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1. Definitions and Interpretation

1.1 In these Conditions, the following terms shall have the following meanings, unless the context otherwise requires:

“Acceptance” means the Customer’s acceptance of a Quotation;
“Business Day” means any day outside weekends and UK bank holidays between 8.00 a.m. and 6.00 p.m. (GMT);
“Charges” means the charges payable for the Services by the Customer to the Supplier as set out in the Quotation, or as otherwise agreed between the parties in writing;
“Conditions” means these standard terms and conditions of service;
“Confidential Information” means in respect of either party, confidential information (in any form) which concerns that party or its business or finances which that party discloses to the other in connection with the Services;
“Customer” means the company, firm, body or person to whom the Quotation is addressed;
“Customer Data” as defined in condition 11;
“Customer Personal Data” as defined in condition 10;
“Deliverables” means the output of the Services, including the Translated Works;
“Good Industry Practice” means the exercise of that degree of skill, care, diligence prudence and foresight that would reasonably be expected from a skilled and experienced person providing services the same as or similar to those set out in the Supply Contract and under the same or similar circumstances and terms and conditions as those envisaged by the Supply Contract;
“Intellectual Property Rights” means patents, copyright, database rights, registered designs, design rights, utility model rights, registered trade marks, rights in unregistered trade marks, rights in know how and inventions and all other industrial or intellectual property rights (whether registered or not and including all rights to apply for any such registered rights) arising anywhere in the world;
“Original Works” means the documents, files, materials and works provided by the Customer to the Supplier for the purposes of carrying out the Services;
“party” means the Customer or the Supplier and “parties” means both of them;
“Quotation” means a written quotation issued by the Supplier, which includes details of the services the Supplier offers to supply and the charges payable;
“Service Sheets” means the Supplier documents setting out the descriptions, boundaries and acceptable quality levels of the services the Supplier offers to supply, which are referred to in, and form part of, the Quotation;
“Services” means the services to be provided, or which are provided, by the Supplier pursuant to the Supply Contract;
“Supplier,” means Lingo24 Limited (company number SC222407) whose registered office is at 18 Torphichen Street, Edinburgh, EH3 8JB, Scotland;
“Supply Contract” means the contract between the Customer and the Supplier for the supply of Services formed by a Quotation and Acceptance as described in condition 2.2, of which these Conditions form part; and
“Translated Works” means the translations of the Original Works prepared by the Supplier in the course of providing the Services and provided to the Customer.

1.2 The headings are for convenience of reference only and shall not affect the construction or interpretation of these Conditions.

1.3 The word “including” shall be understood to mean “including without limitation” and the word “includes” shall be understood to mean “includes without limitation“.

2. Supply Contract

2.1 On request, the Supplier will issue a Quotation. Each Quotation is an offer from the Supplier to the Customer to supply the services set out therein, at the charges set out therein, subject to these Conditions and all other terms and conditions included or referred to therein, including the Service Sheets. Each Quotation shall remain open for acceptance for 30 days from the date of that Quotation, after which it shall be deemed to be withdrawn.

2.2 When the Customer accepts a Quotation (which it may do my email or otherwise as agreed with the Supplier) a contract comes into existence between the Supplier and the Customer which comprises that Quotation, Acceptance of that Quotation and these Conditions (the “Supply Contract”).

2.3 The Customer may from time to time issue a purchase order to the Supplier following upon a Quotation. If the Customer issues such a purchase order, it does so for administrative purposes of the Customer and/or to enable the Supplier to issue invoices to the Customer under the Supply Contract and/or for other similar reasons and no such purchase order forms part of the Supply Contract or any other contract between the parties.

2.4 The only standard terms and conditions which apply to the Supply Contract are these Conditions. Any standard terms or conditions of the Customer’s included, or attached or referred to, in any correspondence or other documentation sent by the Customer to the Supplier (including a purchase order or Acceptance), shall be of no effect and shall not form part of the Supply Contract.

