1.1 Definitions. In these Conditions, the following definitions apply:
Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
Charges: the charges payable by the Customer for the supply of the Services.
Conditions: these terms and conditions as amended from time to time in accordance with condition 13.11.
Contract: the contract between Translive and the Customer for the supply of Services in accordance with these Conditions.
Customer, you: the person or firm who purchases Services from Translive.
Force Majeure Event: an event beyond the reasonable control of Translive including but not limited to strikes, lock-outs or other industrial disputes, failure of a utility service or internet provider, 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 Translive’s subcontractors.
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Order: your order for the Services, as requested by you on the Website.
Services: the translation, interpretation and transcribing services supplied by Translive to the Customer.
Translive, we, our: Translive Global Limited registered in England and Wales with company number 08544908, whose registered office at Chapel House, Bentley Square, Oulton, Leeds, LS26 8JH. Our VAT number is 172910805.
1.2 Construction. In these Conditions, the following rules apply:
1.2.1 a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
1.2.2 a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted; and
1.2.3 a reference to writing or written includes faxes and e-mails.
2. OUR CONDITIONS
2.1 These are the Conditions on which we supply Services to you. Please ensure that you read these Conditions carefully.
2.2 When you submit the Order to Us, this does not mean we have accepted your Order for Services. If we are unable to supply you with the Services, We will inform you of this and we will not process your Order.
2.3 These Conditions will become binding on you and us when we contact you to inform you that we are able to provide you with the Services, at which point a Contract will come into existence. Please note if you are a business or you are entering into the Contract in the course of business or hold yourself out as doing so then you are not contracting as a consumer.
2.4 The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of Translive which is not set out in the Contract.
2.5 For the purposes of the Conduct of Employment Agencies and Employment Business Regulations 2003, Translive acts as an employment business in relation to the introduction and supply of translators pursuant to the Contract.
2.6 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.7 Any quotation given by Translive on the Website is only valid for a period of 2 Business Days from its date of issue.
3. **ADDITIONAL CONSUMER TERMS**
3.1 If you are entering into the Contract as a consumer then the additional terms set out in this condition 3 will apply.
3.2 You may make a change to the Order for Services at any time before we start to perform the Services by contacting us. Where this means a change in the Charges, we will notify you of the amended Charges in writing. You can choose to cancel the Order in accordance with condition 3.3 if you are not happy with the new Charges.
3.3 You may cancel an Order for the Services at any time for no reason, because we have affected by a Force Majeure Event or in accordance with condition 3.2. Please contact us to let us know your intention to cancel. We will confirm your cancellation in writing to you.
3.4 If you cancel an Order before we have provided the Services and you have made any payment in advance for Services that have not been provided to you, we will refund these amounts to you within 7 Business Days of cancellation.
3.5 If you cancel an Order for Services and we have already started work on your Order by that time, you will pay us any costs we reasonably incurred in starting to fulfil the Order and this charge will be deducted from any refund that is due to you. We will tell you what these costs are when you contact us. Please note if you have cancelled an Order because of our failure to comply with these Conditions (as set out in condition 11.1.1) you do not have to make any payment to us.
4. SUPPLY OF SERVICES
4.1 We agree to take all reasonably practicable steps to ensure that we only provide linguists who are suitable to perform the Services and who meet your minimum qualifications and criteria as specified in your Order. We carry out pre-vetting checks on all of our linguists to verify that:
4.1.1 they have the right to work in the United Kingdom; and
4.2 We shall notify you immediately if we become aware of any matter that indicates a linguist may be unsuitable to perform the Services including where a linguist ceases to have the appropriate skills, accreditation or a right to work in the United Kingdom. We will then offer you a choice of alternative linguists who are available to perform the Services.
4.3 Translive shall use all reasonable endeavours to meet any performance dates specified by the Customer, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
4.4 Translive shall have the right to make any changes to the Services which are necessary to comply with any applicable law, or which do not materially affect the nature or quality of the Services, and Translive shall notify the Customer in any such event.
4.5 Translive warrants to the Customer that the Services will be provided using reasonable care and skill.
4.6 We may have to suspend the Services if we have to deal with technical problems and we will not be liable to you in this respect. If possible, we will let you know in advance where this occurs, unless the problem is urgent or an emergency.
5. CUSTOMER'S OBLIGATIONS
5.1 The Customer shall:
5.1.1 ensure that the terms of the Order are complete and accurate;
5.1.2 co-operate with Translive in all matters relating to the Services;
5.1.3 provide Translive with such information and materials as Translive may reasonably require in order to supply the Services, and ensure that such information is accurate in all material respects; and
5.1.4 obtain and maintain all necessary licences, permissions and consents which may be required before the date on which the Services are to start.
5.1.5 When utilising the interpretation facility, The Customer agrees to have a fully functional and working broadband connection with at least a 200kbps bandwidth, a microphone and sufficient speakers.
5.2 If Translive's performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation ("Customer Default"):
5.2.1 Translive shall, without limiting its other rights or remedies, have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent the Customer Default prevents or delays Translive's performance of any of its obligations;
5.2.2 Translive shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from Translive's failure or delay to perform any of its obligations as set out in this condition 5.2; and
5.2.3 the Customer shall reimburse Translive on written demand for any costs or losses sustained or incurred by Translive arising directly or indirectly from the Customer Default.
6. CHARGES AND PAYMENT
6.1 Before the Customer enters into a Contract, the Customer will be told how much the Charges for the Services will be.
6.2 All pricing is determined by an algorithm which analyses the data the Customer has provided to Translive. Prices are fixed with the exception of transcription services, where the Customer will be provided with an estimated cost. Once Translive has reviewed the transcription need, it will confirm a fixed price for such Services before the Customer enters into the Contract.
