at the applicable rate and in the manner prescribed by law.
5.4 Corporate Translate shall submit invoices following completion of the Services. Where Services extend beyond one calendar month Corporate Translate reserves the right to submit interim monthly invoices based on Services performed up to the end of each month with a final invoice issued upon completion.
5.5 The Customer shall pay all invoices within 30 days of the invoice date without deduction set-off or counterclaim.
5.6 Failure to pay any invoice in accordance with these Conditions shall entitle Corporate Translate to suspend the provision of Services without prejudice to any other rights or remedies.
5.7 Corporate Translate reserves the right to charge interest on overdue sums calculated monthly at the rate of one per cent per month on the outstanding balance until payment is received.
6. DELIVERY
6.1 Corporate Translate shall use reasonable endeavours to deliver the Translated Works and perform the Services within any timescales set out in the Quotation. Where Corporate Translate anticipates a delay it shall notify the Customer and seek to agree revised timescales where appropriate.
6.2 Corporate Translate shall not be responsible for any delay or failure in performance to the extent caused by:
6.2.1 any act omission delay or change requested by the Customer including failure to supply Original Works or required instructions; or
6.2.2 the occurrence of a force majeure event as described in clause 14.
6.3 For the purposes of these Conditions the Translated Works shall be deemed delivered:
6.3.1 at the time Corporate Translate provides the Translated Works to a postal or courier service where physical delivery has been agreed;
6.3.2 at the time Corporate Translate sends the Translated Works to the email address specified in the relevant Purchase Order where delivery by email has been agreed; or
6.3.3 in any other case at the time Corporate Translate notifies the Customer that the Translated Works are available for download via an online platform.
7. TERMINATION
7.1 Either party shall be entitled to terminate the Contract with immediate effect by written notice to the other party if:
7.1.1 the other party commits a material breach of the Contract and where the breach is capable of remedy fails to remedy that breach within thirty days of receiving written notice specifying the breach and requiring it to be remedied;
7.1.2 the other party enters liquidation has a receiver administrator or administrative receiver appointed over its assets makes a voluntary arrangement with its creditors or becomes subject to any analogous insolvency process under the laws of the United Kingdom or the United States; or
7.1.3 any event occurs or proceedings are taken in any jurisdiction to which the other party is subject which has an effect equivalent or similar to any of the events referred to in clause 7.1.2.
7.2 Any notice to be given to the Customer under these Conditions shall be in writing and may be delivered by hand or sent by prepaid recorded delivery post to the Customer’s registered address or principal place of business. Notice sent by recorded delivery shall be deemed received on the date recorded by the postal service or on the next Business Day if that date is not a Business Day.
7.3 Any notice to be given to Corporate Translate under these Conditions shall be in writing and delivered by email to @ corporate-translate.com. Notices sent by email shall be deemed received at 9.00 am on the next Business Day following transmission.
8. CONSEQUENCES OF TERMINATION
8.1 On termination of the Contract for any reason:
8.1.1 Corporate Translate shall cease providing the Services and may invoice the Customer for all Services performed up to the date of termination;
8.1.2 all unpaid invoices issued by Corporate Translate shall become immediately due and payable;
8.1.3 subject to receipt of payment Corporate Translate shall deliver to the Customer any Translated Works completed prior to termination which have not already been delivered;
8.1.4 the parties shall use reasonable efforts to facilitate an orderly transition and Corporate Translate shall at the Customer’s expense return Original Works and other materials supplied by the Customer except where retention is required by law or for legitimate record keeping purposes; and
8.1.5 each party shall return or securely destroy the other party’s Confidential Information.
8.2 Where the Customer requests assistance from Corporate Translate in connection with clause 8.1.4 Corporate Translate reserves the right to charge reasonable fees for any additional Services materials or support provided.
8.3 Any provision of these Conditions which expressly or by implication is intended to survive termination shall continue in full force and effect.
8.4 Termination of the Contract shall not affect any rights remedies obligations or liabilities of either party accrued prior to termination.
9. CONFIDENTIALITY
9.1 Subject to clause 9.2 and except as required to perform obligations or exercise rights under the Contract neither party shall use or disclose the other party’s Confidential Information.
9.2 A party may disclose the other party’s Confidential Information:
9.2.1 where required by law regulation or court order provided that where lawful and practicable the disclosing party:
9.2.1.1 gives prompt written notice to the other party; and
9.2.1.2 cooperates with the other party regarding the scope timing or manner of disclosure;
9.2.2 to its personnel Sub-contractors or professional advisers whose duties reasonably require such disclosure provided that the disclosing party ensures that each recipient is subject to confidentiality obligations no less onerous than those contained in these Conditions.
