ETLS TERMS AND CONDITIONS FOR THE SUPPLY OF LANGUAGE SERVICES
These Terms and Conditions for the supply of language services state the basis on which we European Translation & Language Services Ltd (‘ETLS’), trading as ‘ETLS International’ and ‘ETLS Lexis’, will supply services to our business clients.
We are a company registered in England and Wales with company number 4679653, whose registered office is at Crown House, 37 High Street, East Grinstead RH19 3AF, United Kingdom. In this agreement, we are called ‘ETLS’ and you are called ‘the Client’. You are the individual, firm, company or other organisation stated on the order form or other document agreed in writing between us (the Order).
It is agreed that:
The Client is deemed to have accepted these Terms and conditions when accepting our quotation and ordering the service. These Terms and Conditions together with our quotation, your order and our acceptance of the order form the entire agreement between us (the Contract).
These conditions apply to the Contract irrespective of anything to the contrary in the Client’s own terms and conditions, unless specifically agreed in writing by ETLS with the client.
1. Supply of services
1.1 Quotations – Quotations are given on the basis of the actual document to translate being made available to ETLS for review at the time of quoting along with any specific instructions issued on the part of the Client, otherwise cost estimates only are issued. Neither quotations nor cost estimates are binding on ETLS.
1.2 A contract will only be formed once the Client has confirmed his order and ETLS has issued a written acceptance of the order.
1.3 Service Specifications – When commissioning any language services, the client shall provide detailed instructions about all relevant aspects of the service to be provided.
1.4 When ordering a translation, the Client shall also clearly indicate the intended use of translation, e.g., whether required for information only, publication and advertising, legal purposes, or any other purpose, where the particular rendering of the text by the translator employed is liable to be of consequence.
1.5 Where the purpose of a translation is not disclosed to ETLS, ETLS shall execute the translation to the best of its judgement in accordance with one of the purposes specified above as if its purpose had been disclosed.
1.6 Should the Client desire to use a translation for another purpose than that for which it was originally supplied, the Client shall obtain confirmation from ETLS that the translation is suitable for the new purpose.
1.7 ETLS reserves the right to amend and adapt such a translation previously supplied (if necessary) for the new purpose and make a further charge for such work.
1.8 In the event of use of the translation by the Client for a purpose other than that for which it was supplied, and it fails to meet quality expectations for that particular use, the Client shall not be entitled to any compensation from ETLS.
1.9 The Client shall provide ETLS with the necessary documents for the assignment and if possible or required, other auxiliary materials such as previous translations, term lists, publications, and illustrative references. The client shall also provide answers to ETLS queries about the text submitted for translation (e.g., points that are not clear or errors).
1.10 ETLS shall be under no obligation to indicate or correct any errors of whatever nature in any material supplied to ETLS for translation by the Client and shall not be held liable for any consequential loss or damage.
1.11 The Client shall give a clear indication of their delivery requirements when submitting texts for translation, and ETLS will make every reasonable effort to meet Client’s requirements. Delivery dates are approximate only and not of the essence, and unless expressly agreed otherwise at the time of order confirmation, cannot constitute a breach of contract nor entitle the Client to withhold payment for work done.
1.12 Translations will be delivered by email unless otherwise agreed. The Client is expected to acknowledge receipt of the translated document by return email.
2. Pricing and Payment
2.1 The cost of the translation or other language service will be determined in accordance with the appropriate scale of charges of ETLS applicable to the particular type of service required, or in accordance with a framework agreement that ETLS has entered into with the Client.
2.2 VAT – Prices are exclusive of VAT. ETLS being a UK VAT registered company, with VAT No GB851 1866 22, it will charge VAT in addition, where applicable. For clients located in Europe, the reverse charge mechanism will be applied.
2.3 Unless otherwise agreed for any particular assignment or in any agreement for repeat work, ETLS terms of payment are net 15 days from date of invoice.
2.4 ETLS also reserves the right to request payment, in part or in full, in advance or on receipt of works undertaken.
2.5 Where the services are being provided in stages and/or over a period of more than 30 days, ETLS reserves the right to invoice the Client upon completion of each stage or at monthly intervals.
2.6 Time for payment of the charges invoiced shall be of the essence. Failure to adhere to the terms of payment agreed between the client and ETLS shall entitle ETLS to abandon any assignment in hand, without prejudice to any rights of ETLS whatsoever. ETLS reserves the right to charge interest on overdue amounts at the rate of 2 percent per annum above the Bank of England base rate.
2.7 Should any work be suspended at the Client’s instigation for a period of more than 21 days during the course of any assignment, all costs incurred at that point will be invoiced and works ordered in connection with the project will be invoiced in full.
2.8 Should the client cancel an order, ETLS shall be entitled to issue a cancellation charge up to the value of the full assignment, had it been completed.
2.9 Quotations in a currency other than sterling, such as Euros or US Dollars, shall be paid by Client in that currency, unless otherwise agreed.
2.10 Payments should be made by bank transfer or card. Payments by cheque are not accepted. Bank transfer costs should be borne by the Client.
