In submitting a text for translation or submitting any other Work to be carried out by Krayon Languages, the Client enters into a binding agreement with this Agency covered by the following terms and conditions:
1.1 “Krayon Languages” means Krayon Languages Sole Trader. “Work” means any translation or any other work undertaken by or any other services supplied by Krayon Languages. “Client” means any person or corporate entity to which Krayon Languages shall supply work.
1.2 In the event of any conflict between any part of the contract between Krayon Languages and the Client, the documents constituting the agreement between the parties shall have priority in the following order:
1. Signed service level agreement (if any) entered into between the parties.
2. These Terms and Conditions
2.1 Verbal quotations are given for guidance only. They are not binding upon Krayon Languages and are subject to written confirmation on receipt of the text for translation. Written quotations remain valid for 30 days after dispatch unless otherwise stated. The cost of translation is based upon the number of words of text in the source language.
2.2 Krayon Languages reserves the right to make an additional charge to the quoted amount, if after commencement of translation, changes to the source text are advised by the Client. Such charge will be agreed with the Client.
2.3 Quotation Terminology:
“Integral proof reading” means proofing by the same translator.
“Advanced proof reading” means proofing by an independent proof reader.
2.4 The Contract shall come into force on receipt of the Client’s purchase order, confirmation of a quotation or any other such confirmation by the Client for us to go-ahead with the Work and on the commencement of the Work to be provided by us.
2.5 The Contract will be subject to these Terms and Conditions. All terms and conditions appearing or referred to in the order or otherwise stipulated by the Client shall have no effect.
2.6 Quotations are given on the basis of your description of the source material, the purpose of the translation and any other instructions. Such quotations may be amended at any time if, in our opinion, the description of the source materials, instructions or any other element is materially inadequate or inaccurate.
2.7 These Terms and Conditions apply to all Work provided to the Clients.
3. Price and Payment
3.1 Unless otherwise stated, prices are in sterling (GBP) and are exclusive of value added tax and any other tax or duty. We shall invoice you for all appropriate taxes and expenses for which we are liable to collect. The Client shall be liable to pay any penalties or interest on such taxes which are payable by us as a result of your delay in paying such taxes.
3.2 Payments for all work shall be made within 21 days of invoice date unless specifically agreed in writing by Krayon Languages, although in some circumstances payment or part payment may be requested prior to the commencement of the work. Without prejudice to Krayon Languages’ other rights, Krayon Languages reserves the right to levy a service charge of 8% per year on all balances outstanding beyond the due date.
3.3 Where the work is being provided in stages and/or over a period of time of more than 60 (sixty) days, we reserve the right to invoice you upon completion of each stage of the work or at monthly intervals.
3.4 Failure to pay any invoice in accordance with the foregoing terms or other terms specified in the Contract shall entitle us to suspend further work both on the same order and on any other order from you without prejudice to any other right we may have.
3.5 Krayon Languages reserves the right to charge interest on any amounts due by the Customer to Krayon Languages that are not paid on the due date, at the rate of 4% above the base rate from time to time of Lloyds TSB Bank plc from the due date until the outstanding amount is paid in full. Interest shall accrue on a daily basis.
4. Completion of Work
4.1 Whilst Krayon Languages has a very good reputation for prompt delivery and will always endeavour to meet deadlines, dates or periods for completion of Work are only best estimates and Krayon Languages is not liable for the consequences of any delay for any reason whatsoever. In particular, the Client should be aware that Krayon Languages cannot be held responsible for delays or information degradation associated with any breakdown whatsoever caused by failures on the Client’s servers or telecoms’ systems, or Krayon Languages’ servers or telecom’ systems which are outside the control of Krayon Languages and which are known to occur from time to time.
4.2 The Client must specify a completion date (if material) when commissioning the Work, but whilst Krayon Languages shall make every reasonable effort to meet the Client’s requirements, late delivery shall not entitle the Client to withhold payment for Work done.
4.3 Work will normally be despatched to the Client by electronic mail as an electronic file (Word, rtf, PDF, etc). In the event that the Client requires Work to be supplied in hard copy by post, Krayon Languages cannot be held responsible for delays in supply or for any failure in the fulfilment of supply caused by the postal system.
4.4 Should completion of Work be necessary sooner than the normal time required for its proper production, Krayon Languages reserves the right to charge supplementary urgency rates to cover any overtime requirements or additional expenses. Should any other additional costs be incurred, Krayon Languages is entitled to charge for these as well. All expedited Work is subject to clause 8.7 below.