9.3 The obligations in this clause 9 shall survive termination or expiry of the Contract.
10. LIABILITY
10.1 Nothing in these Conditions shall exclude or limit the liability of either party for:
10.1.1 death or personal injury caused by negligence;
10.1.2 fraud or fraudulent misrepresentation; or
10.1.3 any liability which cannot be excluded or limited under applicable law in the United Kingdom or the United States.
10.2 Subject to clause 10.1 the total aggregate liability of Corporate Translate arising out of or in connection with the Contract whether in contract tort including negligence misrepresentation or otherwise shall not exceed the total Charges payable under the Contract.
10.3 Corporate Translate shall not be liable whether in contract tort including negligence misrepresentation or otherwise for:
10.3.1 loss of profit revenue or anticipated savings;
10.3.2 loss of business contracts or opportunity;
10.3.3 loss of reputation or goodwill; or
10.3.4 any indirect consequential or special loss.
10.4 Except as expressly stated in these Conditions all warranties conditions and terms implied by statute common law custom trade usage or otherwise including implied warranties of satisfactory quality fitness for purpose or non-infringement are excluded to the fullest extent permitted by law.
10.5 The Customer shall on demand indemnify and keep indemnified Corporate Translate including its Staff agents and representatives against all losses damages claims liabilities costs and expenses arising out of or in connection with any breach by the Customer of its obligations under the Contract.
11. SUB-CONTRACTORS
11.1 Corporate Translate may provide the Services through Sub-contractors and shall be entitled to select such Sub-contractors as it considers appropriate. No sub-contracting shall relieve Corporate Translate of its obligations under the Contract and subject to clauses 6 and 10 Corporate Translate shall remain responsible for the performance of the Services.
11.2 Corporate Translate shall notify Staff of any compliance confidentiality safety security or other relevant policies provided to Corporate Translate in writing by the Customer. Where any Staff are in breach of such policies the Customer’s sole remedy shall be to require that the relevant Staff member cease to be assigned to the Services with immediate effect.
12. INTELLECTUAL PROPERTY
12.1 The Customer warrants that:
12.1.1 it owns or licenses all Intellectual Property Rights in the Original Works;
12.1.2 the Original Works do not contain any material which is obscene blasphemous defamatory unlawful or otherwise illegal under applicable law; and
12.1.3 the Original Works and Corporate Translate’s use of them in accordance with these Conditions shall not infringe the Intellectual Property Rights of any third party.
12.2 Nothing in these Conditions shall transfer ownership of Intellectual Property Rights in the Original Works to Corporate Translate or its Sub-contractors. To the extent that Corporate Translate or its Sub-contractors acquire any such rights by operation of law the Customer shall be entitled to those rights and Corporate Translate shall procure their assignment to the Customer.
12.3 The Customer grants Corporate Translate and its Sub-contractors a non-exclusive worldwide royalty-free licence for the duration of the Contract to translate store reproduce modify and otherwise use the Original Works and subject to clause 12.4 the Translated Works solely for the purpose of providing the Services.
12.4 Subject to clause 12.5 Corporate Translate hereby assigns to the Customer all Intellectual Property Rights in the Translated Works and shall procure that its Sub-contractors assign their rights in the Translated Works to the Customer.
12.5 Nothing in the Contract shall transfer ownership of Pre-existing Intellectual Property. Where the Translated Works incorporate Pre-existing Intellectual Property Corporate Translate grants the Customer a non-exclusive worldwide perpetual royalty-free licence to use such Pre-existing Intellectual Property solely as part of the Translated Works.
12.6 The Customer shall on demand indemnify and keep indemnified Corporate Translate including its Staff agents and representatives against all losses damages claims liabilities costs and expenses arising out of or in connection with any breach of the warranties set out in this clause 12.
13. DATA PROTECTION
13.1 This clause 13 applies only to the extent that the Customer provides Personal Data to Corporate Translate for the purpose of Corporate Translate performing the Services.
Definitions
13.2 In this clause 13:
13.2.1 Controller, Data Subject, International organisation, Personal Data, Personal Data Breach, Processor and processing shall have the meanings given to them under applicable Data Protection Laws and related expressions shall be construed accordingly;
13.2.2 Data Protection Laws means all applicable data protection and privacy legislation in force from time to time including:
13.2.2.1 the UK GDPR;
13.2.2.2 the Data Protection Act 2018;
13.2.2.3 Regulation (EU) 2016/679 as incorporated into UK law;
13.2.2.4 applicable United States federal and state data protection or privacy laws to the extent relevant to the Services; and
13.2.2.5 any laws which replace extend consolidate re-enact or amend the foregoing;
13.2.3 Protected Data means Personal Data received by Corporate Translate from or on behalf of the Customer in connection with the performance of the Contract;
13.2.4 Sub-Processor means any agent subcontractor or third party engaged by Corporate Translate to process Protected Data on behalf of the Customer excluding employees.
