Legal

Terms & Conditions for Clients

The terms on which AM Translation Limited provides translation and interpreting services.

AM Translation Ltd · Company no. 09912951 · Registered office: 144a High Street, Edgware, England, HA8 7HF

1. DEFINITIONS

This agreement sets out the terms and conditions upon which AM Translation Ltd will provide translation and/or interpreting services to the customer. For the purpose of this document the following Terms and Conditions are interpreted as follows:

“Terms and Conditions” means these terms and conditions which is cited herein.
“The Company”, “we”, “our” or “us” refers to AM Translation Ltd (company no. 09912951, whose registered office is at 144a High Street, Edgware, England, HA8 7HF).
“Client”, “Customer” or “You” means the company, firm, body, organisation or person contracting AM Translation Ltd to undertake service(s) on its behalf, and (where relevant) whose name and details appear on the quotation. These terms are used interchangeably throughout this document.
“Agreement” is defined as the agreement between the client and the company governed by the Terms and Conditions, and governing laws.
“Binding agreement” refers to the agreement which is equally enforceable on us and the client based on the applicable laws.
“Order” means a confirmed request by you for our services.
“Services” means translation or interpretation services performed by us for you or means the services provided to the customer by AM Translation Ltd under this agreement and set out within the quotation and in response to an order
“Work materials” means any information communicated or transmitted to us by you in order to perform the services provided herein.
“Confidential Information” means information (in any form) which is confidential either to you or to us and which either you disclose to us or we disclose to you in connection with the services we offered or you requested.
“Submitting an Order” refers to the condition where the client enters into a binding agreement with the company, covered by these Terms and Conditions
“Charges” means the charges payable by the customer to AM Translation Ltd for the provision of the services as set out in the quotation
“Data Protection Laws” means:
up to and including 24 May 2018, EC Data Protection Directive 95/46/EC and the United Kingdom Data Protection Act 1998;
on and from 25 May 2018, the retained EU law version of the General Data Protection Regulation (“UK GDPR”) and the Data Protection Act 2018; and
all laws and regulations and sector recommendations containing rules for the protection of individuals with regard to the Processing of Personal Data, including without limitation security requirements for, and the free movement of, Personal Data;
“Effective Date” means the date of the order
“Face to Face Interpreting” means the provision of an Interpreter to attend a face to face appointment between the customer and the service user at a customer venue. The Interpreter will interpret on behalf of the requester to ensure understanding between parties. This would include interpretation of verbal and non-verbal languages, including but not limited to, British Sign Language and Deaf Blind Manual services. These services are provided by AM Translation Ltd approved Sub-contractors.
“Force Majeure” means 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
“Good Industry Practice” means the exercise of that degree of skill, care, diligence prudence and foresight that would ordinarily be expected from a skilled and experienced person seeking in good faith to comply with its contractual obligations under this Agreement and all applicable law and engaged in the same type of undertaking and under the same or similar circumstances and conditions as those envisaged by this Agreement
“Index” means the percentage change recorded in the “all items” figure of the Index of Retail Prices published by the Office for National Statistics or any successor body for the preceding twelve month period;
“Inducement” means:
Any payment, gift, consideration, benefit or advantage of any kind, which is (or is agreed to be) offered, promised, given, authorized, requested, accepted or agreed, whether directly or indirectly (through one or more intermediaries) which could act as an inducement or reward, for any form of improper conduct by any person in connection with their official, public, fiduciary, employment or business role, duties or functions; and/or
Anything that would amount to an offence of bribery or corruption under Applicable Law; and/or
Any facilitation payment; and “Induce”, “Induced”, “Inducing” and other variants of “Inducement” shall be construed accordingly;
“Intellectual Property Rights” means all rights in patents (including applications for patent protection), trademarks, service marks, design rights (whether registered or unregistered, legal or beneficial, and including semi-conductor topographies), copyright (including rights in computer software), database rights, sui generis rights, confidential information, trade secrets, trade or business names, service marks and protections from trademark dilution or otherwise protected trademarks, publicity rights; domain names and other similar rights or obligations whether registerable or not in any country and applications for any of the foregoing
“Interpreter” or “Translator” means the linguists used by AM Translation Ltd in the provision of the Services
“Law” means:
Any applicable statute or proclamation or any delegated or subordinate legislation;
any enforceable community right within the meaning of section 2(1) European Communities Act 1972;
any applicable guidance, direction or determination with which AM Translation Ltd and/or the Customer is bound to comply by Law or which are generally complied with by companies in a similar market to AM Translation Ltd to the extent that the same are published and publicly available or the existence or contents of them have been notified to AM Translation Ltd by the Customer; and
any applicable judgment of a relevant court of Law which is binding precedent;
“Order” means an order for the Services received by AM Translation Ltd from the Customer by way of a purchase order or written confirmation in response to a Quotation that the Customer accepts the Quotation and for AM Translation Ltd to provide the Services
“Original Works” means the documents, files, materials and works provided by the Customer for the purposes of carrying out the Services
“Pre-existing Intellectual Property” means any Intellectual Property Rights, which are owned by or licensed to each party prior to the Effective Date
“Public Official” means any person holding a legislative, administrative or judicial position of any kind, whether appointed or elected, including any person employed by or acting on behalf of a public agency, body or state-owned enterprise, a public international organization (as defined in the UK Bribery Act 2010 and/or any other Applicable Law) or a political party or organization, or a candidate for any such office
“Quotation” means the provision of a price breakdown for Services requested by the Customer and which specifies the Charges. AM Translation Ltd may submit the Quotation via email or via a portal for acceptance by the Customer within 30 (thirty) days
“Relevant Supplier” means AM Translation Ltd or the representative member of any VAT group of which AM Translation Ltd is at any relevant time a member
“Requester” means the Customer or the service user requiring the Services
“Review Cycle” means where AM Translation Ltd have completed Translated Works but the Requester sends it to a colleague within the Customer organization for their approval / input / and AM Translation Ltd are required to wait for feedback before invoicing
“Staff” means the natural persons who provide the Services on behalf of AM Translation Ltd, who may be employees of AM Translation Ltd or Sub-contractors, self-employed or supplied by a Sub-contractor or Sub-contractors
“Sub-contractor” means an Interpreter, a Translator and/or a person and/or an agency providing elements of the Services to AM Translation Ltd
“Telephone Interpreting” means a service where the service user can call a designated telephone number and be connected to an Interpreter
“Translation Memory” means the bilingual Customer specific database holding all previous translations completed by AM Translation Ltd
“Translated Works” means the result of all translations of Original Works and Services required to be undertaken by AM Translation Ltd on behalf of the Customer under this Agreement

