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1. Language of Contract

1.1 The English language is the controlling language of the contract and all notices and communications under the contract shall be in English.


2. Definitions and Interpretation 

2.1 Definitions

In this Agreement, unless the context otherwise requires, the following expressions shall be given the following meanings: 

  • ‘The Company’, ‘we’, ‘our’, or ‘us’ refers to SAXICA Ltd (company no. 12621592 whose registered office is at 8 Claremont Drive, Bridgnorth WV16 4LE) and “Client” or “you” represents the company, firm, body, organisation, or person contracting SAXICA Ltd to undertake service(s) on its behalf.

  • ‘Agreement’ means these standard terms of business. 

  • ‘Assignment’ means the period during which a Company performs services or carries out work for or on behalf of the Client or as otherwise agreed between the Client and the Company, commencing at the time the Company first starts such work and services and ending upon the cessation by the Company of all such work and services. 

  • ‘Client’ means the Party commissioning a Service in the normal course of business. 

  • ‘Confidential Material’ means any sensitive or private information with regard to the Client or their business. 

  • ‘Source Material’ means any text or other medium provided by the Client to the Company and which contains a communication which has to be translated, and may comprise text, sound and/or images. 

  • ‘Company’ means the Party providing a Service in the normal course of business. The Company shall normally be the creator of a Service unless the Client has been explicitly informed that the Service will be subcontracted, or the Company customarily trades as an intermediary. 

  • ‘Service’ means the preparation of a Translation or any other translation-related task such as revising, editing, etc., or any other work offered by the Company and as agreed in communication with the client, such as, but not limited to, consulting, language teaching, creative writing, which calls upon the language skills of the Company.

  • ‘Translation’ means the commissioned translation work produced by the Company. 

  • ‘Third Party’ means any party who is not a party to this Agreement.

  • 'Acceptance' of a Service and/or Translation means that the Service and/or Translation has been delivered by the Company to the Client and the Client has not requested any amendments or issued any complaints about the text within the first 7 days after delivery.


2.2 Interpretation

In this Agreement, unless the context otherwise requires: 

Words in the singular shall include the plural and vice versa. 

No part of any numbered clause shall be read separately from any other part. 

Clause headings are provided for convenience of reading only and shall be ignored for the purposes of ascertaining meaning. 

A reference to a statute or statutory provision is a reference to it as amended, extended or reenacted from time to time. 

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. 

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.


3. Copyright in Source Material, and Translation Rights 

3.1 The Company agrees to perform a Service for the Client on the understanding that performance of the Service will not infringe any Third Party rights. Accordingly the Client warrants to the Company that: 

1) the Client has full right and authority to enter into this Agreement, having acquired the right and licence to translate and publish the Source Material; and 

2) the Source Material does not infringe the copyright or any other right of any person; 

3.2 The Client shall indemnify the Company against any loss, injury or damage (including legal costs and expenses and compensation paid by the Company to compromise or settle any claim) which the Company suffers 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.


4. Fees: (binding) Quotations and (non-binding) Estimates 

4.1 In the absence of any specific agreement, the fee to be charged shall be determined by the Company on the basis of the Client’s description of the Source Material, the purpose of the Service and any instructions given by the Client. 

4.2 No fixed quotation shall be given by the Company until we have seen or heard all the Source Material and have received clear and complete instructions in writing from the Client. 

4.3 Where VAT is chargeable it will be charged in addition to the quoted fee if the Company is VAT registered. 

4.4 Any fee quoted, estimated or agreed by the Company on the basis of the Client’s description of the Service may be subject to amendment by agreement between the Parties if, in the Company’s opinion on having seen or heard the Source Material, that description is materially inadequate or inaccurate. 

4.5 Any fee agreed for a Service which is found to present latent special difficulties of which neither party could be reasonably aware at the time of offer and acceptance shall be renegotiated, always provided that the circumstances are made known to the other Party as soon as reasonably practicable after they become apparent. 

