Standard Terms and Conditions of Purchase

Definitions and Interpreting

1.1 Definitions
In this Agreement, unless the context otherwise requires, the following expressions shall be given the following meanings:
‘Agreement’ means these terms and conditions together with your Order and the Order Confirmation.
‘Client’ and ‘You’ means the Party commissioning Interpreting or Translation Services in the normal course of business.
‘Commencement Date’ has the meaning set out in clause 2.6.
‘Conditions’ means these terms and conditions as amended from time to time in accordance with clause 22.1.
‘Confidential Material’ means any sensitive or private information with regard to the Client or their business.
‘Deliverables’ means the final, translated version of the Source Material or other such document provided by Us to you pursuant to and resultant from the Services.
‘Delivery’ means us providing the Deliverables to You or the agreed carrier, by means including but not limited to courier, post, email, secure email, secure electronic file transfer.
‘Intellectual Property Rights’ means copyright and related rights; performers’ rights; moral rights; goodwill and the right to sue for passing-off or unfair competition; rights to use and protect the confidentiality of confidential information (including know-how and trade secrets); and any other intellectual property rights of any person, including such rights or similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
‘Interpreting Services’ means Services converting the spoken word (face to face or by telephone) into another language.
‘Order’ means your order for Services whether in writing or verbal (by telephone or in person).
‘Order Confirmation’ means the email, fax or letter from Us confirming our acceptance of your Order and setting out or referencing a Quotation, Specification, estimate or otherwise confirming the essential details of the Order.
‘Quotation’ means any written or verbal quotation provided to you in which We detail, inter alia, the price or estimated price of the Services and the Specification of the Services, as may be amended from time to time.
‘Source Material’ means any text or other medium provided by the Client and which contains a communication which has to be translated, and may comprise text, sound and/or images.
‘Specification’ means any description or specification of the Services to be provided by Us to you contained in a Quotation.
‘Third Party’ means any party who is not a party to this Agreement.
‘Translation’ means the commissioned work completed by Us.
‘Translation Service’ means Services converting the written word, from whatever source, into another language.
‘Translation Task’ means the preparation of a Translation or any other translation-related task such as revising, editing, etc., which calls upon the translation skills of a Translator.
‘We/Our/Us’ means My Language Connection Limited, whose trading office is at 22 Montrose Street, Glasgow, G1 1RE.

1.2 Interpretation
In this Agreement, unless the context otherwise requires:
a) Words in the singular shall include the plural and vice versa.
b) No part of any numbered clause shall be read separately from any other part.
c) Clause headings are provided for convenience of reading only and shall be ignored for the purposes of ascertaining meaning.
d) A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
e) References to a “Party” or the “Parties” means the parties to this Agreement. Such Parties may be natural or legal persons, including, for example, private individuals, associations, partnerships, economic interest groupings or corporate entities.
f) 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.

Basis of Agreement

2.1 The Order constitutes your agreement to purchase the Services in accordance with these Conditions and any relevant Quotation.
2.2 The Agreement constitutes the entire agreement between Us and you. You acknowledge that you have not relied on any statement, promise or representation made or given by Us or on Our behalf which is not set out in the Agreement.
2.3 If any of these Conditions or any other terms incorporated into the Agreement conflict with any term of the Sales Order, the Sales Order will take priority.
2.4 Any prices or descriptions in any price lists, catalogues or brochures or other published material, are issued or published for the sole purpose of giving an approximate idea of the Services described in them and their cost and shall not form part of the Agreement.
2.5 These Conditions apply to the Agreement to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.6 This Agreement should be read in conjunction with the Code of Professional Conduct of the Institute of Translation and Interpreting.
2.7 This Agreement may be subject to any detailed requirements or variants expressly specified in the order relating to a particular Translation Task.
2.8 This Agreement shall come into effect upon issue by Us of the Order Confirmation.

