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Terms and Conditions
Totally Transparent .....
These Terms and Conditions ('Terms') form the contract between language-Xchange ('the Company') and yourself ('the Customer') for the supply by the Company to the Customer of the Services (as hereinafter defined).
1. Definitions.
1.1 In these Terms, the following words and phrases shall have the following meanings:
1.1.1 'Services' means the translation services, interpreting services and any other services that the Company may provide to the Customer;
1.1.2 'Order' means an order for the Services provided by the Customer;
1.1.3 'Company' means language-Xchange, having its Office at Eagle Tower, Montpellier Drive, Cheltenham GL50 1TA;
1.1.4 'Customer' means the person for whom the Company has agreed to provide the Services to, in accordance with these Terms;
1.1.5 'Products' means all the products and/or Services supplied by the Company;
1.1.6 'Fee' means the fee payable by the Customer to the Company in accordance with Clause 4 of this Agreement;
1.1.7 'Contract' means the contract between the Customer and the Company, and consisting of the purchase order, email order or fax order from the Customer and these Terms;
2 Services.
2.1 The Company agrees to provide the Services to the Customer in accordance with these Terms.
2.2 The Company reserves the right to modify, suspend or discontinue any or all of the Services at its sole discretion, without prior notice. Customers shall be given the right to object to any such modification, suspension or discontinuation of any or all of the Services under this Clause 2.2.
2.3 The Company reserves the right to reasonably alter the Terms at any time by giving the Customer notice in writing. Customers shall be entitled to object to any such alteration within a period of seven (7) Clear Days of being notified by the Company, after such time they shall be deemed to have accepted such alteration.
3 Use of Services
3.1 The Customer is at all times responsible for the use of the Services.
3.2 Where the Customer accesses the Services by means of the Internet, the Customer is responsible for providing access to the Services, including but not limited to a computer, modem and/or additional communications equipment and a telephone line capable of and necessary for connecting to and accessing the Services. The internal network configuration remains the responsibility of the Customer. Any interruptions to the Services that occur as a result of an internal configuration issue are not deemed as an interruption or suspension of the Services.
3.3 The Company expressly has no responsibility for the content of the documents submitted to it by the Customer, nor does the Company have any responsibility for the implications of any of its translations.
3.4 The Customer will indemnify the Company against all liabilities, losses, or costs that the Company may incur, in consequence of any claim that may be made against the Company in consequence of the content of any document translated by the Company.
4 Charges
4.1 The price payable by the Customer for the Services shall be set out in the Company's Price List, confirmation order or invoice directly relating to the Services provided by the Company, or otherwise agreed with the Company by email or other correspondence.
4.2 All payments are made strictly within 30 days of the Fee being issued. All payments shall be made without deduction or set-off of bank charges.
4.3 The Company shall add onto the Fee to all United Kingdom Customers Value Added Tax, for which the Customer shall be additionally liable at the applicable rate from time to time.
4.4 The Company reserves the right to demand payment in advance at its sole discretion.
4.5 The Company reserves the right to charge an administration charge on any amounts due by the Customer to the Company that are not paid by the due date. In the event that payment has not been received then an administration charge of £50.00 will be applied after 60 days and a further £50 after 90 days.
4.6 Failure to pay any invoice in accordance with the foregoing terms, or other terms specified in the Contract, shall entitle the Company to suspend further work both on the same order, and on any other order from the Customer, without prejudice to any other right the Company may have.
5 Delivery
5.1 The dates for delivery of the Services, or the dates for carrying out the Services, are approximate only and, unless otherwise expressly agreed by us, time is not of the essence for delivery or performance, and no delay shall entitle you to reject any delivery or performance or to repudiate the Contract.
5.2 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 if the duration of the delay is not substantial or if the 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 the Company control or of an unexpected or exceptional nature.
5.3 Posting or delivery to a carrier (including post, facsimile, e-mail) for the purpose of transmission to the Customer shall, for the purposes of the Contract, constitute delivery to the Customer.
5.4 The Company may deliver by instalments in such quantities as the Company may reasonably decide; such instalments shall be separate obligations and no breach in respect of one or more of them shall entitle the Customer to cancel any subsequent instalments or repudiate this contract as a whole.
