Terms and Conditions

Definitions and Interpreting

1.1 Definitions in this Agreement, unless the context otherwise requires, the following expressions shall be given the following meanings:

‘Agreement’ means these terms and conditions together with the Purchase Order.

‘Client’ means the Party commissioning Interpreting or Translation Services from us, the Customer.

‘Commencement Date’ has the meaning set out in clause 2.5.

‘Conditions’ means these terms and conditions as amended from time to time in accordance with clause 22.1.

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

‘Deliverables’ means the final, translated version of the Source Material or other such document provided by you to Us pursuant to and resultant from the Services.

‘Intellectual Property Rights’ means copyright and related rights; performers’ rights; moral rights; goodwill and the right to sue for passing-off or unfair competition; rights to use and protect the confidentiality of confidential information (including know-how and trade secrets); and any other intellectual property rights of any person, including such rights or similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

‘Interpreting Services’ means Services converting the spoken word (face to face or by telephone) into another language including British Sign Language (BSL).

‘Purchase Order’ means an instruction in writing or by email from Us to the Supplier for Translation or Interpreting Services which includes a Purchase Order number.

‘Supplier’ means you, the provider of Translation or Interpreting Services.

‘Source Material’ means any text or other medium provided to you in conjunction with a Purchase Order and which contains a communication which has to be translated, and may comprise text, sound and/or images.

‘Staff’ means the employees, officers, consultants, contractors and agents of the Supplier, together with those of the Supplier’s subcontractors, who fulfil or are intended to fulfil the Services.

‘Translation’ means the commissioned work completed by the Supplier pursuant to a Purchase Order.

‘Translation Service’ means Services converting the written word, from whatever source, into another language including British Sign Language (BSL).

‘Task’ means an assignment comprising Translation or Interpreting Services.

‘Customer’ and ‘We/Our/Us’ means My Language Connection.

1.2 Interpretation In this Agreement, unless the context otherwise requires: a) Words in the singular shall include the plural and vice versa. b) No part of any numbered clause shall be read separately from any other part. c) Clause headings are provided for convenience of reading only and shall be ignored for the purposes of ascertaining meaning. d) A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time. e) 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. f) 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.

Basis of Agreement

2.1 In reliance upon the skill, knowledge and experience of the Supplier, the Customer wishes to engage the services of the Supplier to provide Translation or Interpreting Services and the Supplier has agreed to accept the engagement under the terms of this Agreement.

2.2 The Agreement constitutes the entire agreement between Us and you. You acknowledge that you have not relied on any statement, promise or representation made or given by Us or on Our behalf which is not set out in the Agreement.

2.3 If any of these Conditions or any other terms incorporated into the Agreement conflict with any term of the Purchase Order, the Purchase Order will take priority.

2.4 These Conditions apply to the Agreement to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

2.5 This Agreement shall come into effect upon issue by Us of the Purchase Order.

Supplier Obligations

3.1 The Supplier will work such hours required to provide the Services to the Customer’s satisfaction.

3.2 The Supplier must provide its own transport to meet all the Supplier’s obligations under this Agreement and any Purchase Order. The Supplier is entitled to claim reasonable expenses incurred whilst providing services for the Customer, provided they are agreed beforehand with the Customer in writing beforehand and properly detailed on the Supplier’s invoice.

3.3 The Supplier shall ensure that it and its Staff: a) Provide the Services in a timely, efficient, competent, diligent, cost-effective, professional and reliable manner, using all reasonable skill and care and exercising the expertise expected of a qualified and experienced provider of translation or interpreting services; b) Do not discriminate between parties (to their advantage or disadvantage), either directly or indirectly, on the grounds of race, colour, ethnic origin, age, nationality, religion, gender, sexual orientation or disability. c) Act in an impartial and professional manner and shall be seen to do so. You are required to inform the Customer immediately of any interest on your part which might harm this impartiality. d) Disclose any information, including any criminal record, which may make you unsuitable in any particular case. You may be required to submit an application for and obtain a Disclosure Scotland Enhanced Certificate or the equivalent certification applicable in any other jurisdiction as part of the Customer’s application procedure. e) Disclose immediately to the Customer if the person for whom the Supplier is interpreting or translating a document or their immediate family is known or related to the Supplier or the Supplier’s Staff involved. f) Disclose immediately to the Company if Supplier or the Supplier’s Staff involved. have any business, financial, family or other interests you may have in any particular assignment or project. g) Shall not accept any form of reward, whether in cash or otherwise, for allocated language work other than the fees agreed by the Company. h) Shall not engage in any behaviour likely to discredit the Customer and such behaviour will include, inter alia, impairment through drugs or alcohol, sexual misconduct, violence, intimidation, abusive or discourteous behaviour. i) Shall not make any direct contact with any Client to whom he/she has been allocated a Translation or Interpreting Task without the Customer’s and the Client’s express agreement. j) While at the Client’s sites or otherwise performing the Services comply with all policies, guidelines and regulations issued by the Client from time to time relating to health and safety, site and security, the manner in which the Client’s suppliers, own clients and personnel should be treated, and any other related policies, guidelines and regulations issued by the Client from time to time; and in any event the Supplier shall ensure that the Staff shall not attend at the Client’s sites unless competent to perform the works requested or whilst under the influence of alcohol or a controlled or prohibited substance.

