Terms and Conditions
1.1 The definitions and rules of interpretation in this condition apply in these terms and conditions (Conditions).
Contract: the Client’s purchase order and Global Lingo’s acceptance of it, or the Client’s acceptance of a quotation for Services by Global Lingo under condition 2.2.
Client: the person, firm or company that purchases Services from Global Lingo.
Client’s Equipment: any equipment, systems, cabling or facilities provided by the Client and used directly or indirectly in the supply of the Services.
Deliverables: all Documents, products and materials developed by Global Lingo (or its agents, subcontractors, consultants and employees) in relation to the Services in any form, including (without limitation) computer programs, data, reports and specifications (including drafts) or the deliverables specified in the Contract.
Document: includes, without limitation, in addition to any document in writing, any drawing, map, plan, diagram, design, picture or other image, tape, disk or other device or record embodying information in any form.
In-put Material: all Documents, information and materials provided by the Client relating to the Services including (without limitation), computer programs, data, reports and specifications or the in-put materials specified in the Contract.
Intellectual Property Rights: all utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
Pre-existing Materials: all Documents, information and materials provided by Global Lingo relating to the Services which existed prior to the commencement of the Contract including computer programs, data, reports and specifications.
Purchase Order: a written order for the Services provided by the Client.
Services: the translation, transcription, interpreting, minute-taking, localisation, desktop publishing or proofreading services to be provided by Global Lingo under the Contract, together with any other services which Global Lingo provides, or agrees to provide, to the Client.
Global Lingo: Global Lingo Ltd, a company incorporated under the Companies Act (Company Number 5771718) and having its Registered Office at Macaulay Hall, Headingley, Leeds LS6 3QN.
Global Lingo’s Equipment: any equipment, including tools, systems, cabling or facilities, provided by Global Lingo or its subcontractors and used directly or indirectly in the supply of the Services which are not the subject of a separate agreement between the parties under which title passes to the Client.
VAT: value-added tax chargeable under English law for the time being and any similar additional tax.
1.2 Headings in these conditions shall not affect their interpretation.
1.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.4 A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.
1.5 A reference to writing or written includes faxes and e-mail.
1.6 Any obligation in the Contract on a person not to do something includes, without limitation, an obligation not to agree, allow, permit or acquiesce in that thing being done.
2. Application of conditions
2.1 These Conditions shall:
(a) apply to and be incorporated into the Contract; and
(b) prevail over any inconsistent terms or conditions contained, or referred to, in the Client’s purchase order, confirmation of order, acceptance of a quotation, or specification or other Document supplied by the Client, or implied by law, trade custom, practice or course of dealing.
2.2 The Client’s purchase order, or the Client’s acceptance of a quotation for Services by Global Lingo, constitutes an offer by the Client to purchase the Services on these Conditions. No offer placed by the Client shall be accepted by Global Lingo other than:
(a) by a written acknowledgement issued and executed by Global Lingo; or
(b) (if earlier) by Global Lingo starting to provide the Services,
when a contract for the supply and purchase of the Services on these Conditions will be established. The Client’s standard terms and conditions (if any) attached to, enclosed with or referred to in any purchase order or other Document shall not govern the Contract.
2.3 Quotations are given by Global Lingo on the basis that no Contract shall come into existence except in accordance with condition 2.2. Any quotation is valid for a period of 30 days from its date, provided that Global Lingo has not previously withdrawn it.
2.4 Quotations are given by Global Lingo on the basis of the Client’s description of the Services and Material, and any other instructions. Such quotations may be amended at any time if the description of such materials is materially inaccurate.
2.5 Information provided in Global Lingo’s brochures, catalogues or other published material is a general description only and does not form part of the Contract.
3. Commencement and duration
3.1 The Services supplied under the Contract shall be provided by Global Lingo to the Client from the date of acceptance by Global Lingo of the Client’s Purchase Order in accordance with condition 2.2.