2.5 Information provided in the Supplier’s brochures, catalogues or other published material other than Service Sheets is a general description only and does not form part of the Supply Contract.

2.6 In the event of any conflict between any parts of the Supply Contract, the documents constituting the Supply Contract shall have priority in the following order:
2.6.1 the Quotation and the Service Sheets ;
2.6.2 the Conditions;
2.6.3 the Acceptance.

3. Supplier Obligations

3.1 The Supplier shall provide the Services in all material respects in accordance with the Supply Contract.

3.2 The Supplier shall use all reasonable endeavours to meet any delivery dates for the Services in the Supply Contract but such dates are estimates only and, unless otherwise expressly agreed by the Supplier in writing, are not binding on the Supplier.

4. Customer Obligations

4.1 The Customer shall at all times during the continuance of the Supply Contract:
4.1.1 obtain and maintain all consents, permissions and licences necessary to enable the Supplier to perform its obligations under the Supply Contract;
4.1.2 provide sufficient and accurate information and materials to the Supplier as reasonably requested by the Supplier in the provision of the Services and performance of its obligations under the Supply Contract; and
4.1.3 have all requisite corporate power and authority to enter into and perform the Supply Contract.

4.2 In the event the Customer requires the Supplier to provide the Services on Customer’s premises, or any other premises designated by the Customer, the Customer shall:
4.2.1 assign members of staff with suitable skill and experience to be responsible for the Supplier’s activities;
4.2.2 provide such access to premises, systems and other facilities which may be reasonably required by the Supplier; and
4.2.3 ensure that all necessary safety and security precautions are in place.

4.3 The Customer agrees, upon demand, to indemnify the Supplier (which includes its employees, agents and sub-contractors), and keep the Supplier indemnified, from all claims, liabilities, losses, damages, injury, costs and expenses of whatever nature suffered by the Supplier relating to the Original Works, including any claim relating to breach of any third party Intellectual Property Rights by such Original Works.

5. Charges and Payment

5.1 The Customer shall pay the Charges in the currency stated in the Quotation, unless otherwise expressly agreed in writing between the parties.

5.2 Charges are stated exclusive of value added tax and any other sales tax or duty which shall be added to the Charges, and paid by the Customer where applicable. The Customer shall pay all required taxes in the Customer’s jurisdiction for which the Customer is liable.

5.3 If the Customer is required by law to make any deductions or withholdings from any Charges, the Customer shall pay to the Supplier such additional sums as will ensure that the Supplier receives the same total amount of Charges as it would have received had the said withholdings and deductions not been made.

5.4 Any discounts included in the Charges are only applicable if payment is made timeously in accordance with the Supply Contract.

5.5 Payment of the Charges shall be made in full, in cleared funds, within 30 days from the date of the Supplier’s invoice. All payments shall be made without deduction or set-off.

5.6 Failure by the Customer to pay any invoice timeously under the Supply Contract, without prejudice to any other right the Supplier may have, shall entitle the Supplier to suspend further work both on the Supply Contract and on any other contract with the Customer.

5.7 The Supplier reserves the right to charge interest on overdue amounts, such interest to be calculated daily, from the due date until payment, at the rate of 8 per cent per year above the published base rate of the Bank of England on the amount outstanding.

5.8 Should the Customer wish to dispute any invoice issued by Supplier, it may do so in good faith and on reasonable grounds, but only provided it notifies Supplier no later than 14 days after receipt of that invoice and at the same time, provides Supplier with details of the reasons for the dispute.

6. Warranties and Remedy Period

6.1 The Supplier shall provide the Services using reasonable skill and care in accordance with good industry practice, using appropriate and suitably qualified translators and other personnel.

6.2 The Supplier shall use reasonable endeavours to provide Deliverables which meet the standards and requirements set out in the Supply Contract.