Services (all)

3.1 While We will always endeavour to meet any performance dates for the Services and Delivery dates for the Deliverables, unless otherwise expressly agreed, such performance dates and Delivery dates are approximate only and time is not of the essence for delivery or performance. Any delay from the estimated Delivery date will not entitle you to reject any Deliverables or repudiate the Contract.
3.2 We shall have the right to make any changes to the Services which are necessary to comply with any applicable law, or which do not materially affect the nature or quality of the Services, and We shall notify you in any such event.
3.3 All Source Material supplied to Us will be held by Us at your risk and We will not be responsible for any loss or damage to it. We reserve the right to destroy or otherwise dispose of any Source Material still in Our possession for 3 years after the completion of the Services.
3.4 Where the Services or Deliverables are required to be certified or notarised, it is your responsibility to ascertain with the relevant authority the appropriate level of certification required for the use to which the Services or Deliverables will be put.
3.5 Risk in the Deliverables shall pass to you upon Delivery.
3.6 We are entitled to sub-contract or otherwise outsource any part or all of the Services to any third party We select and are under no obligation to notify you of the selection or change of any such third party supplier. We will use all reasonable skill and care in selecting translators, interpreters and any other third parties used to perform the Services.
3.7 Where the Contract provides for proofs or text to be submitted to you for approval, We shall not be liable for any loss resulting from any errors not corrected by you or from any amendments or modifications made by you in the proofs or texts so submitted.

Translation Services

4.1 Prior to commencement of a Translation Task, the Client will provide Source Materials in the form of .doc, editable .pdf files, other editable files such as excel or PPT or in such other form as We may agree with the Client.
4.2 A Translation reflects the quality of the Source Material that has been translated. Where in such Source Material: a) concepts are poorly expressed; b) the wrong choice of language has been made; c) typographical mistakes are present; and/or d) the text is incomplete or factually incorrect; the same deficiencies may show up in the translation. For any text that is illegible, We will indicate this as [illegible] in the Translation.
4.3 For the avoidance of doubt, where Source Material to be translated suffers from deficiencies of the type set out in clause 4.2, We shall be under no obligation to remove or lessen the impact of such deficiencies in the translation or to notify you of any such deficiencies, unless specifically required to do so in the Agreement.
4.4 Upon commencement of a Translation Task, it is assumed that the documents We have been supplied with are the final documents We are working on. Any adjustments to the files once We have commenced work may incur additional costs and impact any agreed Delivery timescales.
4.5 Proofreading: a) We offer two levels of proofreading: (i) Basic proofreading does not in any way guarantee the accuracy of documents. It is intended for documents where accuracy is not the main concern. Whilst we take every care to ensure that documents are translated correctly, we will not accept responsibility for any mistakes if only basic proofreading has been selected by the Client. (ii) High level proofreading; is a higher level of proofreading check and is normally carried out for an additional charge. If you have selected this service, it will be detailed on the Order Confirmation. High level proofreading involves the final document being sent to a different translator than to the one who originally translated your document. Whilst this type of proofreading does not guarantee accuracy or indemnify the client against any kind of loss, it is generally accepted that this extra level of proofreading will ensure a far higher quality translation. b) Your proofreading level selection will be detailed on your order confirmation document. Where no proofreading level is defined, it is accepted by the client that only basic proofreading applies. The level of proofreading on the Order Confirmation overrides any quoted Service. c) Post-Editing. Whenever the customer comes to us with a document(s) that has been translated by another service provider or individual not in the employment of My Language Connection, this document will be sent to a relevant translator to rate the quality of the translation on a scale of 0 to 10. A rating between 0 and 5 will be classified as a retranslation; a rating between 5 and 7 will regarded as post-editing; a rating above 7 will be high level proofreading as described above. Post-editing, or editing, includes solely the checking or introduction of lexical amendments to improve upon the readability of the text. This service is generally recognised as the correction of machine-level translation to ensure the document may be read in a legible manner. Checking of formatting is not included and will not be carried out.
4.6 Where documents are supplied in text, Microsoft word, excel or PowerPoint formats, we will reproduce the document formatting (excluding images within those documents). If documents are not supplied in these formats, we will not guarantee that formatting will be reproduced as we consider this to be a desktop publishing task- as such, this is an additional, chargeable service. In some cases, for heavily formatted or OCR’d Word or PPT documents, we will endeavour to replicate the formatting of editable documents where possible and depending on the target language but this will not always be possible. Such document conversion may be chargeable.
4.7 In the event that knowledge of sector-specific terminology is required for the proper translation of a particular piece of Source Material: a) We do not warrant or represent that We possess such knowledge; b) We will use our reasonable endeavours to place the translation with a translator who possesses knowledge of the required sector-specific terminology; and c) you shall be required to provide Us with such information as may be necessary to enable us to properly translate such Source Material including without limitation individual glossaries and any other aids to translation.
4.8 Where the Agreement specifies a particular use for a Translation and you subsequently want to use the Translation for another purpose then, unless you engage us to make the changes required to enable the Translation to be used for the other purpose, We accept no liability for your use of the translation for that other purpose.
4.9 Where a translation request is funded by the Scottish Legal Aid Board, the Client is nonetheless responsible for payment of Our Charges in accordance with Clause 7, including compliance with the specified payment times.
4.10 We shall notify the Client as soon as is reasonably practical of any circumstances likely to prejudice our ability to comply with the terms of the Client’s Order, and assist the Client as far as reasonably practical to identify an alternative solution.
4.11 In the case of Source Materials which are of poor quality or which are difficult to read, We may require to quote a fee for providing a quotation to the Client.

