TERMS AND CONDITIONS FOR THE SUPPLY OF SERVICES

  • 1.  ABOUT US AND THESE TERMS
    • 1.1  We are Welcome Translation Experts Ltd, a company registered in England and Wales under company number 10835978 (referred to in these Terms as “we”, “us” and “our”). Our address is Office 25, 1 Empire Mews, London SW16 2BF.
    • 1.2  These Terms and Conditions (together with our Privacy Policy published on our website) tells you information about us and our terms (“Terms”) on which we supply our services (“Services”) listed on our website www.welcometranslationexperts.co.uk/www.welcometranslations.com (our “Website”) to you.
    • 1.3  These Terms and Conditions will form the contract between you and us (the “Contract”). Please read these Terms and Conditions carefully and make sure that you understand them before booking any of our Services. By booking our Services you agree to these Terms and Conditions. If you refuse to accept these Terms and Conditions, please do not book our Services.
    • 1.4  We amend these Terms and Conditions from time to time. Every time you wish to book our Services, please check these Terms and Conditions to ensure you understand the terms that will apply at that time.
  • 2.  CONTRACT
    • 2.1  The booking you make for our Services over email or phone to us (the “Order”) constitutes an offer by you to purchase Services in accordance with these Terms and Conditions.
    • 2.2  The Order shall only be deemed to be accepted when we issue a written acceptance and confirmation of the Order (usually via email) 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. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of us which is not set out in the Contract.
    • 2.4  Any quotation given by us shall not constitute an offer and is only valid for a period of 30 days from its date of issue.
    • 2.5  If you are not a consumer, you confirm that you have authority to bind any business on whose behalf you use our Services.
  • 3.  SUPPLY OF SERVICES
    • 3.1  We shall supply the services to you in accordance with the details and specification set out in the Order in all material respects (“Services”).
    • 3.2  We shall use our reasonable endeavours to meet any performance dates 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, unless agreed otherwise in writing between the parties.
    • 3.3  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.
    • 3.4  We warrant to you that the Services will be provided using reasonable care and skill.
    • 3.5  We reserve the right to assess the requirements of the Order from you and to determine the suitability, at our sole discretion, of the experience and qualifications of any subcontractors we use to provide the Services to you, including for any interpretation, translation, localisation or transcription services.
    • 3.6  We shall have the right to decide upon and select as we deem fit the appropriate subcontractors who are either expert/highly qualified or who are sufficiently experienced to provide the Services to you with reasonable care and skill (“Subcontractors”).
    • 3.7  You hereby give your consent to us to engage with Subcontractors who may be located outside the European Union.
  • 4.  YOUR OBLIGATIONS
    • 4.1  You shall:
      • (a) ensure that the terms of the Order (and any information you provide in the Order) are complete and accurate;
      • (b) co-operate with us in all matters relating to the Services;
      • (c) in the case of our interpreting Services, provide us, our employees, agents, consultants and subcontractors, with access to your premises, office accommodation and other facilities as reasonably required by us;
      • (d) provide us with such documents, 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; and
      • (e) obtain and maintain all necessary licences, permissions and consents which may be required before the date on which the Services are to start.
    • 4.2 If our performance of any of our obligations under the Contract 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 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 or delay to perform any of our obligations as set out in this clause 4.2; and
      • (c) you shall reimburse us on written demand for any costs or losses sustained or incurred by us arising directly or indirectly from the Customer Default.
  • 5.  CHARGES AND PAYMENT
    • 5.1  The charges for the Services (“Charges”) shall be payable as follows:
      • (a) the Charges shall be calculated in accordance with our standard fee rates, as set out in the Order, and if you are a business using us for your own clients who are funded through legal aid, we offer to match our Charges with the legal aid fee rates; and
      • (b) for our interpreting services, we shall be entitled to charge you an overtime rate as set out in the Order, on a pro-rata basis for each part day or for any time worked by individuals whom we engage on the Services outside the hours referred to in the Order.
    • 5.2  We shall invoice you on completion of the Services OR weekly/monthly in arrears.
    • 5.3  You shall pay each invoice submitted by us, and any disbursements we have incurred including but not limited to notarisation and legalisation fees, courier and postage charges and travel expenses for interpretation services as follows:
      • (a) if you are an individual consumer – payment is due in advance of our performance of the Services;
      • (b) if you are a business – payment is due promptly upon completion of the Services and in any case within 30 days of the date of the invoice;
      • (c) if you are a business whose clients are funded through legal aid and who will be the ultimate recipients of our Services – payment is due promptly upon completion of the Services and in any case within 30 days of the date of the invoice; and
      • (d) in full by either cheque, account transfer or cash, and time for payment shall be of the essence of the Contract.
    • 5.4  If you fail to make any payment due to us under the Contract by the due date for payment, then you shall pay statutory interest on the overdue amount. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount. You shall pay the interest together with the overdue amount.
    • 5.5  You shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). We may at any time, without limiting our other rights or remedies, set off any amount owing to us by you against any amount payable by us to you.