6.3 For a period of 30 days after any Deliverables are delivered by the Supplier, if the Customer notifies the Supplier that any of those Deliverables are defective or contain errors, provided the Customer gives sufficient details of such defects or errors, the Supplier shall use its reasonable endeavours to remedy such defects or errors and re-deliver the corrected Deliverables to the Customer. Notwithstanding the foregoing, the Supplier shall not be obliged to fix any issues with the Deliverables identified by the Customer provided those Deliverables comply with the Supply Contract. However, if the Supplier chooses to make any changes requested by the Customer, the Supplier may charge the Customer for such work.

6.4 Except as expressly otherwise provided in the Supply Contract, the Supplier does not warrant or represent that the Deliverables, including the Translated Works, will meet the Customer’s specific purposes or requirements or that they will be error free, nor does it give any warranties as to their accuracy, correctness, reliability or otherwise.

6.5 Except as expressly otherwise provided in the Supply Contract, no warranty, condition, undertaking or term, expressed or implied, statutory or otherwise as to the condition, quality, performance or fitness for purpose of the Deliverables or the Services is given by the Supplier and all such warranties, conditions, undertaking and terms are excluded to the fullest extent permitted by law.

6.6 The Customer acknowledges that any Original Works and Translated Works submitted by and to the Customer over the Internet cannot be guaranteed to be free from the risk of interception, even if transmitted in encrypted form, and that the Supplier has no liability for the loss, corruption or interception of any Original Works or Translated Works.

7. Limitation of Liability

7.1 Save in respect of (i) death or personal injury resulting from the Supplier’s negligence (ii) fraud or (iii) any other liability which cannot by law be excluded or limited, (for all of which the Supplier’s liability is not limited), the Supplier’s liability to the Customer in respect of the provision of the Services and/or the Deliverables and/or otherwise arising out of the Supply Contract howsoever shall be limited as follows:
7.1.1 the Supplier shall not be liable for loss, damage, costs or expenses resulting from any claim made against the Customer by a third party;
7.1.2 the Supplier shall not be liable for loss of profits, loss of contracts, loss of revenue, damage to the Customer’s reputation or goodwill, or loss of anticipated savings (whether direct or indirect);
7.1.3 the Supplier shall not be liable for any indirect or consequential loss or damage whatsoever; and
7.1.4 the Supplier’s aggregate liability to the Customer shall not exceed the charges paid to the Supplier by the Customer under the Supply Contract.

7.2 The Supplier shall have no liability to the Customer for any claim arising out of or connected with the Supply Contract unless the Customer provides the Supplier, in writing, with details of its claim within 12 months of delivery of the last Deliverable to be delivered under the Supply Contract.

7.3 The Deliverables are prepared solely for the use of the Customer. They are not permitted to be used or relied on by any other person. The Supplier accepts no liability or responsibility, and expressly disclaims all liability and responsibility whatsoever, to any person other than the Customer in respect of the Deliverables. Should the Customer pass any of the Deliverables to any third party for their use, the Customer shall bring the Supplier’s said disclaimer to the attention of that third party.

7.4 The Supplier shall have no liability for any failure to provide the Services, or any delay in providing the Services, caused by an act or omission of the Customer or its employees or agents.

8. Intellectual Property

8.1 All Intellectual Property Rights (including, but not limited to copyright) in the Original Works and, subject to full payment of the Charges for the relevant Services, the Translated Works, shall vest in the Customer.

8.2 The Customer grants to the Supplier (and its employees, agents and sub-contractors) a license to use the Original Works and the Translated Works for the purposes of providing the Services to the Customer, which licence includes the right to hold and store the Original Works and the Translated Works after the Services have been provided, in accordance with the terms of these Conditions.

8.3 The Supplier may use the Customer’s company name, trade marks and trade names in order to publicise the fact that the Customer is a customer of the Supplier.

8.4 Except as expressly provided in this condition 8, neither party assigns or licences any Intellectual Property Rights to the other.