Supplier’s status

4.1 The parties acknowledge that this Agreement is a contract for professional translation or interpreting services between independent businesses and neither the Supplier nor the Staff is or shall hold itself/himself out to be the employee, worker, agent or partner of the Customer (or the Client). Accordingly: a) This Agreement is not an exclusive arrangement and subject to Clauses 3.3 i), 21 and 10.5, nothing in this Agreement shall prevent the Supplier or the Staff from engaging in services for any third party; b) The Supplier and the Staff are responsible for making its and his own sickness, disability, insurance and pension arrangements; c) The Supplier and Staff shall not be entitled to any paid leave paid for by either the Customer or the Client; d) The Supplier shall be paid gross (save to the extent required otherwise by law); e) Neither the Supplier nor the Staff have authority to contract on behalf of the Customer or the Client, and the Supplier shall not (and shall procure that the Staff shall not) purport to bind the Customer or the Client in any way;

4.2 No party wishes to create or imply any mutuality of obligation between themselves either in the course of, or between any performance of, the Services or during any notice period; accordingly, neither the Customer nor the Client is obliged to offer any work to the Supplier or the Staff, nor is the Supplier or the Staff obliged to provide services to the Customer or the Client beyond the termination or expiry of this Agreement.

4.3 The Customer is not obliged to pay the Supplier at any time when no work is available during this Agreement.

4.4 The Supplier shall (and shall procure that the Staff shall) comply with all legal, regulatory and fiscal obligations of the country in which the Services are performed and the provisions and requirements of all employment and other relevant legislation relating to the Staff and any other employee servant or agent supplied to the Client by the Supplier to perform the Services under this Agreement, including without limitation, all anti-discrimination legislation, the Working Time Regulations 1998, the National Minimum Wage Act 1998, the Money Laundering Regulations 2003 and the Conduct Regulations, and any local equivalents (if applicable) and any requirement to register residency;

4.5 The Supplier shall be solely responsible for accounting to the appropriate authorities for all tax (including income tax and value added tax), National Insurance Contributions and social security levies (if any) (and any overseas equivalents of the same in the event that the Supplier and the Staff are required to provide the Services (or any part thereof) outside of the United Kingdom) payable in respect of sums paid by the Customer to the Supplier or by it to the Staff in connection with this Agreement. The Supplier shall further procure that the Staff shall also account to the appropriate authorities for all such tax and other sums payable by the Staff in respect of sums paid to the Staff which relate in any way to this Agreement;

4.6 The Supplier shall (and shall procure that the Staff shall) comply with the provisions of the Immigration, Asylum & Nationality Act 2006 in all relevant respects and with any other asylum, immigration and employment legislation in force in any country in which the Services (or any part thereof) are to be performed.

4.7 The Supplier shall procure that the Staff has for the duration of this Agreement all necessary valid and subsisting visas, work permits, and/or temporary business visas as may be required to enter into, remain in, and work in, the country (or countries) in which the Services (or any part thereof) are to be performed.