Compliance with Data Protection Laws
13.3 The parties acknowledge that for the purposes of processing Protected Data the Customer is the Controller and Corporate Translate is the Processor. The Customer shall ensure that all instructions given to Corporate Translate comply with Data Protection Laws.
13.4 Corporate Translate shall process Protected Data only in accordance with the Customer’s documented instructions as set out in the Contract unless required to do so by applicable law in which case Corporate Translate shall inform the Customer unless prohibited from doing so.
13.5 The Customer shall indemnify and keep indemnified Corporate Translate against all losses claims damages liabilities fines penalties costs expenses and professional fees arising from any breach by the Customer of this clause 13.
Security
13.6 Corporate Translate shall implement appropriate technical and organisational measures having regard to the nature scope context and purposes of processing to protect Protected Data against unauthorised or unlawful processing and against accidental loss destruction or damage.
Sub-processing
13.7 Corporate Translate may appoint Sub-Processors to process Protected Data.
13.8 Corporate Translate shall ensure that each Sub-Processor is appointed under a written contract imposing data protection obligations substantially equivalent to those set out in this clause 13.
13.9 Corporate Translate shall remain fully liable for the acts and omissions of its Sub-Processors.
Assistance
13.10 Corporate Translate shall at the Customer’s cost provide reasonable assistance to enable the Customer to comply with its obligations under applicable Data Protection Laws including obligations relating to security breach notification and Data Subject rights.
International transfers
13.11 Corporate Translate may transfer Protected Data outside the United Kingdom or the United States provided that appropriate safeguards are in place in accordance with Data Protection Laws including standard contractual clauses or other approved transfer mechanisms.
Personal Data Breach
13.12 Corporate Translate shall notify the Customer without undue delay upon becoming aware of any Personal Data Breach affecting Protected Data.
Deletion or return
13.13 Upon termination or expiry of the Contract and at the Customer’s option Corporate Translate shall return or securely delete Protected Data unless retention is required by law. This clause 13 shall survive termination.
14. FORCE MAJEURE
Neither party shall be liable for any delay or failure to perform its obligations under the Contract where such delay or failure results from events beyond its reasonable control including acts of God governmental action war terrorism fire flood explosion labour disputes pandemics or failures of utilities or communications networks.
The affected party shall notify the other party in writing as soon as reasonably practicable of the force majeure event and its expected duration. Performance of the affected obligations shall be suspended for the duration of the force majeure event.
15. PUBLICITY
15.1 Subject to clause 9 Corporate Translate may disclose that it is providing or has provided the Services to the Customer and may use the Customer’s name trade name trademark service mark or logo for Corporate Translate’s marketing and promotional purposes unless the Customer notifies Corporate Translate in writing that it objects to such use.
16. ENTIRE AGREEMENT AND CONFLICTS
16.1 The Contract together with any documents referred to in it constitutes the entire agreement and understanding between the parties and supersedes all prior agreements arrangements or understandings relating to its subject matter.
16.2 Each party acknowledges that it has entered into the Contract in reliance only on the representations warranties and undertakings expressly set out in the Contract and neither party shall have any liability for any representation warranty or undertaking not expressly included unless made fraudulently.
17. ASSIGNMENT
17.1 The Contract may not be assigned transferred charged or otherwise disposed of by either party without the prior written consent of the other party which shall not be unreasonably withheld or delayed.
17.2 The Contract shall be binding upon and shall enure for the benefit of the parties and their respective permitted successors and assigns.
18. GENERAL PROVISIONS
18.1 Nothing in the Contract shall render any member of Staff or any Sub-contractor an employee agent or partner of the Customer and except as expressly stated in clause 13 nothing in the Contract shall create a partnership or agency relationship between the parties or give either party authority to bind the other.
18.2 Nothing in the Contract shall confer any right or benefit on any third party under the Contracts (Rights of Third Parties) Act 1999 or any similar legislation in any applicable jurisdiction.
18.3 No variation of the Contract shall be effective unless it is in writing and signed by or on behalf of both parties.
18.4 If any provision of the Contract is found by a court or competent authority to be invalid unlawful or unenforceable that provision shall be deemed severed and the remaining provisions shall continue in full force and effect.
18.5 No failure or delay by either party to exercise any right power or remedy shall operate as a waiver of that right power or remedy nor shall any single or partial exercise preclude any further exercise of that or any other right power or remedy.
18.6 The Contract and any dispute or claim arising out of or in connection with it including non-contractual disputes or claims shall be governed by and construed in accordance with the laws of England and Wales.
18.7 The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Contract including non-contractual disputes or claims without prejudice to Corporate Translate’s right to bring proceedings in any other jurisdiction where the Customer is incorporated or carries on business.
