These Terms and Conditions ("terms and conditions") form the contract between WWT and yourself ("the Client") for the supply by WWT to the Client of the Services (as hereinafter defined).
1.1 The following definitions apply:
(a) 'WWT' means WWT-Worldwide Translations Services, its officers and/or its employees and/or its agents.
(b) 'Client' means the person, firm, organisation, statutory or corporate body, together with any subsidiary or associated undertaking, for whom WWT has agreed to provide the Services pursuant to these terms and conditions.
(c) 'Charges' means the amount payable by the Client for the Services.
(d) 'Contract' means the contract between WWT and the Client under which WWT provides the Client with the Services for Consideration. The Contract comprises of these terms and conditions and a Purchase Order and/or quotation, any written confirmation (email, letter or fax) from the Client offering to accept a quotation and any written confirmation from WWT accepting the Client's aforesaid offer.
(e) 'Interpretation' means any oral assignment commissioned by the Client to WWT for simultaneous or non-simultaneous interpreting face-to-face or by videoconference/teleconference.
(f) 'Interpreter' means the person providing the interpretation services as set out in (e) above.
(g) 'Order' means the Order for Services (Translation and/or Interpretation and/or any other associated Services) by the Client instructing WWT to perform the Services as set out in the Purchase Order/Quotation or in the Client's written acceptance of a quotation namely by email, letter or fax.
(h) 'Services' means the Translation Services and/or Interpretation Services and/or any other associated Services including but not limited to proofreading Services that WWT may provide to the Client.
(i) 'Translation' means the preparation by a Translator of a translation in written form from a source language to a target language or any other related task such as revising, editing and proofreading.
(j) 'Translator' means the person providing the Translation in the normal course of business.
1.2 Where appropriate, the singular includes the plural and vice versa.
1.3 The clause headings are included for convenience only and shall not affect the interpretation of this Agreement.
2. Basis of this Contract
2.1 The Order constitutes an offer by the Client to purchase the Services from WWT in accordance with these terms and conditions, as amended from time to time, and to enter into the Contract.
2.2 The Order shall only be deemed to be accepted when WWT issues acceptance of the Order, at which point the Contract shall come into existence. Quotations are not binding on WWT and are given for guidance only unless subsequently accepted in writing by WWT.
2.3 The Contract and these terms and conditions constitute the entire agreement and understanding between the Client and WWT relating to the subject matter of the Contract and supersede any previous Contracts and terms and conditions. All other terms and conditions either issued by the Client or express or implied by statute or otherwise, are expressly excluded to the full extent permitted by law. WWT contracts under these terms and conditions solely with the Client and expressly has no contractual relationship or liability of whatever nature under these terms and conditions to any third party.
2.4 The Client acknowledges that in entering into these terms and conditions it has not relied upon any statement and/or representation and/or promise and/or warranty and/or undertaking and/or assurance whatsoever made or given by or on behalf of WWT that is/are not expressly set out in the Contract. All other terms and conditions appearing, referred to or implied in the Order by the Client shall have no effect. Save in relation to any liability for fraudulent misrepresentation, neither party shall be under any liability to the other or shall have any remedy including the avoidance of these terms and conditions in respect of any statement and/or representation and/or promise and/or warranty and/or undertaking and/or assurance which is not expressly prescribed by these terms and conditions.
3. Provision of Services
3.1 WWT agrees to provide the Services to the Client in accordance with these terms and conditions for Consideration, namely the Charges that it levies on the Client for the Services provided.
3.2 WWT reserves the right to modify, suspend or discontinue any or all of the Services at its sole discretion, without prior notice.
3.3 WWT reserves the right to reasonably vary the terms and conditions of any Contract at any time by giving the Client notice in writing. Any variation shall be in writing only and executed by WWT or its officers and the Client.
4. Standard of Services Provided
4.1 WWT shall provide the Services to the Client using reasonable skill and care in accordance with industry standards and in accordance with the terms and conditions of the Contract.
4.2 WWT expressly does not give the Client any other guarantees whatsoever and excludes any implied warranties/conditions to the maximum extent permitted by law.
4.3 Where it is agreed by WWT and the Client that there should be a proposed date of completion WWT shall use all reasonable endeavours to meet the proposed date of completion. The Client understands that the proposed date of completion shall be an estimate only and time shall not be of the essence for the provision of the Services and no such terms are to be implied into this Contract. Any delay shall not entitle the Client to reject the Services, repudiate the Contract or withhold payment of the Charges. WWT shall not be liable for any damage or loss, whether arising directly or indirectly out of its failure to meet such a date.
4.4 Where it is agreed that the Services shall be provided by an agreed date and time, WWT shall use its best endeavours to deliver the Services within any agreed date and/or time, but shall not be liable to the Client or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Services, if the delay or failure was due to any cause beyond WWT's reasonable control and/or was a Force Majeure event as defined in clause 12 below.