4.8 The Supplier shall indemnify the Customer (or, as the case may be, the Client) from and against any Losses which the Customer (or, as the case may be, the Client): a) may suffer or incur as a result of the failure of the Supplier to comply with the terms of Clauses 4.1 to 4.7; and/or would not have suffered or incurred but for: (i) the Supplier or the Staff claiming to be, or transferring by application of law or otherwise as, and/or (ii) some official, public body or authority for any purpose regarding the Supplier or the Staff as, an employee or worker of the Customer (or, as the case may be, the Client) or otherwise entitled to any rights or benefits that employees or workers enjoy;

Time of the Essence

5.1 The Supplier acknowledges that due to the nature of the Services which the Customer provides to Clients and the associated contractual commitments entered into by the Customer, time is of the essence in regard to delivery of Deliverables under this Agreement. Accordingly the Supplier agrees that should any delivery deadline not be met by Supplier, or in the event that we believe the quality of the Deliverable to be substandard such that it cannot be delivered to the Client, the Customer may in either case at its sole option: a) reject the Deliverable in which case no payment is due to the Supplier; and/or b) accept the Deliverable but deduct from the price payable to the Supplier a sum equating to 50% of the prices for the item delayed (which sum is agreed to be a genuine pre-estimate of the overall cost to the Customer as a consequence of the Supplier’s delay; and/or c) Cancel the Agreement in whole or in part.

Invoices and Payment

6.1 UK VAT registered Suppliers shall submit invoices in UK pounds in arrears in accordance with the relevant Purchase Order. The invoices shall contain the particulars required by law in respect of VAT, the appropriate Purchase Order number and any other particulars prescribed in this Agreement and/or reasonably required by the Customer and shall be sent to the address notified in the Purchase Order or otherwise specified by the Customer.

6.2 No payment of an invoice will be made without a valid Purchase Order having been issued for the work.

6.3 Payment shall normally be paid thirty (30) calendar days from the end of the month when a Task has been completed. All payments shall be made in UK Pounds Sterling.

6.4 Payments are made by BACS or PayPal. International money wire transfers (bank to bank transfers) can be accommodated but the receiving party will be responsible for paying all bank charges in respect of international payments. Suppliers will be responsible for payment of PayPal fees.

6.5 The Customer reserves the right to refuse payment of any invoice which is not submitted in accordance with this Agreement or for any Services that have not been delivered, fulfilled or performed in accordance with this Agreement or that do not conform to this Agreement.

Professional Issues

7.1 The Supplier and its Staff will: a) Be expected to work only into a language which is either their mother tongue or language of habitual use or one in which they have satisfied the Customer that they have equal competence. Suppliers will interpret or translate only from those languages in which they can demonstrate they have the required skills; have a written and spoken command of both languages, including any specialist terminology, current idioms and dialect; be familiar with any cultural backgrounds relevant to the assignment. b) Interpret truly and faithfully what is said, without any words or meaning being added, omitted or amended. An additional explanation will only be provided where a cultural misunderstanding may occur or where there is no direct equivalent for a particular term. Only in exceptional circumstances should a summary be given (and only if consent is given by all parties) provided the meaning of what is being summarised is not distorted. Both of the other parties must be advised where such additional explanations or summaries are sought and/or provided. c) Carry out translation work within their linguistic and relevant specialist competence, or which is to be checked by someone with the relevant knowledge or competence. Suppliers have sole responsibility and liability for work which they accept. d) Render a faithful translation of the source text. This applies to both meaning and register except where a literal rendering or a summary is specifically required. The Customer should be made aware by appropriate means when the source text contains elements that need to be taken into account in carrying out the translation, such as ambiguities, factual inaccuracies, linguistic errors, imprecise terminology or language that in the judgement of the translator expresses prejudice with reference to accepted anti-discrimination norms. e) Inform the Customer at any stage of a translation project that changes have been made to the final text without prior agreement. f) Disclose any difficulties encountered with dialects, specialist or technical terms and if these cannot be satisfactorily remedied, withdraw from the assignment. g) Not give advice, legal or otherwise, enter into discussions or express opinions or reactions to any of the parties. Any discussion prior to an interpreting appointment should be restricted to ensuring a dialect match is completed and not extended beyond this. h) Intervene or interrupt proceedings only: to ask for clarification; to point out that a party may not have understood some word or term; to advise the parties to a particular cultural reference; to advise that there is no equivalent term/word in the language concerned to the term/word being used; to advise that you require a break, due to the potential for lapses in concentration to occur during lengthy periods of simultaneous or consecutive interpreting. i) Be reliable and punctual at all times. Normally the Customer expects its Suppliers to be available at the place of interpreting at least 10 minutes prior to the time for a scheduled interpreting appointment.