Interpreting Services

5.1 You will be charged the Service fee from the agreed start time of the Service or from when the Service actually starts, if earlier. If the Service starts later than the agreed start time, you will be charged the Service fee from the agreed start time unless and to the extent that the delay to the start time was caused by Us.
5.2 If for any reason You, or any third party whose attendance is required, fails to attend the appointment within 30 minutes of the agreed start time, the interpreter is under no obligation to remain at the venue and We will be entitled to charge the full Service fee for the full number of hours booked plus expenses.
5.3 We will be entitled to charge the full Service fee if the interpreter is late for the assignment but still provides the Service in full.
5.4 If the scheduled interpreter is unable to attend an assignment We will: a) inform you as soon as is reasonably practicable about such non-attendance; b) endeavour to provide a substitute interpreter; and c) not charge You a fee if We are unable to provide a substitute.
5.5 Where an appointment is funded by the Scottish Legal Aid Board, or any third party, the Client is nonetheless responsible for payment of Our Charges in accordance with Clause 7, including compliance with the specified payment times.

Client Obligations

6.1 You shall: a) warrant that no Source Material is or may be of an illegal, libellous or obscene nature; b) ensure that the terms of any Quotation and any Specifications are complete and accurate; c) co-operate with Us in all matters relating to the provision of the Services; d) provide Us with all Source Material necessary to enable us to provide the Services in a timely manner. You will be responsible for the accuracy of all Source Material; e) provide Us, Our employees, agents, consultants and sub-contractors, with access to your premises, office accommodation and other facilities as reasonably required by Us; and f) provide Us with such information and materials as We may reasonably require in order to supply the Services, and ensure that such information is accurate in all material respects. g) notify us within 14 days of the completion of the work of any complaint about the work.
6.2 If Our performance of any of Our obligations under the Agreement is prevented or delayed by any act or omission by you or failure by you to perform any relevant obligation (Customer Default): a) We shall without limiting Our other rights or remedies have the right to suspend performance of the Services until you remedy the Customer Default, and to rely on the Customer Default to relieve Us from the performance of any of Our obligations to the extent that the Customer Default prevents or delays Our performance of any of Our obligations; b) We shall not be liable for any costs or losses sustained or incurred by you arising directly or indirectly from Our failure to perform or delay in performing any of Our obligations as set out in this clause 6.2; and c) you shall reimburse Us on written demand for any costs or losses sustained or incurred by Us arising directly or indirectly from a Customer Default.