8.5 The Customer warrants that the Original Works do not, and will not, infringe, any Intellectual Property Rights of any third party and that by using the Original Works in the performance of the Services the Supplier shall not infringe any Intellectual Property Rights of any third party.

9. Confidentiality

9.1 Subject to condition 9.3, and (for the Supplier) save as necessary in order for the Supplier to provide the Services, neither party may use any of the other party’s Confidential Information.

9.2 Subject to condition 9.3, neither party may disclose to any other person any of the other party’s Confidential Information.

9.3 Either party may disclose the Confidential Information of the other:
9.3.1 when required to do so by law or any regulatory authority, provided that party required to disclose the Confidential Information, where practicable and legitimate to do so:
(a) promptly notifies the other party of any such requirement; and
(b) co-operates with the other party regarding the manner, scope or timing of such disclosure or any action the other party may take to challenge the validity of such requirement.
9.3.2 to its (or any of its associated companies’) personnel, contractors and agents or any person whose duties reasonably require such disclosure, on condition that that party ensures that each such person to whom such disclosure is made:
(a) is informed of the obligations of confidentiality under these Conditions; and
(b) complies with those obligations as if they were bound by them.

9.4 The obligations of confidentiality contained within this condition 9 shall survive termination of the Supply Contract howsoever caused.

10. Protection of Personal Data

10.1 In this condition 10, the following terms shall have the following meanings:
10.1.1 “Data Protection Laws” means all laws from time to time applicable to the processing of personal data under the Supply Contract, including to the extent applicable, from time to time, the UK Data Protection Act 2018, and the EU General Data Protection Regulation (Regulation EU 2016/679);
10.1.2 “controller“, “processor“, “data subject“, “personal data“, “processing” (and “process“) shall have the meanings set out in the Data Protection Laws;

10.2 Should the Customer provide the Supplier with any personal data for processing by the Supplier on the Customer’s behalf as part of the Services (“Customer Personal Data“), to the extent that the Supplier is the “processor” of that personal data in accordance with the Data Protection Laws, the following terms of this condition 10 shall apply.

10.3 The Supplier shall only process the Customer Personal Data for the purpose of the Services and only on the Customer’s instructions.

10.4 The Supplier will only transfer Customer Personal Data outside of the European Economic Area where the Supplier has put in place appropriate safeguards as required under the Data Protection Laws in respect of Customer Personal Data.

10.5 The Supplier may subcontract parts of the Services to subcontractors (as further described in condition 17.2) and if it does so, such subcontractors will be sub-processors of the Customer Personal Data. All such sub-processors will have contracts in place with the Supplier regarding data processing on the Supplier’s behalf.

10.6 If the Supplier believes or becomes aware that its processing of the Customer Personal Data is likely to result in a high risk to the data protection rights and freedoms of data subjects, the Supplier shall inform the Customer and provide reasonable cooperation to the Customer in connection with any data protection impact assessment that may be required under the Data Protection Laws.

10.7 The Supplier shall provide reasonable and timely assistance to the Customer, on request, to enable the Customer to respond to:
10.7.1 any request from a data subject to exercise any of its rights under Data Protection Laws in respect of the Customer Personal Data; and
10.7.2 any other correspondence, enquiry or complaint received from a data subject, regulator or other third party in connection with the processing of the Customer Personal Data. In the event that any such request, correspondence, enquiry or complaint is made directly to the Supplier, the Supplier shall promptly inform the Customer providing full details of the same.

11. Customer Data

11.1 The Supplier shall hold the following data on the Customer’s behalf:
11.1.1 Translation Memory Database – containing previous translations prepared for the Customer either which the Supplier has prepared or which the Customer has provided to the Supplier at on-boarding or as part on on-going synchronisation;
11.1.2 Glossary Bank – containing terms approved or rejected by the Customer that should or should not be included by the Supplier within the Customer’s translations; and
11.1.3 Source / Target Files – a copy of source and target files the Supplier has translated on the Customer’s behalf, so they are available to download through the Supplier’s online customer portal or on the Supplier’s File Transfer Protocol (FTP) service (all of the foregoing collectively being “Customer Data“).