4.6 An estimate (also referred to as a ‘free quote’ on our website shall not be considered contractually binding, but given for guidance or information only. 

4.7 Subject to clause 4.2 above, a binding quotation once given after the Company has seen or heard all the Source Material shall remain valid for a period of seven (7) days from the date on which it was given, after which time it may be subject to revision. 

4.8 Costs of delivery of the Service shall normally be borne by the Company. 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. If the additional cost is incurred as a result of action or inaction by the Company, it shall not be borne by the Client, unless otherwise agreed. 

4.9 Other supplementary charges, for example those arising from:  

  • discontinuous text, complicated layout or other forms of layout or presentation requiring additional time or resources, and/or  

  • poorly legible copy or poorly audible sound media, and/or  

  • terminological research not previously agreed upon, and/or  

  • certification, and/or  

  • priority work or work outside normal office hours in order to meet the Client’s deadline or other requirements, may also be charged. 

The nature of such charges shall be agreed in advance. 

4.10 If any changes are made in the text or the Client’s requirements at any time while the Service is in progress, the Company’s fee, any applicable supplementary charges and the terms of delivery shall be adjusted in respect of the additional work.


5. Delivery 

5.1 Any delivery date or dates agreed between the Company and the Client shall become binding only after the Company has seen or heard all of the Source Material to be translated and has received complete instructions in writing from the Client. 

5.2 The date of delivery shall not be of the essence unless specifically agreed in writing. 

5.3 Unless otherwise agreed, the Company shall dispatch the Service/Translation in such a way that the Client can reasonably expect to receive it no later than the normal close of business at the Client’s premises or electronically (as agreed beforehand) on the date of delivery. 


6. Payment 

6.1 Payment in full to the Company shall be effected no later than thirty (30) days from the date of invoice by the method of payment specified. 

6.2 For long Assignments or texts, the Company may request an initial payment and periodic partial payments on terms to be agreed.

6.3 Settlement of any invoice, part-invoice or other payment shall be made by the due date agreed between the Parties or in the absence of such agreement within the period stipulated in clause 5.1. 

6.4 Where delivery is in instalments and notice has been given that an interim payment is overdue, the Company shall have the right to stop working on the Service at hand until the outstanding payment is made or other terms agreed. 

6.5 Any payment that is not made before the due date shall bear interest at the rate of two per cent (2%) of the total agreed cost of the Service calculated on a daily basis from the date when such payment fell due until the date of payment. 

6.6 This action shall be without prejudice to any sums due and without any liability whatsoever to the Client or any Third Party.


7. Copyright in Translations 

7.1 In the absence of a specific written agreement to the contrary, copyright in the Translation remains the property of the Client. 

7.2 Once Acceptance of a Translation has been established, the Company shall not be held liable in any way for the use or validity of the Translation or its consequences.

7.3 If a Translation is in any way amended or altered, the Company shall not be in any way liable for amendments made or their consequences. 

7.4 If the Company retains the copyright in a Translation, or if a Translation is to be used for legal purposes, no amendment or alteration may be made to a Translation without the Company’s written permission. The right of integrity may be specifically waived in advance by the Company in writing.


8. Confidentiality and Safe-keeping of the Client’s Documents 

8.1 No documents for Translation shall be deemed to be confidential unless this is expressly stated by the Client. 

8.2 However the Company 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. 

8.3 Both Parties agree that a Third Party may be consulted over, or involved in, to any degree, the completion of the agreed Service, including access to the Client’s source material, unless otherwise agreed by the Parties in advance. 

8.4 The Company shall be responsible for the safe-keeping of the Client’s Source Material and copies of the Translations, and shall, where necessary, ensure their secure disposal. 

8.5 If requested to do so by the Client, the Company shall insure documents in transit from the Company, at the Client’s expense. 


