1. Interpretation
1.1. The definitions and rules of interpretation in this Condition 1 apply in these terms and conditions (Conditions).
BDXL Ltd: BDXL Ltd (trading name “Translayte”), registered in England and Wales (Company number 7496682), the Registered Office of which is at 20 - 22 Wenlock St, London, N1 7GU.
Business Day: any day outside weekends and UK bank holidays between 9am and 6pm (GMT).
Charges: the charges payable by the Client to Translayte for the provision of the Services.
Contract: the contract formed by Client’s Order and Translayte’s acceptance of it, or the Client’s acceptance of a valid quotation for Services by Translayte under Condition 2.3.
Client: the person, firm or company that purchases Services from Translayte.
Client’s Equipment: any equipment, systems, cabling, or facilities provided by the Client and used in the supply of the Services.
Client Materials: all documents, information and materials and works provided by the Client for the purposes of carrying out the Services including (without limitation) computer programs, data, reports and specifications or the materials specified in the Contract.
Deliverables: all documents, products and materials developed by Translayte (or its agents, subcontractors, consultants and employees) in relation to the Services in any form or the deliverables specified in the Contract.
Document: any document in writing, any drawing, map, plan, diagram, design, picture or other image, tape, disk or other device or record embodying information in any form.
Force Majeure: any act, omission, event or circumstance, beyond the reasonable control of the party affected, including but not limited to, any act of God, fire, disaster, war, civil commotion, insurrection, embargo, prevention from or hindrance in obtaining raw materials, energy or other supplies, explosion, industrial dispute affecting a third party for which a substitute third party is not reasonably available, breakdown of plant or machinery, computer system failure, flood, severe weather conditions, riots, accident, or any act of any governmental, regulatory or other official body.
Intellectual Property Rights: all utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography 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 and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
Pre-existing Materials: all documents, information and materials provided by Translayte relating to the Services which existed prior to the commencement of the Contract, including computer programs, data, reports, and specifications.
Order: a written order for the Services provided by the Client.
Privacy Policy: the privacy policy which Translayte has from time to time.
Services: the translation, transcription, localisation, certification, or proofreading services to be provided by Translayte under the Contract, together with any other services which Translayte provides, or agrees to provide, to the Client.
Sales Tax: sales taxes, Value Added Tax (VAT), export or import charges, transportation or insurance charges, customs and duty fees, personal property taxes or similar charges.
Sub-contractor: a Translator and/or a person and/or an agency providing elements of the Services to Translayte.
Website: Translayte’s website (https://translayte.com) on which the Services are advertised.
Translayte’s Equipment: any equipment, including tools, systems, cabling, or facilities, provided by Translayte or its Sub-contractors and used directly or indirectly in the supply of the Services.
1.2 Headings in these conditions shall not affect their interpretation.
1.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.4 A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.
1.5 A reference to writing or written includes faxes, e-mail, and via the Website.
1.6 Any obligation in the Contract on a person not to do something includes, without limitation, an obligation not to agree, allow, permit, or acquiesce in that thing being done.
2. Application
2.1. These Conditions shall:
(a) apply to and be incorporated into the Contract; and
(b) prevail over any inconsistent terms or conditions contained, or referred to, in the Client’s purchase order, confirmation of order, acceptance of a quotation, or specification or other Document supplied by the Client, or implied by law, trade custom, practice or course of dealing.
2.2. By ordering any of the Services, the Client agrees to be bound by the Conditions. The Client can only purchase the Services from the Website if eligible to enter a contract and is at least 18 years old.
2.3 The Client’s Order, or the Client’s acceptance of a quotation for Services by Translayte, constitutes an offer by the Client to purchase the Services on these Conditions. No offer placed by the Client shall be accepted by Translayte other than:
- by a written unqualified acceptance issued and executed by Translayte; or
- (if earlier) by Translayte starting to provide the Services when a contract for the supply and purchase of the Services on these Conditions will be established. The Client’s standard terms and conditions (if any) attached to, enclosed with, or referred to in any Order or other document shall not govern the Contract.