11.2 The Supplier shall hold the Customer Data for at least two (2) years from when the Customer last received a Deliverable from the Supplier under the Supply Contract. Thereafter the Supplier may retain or destroy such Customer Data in accordance with its own data retention policy from time to time. On request from the Customer at any time, the Supplier will securely dispose of Customer Data stored in its systems on the Customer’s behalf except that the foregoing shall not apply (i) to the extent that the Supplier is required by applicable law or by its own data retention policy to retain such data, or (ii) to such data as the Supplier has archived on back-up systems.

12. Security of Data

12.1 The Supplier shall implement technical and organisational measures, as set out online at https://www.lingo24.com/about/security, (which may be amended and updated from time to time,) to protect Customer Data and Customer Personal Data from (i) accidental or unlawful destruction, and (ii) loss or alteration or unauthorised disclosure or access (a “Security Incident“).

12.2 Upon becoming aware of a confirmed Security Incident, the Supplier shall inform the Customer without undue delay and, in respect of Customer Personal Data, shall provide reasonable information and cooperation to the Customer so that the Customer can fulfil any data breach reporting obligations it may have under (and in accordance with the timescales required by) the Data Protection Laws.

12.3 In response to a confirmed Security Incident, the Supplier shall further take reasonably necessary measures and actions to remedy or mitigate the effects of the Security Incident and keep the Customer informed of all material developments in connection with the Security Incident.

12.4 The Supplier has an online portal available at http://security.lingo24.com to allow the Customer to make data requests, manage impact assessments and report potential security incidents. This can be accessed at any time and requires the Customer to sign-up for free so the Supplier can validate and manage the Customer’s request.

13. Contract Changes

13.1 Each Quotation is provided by the Supplier on the basis of the briefings, descriptions of any relevant source material, the described purpose of the service, source files, material, instructions and information provided by the Customer. Where in Lingo’s opinion such material, information or instructions turn out to be materially inadequate, inaccurate or misleading, the Supplier may make such changes to the Supply Contract, including as to the price, as are reasonably necessary, on notice to the Customer.

13.2 If the Customer desires to change the Supply Contract, the Customer shall provide the Supplier with a change request in writing, describing the changes proposed. The Supplier shall provide the Customer with an estimate of additional charges and any other changes to the Supply Contract required in order to make the change. No change to the Supply Contract shall be binding on either party unless both parties have agreed to it in writing.

14. Termination and Consequences of termination

14.1 The Supplier shall be entitled to terminate the Supply Contract immediately by written notice to the Customer if:
14.1.1 the Customer commits a material breach of the Supply Contract and, in the case of such a breach which is capable of remedy, the Customer fails to remedy the same within 7 days of receipt of a written notice specifying the breach and requiring it to be remedied; or
14.1.2 the Customer makes any arrangement with or for the benefit of the Customer’s creditors or (being an individual or firm) become bankrupt or (being a company) becomes subject to an administrative order or goes into liquidation, or an encumbrancer takes possession or a receiver or manager is appointed over any of the Customer’s property or assets, or the Customer ceases or threatens to cease business, or an equivalent or analogous event occurs in any other jurisdiction.

14.2 Upon termination or expiry of the Supply Contract for any reason whatsoever:
14.2.1 the Supplier shall cease to perform the Services under that Supply Contract;
14.2.2 any sums outstanding shall remain due and payable by the Customer to the Supplier in accordance with the terms of this Agreement within 30 (thirty) days of the date of invoice and, in respect of Services supplied but for which no invoice has been submitted, the Supplier may submit an invoice for the appropriate Charges, which shall be payable within 30 (thirty) days of the date of invoice; and
14.2.3 each party shall return to the other any of the other party’s Confidential Information in its possession or control except to the extent relevant to any other contract still in force between them.

