TERMS AND CONDITIONS FOR THE SUPPLY OF SERVICES
IF YOU USE ANY OF OUR SERVICES, YOU ARE AGREEING TO OUR TERMS AND CONDITIONS.
The Customer's attention is particularly drawn to the provisions of clause 8.
1.1 In these Conditions, the following definitions apply:-
Administration Fee: means the fee payable by the Customer to the Supplier in the sum of Seventy-Five Pounds (£75) plus VAT or in the case of Rare Language the sum of One Hundred and Fifty Pounds (£150) plus VAT.
Assignment: means each new task that the Supplier’s independent contractor is required to do. If an Order contains multiple dates and/or times this refers to each individual day and/or time.
Business Day: means a day (other than a Saturday, Sunday or public holiday).
Cancellation Fee: means the fee payable by the Customer to the Supplier being 50% of the Fee together with 100% of all Disbursements and Expenses incurred by the Supplier.
Charges: means the aggregate of the Fee, Disbursements and Expenses payable by the Customer for the supply of the Services in accordance with clause 5.
Clear Business Day: means a complete Business Day but excluding the Business Day on which the Order Confirmation occurs (regardless of time) and the day upon which the Order action takes place or is to take effect.
Commencement Date: has the meaning set out in clause 2.2.
Conditions: means these terms and conditions save that such terms and conditions shall be read in conjunction with the Order Confirmation and any conditions expressly set out in the Order Confirmation shall take precedence over these terms and conditions.
Contract: means the contract between the Supplier and the Customer for the supply of the Services in accordance with these Conditions.
Copyright: means the copyright of the Services and is the property of the Supplier.
Customer: means the person or firm who purchases Services from the Supplier.
Delivery Date: means the date specified by the Supplier when the Services are to be delivered or provided.
Disbursements: including any costs properly incurred by the Supplier in supplying the Services to the Customer.
Emergency Booking: means a booking on short notice giving the Supplier 1 clear Business Day's notice for standard languages and 5 clear Business Day's notice for Rare Languages or as quoted in writing.
Emergency Translation: means an Order for the services of a Translator or Proof-Reading, deemed as being on short notice (urgent) by the Supplier, at its discretion, as quoted in writing.
Expenses: including (but not limited to) the cost of the Supplier, Translator, Interpreters travel (based on a per mile rate regardless of the mode of transport), parking and any travelling time.
Fee: means the price for the Services (including travel time) excluding Disbursements and Expenses as set out in the Order Confirmation.
Intellectual Property Rights: means all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in goodwill or to sue for passing off, unfair competition rights, rights in design, rights in computer software, database rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for an renewals of extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
Intended Use: means for information and understanding purposes only.
Interpreter: means a third party who is an independent contractor and not an employee of the Supplier and who deals with the spoken word.
Languages: means Albanian, Amharic, Arabic, Armenian, Belarusian, Bengali, Bulgarian, Cantonese, Catalan, Croatian, Czech, Danish, Dutch, Estonian, Farsi, Finnish, Flemish, French, Gaelic, German, Greek, Gujarati, Hebrew, Hindi, Hungarian, Icelandic, Indonesian, Italian, Japanese, Korean, Laotian, Latvian, Lithuanian, Macedonian, Malay, Mandarin, Norwegian, Polish, Portuguese, Punjabi, Romanian, Russian, Serbian, Slovak, Slovene, Spanish, Swahili, Swedish, Tamil, Thai, Turkish, Ukrainian, Urdu, Vietnamese, Welsh or other languages available on request but subject to availability.
Materials: means the documents, files, materials and work provided by the Customer to the Supplier for the purposes of carrying out the Services.
Mileage/ Miles: means the number of miles incurred whilst travelling by the interpreter from the point of departure (which may not be their home address) to the destination and vice versa with a tolerance of +/-10%.
Order: means the Customer's order for Services as set out in the Order Confirmation Form or the Customer's written acceptance of the Supplier's quotation as set out in correspondence between the Customer and Supplier and shall include those Emergency Bookings referred to in clause 5.1.7.
Order Confirmation: means correspondence issued by the Supplier to the Customer confirming they will provide the Services.
Proof-Reading Service: means an additional proof-reading service provided by the Supplier of material supplied to the Customer by the Supplier for an additional Fee.
