Terms & Conditions
a) Sections 1 and 2 apply to You. b) Section 3 does not apply to You. If You are a not a consumer (You will not be a consumer if You are a business or if You are operating a business account): a) Sections 1 and 3 apply to You. b) Section 2 does not apply to You.
1 – GENERAL - THE FOLLOWING CLAUSES IN THIS SECTION 1 APPLY TO BOTH CONSUMERS AND NON-CONSUMERS.
1.1
THESE TERMS The “Terms”: these are the terms and conditions on which We supply Services to You.
1.2
Why You should read them. Please read these Terms carefully before You submit Your Order to Us. These Terms tell You who We are, how We will provide Services to You, how You and We may change or end the Contract, what to do if there is a problem and other important information. If You think that there is a mistake in these Terms, please contact Us to discuss.
2 - INFORMATION ABOUT US AND HOW TO CONTACT US
2.1
“We/Our/Us”: GLOBAL VOICES LTD., a company incorporated and registered in Scotland. Our company registration number is SC270103 and Our registered office is at Unit A, Logie Court, Innovation Park, Stirling, FK9 4NF, United Kingdom. Our registered VAT number is 842 988 380. We may also trade as LONDON TRANSLATIONS or GEMINI TRANSLATIONS.
2.2
How to contact Us. We have offices located in several parts of the world. In order to facilitate easier communication You can contact the office that is nearest to You. You can contact Us at: United Kingdom Number: +(44) 0845 130 1170 E-Mail: info@globalvoicesmedia.com Address: Unit A, Logie Court, Innovation Park, Stirling, FK9 4NF
3 - WHAT ARE WE DOING?
3.1
We supply translation, transcription, localisation, interpretation, voiceover, video editing, subtitling, desktop publishing and other associated services.
3.2
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.
3.3
“Confidential Information”: means any information (however recorded or preserved) that is disclosed either by You to Us or by Us to You in connection with the Services and includes, but is not limited to, (i) any information that would be regarded as confidential by a reasonable business person, and (ii) any information relating to either parties customers, clients, suppliers, operations, processes, know-how, designs, trade secrets or software.
3.4
“Contract”: when We refer to the “Contract” in these Terms, this means the Contract between You and Us and includes the Order, the Quotation, and these Terms.
3.5
“Customer Content”: means any text, graphics, images, sound, videos, documents (physical or electronic) or data made available by You to Us for the purposes of Us delivering the Services to You.
3.6
“Data Controller”: has the meaning given to it in the Data Protection Act.
3.7
“Data Processor”: has the meaning given to it in the Data Protection Act.
3.8
“Data Protection Act”: means the Data Protection Act 1998 as amended, updated, or superseded from time to time.
3.9
"Data Subject”: has the meaning given to it in the Data Protection Act.
3.10
“Order”: 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.
3.11
“Quotation”: 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.
3.12
“Services”: the supply of, but not limited to, translation, transcription, localisation, interpretation, voiceover, legalisation, certification, and/or desktop publishing services and other associated services will comprise the Services. The Services We will supply are set out in the Order.
4 - OUR CONTRACT WITH YOU
4.1
How We will accept Your Order. Our acceptance of Your Order will take place when You accept the Quotation and We tell You that We are able to supply You with the Services, at which point a Contract will come into existence between You and Us. Please allow approximately two (2) working days for Us to confirm Your Order.
4.2
Making sure Your Order is accurate. You must check Your Order carefully to ensure that it is complete and accurate. In particular, You must ensure all Services that You wish to purchase from Us are accurately provided for in Your Order. Please ensure that the Quotation reflects the Order.
4.3
If We cannot accept Your Order. If We are unable to accept Your Order, We will inform You of this and will not charge You for the Services.
4.4
Your Order number. We will assign an Order number to Your Order and will tell You what it is when We accept Your Order. It will help Us if You can tell Us the Order number whenever You contact Us about Your Order.
5 - THE SERVICES
5.1
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.
5.2
Date of Delivery. 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 15.4 & clause 27. 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 of Customer Content.
5.3
Form of Delivery. 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.
5.4
Pickup. If We notify you that the deliverables pursuant to the Order are complete and ready for collection, transmission, or delivery then You may opt to collect the deliverables at Our premises. You must notify Us, and We will confirm to You, whether collection of the deliverables from Our premises is possible. Collection times are between 9:00AM and 4:00PM GMT Monday to Friday, excluding statutory holidays in Scotland.