4.5 In any event, the total liability of WWT in connection with the provision of Services shall be limited to the amount charged for the Services under the Contract.
4.6 WWT reserves the right and therefore shall be entitled to subcontract or otherwise outsource all or any part of the Services to any third party it selects and shall be under no obligation to notify the Client of either the selection of such third party or any subsequent change to the identity of the selected third party.
4.7 In respect of Translation Services, delivery of the Translation to the Client is deemed to have taken place upon posting or delivery to a carrier, or transmission by fax, email, modem or Internet and the risk shall pass to the Client. However, WWT will retain a copy of the Translation and upon request by the Client will forward a further copy free of charge.
4.8 The Client shall be responsible for ensuring that the terms of the Order for Services are complete and accurate.
4.9 The Client shall co-operate with WWT in all matters relating to the provision of the Translation and/or Interpretation and/or associated Services including responding promptly to any queries relating to the Order and/or the Translation and/or Interpretation and/or associated Services.
4.10 The Client is at all times responsible for the use of the Services.
4.11 The Client shall clearly indicate the intended use of the Translation and/or Interpretation and/or associated Services.
4.12 The Translation and/or Interpretation and/or associated Services shall only be used for information and understanding only and therefore shall only be of sufficient standard for such use by the Client.
4.13 Should the Client wish the Translation and/or Interpretation and/or associated Services for any other purpose including but not limited to marketing or as evidence in legal proceedings then the Client should check that the Translation and/or Interpretation and/or associated Services is suitable for that purpose. WWT reserves the right to amend and adapt any previously supplied Translation and/or Interpretation and/or associated Services, if necessary, for the new purpose.
4.14 Where the purpose of the Translation and/or Interpretation and/or associated Services has not been disclosed, WWT shall execute the Services for information purposes only. Where, in WWT's judgment the apparent intended purpose might be otherwise then WWT shall communicate with the Client whenever possible before commencing the performance of the services to clarify the intended purpose.
4.15 WWT expressly has no responsibility for the subsequent use or any consequences arising from Services delivered to the Client, nor does WWT have any responsibility for the implications of use of any delivered Services.
4.16 The Client will indemnify WWT against all liabilities, losses, or costs that WWT may incur, in consequence of any claim that may be made against WWT in consequence of the use of and/or the content of any Services delivered by WWT.
5. Consideration - Charges and Payment Terms
5.1 Unless otherwise stated the Charges are exclusive of VAT and any other tax or duty.
5.2 If the provision of the Services is being completed in stages and/or is estimated by WWT to take longer than 2 months to complete, WWT shall be entitled to invoice the Client at monthly intervals for the pro-rated part of the total Charges payable for the completed Services.
5.3 The Client shall pay the Charges within 20 days of the date of the invoice, or as otherwise agreed, in full and cleared funds to a bank account nominated in writing by WWT. WWT reserves the right to charge interest and administration costs on late payments in accordance with the laws of Switzerland and any relevant bank payment charges are to be borne by the Client.
5.4 The Client shall pay the Charges in full without any deduction or withholding and the Client shall not be entitled to assert any credit, set-off or counterclaim against WWT in order to justify withholding payment of the Charges in whole or in part.
5.5 If the Client fails to pay the Charges by the due date, WWT shall be entitled to suspend further work both on the same Order and on any other Orders without any prejudice to any other rights it may have.
5.6 If the Charges remain outstanding for over 120 days after the due date, WWT reserves the right to immediately commence legal proceedings in order to recover the Charges, administrative fees and interest incurred, and any costs of those proceedings from the Client.
5.7 In the case of disputes, part-payment will be made by the Client in line with normal payment terms, subject to the nature and extent of the dispute.
6.1 If for any reason the Client cancels or reduces the scope of an Order the Client shall pay the applicable Charges in full, unless otherwise agreed in advance.
6.2 If the Client suspends or postpones an Order, the Charges will be calculated and payable for the Services completed up to the date of suspension or postponement and for all other costs and expenses which may occur as a result of such suspension.
6.3 Further applicable provisions in relation to cancellation are set out in clause 12 below.
7. Intellectual Property
7.1 The Client warrants, represents and undertakes that any source materials and/or any other information in whatever form submitted to WWT for the purposes of the Contract or otherwise do not contain any obscene and/or libellous and/or blasphemous content and do not infringe on intellectual property rights of any third party and that the Services provided will not infringe the intellectual property rights of any third party.
7.2 The Client agrees to indemnify WWT and keep it indemnified at all times against all or any costs and/or claims and/or damages and/or expense(s) incurred by WWT or for which it may become liable with respect to any intellectual property rights infringement claim and/or any other claim including but not limited to libel relating to the Services and/or the use by the Client of any materials relating thereto.