Rare Language: means an African language or a language that is otherwise defined as "Rare" by the Supplier.
Reschedule: means any change to a confirmed order.
Services: means the translation, interpretation, localisation, conference liaison, editing, Proof-Reading Service, market research, conference interpretation, telephone interpretation and desktop publishing in the Languages and such other services to be supplied by the Supplier or a Translator or Interpreter chosen by the Supplier using its absolute discretion.
Supplier: means Bostico International or Bostico International Limited (Company Registration Number: 07063719) both of 106 Old Christchurch Road, Bournemouth, Dorset BH1 1LR.
Translator: means a third party who is an independent contractor and not an employee of the Supplier who deals with the written word.
Travel time: means the time incurred whilst travelling by the interpreter from the point of departure (which may not be his/her home address) to the destination and vice versa.
Working Hours: means 09.00 to 17:30 hours during Business Days.
1.2 In these Conditions, the following shall apply:-
(a) a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
(b) a reference to a party includes its personal representatives, successors or permitted assigns,
(c) a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
(d) any phrase introduced by the terms including, include in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
(e) a reference to writing or written includes faxes and e-mails.
2. BASIS OF CONTRACT
2.1 The Order constitutes an offer by the Customer to purchase Services from the Supplier in accordance with these Conditions.
2.2 The Order shall only be deemed to be accepted when the Supplier issues a written or email Order Confirmation at which point and on which date the Contract shall come into existence (the Commencement Date).
2.3 The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Supplier which is not set out in the Contract. Any samples, drawings, descriptive matter or advertising issued by the Supplier, and any descriptions or illustrations contained in the Supplier's catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Services described in them and shall not form part of the Contract nor any other contract between the Supplier and the Customer for the supply of the Services.
2.4 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.5 Any quotation given by the Supplier shall not constitute an offer, and is only valid for a period of 1 Business Day from the date of its issue.
3. SUPPLY OF SERVICES
3.1 The Supplier shall supply the Services to the Customer in accordance with the Order in all material respects.
3.2 The Supplier shall use all reasonable endeavours to meet any Delivery Date specified in the Order, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
3.3 The Supplier shall use all reasonable endeavours to meet the requirements as set out in clause 3.2 above, but the Supplier shall not be responsible for any delays in the Delivery Date caused by events beyond the Supplier's control.
3.4 The Supplier shall notify the Customer, within a reasonable period of time from the Commencement Date in the event that they are unable to perform the Services, and as soon as possible if the Order is an Emergency Booking.
3.5 The Supplier 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 the Supplier shall notify the Customer in any such event.
3.6 The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill but the Supplier offers no warranty as to the accuracy of the Services.
3.7 The Supplier shall not be required to supply Services which involves Material submitted by the Customer to the Supplier, which in their opinion using their sole discretion, they consider of an obscene, blasphemous, illegal or libellous nature.
3.8 The Supplier shall, unless otherwise stated or requested provide a Translator or an Interpreter that is qualified and/or experienced.
3.9 The Supplier shall not provide a Court registered Translator unless specifically requested to do so by the Customer in the Order.
3.10 The Supplier shall apply changes/corrections to errors within 7 working days from receipt of the documents. The Supplier shall not charge additional fees if the error/correction is the fault of Supplier. The Customer must return documents in original where applicable.
3.11 The supplier shall provide an interpreter based on availability not distance. The customer acknowledges that if the distance travelled by the interpreter is relevant to their order then this must be expressly specified in writing.
