These terms and conditions have been prepared by Lingo24 Limited for our current and prospective Clients. They apply to our service provision and purchases including but not limited to online and offline services.
1. Definitions and Interpretation
1.1. ‘Terms and Conditions’ means these standard terms and conditions as set out below.
1.2. The clause headings are for convenience of reference only and shall not affect the construction or interpretation of these Terms and Conditions.
1.3. References to ‘documents’, ‘records’, ‘books’ and ‘data’ shall include information contained in computer programs, disks, records or any other machine readable form or records kept other than in a legible form, but capable of being produced into a legible form.
1.4. The word ‘including’ shall be understood to mean ‘including without limitation’ and the word ‘includes’ shall be understood to mean ‘includes without limitation’.
1.5. In the event of any conflict between any parts of a Contract, the documents constituting the agreement between the parties shall have priority in the following order:
i. The Quotation
ii. The Statement of Work
iii. These Terms and Conditions.
1.6. ‘Confidential Information’ means information (in any form) which is confidential either to you or to us and which either you disclose to us or we disclose to you in connection with the Services.
1.7. ‘Intellectual Property Rights’ means any rights in or to any patent, copyright, database right, registered design, design right, utility model, trade mark, brand name, service mark, trade name, business name, chip topography right, know how or Confidential Information, Translation Memory and any other rights in respect of any other industrial or intellectual property, whether capable of being registered or not and including all rights to apply for any such rights.
1.8. ‘Order’ means an order for the Services provided by you from time to time in response to a quote.
1.9. ‘Original Works’ means the documents, files, materials and works provided by you for the purposes of carrying out the Services.
1.10. ‘Quotation’ means the statement setting out the estimated cost for a particular product or service.
1.11. ‘Services’ means translation services performed by us for you in response to an order and any other obligations we may have to you under the Contract.
1.12. ‘Statement of Work’ means the statement setting out the descriptions, boundaries and acceptable quality levels of the products and services we propose to supply.
1.13. ‘Translated Works’ means the documents, files, materials and works translated and produced from the Original Works in accordance with your instructions and provided to you by us.
1.14. ‘We, us, our,’ means Lingo24 Limited (company number SC222407) whose registered office is at 18 Torphichen Street, Edinburgh, EH3 8JB, Scotland.
1.15. ‘You, your’ means the company, firm, body or person to whom we are supplying the Services and Deliverables.
1.16. ‘Deliverables’ means all the products and the output of the Services supplied by us, including the Translated Works.
1.17. ‘Contract’ means the contract between the customer and us, and consisting of the Quotation and Statement of Work provided by us, and these Terms and Conditions.
1.18. ‘Data Protection Legislation’ means the Data Protection Directive 95/46/EC (as the same may be superseded by the General Data Protection Regulation 2016/679 (the “GDPR”)), the Privacy and Electronic Communications Directive 2002/58/EC and all national legislation implementing or supplementing the foregoing and all associated codes of practice and other guidance issued by any applicable data protection authority, all as amended, re-enacted and/or replaced and in force from time to time;
1.19. ‘Data’, ‘Controller’, ‘Processor’, ‘Data subject’, ‘Personal data’, ‘Processing’ (and ‘Process’) and ‘Special categories of personal data’ shall have the meanings set out in Data Protection Legislation.
2.1. The Contract will be subject to these Terms and Conditions. All Terms and Conditions appearing or referred to in the Order, or otherwise stipulated by you, shall have no effect. Any variation of the Contract must be confirmed in writing by us.
2.2. Information provided in our brochures, catalogues or other published material is a general description only and does not form part of the Contract.
3.1. Quotations are not binding on us and a Contract will only come into being when we issue a written confirmation of your Order, or when we deliver the Deliverables to you, whichever occurs first.
3.2. Our written quotations are given on the basis that the terms quoted will remain open for the placing of orders for 30 days from the date of the quotation.