Estimates, Charges and Payment

7.1 The Charges for the Services shall be on a time and materials basis: a) the Charges shall be calculated in accordance with Our relevant standard fee rates, from time to time in force; b) We shall be entitled to make additional charges for any time worked by individuals whom we engage on the Services outside normal office hours; and c) We shall be entitled to charge you for any expenses reasonably incurred by the individuals whom We engage in connection with the Services including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by Us for the performance of the Services, and for the cost of any materials including, but not limited to any additional copies of the Deliverables.
7.2 We reserve the right to increase Our standard fee rates from time to time without notice to you though We shall use our reasonable endeavours to inform you beforehand of such changes.
7.3 Estimated prices for Translation Services will be based on Our sight of the Source Material, the purpose of the translation which is the Subject of the Translation Services and any other instructions from you. Estimates will usually be based on Our estimated word count of the translated document.
7.4 The final price will be based upon the actual word count of the Translation. If the final text and/or file(s) for translation are different than the text and/or file(s) provided during the estimate process, We reserve the right to revise the charges based on the final Source Material.
7.5 Estimates for face-to-face Interpreting Services will be based upon our then current rate for Interpreting Services, plus an estimate of the travel time and travel costs for the interpreter to reach the assignment. The final price will be based upon the actual length of the assignment and the travel time and travel costs actually incurred by the interpreter.
7.6 Translation estimates include the following: a) Preview of text and specialised technology research b) Translation by a professional, native-speaking translator c) Review of editorial comments, incorporation of changes d) Executive review e) Delivery via the agreed method as stated in the Order Confirmation 7.7 An estimate shall not be considered contractually binding, but given for guidance or information only.
7.8 We reserve the right to make an additional charge if you require changes to the Services after the Agreement has commenced.
7.9 We shall invoice 50% of Order upon Order of Translation Services and you shall pay each such invoice upon receipt in full. We shall commence work when we are in receipt of cleared funds to a bank account nominated in writing by Us. We shall then send the remaining 50% of the invoice upon delivery of the Order. We then ask you settle this invoice within our payment terms of 14 days. Whosever signs the Order Confirmation shall be liable to settle the invoice in full, where the invoice shall be settled by a third party insurer they must sign the Order Confirmation, otherwise the client shall be liable.
7.10 For international Clients, We shall invoice you upon Order of the Translation Services and you shall settle the payment in advance prior to commencing any work.
7.11 We reserve the right to vary the payment terms set out in clauses 7.9 and 7.10 in the Quotation.
7.12 A Quotation shall remain valid for a period of thirty (30) days from the date on which it was given, after which time it may be subject to revision.
7.13 Translation Services may be subject to supplementary charges, for example those arising from: a) Discontinuous text, complicated layout or other forms of layout or presentation requiring additional time or resources, and/or b) Poorly legible copy or poorly audible sound media, and/or c) Terminological research, and/or d) Certification, and/or e) Priority work or work outside normal office hours in order to meet the Client’s deadline or other requirements, and/or f) Glossary creation/maintenance, and/or g) Copy changes/updates made after commencement of the Translation Task, and/or h) Fast turnaround time and/or weekend work.
7.14 If any changes are made in the text or the Client’s requirements at any time while the Translation Task is in progress, the Translator’s fee, any applicable supplementary charges and the terms of delivery shall be adjusted in respect of the additional work.
7.15 Costs of Delivery of the Translation shall normally be borne by us. Where delivery requested by the Client involves expenditure greater than the cost normally incurred for delivery (for example, courier and/or recorded or special delivery), the additional cost shall be chargeable to the Client.
7.16 When interpreting time exceeds the number of hours quoted for we will charge an hourly rate thereafter. This hourly rate will be marked in your order confirmation document and is fully payable by the client.
7.17 If the interpreting location is changed by the client, our quoted price may increase or decrease.
7.18 All amounts payable by you under the Agreement are exclusive of amounts in respect of value added tax chargeable for the time being (VAT). Where any taxable supply for VAT purposes is made under the Agreement by Us to you, you shall, on receipt of a valid VAT invoice from Us, pay Us such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.
7.19 Without limiting any of Our other rights or remedies, if you fail to make any payment due to Us under the Agreement by the due date for payment (Due Date), We shall have the right to charge interest on the overdue amount at the rate of 4% per annum above the then current Royal Bank of Scotland plc’s base rate accruing on a daily basis from the Due Date until the date of actual payment of the overdue amount, whether before or after judgment, and compounding quarterly.
7.20 You shall pay all amounts due under the Agreement in full without any deduction or withholding except as required by law and you shall not be entitled to assert any credit, set-off or counterclaim against Us in order to justify withholding payment of any such amount in whole or in part. We may, without limiting Our other rights or remedies, set off any amount owing to Us by you against any amount payable by Us to you.
7.21 You shall pay all amounts due under the Agreement by debit card, cheque, credit card or bank transfer to our nominated bank account upon receipt of the invoice.
7.22 For international customers we require upfront payment for projects before we commence work.
7.23 Discounts agreed are only applicable if the charges are paid by Due Date and shall not apply thereafter.
7.24 You can upgrade and downgrade your Retainer packages at any time, all that we need from you is 14 days’ notice, from the first working day of the next month.