4. CUSTOMER'S OBLIGATIONS
4.1 The Customer shall:-
4.1.1 ensure that the terms of the Order and any information it provides in the Order Confirmation and/or written correspondence are complete and accurate;
4.1.2 ensure that they clearly indicate the intended use of the Services and to confirm for what purpose the Services are required;
4.1.3 undertake that the Material submitted by you to the Supplier shall not contain anything of an obscene, blasphemous or libellous nature and shall not (directly or indirectly) infringe Intellectual Property Rights of the Supplier or any third party;
4.1.4 undertake that the Supplier receives the Material required at the earliest opportunity to enable the Supplier to undertake the Services by the Delivery Date;
4.1.5 undertake that the Services shall be used for the Intended Use only and shall not be used in a public forum nor used for commercial purposes unless the purpose has been agreed in writing by the Supplier;
4.1.6 co-operate with the Supplier in all matters relating to the Services and shall provide further information as and when requested to do so by the Supplier;
4.1.7 provide the Supplier, the Translator, the Interpreter, its employees, agents, consultants and subcontractors, with access to facilities as reasonably required by the Supplier;
4.1.8 provide the Supplier with such Material and information as the Supplier may reasonably require in order to supply the Services, and ensure that such information is accurate in all material respects;
4.1.9 provide the Supplier with such Material and information as the Supplier may reasonably require subject to obtaining the owner's consent to the release of the Material and information;
4.1.10 undertake that any communication details shall be used solely in connection with the Services provided and that they will not share this information with third parties;
4.1.11 ensure that they specifically state if the Services will be required by a Court registered interpreter. If the Customer fails to communicate this to the Supplier at the time of booking then the Customer acknowledges that the Supplier provides no warranty that the Services will be provided by a Court registered interpreter; and
4.1.12 agree not to make any separate arrangements or transactions, whether directly or indirectly with any Translators or Interpreters, which has been provided by the Supplier for the performance of the Order for a period of 6 months after the Commencement Date ("the Restrictive Period") and any such dealings by the Customer or any person authorised by the Customer during the Restrictive Period without the written consent of the Supplier shall trigger a penalty fee of £450 or in the case of Rare Language £1500 ("the Penalty Fee") such Penalty Fee to be payable immediately upon demand to the Supplier by the Customer.
4.1.13 agree that all communications of any kind irrespective of reason including but not limited to paid or unpaid arrangements, planning, preparations, settlements transactions, negotiations whether or not leading to an agreement or contract, discussion of any Fee or Charges applied by the Supplier with any Translators or Interpreters which has been provided by the Supplier for the performance of the Order must be done via the Supplier or authorised in writing by the Supplier and any such communications by the Customer or any person authorised by the Customer during the Restrictive Period without such consent of the Supplier shall trigger a penalty fee of £450 or in the case of Rare Language £1500 ("the Penalty Fee") such Penalty Fee to be payable immediately upon demand to the Supplier by the Customer.
4.1.14 agree not to discuss any Fee or Charges with any Translators or Interpreters which has been provided by the Supplier for the performance of the Order during or after the Contract without the written consent of the Supplier.
4.2 If the Supplier's performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation ('Customer Default') then:-
4.2.1 the Supplier shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays the Supplier's performance of any of its obligations;
4.2.2 the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier's failure or delay to perform any of its obligations as set out in this clause 4.2; and
4.2.3 the Customer shall reimburse the Supplier on demand for any Fee payable for any work that has been completed at such stage, costs or losses Disbursements or Expenses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.
126.96.36.199 agree that where an order for an Interpreter is placed, the actual provision of the interpreter shall be of the essence and not the distance travelled by the interpreter.
188.8.131.52 agree to notify the Supplier in writing if clause 4.2.3 does not apply.
4.2.4 agree that where an Order for Emergency Translation is placed, it does not include Proof-Reading unless expressly requested in writing and the Charges for this service paid/agreed to be paid.
4.2.5 agree to be absolutely solely responsible for the payment for the Services and any Fees, Charges, Disbursements Expenses including any Cancellation or Emergency Booking fees independent of the existence or otherwise of any funding arrangements or lack thereof; and
184.108.40.206 agree that the Supplier shall supply its Services independent of pricing arrangements and/or conditions imposed by Legal Aid Agency (or similar entities); and
220.127.116.11 understand that the Supplier does not warrant, promise, undertake to be compliant with any of the rules, regulations, stipulations in pricing or otherwise imposed by Legal Aid Agency (or similar entities).
5. CHARGES AND PAYMENT
5.1 The Charges for the Services shall be as follows:-
5.1.1 Based on the estimated Fees set out in the Order Confirmation together with all properly incurred Expenses and Disbursements. An estimate of the Fees for providing the Services shall be set out in the Order Confirmation but the Customer acknowledges that a higher Fee may be charged by the Supplier and be payable by the Customer if the matter becomes protracted or unduly complicated due to the actions or additional requirements of the Customer.