3.3. Quotations are given on the basis of your description of the source material, the purpose of the translation and any other instructions. Such quotations may be amended at any time if, in our opinion, the description of the source materials is materially inadequate or inaccurate.
3.4. Each service to be delivered shall be detailed in a Statement of Work referencing these Terms and Conditions. These shall apply unless otherwise agreed by us in writing.
3.5. Each Statement of Work may incorporate specific Terms, Conditions and Disclaimers specific to the Individual Services proposed. These will typically indicate pre-existing conditions that must exist for the Service to be delivered. Disclaimed conditions may include, but are not limited to;
i. Un-editable source files
ii. Tight deadlines
iii. Lack of Briefing and Reference
iv. Lack of Review
3.6. If you desire to change an Order, you shall provide us with a change request in writing, describing the changes proposed. We shall provide you with an estimate of additional charges to modify the order. No change to any Statement of Work shall be binding on us unless we have agreed in writing.
3.7. The persons assigned by Lingo24 to perform the Services shall have appropriate technical and professional skills and experience to enable them to perform their duties in a professional and workmanlike manner, consistent with generally accepted industry standards for the performance of such Services.
4.1. The dates for delivery of the Translated Works, or the dates for carrying out the Services, are approximate only and, unless otherwise expressly agreed by us, time is not of the essence for delivery or performance, and no delay shall entitle you to reject any delivery or performance or to repudiate the Contract.
4.2. We will not be liable in any circumstances for the consequences of any delay in delivery or performance or failure to deliver or perform if the duration of the delay is not substantial or if the delay or failure is due to late delivery or performance or non-delivery or non-performance by suppliers or subcontractors, shortage of labour, an act of God, fire, inclement or exceptional weather conditions, industrial action, hostilities, governmental order or intervention (whether or not having the force of law) or any other cause whatever beyond our control or of an unexpected or exceptional nature.
4.3. Posting or delivery to a carrier (including post, facsimile, e-mail) for the purpose of transmission to you shall, for the purposes of the Contract, constitute delivery to you. Risk in the Translated Works shall pass to you on delivery.
4.4. We may deliver by installments in such quantities as we may reasonably decide; such installments shall be separate obligations and no breach in respect of one or more of them shall entitle the You to cancel any subsequent installments or repudiate this contract as a whole.
5. Price and Payment
5.1. Unless otherwise stated, prices are in the currency stated on the quotation and are exclusive of value added tax and any other tax or duty. We shall invoice you for all appropriate taxes and expenses for which we are liable to collect. You shall be liable to pay any penalties or interest on such taxes which are payable by us as a result of your delay in paying such taxes. You shall pay all required taxes in your jurisdiction for which you are liable.
5.2. Any discounts included on quoted prices are only applicable if invoices are paid within 30 days of receipt.
5.3. Price includes transmission to the address specified in our quotation or confirmation of Order.
5.4.1. Payment shall be made within 30 days from the date of invoice. All payments shall be made without deduction or set-off of bank charges.
5.4.2. Failure to pay any invoice in accordance with the foregoing terms, or other terms specified in the Contract, shall entitle us to suspend further work both on the same order, and on any other order from you, without prejudice to any other right we may have.
5.4.3. We reserve the right to charge interest on overdue accounts, such interest to be calculated daily on the amount outstanding at the rate of 8 per cent above the published base rate of the Bank of England.
5.5. Online Credit Card Payments
5.5.1. All online payments to us are subject to the following conditions:
5.5.2. We accept the following credit cards; Visa, MasterCard, American Express.
5.5.3. Credit card payments are secure:
i. Payments will be processed directly by Authorize.Net Merchant Services using Secure Socket Layer (SSL) technology,
ii. Credit card numbers are protected with a high level of encryption when transmitted over the internet,
iii. We do not have access to your credit card details.
i. If successful, we, or Authorize.Net will confirm that your payment was completed,
ii. If unsuccessful, we, or Authorize.Net will advise that your payment has failed. We will not be advised why a payment has failed, therefore, you should contact your credit card provider for details,
iii. If your payment fails, we will not process your order. Please use one of the other payment methods available.