3.2 Subject to condition 11, the Services supplied under the Contract shall continue to be supplied for the period stated in the Client’s Purchase Order.
4. Global Lingo’s obligations
4.1 Global Lingo shall use reasonable endeavours to provide the Services, and to deliver the Deliverables to the Client.
4.2 Global Lingo shall use reasonable endeavours to meet any performance dates specified in the Purchase Order, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
4.3 Global Lingo shall use reasonable endeavours to observe all health and safety rules and regulations, and any other reasonable security requirements that apply at any of the Client’s premises and that have been communicated to it under condition 5.1(e), provided that it shall not be liable under the Contract if, as a result of such observation, it is in breach of any of its obligations under the Contract.
4.4 Global Lingo may deliver Services by instalments; such instalments shall be separate obligations and no breach in respect of one or more of them shall entitle the Client to cancel any subsequent instalments or repudiate the Contract.
4.5 Global Lingo does not warrant that the Services will meet the Client’s specific requirements and does not warrant that the Services will be uninterrupted or error free. Furthermore, Global Lingo does not make any representation regarding the use of the Services in terms of their accuracy, correctness, reliability or otherwise.
5. Client’s obligations
5.1 The Client shall:
(a) co-operate with Global Lingo in all matters relating to the Services;
(b) provide Global Lingo, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, with access to the Client’s premises, office accommodation, data and other facilities as reasonably required by Global Lingo;
(c) provide to Global Lingo, in a timely manner, such In-put Material and other information as Global Lingo may reasonably require and ensure that it is accurate in all material respects;
(d) be responsible (at its own cost) for preparing and maintaining the relevant premises for the supply of the Services, including identifying, monitoring, removing and disposing of any hazardous materials from any of its premises in accordance with all applicable laws, before and during the supply of the Services at those premises, and informing Global Lingo of all of the Client’s obligations and actions under this condition 5.1(d);
(e) inform Global Lingo of all health and safety rules and regulations and any other reasonable security requirements that apply at any of the Client’s premises;
(f) ensure that all Client’s Equipment is in good working order and suitable for the purposes for which it is used in relation to the Services and conforms to all relevant United Kingdom standards or requirements;
(g) obtain and maintain all necessary licences and consents and comply with all relevant legislation in relation to the Services, the installation of Global Lingo’s Equipment, the use of In-put Material and the use of the Client’s Equipment in relation to Global Lingo’s Equipment insofar as such licences, consents and legislation relate to the Client’s business, premises, staff and equipment, in all cases before the date on which the Services are to start;
(h) keep and maintain Global Lingo’s Equipment in accordance with Global Lingo’s instructions as notified in writing from time to time, and shall not dispose of or use Global Lingo’s Equipment other than in accordance with Global Lingo’s written instructions or authorisation.
5.2 If Global Lingo’s performance of its obligations under the Contract is prevented or delayed by any act or omission of the Client, its agents, subcontractors, consultants or employees, Global Lingo shall not be liable for any costs, charges or losses sustained or incurred by the Client arising directly or indirectly from such prevention or delay.
5.3 The Client shall be liable to pay to Global Lingo, on demand, all reasonable costs, charges or losses sustained or incurred by Global Lingo (including, without limitation, any direct, indirect or consequential losses, loss of profit and loss of reputation, loss or damage to property and those arising from injury to or death of any person and loss of opportunity to deploy resources elsewhere) arising directly or indirectly from the Client’s fraud, negligence, failure to perform or delay in the performance of any of its obligations under the Contract, subject to Global Lingo confirming such costs, charges and losses to the Client in writing.
5.4 The Client shall not, without the prior written consent of Global Lingo, at any time from the date of the Contract to the expiry of three months after the last date of supply of the Services, solicit or entice away from Global Lingo or employ (or attempt to employ) any person who is, or has been, engaged as an employee, consultant or subcontractor of Global Lingo in the provision of the Services.