8.1 It is the Client's responsibility to inform WWT of ANY confidentiality requirements in respect of source materials and/or documents and/or any information transmitted to WWT and in respect of the Services to be provided.
8.2 WWT shall exercise all reasonable endeavours in trying to meet those confidentiality requirements and in maintaining confidentiality in relation to any source materials and/or /documents and/or any information transmitted to WWT by the Client and in respect of the Services to be provided. WWT shall not without the prior consent of the Client disclose any such information to any person other than to its employees and/or its authorised contractors and/or subcontractors whose job performance requires such disclosure, namely Translators and/or Interpreters and/or persons performing associated Services.
9. Satisfaction with Services
9.1 Any discrepancies, mistakes, problems or queries relating to the Services must be notified in writing by the Client to WWT within 30 Calendar working days of the Services having been completed (a Complaint). If no Complaint is received within this period, all work under the Services shall be deemed to be accurate and entirely satisfactory to the Client.
9.2 A Complaint must be submitted in a manner that clearly explains the nature of the Complaint and therefore evidence of any perceived inaccuracies must be given.
9.3 WWT shall assess the grounds of the Complaint and rectify as it sees fit and to its own satisfaction.
9.4 In no circumstances shall Payment of the Charges under the Contract be delayed by a Complaint.
9.5 The Client acknowledges that Translation and/or Interpretation and/or associated Services such as but not limited to proofreading, can be a subjective process and that a Translator and/or Interpreter and/or person performing associated Services may express a meaning using different vocabulary or sentence structures from that used by the Client if it had translated the source material and/or made the Interpretation and/or performed the associated Services. The Client may have "personal preferences" of Translation and/or Interpretation and/or in relation to matters comprising of associated Services which may be stylistic or based on the Client's familiarity with industry specific terminology. The Translator and/or Interpreter and/or person performing associated Services will utilize reference materials and glossaries (as far as commercially reasonable) and will endeavour to use the most appropriate style and terminology. However, the Client is not entitled to assume that WWT possesses the specific knowledge of sector-specific terminology of the Client. It is the Client's responsibility to inform WWT of any stylistic or vocabulary preferences before Services are commenced.
10. WWT's Liability
10.1 Unless specified otherwise, a Translation and/or Interpretation and/or any associated Services shall be deemed to be 'for information' quality only. Save that the Services to the Client will be provided using reasonable care and skill in accordance with industry standards and in accordance with the terms and conditions of this Contract, no terms and/or conditions and/or warranties, whether express or implied, about the quality or fitness for purpose of the Translation and/or Interpretation and/or associated Services shall be incorporated into the Contract. In particular WWT and/or its agents and/or contractors and/or subcontractors and/or licensers and/or employees do not warrant or guarantee that the Translation and/or Interpretation and/or associated Services will meet the Client's specific requirements and do not guarantee or warrant that the Translation and/or Interpretation and/or associated services will be uninterrupted or error free. The Client expressly agrees that the use of the Services is at the Client's sole risk.
10.2 The Client agrees to give WWT reasonable opportunity to review the Services delivered namely the Translation and/or Interpretation and/or associated Services and if appropriate, correct any errors. The review/complaints procedure is contained at clause 9 above.
10.3 WWT shall under no circumstances whatsoever be liable to the Client, for any representation (unless fraudulent) and/or any implied guarantee and/or condition and/or other term, and/or for any duty at common law, whether in contract and/or tort (including for negligence and/or misrepresentation) and/or for breach of statutory duty and/or breach of trust and/or fiduciary duty and/or in an action for account and/or in proceedings for any other cause of action known in law or otherwise and/or for any loss of profit, direct and/or indirect and/or for any other direct and/or indirect and/or special and/or consequential loss or losses and/or cost and/or expense(s) and/or claims made (shown or alleged) in a court and/or tribunal and/or other dispute resolution forum and/or otherwise against the Client whether arising or caused by the negligence and/or misrepresentation and/or breach of contract and/or breach of tortious duty and/or breach of statutory duty and/or breach of trust and/or breach of fiduciary duty and/or any other acts of WWT and/or its agents and/or employees and/or contractors and/or subcontractors and/or otherwise arising out of or in connection with the Contract and/or with the provision of Services and/or with their use by the Client to the extent permitted in law.
10.4 In any event, WWT's total liability, if any, to the Client in respect of all losses of whatever nature arising in any proceedings for any cause of action known in law, including those set out at clause 10.3 above, arising under or in connection with the Contract and/or with the provision of and/or use of Services, shall in no circumstances exceed the amount of Charges for the provision of the Services due under the Contract save as provided under these terms and conditions and/or to the extent permitted in law.
10.5 All documents or any other property supplied to WWT by the Client will be held or dealt with by WWT at the Client's risk and WWT shall not be responsible for the consequential loss or damage thereto.