2. APPLICATION

No terms or conditions other than those cited herein nor any variation thereof shall be binding on the company unless otherwise specifically agreed in writing by a director of the company.

These Terms and Conditions shall be incorporated in every quotation, acceptance and contract for work by us subject to the foregoing.

Any terms or conditions proposed by the client which are not cited in this document are hereby excluded.

3. DESCRIPTION OF SERVICES

Language services

Following receipt and acceptance of Orders requiring translation of Original Works by AM Translation Ltd, AM Translation Ltd shall produce Translated Works using experienced linguists with expertise in translating documents to ensure translation of all documents.

Express Translation Service

If required, an express translation service can be provided which is designed to deliver translations in a faster turnaround time than the standard turnaround times defined in this schedule. This involves the selection of a number of linguists to work simultaneously on a translation project. Where timelines force simultaneous working, additional costs may be incurred and risks to translation quality and consistency may be introduced. An Express Translation Service is subject to an additional charge as agreed between the parties on an individual basis. An Express Translation Service can either be requested by the Customer or recommended by AM Translation Ltd through a Quotation.

Customer obligations for a successful translation

The Customer shall specify the document type (e.g. any Microsoft Office, PDF, Adobe InDesign), styles, font, character size, layout, paper size and required target format at the time each translation is requested.
Customer will provide final version of Original Works prior to translation commencement.
All deliverables will be provided in monolingual format unless expressly requested at quotation stage.
Unless specified otherwise, Translation Works format will match Original Works format (where possible) unless expressly requested otherwise by Customer at quotation stage and/ or otherwise recommended by AM Translation Ltd.
Quotation assumes all content within document is legible; the Customer will be notified when content is illegible.
The Customer shall provide including but not limited to any specific house style guides, terminology glossaries, and branding/visual guides. Where these are not provided and preferences not stated, linguists will translate to their best judgement. Should latterly these decisions, in the absence of reference material, differ to the Customer’s expectation, then additional costs shall apply to rectify this.
The Customer shall validate the quality of the Original Works to ensure consistency and accuracy prior to translation. Examples of this may be including but not limited to:
Ensure singularity/plurality is consistent
Ensure use of tense is consistent
Ensure use of trademark indicators is consistent
Ensure use of terms is consistent
Ensure where same term is used but with slight variance in glossary that clear guidance is provided as to when each variant is applicable, i.e. plastic gloves, plastic gloves blue, blue plastic gloves
Ensure localisation requirements are clearly defined, i.e. within un-editable graphics, URLs, brand names

Service Specification: Services

AM Translation Ltd shall provide sufficient staff and freelance linguist resources to provide the Service levels defined above. This does not constitute a guarantee that a freelance linguist will be available in every instance.
For all projects, AM Translation Ltd shall inform the Customer as soon as reasonably practicable if it becomes apparent that any deadline will not be met and / or AM Translation Ltd requires more time than previously estimated, to produce the Translated Works and perform its obligations under the terms of this Agreement.

Information and Assistance

AM Translation Ltd shall:

Taking into account the nature of the Processing Activities, assist Customer by appropriate technical and organisational measures, for the fulfilment of Customer’s obligation to respond to requests for exercising a Data Subject’s rights in accordance with Chapter III (Rights of the Data Subject) of the GDPR
Assist Customer in ensuring compliance with the obligations under Articles 32 (security of processing), 35 (data protection impact assessments) and 36 (prior consultation) of the GDPR, taking into account the nature of the Processing Activities and the information available to AM Translation Ltd and provided always that nothing in this sub-clause shall oblige AM Translation Ltd to provide assistance which does not relate directly to the Services (including Processing Activities) performed pursuant to this Agreement
AM Translation Ltd shall inform the Customer in writing if, in AM Translation Ltd’s opinion, following any Customer instructions would give rise to a breach of Data Protection Legislation but only in relation to a breach of GDPR and/or other Union or Member State data protection provisions and not jurisdictions outside of these areas. However, Customer, acknowledges that any information AM Translation Ltd provides is not legal advice or guidance in anyway whatsoever, and that AM Translation Ltd makes no warranty or representation regarding the information. AM Translation Ltd has no liability to Customer for the content, nor any reliance by the Customer on the information communicated under this clause (c).
Make available to Customer all information necessary to demonstrate compliance with its obligations set out in this clause 3 (Description of Services) and allow for and contribute to audits, including inspections in respect of the same, conducted by Customer or another auditor mandated by Customer, provided that:
Customer shall, if requested by AM Translation Ltd, procure that its third party auditors enter into confidentiality undertakings with AM Translation Ltd that are no less onerous than those set out in this Agreement and such third party auditors shall not be competitors of AM Translation Ltd;
Customer shall be permitted to conduct no more than one such audit or inspection in any 12 (twelve) month period; and
Nothing in this clause shall permit Customer or its auditors to make unaccompanied site visits or to remotely access AM Translation Ltd’s IT systems without AM Translation Ltd’s written consent.

4. RELIEF FROM LIABILITY

AM Translation Ltd shall be entitled to relief from liability for any failure to comply with its obligations under this Agreement (including any failure to perform the Services and Processing Activities) to the extent such failure results from:

a claim or complaint made by a Data Subject or a Supervisory Authority with regards to AM Translation Ltd.’s performance of the Processing Activities to the extent that such actions result from instructions received from Customer; and/or
(save to the extent arising from a breach by AM Translation Ltd of its obligations under this Agreement or under the Data Protection Legislation) any order, direction or instruction by a Supervisory Authority (whether relating to Customer or AM Translation Ltd) in respect of the Services (including the Processing Activities).

5. INTENDED USE OF TRANSLATION SERVICES

The Client shall clearly indicate in writing the intended use of the translation.
Unless otherwise requested in writing a translation is undertaken for information and understanding only, which is of a high enough standard for use in general correspondence.
If requested in writing, the translation may be the final document which will not be further edited by the client or other-related third parties nor be required for:
Tenders,
Contracts, insurance, patents and other legal purposes,
Printing or publication,
Advertising,
Any other purposes, where the particular rendering of the text is liable to be of consequence, all of which will necessitate a higher level of accuracy and/or proof-reading and therefore will be subject to a proof-reading charge as shown on the price list.
Should a Client wish to use a translation for any other purpose than that for which it was originally supplied, the Client shall obtain confirmation in writing from the Company that the translation is suitable for the intended new purpose. The Company reserves the right to amend and adapt, at the cost of the Client, the previously supplied translation, if necessary, for its new purpose.
Where the purpose of the translation is not disclosed to the Company, the Company shall proceed with the translation as if it were for information purposes only.
The Company may indicate the standard for which the translation was supplied and will determine the charge accordingly.

6. QUOTES

Quotations are not binding on the company and are given subject to confirmation by the company upon receipt of the client’s order. No agreement shall be concluded until such confirmation is given. Written quotations remain valid for 30 days after dispatch and thereafter will lapse unless otherwise stated in writing.
Quotations are given on the basis of the client’s description of the source material, the purpose of the translation and any other instructions. Such quotations may be amended at any time if, in our opinion, the description of the source materials is materially inadequate or inaccurate.
Information provided in the Company’s brochures, website or other published material is a general description only and does not form part of these Terms and Conditions.

7. PAYMENT

Unless otherwise stated, prices are in sterling and are exclusive of value added tax. We shall invoice you for all appropriate taxes and expenses for which we are liable to collect. You shall be liable to pay any penalties or interest on such taxes which are payable by us as a result of your delay in paying such charges.
Payment is requested by cheque or direct bank transfer, e.g. BACS or CHAPS, unless otherwise specified in writing on the invoice. All payments shall be made without deduction or set-off of bank charges.
Where credit accounts are opened for a client, payment must be received within 7 days of the date on which the invoice is issued unless specifically agreed in writing by a director of the company. Discounts included on quoted prices are only applicable if invoices are paid within 7 days of receipt. Payment for those clients who receive legal aid must be received within 30 days of the date on which the invoice is issued unless specifically agreed.
Quotations in a currency other than sterling are based on the rate of exchange at the time of quoting and, unless otherwise stated, the price is subject to exchange rate fluctuations at the date of invoice.
Services will be invoiced in full on completion unless the duration of the work exceeds one full month. Services provided continuously for over one month will be invoiced for 50% of the total estimated value of the work after one month and 50% on completion.
Without prejudice to the company’s other rights, we reserve the right to levy a service charge equal to the greater of 5% per month on the outstanding amount or £5 on all accounts outstanding beyond the due date to cover financial and administrative costs. Should it prove necessary for us to engage the services of debt recovery agents, a surcharge equal to the fees of such agents will be applied to the outstanding amount unpaid, in order to recover these costs.
Failure to pay any invoice in accordance with these Terms and Conditions or any others specified in writing at the time, shall entitle us to suspend further work both on the same order, and on any other order from you, without prejudice to any other right we may have.