5.5.5. We will confirm your payment details via email.
5.5.6. Cancellations and refunds are subject to clause 3.6.
6. Our Responsibility and Liability
6.1. The Services shall be carried out using reasonable skill and care in accordance with the standards of the industry.
6.2. We shall use all reasonable skill and care in selecting translators and other personnel used to produce the Translated Works and perform the Services.
6.3. No terms, conditions or warranties, whether express or implied, about the quality or fitness for purpose of the Services or the Translated Works shall be incorporated unless expressly set out in the Contract.
6.4. We shall incur no liability to you for innocent or negligent misrepresentation by virtue of any statement made by or on behalf of us prior to the Contract, whether orally or in writing, and you shall not be entitled to rescind the Contract on the grounds of any such misrepresentation.
6.5. We do not warrant that the Translated Works will meet your specific requirements and, unless otherwise agreed, we do not warrant that the operation of any Translated Works sent to you will be uninterrupted or error free. Furthermore, we do not warrant that or make any representation regarding the use of the Translated Works in terms of their accuracy, correctness, reliability or otherwise.
6.6. You acknowledge that any Original Works and Translated Works submitted by and to you over the Internet cannot be guaranteed to be free from the risk of interception, even if transmitted in encrypted form, and that we have no liability for the loss, corruption or interception of any Original Works or Translated Works.
6.7. Save in respect of death or personal injury resulting from our negligence and subject to clause 6.8, our liability to you in respect of the provision of the Services and / or the Translated Works shall be limited as follows:
6.7.1. We shall not be liable for loss of profits, business, contracts, revenue, damage to your reputation or goodwill, anticipated savings, and or any other indirect or consequential loss or damage whatsoever.
6.7.2. Our entire liability to you under any Contract, including but not limited to in respect of the Services and the Translated Works, shall not exceed the price payable to us by you under the Contract to which any claim relates.
6.8. You must notify us within 30 days of delivery of the Translated Works of any claim arising out of the provision of the Services and /or the Translated Works, together with full details of such Claim. In any event, we shall not be liable to you if you fail to notify us of any Claim within a reasonable time of delivery of the Translated Works.
6.9. You must notify us within 30 days of delivery of the Translated Works of any alleged inaccuracies in the Translated Works, at which point our liability will be no more than to rectify any such alleged inaccuracies, that we feel to be justified, to our satisfaction. At no time will such allegations delay payment.
7. Your Responsibility and Liability
7.1. You warrant, represent and undertake that the materials submitted by you shall not contain anything of an obscene, blasphemous or libelous nature and shall not (directly or indirectly) infringe the Intellectual Property Rights of any third parties.
7.2. You agree, upon demand, to indemnify us (which for the purposes of this clause includes our employees, agents and sub-contractors), and keep us indemnified, from all losses, damages, injury, costs and expenses of whatever nature suffered by us to the extent that the same are caused by or related to:
7.2.1. The use or possession by us of any of the Original Works or materials provided by you in relation to the provision of the Services, including the breach of any Intellectual Property Rights of any third party in or to any such Original Works or materials.
7.2.2. The processing by us of any data (where ‘processing’ and ‘data’ have the meaning given in section 1(1) of the Data Protection Act 1998) in the provision of the Services as anticipated by clause 9 below.
7.2.3. Any breach of warranty given by you in this clause 7.
7.2.4. Any other breach by you of these Terms and Conditions.
7.3. In the event you require us to provide the Services on your premises, or any other premises designated by you, you shall:
7.3.1. Assign members of staff with suitable skill and experience to be responsible for our activities.
7.3.2. Provide such access to premises, systems and other facilities which may be reasonably required by us.
7.3.3. Provide such information as may be required by us to carry out the Services and ensure all such information is correct and accurate.