5.5
Warranty in relation to the Services. (a) 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. (b) 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. (c) 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. (d) 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. (e) 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. (f) 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. (g) 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. (h) 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. (i) 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.
5.6
We shall not be liable for a breach of any of the warranties under clause 5.4 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.
6 - YOUR RIGHTS TO MAKE CHANGES
6.1
f 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.
7 - OUR RIGHTS TO MAKE CHANGES
7.1
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.
7.2
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.
8 - PROVIDING THE SERVICES
8.1
Delivery costs. The costs of delivery, if applicable, will be as set out in Your Order.
8.2
When We will supply the Services. 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.
8.3
If You do not provide Us with information We require. 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.
9 - PRICE OF THE SERVICES
9.1
Where to find the price for the Services. The price for the Services will be the price set out in the Order.
9.2
How You must pay. We accept payment by credit card, debit card, or BACS transfer but we do not accept cheques.
10 - HOW WE MAY USE YOUR PERSONAL INFORMATION
10.1
How We will use Your personal information. We will use the personal information You provide to Us: (a) to supply the Services to You; (b) to process Your payment for the Services; and (c) if You agree to this, to inform You about similar Services that We provide, but You may stop receiving these communications at any time by contacting Us.
10.2
We will only give Your personal information to third parties where the law either requires or allows Us to do so or for the purposes of debt collection.
11 - CONFIDENTIALITY
11.1
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.
11.2
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.
11.3
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.
12 - INTELLECTUAL PROPERTY
12.1
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.
12.2
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.
12.3
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.
12.4
Unless otherwise agreed in the Contract, We hereby waive and shall procure that any personnel, employees, contractors, and agents engaged by Us shall waive the right to be identified as the author of any work which that person creates and to object to derogatory treatment of that work pursuant to Section 78 of the Copyright, Designs and Patents Act 1978 as amended, updated, or superseded from time to time.
13 - DATA PROTECTION
13.1
You accept and acknowledge that for the purposes of Data Protection, You are the Data Controller and We are the Data Processor in respect of any Personal Data.
13.2
We shall process the Personal Data only in accordance with Your instructions from time to time and shall not process the Personal Data for any purposes other than those arising out of the supply of the Services and as otherwise expressly authorised by You.
13.3
We shall take reasonable steps to ensure the reliability of all of Our employees who have access to the Personal Data.
13.4
Each party warrants to the other that it will process the Personal Data in compliance with all relevant laws, enactments, regulations, orders, standards or other similar instruments.
13.5
We warrant that to You that, having regard to the state of technological development and the costs of implementing any measures, We will take appropriate technical and organisational measures against unauthorised or unlawful processing of Personal Data and against the accidental loss or destruction of, or damage to, Personal Data and We will take reasonable steps to ensure compliance with those measures.
13.6
Each party agrees to indemnify and keep indemnified and defend at its own expense the other party against all costs, claims, damages or expenses incurred by the other party or for which the other party may become liable due to any failure by the first party to its employees or agents to comply with any of its obligations under this clause 13.
13.7
You acknowledge that We are reliant on You for direction as to the extent to which We are entitled to use and process Personal Data. Consequently, We will not be liable for any claim brought by a Data Subject arising from any action or omission by Us, to the extent that such action or omission resulted directly from Your instructions.
14 - OTHER IMPORTANT TERMS
14.1
Notices must be in writing. If You are required to give Us a formal notice, or We are required to give You a formal notice, under the Contract, it must be in writing. That notice must be sent by first class post to: (a) Us, at Our address (see clause 2); or (b) You, at the address You have given Us.
14.2
When is a notice deemed to be received. If a notice was sent by first class post, it will be deemed to be received two (2) days (excluding weekends or bank/public holidays in Scotland) after posting (not counting the day it was posted).
14.3
We may transfer this agreement to someone else. We may transfer Our rights and obligations under these Terms to another organisation. We will contact You to let You know if We plan to do this.
14.4
You need Our consent to transfer Your rights to someone else. You may only transfer Your rights or Your obligations under these Terms to another person if We agree to this in writing. We may not agree.
14.5
Nobody else has any rights under the Contract. This Contract is between You and Us. No other person shall have any rights to enforce any of its Terms.