8. COMPLETION OF WORK

A date agreed by the Company for delivery is given and intended as an estimate only. The Company will make every endeavor to meet such an estimated date but shall not be liable to make good any damage or loss, whether arising directly or indirectly out of its failure to meet such estimated date. Whilst we shall make every reasonable effort to meet the client’s requirements, late delivery shall not entitle the client to withhold payment for services provided.
The client and the company may, at any time after such date, in regard to the original anticipated delivery period, agree a further date for delivery, and if delivery has not taken place by such a date, no charge will be made and the contract will be considered cancelled.
The company reserves the right to sub-contract all or part of the work to a contractor(s) of its choice. We will not be liable in any circumstances for the consequences of failure to deliver or perform if the delay or failure is due to the non-delivery or non-performance by its sub-contractors. In case of Force Majeure (Strike, Lockout, Industrial Dispute, Civil Commotion, Natural Disaster, Acts of War and any other situation which can be shown to have materially affected the company’s ability to deal with the order from the Client) the company shall notify the client without delay, indicating the circumstances. Force Majeure shall entitle both the company and the client to cancel the order but, in any event, the client undertakes to pay the company for work already completed. The company will assist the client, to the best of its ability, to complete the client’s order.

9. DELIVERY

Delivery is deemed to have taken place by emailing, faxing, posting or delivery to a carrier, as the case may be, and the risk shall pass to the client. However, the company will retain a copy of the translation, and in the event of there being any loss or damage, will forward a further electronic copy free of charge or where the electronic copy is not the option, the company will post a copy, any charges accrued on posting “mailing” the copy will be payable by the client.

10. URGENCY

Although an urgency surcharge may be levied on urgent translations, because such urgency may preclude the necessary time to check and edit the translation, the company will not accept any liability for any work submitted on an urgent basis. Should such completion of work necessitate overtime being worked or other additional costs being incurred, a charge will be made to cover the increased cost.

11. CANCELLATION AND SUSPENSION

If the client for any reason cancels work which has been commissioned, charges will be payable for all the completed work up to the cancellation date and for all other costs and expenses which may accrue as a result of such cancellation. A minimum of £60 late cancellation fee for interpreting appointments applies.
If the client suspends or postpones work commissioned for a period of 21 days or more, charges will be payable for all commissioned work up to the date of suspension or postponement and for all other cost and expenses which may accrue as a result of such suspension.

12. LIABILITY

To the maximum extent permitted by law, the company shall have no liability to the client for any:
Loss of profit;
Loss of business;
Loss of revenue; or
Indirect or consequential loss; arising under or in connection with the agreement, the services or any order.
Subject to the exclusions set out above in this clause 12 and to the maximum extent permitted by law, the Company’s aggregate liability in contract, tort (including negligence) or otherwise, however arising, under or in connection with this agreement shall not exceed the price paid by the client to the company for the services in the 12 months immediately prior to the liability arising.
The company shall incur no liability to the client for innocent or negligent misrepresentation by virtue of any statement made by or on behalf of us prior to the agreement, whether orally or in writing, and you shall not be entitled to rescind the agreement on the grounds of any such misrepresentation.
In the event of the client using work carried out for a purpose other than for which it was supplied, the client shall not be entitled to any compensation by the company.
The client acknowledges that any materials submitted by and to you over the internet cannot be guaranteed to be free from the risk of interception, even if transmitted in encrypted form, and that we have no liability for the loss, corruption or interception of any materials.

For Translation work:

Whilst the company shall endeavor to produce an accurate and idiomatic translation of the original text, the client accepts that a translation may read differently from good original writing and accordingly the company shall not be liable for an alleged lack of advertising or sales impact.
The company shall not be liable for errors in conversion from one system of measurement to another, for transliteration of names and other proper nouns from one script to another or for translation of abbreviations, neither shall we be liable for errors resulting from illegibility of any material supplied by you or for any consequent loss or damage thereupon.
Subject to the preceding provisions of this clause 12, in the case of a material error or omission in work undertaken by the Company, we will re-do the work provided that the client has complied with its obligations under the agreement. Any re-interpretation of a translation will be solely undertaken by us and the client must refer questions of material error or omission to us within 10 working days of the translation delivery date. For publication: we shall not be responsible for any errors or omissions in the final proof unless it is submitted to us for a final check prior to going to print/publications. All figures and codes will be left for the client to check and we will not be responsible for any errors in the figures.
Where the services provides proof or texts to be submitted to the client for approval, the Company shall not be liable for any errors not corrected by the client or any amendments or modifications made by the client in the proofs or texts so submitted.

13. ILLEGAL MATTERS

The client warrants that the required translation does not infringe any copyright or other proprietary right nor does it contain anything of an obscene, blasphemous or libelous nature and shall indemnify the company in respect of all actions, claims, proceedings, costs and damages incurred or awarded and paid in respect of, or arising out of, any breach of such warranty or out of any claim by a third party based on any facts which, if substantiated, would constitute a breach of such warranty.

