1. Introduction
1.1 Below is a legal agreement between you (You) and Context Conscious Language Services & Creative Solutions (“we”, “us”, “our”) which sets out the terms and conditions ("Terms") for your use of our translation, transcription, localisation, interpretation, voiceover, legalisation, certification, and/or desktop publishing services and other associated services (the “Service”).
1.2 By using the Services, You agree to these Terms, which will be legally binding to you. If you do not agree to these Terms, you must not use our Services.
1.3 Context Conscious reserves the right to change these Terms & Conditions at any time without notice, effective upon its posting on this page. Your continued use of our Services shall be considered Your acceptance of the revised Terms & Conditions.
2. What are we doing?
2.1 We supply translation, transcription, localisation, interpretation, subtitling and other associated services.
2.2 When You order Services from Us or contact Us about the supply of Services then We will issue You with a Quotation (as defined below). Any Quotation shall not be final or binding on You or Us until You and We agree the scope and price of the Services at which point the Quotation shall be deemed to form part of the Order.
2.3 The price for the Services will be set out in a quotation (“Quotation”). Any Quotation that We may give You will only be valid for 30 calendar days from the date that We issue the Quotation to You, unless We notify You otherwise.
3. Our Services
3.1 You can purchase Services from Us by placing an Order (“Order”). The Order, the Quotation, and these Terms will form the Contract between You and Us.
3.2 The Services that We supply to You shall be detailed in the Order. Any change to the Order by You must be notified to Us in writing or by e-mail and We will provide You with a revised Quotation. If You accept the revised Quotation then the revised Quotation, including any variation in the price, shall form part of the Order and any date of delivery for the Services shall, unless otherwise agreed, be amended to reflect the change in the Order.
3.3 The date of delivery of the Services is specified in the Order. We reserve the right to suspend or defer the date of delivery, supply, or to cancel the Contract with You where there is an event outside of Our control in accordance with clause 16. We reserve the right to suspend or defer the date of delivery or supply due to delays caused by governmental agencies, including but not limited to, delays in notarisation or legalisation.
3.4 Unless otherwise agreed, We will supply the deliverables pursuant to the Order to You by e-mail or via FTP or website address or via a software platform (whether developed or supplied by Us to You) or such other form of delivery as We may notify to You from time to time and We will determine, at our discretion, the most appropriate method of delivery. If the deliverables pursuant to the Order are to be delivered by way of post or courier then this will be specified in the Order. We will not be liable to You or to any third-party for any failure or delay arising out of a failure, delay, error, or omission caused by a postal service or courier in supplying the deliverables pursuant to the Order.
4. Warranty in Relation to Our Services
4.1 We will not be liable to You for reviewing and/or checking the authenticity of any Customer Content and we will not be liable to You for any modification by You to the Customer Content. You accept and acknowledge that You are solely responsible for ensuring the validity of the Customer Content and providing, where relevant, suitable true copies or extracts of Customer Content.
4.2 Where You provide Us with Customer Content for the purpose of notarisation, legalisation, apostille or for any other governmental validation, verification, authentication, or otherwise then You accept and acknowledge that We cannot be liable to You for any rejection or delay caused by a governmental agency.
4.3 If the Services include translation or interpretation (whether oral, written, or otherwise) from one language into another language then, unless otherwise agreed between You and Us, such translation or interpretation will be into the mainstream language used by that particular country or community (as specified in the Order). We do not warrant the Services for a particular dialect or in respect of region-specific words or syntaxes unless agreed by Us in writing and specified in the Order.
4.4 Unless otherwise agreed in writing between You and Us, We will only warrant the Services for a period of thirty (30) calendar days from the date that We deliver the Services to You in accordance with clause 5.3. Our warranty shall only extend to the correction, modification, or grammatical/contextual verification of the deliverables pursuant to the Order and You must identify any errors or omissions within the abovementioned period and then We will endeavour to correct errors or omissions that You have notified to Us within a reasonable period of time. No reductions on price will be applicable.
