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In submitting any Work to be carried out by OSW Ltd, the Client enters into a binding agreement with this Company covered by the following Terms and Conditions.

 

 

DEFINITIONS

 

1. “The Company” means OSW Ltd.

 

2. “Work” means any translation, interpreting or any other work undertaken by or any other services supplied by the Company.

 

3. “Goods” means translations and other good, or any part thereof, to be supplied or produced by the Company for the Client.

 

4. “Client” means the person, firm, organisation or corporate entity for which the Company has agreed to provide the services pursuant to these Terms and Conditions.

 

5. “Services” means the translation, interpreting, subtitling, voice over, proofreading or other, required by the client and specified on the Quotation made by the Company.

 

6. “Source Material” means any documents, materials, element of text, images, graphics, photographs, designs, data or other information provided by the Client to the Company relating to the Services. “Deliverable” means the final, translated version of the Source Material or other such document provided by the Company to the Client pursuant to and resultant from the Services.

 

7. “Target Text” or “Completed Work” are defined as the result of Translation Services, by which any finalised documents, files, materials and other works Translated, are produced by the Company for the Client.

 

8. “Order” is defined as a confirmed request to the Client from the Company to perform Services for the Client in accordance with the Terms and Conditions.

 

9. “Contract” means any contract for Work with the Client.

 

 

QUOTATIONS

 

1. Verbal quotations are given for guidance only. They are not binding upon the Company and are subject to written confirmation on receipt of the text for translation or other Work. Written quotations remain valid for 30 days after dispatch unless otherwise stated. The cost of translation is based upon the description of the source material, the number of words of text in the source language unless otherwise agreed in writing.

 

2. The company reserves the right to make an additional charge to the quoted amount, if after commencement of translation, changes to the source text are advised by the Client, or if, in our opinion, the description of the source materials, instructions or any other element is materially inadequate or inaccurate. Such charge will be agreed with the Client.

 

3. Telephone orders must be confirmed with a written Purchase Order, by fax, by email, or post.

 

 

PRICE VARIATION

 

Any quoted price is subjected to variation as follows:

 

1. Upon sight of copy and/or material supplied by the client if such copy and/or material shall not have been seen by the Company at the time of the quotation.

 

2. Upon any circumstances outside the control of the Company arising after the quotation.

 

3. Upon changes in currency rates from the date of quotation, which adversely affects the fee received by the Company.

 

4. Quotations for printing are conditional upon margins of 10% being allowed for overs and shortages.

 

 

COMPLETION OF WORK

 

1. The Client must specify a completion date (if material) when commissioning the Work, but whilst the Company shall make every reasonable effort to meet the requirements of the client, late delivery shall not entitle the Client to withhold payment for Work done.

 

2. Should completion of Work be necessary sooner than the normal time required for its proper production, the Company reserves the right to charge supplementary urgency rates to cover any overtime requirements or additional expenses. Should any other additional costs be incurred, the Company is entitled to charge for these as well.

 

3. With regards to certified, legalised, notarised or any other form of ‘official’ translation the Company expects the Client to meticulously check the translation provided in electronic form before the Company will release any hard copy documentation for use. Any amendments, changes, corrections, etc., will be checked by the Company and its linguistic professionals and then, if acceptable and agreed, the document will be updated. This process may involve numerous rounds of checking and input by the Client.

 

4. Should any amendments to the Order be deemed by the Company to be significant and subsequently shall hinder the fulfilment of the Order to the Client, then the Company shall reserve the right to cancel the Order in accordance with the Terms and Conditions and the Client shall pay the outstanding amount for Translation Services completed up until this point.

 

5. The Company shall not be bound in accordance with the Terms and Conditions to accept amendments from the Client to the Order once the Order has been accepted but may accept to do so on a discretionary basis.

 

 

DELIVERY AND PAYMENT

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1. Delivery of completed Work shall be deemed acceptable by the Client when tendered to or on notification to the Client that the Work has been completed.

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2. Should a revised delivery schedule be agreed and necessitate overtime or other additional cost, an extra charge may be made.

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3. Should any Work be suspended at the request of the Client or delayed through any fault of the Client for a period of thirty days or more, the company shall be entitled to payment for Work already carried out or commenced and materials ordered plus a cancellation fee of 10% of the total value of the order.

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4. When the Client requires the Company to utilise a third party such as but not limited to a Notary Public, Solicitor, or the Foreign and Commonwealth Office, the Company cannot be held responsible for any delay in delivery or non-performance of these third parties.

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5. The Company reserves the right to payment for work-in-progress where the time taken to complete the whole order exceeds thirty days.