14. DISPUTE RESOLUTION

If a dispute arises in relation to any aspect of this agreement, the representatives of the customer and AM Translation Ltd responsible for the administration of this agreement shall first consult and discuss in good faith in an attempt to come to an agreement in relation to the disputed matter. If the Parties fail to resolve the dispute at that level within a reasonable period of time (having due regard for the nature of the dispute and the operational necessity for its resolution), the dispute shall be escalated to the respective responsible company directors within each Party for resolution.
If the dispute remains unresolved between the parties after fourteen (14) days after it has been referred to the directors of the parties as set out above, then:
If the parties so agree, the parties may proceed to mediation provided by the centre for Dispute Resolution (or such other body as the parties may agree); or
If the parties so agree, the parties may proceed to arbitration by an arbitrator recognised by the Chartered Institute of Arbitrators; or
The parties may employ any other method or procedure for the resolution of disputes as may be agreed between them; and
If no such agreement is reached between the parties as set out above within a period of seven (7) days, both parties shall be entitled to pursue the matter in law.
Each party shall provide all reasonable assistance to the other in resolving any dispute that may arise between the Parties which relates in any way to the performance, acts or omissions of the that Party.

15. GOVERNING LAW

The above Terms and Conditions shall be governed by and construed in all respects in accordance with English law and the parties hereby submit to the exclusive jurisdiction of the English courts. These Terms and Conditions are subject to change without prior written notice. Supplementary Terms and Conditions exist for interpreter and voice-over services.

16. REPRESENTATION

No oral representation of statement shall be binding upon the company, whether as a warranty or otherwise, nor shall anything be implied from any such representation or statement.

17. USE OF TRANSLATORS, INTERPRETERS AND VOICE-OVER ARTISTES

Unless otherwise agreed by the company any client or associate shall not, for a period of one year after termination of the contract, either directly or indirectly, on their own account or for any other person, firm or company, solicit, employ, endeavor to entice away from us or use the services of a translator, interpreter or any other relevant person who has provided the work to you on our behalf under the agreement. In the case of a breach of this clause, the Client shall forthwith pay to the company:

where the relevant person becomes an employee or supplier of such Client or Associate a sum equal to 50% of the gross annual remuneration of such relevant person or the sum of £10,000 whichever shall be higher, and
In any other case, a sum equal to 50% of the gross annual earnings of such relevant person or a sum of £10,000 whichever shall be higher. for the purpose of this clause
“Associate” means any partner of the client and any company in which the client or any firm in which he is a partner holds not less than one-third of the issued share capital (as defined in Section 737 of the Companies Act 1985) and any subsidiary of such company (as so defined) or in the case of a client who is a company, any company which owns directly or indirectly not less than one-third of the issued share capital of the Client.
“Relevant person” means any translator, interpreter, voice-over artiste, typist or other person who shall have been engaged either as an employee or independent contractor by the company and who shall have provided work for such client directly or indirectly through the company within twelve months preceding the use of their services by the client or an associate as aforementioned.

18. COPYRIGHT AND DATA PROTECTION

The copyright of the translation is the property of the company and will be passed on to the client only after full payment has been received for the translation. The client hereby agrees to grant us (and our sub-contractors) a license to store and use the work materials for the duration of the agreement and for the purposes of service provision.

19. CONFIDENTIALITY

Both parties agree not to use nor disclose to third person/s or any of the other party’s confidential Information subject to the exceptions set out in this clause 19, and as necessary in order for us to provide the services.
Either party may disclose confidential information of the other:
When required to do so by law or any regulatory authority, provided that party is required to disclose the Confidential Information, where practicable and legitimate to do so:
Promptly notifies the owner of any such requirement; and
Co-operates with the owner regarding the manner, scope or timing of such disclosure or any action the owner may take to challenge the validity of such requirement.
To its (or any of its associated company’s) personnel, sub-contractor’s personnel or any person whose duties reasonably require such disclosure, on condition that the party making such disclosure ensures that each such person to whom such disclosure is made:
s informed of the obligations of confidentiality under these Terms and Conditions; and
Complies with those obligations as if they were bound by them.

In this Agreement “Confidential Information” shall mean any information which is marked as confidential, or is by its nature clearly confidential including, without limitation, any information relating to that party’s services, operations, plans or intentions, service information, design rights, trade secrets, market opportunities, technical know-how, business affairs or those of its clients and is disclosed (whether in writing, verbally or by any other means and whether directly or indirectly) by either party (“the Disclosing Party”) to the other (“the Receiving Party”). Confidential Information shall also include the terms of this Agreement.