5.1.2 The Fee charged by the Supplier to the Customer involving Services of a translation nature shall be calculated on a price per word basis (such price per word being set out by the Supplier in the Order Confirmation and the Customer acknowledges that the price per word may be different depending on the nature of the Languages involved). Where a document to be translated is in a commonly used computer form (such as Microsoft Word) then the Supplier shall be able to give an approximate word count for the purposes of calculating the Fee for this translation Services, Where the document is hand-written or in an unusual or uncommon format (to be determined by the Supplier acting reasonably) then the Supplier shall give an estimated word count for the purposes of calculating the Fee which the Customer shall accept.
5.1.3 The Customer accepts that any Interpreters provided shall be subject to a minimum booking of at least three hours per each assignment(this applies even when there are multiple assignments per day) and the Fee and Charges shall be construed accordingly.
5.1.4 The Supplier shall be entitled to charge the Customer for any expense reasonably incurred by the Supplier, any Interpreters or Translators or other individuals whom the Supplier engages in connection with the Services including, but not limited to, travelling expenses, travel time, subsistence and any associated expenses, and for the costs of services provided by third parties and required by the Supplier for the performance of the Services, including the cost of any materials.
5.1.5 The Supplier shall be entitled to charge an Administration Fee in the event that the Customer requires minor amendments or minor changes to the Order Form or Order or changes to Services already provided, deemed to be minor by the Supplier, at the discretion of the Supplier, in addition to any additional Fees or Charges reasonably charged for additional work created by the amendments or changes requested by the Customer.
5.1.6 The Supplier shall be entitled to charge the Customer telephone charges (“Call Charges”) on a per minute basis, per device connected in addition to Services Fee (such price per minute being set out by the Supplier in the Order and the Customer acknowledges that the price per minute may be different depending on type of calls which can be to a mobile, a landline, premium number, within the UK or outside UK).
5.1.7 The Supplier shall be entitled to charge the Customer a higher fee of 35% of the normal Charges for the Services ("Enhanced Fee") for any Emergency Bookings or as quoted in writing.
5.1.8 The Supplier shall be entitled to charge the Customer an Enhanced Fee where Services are provided on non-Business Days and out of Working Hours. Where the service provided is on non-Business Days or out of Working Hours and falls within Emergency Booking, as quoted in writing, then the Enhanced Fee is charged on each element separately.
5.1.9 The Supplier shall be entitled to charge the Customer on a 'material basis' for the Proof-Reading Service which will be dependent upon the length of text, subject matter and the output format. Medical, legal and material of a technical nature will attract a higher rate at the Supplier's sole discretion.
5.1.10 The Supplier shall be entitled to charge a fee of 100% of the Charges together with any Travelling Expenses that have been incurred if a) the Order is cancelled less than 2 clear Business Days before the Delivery Date or 5 clear Business Days before Delivery Date in the case of Rare Language, or b) if the Supplier can demonstrate that the work has been materially completed prior to such cancellation or c) if any Expenses or Disbursements have been incurred prior to cancellation.
5.1.11 The Supplier shall be entitled to charge a Cancellation Fee if an Order is cancelled giving 2 clear Business Days or more notice in writing or 5 clear business days or more notice in writing for Rare Languages.
5.2 The Supplier shall invoice the Customer on completion of the Service or on cancellation of the Service or at appropriate intervals to be determined by the Supplier acting reasonably.
5.3 The Customer shall pay each invoice submitted by the Supplier to the Customer:-
5.3.1 within 30 days of the date of the invoice OR on receipt of Proforma Invoice, as instructed in writing;
5.3.2 in full and in accordance with the instructions given by the Supplier; and
5.3.3 time for payment shall be of the essence of the Contract.
5.4 All amounts payable by the Customer under the Contract 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 Contract by the Supplier to the Customer, the Customer shall on receipt of a valid VAT invoice from the Supplier, pay to the Supplier 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.
5.5 Without limiting any other right or remedy of the Supplier, if the Customer fails to make any payment due to the Supplier under the Contract by the Due Date, the Supplier shall have the right to charge interest and compensation as provided by the Late Payment of Commercial Debts (Interest) Act 1998, whether or not the debt would otherwise fall within the provisions of the Act in full, whether before or after judgment.
5.6 Interest will accrue on a daily basis, and apply from the due date for payment until actual payment in full, whether before or after judgment.