14.6
If a court finds part of the Contract illegal, the rest will continue in force. Each of the clauses of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
14.7
Even if We delay in enforcing the Contract, We can still enforce it later. If We do not insist immediately that You do anything You are required to do under these Terms, or if We delay in taking steps against You in respect of Your breaking the Contract, that will not mean that You do not have to do those things and it will not prevent Us taking steps against You at a later date. For example, if You miss a payment and We do not chase You but We continue to supply/deliver the Services, We can still require You to make the payment at a later date.
14.8
Which laws apply to the Contract and where You may bring legal proceedings. These Terms are governed by the law of Scotland and You may bring legal proceedings in respect of the Services in the Scottish courts.
SECTION 2 – CONSUMERS - 15. SUSPENSION OF THE DELIVERY OR SUPPLY OF SERVICES
15.1
Reasons We may suspend the delivery/supply of Services to You. We may have to suspend the supply of the Services because: (a) We have to deal with technical problems or make minor technical changes; (b) update the Services to reflect changes in relevant laws and regulatory requirements; or (c) make changes to the Services as requested by You or notified by Us to You (see clause 7).
15.2
Your rights if We suspend the supply of Services. We will contact You in advance to tell You We will be suspending supply of the Services, unless the problem is urgent or an emergency. If We have to suspend the supply of Services for longer than one (1) month We will adjust the price so that You do not pay for Services while they are suspended. You may contact Us to end the Contract for the supply of Services if We suspend it, or tell You We are going to suspend it, in each case for a period of more than one (1) month and We will refund any sums You have paid in advance for the Services in respect of the period after You end the Contract. If We have provided You with some of the Services then We will refund to You an amount proportionate to the balance of the remaining Services.
15.3
We may also suspend supply of the Services if You do not pay. If You do not pay Us for the Services when You are supposed to (see clause 16) and You still do not make payment within two (2) calendar days of Us reminding You that payment is due, We may suspend supply of the Services until You have paid Us the outstanding amounts. We will contact You to tell You We are suspending supply of the Services. We will not suspend the Services where You dispute the unpaid invoice (see clause 16). We will not charge You for the Services during the period for which they are suspended. As well as suspending the Services We can also charge You interest on Your overdue payments (see clause 16).
15.4
We are not responsible for delays outside Our control. If Our delivery of the Services is delayed by an event outside Our control then We will contact You as soon as possible to let You know and We will take steps to minimise the effect of the delay. Provided We do this We will not be liable for delays caused by the event, but if there is a risk of substantial delay You may contact Us to end the Contract and receive a refund for any Services You have paid for but not received.
16. PAYMENT OF THE PRICE
16.1
When You must pay. You must pay for the Services when We deliver them to You or as specified in the Quote. (whichever is earlier).
16.2
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 Royal Bank of Scotland plc 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.
16.3
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.
16.4
We will pass on changes in the rate of VAT. If the rate of VAT changes between Your Order date and the date We supply the Services, We will adjust the rate of VAT that You pay, unless You have already paid for the Services in full before the change in the rate of VAT takes effect.
16.5
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
17. YOUR RIGHTS TO END THE CONTRACT
17.1
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.
17.2
What happens if You have good reason for ending the Contract. 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.
17.3
What happens if You end the Contract without a good reason. 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.
18. HOW TO END THE CONTRACT WITH US
18.1
Contact us. You may terminate the Contract by notifying Us in writing.
18.2
Right, Title, Interest. Right, title, and interest to the deliverables pursuant to the Services shall remain with Us until You have paid us the full price. If We have delivered to You some or all of the Services and payment by You to Us remains outstanding then until You have paid Us the full price for the Services You will hold the deliverables pursuant to the Services on Our behalf but will have no entitlement to use them.
19. OUR RIGHTS TO END THE CONTRACT
19.1
We may end the Contract if You break it. 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.
19.2
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.
19.3
We may withdraw the Services. 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.
20. IF THERE IS A PROBLEM WITH THE SERVICES
20.1
How to tell Us about problems. If You have any questions or complaints about the Services, please contact Us. Our contact details are set out in clause 2.2 above.
20.2
Your legal rights. The Services that We supply You are supplied online or off-premises and are of a bespoke and customised nature. Unlike regular contracts for services, the Services that We supply You do not attract a legal right of cancellation under the Consumer Rights Act 2015. Accordingly, We are informing You that if You enter into this Contract with Us then You may lose your legal right to cancel the supply of the Services.