11.1 Without prejudice to clause 3.2, WWT may terminate this Agreement at anytime without prior notice and without affecting any accrued rights or claims of WWT where the Services are misused by the Client, for non-payment of the Charges or for breach of the terms and conditions or in the case of the insolvency of the Client.
11.2 Without prejudice to clause 3.2, WWT reserves the right to suspend provision of the Services for the duration of any non-payment period. Suspension of the Services does not necessarily constitute termination of the Services, at WWT's discretion.
11.3 For the avoidance of doubt, where the Services are terminated by WWT in terms of this clause 11, the Client shall remain liable for the full purchase price for the Services completed, all work in progress and any interest in accordance with clause 5.3.
12. Event reasonably beyond the control of WWT/ Force Majeure
12.1 In the event that WWT and/or the Translator and/or Interpreter and/or the person performing any associated Services being prevented from completing the Translation and/or Interpretation and/or associated Services because of an event reasonably beyond the control of WWT and/or a Force Majeure event including but not limited to electricity or telecommunication or internet services failure of whatever means, strike, lockout, industrial dispute, acts of god, riot, acts of war, invasion, acts of terrorism, hostilities (whether declared or not), civil commotion, war, rebellion, legislation changes, acts or restraints of government, natural disasters, flood, fire or drought and any other situation that has materially affected the ability of WWT without fault to fulfil its obligations under the Contract, WWT shall without delay notify the Client, indicating the circumstances.
12.2 An event reasonably beyond the control of WWT and/or Force Majeure shall entitle either WWT or the Client to terminate the Contract but in such event, such termination shall not prejudice any rights or remedies that may have accrued to either party. The Client shall pay WWT for any work and all the work completed at that date of termination.
12.3 WWT shall not be held in breach of any of its obligations under the Contract to the extent or otherwise only that due performance or observance of such obligation is prevented, hindered or delayed by circumstances amounting to an event reasonably beyond the control of WWT and/or to Force Majeure.
13.1 If any court and/or other competent authority finds that any provision or part of any provision of this Contract is invalid and/or illegal and/or unenforceable, that provision or part of any provision shall, to the extent required, be deemed deleted and the validity, legality or enforceability of the other provisions of this Contract shall not be affected. If any provision or part provision of this Contract is held to be invalid and/or illegal and/or unenforceable but would be valid, legal and enforceable if modified, then such provision shall apply subject to such modification as may be necessary to make it valid, legal and enforceable.
14. Third Party Rights
14.1 A person or entity that is not an express party to these terms and conditions and therefore to this agreement and this Contract shall have no right under the Contracts (Rights of Third Parties) Act 1999 to rely upon or enforce any of these terms and conditions and/or this Contract. For the avoidance of doubt, WWT contracts under these terms and conditions solely with the Client and has no express or implied contractual relationship or liability whatsoever towards any third party.
15.1 The Client hereby understands and acknowledges that WWT has expended extensive time and resources in finding, hiring, retaining and/or training its employees and/or consultants and/or contractors and/or subcontractors and/or agents.
15.2 Accordingly, the Client hereby agrees that during the course of provision of the Services, and for a period of one year afterwards, the Client shall not directly or indirectly, whether individually and/or as an owner and/or officer and/or director and/or employee and/or consultant and/or agent of any company or other entity, in any manner whatsoever, hire or attempt to hire, retain, engage or solicit, in any manner, any employee and/or consultant and/or contractor and/or subcontractor and/or agent of WWT to perform any language translation and/or interpretation and/or associated services.
16.1 Any notice required or permitted to be given by either party to the other under these terms and conditions shall be in writing, addressed to the other party at its registered office or principal place of business, and shall be delivered personally or sent by prepaid first class letter or by facsimile. Any notice:
16.1.1 Delivered personally shall be deemed delivered on the day of delivery;
16.1.2 Sent by post shall be deemed (in the absence of evidence of earlier receipt) to have been delivered two days after dispatch and in proving the fact of dispatch it shall be sufficient to show that the envelope containing such notice was properly addressed, stamped and posted;
16.1.3 Sent by electronic mail shall be deemed to have been delivered on the same day following its sending (in the absence of evidence of delivery failure);
16.1.4 Any notice sent by facsimile shall be deemed to have been delivered on the day following its sending and in proving the fact of sending it shall be sufficient to show a transmission report showing that the facsimile had been sent to the facsimile number of the other party at its registered office or principal place of business.
17. Governing Law and Jurisdiction
17.1 This Contract, its terms and conditions shall be governed and construed in accordance with the laws of Switzerland. Any disputes in relation to this Contract are subject to the exclusive jurisdiction of the Courts of Switzerland whose decision shall be final and binding. In the event the Contract shall exist in written form in another language as well as German, the interpretation of the German language Contract shall prevail and be binding.