2.4 Quotations are given by Translayte on the basis that no Contract shall come into existence except in accordance with Condition 2.3. Any quotation is valid for a period of 7 days from its date unless stated otherwise, provided that Translayte has not previously withdrawn it.
2.5 Quotations are given by Translayte on the basis of the Client’s description of the Services and Materials, and any other instructions. Such quotations may be amended at any time if the description of such materials is materially inaccurate.
2.6 The description of Services and information provided in Translayte’s Website, brochures, catalogues, or other published material is a general description only and does not form part of the Contract.
2.7 In the case of Services made to the Client’s special requirements, it is the Client’s responsibility to ensure that any information or specification provided is accurate.
2.8 All Services which appear on the Website are subject to availability.
2.9 Translayte may make changes to the Services to comply with any applicable law or safety requirement.
2.10 These terms and conditions may be subject to change from time to time. Please ensure that you check the Website from regularly for changes to these terms and conditions.
3. Commencement and duration
3.1 The Services supplied under the Contract shall be provided by Translayte to the Client from the date of acceptance of the Contract.
3.2 The Services supplied under the Contract shall continue to be supplied for the period stated in the Order.
4. Translayte’s obligations
4.1 Translayte shall use reasonable endeavours to provide the Services, and to deliver the Deliverables to the Client.
4.2 Translayte shall use 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.
4.3 Translayte has no liability for loss, corruption, or interception of Original Works or Deliverables.
4.4 Translayte is not responsible for checking the accuracy of the Original Works.
4.5 Translayte is not responsible for any indirect or consequential damages attributable to the Deliverables.
4.6 Unless provided otherwise by the Contract, Translayte may deliver Services by instalments; such instalments shall be separate obligations and no breach in respect of one or more of them shall entitle the Client to cancel any subsequent instalments or repudiate the Contract.
4.7 Translayte strives to the best of its ability to ensure that our translations are true and accurate.
4.8 For certified, sworn or accredited translations, Translayte (and/or our suppliers) are ultimately responsible for the translated text, and shall have absolute discretion to reject any change requested by the Client which the translator feels isn’t a “true and accurate” reflection of the original text. No refund will be issued if we reject a Client’s change request in these circumstances.
5. Client’s obligations
5.1 The Client shall:
- co-operate with Translayte in all matters relating to the Services.
- have authority to enter the Contract.
- provide to Translayte, in a timely manner, such Original Works and other information as Translayte may reasonably require and ensure that it is accurate in all material respects.
- obtain and maintain all necessary licenses and consents and comply with all relevant legislation in relation to the Services.
- keep and maintain Translayte’s Equipment in accordance with Translayte’s instructions as notified in writing from time to time and shall not dispose of or use Translayte’s Equipment other than in accordance with Translayte’s written instructions or authorisation.
- provide sufficient information and materials as reasonable requested by Translayte in the provision of services.
- Provide access to Client premises, office accommodation, and other facilities as reasonably required.
- Inform Translayte of all health and safety rules and regulations and other security requirements that apply at Client premises.
- Ensure Client Equipment is in good working order and suitable for the purposes of Translayte providing Services and conform to all relevant UK standards and requirements.
- keep and maintain Translayte’s Equipment in accordance with instructions as notified in writing and shall not dispose of or use Translayte’s Equipment other than in accordance with written instructions or authorisation.
5.2 If Translayte’s performance of its obligations under the Contract is prevented or delayed by any act or omission of the Client, its agents, subcontractors, consultants or employees, Translayte shall not be liable for any costs, charges or losses sustained or incurred by the Client arising directly or indirectly from such prevention or delay.
5.3 The Client shall be liable to pay to Translayte, on demand, all reasonable costs, charges or losses sustained or incurred by Translayte (including, without limitation, any direct, indirect or consequential losses, loss of profit and loss of reputation, loss or damage to property and those arising from injury to or death of any person and loss of opportunity to deploy resources elsewhere) arising directly or indirectly from the Client’s fraud, negligence, failure to perform or delay in the performance of any of its obligations under the Contract, subject to Translayte confirming such costs, charges and losses to the Client in writing.
