TERMS AND CONDITIONS

Version number: V16080305220

1. Introduction

1.1 These are the terms and conditions which apply to the contract between Sign Language Direct with its registered office at 25 Wilton Road, Victoria, London SW1V 1LWW, company number 05078111 (“Supplier”) and the client to whom the Supplier contracts to supply the Services (“Client”).

2. Definitions

2.1 Capitalised terms have the following meanings in these terms:
Applicable Laws: all applicable laws, regulations and codes of conduct
Client Source Materials: any documents, software or other materials that the Client supplies to the Supplier in connection with the Services
Client Venue: the Client’s premises or any other Venue arranged by the Client
Consumer: an individual acting for purposes which are wholly or mainly outside that person’s trade, business, craft or profession
Quote: the Supplier’s quote to which these terms and conditions apply
Services: translation, interpreting, sign language interpreting, audio transcription, subtitling, voiceover, proofreading, DTP/typesetting, transcreation and any other services that the Supplier agrees to supply to the Client
Supplier Materials: any documents, software or other materials that the Supplier agrees to create for the Client in connection with the Services
Supplier Venue: any Venue arranged by the Supplier
Venue: any venue at which the Services are to be performed
in writing: all forms of visible reproduction in permanent form (including email unless otherwise stated)

3. Forming a contract with the Supplier

3.1 These terms are incorporated into every contract with the Supplier and any terms proposed by the Client are excluded unless specifically agreed to by a director of the Supplier in writing.

3.2 Any quote by the Supplier is an invitation to the Client to make an offer. If the Client agrees to the quote whether by clicking on a link in the email or sending a separate email, the Client offers to contract with the Supplier. The Supplier accepts the offer and a contract is formed only when the Supplier sends a confirmation email to the Client. Until then, there is no contract between the Supplier and the Client notwithstanding what the Supplier may say or do.

3.3 Each Supplier quote that becomes a contract (as explained above) is a separate contract with the Supplier subject to these terms and conditions even if more than one quote is attached to the same Supplier email and accordingly, by way of example, any material breach of one contract does not entitle the other party to terminate another contract.

3.4 Unless otherwise agreed in writing, the Supplier is not obliged to supply any Services requested by the Client which are in addition to those specified on the Quote. If the Supplier does so agree, it is entitled to charge extra for such Services at its then-standard rates.

4. Obligations of the Client

4.1 The Client shall:
4.1.1 promptly provide the Supplier with such information and documents as it may reasonably request for the proper performance of the Services; and
4.1.2 comply with the Supplier’s reasonable instructions and provide reasonable co-operation to the Supplier in supplying the Services.

4.2 The Client agrees to provide to the Supplier reasonably in advance such materials as are reasonably required to enable the Supplier to supply the Services. For example, where the Supplier is supplying interpreting Services at an event, the Client must provide appropriate information to enable the Supplier’s interpreters to prepare for the event such as background and introductory information relating to the subject matter and relevant documents and materials to be used at the event including speeches, scripts, videos and slides.

4.3 The Client shall comply promptly with its obligations under this agreement. If the Client delays in performing its obligation, then the period for the Supplier to perform its own related obligations shall be extended by a reasonable period which may be longer than the period of Client delay, for example if the Supplier has to arrange for a new subcontractor to carry out the work.  

4.4 The Client agrees to make backups of Client Source Material supplied to the Supplier. The Supplier is not liable for loss or damage to the Client Source Material.  

5. Delivery of Supplier Materials by the Supplier

5.1 The Supplier shall use its reasonable endeavours to meet any timescales provided to the Client for delivery of Supplier Materials but does not guarantee that they will be achieved.

5.2 The Client acknowledges that all Supplier Materials will be supplied only in accordance with any format and specifications stated in the Quote.

5.3 If the Supplier agrees to provide hard copy certified documents or other documents or materials, it shall take reasonable steps to send them to the address provided. The Client agrees to notify the Supplier immediately in writing if:
5.3.1 the Client does not receive the documents within seven business days of the despatch date; or
5.3.2 the documents are damaged or defective or otherwise not what was ordered (e.g., the wrong quantity).

