SanTranslate Limited (“SanTranslate”), Registered & Trading address: 6th Floor City Gate East, Toll House Hill, Nottingham, NG1 5FS, England. Company number: 04182822. Registered in England and Wales VAT number: 772723907

1. Definitions and interpretation
   1. In these Terms the following definitions apply:  Customer: means any person to whom SanTranslate supplies Services;  Order Form or Quotation: means the document issued by SanTranslate setting out (1) a description of the Services (2) the Price (3) any other relevant matters.  Price: means the price for the Services as set out on the Quotation or Invoice;
   2. Services: means the services to be provided by SanTranslate to the Customer in accordance with the Terms as set out on the Quotation or Invoice;Terms: means the standard terms set out in these terms and conditions of business;
   3. Any changes to these Terms are valid only if agreed in writing between SanTranslate and the Customer.
   4. Unless authorised in writing by SanTranslate, employees’ or agents’ representations concerning the Services are not valid.
   5. Any error or omission in any sales brochure, quotation, order form, price list, acceptance or offer, invoice or other material issued by SanTranslate (whether typographical, clerical or otherwise) may be corrected by SanTranslate without any liability on the part of SanTranslate.
   6. If there is any conflict between the Quotation and the Terms, the Quotation shall prevail.
2. Appointment
   1. The Customer appoints SanTranslate to provide Services in accordance with the Quotation or the Order Form. The Terms apply to the Services set out in the Quotation or the Order Form. No other terms will apply to the provision of the Services.
3. The Order Form
   1. The quantity, quality and description of the Services shall be as set out in the Quotation or the Order Form.
   2. It is the sole responsibility of the Customer to ensure the Services set out on the Quotation or the Order Form to meet its requirements.
   3. SanTranslate may make changes to the Services in order to conform with any legal requirements or which do not materially affect their quality or performance.
   4. The Customer shall at its own expense supply SanTranslate with all necessary materials and information required by SanTranslate to provide the Services in accordance with these Terms. If a failure by the Customer to provide materials or information causes SanTranslate to miss a deadline, SanTranslate deadline shall be deemed to be extended by the period of the Customer’s delay.
4. Quality
   1. The required quality of the services to be delivered will be as defined by the Customer whether by specification or by sample. In the absence of any such specification or sample SanTranslate will endeavour to ascertain the standard required from the Customer. Where this standard cannot be ascertained, SanTranslate will assume that the purpose of the service is information and understanding as determined by the Association of Translation Companies. Where the purpose of the service is not disclosed but, in the view of SanTranslate is for other than information and understanding, SanTranslate will notify the Customer of this at the earliest practical opportunity. Should the Customer, for any reason, wish to use the service for any other purpose than that for which it was originally supplied, this will be at the Customer’s risk unless confirmation of the suitability of the service for the new purpose has been obtained from SanTranslate. Where changes are necessary to ensure that the service is suitable for the new purpose, SanTranslate will endeavour to carry out such work as is necessary at its normal rates.
5. Delivery Date(s)
   1. The date(s) of delivery will be as specified on the Quotation or Enquiry unless otherwise agreed between the Customer and SanTranslate. SanTranslate will provide such programmes of the provision of the services as the Customer may reasonably require and notify the Customer as soon as practicable if these programmes are likely to be delayed. Where the cause of any likely delay arises from a failure of any kind of the Customer to fulfil his obligations under the contract or the programme(s) referred to above, SanTranslate will notify the Customer of this as soon as is practicable and advise the Customer of the extent of the delay; if the Buyer fails to remedy the situation within a reasonable time of such notice, the responsibility for the delay will be that of the Customer. Under such circumstances, SanTranslate reserves the right to continue with the work required as if the Customer had remedied the situation as required above. The cost of any rework arising from SanTranslate exercising this right will be borne by the Customer.
6. Delivery
   1. All services will be delivered by the means and to the points specified in the Quotation. If the services are delivered incorrectly, SanTranslate will be held responsible for any additional expense incurred in delivering them to the correct destination.
