1.1 The clause headings are for convenience of reference only and shall not affect the construction or interpretation of these Terms and Conditions.
1.2 “Terms and Conditions” means the terms and conditions as set out below.
1.3 “Knockhundred” means “Knockhundred Translations Ltd”.
1.4 “Client” means the company, firm, body or person to whom Knockhundred is supplying the service(s).
1.5 “Data” includes information contained in computer programmes, CDs, records or any other machine readable form. It also includes documents, books, photographs, graphics or other information and material.
1.6 “Input Data” means data provided by the Client to Knockhundred.
1.7 “Output Data” means data provided by Knockhundred to the Client.
1.8 “Quotation” means quotation provided by Knockhundred to the client specifying services, delivery and charges.
1.9 “Services” means the services to be provided by Knockhundred to the Client. These include, but are not limited to: translation, Braille, brand name analysis, copywriting, editing, interpreting, language teaching, large print, lip speaking, localisation, Palantype, Plain English, proofreading, speech to text, studio hire, subtitling, training, typesetting, voiceover.
1.10 “We”, “Us”, “Our” means Knockhundred Translations Ltd whose registered office is Bearwood, Leominster, Herefordshire HR6 9EF.
1.11 “You”, “Your” means the company, firm body or person to whom we are supplying the Services.
1.12 “Purchase Order” means order from Client to Knockhundred to provide Services.
1.13 “Onsite” means any work carried out either at Knockhundred’s office or the Client’s premises.
1.14 “Offsite” means any work carried out at a location other than Knockhundred’s office or the Client’s premises.
1.15 “Contract” means contract between the Client and Knockhundred and consists of Client’s agreement in writing accepting Knockhundred’s Quotation, or Knockhundred’s acceptance in writing of a Client’s Purchase Order.
2. Input Data
2.1 Quotations are given on the basis of your description of the Input Data and your statement of its final intended purpose. Such Quotations may be amended at any time if, in our opinion, the description of the Input Data is materially inadequate or inaccurate.
2.2 The Client shall retain duplicate copies of all Input Data. Safe-keeping of all Output Data shall be the sole responsibility of the Client from the time of delivery.
2.3 Information provided in any of our published material is a general description only and does not form part of the Contract.
3. Price and Payment
3.1 Unless otherwise stated, prices are in sterling and must be made in sterling.
3.2 Price includes, unless otherwise stated in the Quotation, delivery to the address specified in the Quotation, or in our written acceptance of your Purchase Order. Additional charges will apply if Knockhundred is required to send facsimiles overseas or deliver data by courier.
3.3 Knockhundred reserves the right to apply reasonable additional charges if requested to perform services not detailed in the Quotation or Knockhundred’s written acceptance of the Purchase Order. Such services include, but are not limited to: making photocopies of data, sending facsimiles, extra work or longer hours than were specified in the Quotation or Purchase Order.
3.4 Unless stated otherwise in the Quotation, services lasting longer than 21 days will be invoiced 50% on commencement and subsequently at monthly intervals or on completion if services last less than 30 days.
3.5 Payments shall be made within 15 days from the date of invoice. All payments shall be made without deduction or set-off of bank charges.
3.6 In the event of late payment, we reserve the right to charge interest on the amount outstanding, calculated daily at the rate of 8 per cent above the published rate of the Bank of England, or to charge a late payment fee of £50, whichever is the higher.
3.7 Failure to pay an invoice shall entitle us to suspend work on the same and any other Contract with you without prejudice to any other right we may have, until such payment including any outstanding charges and/or interest has been paid.
3.8 Cancellation fees shall apply to any Service where the Contract or written acceptance of your Purchase Order requires us to supply an employee, sub-contractor or partner to attend a specified location on an agreed date and time, and the Client notifies us that the Service is no longer required. Cancellation fees apply as follows:
- More than 30 days – no cancellation fee
- Between 15 days and 30 days’ notice – 50% of the full Contract fee
- Between 7 and 14 days’ notice – 75% of the full Contract fee
- Less than 7 days’ notice – 100% of the full Contract fee
4.1 Unless expressly agreed in writing by us, dates and times for delivery are not of the essence and any delay shall not entitle you to reject any delivery or other part of the Contract.
4.2 We will not be liable in any circumstances for the consequences of any delay in delivery or performance or failure to deliver or failure to perform if the duration of the delay is not substantial or if the delay or failure is due to late delivery or performance, or non- delivery or non-performance by suppliers, subcontractors or force majeure. Force majeure includes accident, labour conflicts, wars, acts of terrorism or any other cause whatsoever beyond our control or of an unexpected or exceptional nature.
4.3 Where time is of the essence and this has been expressly agreed by us, and we fail to deliver the service or perform by the specified date or delivery time, the Client shall be entitled to a full or part refund as agreed between Knockhundred and the Client.
4.4 Posting or delivery to a carrier (including post, facsimile, email) for the purpose of transmission to you shall, for the purposes of the Contract, constitute delivery to you.
5. Responsibilities and Liabilities
5.1 The Services provided will be carried out using reasonable skill and care in accordance with the standards of the industry and our Quotation.
5.2 You must notify us within 10 days of delivery of any Output Data or supply of other Services, of any claim arising out of the provisions of the services, together with full details of any claim. If such written notice is not received within 10 days of delivery, the Client shall be deemed to have accepted the Output Data or service, and we shall not be liable for any defect in the quality thereafter.