3. Quality
3.1 ETLS is accredited by the ATC (Association of Translation Companies) under number ATCAC1232. As such, ETLS adheres to quality standards and a strict Code of Professional Conduct. Therefore, if any of our work was to fall below the requirements of professional standards or other reasonable expectations, we will follow up on the matter diligently together with the client.
3.2 The services shall be carried out by ETLS using reasonable skill and care in accordance with the standards of the industry. ETLS will use reasonable skill and care in selecting translators and other personnel used to produce the translated works and perform the services.
3.3 ETLS reserves the right to sub-contract all or part of the assignment to a contractor of its choice to meet the Client’s requirements.
3.4 The Client shall notify ETLS within ten days of delivery of any alleged inaccuracies in the translated works. ETLS reserves the right to correct any actual inaccuracies within a reasonable period of time.
3.5 If the Client wishes to make any alterations to the translation which are not directly attributable to any inaccuracies noted, the Client should make these alterations in cooperation with ETLS, otherwise ETLS shall not be responsible for any alterations made after delivery by the Client.
3.6 If the Client wishes to have such alterations made to a translation delivered by ETLS and requests that ETLS implement these alterations, ETLS reserves the right to make a separate charge for this work.
3.7 When a translation is delivered to the Client for checking and approval before final delivery, the Client shall give ETLS its feedback within an agreed period of time in order to enable ETLS to finalise the assignment.
3.8 When you require us to provide services to you with expedition or on a rush basis, you accept that (a) the services may not be carried out by us using the same level of skill and care as we would use in providing the services in the normal course of our business, (b) that there may be errors or omissions in the performance of the services which shall not entitle you either to cancel the Contract or decline to make any payment to us in respect of the provision of the services and (c) you indemnify us in relation to any claim made or loss suffered as a consequence of any such error or omission.
4. Liability
4.1 ETLS shall not be liable for the consequences of any inaccuracy, errors or omission in any text submitted by the client for translation. It is the Client obligation to supply ETLS with documents to be translated in a legible form.
4.2 In the event a document supplied by the Client is not clearly legible, ETLS may at its discretion decline to undertake or complete the assignment, in which case ETLS shall not be liable for any consequential loss or damage.
4.3 ETLS liability for damages shall be limited to the agreed or invoiced fee for the assignment. ETLS shall not be responsible for any indirect or consequential damages attributable to the translation.
5. Confidentiality
5.1 ETLS is aware of the sensitive nature of some of the work we undertake and information we acquire in the course of our relationships with our clients. We therefore undertake to maintain strict confidentiality in all aspects of the work carried out for our clients and to use all reasonable means to protect it.
5.2 ETLS undertakes not to disclose to any person nor to copy or use for any purpose whatsoever any confidential information relating to the business of our clients. This undertaking of confidentiality applies to all matters and information not freely available to the public.
5.3 If in the course of an assignment, ETLS makes available to the client any know-how or information, including the identity of its sub-contractors, the Client shall treat such know-how or information as confidential and shall not use such know-how or information or disclose it to any third party.
6. Data Protection
6.1 When supplying services to the Client, ETLS may gain access to and/or acquire the ability to transfer, store or process Personal Data about the Client (such as contact details of the Client or its employees).
6.2 The parties agree that where such processing of personal data takes place, ETLS shall be the data Controller as defined in the General Data Protection Regulation (GDPR).
6.3 When the client is sending documents (content for translation) to ETLS, these may contain personal data.
6.4 The parties agree that where processing of such personal data takes place, the Client shall be the data Controller and ETLS shall be the data Processor as defined in the GDPR.
6.5 In both cases, ETLS will have a legitimate interest as the legal reason for the processing of the personal data.
6.6 ETLS shall only Process Personal Data to the extent reasonably required to enable it to supply the services as mentioned in these terms and conditions or as requested by and agreed with the Client and shall not retain any Personal Data longer than necessary or required by law.
6.7 ETLS shall not disclose Personal Data to any third parties other than employees, directors, agents or sub-contractors on a strict ‘need-to-know’ basis and only under the same (or more extensive) conditions as set out in these Terms and Conditions, or to the extent required by applicable legislation and/or regulations.
6.8 ETLS shall implement and maintain technical and organisational security measures as are required to protect Personal Data processed by ETLS on behalf of the Client.
7. Force Majeure
7.1 ETLS shall not be liable to the Client for any failure or delay in performing any of its obligations to the extent that such failure or delay is caused by an event beyond its reasonable control, including, without limitation, failure of a utility service such as electricity or Internet, extreme weather or storms, compliance with any law or governmental order, lockdowns, pandemics, breakdown of machinery, or default of suppliers or subcontractors, provided that you are notified of such an event and its expected duration.
8. Dispute resolution – Arbitration
8.1 ETLS will address any complaint from the Client with a view to resolving it to our mutual satisfaction. ETLS will use all reasonable endeavours to settle any dispute amicably and would expect its clients to act in a similar manner. Any disputes that cannot be settled by the parties themselves shall be settled by arbitration. Arbitration shall be governed by the rules laid down by the Association of Translation Companies, which will be supplied on request.
9. Governing law and jurisdiction
The Contract shall be governed by the laws of England, and the parties submit to the exclusive jurisdiction of the English courts.