Delivery

8.1 Any delivery date or dates agreed shall become binding only after we have seen or heard all of the Source Material to be translated and have received complete instructions in writing from the Client.
8.2 Delivery times commence after the receipt of our Order Confirmation signed by the Client and receipt of all required Source Material. Delivery times may be affected by any delays in receiving the final Source Material from the Client, and/or from having updates to the copy sent to us after the Translation Task has started.
8.3 The date of delivery shall not be of the essence unless specifically agreed in writing.
8.4 Unless otherwise agreed, We shall dispatch any Deliverable in such a way that the Client can reasonably expect to receive it not later than the normal close of business at our premises in Edinburgh, United Kingdom on the date of delivery.
8.5 The Client has a 2-week period where We will adjust or amend files. Any adjustments or amendments requested after this time will incur additional Charges unless otherwise agreed.

Intellectual Property Rights

9.1 Where Intellectual Property Rights exist in any Source Material you warrant that you have obtained all consent necessary for us to carry out the relevant Services and that the Source Material does not infringe the copyright or any other right of any person.
9.2 The Client shall indemnify us against any loss, injury or damage (including legal costs and expenses and compensation paid by us to compromise or settle any claim) which we suffer as a consequence of any breach or alleged breach of any of the above warranties or as a consequence of any claim that the Source Material contains anything objectionable, libellous, blasphemous or obscene or which constitutes an infringement of copyright or of any other rights of any Third Party.
9.3 All Intellectual Property Rights in Deliverables shall belong to us until payment has been made in full in terms of the Agreement. Once payment has been made in full under the Agreement, all Intellectual Property Rights in any Deliverables shall, as between you and Us, vest in you (or your licensors) but, for the avoidance of doubt, you hereby grant Us (and our sub-contractors) a licence to store and use the Source Materials for the duration of the Agreement and for the purposes of providing the Services to you.

Confidentiality and Safe-keeping of the Client’s Documents

10.1 A party (Receiving Party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Receiving Party by the other party (Disclosing Party), its employees, agents or sub-contractors, and any other confidential information concerning the Disclosing Party’s business or its products or its services which the Receiving Party may obtain. The Receiving Party shall restrict disclosure of such confidential information to such of its employees, agents or sub-contractors as need to know it for the purpose of discharging the Receiving Party’s obligations under the Agreement, and shall ensure that such employees, agents or sub-contractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party. This clause 10 shall survive termination of the Agreement.
10.2 Nothing in clause 10.1 shall prevent the Receiving Party from disclosing confidential information to the extent required by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the Disclosing Party as much notice of such disclosure as possible.
10.3 Documents for Translation shall be deemed to be confidential unless it is expressly stated otherwise by the Client. However, we shall at all times exercise due discretion in respect of disclosure to any Third Party of any information contained in the Client’s Source Material or Translations thereof without the express authorisation of the Client.
10.4 Notwithstanding clause 10.3, the Parties agree that a Third Party may be consulted over specific translation terminology queries in relation to the Source Material.

Data Protection

11.1 Each party shall ensure that in the performance of its obligations under the Agreement it will at all times comply with the relevant provisions of the Data Protection Act 1998 (“the Act”). The Translator acknowledges that if it is required to process any personal data (as defined in the Act) in the course of providing the Services, then in relation to such data it shall act only upon the instructions of the Client.
11.2 In respect of data which is not personal data as defined in the Act, depending on the content of your documents, your documents will be classified in to one of the following security levels: a) Public recommended for documents that do not contain any personal or sensitive information; b) Confidential (our standard level) recommended for documents that contain information that could be deemed personal or of a sensitive nature, all documents will be password protected and encrypted as standard; c) Restricted recommended for highly confidential documents containing highly sensitive information. Restricted documents will be managed in-house and translated exclusively in the UK by translators with CRB checks, all documents will be password protected and encrypted.
11.3 Please note that unless you have requested that your documents are classified as ‘restricted’, your information may be passed to translators outside the European Union and as such We shall accept no responsibility for the security or safety of your data.