5.4 The Client shall not, without the prior written consent of Translayte, at any time from the date of the Contract to the expiry of three months after the last date of supply of the Services, solicit or entice away from Translayte or employ (or attempt to employ) any person who is, or has been, engaged as an employee, consultant or subcontractor of Translayte in the provision of the Services.
6. Fees and Payment
6.1 The fees (Fees) for the Services, the price of any Goods (if not included in the Fees) and any additional delivery or other charges is that set out on the Website at the date an Order is accepted or such other price as that Translayte may agree in writing.
6.2 Fees and charges are likely to attract VAT and/or other applicable taxes. The Client is liable to pay such taxes in all cases, even where an error may have been made when the parties originally agreed payment thereof.
6.3 Payment must be made at the time of Order by submitting credit or debit card details.
6.4 In the event of the cancellation of an Order by the Client, Translayte retains the right to charge the Client for the Services in full.
7. Intellectual property rights
7.1 As between the Client and Translayte, and unless required otherwise by law, all Intellectual Property Rights and all other rights in the Deliverables and the Pre-existing Materials shall be owned by Translayte.
7.2 Translayte licenses all such rights to the Client free of charge and on a non-exclusive, worldwide basis to such extent as is necessary to enable the Client to make reasonable use of the Deliverables and the Services. If the Contract terminates, this license shall automatically terminate.
7.3 The Client acknowledges that, where Translayte does not own any Pre-existing Materials, the Client’s use of rights in Pre-existing Materials is conditional on Translayte obtaining a written license (or sub-license) from the relevant licensor or licensors on such terms as will entitle Translayte to license such rights to the Client.
8. Confidentiality
8.1 The Client 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 Client by Translayte, its employees, agents, consultants or subcontractors and any other confidential information concerning Translayte’s business or its products which the Client may obtain.
8.2 The Client may disclose such information:
- to its employees, officers, representatives, advisers, agents, or subcontractors who need to know such information for the purposes of carrying out the Client’s obligations under the Contract; and
- as may be required by law, court order or any governmental or regulatory authority.
8.3 The Client shall ensure that its employees, officers, representatives, advisers, agents, or subcontractors to whom it discloses such information comply with this condition.
8.4 The Client shall not use any such information for any purpose other than to perform its obligations under the Contract.
8.5 All materials, equipment and tools, drawings, specifications and data supplied by Translayte to the Client (including Pre-existing Materials and Translayte’s Equipment) shall, at all times, be and remain the exclusive property of Translayte, but shall be held by the Client in safe custody at its own risk and maintained and kept in good condition by the Client until returned to Translayte, and shall not be disposed of or used other than in accordance with Translayte’s written instructions or authorisation.
9. Termination and suspension
9.1 The Contract continues as long as it takes Translayte to perform the Services.
9.2 Either Party may terminate the Contract or suspend the Services at any time by a written notice of termination or suspension to the other if that other:
- commits a serious breach, or series of breaches resulting in a serious breach, of the Contract and the breach either cannot be fixed or is not fixed within 30 days of the written notice; or
- is subject to any step towards its bankruptcy or liquidation.
9.3 On termination of the Contract for any reason, any of Translayte’s respective remaining rights and liabilities will not be affected.
10. Force majeure
Translayte shall have no liability to the Client under the Contract if it is prevented from, or delayed in performing, its obligations under the Contract or from carrying on its business by acts, events, omissions or accidents beyond its reasonable control, including (without limitation) strikes, lock-outs or other industrial disputes (whether involving the workforce of Translayte 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.
11. Data protection
Data Protection Legislation means the Data Protection Act 2018, and any legislation which amends, replaces, or re-enacts it. Personal Data means such data as defined under Data Protection Legislation.
Translayte is the data controller for the purpose of Data Protection Legislation. The Data Controller is the controller and shall determine how Personal Data is to be processed under these Terms and Conditions and the Privacy Policy.
The Processing of said Personal Data by any Data Processor shall solely be subject to the provisions of these terms and conditions and in compliance with the instructions of the Data Controller.