21. OUR RESPONSIBILITY FOR LOSS OR DAMAGE SUFFERED BY YOU
21.1
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.
21.2
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.
21.3
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.
SECTION 3 – BUSINESSES - 22. EXCLUSION OF OTHER TERMS
22.1
These Terms will apply to the Contract between You and Us to the exclusion of any other terms or conditions that You seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
22.2
For administrative convenience You may use Your own pre-printed forms, You agree that no terms or conditions endorsed on, delivered with or contained in Your purchase Order, confirmation of Order, specification or any other document shall form part of the Contract between Us except to the extent any such terms and conditions are consistent with these Terms.
23. NON-DELIVERY OF THE SERVICES
23.1
We shall not be liable for any direct, indirect or consequential loss (all three of which Terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Services (even if caused by Our negligence), nor shall any delay entitle You to terminate the Contract unless such delay exceeds 30 working days.
23.2
If for any reason You fail to accept supply of any of the Services at the time provided for by these Terms, or We are unable to supply the Services on time because You have not provided appropriate instructions, documents, licences or authorisations then the Services shall be deemed to have been supplied and You shall be liable for all related costs and expenses.
23.3
The delivery of the Services, as recorded by Us, shall be conclusive evidence that You were supplied the Services.
23.4
Our liability for non-delivery of the Services shall be limited to resending the Services within a reasonable time or, at our discretion, issuing a credit note on a pro rata rate against any invoice raised for such Services.
24. CANCELLATION, REBOOKING, RESCHEDULING CHARGES
24.1
Cancellation charges. (a) For all Services, except interpretation, if You cancel the Services after We have accepted Your Order then You undertake to pay Us 50% of the total Order price no later than the next working day after the date You cancel Your Order and You will pay Us the balance of the Order no later than two (2) working days after the date that You cancelled the Order. (b) For interpretation Services only, We will indicate in the Quotation to You the cancellation charges that will apply in the event that You cancel Your Order with Us. By accepting a Quotation that includes interpretation Services You agree to be bound by any cancellation charges that We have detailed in that relevant Quotation.
24.2
Rescheduling charges. You may reschedule or suspend delivery of the Services by notifying Us. You accept that We may charge You for any part of the Services that We have delivered to You prior to the rescheduling or suspension of the Services plus an administration fee of £29.00 per working day while the Services are suspended. The Services may only be suspended by You for a maximum period of five (5) consecutive working days commencing on the next working day falling immediately after the original date of delivery specified in the Order.
24.3
Any administration fee added by Us to Your Order shall form part of the final price.
25. PAYMENT OF THE PRICE
25.1
The following definitions shall apply to this clause 25: (a) “Late Payment Compensation” means the fixed sum that We are entitled to charge You in respect of each individual Qualifying Debt (defined below), in accordance with section 5A of the Regulations (defined below). (b) “Late Payment Interest” means the statutory interest in relation to a Qualifying Debt (defined below) in accordance with section 4 and section 6 of the Regulations (defined below). (c) “Qualifying Debt” has the meaning given to it in section 3 of Regulations. (d) “Regulations” means the Late Payment of Commercial Debts (Interest) Act 1998, as amended by the Late Payment of Commercial Debts (Scotland) Regulations 2013/77 and the Late Payment of Commercial Debts (Scotland) Regulations 2015/226 (as amended or replaced from time to time). (e) “Statutory Period” means the period in which We become entitled to charge You Late Payment Interest in respect of a Qualifying Debt, in accordance with section 4 of the Regulations.
25.2
For the avoidance of doubt, the Regulations shall apply to the Contract.
25.3
Subject to clause 25.4, and unless otherwise agreed by Us in writing, payment of the price for the Services shall be paid in full and in cleared funds no later than twenty (20) working day following (i) the date that We issue Our invoice for the Services to You or, (ii) the date on which the deliverables pursuant to the Services delivered or deemed to be delivered (as the case may be) to You, whichever is earlier. Payment shall be made to the bank account nominated by Us in writing.