4.5 Krayon Languages accepts no liability for the consequences of any delay in completion of Work caused Krayon Languages by the Client and in this event any agreed deadlines or delivery schedules will automatically cease to be valid and new dates must be negotiated.
4.6 Krayon Languages reserves the right to sub-contract all or part of the Work to a contractor or contractors of its own choice.
4.7 With regards to certified, legalised, notarised or any other form of official translation Krayon Languages expects the client to meticulously check the translation provided in electronic form before Krayon Languages will release any hard copy documentation for use. Any amendments, changes, corrections etc will be checked by Krayon Languages and it s linguistic professionals and then, if acceptable and agreed, the document will be updated. This process may involve numerous rounds of checking and input by the client.
5.1 If the Client is unexpectedly absent then the Interpreter shall wait at the venue until 30 minutes after the agreed start time. When the Client has failed to attend an event then Krayon Languages shall charge the full service fee for the expected number of hours plus expenses.
5.2 Krayon Languages shall not charge a service fee if the Interpreter is unable to attend an event due to unforeseen circumstances: Krayon Languages will endeavour to arrange a substitute interpreter and notify the relevant parties as soon as possible, however no liability is accepted by Krayon Languages for failing to do so.
5.4 Krayon Languages shall charge the full service fee if the interpreter is unavoidably late but is still required to perform their tasks.
5.3 Whilst Krayon Languages shall make every effort to provide services by the agreed date/time they shall not be responsible for delays in completion caused by events beyond Krayon Languages’ control.
5.4 Krayon Languages shall not be liable for failure on the part of the interpreter to any obligations to the Client.
6. Cancellation and suspension
6.1 If the Client, for any reason, cancels Work which he or she has commissioned, charges will be payable for all completed Work up to the cancellation date and for all other costs and expenses (including preparatory work and time to enable the Work) which may occur as a result of such cancellation.
6.2 If the Client suspends or postpones Work he or she has commissioned, 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 occur as a result of such suspension.
6.3 In case of Force Majeure (Strike, Lockout, Industrial Dispute, Civil Commotion, Natural Disaster, Acts of War and any other situation which can be shown to have materially affected Krayon Languages’ ability to deal with the commission as agreed), Krayon Languages shall notify the Client without delay, indicating the circumstances. Force Majeure shall entitle both Krayon Languages and the Client to withdraw from the commission, but in any event, the Client undertakes to pay Krayon Languages for Work already completed. Krayon Languages shall assist the Client, to the best of its ability, to place his commission elsewhere.
6.4 Any termination of the Contract shall not prejudice any rights or remedies, which may have accrued to either party.
6.5††Cancellation of an interpreting assignment or any other service involving the booking of a linguist for set times, days, periods, etc will be subject to a 50% invoice being issued unless a notice period of a minimum of 7 working days has been given.
7.1 Krayon Languages will not be liable in any circumstances for the consequences of any delay in delivery or performance or failure to deliver or perform or if any 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 our control or of an unexpected or exceptional nature.
7.2 Delivery is deemed to have taken place on posting, faxing or electronic delivery to a carrier, as the case may be, and the risk shall pass to the Client.
7.3 However, Krayon Languages will retain a copy of the translation and, should there be any loss or damage, will forward a further copy free of charge.
7.4 When the Client requires Krayon Languages to utilise a third party such as but not limited to a Notary Public, Solicitor, or the Foreign and Commonwealth Office, Krayon Languages cannot be held responsible for any delay in delivery or non-performance of these third parties.
8. Responsibility and Liability
8.1 Krayon Languages shall be relieved of all liability for obligations incurred to the Client wherever and to the extent of which the fulfilment of such obligation is beyond its control.
8.2 A complaint by the Client in respect of any Work shall be notified to Krayon Languages in writing within six (6) weeks of the receipt of the Work by the Client. Following completion of a project, Krayon Languages agrees to rectify at no charge to the client any inaccuracies, errors or omissions which are at the fault of Krayon Languages. Please note, that after this period has expired, whilst best endeavours will be made, we cannot always guarantee a speedy review of the project. Krayon Languages’ liability will be no more than to rectify any such alleged inaccuracies, errors or omissions that it feels to be justified, to its satisfaction. The client shall always give Krayon Languages the opportunity to make right any alleged issues within the translation. At no time will such allegations delay payment.
8.3 Krayon Languages shall not be liable to the Client or any third party in any circumstances whatsoever for any consequential loss or damage of any kind (including loss of profit, business, contracts, revenue, damage to reputation or goodwill, anticipated savings, and or any other indirect or consequential loss or damage whatsoever) resulting from the use of translated material and the Client shall indemnify Krayon Languages against all claims and demands upon Krayon Languages for any such consequential loss or damage.