  • 6. INTELLECTUAL PROPERTY RIGHTS
    • 6.1  Where you supply third party intellectual property rights to us (for example, when providing documents for translation), you warrant that you have any necessary rights, consents and licences in order to do so, so that we can provide the Services.
    • 6.2  All intellectual property rights in any of our materials are owned by us.
  • 7. CONFIDENTIALITY
    • 7.1  In the performance of the Services, we 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 us, our employees, agents or subcontractors, and any other confidential information concerning your business, its products and services which we may obtain. We shall only disclose such confidential information to those of our employees, agents and subcontractors (some of whom may be outside the EU) who need to know it for the purpose of performing our obligations under the Contract, and we shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were a party to the Contract. We may also disclose such of your confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction. We shall only retain your confidential information for 6 months from the date of completion of the Order or Services provided to you by us, following which such confidential information will be either returned to you upon your request if it was received from you in original hard copy form or otherwise physically deleted, destroyed and expunged from our data systems and hard copy archives.
  • 8.  LIMITATION OF LIABILITY
    • 8.1  You acknowledge that we cannot guarantee that translation of any document as part of our translation Services will always be error free and we will make changes to correct such documents, but we will not give refunds or be held responsible for any losses in relation to such errors.
  • 9.  TERMINATION
    • 9.1  Without limiting your other rights or remedies, you may cancel and therefore terminate the Contract by giving us written notice. In such event, the following charges will apply to you:
      • (a) such amounts that we have incurred up to the date of cancellation in relation to the Services to be provided under the Contract (this may include, for example, set- up costs and fees already paid to our subcontractors); and/or
      • (b) for interpreting services, where you cancel with less than 48 hours before the date the Services are to be performed, the full cost of the interpretation Services.
    • 9.2  Without limiting our other rights or remedies, we may terminate the Contract by giving you 2 weeks’ written notice or with immediate effect by giving written notice to you if you fail to pay any amount due under this Contract on the due date for payment and fail to pay all outstanding amounts within 7 days after being notified in writing to do so.
    • 9.3  On termination of the Contract:
      • (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 all of our materials and 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 be unaffected, 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; and
      • (d) clauses which expressly or by implication survive termination shall continue in full force and effect.
  • 10.  FORCE MAJEURE
    • 10.1  For the purposes of this Contract, “Force Majeure Event” means an event beyond our reasonable control including but not limited to strikes, lock-outs or other industrial disputes (whether involving our workforce 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, fire, flood, storm or default of suppliers or subcontractors.
    • 10.2  We shall not be liable to you as a result of any delay or failure to perform our obligations under this Contract as a result of a Force Majeure Event.
    • 10.3  If the Force Majeure Event prevents us from providing any of the Services, we shall, without limiting our other rights or remedies, have the right to terminate this Contract immediately by giving written notice to you.
  • 11.  GENERAL
    • 11.1  Notices
      • (a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or home address (for a consumer), and shall be delivered personally, sent by pre-paid first-class post or other next working day delivery service, commercial courier or email.
      • (b) A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address; if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second working day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by email, one working day after transmission.
      • (c)The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
    • 11.2  Severance
    • If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part- provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
    • 11.3  No partnership or agency
    • Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, nor constitute either party the agent of the other for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.
    • 11.4  Third parties
    • A person who is not a party to the Contract shall not have any rights to enforce its terms.
    • 11.5  Variation
    • Except as set out in these Terms and Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by us.
    • 11.6 Governing law and jurisdiction
    • This Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation, shall be governed by, and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation.
  • 12.  DATA PROTECTION
    • 12.1  For the purpose of this clause 12, Data Protection Laws shall mean all data protection laws,  regulations, rules and other binding restrictions, including the Data Protection Act 1998 before 25 May 2018 and, from 25 May 2018, Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of data, and repealing Directive 95/46/EC (General Data Protection Regulation) (“GDPR”) and any implementing, derivative or related legislation, rule or regulation of the European Union (“Union”), a Union member state (“Member State”), or the United Kingdom (“UK”), applicable to the processing of personal data under this Agreement.
    • 12.2  For the purposes of this Contract, the lowercase terms” controller”,” processor”, “data subject”, “personal data”, “personal data breach” and “processing” (“process” and “processed” to be construed accordingly) shall have the meanings ascribed to them in the Data Protection Laws, and where the Data Protection Laws use the terms “personal information”, “data controller” or “data processor”, they shall be read as personal data, controller and processor, respectively.
    • 12.3  Each Party shall comply with its respective obligations under the Data Protection Laws in respect of any personal data processed in relation to this Contract.
    • 12.4  As data controller under this Contract, you represent and warrant that you have:
      • (a) the right to collect, process, and use personal data for the purpose(s) for which you use our Services;
      • (b) obtained, as applicable, all required authorisations or consents, which are sufficient in scope to enable each Party to process the personal data as required in order to obtain the benefit of its rights (including permitting the transfer of personal data to and by us and to our third party service providers outside the EU).