25.4
Time of payment shall be of the essence. Without limiting Our other rights in any way, We reserve the right to suspend supply of the Services and demand immediate payment for all Services which have been ordered or supplied if (a) any payment under any Contract between You and Us, or any Contract We have with any person associated with You, becomes overdue; or (b) We, in Our sole discretion, believe that You may be unable or unwilling to pay for the Services in accordance with these Terms.
25.5
All monies prospectively payable to Us under the Contract shall become immediately due on termination of the Contract, or on the termination of any other contract We have with any other person associated with You.
25.6
You shall make all payments due without any deduction whether by way of retention, set-off, counterclaim, discount, abatement or otherwise unless You have a valid court Order requiring Us to pay You an amount equal to such deduction.
25.7
If You fail to make any payment due to Us under the Contract by the due date for payment, then, in respect of each individual invoice or part thereof which remains unpaid by the due date for payment, such monies due to Us shall be deemed a Qualifying Debt.
25.8
In respect of each Qualifying Debt, and without limiting Our rights under clause 25, We shall be entitled to charge You Late Payment Interest upon each outstanding invoice, accruing on a daily basis, over the Statutory Period.
25.9
In respect of each Qualifying Debt, once the Late Payment Interest begins to run in accordance with clause 25, We shall be entitled to charge you Late Payment Compensation upon each outstanding invoice.
26. LIMITATION OF LIABILITY
26.1
The following provisions set out Our (including any liability for the acts or omissions of its employees, agents and sub-Contractors) entire financial liability to You in respect of: (a) any breach of the Contract; (b) Your use of the Services, or of any product incorporating any of the Services; and (c) any representation, statement or delictual act or omission including Our (including Our agents) negligence arising under or in connection with the Contract.
26.2
All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
26.3
Nothing in these Terms excludes or limits Our liability for: (a) death or personal injury caused by Our (including Our agents) negligence; or (b) any matter in respect of which it would be illegal for Us to exclude or attempt to exclude its liability; or (c) fraud or fraudulent misrepresentation.
26.4
Our total liability in Contract, delict (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with Our (including Our agents’ or suppliers’) performance or contemplated performance of the Contract shall be limited to the price specified in the Order (whether in whole or part).
26.5
We shall not be liable to You for loss of profit, loss of business, or depletion of goodwill in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.
27. FORCE MAJEURE
27.1
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.
28. PERSONAL LIABILITY OF DIRECTORS
28.1
If You are a limited company, a limited liability partnership, a trust or an unincorporated voluntary association, Your directors/members/trustees/office bearers (as the case may be) each personally, jointly and severally, unconditionally and irrevocably (until all sums payable by You have been paid to Us) (a) guarantee the payment of all sums due to Us; (b) indemnify and hold Us harmless in respect of any losses sustained by Us as a result of trading with You; and (c) agree that the foregoing guarantee and indemnity shall not be discharged or affected by (i) anything that would not have discharged or affected them if they had been a principal debtor instead of a guarantor; or (ii) Our waiver or failure to enforce any of Our rights in the Contract.
29. ARBITRATION
29.1
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 arbitration under the London Court of International Arbitration (“LCIA”) Rules, which Rules are deemed to be incorporated by reference into this clause.
29.2
The number of arbitrators shall be one (1).
29.3
The seat, or legal place, of arbitration shall be Edinburgh, Scotland.
29.4
The language to be used in the arbitral proceedings shall be English.
29.5
For the avoidance of doubt, the governing law of the Contract shall be the substantive law of Scotland.
30. NON-CIRCUMVENTION
30.1
You shall not (and shall procure that none of Your representatives, agents, employees, subsidiaries, or group companies) at any time during the term of this Contract and for a period of two (2) years immediately following the termination or expiry of this Contract independently engage with any of Our officers, agents, employees for the provision or supply, directly or indirectly, of Services.
30.2
If You, directly or indirectly, circumvent the provisions of this clause 30 at any time during the period set out in clause 30.1 then We shall, without prejudice to any other rights or remedies available to Us in these Terms or under common law, be entitled to compensation equal to the maximum fee that We would have received in connection with the provision of Services plus any and all professional fees and expenses, including any and all legal fees incurred by Us in connection with the recovery of such compensation and You shall pay Us the compensation detailed in this clause 30.2 in clear and immediately available funds no later than five (5) working days after the completion, or entering into, of any transaction, agreement, or arrangement in contravention of clause 30 to an account nominated by Us and notified to You from time to time.