CONTRACT CONDITIONS FOR TRANSLATION SERVICES
1.
DEFINITIONS
In this Contract, the
following terms shall be defined as below:
“Acceptance” means acceptance
of the Translation Services as evidenced by acceptance in writing by Multilingo
of the translation which is the subject of the Translation Services following
Delivery.
“Contract” means the contract
between the Translator and Multilingo consisting of Multilingo’s Purchase Order
and these terms and conditions.
“Contract Price” means the
total price to be paid by Multilingo to the Translator for the Translation
Services as defined in Multilingo’s Purchase Order.
Such Contract Price is inclusive of all taxes, duties and other levies payable
but excludes United Kingdom Value Added Tax which may be charged in addition
where applicable.
“Delivery” means the delivery
of the Translation Services to Multilingo, completed in all respects.
“Delivery Date” means the
delivery date specified on the Purchase Order.
“Purchase Order” means the
purchase order issued or to be issued for the Translation Services by Multilingo
“Multilingo” means Kavankamp
Limited whose registered office is at Walcot, Square Drive, Kingsley Green,
Haslemere, Surrey GU27 3LW……...
“Translation Services” means
the translation services to be provided by Multilingo as stated on the Purchase
Order.
“Translator”
means the company, firm or person to whom Multilingo has addressed its Purchase
Order for the Translation Services.
2.
SCOPE OF WORK
2.1
The Translator
undertakes to provide the Translation Services by the Delivery Date(s) in
consideration of payment by Multilingo of the Contract Price following
Acceptance within 30 days of receipt of valid and correct invoice. In respect of Delivery, time shall be of the essence.
2.2
The Translation
Services shall be carried out by the Translator with all due despatch, care
accuracy and attention, and in compliance with the highest standards of relevant
established current translators practice.
3.
LIABILITIES AND INDEMNITIES
3.1
The Translator shall indemnify and hold harmless Multilingo from all
claims, actions or demands made by third parties against Multilingo and all
liabilities of Multilingo to third parties (collectively “Third Party
Liabilities”) and from all damage, losses, costs expenses and payments
whatsoever suffered or incurred by Multilingo either directly or in relation to
Third Party Liabilities in respect of (I) personal injury to or death of any
person and any loss or destruction of or damage to property (not attributable to
any default or neglect of Multilingo or of any person for whom Multilingo is
responsible) which shall have occurred in connection with the provision of the
Translation Services, (ii) any defect in the Translation Services, and (iii) any
breach by the Translator of any of the terms of this Contract, including without
limitation, Clause 3 hereof, PROVIDED THAT the liability of the Translator to
Multilingo under this Contract, including without limitation this Clause 3,
shall be limited to £10,000 or the Contract Price, whichever shall be the
greater.
4.
INSURANCE
3.1
The Translator shall
take out and maintain during the currency of this Contract an insurance policy,
with an insurance company of repute satisfactory to Multilingo and sufficient to
cover its liabilities under this Contract, including, without limitation, its
liabilities under Clause 3. The Translator shall,
upon request produce to Multilingo a copy of the said insurance policy and a
receipt for the payment of the current premium. For
the avoidance of doubt, the Translator shall be liable under all the provisions
of this Agreement, including, without limitation, Clause .3 whether or not the
Translator complies with this Clause 4.
5.
CONFIDENTIALITY
5.1
All communications
and all information whether written, visual or oral and all other material
supplied to or obtained by the Translator in the course of or as a result of the
discharge of its obligations under this Contract and all information relating to
any invention, improvement, report, recommendation or advice given by the
Translator to Multilingo in pursuance of its obligations under this Contract
shall be treated by the Translator as confidential and shall not be disclosed by
the Translator without the written consent of Multilingo.
6.
INTELLECTUAL
PROPERTY
6.1
All intellectual
property and industrial property rights throughout the world in patentable and
non-patentable inventions, discoveries and improvements, processes and know-how,
copyright works and the like discovered or created by the Translator in the
course of or as a result of the discharge of its obligations hereunder and/or
(as the case may be)based whether directly or indirectly on any item of
information required to be kept confidential under Clause 5 hereof shall vest in
and be the absolute property of Multilingo. Upon the
request of Multilingo the Translator shall (at the expense of Multilingo)
execute all documents and do all acts and things required to vest or perfect the
vesting of such property rights legally and exclusively in Multilingo or any
nominee or assignee of Multilingo.
7.
TERMINATION
7.1
Each party shall be
entitled to terminate this Contract forthwith if the other party commits a
material breach of any of its terms.
7.2
Termination of this
Contract shall be without prejudice to any obligation by one party to the other
which shall have occurred prior thereto.
8.
ENTIRE CONTRACT AND APPLICABLE LAW
8.1
This Contract contains the whole Contract between the Parties
relating to the subject matter of this Contract at the date hereof to the
exclusion of any terms implied by law which may be excluded by Contract
8.2
Each Party to this Contract confirms that it
has reviewed all the matters provided for in this Contract, including the
provisions of this clause, and agrees, having considered the terms of this
clause and the Contract as a whole, that the provisions of this clause are fair
and reasonable.
8.3
The interpretation, construction, effect and enforceability of this Contract
shall be governed by English law and the parties agree to submit to the
jurisdiction of the English courts.
9.
NOTICES
9.1
All notices, documents or other communications (a “Notice”) to be given
hereunder, shall be in writing and shall be transmitted by first class
registered or recorded delivery mail, or by facsimile or other electronic means
in a form generating a record copy to the party being served at the relevant
address for that party. Any Notice sent by mail
shall be deemed to have been duly served three working days after the date of
posting. Any Notice sent by facsimile or other
electronic means shall be deemed to have been duly served at the time of
transmission.
10.
MISCELLANEOUS
10.1
In this Contract, “Party” means a party to this Contract and “Parties”
shall be construed accordingly.
10.2 The
headings in this Contract are for guidance only and do not affect its
construction.
10.3 In the
case of any inconsistency between any provision of the Appendices hereto and any
provision of this Contract, the latter shall prevail.
10.4 Where the
context requires or admits words importing the singular shall also include the
plural and vice versa and the use of any gender shall include all genders.
10.5 References
in this Contract to a Clause or Appendix is to a Clause or Appendix of this
Contract
10.6
If any term or provision in this Contract shall be held to be illegal or
unenforceable, in whole or in part, under any enactment or rule of law, such
term or provision or part shall to that extent be deemed not to form part of
this Contract but the validity and enforceability of the remainder of this
Contract shall not be affected.
10.7
The waiver or
forbearance or failure of a party in insisting in any one or more instances upon
the performance of any provisions of this Contract shall not be construed as a
waiver or relinquishment of that party’s rights to future performance of such
provision and the other party’s obligations in respect of such future
performance shall continue in full force and effect.
10.8
In any event, and
notwithstanding anything to the contrary herein, nothing in this Contract is
intended to, or shall, confer any benefit on any third party (whether referred
to herein by name, class, description or otherwise) or shall confer any right of
any third party to enforce a term contained in this Contract.
10.9
For the avoidance of
doubt both parties hereto confirm that the Translator enters into this Contract
as an independent contractor and that the Translator is not, nor for any purpose
shall be, regarded as an employee of Multilingo.
10.10
The obligations
imposed upon the Translator under Clauses 5 and 6 shall survive the expiry or
termination of this Contract.
12.6
In any event, and
notwithstanding anything to the contrary herein, nothing in this Contract is
intended to, or shall, confer any benefit on any third party (whether referred
to herein by name, class, description or otherwise) or shall confer any right of
any third party to enforce a term contained in this Contract.