5.3 We do not warrant that the Output Data or Service will be error free in terms of accuracy, correctness, reliability or otherwise. Output data should be proofread by a native speaker prior to publication. Unless we have been required to supply a proofreading service under the terms of our Quotation or written acceptance of your Purchase Order, we accept no liability whatsoever for Output Data.
5.4 We shall not be liable for any defects in data submitted by and to you over the internet as it cannot be guaranteed to be free from risk of interception, loss or corruption.
5.5 You must notify us in writing within 10 days of delivery of any service of any alleged inaccuracies, at which point our liability will be no more than to rectify any such alleged inaccuracies that we feel to be justified, to our satisfaction. At no time will such allegations delay payment.
5.6 We shall not be liable for correct spellings of names and addresses in Input Data when the data is illegible or not in Latin script. In the case of certification or notarisation, Knockhundred can only certify legible text appearing on original documents.
5.7 Except in respect of death or personal injury resulting from our negligence, or as expressly provided in these Terms and Conditions, our liability to you in respect to the provision of the services shall be limited as follows:
- We shall not be liable for loss of profits, business, contracts, revenue, damage to your reputation or goodwill and/or any other indirect or consequential loss or damage whatsoever.
- Our entire liability to you under any Contract, including but not limited to in respect of the Services, shall not exceed the price payable to us by you under the Contract to which any claim relates.
5.8 You warrant that any Input Data shall not contain anything of an obscene, blasphemous or libellous nature and shall not infringe the Intellectual Property Right or Copyright of any third parties.
5.9 You agree to indemnify us (which for the purpose of this clause includes our employees, agents and sub-contractors), and keep us indemnified, from all losses, damages, injury, costs and expenses of whatever nature arising from our use or possession of the Input Data or your use of the Output Data.
5.10 In the event you require us to provide services Offsite, you shall ensure all necessary safety and security precautions are in place at the premises, and we shall be entitled to charge you for any additional costs which we may incur as a result of any hazardous conditions or materials encountered.
5.11 We shall not be liable if any delay in performing or failure to deliver the Services is due to any cause beyond our reasonable control. In the case of force majeure, we will inform you as soon as is practical, and either party would be entitled to cancel the Contract. In this event however, you shall compensate us for any expenses incurred for any services already provided.
5.12 In respect of our telephone interpreting service, we may at our discretion require you or any party whom we agree to supply at your cost to use passwords we supply. You will be responsible for the safekeeping of all such passwords and indemnify and hold us harmless against the loss or unauthorised use of all passwords.
5.13 We may monitor telephone interpreting conference calls for quality control purposes.
6.1 Save as necessary in order for us to provide the Services, neither party may reveal or use the other party’s confidential information unless required to do so by law or any regulatory authority.
6.2 Each party shall ensure that in the performance of its obligations under these Terms and Conditions, it will at all times comply with the relevant provisions of the Data Protection Act 1998.
6.3 Input Data and Output Data shall be kept confidential by Knockhundred and its agents, unless the data is public knowledge, or until it comes public knowledge at any time in the future.
7. Non Solicitation
7.1 The Client shall not during the term of the Contract, and for a period of one year after termination of the Contract, solicit, employ, endeavour to entice away from Knockhundred any of our employees, partners, sub-contractors or freelance linguists.
7.2 In the event of any breach of this clause, the Client shall pay to Knockhundred by way of liquidated damages an amount equal to the aggregate salary paid by Knockhundred to that employee for the year immediately prior to the breach. In the case of a freelancer or part-time employee, the amount paid will be equal to the equivalent of a full year, full time salary.
8.1 If you subsequently cancel or reduce in scope the Contract, the full price for the Contract shall remain payable unless otherwise agreed in advance.
8.2 Either party shall be entitled to terminate the Contract immediately by written notice if the other commits any breach of these conditions, and either fails to remedy the same within 7 days of receipt of a written notice specifying the breach and requiring it to be remedied.
8.3 Either party shall be entitled to terminate the Contract if the other makes any voluntary arrangements with their creditors, becomes bankrupt, becomes subject to an administrative order to go into liquidation, or a receiver is appointed.
8.4 Any termination of the Contract shall not prejudice any rights or remedies which may have accrued to either party.
9. Dispute Resolution
9.1 If any dispute arises between the parties regarding the Services, then the details of the dispute shall be made in writing to the other within 10 working days of their dissatisfaction.
9.2 In the event that the dispute is not resolved to both parties’ satisfaction, then the dispute shall, at the request of either party be referred to a person agreed between the parties. If the parties cannot agree on a person, then each party will submit the name and details of their preferred person to the Association of Translation Companies, who will decide.
9.3 Such a person shall be appointed to act as an expert and not as an arbitrator, and the decision of that person shall be final and binding.
9.4 The cost of such an expert shall be borne equally by the parties.
10.1 The Contract will be subject to these Terms and Conditions. Any variation of the Contract must be agreed in writing by Knockhundred and the Client.
10.2 We may engage any person, company or sub-contractor to perform any or all of our obligations under a Contract, and can assign any or all of our rights.
10.3 If any provision of these conditions is held to be invalid or unenforceable, the validity of the other provisions in these conditions shall not be affected.
10.4 Any notice required or other communication to be given by either party must be in writing and may be delivered, sent by pre-paid first class post, by facsimile or email.
10.5 The Contract shall be governed by and construed in all respects in accordance with English Law, and the parties agree to submit to the non-exclusive jurisdiction of the English courts.
These Terms and Conditions are subject to change without prior notice. Date of publication: 1 March 2011