5.5 Any consent given by Global Lingo in accordance with condition 5.4 shall be subject to the Client paying to Global Lingo a sum equivalent to 15% of the then current annual remuneration of Global Lingo’s employee, consultant or subcontractor or, if higher, 15% of the annual remuneration to be paid by the Client to that employee, consultant or subcontractor.
6. Charges and payment
6.1 In consideration of the provision of the Services by Global Lingo, the Client shall pay the charges as set out in the Purchase Order, which shall specify whether they shall be on a pro rata, time and materials basis, a fixed price basis or a combination of both. Condition 6.2 shall apply if Global Lingo provides Services on a pro rata, time and materials basis. Condition 6.3 shall apply if Global Lingo provides Services for a fixed price. The remainder of this condition 6 shall apply in either case.
6.2 Where Services are provided on a pro rata, time and materials basis:
(a) the charges payable for the Services shall be calculated in accordance with Global Lingo’s standard fee rates, as set out in the Purchase Order and as amended from time to time by Global Lingo in accordance with condition 6.5;
(b) all charges quoted to the Client shall be exclusive of VAT, which Global Lingo shall add to its invoices at the appropriate rate;
(c) Global Lingo shall invoice the Client in arrears for its charges for the Services, calculated as provided in this condition 6.2.
6.3 Where Services are provided for a fixed price, the total price for the Services shall be the amount set out in the Purchase Order. The total price shall be paid to Global Lingo (without deduction or set-off), as set out in the Purchase Order. At the end of the period specified in the Purchase Order, Global Lingo shall invoice the Client for the charges that are then payable, calculated as provided in condition 6.4.
6.4 Any fixed price contained in the Purchase Order excludes:
(a) the cost of hotel, subsistence, travelling and any other ancillary expenses reasonably incurred by the individuals whom Global Lingo engages in connection with the Services, the cost of any materials and the cost of services reasonably and properly provided by third parties and required by Global Lingo for the supply of the Services. Such expenses, materials and third party services shall be invoiced by Global Lingo; and
(b) VAT, which Global Lingo shall add to its invoices at the appropriate rate.
6.5 The parties agree that Global Lingo may review and increase its standard fee rates. Global Lingo will give the Client written notice of any such increase one month before the proposed date of the increase. If such increase is not acceptable to the Client, it may, within seven days of such notice being received or deemed to have been received in accordance with condition 20, terminate the Contract with immediate effect by giving written notice to Global Lingo.
6.6 The Client shall pay each invoice submitted to it by Global Lingo, in full and in cleared funds, within 30 days of receipt to a bank account nominated in writing by Global Lingo.
6.7 Without prejudice to any other right or remedy that it may have, if the Client fails to pay Global Lingo on the due date, Global Lingo may:
(a) charge interest on such sum from the due date for payment at the annual rate of 5% above the base lending rate from time to time of the Bank of England, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment and the Client shall pay the interest immediately on demand. Global Lingo may claim interest under the Late Payment of Commercial Debts (Interest) Act 1998; and
(b) suspend all Services until payment has been made in full.
6.8 Time for payment shall be of the essence of the Contract.
6.9 All sums payable to Global Lingo under the Contract shall become due immediately on its termination, despite any other provision. This condition 6.9 is without prejudice to any right to claim for interest under the law, or any such right under the Contract.
6.10 Global Lingo may, without prejudice to any other rights it may have, set off any liability of the Client to Global Lingo against any liability of Global Lingo to the Client.
6.11 In the event of the cancellation of a Purchase Order by the Client, Global Lingo retains the right to charge the Client for the Services in full. Global Lingo will make available to the Client full details of cancellation terms upon request.