5.4 Unless otherwise specifically agreed in writing, the Supplier shall provide translations of any annotations to drawings within a separate table. If the Client requires insertion or modification of text in the drawings themselves:
5.4.1 this is subject to the Supplier’s separate agreement in writing;
5.4.2 this service may incur an extra cost; and
5.4.3 the Client acknowledges that this is a difficult process and that the Supplier is not liable for any errors that may arise.

6. Events

6.1 For the avoidance of doubt, the Supplier is only required to supply the Services at the Venue on the agreed date and for the specified period. Any cancellation or change by the Client is subject to the Supplier’s agreement in writing and to payment of any additional applicable fees.

6.2 The Client acknowledges that the Supplier is entitled without liability to withdraw from any Venue and suspend any Services immediately if the Supplier has any concerns as to the safety or security of its personnel staff or equipment.

6.3 The Supplier shall take reasonable steps to check that its equipment (including video software and internet connections) is in order in advance of the event but cannot guarantee that technical difficulties will not arise or that they can necessarily be resolved quickly or on the same day. The Supplier shall not be liable in such case.

6.4 Unless otherwise agreed in writing, the Supplier may require that at least one of its authorised technicians is present at a Venue when the Supplier’s equipment is being used.

6.5 Insofar as the Services are to be performed at a Client Venue, the Client:
6.5.1 shall notify the Supplier in writing before ordering Services if there are any timing, access or other relevant restrictions in relation to the Services;
6.5.2 is responsible for procuring all necessary consents and licences;
6.5.3 shall take reasonable steps to ensure that the Client Venue is a safe and suitable location for the Supplier to provide its Services and to procure the safety of the Supplier’s personnel and equipment;
6.5.4 shall provide the Supplier with access to the Client Venue in sufficient time to enable installation and testing of the equipment;
6.5.5 shall ensure that rooms are available for the set-up and dismantling of equipment as agreed with the Supplier and the Supplier is entitled to charge additional fees at its standard rates if there are any relevant changes, for example if it is necessary to dismantle and reset or move the equipment between sessions or events;
6.5.6 is responsible for the distribution and collection of receivers/headsets from attendees.

6.6 The Client shall be liable for loss of or damage to the Supplier’s equipment at a Venue except insofar as due to the Supplier’s negligence. For each item lost or damaged, the Client shall pay to the Supplier the replacement value as specified by the Supplier in Appendix 1 except insofar as varied in the Quote

6.7 The Supplier shall not be liable for loss or damage caused to the Client Venue unless due to the deliberate act of the Supplier.

6.8 Insofar as the Services are to be performed at a Supplier Venue, the Client shall:
6.8.1 be responsible for the behaviour of its attendees and ensure that they behave in a reasonable and non-disruptive manner;
6.8.2 comply with any rules and regulations of the venue operator; and
6.8.3 comply with the reasonable requests of the Supplier and the venue operator.

6.9 Insofar as the Services are to be arranged by the Supplier by virtual means, the Client:
6.9.1 shall be responsible for the behaviour of its attendees and ensure that they behave in a reasonable and non-disruptive manner; and
6.9.2 shall ensure that the attendees have appropriate connectivity and comply with any other technical requirements needed to access the event; and
6.9.3 comply with the reasonable requests of the Supplier.

7. Payment

7.1 The Supplier’s prices and timescales in the Quote are based on information supplied by the Client. The Supplier reserves the right to change its prices or timescales in light of any additional information received from the Client. The Supplier is entitled to terminate this agreement without liability if the Client does not agree to the revised prices or deadlines.

7.2 The Client shall make payment in full immediately following this agreement unless the Supplier agrees to allow the Client credit in which case invoices are payable within 30 days.

7.3 The Client shall pay the Supplier’s fees without any withholding, deduction, counterclaim or setoff.

7.4 The Supplier’s fees are exclusive of VAT or other applicable taxes, which shall be payable in addition by the Client.

7.5 In the event of late payment, the Supplier may charge interest on overdue sums (both before and after judgment) at the rate for the time being that would be applicable if the debt were a qualifying debt under the Late Payment of Commercial Debts (Interest) Act 1998.

7.6 To avoid doubt, even if the Client cancels some or all of the Services, the Client remains liable to pay the Supplier’s fee in full unless and to the extent that Consumer cooling off rights apply.

8. Consumer right to cancel (“cooling off”)

8.1 If (and only if) the Client is a Consumer, the Client has the right to cancel this contract within 14 days as explained in Appendix 2 below. The Client loses the right to cancel contracts for the supply of services which have been fully performed, i.e., completed.