7. Requests for Amendments After Delivery
   1. All of our quotations include a default review period of “30 days” from the date of delivery. If the client submits any queries or requests for amendments within the review period and if SanTranslate, in its sole discretion, determines that the queries or requests for amendments are reasonable, then SanTranslate will implement the queries or requests for amendments at no cost and within a turnaround time specified by SanTranslate. If, however they are not deemed reasonable then SanTranslate will reserve the right to charge at its sole discretion, extra fees for the implementation of the queries or requests for amendments. If the client submits any queries or requests for amendments after the review period, SanTranslate will reserve the right, in its sole discretion, to charge extra fees in implementing the queries or requests for amendments.
8. Passing of Property and Risk to the Customer
   1. The property and risk in the services will remain vested in SanTranslate until they are delivered to the point defined in the Quotation.
9. Price and Payment
   1. SanTranslate shall invoice the Customer for the Services per delivery in arrears.
   2. Unless the subject of a genuine dispute, the Customer shall pay the Price within the date set out in the Invoice (the “Due Date”).
   3. The Price may include VAT or Sales Tax depending on the Customer’s location which the Customer shall pay in addition to the Price at the rate prevailing on the date of the invoice.
   4. Should the Customer fail to make any payment in full on the Due Date under this agreement, SanTranslate may charge interest on the outstanding amount. Such interest shall accrue on a daily basis at the rate of 8% above the base rate of HSBC Bank PLC from time to time from the due date until the date of payment, whether before or after judgment.
   5. If, because of a factor beyond the control of SanTranslate, the cost to SanTranslate of providing the Services increases, SanTranslate may before delivery increase the Price of the Services.
   6. The Customer will pay the Price for the Services.
   7. All amounts due under these Terms shall be paid in full without any deduction or withholding other than as required by law and neither party shall be entitled to assert any credit, set-off or counterclaim against the other party in order to justify withholding payment of any such amount in whole or in part.
10. Acceptance
    1. The Customer shall have the right to reject the services, in whole or in part, which do not conform to the specifications or samples provided or, in the absence of such specifications or samples, do not fall within the normal standards of the translation profession within 28 days of the receipt of the services.
11. Variations
    1. The Customer shall have the right, from time to time during the execution of the contract, by notice to SanTranslate in writing, to add, omit from, or otherwise vary the services and SanTranslate shall carry out such variations and be bound by the same conditions, in so far as they are applicable, as if the said variations were part of the contract. All the costs of such variations shall be borne by the Customer. Where SanTranslate receives any such direction which would occasion an amendment to the contract price, SanTranslate shall advise the Customer of the cost of any such amendment ascertained and determined at the same level of pricing as was used to estimate the original contract costs. If, in the opinion of SanTranslate, any such variation is likely to prevent SanTranslate from fulfilling any or all of her obligations under the contract, she shall so notify the Customer who will decide with all possible speed whether or not the same shall be carried out and shall confirm his instructions in writing and modify the said obligations to the extent that may be justified. The instructions shall not be deemed to have been given until SanTranslate receives the instruction from the Customer.
12. Loss or Damage in Transit
    1. The Customer shall advise SanTranslate, and the carrier if any, in writing, otherwise than on a qualified signature on a Delivery Note, of any loss or damage within the following timescales.
       1. Partial loss or damage or non-delivery of any part of the service shall be advised within 7 days of receipt of the service.
       2. Non-delivery of the whole service shall be advised within 21 days of notice of despatch.
    2. SanTranslate shall make good, free of charge to the Customer, any loss or damage to the service where notice is given by the Customer, in compliance with this condition, provided always that the Customer shall not in this event claim damages in respect of loss of profits or other consequential losses.
13. Ownership and Responsibility
    1. SanTranslate may bring an action against the Customer for the price of the Services if the Customer fails to pay for them in full by the Due Date.
14. Authenticity
    1. Whilst SanTranslate will endeavour to produce accurate and idiomatic services of the Customer’s original texts or speech, the Customer accepts that the interpretation of the services may express differently from good original writing or speech and that SanTranslate accepts no liability for any loss including alleged lack of advertising or sales impact.
15. Warranties and indemnities
    1. SanTranslate warrants and represents to the Customer that it will perform its obligations under these Terms with reasonable skill and care. All other warranties are expressly disclaimed to the fullest extent permitted by law.