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6. Any date intimated by the Company for delivery of the Deliverable or otherwise as to the completion of the Services is given and intended as an estimate only and time shall not be of the essence in relation to such completion. The Company will use reasonable endeavours to meet such an estimated date but shall not be liable for any damage or loss, whether arising directly or indirectly out of its failure to meet such a date.

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7. All freight costs incurred including carriage, postage and packing shall be charged whether or not referred to in the estimate or quotation.

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8. Advice of damage, delay or partial loss of Goods in transit or non-delivery must be given in writing to the Company and the carrier within three working days of delivery (or in the case of non-delivery, within 28 days of dispatch of the Goods) and any claim in respect thereof must be made in writing to the Company and the carrier within seven clear days of delivery (or, in the case of non-delivery, within 48 days of dispatch).

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9. Any complaint concerning the quality or accuracy of the Work must be made in writing within seven days of delivery of the completed order. The Company reserves the right to re-translate disputed Work. The Company cannot be held responsible for perceived faults which in fact are subjective in nature.

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10. The Company reserves the right to charge an extra 2% of net invoice total for each 30 days or part thereof that the invoice remains unpaid beyond the initial 30 days credit period.

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11. In the event of late payment of invoices the Company reserves the right to recover any and all costs of debt collection.

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12. Additional services, such as typesetting of documents, subtlitling, Source Text conversion, localisation, amongst other things, shall be chargeable in addition to Translation Services to the Client and shall be agreed upon by both parties before acceptance of the Order. This list of additional services is non-exhaustive.

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13. In the event of Force Majeure (Strike, Lockout, Industrial Dispute, Civil Commotion, Natural Disaster, Acts of War and any other situation which can be shown to have materially affected the Company’s ability without fault to meet the terms of a contract with the Client as agreed), the Company shall notify the Client without delay, indicating the circumstances. Force Majeure shall entitle both the Company and the Client to terminate the Services, but in such event, the Client shall pay the Company for any and all work already completed.

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CANCELATION

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1. Should a Client cancel an order (whether placed verbally or in writing) the Company reserves the right to make a cancellation charge to include the full price of Work already carried out to meet the order, plus a minimum of 50% of the value of Work ordered by the Client and not yet completed to cover any and all costs incurred by the Company as a result of such cancellation

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2. In case of Force Majeure, the Company shall notify the Client without delay, indicating the circumstances. Force Majeure shall entitle both the Company and the Client to withdraw from the commission, but in any event, the Client undertakes to pay the Company for Work already completed. The Company shall assist the Client, to the best of its ability, to place their commission elsewhere.

 

 

INTERPRETING

 

1. If the Client is unexpectedly absent then the Interpreter shall wait at the venue until 30 minutes after the agreed start time. When the Client has failed to attend an event then the Company shall charge the full service fee for the expected number of hours plus expenses.

 

2. The Company shall not charge a service fee if the Interpreter is unable to attend an event due to unforeseen circumstances: the Company will endeavour to arrange a substitute interpreter and notify the relevant parties as soon as possible, however no liability is accepted by the Company for failing to do so.

 

3. The Company shall charge the full service fee if the interpreter is unavoidably late but is still required to perform their tasks.

 

4. Whilst the Company shall make every effort to provide services by the agreed date/time they shall not be responsible for delays in completion caused by events beyond the Company’s control.

 

5. The Company shall not be liable for failure on the part of the interpreter to any obligations to the Client.

 

6. If the interpreting job is cancelled within 24 hours, the total cost will be incurred (travel costs incurred will be reimbursed in full); if cancellation is up to 7 days in advance, there will be a £28 administrative charge. If more than 7 days notice is given there is no charge. All cancellations must be given in writing.

 

7. If the number of hours originally booked for interpreting were reduced on the day of assignment, or if the hearing was adjourned, the Client is responsible for paying the full amount agreed on the Interpreting Confirmation Sheet.

 

8. The Client will be responsible for paying the fee for the assignment within 60 days of issuing the invoice, irrespective of whether this case is financed by Legal Aid or otherwise.

 

9. Upon receipt of the interpreting confirmation sheet, the Client must sign and return a confirmation to confirm the booking.

 

10. All communication between the interpreter and the Client must be made through the company.

 

 

LOSS

 

The Company, its employees, sub-contractors and agents shall not be liable either directly or indirectly for any loss, damage or third party claims occasioned by delay in completing the Work and similarly damage or delay arising in transit or delay on the part of the Client in delivering any necessary material including, without prejudice to the generality of the foregoing.

 

 

VALUE ADDED TAX

 

The Company shall be entitled to charge the amount of any VAT (where applicable) whether or not referred to in the estimate or quotation or invoice as an addition to the proposed price.