9. Suspension / Termination

9.1 The Supplier is entitled to suspend or terminate this agreement at any time by giving notice in writing to the Client if any of the Supplier’s fees are unpaid.

9.2 Without prejudice to any other right or remedy available to either party under this agreement or at law, either party (the ‘Innocent Party’) may terminate this agreement at any time and with immediate effect upon giving notice to the other party if:
9.2.1 the other party has committed a material breach of this agreement and has failed to remedy such breach within thirty (30) days of receipt of a notice in writing from the Innocent Party describing the breach and requiring its remedy; or
9.2.2 the other party suffers, or threatens to suffer, any form of bankruptcy, insolvency, receivership, administrative receivership, administration or is unable to pay its debts or makes any arrangement with creditors or applies for protection from creditors or passes a resolution for its winding up or ceases, or threatens to cease, to carry on business or any event occurs which is substantially similar to any of the foregoing.

9.3 On termination of this agreement for any reason:
9.3.1 accrued rights and liabilities shall be unaffected; and
9.3.2 all terms shall survive which are expressed or intended to survive termination as well as any terms necessary for the interpretation or enforcement of this agreement.

10. Warranties

10.1 Both parties warrant that they will comply with all Applicable Laws in connection with this agreement and that they shall not infringe third party or other rights.

10.2 Subject to the terms of this agreement, the Supplier warrants that it shall supply the Services with reasonable skill and care. Notwithstanding the foregoing, the Supplier does not warrant that the Services will be uninterrupted or error-free.

10.3 The Client acknowledges that translation, interpretation and other similar Services of the Supplier are not an exact science. The Supplier does not warrant that such Services will achieve any particular degree of accuracy.   If the Client relies on the Supplier Materials rather than the Client Source Material to make important decisions on technical, legal or other matters, the Client does so at its own risk.

11. Limitation of liability and indemnity

11.1 Any provisions in this agreement excluding or limiting liability will apply regardless of the form of action, whether under statute, in contract or tort including negligence or otherwise. Such provisions apply to and may be enforced by the relevant party’s directors, officers, employees, subcontractors, agents and affiliated companies as well as to the party itself and those parties will have the benefit of such provisions in terms of the Contracts (Rights of Third Parties) Act 1999. Nothing in this agreement in any way excludes or restricts either party’s liability for negligence causing death or personal injury or for fraudulent misrepresentation or for any liability which may not legally be excluded or limited.

11.2 The Client irrevocably waives (i.e., gives up) any right to dispute payment of any invoice unless the Client raises a dispute by notice in writing to the Supplier within 30 days of the date of the invoice.

The following clauses apply only if the Client is a Consumer:

11.3 The Supplier shall not be liable for any loss or damage in circumstances where:
11.3.1 there is no breach of a legal duty owed to the Client by the Supplier;
11.3.2 such loss or damage was not reasonably foreseeable (meaning it was not an obvious consequence of the Supplier’s breach or was not contemplated by the Supplier and Client when they entered into this contract);
11.3.3 such loss or damage is caused by the Client, for example by not complying with this agreement; or
11.3.4 such loss or damage relates to a business of the Client.

11.4 The Client will be liable for any reasonably foreseeable loss or damage suffered by the Supplier arising from the Client’s breach of this agreement (including claims made by other people) resulting from the Client’s breach of this agreement.

The following clauses apply only if the Client is not a Consumer:

11.5 The total aggregate liability of the Supplier of any kind (including for negligence) for any act or omission or series of connected acts or omissions with respect to the Services shall in no circumstances exceed the total fees paid or payable by the Client to the Supplier under this agreement in connection with the relevant Services.

11.6 The Supplier shall not in any event be liable for any
11.6.1 economic losses (including, without limit, loss of revenues, profits, contracts, business or anticipated savings);
11.6.2 loss of goodwill or reputation;
11.6.3 special, indirect or consequential losses; or
11.6.4 damage to or loss of data.

11.7 To the extent allowed by law, both parties exclude all terms, whether imposed by statute or by law or otherwise, that are not expressly stated in this agreement.

11.8 The Client shall indemnify the Supplier against all claims and liabilities directly or indirectly related to the Supplier’s breach of this agreement.