    2. SanTranslate shall not be liable to the Customer (whether in contract, tort, including negligence and breach of duty, or otherwise at law) for any:
       1. indirect or consequential loss; and/or
       2. loss of profits, revenue or goodwill of the Customer.
    3. SanTranslate does not exclude its liability for death or personal injury if caused by its own negligence or for fraud.
16. Cancellation
    1. Once payment has been made to SanTranslate for any on-line ordering services, all obligations in this Terms and Conditions becomes active.
    2. An offer is made when the Customer makes payment to SanTranslate. The offer will then be accepted by SanTranslate provided that the Customer provides accurate information during the on-line ordering stage and will therefore enable the contract to be formalised.
    3. If the information provided by the Customer is inadequate or insufficient to fulfill the contract of the service, SanTranslate reserves the rights to adjust the final price of the service.  If so, the amount will be refunded if the Customer refuses the offer or further amount will be requested by SanTranslate.  The Customer must complete the payment transaction of the adjusted price to formulate the contract.
    4. Once formalised, the agreed fee will become non-refundable (Without prejudice to section 9 of these Terms). Any attempt by the Customer to cancel or change the scope of the contract will result in the Customer being obliged to pay the agreed fee in full. The agreed fee will likewise be deemed non-refundable and fall due should the contract become frustrated by any act or omission from the Customer.
    5. Should the Customer wish to cancel or change the scope of the contract, notice of said cancellation or reduction must be given to SanTranslate in writing as soon as reasonably possible
17. Termination
    1. Either party may terminate these Terms immediately by notice in writing if the other party:
       1. commits a material breach of any of the Terms (including without limitation late payment) and, if such breach is capable of remedy, fails to remedy the breach within 28 days of receiving notice from the terminating party specifying the breach and requiring the breach to be remedied;
       2. enters into liquidation whether compulsorily or voluntarily (otherwise than for the purposes of a solvent amalgamation or reconstruction);
       3. becomes insolvent;
       4. ceases or threatens to cease to carry on business;
       5. compounds or makes any voluntary arrangement with its creditors;
       6. is the subject of a notice of appointment of an administrator, or a notice of intention to appoint an administrator or liquidator;
       7. is unable to pay its debts as they fall due;
       8. has an encumbrancer take possession of, or a receiver or administrative receiver appointed over, all or any part of its assets; or
       9. takes or suffers any similar action due to debt or if the equivalent of any of the events described at clause 7.1.2 to 7.1.9 inclusive under the law of any jurisdiction occurs in relation to the other party.
    2. The expiry or termination of these Terms for any reason shall not affect any rights and/or obligations:
       1. accrued before the date of termination or expiry; or
       2. expressed or intended to continue in force after and despite expiry or termination.
    3. The Customer shall not following the termination of these Terms for any reason represent itself as being connected with SanTranslate or any member of SanTranslate’s Group.
    4. On termination of these Terms (for a breach by the Customer) all outstanding or uninvoiced Prices shall become immediately payable.
18. Confidentiality
    1. In this clause 8, Confidential Information means all technical, commercial and financial information, product information, trade secrets, know-how and all information relating to the plans, intentions, market opportunities, transactions, affairs and/or business of a party and its Group companies and/or its or their customers and/or suppliers, and the Terms;
    2. Each party shall keep secret and confidential all Confidential Information of the other and shall not (and shall procure that its employees and/or officers shall not) copy, use or disclose any such information to any third party, other than as may be necessary to comply with its obligations under these Terms.
    3. The obligation of confidence shall not apply where the Confidential Information:
       1. is required to be disclosed by operation of law;
       2. was in the possession of the recipient prior to disclosure by the other party without restriction on disclosure or use;
       3. is subsequently acquired from a third party without any obligation of confidence;
       4. is or becomes generally available to the public through no act or default of the recipient; or
       5. is disclosed on a confidential basis for the purposes of obtaining professional advice.
    4. This clause 8 shall continue in force notwithstanding the expiry or termination of these Terms, whatever the reason for such termination.