7.3.4. Ensure that all necessary safety and security precautions are in place at your premise
7.3.5. We shall be entitled to charge you for any additional costs and expenses which we may incur as a result of any hazardous conditions or material encountered at your premises.
7.3.6. We shall not be obliged to continue to perform the Services where we consider, at our sole discretion, this would constitute a breach of warranty given by you in this clause 7, an illegal act or a safety hazard.
8. Intellectual Property
8.1. All Intellectual Property Rights (including, but not limited to copyright) in the Original Works and the Translated Works shall vest in you (or your licensors) but, for the avoidance of doubt, you hereby grant to us (and our sub-contractors) a license to store and use the Original Works and the Translated Works for the duration of the Contract and for the purposes of providing the Services to you.
9.1. Subject to clause 9.3, and (on our part) save as necessary in order for us to provide the Services neither party may use any of the other party’s Confidential Information.
9.2. Subject to clause 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:
220.127.116.11. Promptly notifies the owner of any such requirement; and
18.104.22.168. Co-operates with the owner regarding the manner, scope or timing of such disclosure or any action the owner may take to challenge the validity of such requirement.
9.3.2. To its (or any of its associated company’s) personnel, sub-contractor’s personnel or any person whose duties reasonably require such disclosure, on condition that the party making such disclosure ensures that each such person to whom such disclosure is made:
22.214.171.124. Is informed of the obligations of confidentiality under these Terms and Conditions; and
126.96.36.199. Complies with those obligations as if they were bound by them.
9.4. The obligation of confidentiality contained within this clause 9 shall survive termination of the Contract howsoever caused.
10. Security and Data Protection
10.1. You are the Data Controller for Data and we are the Data Processor for the Data in accordance with Data Protection Laws.
10.2. We shall only process the Data, and Personal Data specifically, for the completion of our Services on your behalf and do so only on your instructions.
10.3. Unless agreed in advance with us, you shall not disclose (and shall not permit any data subject to disclose) any special categories of Personal Data to us for processing.
10.4. We will only transfer the Data outside of the European Economic Area (“EEA”) where the Service provision and time-zone of the language your request requires it to processed by a local third-party linguist or Lingo24 subsidiary hub. We will ensure it has taken such measures as are necessary to ensure the transfer is in compliance with Data Protection Legislation.
10.5. We (Lingo24 Ltd) have two types of sub-processor; our Subsidiary Hubs and our third-party Linguists. All types of sub-processors have contracts in place with provisions for data processing on our behalf.
10.6. We have three subsidiary hubs who act as sub-processors of data as part of our services:
- Panama – Lingo24 Inc
- Romania – Lingo24 Srl
- Philippines – Lingo24 PH Inc
10.7. We have a network of over 4,000 third-party linguists. These linguists may also be sub-processors of Personal Data in the provision of our services to you. Explicit notice of their usage will not be given, unless you inform us that you require this for your data processing policies. This may incur additional costs.
10.8. We hold the following data on your behalf:
- Translation Memory Database – containing previous translations conducted on your behalf that either a) Lingo24 has performed or b) you provide to use at on-boarding or as part on on-going synchronisation.
- Glossary Bank – containing approved or rejected terms that should or should not be used within your translations.
- Source / Target Files – a copy of source and target files we have translated on your behalf, so they are available to download through our online customer portal or on our File Transfer Protocol (FTP) service.
10.9. We hold the data listed in 10.8 for up to two (2) years from when you last place an order with us. On request from you, we will securely dispose of relevant data stored in our systems on your behalf. This requirement shall not apply to the extent that we are required by applicable law to retain some or all of the Data, or to Data it has archived on back-up systems, which Data we shall securely isolate and protect from any further processing.