4.5 We will endeavour to deliver the Services as closely as reasonably possible to the original source Customer Content having regard to typographical or obvious errors or linguistic variations (including, but not limited to, variation in word count). Unless We and You agree otherwise, the Services will reflect, as closely as reasonably possible, the Customer Content and will not be subject to adaptation, rewriting, or variation but always subject to such element of subjectivity or variation that We deem is reasonable having regard for the type, scope, and context of the Services that You have Ordered from Us.
4.6 You accept and acknowledge that, where the Services include (whether in whole or in part) translation of Customer Content from one language into another language then there may be variations or differences in the word count (whether greater or lesser) between the original or source Customer Content and the deliverables pursuant to the Services and Our Quotation shall be, unless specified otherwise in the Quotation, based upon the word count of the language into which We are translating the Customer Content into and shall not be based upon the word count of the original or source Customer Content.
4.7 We do not warrant and will not be liable to you for any inaccurate or illegible Customer Content and will not be held responsible for errors or omissions arising from inaccurate or illegible Customer Content. We do not warrant nor underwrite the accuracy or completeness of any scientific, technical, mechanical, or mathematical element of the Customer Content when supplying You with Services. No discount will be applicable.
4.8 Where the Services include interpretation or translation from or into a rare language or dialect then (as identified by Us) then We will indicate this on the Order and notify You that We may not have the appropriate qualification to deliver the Services. If You continue with the Order then We do not warrant and will not be liable to You for any errors or omissions arising out of such Services.
4.6 Any additional investigations, inquiries, and/or research by Us for You that is not specified in the Quotation and does not form part of the Order (“Additional Work”) shall be subject to additional charges. We will notify You when We deem that Additional Work may be required to deliver the Services to You and provide You with an updated Quotation. If You do not accept the revised Quotation incorporating the Additional Work then We will deliver the Services, so far as is reasonably practical, having regard for Your non-acceptance of the Additional Work. If We deem, at our discretion, that We cannot supply the Services to You without You accepting the Additional Work then We will notify You and refund to You any funds that You paid to Us subject to reasonable deduction of costs incurred by Us.
4.7 We shall not be liable for a breach of any of the warranties under clause 3.5 if:
(a) You fail to notify Us within the warranty period; or
(b) You alter or amend or modify the deliverables pursuant to the Order without Our prior written consent.
5. Your Rights To Make Changes
5.1 If You wish to make a change to the Services You have ordered please contact Us. We will let You know if the change is possible and provide You with a revised Quotation. We will let You know about changes to the price for the Services, the timing for supply/delivery or anything else which We reasonably believe arises as a result of Your requested change. If You accept Our revised Quotation then We will confirm this to You in writing. If You do not accept Our revised Quotation or We fail to confirm Our acceptance then the Order shall not be deemed revised and We will supply the Services as set out in the initial Order.
6. Our Rights To Make Changes
6.1 Minor changes to the Services. We may change the Service from time to time, for example, to reflect changes in relevant laws and regulatory requirements; or to incorporate minor technical adjustments such as, but not limited to, regional linguistic considerations, typography, or dialect. These changes should not affect Your general use of the deliverables pursuant to the Services.
6.2 More significant changes to the Services and these Terms. In addition, We may make changes to these Terms or the Services, but if We do so We will notify You before the changes take effect.
7. Providing The Services
7.1 The costs of delivery, if applicable, will be as set out in Your Order.
7.2 During the Order process We will let You know when We will supply the deliverables pursuant to the Services to You. Any supply dates We give you are estimates and timing will not be essential.
7.3 We may need certain information and clarification regarding the original documents from You so that We can deliver the Services to You, for example, Your address or the number of documents that You may need certified or notarised. We will contact You to ask for this information. If You do not give Us this information within a reasonable time of Us asking for it, or if You give Us incomplete or incorrect information, We may either end the Contract or revise the date of delivery for the Services set out in the Order by such period of time as We deem appropriate and reasonable resulting from a delay caused by You or any third-party acting on Your behalf.