12. Intellectual Property Rights

12.1 The Client licenses the Supplier to use and alter the Client Source Materials insofar as necessary for the purposes of the Services. The Client warrants that it has the right to grant such a licence and that such use shall not infringe any third party intellectual property rights.

12.2 This clause does not apply if the parties have agreed the terms of a licence of Supplier Materials to the Client: The Supplier assigns to the Client ownership of the copyright and other intellectual property rights in the Supplier Materials subject to full and timely payment by the Client of all Supplier’s fees relating to the relevant Services. To the extent that the Supplier does not own the intellectual property rights in any part of the Supplier Materials, the Supplier shall use reasonable endeavours to procure a perpetual, exclusive, worldwide, royalty-free licence thereof to the Client.

12.3 Unless the Client requests the Supplier in writing not to do so, the Supplier is entitled to use the Client’s name on its website or in other promotional materials as an example of a client who the Supplier has worked for.

13. Confidentiality

13.1 Each party shall keep in confidence any information in any form (including oral) of a confidential nature relating to the other party obtained in connection with this agreement and shall not without the prior written consent of such other party use that information other than for the purposes of this agreement or disclose it to any person other who needs to know the information for the purposes of this agreement.

13.2 This clause shall not apply to:
13.2.1 information which becomes public knowledge has been published other than through a breach of this agreement;
13.2.2 information lawfully in the possession of the recipient before the disclosure took place;
13.2.3 information obtained from a third party who is free to disclose it; and
information which a party is requested to disclose and if it did not could be required by law or regulation 13.2.4 or competent authority to do so.

13.3 This section of the agreement shall survive termination.

14. Data Protection

14.1 The parties shall comply with the GDPR Addendum at Appendix 3.

15. Non-solicitation

15.1 The Client undertakes that it shall not during this agreement, nor during the period of 24 months following the termination of this agreement either on its own account or in conjunction with or on behalf of any other person, firm or company, solicit, employ, engage or entice away or attempt to do so (a) any employee of the Supplier or of any company which is a subsidiary or parent of the Supplier or under common ownership with it or (b) any subcontractor used by the Supplier to supply the Services.

16. General

16.1 This agreement (and any document incorporated herein) constitute the entire agreement between the parties with respect to its subject matter and supercedes any previous communications or agreements between the parties in relation to such matters. Both parties acknowledge that there have been no misrepresentations and that neither party has relied on any pre-contractual statements. Liability for misrepresentation (excluding fraudulent misrepresentation) relating to the terms of this agreement is excluded

16.2 Neither party is liable for failure to perform or delay in performing any obligation (excluding payment) under this agreement if the failure or delay is caused by any circumstances beyond that party’s reasonable control including third party telecommunication failures and epidemics / pandemics.

16.3 Any notice required by this agreement to be given by any party in writing may be given by hand or sent (by special delivery within the UK or by international signed for post outside the UK) to another party at its registered office or such other address as that party may notify to the other party for this purpose from time to time or, unless stated otherwise, by email.

16.4 No amendment or variation of this agreement shall be effective unless in writing, expressed to be an amendment to this agreement and signed by a director of the Supplier.

16.5 The Client may not assign any of its rights or obligations under agreement without the prior consent in writing of the other not to be unreasonably withheld or delayed.

16.6 The failure of a party to exercise or enforce any right under this agreement shall not he deemed to be a waiver of that right nor operate to bar the exercise or enforcement of it at any time or times thereafter.

16.7 If any provision of this agreement is held to be unlawful, void or unenforceable in whole or in part, this agreement shall continue in force in relation to the unaffected provisions.

16.8 Save insofar as expressly provided otherwise in this agreement, no third party may enforce any clause in this agreement under the Contracts (Rights of Third parties) Act 1999.

16.9 The relationship of the parties is that of independent contractors. Except as otherwise stated in this agreement, nothing in this agreement shall constitute the parties as partners, joint venturers or co-owners, or constitute any party as the agent, employee or representative of the other(s), or empower any party to act for, bind or otherwise create or assume any obligation on behalf of the other(s), and no party shall hold itself out as having authority to do the same.

16.10 This agreement shall be governed by the laws of England and each party hereby submits to the exclusive jurisdiction of the English courts.

Sign Language Direct is a trading name for Absolute Translations Ltd