5.7 The Customer shall pay all Charges due under the Contract in full without any deduction or withholding except as required by law and the Customer shall not be entitled to assert any credit, set-off or counterclaim against the Supplier in order to justify withholding of payment of any such amount in whole or in part. The Supplier may, without limiting its other rights or remedies, set off any amount owing to it by the Customer against any amount payable by the Supplier to the Customer.
5.8 Payments should be made by BACS. Payments by cheque are subject to a fee of £3.50 per cheque. Payments by PayPal are subject to 4.8% surcharge, credit card or debit card are subject to 3.5% surcharge.
5.9 In the event of any refund to a customer for a payment made by Paypal, credit card or debit card, a surcharge of 3.5% of the paid amount will be non refundable.
5.10 In the event that a third party has agreed to pay or is responsible for paying all or part of your costs, we may address our invoices to you and you will, in any event, be responsible for paying them. Whether or not we accept that any third party will pay any part of our invoices, we will not assume any responsibility to them, unless we expressly agree to do so.
5.11 The Supplier does not offer Reschedule of confirmed orders. An order which is Rescheduled is deemed to be Cancelled and clauses 5.1.10 and 5.1.11 apply.
6. INTELLECTUAL PROPERTY RIGHTS
6.1 All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by the Supplier.
6.2 The Customer acknowledges, that in respect of any third party Intellectual Property Rights, the Customer's use of any such Intellectual Property Rights is conditional on the Supplier obtaining a written licence from the relevant licensor on such terms as will entitle the Supplier to license such rights to the Customer.
6.3 All Supplier Materials are the exclusive property of the Supplier.
7.1 The Customer agrees and 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 Customer by the Supplier and/or Translator, Interpreters, its employees, agents or subcontractors, and any other confidential information concerning the Supplier's business or its products or its services which the Customer may obtain.
7.2 The Customer shall restrict disclosure of such confidential information to such of its employees, agents or subcontractors as need to know it for the purpose of discharging the Customer's obligations under the Contract, and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Customer.
7.3 This clause 7 shall survive termination of this Contract.
7.4 The Customer agrees and shall at all times keep in strict confidence all Fee and Charges relating to the Contract and shall at no stage (other than with the written consent of the Supplier) disclose or discuss the same with any Translator or Interpreter which has been provided by the Supplier for the performance of the Order.
7.5 The Customer agrees to the terms of Data Protection Privacy Notice (https://bostico.uk/privacy.htm).
7.6 PLEASE NOTE: You shall and you hereby agree to indemnify the Supplier and its affiliates and their officers, employees, agents and subcontractors (each an “Indemnified Party”) from and against any claims, losses, demands, actions, liabilities, fines, penalties, reasonable expenses, damages and settlement amounts (including reasonable legal fees and costs) incurred by any Indemnified Party arising out of or in connection with any breach by you of the warranties included in paragraph 9 of Data Protection Privacy Notice (https://bostico.uk/privacy.htm).
8. LIMITATION OF LIABILITY - THE CUSTOMER'S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE
8.1 Nothing in these Conditions shall limit or exclude the Supplier's liability for:-
8.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors; or
8.1.2 fraud or fraudulent misrepresentation.
8.2 Subject to clause 8.1 the Supplier:-
8.2.1 shall not be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or for any indirect or consequential loss arising under or in connection with the Contract including any losses that may result from a breach of the Contract by the Supplier, its employees, agents or subcontractors (including Translators and Interpreters); and
8.2.2 shall not be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or for any indirect or consequential loss arising under or in connection with the work delivered by a Translator/s provided by the Supplier or Proof-Reading Service including any losses that may result from a breach of the Proof-Reading Service by the Supplier, its employees, agents or subcontractors.
8.2.3 shall not be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or for any indirect or consequential loss arising under or in connection with the work delivered by a Translator/s provided by the Supplier for work which is deemed to be an Emergency Translation.
8.3 The Service shall be fit for its stated purpose and target readership and the level of quality specified in the Order Form or written confirmation of Order. Unless otherwise specified, the Services shall be deemed to be required for the Intended Use only and the Supplier shall not be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or for any indirect or consequential loss arising under or in connection with the Services.