 

 

PRELIMINARY WORK

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All Work carried out, whether experimentally or otherwise, or at the Client’s request, will be chargeable irrespective of commencement or completion of the Contract.

 

 

PROOFS

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Authors’ corrections or changes in style, and the cost of additional proofs or drafts necessitated by such corrections, will be charged extra. Should no proof be requested from the Company by the Client, the Company holds no responsibility for any disapproval the Client may have with the Work.
Should a proof be approved by the Client, the Company will not be held responsible for any
subsequent disapproval. Furthermore, when no comment is passed by the Client on a proof, but when the Company is advised by the Client to continue the job and proceed to layout, the Company assumes the proof to be satisfactory to the Client. When style, type or layout is left to the Company’s judgement, changes there from made by the Client shall be charged extra.

 

 

STANDING MATTER, COMPUTER DISKS AND OTHER MEDIA

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1. Metal, film, glass, text, designs artwork and other materials used by the Company in the production of printed or typed matter, type, disks, magnetic tapes, plates, film-setting, negatives, positive films, photographic material and the like shall remain the exclusive property of the Company.

 

2. Without prejudice to the Company’s rights all film, plates, artwork, CDs will be effaced after three months from the date of the invoice unless specific arrangements to hold the material are made in writing.

 

 

MATERIAL SUPPLIED BY THE CLIENT

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1. The Company may reject any paper, plates, computer CDs or other media, or any other material specified by the Client which appear to be unsuitable. Additional costs incurred if materials are found to be unsuitable during production may be charged.

 

2. Quantities of materials supplied shall be adequate to cover normal spoilage.

 

 

GENERAL LIEN

 

Without prejudice to other remedies, the Company shall in respect of all unpaid debts due from the Client have a general lien on all Goods and property in its possession (whether worked on or not) and shall be entitled on expiration of 14 days notice to dispose of such Goods or property as it thinks fit and to apply any proceeds towards such debts.

 

 

INTRODUCTION OF PERSONNEL

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If any Client employs or seeks to employ in any capacity whatsoever any person(s) introduced to that Client or that Client’s agent by the Company within six months of the introduction, the Client shall be liable to pay immediately to the Company either (a) in the event of salaried employment a fee equivalent to 25% of one year’s salary paid to such person(s) or (b) in the event of payment other than as salaried employment a fee equivalent to 25% of any monies paid to the person(s) in question. This condition applies to either any employee or sub-contracted or freelance supplier to the Company.

 

 

OBLIGATIONS

 

1. The Company shall use all reasonable skill and care in the selection of Translators, Revisers, Reviewers or other human resources used in the performance of its duties and responsibilities to the Client with regards to an Order.

 

2. The Company shall, using all reasonable care and skill, deliver Completed Work to the Client in the requested file format and appropriate style, fulfilling the requirements of the Order, so far as is reasonably practical.

 

3. The Company shall endeavour, using all reasonable care and skill, to deliver the Completed Work within the agreed time period, in accordance with the Order and shall inform the Client in good time and in writing, if delivery of Completed Work shall be delayed, stating the reason for the delay and giving a revised estimated time of delivery.

 

4. The Company shall not be liable for the loss, corruption or interception of the Source Text, Source Material or of the Completed Work during transmission.

 

5. Delivery of Completed Work to the Client shall be, by default, via means of electronic mail or download link, or if requested in writing by the Client and with the agreement of the Company, by registered first class post. In the case of delivery by registered first class post the cost of postage shall be borne entirely by the Client. The Client shall confirm in writing to the Company that Completed Work has been received and the Order has been fulfilled in its entirety by the Company.

 

6. The Client shall bear all costs associated with printing and binding of Completed Work.

 

7. The Client shall guarantee that any Source Text, Source Material or other communication or material, submitted to the Company, shall not contain anything of an obscene, pornographic, blasphemous, illegal or libellous nature, as deemed by the Company. Furthermore, the Client will not infringe upon the intellectual property rights of any third parties. In such cases, the Company shall not be liable for any infringement on the part the Client.

 

8. The Client shall be solely responsible to provide the Company with any brochures, literature, website addresses, glossaries, term bases, style guides or any other pertinent reference material which has bearing on fulfilment of an Order. Without such provision from the Client, the Company shall not be liable for errors, omissions or subjective Translation preferences of the Client.

 

 

MISCELLANEOUS

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1. These conditions and all other terms of any Contract between the parties shall be governed and construed in accordance with the Law of England.

 

2. A Contract shall commence on commencement of Work by the Company on the Client’s behalf.
3. All information in the Company’s brochures and other published matter are of a generally informative nature only and none of them form part of or are intended to form part of any Contract or give rise to any independent or collateral liability of whatsoever nature on the part of the Company.