6 Termination
6.1 Without prejudice to clause 2.2, the Company may terminate this Agreement at any time without prior notice and without affecting any accrued rights or claims of the Company where the Services are misused by the Customer, for non-payment of the Fee or for breach of the Terms or in the case of the insolvency of the Customer.
6.2 Without prejudice to clause 2.2, the Company reserves the right to suspend provision of the Services for the duration of any non-payment period. Suspension of the Services does not necessarily constitute termination of the Services, at the Company's discretion.
6.3 For the avoidance of doubt, where the Services are terminated by the Company in terms of this clause 6, the Customer shall remain liable for the full purchase price for the Services completed, and all work in progress.
6.4 Without prejudice to clause 2.2, the Customer may terminate this Agreement at any time by giving the Company written notification of at least thirty (30) days in advance of termination. The Customer will be liable to pay for all services performed through to the date of termination.
7 Warranties and Liability
7.1 The Company warrants to the Customer that the Services will be provided using reasonable care and skill. The Company expressly does not give the Customer any other warranties whatsoever and excludes any implied warranties to the maximum extent permitted by law. Notwithstanding this clause 6.1, Consumer Customers' statutory rights shall not be affected or limited to any extent.
7.2 The Company shall not be liable to the Customer 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 Company, its agents or employees or otherwise) which arise out of or in connection with provision of Services or their use by the Customer.
7.3 Where the Company translates any legal, medical or other documents of a technical nature and content, the Customer fully understands that the Company is not an expert in such matters and that no reliance whatsoever can be placed on the translation being completely accurate. It is the Customer's sole responsibility to take professional advice in the relevant professional field before placing any reliance on the translated document. The Company shall not be liable for any such reliance, nor any other loss that the Customer may incur.
7.4 The Customer expressly agrees the use of the Services is at the Customer's sole risk. The Company, its agents, contractors, licensers and employees do not guarantee that the Services will be uninterrupted or free from error.
7.5 The Customer must notify us within 30 days of delivery of the Services of any alleged inaccuracies in the Services, at which point the Company liability will be no more than to rectify any such alleged inaccuracies, that the Company feel to be justified, to our satisfaction. At no time will such allegations delay payment.
7.6 The Company will use its best endeavours to deliver the Services within any agreed time, but shall not be liable to the Customer or be deemed to be in breach of the Terms by reason of any delay in performing, or any failure to perform, any of the Services, if the delay or failure was due to any cause beyond the Company's reasonable control. For the purposes of this clause 6.6, the following occurrences shall constitute circumstances which are beyond the Company's reasonable control: (a) electricity or telecommunication failure of whatever means; or (b) acts of god, riot, war, invasion, acts of terrorism, hostilities (whether declared or not), civil war, rebellion, legislation changes, flood, fire or drought.
7.7 The Company shall keep confidential all information and documents delivered to it by the Customer and shall not disclose any such information or the contents of such documents to any third party unless compelled to do so by law.
7.8 The entire liability of the Company under or in connection with the provision of the Services shall not exceed the amount of the Company's charges for the provision of the Services, except as expressly provided in these Terms, except where liability cannot by law be limited.
7.9 The Company contracts under these Terms solely with the Customer and expressly has no contractual relationship or liability of whatever nature under these Terms to any third party.
8 YOUR ACCOUNT
8.1 Customers using the Telephone Interpreting Service are solely responsible for maintaining the confidentiality of their account number and password and for restricting access to their computer, and they agree to accept responsibility for all activities that occur under their account number or password.
9 SECURITY
9.1 Customers are solely responsible in all respects for all use of and for protecting the confidentiality of any account number, email verification and password that may be given to them. Customers may not share these with or transfer them to any third parties. Customers must notify the Company immediately of any unauthorised use of them or any other breach of security regarding the Company website that comes to their attention.
10 General
10.1 If any provision of these Terms is held to be invalid and unenforceable but would be valid and enforceable if modified, then such provision shall apply subject to such modification as may be necessary to make it valid and enforceable.
10.2 This Agreement shall be governed by and interpreted in accordance with laws of England and the parties hereby submit to the non-exclusive jurisdiction of the English Courts.
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