8.4 The Supplier shall use its best endeavours to achieve the Delivery Date, however the Supplier cannot warrant the same and no liability shall attach to the Supplier in the event of the Delivery Date being delayed. A delay in the Delivery Date shall not in any way constitute a breach of this contract.
8.5 The Supplier's total liability to the Customer in respect of all losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the value of the Contract.
8.6 Except as set out in these Conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
8.7 This clause 8 shall survive termination of the Contract.
9.1 Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving notice to the Customer if the Customer fails to pay any amount due under this Contract or any other contract on the due date for payment;
9.2 Without limiting its other rights or remedies, the Customer may terminate the Contract with immediate effect by giving notice to the Supplier if the Customer gives the Supplier at least 2 clear Business Days' written notice (or 5 clear business days or more notice in writing for Rare Languages) in which case the Cancellation Fee shall be payable. If the Customer terminates the Contract giving less than at least 2 clear Business Days' written notice (or 5 clear business days or more notice in writing for Rare Languages) or cancels an Emergency Booking then the Customer shall pay the full Charges;
10. CONSEQUENCES OF TERMINATION
10.1 On termination of the Contract for any reason:-
10.1.1 the Customer shall immediately pay to the Supplier all of the Supplier's outstanding unpaid invoices for Fees together with interest, and in respect of Services supplied, Disbursements and Expenses but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt;
10.1.2 the Customer shall return all of the Supplier's Materials which have not been fully paid for. If the Customer fails to do so, then the Supplier may enter the Customer's premises and take possession of them. Until they are returned, of which the Supplier is to acknowledge receipt, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract;
10.1.3 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 Contract which existed at or before the date of termination or expiry;
10.1.4 clauses which expressly or by implication have effect after termination shall continue in full force and effect.
11. DISPUTE RESOLUTION
11.1 If any dispute arises between the Customer and the Supplier in respect of any Services supplied by the Customer then either party must immediately make the other party aware of such a dispute.
11.2 If the Customer wishes to lodge a complaint with the Supplier then the Customer should ensure that the Supplier receives full written details of the complaint within 7 days from the Delivery Date which should be sent to the Supplier's address addressed to the Supplier or by email to the Supplier.
11.3 All complaints received will be dealt with in an appropriate manner and in accordance with the Conditions.
12.1 Force Majeure
12.1.1 For the purposes of this Contract, a Force Majeure Event means an event beyond the reasonable control of the Supplier including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier 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 subcontractors.
12.1.2 The Supplier shall not be liable to the Customer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.
12.1.3 If the Force Majeure Event prevents the Supplier from providing any of the Services for more than 4 weeks, the Supplier shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving notice to the Customer.
12.2 Assignment and Subcontracting
12.2.1 The Supplier may at any time assign, transfer, charge, subcontract or deal in any other matter with all of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent including any Interpreter or Translator.
12.2.2 The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, subcontract or deal in any other matter with all or any of its rights or obligations under the Contract.
12.3.1 Any notice or other communication required to be given to a party under or in connection with this Contract shall be in writing and shall be delivered to the other party personally or sent by pre-paid 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.
12.3.2 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 10:00am 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.
12.3.3 This clause 12.3 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 faxes and for the avoidance of doubt notice given under this Contract shall not be validly served if sent by fax or e-mail.
12.4.1 A waiver of any right under the Contract is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by the Supplier in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor preclude its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
12.4.2 Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.
12.5.1 If a court or any other competent authority finds that any provision of the Contract (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 Contract shall not be affected.
12.5.2 If any invalid, unenforceable or illegal provision of the Contract 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.
12.6.1 The Customer and the Supplier shall ensure that in the performance of its obligations under these Conditions it will at all times comply with the relevant provisions of the Data Protection Act 2018.
12.6.2 The Customer agrees that they will not engage in or contemplate engaging in any separate arrangements with Translators and Interpreters during an Order or for a period of one year after the Commencement Date and all correspondence must be made through the Supplier.
12.6.3 Nothing in this Contract 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 part in any way whatsoever.
12.6.4 A person who is a third party to the Contract shall not have any rights under or in connection with the Contract.
12.6.5 Any variation, including the introduction of additional terms and conditions, to the Order, shall only be binding when agreed in writing and signed by the Supplier.
12.6.6 This Contract and Order, and any disputes or claims arising out of or in connection with them or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.
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