19. Intellectual Property Rights
    1. All intellectual property rights in reports and other deliverables created by SanTranslate in the course of performing the Services shall belong to SanTranslate and the Customer shall not obtain any rights therein. SanTranslate hereby grants the Customer a licence to use the intellectual property rights in the deliverables to the extent necessary to make use of the deliverables as contemplated by the Order Form.
20. Copyright
    1. Where copyright exists in texts to be translated, it is presumed that the Customer has obtained all necessary consents to have such translations made. The Customer will indemnify SanTranslate in respect of any claims, proceedings, costs and expenses arising out of any infringement of copyright, patent or other third party right. SanTranslate, in agreeing to translate the text, implicity licences the Customer to reproduce and publish the translated text in so far as copyright subsists in the translation of the text on the receipt of the agreed payment for the work in which the copyright of SanTranslate exists.
21. Illegal Matter
    1. The Customer shall not require SanTranslate to translate any matter which, in the opinion of SanTranslate, is or may be of an illegal or libellous nature. The Customer will indemnify SanTranslate in respect of any claims, proceedings, costs and expenses arising out of any illegal or libellous matter printed on behalf of the Customer.
22. Assignment and Sub-letting
    1. The contract shall not be assigned by SanTranslate nor sub-let as a whole. If parts of the contract are sub-let, the Customer will remain responsible for the execution of the whole contract except where the sub-letting was as instructed by the Customer.
23. Free issue
    1. All documents provided by the Customer for the execution of the contract remain the property of the Customer and will be retained by SanTranslate in good condition until disposal instructions are received from the Customer. Where no disposal instructions are received, SanTranslate may dispose of the documents herself after a reasonable period.
24. Insolvency and Bankruptcy
    1. If SanTranslate becomes insolvent or bankrupt or, being a company, makes an arrangement with its creditors, or has an administrative receiver or administrator appointed, or commences to be wound up other than for the purposes of amalgamation or restructuring, the Customer may, without prejudice to his other rights, terminate the contract forthwith by notice to SanTranslate or to any person in whom the contract may have been vested.
25. General
    1. Time is not of the essence in relation to the performance of the obligations of SanTranslate under these Terms.
    2. Notices between the Customer and SanTranslate relating to these Terms shall be in writing. Notices shall either be delivered personally or sent by first class post or fax to their registered office. Notices if delivered by hand shall be treated as received when delivered, if sent by first class post 48 hours after posting, if sent by air-mail post 72 hours after posting and if sent by fax when sent.
    3. These Terms are the entire agreement between the Customer and SanTranslate and replaces all previous agreements between them relating to the same subject matter.
    4. Neither the Customer or SanTranslate shall be liable if it breaches these Terms as a result of circumstances which are beyond its reasonable control, provided that as soon as is reasonably practicable it gives notice to the other party. For these purposes acts of omissions by the employees, sub-contractors, developers, agents and representatives of either party are within that party’s control.
    5. Unless these Terms provide otherwise, nothing in it creates a partnership or employment relationship between the Customer and SanTranslate or makes one party the agent of the other.
    6. Neither SanTranslate nor the Customer may assign or transfer these Terms or any rights or objections under them without the prior written consent of the other (such consent not to be unreasonably withheld or delayed).
    7. The Customer and SanTranslate confirm that they do not intend any third party to have the right to enforce any provision of these Terms under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
    8. If any provision of these Terms are found under the laws of any jurisdiction to be invalid, illegal or unenforceable, the validity, legality or enforceability of that provision in that jurisdiction shall not in any way affect the validity, legality or enforceability of all the provisions of these Terms in any other jurisdiction.
    9. The Customer and SanTranslate shall attempt to substitute for any invalid, illegal or unenforceable provision a valid, legal and enforceable provision which achieves to the greatest extent possible the economic, legal and commercial objectives of the invalid, illegal or unenforceable provision.
    10. All terms of this agreement which by their nature ought to survive termination will continue to be effective after this agreement has expired or been terminated.
    11. The laws of England and Wales shall govern these Terms. The Customer and SanTranslate agree to submit to the exclusive jurisdiction of the courts of England and Wales
    12. This Terms and Conditions of Business may be executed in English (UK) and a translated version, but in the event of any conflict between them the English (UK) version shall in all cases prevail.