Limitation of Liability

12.1 Nothing in these Conditions shall limit or exclude Our liability for: a) death or personal injury caused by Our negligence, or the negligence of Our employees, agents or sub-contractors; or b) fraud or fraudulent misrepresentation; 12.2 Subject to clause 12.1: a) We shall under no circumstances whatever be liable to you, whether in Agreement, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Agreement; and b) Our total liability to you in respect of all other losses arising under or in connection with the Agreement, whether in Agreement, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the Charges.
12.3 This clause 12 shall survive termination of the Agreement.

Termination

13.1 Without limiting its other rights or remedies, each party may terminate the Agreement with immediate effect by giving written notice to the other party if: a) the other party commits a material breach of the Agreement and (if such a breach is remediable) fails to remedy that breach within 5 Business Days of that party being notified in writing of the breach; b) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply; c) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company); d) the other party (being an individual) is the subject of a bankruptcy petition or order; e) the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business; or f) the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.
13.2 Without limiting its other rights or remedies, We may terminate the Agreement with immediate effect by giving written notice to you if you fail to pay any amount due under this Agreement on the due date for payment.

Cancellation and Suspension

14.1 Without limiting Our other rights or remedies, We shall have the right to suspend provision of the Services under the Agreement or any other Agreement between you and Us if you become subject to any of the events listed in clause 13.1 (b) to clause 13.1 (f), or We reasonably believe that you are about to become subject to any of them, or if you fail to pay any amount due under the Agreement on the due date for payment.
14.2 Subject to clause 14.3, where you are dealing as a consumer and you place an Order by email, telephone or online, you have a “cooling off” period of 7 working days from the date that the Order is placed in which you may cancel the Agreement by written notice to Us without penalty and, where appropriate, to receive a full refund of any deposit paid.
14.3 You will not have the right to cancel an Agreement under clause 14.2 once We have started providing Services pursuant to an Order prior to the end of the “cooling off” period.
14.4 Subject to clauses 14.2 and 14.3, if the Agreement is cancelled, reduced in scope or frustrated by an act or omission on the part of the Client or any Third Party, the Agreement price shall remain payable in full unless otherwise agreed in writing by Us. Upon payment of the Contact Price in full, any Source Material and Deliverables completed at the point of cancellation will be made available to you.
14.4 If the client wishes to cancel an interpreting appointment, the following cancellation fees will apply: a) More than 48 hours in advance of appointment – no charge b) 48-24 hours in advance of appointment – 50% of charge c) Less than 24hrs hours in advance of appointment – 100% charge

Consequences of Termination

15.1 On termination of the Agreement for any reason: a) you shall immediately pay to Us all of Our outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, We shall submit an invoice, which shall be payable by you immediately on receipt; b) you shall return any Deliverables which have not been fully paid for; c) the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall not be affected, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry; and d) clauses which expressly or by implication have effect after termination shall continue in full force and effect.

Force majeure

16.1 For the purposes of this Agreement, Force Majeure Event means an event beyond Our reasonable control including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of We or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors.
16.2 We shall not be liable to you as a result of any delay or failure to perform Our obligations under this Agreement as a result of a Force Majeure Event.

Assignment and sub-contracting

17.1 We may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of Our rights under the Agreement and may sub-contract or delegate in any manner any or all of Our obligations under the Agreement to any third party or agent.
17.2 You shall not, without Our prior written consent, assign, transfer, charge, sub-contract or deal in any other manner with all or any of your rights or obligations under the Agreement.

Notices

18.1 Any notice or other communication required to be given to a party under or in connection with this Agreement shall be in writing and shall be delivered to the other party personally or sent by prepaid first class post, recorded delivery or by commercial courier, at its registered office (if a company) or (in any other case) its principal place of business
18.2 Any notice or other communication shall be deemed to have been duly received if delivered personally, when left at the address referred to above or, if sent by pre-paid first-class post or recorded delivery, at 9.00 am on the second Business Day after posting, or if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed
18.3 This clause 18 shall not apply to the service of any proceedings or other documents in any legal action. For the purposes of this clause, “writing” shall not include e-mails and for the avoidance of doubt notice given under this Agreement shall not be validly served if sent by e-mail.