The Receiving Party shall only use the Confidential Information solely for the purposes of performing its obligations in accordance with the terms of this Agreement.
The Receiving Party will exercise in relation to the Disclosing Party’s Confidential Information no lesser security measures and degree of care than those which the Receiving Party applies to its own confidential information and in any event will exercise a reasonable and appropriate degree of care and protection.
The Receiving Party undertakes not to disclose any of the Disclosing Party’s Confidential Information to any third party except that it may disclose such Confidential Information to its employees, professional advisors, personnel, contractors, agents, sub-contractors or any person whose duties reasonably require such disclosure but only to the extent necessary for the performance of its obligations under this Agreement. The Receiving Party shall ensure that any third party to whom it discloses the Confidential Information shall be informed of the confidential nature of the information and be bound by obligations of confidentiality on terms no less onerous than those set out in this Agreement.
The Receiving Party undertakes to destroy or, at the Disclosing Party’s discretion, return to the Disclosing Party all of the Disclosing Party’s Confidential Information in its possession, custody or control on receipt of a request to that effect and, in any event, upon termination or expiry of this Agreement.
Without prejudice to any other rights or remedies that either party may be entitled to, the parties acknowledge that damages may not be an adequate remedy for breach of these confidentiality obligations and agree that both Parties will be entitled to seek the remedies of injunction, specific performance and any other available equitable relief for any threatened or actual breach.
The provisions of this clause 19 shall not apply to any Confidential Information:
to the extent that it is or comes into the public domain otherwise than as a result of a breach of this Agreement by the Receiving Party;
which the Receiving Party can show by its written records was in its possession prior to receiving it from the Disclosing Party and which it had not previously obtained from the Disclosing Party or a third party on its behalf under an obligation of confidence; or
has been independently developed by the Receiving Party without access to the Confidential Information; or
which after being disclosed to the Receiving Party, is disclosed to that party again by a third party at liberty to disclose it to that party;
Which is required to be disclosed by law or any regulatory authority, provided that the party that is required to disclose the Confidential Information, where practicable and legitimate to do so:
promptly notifies the owner of any such requirement; and
Co-operates with the owner regarding the manner, scope or timing of such disclosure or any action that the owner may take to challenge the validity of such requirement.
Notwithstanding termination or expiry of this Agreement, the obligations of each party concerning confidentiality shall terminate 5 (five) years following receipt of the Confidential Information.

20. AM TRANSLATION LTD’S OBLIGATIONS AND WARRANTIES

AM Translation Ltd undertakes and agrees with the Customer that it shall at all times during the continuance of this Agreement, perform or procure the performance of the Services in accordance with Good Industry Practice.
AM Translation Ltd shall use all reasonable care and skill in selecting the appropriate and qualified resource to perform the Services in accordance with the terms of this Agreement.
AM Translation Ltd will use reasonable endeavours to provide the Services to meet the requirements of the Customer set out in the Quotation. Subject to clause 12 (Liability), the Customer acknowledges that any Original Works, Translated Works and Services submitted by either party over the internet cannot be guaranteed to be free from the risk of interception or error free even if transmitted in encrypted form and that AM Translation Ltd has no liability for such loss, corruption or interception of any Original Works or Translated Works or Services.
Except as expressly provided in this Agreement no warranty, condition, undertaking or term, expressed or implied, statutory or otherwise as to the condition, quality, performance or fitness for purpose of the Services will be assumed by AM Translation Ltd and except as expressly provided in this Agreement all such warranties, conditions, undertaking and terms are excluded to the extent permitted by law.
AM Translation Ltd shall not be responsible for checking the accuracy of the Original Works.
AM Translation Ltd shall only be obliged to retain Original Works and Translated Works in any format (including electronic format and hard copy versions of Original Works and Translated Works) for the purposes of returning the same to the Customer on or after termination or expiry of this Agreement or upon reasonable request from Customer at any point during the continuance of this Agreement, for a period of 12 (twelve) months from receipt of the Original Works by AM Translation Ltd. AM Translation Ltd shall not be obliged to provide any Original Works or Translated Works to the Customer on the expiry of 12 (twelve) months of receiving Original Works from the Customer.

21. CUSTOMER’S OBLIGATIONS AND WARRANTIES

The Customer warrants, undertakes and agrees with AM Translation Ltd that it shall at all times during the continuance of this Agreement:
obtain and maintain all consents, permissions and licences necessary to enable AM Translation Ltd to perform its obligations under this Agreement; and
provide sufficient information and materials to AM Translation Ltd as reasonably requested by AM Translation Ltd in the provision of the Services and performance of its obligations under this Agreement; and
Comply with the terms of any software licence agreement in place from time to time between the Parties; and
Have all requisite corporate power and authority to enter into this Agreement.
Unless otherwise agreed, the Customer appoints AM Translation Ltd as sole supplier to the Customer for the Services and the Customer therefore undertakes that it will not appoint any person other than AM Translation Ltd to supply the Services to the Customer.
In the event the Customer requires AM Translation Ltd to provide the Services on Customers premises, or any other premises designated by the Customer, the Customer shall:
Assign members of staff with suitable skill and experience to be responsible for AM Translation Ltd activities;
Provide such access to premises, systems and other facilities which may be reasonably required by AM Translation Ltd;
Provide such information as may be required by AM Translation Ltd to carry out the Services and ensure all such information is correct and accurate;
Ensure that all necessary safety and security precautions are in place at Customers premises.
AM Translation Ltd shall be entitled to charge the Customer for any additional costs and expenses which AM Translation Ltd may incur as a result of any hazardous conditions or material encountered at the Customer premises.
AM Translation Ltd shall not be obliged to continue to perform the Services where the Customer breaches any of the warranties given by the Customer in this clause 21 (Customer’s Obligations and Warranties), or where AM Translation Ltd considers there is a safety hazard or such performance would represent a breach of law.
Where the Customer does not explicitly inform AM Translation Ltd in writing prior to AM Translation Ltd providing the Customer a Quotation that a Review Cycle is required in accordance with clause 7 (Payment) then if the Customer should fail to acknowledge its acceptance of the Translated Works or Services in writing, within five (5) days of AM Translation Ltd providing the Services or Translated Works, the said failure shall be deemed an acceptance of such Services or Translated Works. For the avoidance of doubt the Customer shall notify AM Translation Ltd of any complaint, errors and/or request amendments with respect to the Services or Translated Works within 30 (thirty) days of receipt of the same. Requests for amendments after 30 (thirty) days of receipt by Customer of the Translated Works or Services may incur additional charges. Unless otherwise agreed, AM Translation Ltd shall only accept requests for amendments in text, bilingual word or annotated PDF file format.