6.3 Payment of the Charges shall be due from the Customer once the Contract has been formed and after the Services have been performed. Payment shall be made by the Customer via PayPal or credit or debit card via the website.
6.4 Translive is under no obligation to provide the Services until it is in receipt of full and cleared funds.
6.5 VAT is charged to consumers with whom it may apply
7. IF THERE IS A PROBLEM WITH THE SERVICES
7.1 In the unlikely event that there is any defect with the Services please contact us and tell us as soon as reasonably possible
7.2 Please give us a reasonable opportunity to fix any problem. We will use every effort to fix the problem as soon as reasonably practicable. You will not have to pay for us to fix a problem with the Services.
7.3 If you decide that a linguist is unsuitable to perform the Services then you should notify Translive in writing of that fact giving the grounds for your dissatisfaction with the linguist. If we receive this notification before the Services have been completed, we will then offer you a choice of alternative linguists who are available to perform the Services.
7.4 As a consumer, you have legal rights in relation to Services not carried out with reasonable skill and care. Advice about your legal rights is available from your local Citizens' Advice Bureau or Trading Standards office. Nothing in these Conditions will affect these legal rights.
8. INTELLECTUAL PROPERTY RIGHTS
8.1 Subject to condition 8.2, all Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by, or licenced to Translive.
8.2 All Intellectual Property Rights in any documents that you provide to Translive for performance of the Services shall at all times remain with the Customer.
9.1 Translive 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 Translive by the Customer and any other confidential information concerning the Customer's business, its products and services which Translive may obtain.
9.2 Translive shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging Translive's obligations under the Contract, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this condition as though they were a party to the Contract.
9.3 Translive party may also disclose such of the Customer's confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction. This condition 9 shall survive termination of the Contract.
10. LIMITATION OF LIABILITY
10.1 Nothing in these Conditions shall limit or exclude Translive's liability for:
10.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
10.1.2 fraud or fraudulent misrepresentation; or
10.1.3 breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
10.2 Subject to condition 10.1, if you are a business:
10.2.1 Translive shall under no circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract;
10.2.2 Translive's total liability to you in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the Charges paid for the Services; and
10.2.3 the terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
10.3 Subject to condition 10.1, if you are a consumer (not a business):
10.3.1 Translive is responsible for loss or damage you suffer that is a foreseeable result of our breach of these Conditions or our negligence. Loss or damage is foreseeable if they were an obvious consequence of our breach or if they were contemplated by you and us at the time we entered into this Contract; and
10.3.2 we only supply the Services for domestic and private use. You agree not to use the Services for any commercial, business or re-sale purpose, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
10.4 This condition 10 shall survive termination of the Contract.
11.1 Without limiting its other rights or remedies, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
11.1.1 the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 7 days of that party being notified in writing to do so;
11.1.2 (being a natural person) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;
11.1.3 (being a natural person) is declared bankrupt or makes any arrangement with or for the benefit of his creditors or has a county court administration order made against him under the County Court Act 1984;
11.1.4 enters into compulsory or members voluntary liquidation or passes a resolution for voluntary winding up or its directors convene a meeting of shareholders for that purpose (save for the purposes of solvent amalgamation or reconstruction where the amalgamated or reconstructed company agrees to adhere to this agreement);
11.1.5 as an administrative receiver or receiver appointed over all or any part of its assets or undertaking;
11.1.6 suspends, or threatens to suspend, payment of its debts, is unable to pay its debts as they fall due, admits inability to pay its debts or (being a partnership) has any partner to whom any of the foregoing apply or who is declared bankrupt;
11.1.7 is the subject of any judgment or order made against it or is the subject of any execution, distress, sequestration or other process levied upon or enforced against any of its assets;
11.1.8 has any action, step, legal proceedings or other procedure taken in respect of it by its directors, shareholders, bankers, creditors or any person seeking to appoint a liquidator or an administrator or takes any such act or step itself;
11.1.9 ceases or threatens to cease to carry on business; or
11.1.10 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 11.1.2 to condition 11.1.9 (inclusive);
11.1.11 the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business; or
11.1.12 the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.
12. CONSEQUENCES OF TERMINATION
On termination of the Contract for any reason the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall be unaffected and conditions which expressly or by implication survive termination shall continue in full force and effect.
13.1 Translive shall not be liable to the Customer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event. If a Force Majeure takes place that affects the performance of our obligations under these Conditions we will contact you as soon as reasonably possible to notify you.
13.2 We will only cancel the contract if the Force Majeure Event continues for longer than 2 weeks. If you are a consumer you may cancel the Contract if a Force Majeure Event takes place and you no longer wish us to provide the Services. Please see your cancellation rights under condition 3.3.
13.3 Translive may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights and obligations under the Contract.
13.4 The Customer shall not, without the prior written consent of Translive, assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract.
13.5 Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or such other address as that party may have specified to the other party, and shall be delivered personally, sent by pre-paid first class post, commercial courier, fax or e-mail.
13.6 A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in condition 13.5; if sent by pre-paid first class post at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by fax or e-mail, one Business Day after transmission.
13.7 If any provision or part-provision of this Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
13.8 A waiver of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict its further exercise of that or any other right or remedy.
13.9 Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, nor constitute either party the agent of the other for any purpose.
13.10 A person who is not a party to the Contract shall not have any rights to enforce its terms.
13.11 Except as set out in these Conditions, no variation of the Contract shall be effective unless it is agreed in writing and signed by the parties.
13.12 This Contract, and any dispute or claim arising out of or in connection with it shall be governed by, and construed in accordance with the law of England and Wales.
13.13 Each party irrevocably agrees that the courts of England and Wales shall have non-exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract.
Last updated: February 2014.