Terms and Conditions for the Supply of Services by C Bavington Ltd
The following terms and conditions cover the agreement entered into between the Client and the Provider regarding a Project. In the event of contradiction between these terms and conditions and the Client's terms and conditions of purchase, the former prevail unless the Provider expressly agrees otherwise in advance before an Order is placed.
The placing of an order implies full and unconditional acceptance by the Client of these terms and conditions for the supply of services, to the exclusion of any other document or provisions.
Headings are for convenience only and are to be ignored for the purposes of ascertaining meaning.
Provider means C. Bavington Ltd., the party delivering the output of a Project. The Provider will produce the Deliverables unless all or part of the Project is to be subcontracted, for which permission from the Client will be sought in advance.
Project means the production of a translation or any related or similar task such as summarising, revising, proof-reading, and suchlike.
Client means the party (natural or legal person) commissioning a Project.
Order means a written agreement (including by email) between the Client and Provider to carry out a Project, usually through acceptance of a quotation (see Article 2). An Order will clearly state the Source Material, fee to be charged for the Project, and delivery date; if all this information is present, a quotation accepted in writing equates to an Order.
Source Material means any text or medium containing material which is to be translated or otherwise forming the subject matter of a Project.
Deliverable(s) means any text or medium supplied to the Client by the Provider containing a translation of the Source Material or other output of the Project as agreed.
2. Fees: Quotations and Estimates
2.1 The fee to be charged is determined by the Provider on the basis of the Source Material, the format and purpose of the Deliverable, and any instructions given by the Client.
2.2 An oral or written estimate is not binding, but given for guidance or information only.
2.3 No formal, written quotation will be given by the Provider until all the Source Material has been provided and clear, final instructions received from the Client. A quotation is valid for thirty days from the date it was issued.
2.4 The applicability or otherwise of VAT will be clearly stated, and charged at the rate in force on the delivery date.
2.5 The Provider may request revision of the fee agreed for a Project and/or an extension of the delivery date, in particular in the event of difficulties that could not be reasonably foreseen at the time the agreement was concluded. The Client will be informed as soon as possible after such difficulties become apparent. The provisions of Article 9.1 will apply if agreement cannot be reached.
2.6 Work will not commence until the Client has accepted the quotation in writing (email is acceptable).
2.7 If changes or additions are made to the Source Material or the Clientís requirements at any time while the Project is in progress, the Provider reserves the right to adjust the fee and/or delivery date to reflect additional work.
3.1 Definite delivery date(s) are agreed between the Provider and the Client only after the Provider has received all of the Source Material for the Project and clear, final instructions from the Client.
3.2 Where a delivery date is a material part of a Project, this must be disclosed by the Client in advance. Otherwise no delivery date will be of the essence unless specifically agreed in writing (and stated on the quotation and/or Order).
3.3 Unless otherwise agreed, the Provider will dispatch Deliverables such that the Client can reasonably expect to receive them no later than the normal close of business at the Clientís premises on the date of delivery.
3.4 Costs of delivery of Deliverables will normally be borne by the Provider. However, where a delivery method requested by the Client entails a cost greater than that normally incurred, such additional cost(s) will be chargeable to the Client, unless incurred as a result of action or inaction by the Provider.
4.1 Unless otherwise agreed at the time of the Order, invoices must be settled in full no later than 30 days from the invoice date by the payment method specified on the invoice. The Client will be responsible for all bank charges arising in effecting payment. The Provider reserves the right to recover from the Client any deductions from the invoice amount incurred during the payment transaction.
4.2 The Provider may request periodic instalments or payment in advance as it sees fit.
4.3 When settlement becomes overdue, the Provider reserves the right:
i) to charge a fixed debt collection administration fee of Ä40 or the equivalent in any other currency;
ii) to apply interest at the rate of 10% per annum over the Bank of England base rate (or such rate as is determined by UK statute, the latter prevailing) to all overdue sums from the date on which they first become due until they are paid in full.
4.4 Where Project delivery is in instalments and notice has been given that an interim payment is overdue, the Provider has the right to stop work on the Project in progress until the outstanding payment is made or other terms are agreed. Under such circumstances, subsequent delivery dates may be changed by the Provider.
4.5 Until payment has been received in full, Deliverables remain the property of the Provider and the Client has no right of use (however use after Delivery is generally tolerated). Likewise, any transfer of copyright in Deliverables agreed on the Order will only occur upon receipt of full payment.
5. Copyright in Source Material
5.1 The Provider accepts instructions from the Client on the understanding that the Project will not infringe any third party rights. The Client therefore warrants to the Provider that the Client has the authority to enter into this Agreement, being in possession of the right to procure translation of the Source Material; and that the Source Material does not infringe the copyright or any other right of any natural or legal person.
5.2 The Client undertakes to keep the Provider harmless from any claim for infringement of copyright and/or other intellectual property rights and from any legal action whatsoever that may arise as a result of the content of the original Source Material or Deliverable.
6. Copyright in Deliverables
6.1 Unless otherwise agreed, copyright in Deliverables remains the property of the Provider until payment of the agreed fee in full, at which point copyright passes to the Client.