10.10. If we believe or become aware that its processing of the Data is likely to result in a high risk to the data protection rights and freedoms of data subjects, we shall inform you and provide reasonable cooperation to you in connection with any data protection impact assessment that may be required under the Data Protection Legislation.
10.11. We shall provide reasonable and timely assistance to you to enable you to respond to:
(i) any request from a data subject to exercise any of its rights under Applicable Data Protection Law; and
(ii) any other correspondence, enquiry or complaint received from a data subject, regulator or other third party in connection with the processing of the Data.
In the event that any such request, correspondence, enquiry or complaint is made directly to us, we shall promptly inform you providing full details of the same.
10.12. We 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 the data (i) from accidental or unlawful destruction, and (ii) loss, alteration, unauthorised disclosure of, or access to the Data (a “Security Incident”).
10.13. Upon becoming aware of a confirmed Security Incident, we shall inform you without undue delay and shall provide reasonable information and cooperation to you so that you can fulfil any data breach reporting obligations it may have under (and in accordance with the timescales required by) the Data Protection Legislation.
10.14. In response to confirmed Security Incident, we shall further take reasonably necessary measures and actions to remedy or mitigate the effects of the Security Incident and keep you informed of all material developments in connection with the Security Incident.
10.15. We have an online portal available at http://security.lingo24.com to allow you to make data requests, manage impact assessments, report potential security incidents, or with request consent withdrawal. This can be accessed at any time and requires you to sign-up for free so we can validate and manage your request.
11.1. If you subsequently cancel, reduce in scope or frustrate (by an act or omission on your part, or any third party relied upon by you) the Contract, the full price for the Contract shall remain payable unless otherwise agreed in advance. Any Original Works provided to us, and Translated Works completed by us, under the Contract shall be made available to you on termination of the Contract.
11.2. We shall be entitled to terminate the Contract immediately by written notice to you if:
11.2.1. You commit a material breach of the Contract and, in the case of such a breach which is capable of remedy, you fail to remedy the same within 7 days of receipt of a written notice specifying the breach and requiring it to be remedied,
11.2.2. You make any voluntary arrangement with your creditors or (being an individual or firm) become bankrupt or (being a company) become subject to an administrative order or go into liquidation, or an encumbrance takes possession or a receiver is appointed over any of your property or assets, or you cease or threaten to cease business, or an equivalent or analogous event occurs in any other jurisdiction.
11.2.3. Any termination of the Contract shall not prejudice any rights or remedies which may have accrued to either party.
12. Dispute Resolution
12.1. If any dispute arises between the parties with respect to translation or other similar services provided by us, 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.
12.2. 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.
12.3. The cost of such an expert shall be borne equally by the parties, unless such expert otherwise directs.
13.1. Neither party shall be liable to the other for any delay in, or failure of, performance of its obligations under the Contract arising from any cause beyond its reasonable control including act of God, government act, war, fire, flood, explosion or civil commotion.
13.2. We may engage any person, firm or company as our sub-contractor to perform any or all of our obligations, and we may assign any or all of our rights and obligations under the Contract.
13.3. Any notice or other communication to be given under these conditions must be in writing and may be delivered or sent by prepaid first class letter post, facsimile transmission or e-mail. Any notice or document shall be deemed served: if delivered, at the time of delivery; if posted, 48 hours after posting; and if sent by facsimile transmission or e-mail, at the time of transmission.
13.4. No waiver by us of any breach of the Contract by you shall be considered as a waiver of any subsequent breach of the same or any other provision.
13.5. The Contract is the complete and exclusive statement of the agreement between the Parties relating to the subject matter of the Contract and the Services and supersedes all previous communications, representations and arrangements, written or oral. For the avoidance of doubt including but not limited to any heads of terns, memorandums of understanding, confidentiality agreements .You acknowledge that no reliance is placed on any representation made but not embodied in the Contract.
These terms and conditions are subject to change without prior written notice.
Published 22nd May 2018