14.3 If the Customer terminates or cancels the Supply Contract early (except if termination is pursuant to condition 13.1), the full charges which would have been payable had the Supply Contract not been terminated early shall become immediately due and payable by the Customer to the Supplier, unless otherwise agreed by the Supplier in writing in advance.

14.4 Termination of the Supply Contract does not affect either party’s accrued rights, remedies and obligations at the date of termination or expiry or the continuation in force of any provision expressly stated to survive or implicitly surviving termination or expiry.

15. Dispute Resolution on quality

15.1 If any dispute arises between the parties with respect to the quality of the Translated Works provided as part of the Services by the Supplier, then such dispute shall, at the request of either party, be referred to a person agreed between the parties or (in default of agreement within 7 days of notice from either party) to a person chosen on the application of either party by the Chairman for the time being of the Institute of Translation and Interpreting. Such a person shall be appointed to act as an expert and not as an arbitrator, and the decision of that person shall be final and binding. The cost of such an expert shall be borne equally by the parties, unless such expert otherwise directs.

16. Ethical Behaviour

16.1 The Supplier shall:
16.1.1 comply with all applicable laws, relating to anti-bribery, anti-corruption and anti-slavery including but not limited to the Bribery Act 2010 and the Modern Slavery Act 2015 (“Relevant Requirements”) ;
16.1.2 have in place and comply with a code of conduct covering anti-bribery, anti-corruption and anti-slavery ;
16.1.3 promptly report to the Customer any breach or suspected or alleged breach of this condition 16; and
16.1.4 co-operate with any investigation or enquiry by or on behalf of the Customer or any governmental, regulatory or other body in relation to any allegation or suspicion of any offence under the Relevant Requirements relating to the performance of the Supply Contract.

17. Miscellaneous

17.1 The Supplier shall not be liable to the Customer for any delay in, or failure of, performance of its obligations under the Supply Contract arising from any cause beyond its reasonable control including act of God, government act, war, fire, flood, explosion or civil commotion.

17.2 Supplier’s business model involves using its subsidiary hubs and third party linguists as subcontractors to carry out the services under each Supply Contract. Details of its subsidiary hubs can be found at www.lingo24.com/about/security. Sub-contracting shall not in any way relieve the Supplier from its obligations to provide the Services and the Supplier shall be liable for each sub-contractor’s performance of the Services, as though performed by the Supplier. The Supplier may assign any or all of its rights and obligations under the Supply Contract.

17.3 Any notice to be given under these Conditions shall be in writing and may be delivered or sent by prepaid first class letter post, or e-mail to the address or email address of the parties set out in the Supply Contract or otherwise notified by one party to the other. Any notice shall be deemed served: if delivered, at the time of delivery; if posted, 48 hours after posting; and if sent by e-mail, at the time of transmission, provided in the case of email, that the email is sent also by post or delivered as set out above.

17.4 No waiver by the Supplier of any breach of the Supply Contract by the Customer shall be considered as a waiver of any subsequent breach of the same or any other provision.

17.5 The Supply Contract is the complete and exclusive statement of the agreement between the parties relating to the subject matter of the Supply Contract and supersedes all previous communications, representations and arrangements, written or oral, between the parties relating to that subject matter.  The Customer acknowledges that it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty or undertaking by any person, except as expressly provided in the Supply Contract.  The Customer agrees that the only rights and remedies available to it arising out of or in connection with such a statement, representation, warranty, or undertaking set out in the Supply Contract shall be for breach of contract.

17.6 These Conditions and the Supply Contract are subject to, and governed in accordance with the law of Scotland and both parties submit to, and accept, the jurisdiction of the Scottish courts in respect of all disputes arising here from or relating hereto.

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