8.4 No terms, conditions or warranties, whether express or implied, about the quality or fitness for purpose of the Work shall be incorporated unless expressly set out in this Contract.
8.5 Whilst Krayon Languages undertakes to use its best endeavours to produce an accurate and idiomatic translation of the Client’s original text, the Client must accept that, unless a trans creation was ordered, a translation reads differently from good original writing and no liability is accepted by Krayon Languages for any alleged lack of advertising or sales impact.
8.6 Where Krayon Languages translates any legal or other documents of a technical nature and content, the Customer fully understands that Krayon Languages is not an expert in such matters and that no reliance can be placed on the translation being completely accurate. It is the Customer’s sole responsibility to take legal advice in the relevant jurisdiction before placing any reliance on the translated document. Krayon Languages shall not be liable for any such reliance, nor any other loss that the Customer may incur.
8.7 Krayon Languages does not warrant that the Work will meet your specific requirements and we do not warrant that the Work will be uninterrupted or error free. Furthermore, Krayon Languages does not warrant or make any representation regarding the use of the Work provided in terms of accuracy, correctness, and reliability or otherwise.
8.8.1 The Client requires Krayon Languages to provide Work with expedition and/or
8.8.2 We propose that the Client utilises another of our services for the fulfilment of their requirements and the Client does not do this, then there may be a risk that the quality of the Work is not of the high standard we provide in the normal course of our business. In either circumstance Krayon Languages disclaims any responsibility for the Work and you accept that
a) The Work may not be carried out by us using the same level of skill and care as we would use in providing the Work in the normal course of the business of Krayon Languages;
b) There may be errors or omissions in the performance of the Work which shall not entitle the Client either to cancel the Contract or decline to make any payment to us in respect of the provision of the Work; and
c) You indemnify us in relation to any claim made or loss suffered as a consequence of any such error or omission.
8.9 Unless otherwise and expressly agreed by Krayon Languages in writing, the Client (which for the purposes of this clause includes any associated companies, their or your employees, directors, principals or shareholders) shall not, for a period of five years after termination of the Contract, either directly or indirectly, on your own account or for any other person, firm or Agency, solicit, employ, endeavour to entice away from Krayon Languages or use the services of a translator, interpreter or other language professional who has provided Work to the Client on behalf of Krayon Languages under the Contract. In the event of a breach under this clause, the Client agrees to pay Krayon Languages an amount equal to the aggregate remuneration paid by Krayon Languages to the Translator, Interpreter or other language professional for the 3 years prior to the date on which you employed or used the services of the Translator, Interpreter or other language professional.
9. Nature of Translation
9.1 A translation is the straight and more or less literal transfer of material written in one (source) language into another (target) language by a translator rigorously applying known precepts of grammar and a knowledge of the vocabulary required for the purposes of any given translation derived from his or her own experience or from dictionaries, specialist or otherwise. Translation is, however, to be compared with Adaptation and Copywriting in both of which to a lesser or greater extent the concepts contained in the original material are retained but the manner in which these are expressed may be discarded completely in the target language with the aim of maximising persuasiveness. Krayon Languages undertakes to use its best endeavours to produce an accurate and idiomatic translation of material to be translated within the terms of the clause and subject to the clause below.
9.2 A translation reflects the co of the original written material. In the material to be translated where concepts are poorly expressed, where the wrong choice of language has been made, where typographical mistakes are present, where the text is incomplete, ambiguous or factually incorrect, in all or any of these instances the same inadequacies may show up in the translation. Krayon Languages is not entitled to take any decisions on behalf of the Client to make such modifications as might improve the text in translation or elucidate passages of the original text but may notify the Client of such inaccuracies. Krayon Languages will not therefore accept any criticism of any translation where these considerations may be at issue.
9.3 In the event that a more specific knowledge of sector-specific terminology is required for the proper translation of a particular piece of written material, for example but not by way of limitation, such knowledge as would only be available to a particular Client Company or organisation, it cannot be assumed that Krayon Languages possesses such knowledge. In such a case it is incumbent on the Client to provide such instruction to Krayon Languages as may be necessary for the proper translation of the material in the form of individual glossaries or any other aid to translation. Krayon Languages will however, always attempt to place specialist translation with translators experienced/qualified in specialist translation.
9.4 Where a Client has specified a particular use for translation Work and subsequently desires to use the translation for a purpose other than that for which it was originally supplied, the Client should obtain confirmation from Krayon Languages that the translation is suitable for the new purpose. Krayon Languages 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 further charges for any amendments which the translation may require.