Translayte may process personal data it collects from the Client in accordance with Translayte Privacy Policy.
12. Limitation of liability
12.1 This Condition sets out the entire financial liability of Translayte (including any liability for the acts or omissions of its employees, agents, consultants, and subcontractors) to the Client in respect of:
- any breach of the Contract;
- any use made by the Client of the Services, the Deliverables, or any part of them; and
- any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Contract.
12.2 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
12.3 Nothing in these Conditions limits or excludes the liability of Translayte:
- for death or personal injury resulting from negligence; or
- for any damage or liability incurred by the Client as a result of fraud or fraudulent misrepresentation by Translayte; or
- for any liability incurred by the Client as a result of any breach by Translayte of the condition as to title or the warranty.
12.4 Subject to Condition 12.2 and Condition 12.3
- Translayte shall not be liable for:
- loss of profits; or
- loss of business; or
- depletion of goodwill and/or similar losses; or
- loss of anticipated savings; or
- loss of goods; or
- loss of contract; or
- loss of use; or
- loss of corruption of data or information; or
- any special, indirect, consequential, or pure economic loss, costs, damages, charges, or expenses; and
- Translayte’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance, or contemplated performance, of the Contract shall be limited to the price paid for the Services.
13. Variation
13.1 Translayte may, from time to time and without notice, change the Services in order to comply with any applicable safety or statutory requirements, provided that such changes do not materially affect the nature, scope of, or the charges for the Services.
13.2 Subject to Condition 13.1, no variation of the Contract or these Conditions or of any of the documents referred to in them shall be valid unless it is in writing and signed by or on behalf of each of the parties.
14. Waiver
14.1 A waiver of any right under the Contract is only effective if it is in writing and it applies only to the circumstances for which it is given. No failure or delay by a party 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 or restrict 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.
14.2 Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.
15. Severance
15.1 If a provision of the Contract (or part of any provision) is found illegal, invalid or unenforceable, the parties shall negotiate in good faith to amend such provision such that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the parties’ original commercial intention.
15.2 If any provision of the Contract (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, and the parties have been unable to agree an amendment in accordance with clause 15.1, that provision or part-provision shall, to the extent required, be deemed not to form part of the Contract, and the validity and enforceability of the other provisions of the Contract shall not be affected.
16. Entire agreement
16.1 The Contract constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to its subject matter.
16.2 Each party acknowledges that, in entering into the Contract, it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) (other than for breach of contract).
16.3 Nothing in this Condition shall limit or exclude any liability for fraud or any liability that may not be lawfully excluded.
17. Assignment
17.1 The Client shall not, without the prior written consent of Translayte, assign, transfer, charge, mortgage, subcontract, or deal in any other manner with all or any of its rights or obligations under the Contract.
17.2 Translayte may at any time assign, transfer, charge, mortgage, subcontract or deal in any other manner with all or any 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.
17.3 Each party that has rights under the Contract is acting on its own behalf and not for the benefit of another person.
18. No partnership or agency
Nothing in the 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 party in any way.
20. Notices
20.1 Any notice or other communication required to be given under the Contract shall be in writing and shall be delivered in writing to the other party and for the attention of the person specified in the Order, or as otherwise specified by the relevant party by notice in writing to the other party.
20.2 This Condition shall not apply to the service of any in any proceedings or other documents in any legal action.
21. Dispute and applicable law
21.1 Translayte has a formal complaint handling process. In the event of a complaint, Translayte will address the complaint and enter correspondence with the Client with a view to resolving it to mutual satisfaction. Translayte will, for its own part, use all reasonable endeavours to settle any dispute amicably, and would expect its clients to act in a similar manner. Any dispute that cannot be settled by the parties themselves shall be settled by arbitration.
21.2 Arbitration shall be governed by the rules laid down for the time being by the Association of Translation Companies in England, which will be supplied on request. The decision of the arbitration tribunal shall be final and binding on all parties involved.
21.3 The Contract shall be interpreted in accordance with the law of England and Wales.