8. Regarding Your Personal Information
8.1 Any sort of personal data obtained is handled in accordance with our privacy policy. Through using the Services, you are consenting to the collection of such information. As a result, please do carefully read the terms of the Privacy Policy.
9. Confidentiality
9.1 Each party undertakes that it shall not at any time disclose to any person any Confidential Information concerning the other party or of any member of the group of companies to which the other party belongs, except as permitted by clause 11.2.
9.2 Each party may disclose the other’s Confidential Information:
(a) to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this Contract. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s Confidential Information comply with this clause 11; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
9.3 No party shall use the other party’s Confidential Information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Contract.
10. Intellectual Property
10.1 All Customer Content shall remain Your property or Your licensors subject to a non-exclusive, world-wide, revocable, non-transferable, royalty-free license to Us to use such Customer Content for the purposes of this Contract. The licensed granted by You to Us shall automatically terminate on either (i) termination or expiry of this Contract or (ii) when We complete delivery of the Services to You pursuant to this Contract.
10.2 We acknowledge and accept that all intellectual property rights in the Customer Content shall remain vested at all times in You. You will defend Us against and fully indemnify Us for any costs or damages that may be awarded in a judgement by a court, or agreed by You in a settlement, to the extent arising from any claim or allegation that any Customer Content infringes the intellectual property rights of any third party.
10.3 In the case of claims or potential claims to which Your obligation to defend Us as set out in clause 12.2 above may apply, We will:
(a) give reasonable notice in writing of any claim or potential claim to You;
(b) comply with all reasonable requests for information and assistance at Your cost;
(c) make no admission of liability or settlement without Your prior written consent; and
(d) permit You to have full control of any proceedings or negotiations including any defence or settlement.
11. Payment of the Price
11.1 You must pay for the Services when We deliver them to You or as specified in the Quote. (whichever is earlier).
11.2 We can charge interest if You pay late. If You do not make any payment to Us by the due date We may charge interest to You on the overdue amount at the rate of four percent (4%) a year above the base lending rate of the Bank of England from time to time. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You must pay Us interest together with any overdue amount.
11.3 What to do if You think an invoice is wrong. If You think an invoice is wrong please contact Us no later than seven (7) calendar days from the date that We issue Our invoice to You to let Us know. You will not have to pay any interest until the dispute is resolved. Once the dispute is resolved We will charge You interest on correctly invoiced sums from the original due date.
11.4 What happens if We got the price wrong. It is possible that, despite Our best efforts, some of the Services We supply to You may be incorrectly priced. We will normally check prices before accepting Your Order so that, where the correct price of the Services at Your Order date is less than Our stated price at Your Order date, We will charge the lower amount. If the correct price of the Services at Your Order date is higher than the price stated in Our price list, We will contact You for Your instructions.
12. Termination of the Contract
12.1 You can always end the Contract for supply of the Services before they have been supplied. You may contact Us to end the Contract for the Services at any time before We have supplied them to You, but in some circumstances We may charge You for doing this, as described below.
12.2 If You are ending the Contract for a reason set out at (a) to (e) below, the Contract will end immediately and We will refund You in full for any Services which have not been provided or have not been provided properly. The reasons are:
(a) We have told You about an upcoming change to the Services or these Terms which You do not agree to (see clause 7.2);
(b) We have told You about an error in the price or description of the Services You have ordered and You do not wish to proceed;
(c) We have told You that We plan to transfer Our rights under the Contract to someone else and You do not wish to proceed;
(d) there is a risk that supply of the Services may be significantly delayed because of events outside Our control; or
(e) We have suspended supply of the Services for technical reasons, or We notify You that We are going to suspend them for technical reasons, in each case for a period of more than one (1) month.
12.3 If You are not ending the Contract for one of the reasons set out in clause 17.2, then the Contract will end immediately and We will refund any sums paid by You for the Services not provided but We may deduct from that refund (or, if You have not made an advance payment, charge You) reasonable compensation for the net costs We will incur as a result of Your ending the Contract. This will cover at least the cost of Our staff time spent on partially supplying You with the Services.