7. Right of Integrity
7.1 All Deliverables are subject to the Providerís right of integrity. If a Deliverable is amended or altered in any way without written agreement from the Provider, the Provider cannot be liable in any way whatsoever for the amendments made or their consequences.
8. Confidentiality and Safe-keeping of the Clientís Documents
8.1 The Provider will keep confidential all information and documents delivered by the Client and will not disclose any such information or the contents of such documents to any third party (including subcontractors where used) without the express authorisation of the Client unless compelled to do so by law.
8.2 The Provider will be responsible for the safe-keeping of the Clientís documents once received, and copies of Deliverables. However, the Provider accepts no responsibility for the confidentiality of, or loss or damage to, any documents or data whilst such documents or data are in transit, electronically or otherwise.
9. Cancellation and Frustration
9.1 If an Order is placed and subsequently cancelled, or a Project is reduced in scope or frustrated by an act or omission on the part of the Client after work has begun, the Client must pay the Provider the full sum agreed for the work completed, and 50% of the amount agreed for the remainder (i.e. work not yet completed). The work completed will be made available to the Client after such payment is received.
9.2 If an Order is placed and subsequently cancelled, or a Project is reduced in scope or frustrated by an act or omission on the part of the Client before work has begun, no payment will be due by the Client other than any out-of-pocket expenses the Provider may have incurred in preparing for the Project, for which documentary evidence will be provided on request.
9.3 If a Client goes into liquidation or has a receiver appointed or becomes insolvent, bankrupt or enters into any arrangement with creditors, the Provider will be entitled to terminate a contract.
9.4 Neither the Provider nor the Client will be liable to the other for consequences resulting from circumstances wholly beyond the control of either party (including situations of force majeure). The Provider will notify the Client as soon as is reasonably practical of any circumstances likely to prejudice the Providerís ability to comply with the terms of the Clientís order, and assist the Client as far as reasonably practical to identify an alternative solution.
10. Complaints and Disputes
10.1 If the Provider fails to meet agreed Order requirements or to provide Deliverables fit for their originally stated purpose, the fee payable for the Project may be reduced by mutual agreement by an amount equal to the reasonable cost necessary to remedy the deficiencies. Documentary evidence of such costs must be provided to the Provider. For this entitlement to apply:
i) firstly, the Client must inform the Provider in writing of all alleged defects in the Deliverables (by a itemised list);
ii) secondly, the Client must give the Provider an opportunity to produce Deliverables of the required standard within a reasonable period of time at no extra charge to the Client.
10.2 Any complaint in connection with a Project or Deliverable must be notified to the Provider by the Client in writing within 14 calendar days of the date of delivery of the Deliverable.
10.3 If the parties are unable to agree on a resolution, the matter may be referred to mutually agreed arbitration. Such referral will be made no later than one month from the date on which the original complaint in writing was made.
10.4 If any dispute cannot be resolved amicably between the parties, or if either party refuses to accept arbitration, the parties will be subject to the jurisdiction of the Courts of England and Wales.
11. Responsibility and Liability
11.1 The Provider will use its best endeavours to perform the Project, given the existence of time constraints. The Provider may consult experts, including the Client, and the Client consequently undertakes to provide appropriate responses to questions within a reasonable time.
11.2 Deliverables will be fit for their stated purpose and target readership where known. Unless specified otherwise, Deliverables will be assumed to be required to be of "for information" quality.
11.3 Deliverables will match the Source Material in content, style and form. The Client is not entitled to expect any improvements to be made to these aspects, unless this is expressly requested at the time the Project is commissioned.
11.4 The Provider expressly has no responsibility for the content of the Source Material submitted to it by the Client, nor does the Provider have any responsibility for the implications of any Deliverable.
11.5 The liability of the Provider on any grounds whatsoever will be limited to the invoiced value of the Order. The sole exception admissible is where, in connection with any consequences which are reasonably foreseeable, the potential for such liability is expressly notified to the Provider in writing at the time the Project is commissioned, any such liability being restricted to an agreed limit of cover under the professional indemnity insurance taken out by the Provider.
12. Unfair Competition
12.1 Where the Providerís Client is an intermediary and introduces the Provider to a third-party end-client, the Provider will not knowingly, for a period of 6 months from delivery of the last Deliverable arising from the introduction, approach the said third party for the purpose of soliciting work involving translation, without the Clientís written consent.
12.2 However, point 12.1 will not apply where the third-party end-client has had previous dealings with the Provider, or the Provider acts on the basis of information in the public domain, or the approach from the third party is independent of the relationship with the intermediary, or the third party is seeking suppliers on the open market, or where the intermediary only makes infrequent use of the Providerís services.
13.1 These Terms and Conditions will be subject to any detailed requirements or variants expressly specified in the Order relating to a particular Project.
13.2 No forbearance of any breach of any obligation stipulated herein can be considered as a waiver of the Providerís entitlement to subsequently enforce the same or any other provision.
13.3 Agreement by the Client in writing (including by email) to a quotation is deemed acceptance of these terms of business, provided said terms have been brought to the Clientís attention beforehand.
13.4 These terms and conditions are governed by and are to be construed in accordance with English law.
These T&C are available to download here