22. DISPUTED INVOICES

If the Customer disputes, in good faith, any items on an invoice in whole or in part the Customer shall notify AM Translation Ltd of the reasons within 14 (fourteen) days.
AM Translation Ltd and the Customer shall use their respective reasonable endeavours to resolve any such dispute in accordance with clause (Dispute Resolution).
On settlement of the dispute and dependent upon the outcome AM Translation Ltd shall either submit an invoice for sums due and the Customer shall make the appropriate payment in accordance with the provisions of clause 7 (Payment) or AM Translation Ltd shall issue a credit note to Customer for the sums in dispute.
Any payments made by or due from the Customer under this Agreement shall be free and clear of all taxation whatsoever save only for any deductions or withholdings required by law.
If any deductions or withholdings are required by law, the Customer shall be liable under this sub-clause to pay to AM Translation Ltd such further sums as will ensure that the aggregate of the sums paid or payable under this sub-clause and clause 7 (Payment) shall, after deducting therefrom all deductions or withholdings from such sums, leave AM Translation Ltd with the same amount as it would have been entitled to receive under clause 7 (Payment) in the absence of any such deductions or withholdings.
The parties shall use commercially reasonable efforts to do all such acts and to sign all such documents as will enable them to minimise the amount of any such tax obligation withholding. In the event there is no applicable double taxation agreement or treaty, or if an applicable double taxation agreement or treaty reduces but does not eliminate such withholding or similar tax, the paying party shall deduct any withholding taxes from payment and pay such withholding or similar tax to the appropriate government authority, deduct the amount paid from the amount due to the receiving party and secure and send to the receiving party proper evidence of payment of all withholding tax and other certificates that might be required and sufficient to allow AM Translation Ltd to document such tax withholdings adequately for purposes of claiming foreign tax credits and similar benefits.
Quotations shall not be binding on AM Translation Ltd and are given on the basis that the terms quoted will remain open for acceptance by the Customer to place an Order for 30 days (thirty) from the date of Quotation.
Quotations are given on the basis of a description given by the Customer or its authorised representatives of the Original Works, the purpose of the translation and any other relevant instructions given to AM Translation Ltd necessary to enable AM Translation Ltd to perform the Services. Such Quotations may be amended at any time if, in AM Translation Ltd.’s sole opinion, the actual Original Works received from the Customer differs from or is inadequate or inaccurate to the description, purpose or instructions relating to the Original Works received by AM Translation Ltd prior to providing a Quotation.
Services lasting over 21 (twenty one) days will be invoiced 50% (fifty percent) on commencement and 50% (fifty percent) on completion. Services running under 21 (twenty one) days will be invoiced in full on completion.
Where a Review Cycle is required by the Customer the Customer shall inform AM Translation Ltd in writing prior to AM Translation Ltd providing a Quotation. Projects which require a Review Cycle will be invoiced: (a) 50% (fifty percent) on delivery for review and 50% (fifty percent) balance on completion; or (b) in full 30 (thirty) days after delivery for review, whichever is the earlier. For the avoidance of doubt, the Customer shall be in breach of its payment obligations under this Agreement where there is a delay in payment due to Customer Review Cycles being prolonged. In any event a Review Cycle shall not exceed 6 (six) months. In the event that a Review Cycle does exceed 6 (six) months AM Translation Ltd shall apply a surcharge to handle and implement any required changes to the Translated Works.
Unless agreed in writing to the contrary the Parties agree that Charges shall be in pounds sterling. Where the agreed Charges are in any other currency including but not limited to Euros or US Dollars the Parties shall review the same every 3 (three) months in line with exchange rates.
In the event that AM Translation Ltd is required to issue the Customer with a credit note due to incorrect information supplied by the Customer a £20 (twenty pounds) admin fee shall be applied by AM Translation Ltd.

23. CONSEQUENCES OF TERMINATION

Upon termination or expiry of this Agreement for any reason whatsoever:
AM Translation Ltd shall cease to perform any of the Services;
any outstanding Charges shall remain due and payable by the Customer to AM Translation Ltd in accordance with the terms of this Agreement within 30 (thirty) days of the date of invoice and, in respect of Services supplied but for which no invoice has been submitted, AM Translation Ltd may submit an invoice, which shall be payable within 30 (thirty) days of the date of invoice except where any invoice is disputed by the Customer which shall be resolved in accordance with clauses under dispute resolutions;
AM Translation Ltd shall deliver to the Customer, at the Customer’s expense and where practicable, any Original Works and other materials supplied to AM Translation Ltd, except as required by law or to maintain proper books and records;
Each party shall return to the other any of the other party’s Confidential Information; and
The Customer shall pay to AM Translation Ltd any necessary breakage costs or any unrecovered investment balances.
Termination of this Agreement does not affect either party’s accrued rights, remedies and obligations at the date of termination and the continuation of any provision expressly stated to survive or implicitly surviving termination or expiry shall not be affected. For the avoidance of doubt, termination or expiry of this Agreement will not relieve the Customer of its obligation to pay the Charges in respect of any Services supplied by AM Translation Ltd to Customer prior to the date of termination or expiry.