12.4 You may terminate the Contract by notifying Us in writing.
12.5 We may end the Contract if You violate these Terms. We may end the Contract for the Services at any time by writing to You if:
(a) You do not make any payment to Us when it is due and You still do not make payment within fourteen (14) days of Us reminding You that payment is due; or
(b) You do not, within a reasonable time of Us asking for it, provide Us with information that is necessary for Us to supply the Services, for example, Your billing address or all the documents required by Us to supply You with the Services.
12.6 You must compensate Us if You break the Contract. If We end the Contract in the situations set out in clause 19.1 We will refund any money You have paid in advance for Services We have not provided but We may deduct or charge You reasonable compensation for the net costs We will incur as a result of Your breaking the Contract. This will cover at least the cost of Our staff time spent on partially supplying You with the Services. However, if We end the Contract in situations set out in clause 19.1 then you will become liable to pay Us all sums outstanding due by You to Us under any other contract in addition to this Contract.
12.7 We may write to You to let You know that We are going to stop supplying the Services. We will let You know at least fourteen (14) days in advance of Our stopping the supply of the Services and will refund any sums You have paid in advance for Services which will not be provided.
13. Our Liability and It’s Limitations
13.1 We are responsible to You for foreseeable loss and damage caused by Us. If We fail to comply with these Terms, then We may be responsible to You for loss or damage You suffer that is a reasonably foreseeable result of Our breaking the Contract or Our failing to use reasonable care and skill. Our total liability to You (including Our agents’ or suppliers’) in Contract, delict (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise shall be limited to the price specified in the Order. We are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the Contract was made, both We and You knew it might happen, for example, if You discussed it with Us during the order process.
13.2 We do not exclude or limit in any way Our liability to You where it would be unlawful to do so. This includes liability for death or personal injury caused by Our negligence or the negligence of Our employees, agents or sub-contractors or for fraud or fraudulent misrepresentation.
13.3 We are not liable for business losses. If You use the Services for any commercial, business or re-sale purpose We will have no liability to You for any loss of profit, loss of business, business interruption, or loss of business opportunity.
14. Force Majeure
14.1 We reserve the right to suspend or defer the date of delivery, supply, or to cancel the Contract You have ordered (without liability to You) if We are prevented from or delayed in carrying on Our business or performing the Contract due to circumstances beyond Our (including Our agents’ or suppliers’) reasonable control including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either Our or Your workforce), telecommunication or network disruption, or denial of service, provided that, if the circumstances in question continue for a continuous period in excess of 30 working days, either party shall be entitled to terminate the Contract on notice.
15. Dispute Resolution and Applicable Law
15.1 Any dispute arising out of or in connection with this Contract, including any question regarding its existence, validity or termination, may be referred, at Our sole discretion, to and finally resolved by the Courts of United Kingdom.
15.2 For the avoidance of doubt, the governing law of the Contract shall be the substantive law of United Kingdom.
16. Variation
16.1 We reserve the right to change these Terms at any time by posting an updated Terms & Conditions on this page. You are advised to check this page occasionally to inform Yourself of such changes. By continuing to use our Services after such changes are posted on this page, You agree to the updates made to these Terms & Conditions. If you do not agree with the new Terms, You must refrain from using our Services.
17. Severability
17.1 Each of these Terms' conditions operate separately. The remaining conditions will remain in full force and effect until any court or competent authority rules that any of them are unconstitutional or unenforceable.
18. Questions, Complaints and Claims
18.1 Any inquiries, grievances, or claims about the Services, including but not limited to:
- liability claims;
- any argument that the Services provided fail to comply with any relevant legal or regulatory requirement;
- claims arising under consumer protection or related legislation;
- any notes related to these Terms;
should be sent to info@contextconscious.co.uk via email.
Last updated 18.06.2021