Procedural Issues

8.1 Suppliers must: a) Only accept an interpreting assignment if there is evidently sufficient time to arrive for the scheduled commencement time and also that you would not require, in normal circumstances, to terminate an appointment before its completion. b) In terms of courtesy, manner and appearance demonstrate a professional standard acceptable to all parties. c) Complete and return timeously the appropriate records relating to each Task. With reference to Job/Claim Forms you will be expected to ensure: all entries are fully completed you have signed the appropriate section a representative of the Client has completed and signed the relevant section. d) Follow the appropriate procedures set by the Customer referring to non-appearance of Clients or other parties, lateness for appointments and repeat appointments. e) Agree fully to our payment terms which will be outlined on the Purchase Order you receive from us prior to the engagement of any work. f) Participate, as far as it is reasonably practical, in relevant training programmes offered by the Customer as part of the overall programme of continuing professional development.

Intellectual Property

9.1 Copyright and any other Intellectual Property Rights in the source Materials vests at all times in the Client or the Customer. Neither the Supplier nor its Staff shall have any rights thereto.

9.2 Copyright and any other Intellectual Property Rights in Deliverables shall vest in the Customer upon delivery to us. The supplier undertakes and shall procure that its Staff undertake to ensure that all actions are taken promptly as and when necessary to secure the Customer’s rights in this regard.

9.3 The Customer’s ownership of Copyright and any other Intellectual Property Rights in Deliverables is not affected in any way by payment to the Supplier, whether in full or partial, for the Deliverable.

Confidentiality and Data Protection

10.1 Any information you obtain in the course of your Interpreting or Translation Task is confidential and is not to be given by you to any other party, whether during the assignment or after it has been finished, unless we give you written permission to do so. You must also comply with the current Data Protection Act legislation. You will not use any information you obtain in the course of your assignment for any purpose other than as authorised by the Customer and/or the Client.

10.2 If the Supplier considers it necessary to disclose information obtained while working due to a need for additional support or guidance, the Customer’s written permission must first be obtained.

10.3 The Supplier must keep safe any document provided in the course of an Interpreting or Translation Task, must make sure they are not copied, in whole or in part, and must return them to the Customer on completion of the Task.

10.4 The Supplier must not disclose or use, at any time, either whilst this Agreement is in force or subsequent to its termination, any secret or confidential information, such as costs, products, markets, sales, lists of customers, or other information, which is not available to the public, whether or not developed by yourself, and must adhere to the normal rules of business efficacy.

10.5 In accordance with Clause 4.1a) the Supplier may undertake work for other companies, but must take all reasonable steps to safeguard the confidentiality of Clients’ commercially valuable information and to hold it secret or confidential.

Data Security

11.1 The Supplier shall comply with, and shall ensure that all Staff comply with, the obligations set out below in this clause

11.2 In the event that suppliers hold documents on their own computer, we require that both original and translated documents are deleted / destroyed upon project completion / delivery to us. This also applies to any files, be it digital (audio / video / word documents etc), or material documents such as printed books or contracts.

11.3 No digital files are to be transferred by email. All transfers of documents must take place in Wrike (our project management platform).

11.4 Where files are provided to suppliers in an encrypted format, the supplier must deliver related deliverables to us in the same encrypted format.

11.5 Suppliers are required to provide proof that they have up to date, registered, genuine / legal virus protection software on all computers on which project files are stored. Acceptable proof can be supplied by providing a screen shot of the computer desktop showing the virus protection software running.

11.6 Suppliers must ensure that they update and maintain their anti-virus software and inform us of any changes.

11.7 Suppliers must inform us of any potential data security breaches, or potential breaches immediately.

11.8 Suppliers guarantee that when their computer is disposed of, they use a secure method to dispose of hard drives and other data storage mediums on which project documents have been stored or opened.

Liabilities & Indemnity

12.1The Supplier shall indemnify the Customer in full and keep the Customer fully indemnified from and against all claims, loss, damage, liability, demands, proceedings, costs and expenses (including legal fees) arising out of or in respect of (a) loss of or damage to property, and (b) death or personal injury of any person as a result of any act or omission of the Supplier, its subcontractors and/or the Staff, except to the extent such loss, damage, death or personal injury is caused by the negligence of the Customer.

12.2 Neither Party shall be liable to the other for any indirect and/or consequential losses and/or damages howsoever arising including breach of contract, tort (including negligence), misrepresentation or breach of statutory duty.