Waiver

Severance

20.1 If a court or any other competent authority finds that any provision of the Agreement (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of the Agreement shall not be affected.
20.2 If any invalid, unenforceable or illegal provision of the Agreement would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.

No Partnership

21.1 Nothing in the Agreement is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.

Variation

22.1 Except as set out in these Conditions, any variation, including the introduction of any additional terms and conditions, to the Agreement, shall only be binding when agreed in writing by Us.

Client Satisfaction and Disputes

23.1 We hope that you will be completely happy with the Services provided, however if this is not the case we offer a full refund of Charges paid for the Services. This excludes any specialist parts or materials ordered and/or supplied for the Services.
23.2 You have 14 calendar days from and including the day of completion of your interpreting or translation project to claim your money back. If you have not given written notice to Us that the Translation Task is not satisfactory within 14 calendar days of its delivery, you shall be deemed to have accepted and approved the Deliverables, we shall not be liable for the quality of the translation, and you shall be bound to pay the invoice in full. Refunds will not be issued after this 14-day period. Discounts may be given on a discretionary basis and as a gesture of good will.
23.3 In the case of translation services, if a refund is granted, it will not be issued until we have received back all of the original copies of your translated documents. Copyright of the translated documents will remain with us.
23.4 The client acknowledges that Translation is a subjective process and that a translator may express a meaning using different vocabulary or sentence structures from that used by the Client if it has translated the source material. The Client might have ‘personal preferences’ of translation, which may be stylistic or based on the client’s familiarity with industry specific terminology. The translator will utilize reference materials and glossaries (as far as commercially reasonable) and will endeavour to use the most appropriate style and terminology. However, the client is not entitled to assume that My Language Connection possesses the specific knowledge of sector-specific terminology of the client. It is the responsibility of the client to inform My Language Connection of any stylistic or vocabulary preferences within the Order.
23.5 The entitlement referred to in clause 23.1 shall not apply unless we have been notified with a full report stating in writing each and every one of all alleged defects in a manner that clearly explains the nature of the perceived inaccuracies.
23.6 My Language Connection will send the deliverables back to the translator(s) to review. If after sending the files back to the translator(s) the feedback received states that the perceived inaccuracies are in fact subjective or preferential words or terms, My Language Connection shall not be liable to amend any completed work and you shall be bound to pay Us the full amount due for Services rendered as stated in the invoice.
23.7 Without provision by you, in writing, of your own list of terms or glossary of preferred terminology, we will not accept liability for, nor we will undertake revisions or changes to the Deliverables in any language whatsoever. This cannot be accepted as reason for dispute, reduction of the final invoice due, or money back guarantee.
23.8 If you do not agree with a response to any alleged defects detailed by us, then we shall, at our sole discretion, employ the Revision services of an independent third party Translator who has experience and/or formal qualifications in the subject matter of the disputed Order and is a native speaker of the Target Language to assess our proposed amendments; The neutral third party Translator shall be appointed as an expert, in an advisory capacity only and not as an arbiter. The decision of the neutral third party Translator shall not be final and binding. If the neutral third party Translator shall consider any alleged defects in the completed work to be valid, then we shall endeavour to rectify the completed work in a professional, fair and timely manner and shall do what is deemed reasonable and practical to resolve the matter.
23.9 Any complaint in connection with a Translation Task must be notified to Us by the Client (or vice-versa) within 14 days of the date of delivery of the Translation. If the Parties are unable to resolve the complaint, the matter may be referred by either Party to the Chartered Institute of Arbitrators. Such referral shall be made no later than two months from the date on which the original complaint was made.
23.10 If a dispute cannot be resolved amicably between the Parties, or if either Party refuses to accept arbitration, the Parties shall be subject to the exclusive jurisdiction of the Courts of Scotland in terms of clause 24.

Governing law and jurisdiction

Subject to clause 23.5, this Agreement, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, the law of Scotland and the parties irrevocably submit to the exclusive jurisdiction of the Scottish courts.