9.5 All translations including certified translations are done solely to the best of the translators’ knowledge and translators shall not be liable for errors or inaccuracies contained in the translation. With specific reference to legal documents, the clients should always refer to the original in case of doubts in the legal interpretation of a translated text.
9.6 Where the Contract for Work provides for proofs or text to be submitted to the Client for approval, Krayon Languages shall not be liable for any errors not corrected by the Client or any amendments or modifications made by the Client in the proofs or texts so submitted.
10. Clients Property
10.1 All documents or any other property supplied to Krayon Languages will be held or dealt with by Krayon Languages at the Client’s risk and Krayon Languages will not be responsible for the consequential loss or damage thereto.
10.2 Krayon Languages reserves the right to destroy or otherwise dispose of any document or other property of the Client which has been in its custody for more than twelve (12) months following completion of the Work to which it relates.
11.1 Subject to clause 11.3 and (on our part) save as necessary in order for us to provide the Work neither party may use any of the other party s Confidential Information (any information (in any form) which is confidential either to Krayon Languages or the Client and which either Krayon Languages or Client discloses in connection with our Work).
11.2 Subject to clause 11.3, neither party may disclose to any other person any of the other party s Confidential Information.
11.3 Either party may disclose the Confidential Information of the other:
11.3.1 When required to do so by law or any other regulatory authority, provided that the party required to disclose the Confidential Information, where practical and legitimate to do so:
a) Promptly notifies the owner of any such requirement; and
b) Co-operates with the owner regarding the manner, scope or timing of such disclosure or any action that the owner may take to challenge the validity of such requirement.
11.3.2 To its (or any of its associated Agency s) personnel, sub-contractor s personnel or any person whose duties reasonably require such disclosure, on condition that the party making such disclosure ensures that such person to whom such disclosure is made:
a) Is informed of the obligations of confidentiality under these Terms and Conditions; and
b) Complies with those obligations as if they were bound by them.
11.4 The obligation of confidentiality contained within this clause 11 shall survive termination of the Contract howsoever caused.
11.5 Each party agrees that its obligations under this clause 11 are necessary and reasonable in order to protect the party making the disclosure and each party agrees that the remedy of damages would be inadequate to compensate the party making the disclosure for any breach by the party receiving the disclosure of its obligations set out under this clause 11. Accordingly, each party agrees that, in addition to any other remedies that may be available, the party making the disclosure shall be entitled to seek injunctive relief against the threatened breach of this agreement or the continuation of any such breach by the party receiving the disclosure, without the necessity of proving actual damages.
12. Illegal Matters
12.1 Krayon Languages shall not be required to translate any matter which in its opinion is or may be of an illegal or libellous nature. Where copyright exists in texts to be translated by Krayon Languages, the Client warrants that it has obtained all consents necessary for such translation to be made.
12.2 Krayon Languages shall be indemnified by the Client in respect of any claims, proceedings, costs and expenses arising out of any libellous matter printed or published for the Client, or any infringement of copyright, Intellectual Property Right, patent, design or third party right. This list is not exhaustive.
13. Intellectual Property and Copyright
13.1 The Copyright of the translation is the property of Krayon Languages and will be passed on to the Client only after full payment has been made for the Work.
13.2 Once payment has been made for the Work all Intellectual Property Rights (including but not limited to copyright) in the Original Works and the Work shall vest in the Client (or your licensors) but, for the avoidance of doubt, you hereby grant to Krayon Languages (and our sub-contractors) a licence to store and use the Original Works for the duration of the Contract and for the purposes of providing Work to the Client.
14. Data Protection
14.1 Each party shall ensure that in the performance of its obligations under these Terms and Conditions it will at all times comply with the relevant provisions of the Data Protection Act 1998.
14.2 Krayon Languages acknowledges that if we are required to process any data in the course of providing the Work we shall do so only on Client instructions.
15.1 If any provision of these Terms and Conditions is or becomes invalid or unenforceable it will be severed from the rest of the Terms and Conditions so that it is ineffective to the extent that it is invalid and unenforceable and no other provisions of the Terms and Conditions shall be rendered invalid, unenforceable or be otherwise affected.
15.2 A person who is not party to this Contract shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Contract. This clause does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act.
15.3 Nothing in these Terms and Conditions or the Contract is intended to or shall operate to create a partnership or joint venture between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
16.1 These conditions shall be interpreted in accordance with English law and Krayon Languages and the Client irrevocably submit to the exclusive jurisdiction of the English Courts.