12.3 Notwithstanding any provision to the contrary, neither Party excludes or limits its liability for death, personal injury, fraud, fraudulent misrepresentation, nor for any other liability which may not be lawfully limited or excluded.

Termination

13.1 Without limiting its other rights or remedies, each party may terminate the Agreement with immediate effect by giving written notice to the other party if: a) the other party commits a material breach of the Agreement and (if such a breach is remediable) fails to remedy that breach within 5 Business Days of that party being notified in writing of the breach; b) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply; c) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company); d) the other party (being an individual) is the subject of a bankruptcy petition or order; e) the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business; or f) the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.

13.2 Without limiting its other rights or remedies, We may terminate the Agreement with immediate effect by giving written notice to you if you fail to meet agreed delivery times set out in a Purchase Order or if in our sole opinion the standard of your work is not acceptable.

13.3 Upon termination of the Agreement for any reason: a) you shall at our election, deliver to us or destroy any Deliverables which have not been fully completed; b) you shall return to us any and all Source Materials and any copies thereof; c) the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall not be affected, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry; and d) clauses which expressly or by implication have effect after termination shall continue in full force and effect.

Publicity

14.1 The Supplier shall not publish or use (or permit the publication or use) of any reference or inference to or in connection with this Agreement or the Customer or the Customer without the Customer’s prior written consent.

Force majeure

15.1 For the purposes of this Agreement, Force Majeure Event means an event beyond a Party’s reasonable control including but not limited to strikes, lock-outs or other industrial, 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 sub-contractors.

15.2 Neither Party shall be liable to the other as a result of any delay or failure to perform their obligations under this Agreement as a result of a Force Majeure Event.

Assignment and sub-contracting

16.1 We may at any time assign, transfer, charge, s sub-contractors or deal in any other manner with all or any of Our rights under the Agreement and may sub-contract or delegate in any manner any or all of Our obligations under the Agreement to any third party or agent.

16.2 You shall not, without Our prior written consent, assign, transfer, charge, sub-contract or deal in any other manner with all or any of your rights or obligations under the Agreement.

Notices

17.1 Any notice or other communication required to be given to a party under or in connection with this Agreement shall be in writing and shall be delivered to the other party personally or sent by prepaid first class post, recorded delivery or by commercial courier, at its registered office (if a company) or (in any other case) its principal place of business, or sent by fax to the other party’s main fax number.

17.2 Any notice or other communication shall be deemed to have been duly received if delivered personally, when left at the address referred to above or, if sent by pre-paid first-class post or recorded delivery, at 9.00 am on the second Business Day after posting, or if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed, or if sent by fax, on the next Business Day after transmission.

17.3 This clause 17 shall not apply to the service of any proceedings or other documents in any legal action. For the purposes of this clause, “writing” shall not include e-mails and for the avoidance of doubt notice given under this Agreement shall not be validly served if sent by e-mail.

Waiver

18.1 A waiver of any right under the Agreement is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Agreement 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.

18.2 Unless specifically provided otherwise, rights arising under the Agreement are cumulative and do not exclude rights provided by law.

Relationship

Severance

20.1 If a court or any other competent authority finds that any provision of the Agreement (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of the Agreement shall not be affected.

20.2 If any invalid, unenforceable or illegal provision of the Agreement would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.

21. Protection of the Customer’ Business In order to protect the legitimate business interests of the Customer, the Supplier and the Staff shall not alone or jointly with another or others in any capacity and whether or not for its or his benefit and whether directly or indirectly:

21.1 either during the term of this Agreement or for a period of six calendar months after the date of termination or expiry of this Agreement (for whatever reason) enter into (or approach with a view to entering into) a similar contract of service or for services with: a) the Client; or b) any member of the Client’s Group; or c) any other person or company with whom the Supplier and/or the Staff had material contact in the course of its, his or their supply of the Services at any time either in the six months prior to such termination or expiry or during the term of this Agreement if such term is a period of less than six months;

21.2 induce (or seek to induce) the Client to engage the services of any other person in competition with the Customer.

Variation

22.1 Except as set out in these Conditions, any variation, including the introduction of any additional terms and conditions, to the Agreement, shall only be binding when agreed in writing by Us.

Governing law and jurisdiction

23.1 Any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, the law of Scotland and the parties irrevocably submit to the exclusive jurisdiction of the Scottish courts.