24. ETHICAL BEHAVIOUR

The Parties shall not, and each Party shall ensure that its respective Affiliates and personnel shall not, Induce or do or agree to do any other act, failure to act or thing in connection with the provision of the Services or any other agreement between any Customer Affiliate and any member(s) of AM Translation Ltd or its Subcontractors (to the extent engaged by AM Translation Ltd in providing the Services to the Customer), including the performance or award of any such agreement, that contravenes any Applicable Law or requirement of a regulatory authority relating to anti-bribery and corruption or anti-money laundering, including:

The UK Bribery Act 2010 (and/or the laws and legislation it repeals), the Proceeds of Crime Act 2002, the Theft Act 1968, the Fraud Act 2006 and the Companies Act 2006;

In the case of a Public Official, any Applicable Law applicable to the Public Official in his capacity as such; and
the principles described in the Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, signed in Paris on 17 December 1997, which entered into force on 15 February 1999, and the commentaries to it (as amended and/or added to from time to time).
The Customer undertakes, warrants and represents that it shall maintain policies, procedures and guidelines that are applicable to all Customer Affiliates and Customer personnel and are intended and designed to prevent them doing or failing to do any act or thing that contravenes any Applicable Law or requirement of a regulatory authority relating to anti-bribery and corruption or anti-money laundering, including a gifts and entertainment policy requiring such persons not to undertake, offer, promise, give, authorise, request, accept or agree any Inducement (or to agree to do any of the foregoing).
The Customer agrees to notify AM Translation Ltd and confirm the same promptly in writing immediately upon discovering any instance where it has, or any of the Customer Affiliates or Customer personnel have, failed to comply with any provisions of this clause.
Each Party agrees to notify the other as soon as reasonably practicable upon becoming aware of any extortive solicitation, demand or other request for anything of value, by or on behalf of any person (including any Public Official) relating to this Agreement or its subject matter.
Each Party shall hold harmless, indemnify and keep indemnified the other party and its successor’s assigns, officers, employees and representatives against losses which it suffers or incurs in connection with a breach of this clause 24 (Ethical Behaviour). This clause shall not require a Party to indemnify the Party for the amount of any fine constituting a criminal penalty, to the extent that such indemnity would not be permitted by Applicable Law.
Upon reasonable request by AM Translation Ltd from time to time the Parties shall meet to discuss, agree and document in writing any additions or amendments to the requirements of this Agreement that AM Translation Ltd considers necessary or appropriate to comply with the requirements of, and implement appropriate checks, controls, processes and procedures in relation to, the UK Bribery Act 2010 or any other Applicable Law relating to anti-bribery and corruption or anti-money laundering.
Without prejudice to the parties’ respective obligations to comply with Applicable Law, if the Customer or its personnel receive a request to audit or for information, data, access and/or any other requirement, from any regulatory authority as contemplated by the agreement:
The Customer shall promptly notify AM Translation Ltd in writing of such request; and
If AM Translation Ltd considers that the relevant regulatory authority may be acting outside the scope of its lawful authority in making such request, AM Translation Ltd shall notify the Customer of the same and the Parties shall promptly discuss and agree (acting reasonably) the relevant response to that regulatory authority, provided that if AM Translation Ltd wishes the Customer to cooperate with the request notwithstanding any considerations as to the scope of the regulatory authority’s lawful authority, the Customer shall comply with all instructions of AM Translation Ltd in relation to such request (subject always to the provisions of this agreement).

ANNEX 1

Intake form “ Written Translation Request Form”

WRITTEN TRANSLATION REQUEST FORM

Please fill out a separate request for each document. We require at least 3 working days in advance for all Projects up to 3000 words. Additional time may be necessary for documents with specialized/technical terminology.

Documents are subject to review and correction of the English version before being approved for translation.

Date: Requested Due Date: _____/_____/

Department or Customer/Client: ________________________

Contact Person: ___________________________________ Title: ________________

Office telephone: __________________ Fax: _________________ Cell: _____________

Email: ________________________________________

Name of the document to be translated: ___________________________________________ # of Pages _____

□ Original Document □ Revision to previously translated document (highlight changes, additions or deletions)

Document Type: □ Letter □ Flyer □ Handout □ Brochure □ Policy □ Newsletter

□ Form □ Calendar □ Survey □ Handbook □ Other __________

Document Format: □ Word □ Power Point □ Publisher □ Excel

Comments/Special Instructions:

______________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

TRANSLATION DEPARTMENT USE ONLY

Number of Words Level: __________ Number of Hours __________

Date Begun: / / Date Completed: / / Date Sent: / /

Completed by: ___________________

Reviewed by: ____________________

Sent by: _________________________