6.12 Discounts included on quoted prices are only applicable if invoices are paid within 30 days of receipt.
7. Intellectual property rights
7.1 As between the Client and Global Lingo, all Intellectual Property Rights and all other rights in the Deliverables and the Pre-existing Materials shall be owned by Global Lingo. Subject to condition 7.2, Global Lingo licenses all such rights to the Client free of charge and on a non-exclusive, worldwide basis to such extent as is necessary to enable the Client to make reasonable use of the Deliverables and the Services. If the Contract terminates, this licence shall automatically terminate.
7.2 The Client acknowledges that, where Global Lingo does not own any Pre-existing Materials, the Client’s use of rights in Pre-existing Materials is conditional on Global Lingo obtaining a written licence (or sub-licence) from the relevant licensor or licensors on such terms as will entitle Global Lingo to license such rights to the Client.
8. Confidentiality and Global Lingo’s property
8.1 The Client shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Client by Global Lingo, its employees, agents, consultants or subcontractors and any other confidential information concerning Global Lingo’s business or its products which the Client may obtain.
8.2 The Client may disclose such information:
(a) to its employees, officers, representatives, advisers, agents or subcontractors who need to know such information for the purposes of carrying out the Client’s obligations under the Contract; and
(b) as may be required by law, court order or any governmental or regulatory authority.
8.3 The Client shall ensure that its employees, officers, representatives, advisers, agents or subcontractors to whom it discloses such information comply with this condition 8.
8.4 The Client shall not use any such information for any purpose other than to perform its obligations under the Contract.
8.5 All materials, equipment and tools, drawings, specifications and data supplied by Global Lingo to the Client (including Pre-existing Materials and Global Lingo’s Equipment) shall, at all times, be and remain the exclusive property of Global Lingo, but shall be held by the Client in safe custody at its own risk and maintained and kept in good condition by the Client until returned to Global Lingo, and shall not be disposed of or used other than in accordance with Global Lingo’s written instructions or authorisation.
9. Limitation of liability
9.1 This condition 9 sets out the entire financial liability of Global Lingo (including any liability for the acts or omissions of its employees, agents, consultants, and subcontractors) to the Client in respect of:
(a) any breach of the Contract;
(b) any use made by the Client of the Services, the Deliverables or any part of them; and
(c) any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Contract.
9.2 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
9.3 Nothing in these Conditions limits or excludes the liability of Global Lingo:
(a) for death or personal injury resulting from negligence; or
(b) for any damage or liability incurred by the Client as a result of fraud or fraudulent misrepresentation by Global Lingo; or
(c) for any liability incurred by the Client as a result of any breach by Global Lingo of the condition as to title or the warranty as to quiet possession implied by section 2 of the Supply of Goods and Services Act 1982.
9.4 Subject to condition 9.2 and condition 9.3
(a) Global Lingo shall not be liable for:
(i) loss of profits; or
(ii) loss of business; or
(iii) depletion of goodwill and/or similar losses; or
(iv) loss of anticipated savings; or
(v) loss of goods; or
(vi) loss of contract; or
(vii) loss of use; or
(viii) loss of corruption of data or information; or
(ix) any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.
(b) Global Lingo’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance, or contemplated performance, of the Contract shall be limited to the price paid for the Services.
10. Data protection
The Client acknowledges and agrees that details of the Client’s name, address and payment record may be submitted to a credit reference agency, and personal data will be processed by and on behalf of Global Lingo in connection with the Services.
11.1 Without prejudice to any other rights or remedies which the parties may have, either party may terminate the Contract without liability to the other immediately on giving notice to the other if:
(a) the other party fails to pay any amount due under the Contract on the due date for payment and remains in default not less than seven days after being notified in writing to make such payment; or
(b) the other party commits a material breach of any of the terms of the Contract and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach; or
(c) the other party repeatedly breaches any of the terms of the Contract in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Contract; or
(d) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts; or
(e) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors; or
(f) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or on connection with the winding up of that other party;
(g) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party; or
(h) a floating charge holder over the assets of that other party has become entitled to appoint or has appointed an administrative receiver; or
(i) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party; or
(j) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days; or
(k) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in condition 11.1(d) to condition 11.1(j) (inclusive); or
(l) the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business; or
(m) there is a change of control of the other party (as defined in section 574 of the Capital Allowances Act 2001).