9. Cancellation and Frustration 

9.1 If a Service is commissioned and subsequently cancelled, reduced in scope or frustrated by an act or omission on the part of the Client or any Third Party, the Client shall pay the Company the full fee unless otherwise agreed in advance. 

9.2 The work completed shall be made available to the Client. 

9.3 If a Client goes into liquidation (other than voluntary liquidation for the purposes of reconstruction), or has a receiver appointed or becomes insolvent, bankrupt or enters into any arrangement with creditors the Company shall have the right to terminate a contract. 

9.4 Neither the Company nor the Client shall be liable to the other or any Third Party for consequences which are the result of circumstances wholly beyond the control of either Party. 

9.5 The Company shall notify the Client as soon as is reasonably practical of any circumstances likely to prejudice the Company’s 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.


10. Complaints and Disputes 

10.1 Failure by the Company to meet agreed order requirements or to provide a Service which is fit for its stated purpose shall entitle the Client to:

1) reduce, with the Company’s consent, the fee payable for work done by a sum equal to the reasonable cost necessary to remedy the deficiencies, and/or 

2) cancel any further instalments of work being undertaken by the Company. 

Such entitlement shall only apply after the Company has been given one opportunity to bring the work up to the required standard. 

10.2 The entitlement referred to in clause 10.1, shall not apply unless the Company has been notified in writing of all alleged defects. 

10.3 Any complaint in connection with a Service shall be notified to the Company by the Client (or vice-versa) within one month of the date of delivery of the Service. 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. 

10.4 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 England and Wales. In any event this Agreement shall be construed in accordance with English law.


11. Responsibility and Liability 

11.1 The Service shall be carried out by the Company using reasonable skill and care.

11.2 Time and expense permitting, the Company shall use our reasonable commercial endeavours to do the work to the best of our ability, knowledge and belief, and consult such authorities as are reasonably available to us at the time. 

11.3 Subject to clause 10.1, a Translation shall be fit for its stated purpose and target readership, and the level of quality specified. 

11.4 Unless specified otherwise, Translations shall be deemed to be of "for information" quality only. 

11.5 Nothing in this Agreement shall be construed as seeking to restrict a Party’s liability for personal injury or death arising from its own negligence. 

11.6 Subject to clause 11.5, the liability of the Company under or in respect of this Agreement, whether in tort, contract or otherwise, shall be limited to the cost of the Service being undertaken when the liability arises. 

11.7 Neither Party shall be liable to the other in respect of any consequential or indirect loss whatsoever.


12. Unfair Competition 

12.1 Subject to clause 11.2, where in the course of business the Company’s Client is an intermediary and introduces the Company to a Third Party work-provider, the Company shall not knowingly, for a period of 6 months from return of the last Service, arising from the introduction, approach the said Third Party for the purpose of soliciting work, nor work for the Third Party in any capacity involving translation, without the Client’s written consent. 

12.2 The restrictions in clause 12.1 shall not apply where: 

  • the Third Party work-provider has had previous dealings with the Company, or 

  • the Company acts on the basis of information in the public domain, or 

  • the approach from the Third Party is independent of the relationship with the intermediary, or 

  • the approach to the Third Party arises as the result of broad-band advertising, or 

  • the Third Party is seeking suppliers on the open market, or 

  • the intermediary only makes isolated use of the Company’s services.


13. Applicability and Integrity

13.1 This Agreement shall come into effect either:

(1) when the Client signs, either physically or electronically, the Agreement; or

(2) when the Client commences delivery of the Source Material; or 

(3) when the Client agrees in writing to the commencement of a Service; or

(4) when the Company provides any services under the Agreement,

whichever is the earlier.

13.2 This Agreement may be subject to any detailed requirements or variants expressly

specified in the order relating to a particular Service.

13.3 No waiver of any breach of any condition in this Agreement shall be considered as a

waiver of any subsequent breach of the same or any other provision.

Thanks for reading this far. We look forward to doing business with you.

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