TERMS AND CONDITIONS

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Definitions
1. ‘The Company’ means Veritas Language Solutions Ltd. (company number 06920761) registered in England and Wales under address Middle Suite, Sun Alliance House, 166-7 St. Helens Road, Swansea, SA1 4DQ
2. ‘Work’ means any translation or other services undertaken or supplied by The Company.
3. ‘The Client’ means any person or corporate identity to which The Company shall supply work.
4. ‘Original works’ means the documents, files, materials and works provided by you for the purposes of carrying out the Services, in both paper and electronic formats.
5. Finalised 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.
6. 'Contract' means the contract between the customer and us, and consisting of the purchase order from the customer and these Terms and Conditions.
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.

Quotations
8. Verbal quotations are given for guidance only. They are not binding on The Company and are subject to a printed quotation upon receipt of the Original Works. Written quotations remain valid for 30 days after dispatch unless otherwise stated. The Company reserves the right to make an addition charge to the quoted amount if after commencement of translation, changes to the source text are advised by The Client. Such a charge will be agreed with The Client.
9. All Contracts are subject to these Terms and Conditions. All Terms and Conditions referred to the purchase order of the Client or requested by the Client shall have no effect. Any variation of the Contract must be confirmed in writing by one of our directors or senior staff.
10. Information provided in our brochures and other published material is a general description and has no legal bearing on the Contract.

Price and payment
11. Unless otherwise stated, prices are in British sterling and are exclusive of VAT (value added tax) or any other tax. The Company shall invoice the Client 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.
12. Discounts included in quotations are only applicable if invoices are paid by the specified date.
13. Quotations in a currency other than sterling are based on the rate of exchange at the time of quoting and, unless otherwise stated, the price may be subject to revision up or down if any different rate of exchange is ruling at the date of invoice.
14. All Work is subject to a minimum charge of £40.00 GBP.
15. In some circumstances payment or partial payment may be required prior to commencement of the work.
16. Without prejudice to the other rights of the Company, the Company reserves the right to charge interest on overdue accounts, such interest to be calculated daily on the amount outstanding at the rate of 5 per cent above the published base rate of the Bank of England.
17. Payment shall be made within 30 days of invoice date. The Client must cover all bank charges.
18. 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.

Completion of work
19. Whilst the Company will always endeavour to meet deadlines, dates for delivery of the Finalised Works, or the dates for carrying out the Work, 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.
20. Delivery is defined by posting to a carrier such as postage, email, facsimile or ftp transfer.

Duties of the Company
21. The Work shall be carried out using reasonable skill and care in accordance with the standards of the industry.
22. We shall use all reasonable skill and care in selecting translators, interpreters and other personnel used to produce the Finalised Works and perform the Works.
23. 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.
24. 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.
25. 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.
26. 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.
27. You must notify us within 14 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.
28. You must notify us within 14 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.

Duties of the Client
29. You warrant, represent and undertake that the materials submitted by you shall not contain anything of an obscene, blasphemous or libellous nature and shall not (directly or indirectly) infringe the Intellectual Property Rights of any third parties.
30. Non-solicitation: Unless otherwise agreed by us, you (which for the purposes of this clause includes any of your associated companies) shall not, for a period of one year after termination of the Contract, either directly or indirectly, on your own account or for any other person, firm or company, solicit, employ, endeavour to entice away from us or use the services of a translator or interpreter who has provided the Services and/or Translated Works to you on our behalf under the Contract. In the event of your breach under this clause, you agree to pay us an amount equal to the aggregate remuneration paid by us to the translator for the year immediately prior to the date on which you employed or used the services of the translator. This clause shall not apply where the customer has an existing relationship before contract start-date.

Intellectual Property Rights
31. 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.

Data Protection
32. Each party shall ensure that in the performance of its obligations under these Terms and Conditions it will at all times comply with relevant provisions of the Data Protection Act 1998


The Contract (and any proceedings whereby one party might be entitled to join the other as a third party) shall be governed by and construed in all respects in accordance with English law and the parties hereby submit to the non-exclusive jurisdiction of the English courts.

These terms and conditions are subject to change without prior written notice.