11.2 On termination of the Contract for any reason:
(a) the Client shall immediately pay to Global Lingo all of Global Lingo’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, Global Lingo may submit an invoice, which shall be payable immediately on receipt;
(b) the Client shall return all of Global Lingo’s Equipment, Pre-existing Materials and Deliverables. If the Client fails to do so, then Global Lingo may enter the Client’s premises and take possession of them. Until they have been returned or repossessed, the Client shall be solely responsible for their safe keeping; and
(c) the accrued rights and liabilities of the parties as at termination and the continuation of any provision expressly stated to survive or implicitly surviving termination, shall not be affected.
11.3 On termination of the Contract (however arising), the following conditions shall survive and continue in full force and effect:
(a) condition 7;
(b) condition 8;
(c) condition 9;
(d) condition 11; and
(e) condition 21.
12. Force majeure
Global Lingo shall have no liability to the Client under the Contract if it is prevented from, or delayed in performing, its obligations under the Contract or from carrying on its business by acts, events, omissions or accidents beyond its reasonable control, including (without limitation) strikes, lock-outs or other industrial disputes (whether involving the workforce of Global Lingo or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
13.1 Global Lingo may, from time to time and without notice, change the Services in order to comply with any applicable safety or statutory requirements, provided that such changes do not materially affect the nature, scope of, or the charges for the Services.
13.2 Subject to condition 13.1, no variation of the Contract or these Conditions or of any of the documents referred to in them shall be valid unless it is in writing and signed by or on behalf of each of the parties.
14.1 A waiver of any right under the Contract is only effective if it is in writing and it applies only to the circumstances for which it is given. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that (or any other) right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that (or any other) right or remedy.
14.2 Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.
15.1 If any provision of the Contract (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed not to form part of the Contract, and the validity and enforceability of the other provisions of the Contract shall not be affected.
15.2 If a provision of the Contract (or part of any provision) is found illegal, invalid or unenforceable, the parties shall negotiate in good faith to amend such provision such that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the parties’ original commercial intention.
16. Entire agreement
16.1 The Contract constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to its subject matter.
16.2 Each party acknowledges that, in entering into the Contract, it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) (other than for breach of contract).
16.3 Nothing in this condition shall limit or exclude any liability for fraud.
17.1 The Client shall not, without the prior written consent of Global Lingo, assign, transfer, charge, mortgage, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
17.2 Global Lingo may at any time assign, transfer, charge, mortgage, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent.
17.3 Each party that has rights under the Contract is acting on its own behalf and not for the benefit of another person.
18. No partnership or agency
Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.
19. Rights of third parties
A person who is not a party to the Contract shall not have any rights under or in connection with it.
20.1 Any notice or other communication required to be given under the Contract shall be in writing and shall be delivered personally, or sent by pre-paid first-class post, recorded delivery or by commercial courier to the other party and for the attention of the person specified in the Purchase Order, or as otherwise specified by the relevant party by notice in writing to the other party.
20.2 Any notice or other communication shall be deemed to have been duly received if delivered personally, when left at the address and for the contact referred to in the Purchase Order or, if sent by pre-paid first-class post or recorded delivery, at 9.00 am on the second Business Day after posting, or if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed.
20.3 This condition 20 shall not apply to the service of any in any proceedings or other documents in any legal action.
20.4 A notice or other communication required to be given under or in connection with the Contract shall not be validly served if sent by e-mail.
21. Governing law and jurisdiction
21.1 The Contract, and any dispute or claim arising out of or in connection with it or its subject matter, shall be governed by, and construed in accordance with, the law of England and Wales.
21.2 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of, or in connection with, the Contract or its subject matter.
Published October 2010