Terms of Service
1. Definitions
‘The Company’ means Tongue Tied (Manchester) Ltd. ‘Work’ means any translation, interpreting, typesetting, artwork, brand name checks, printing, or any other services supplied by ‘the Company’.
‘Client’ means any person, firm, or company to whom ‘the Company’ shall supply or contract to supply ‘Work’.
2. Application
2.1. No conditions other than those set out herein nor any variation thereof shall be binding on the Company unless otherwise specifically agreed in writing by a Director of the Company. These conditions shall be incorporated in every future offer, acceptance, and contract for Work by the Company, and any conditions proposed by the Client are hereby excluded.
3. Acceptance
3.1. All quotations are given subject to confirmation by the Company upon receipt of the Client’s order. No contract shall be concluded until such confirmation, either orally or in writing, is given. Each order, when accepted, constitutes a separate contract but is subject to these Terms as stated above.
3.2. Any written quotation for Work will remain open for acceptance for 30 days after despatch and will lapse thereafter unless otherwise stated in writing. The Company will not be bound by any oral quotation or acceptance of it.
4. Prices and Payments
4.1. Prices quoted are exclusive of VAT and delivery charges (other than postage). An additional charge may be made for expenses incurred by the Company at the request of, or by agreement with, the Client. These charges will be included in the quotation or are considered reasonably necessary by the Company.
4.2. Payment for Work shall be made within 30 days of the invoice date unless otherwise specifically agreed by a Director of the Company.
5. Completion of Work
5.1. Dates or periods given for completion of Work are only best estimates, and the Company is not liable for the consequences of any delay. The Client must specify a completion date (if material) when commissioning the Work. The Company shall make every reasonable effort to meet the Client’s requirements; however, late delivery shall not entitle the Client to withhold payment for Work done.
5.2. If the completion of Work is required sooner than the normal time necessary for its proper production, and in any event where commissioned Work is supplied by fax, every effort will be made to secure freedom from defects. However, reasonable allowance must be made by the Client in such cases. Should such completion of Work necessitate overtime being worked or other additional costs being incurred, a charge will be made to cover the increased cost.
5.3. The Company accepts no liability for the consequences of any delay in completion of Work caused by the Client. In such an event, any agreed deadlines or delivery schedules will automatically cease to be valid, and new dates must be negotiated.
5.4. Unless otherwise agreed, completed Work will be delivered to the Client by e-mail wherever practicable.
6. Cancellation and Suspension
6.1. If the Client cancels Work for any reason, charges will be payable for all completed Work up to the cancellation date and for all other costs and expenses which may accrue as a result of such cancellation.
6.2. If the Client suspends or postpones Work for a period of 15 days or more, charges will be payable for all completed Work up to the date of suspension or postponement. In any other case, such charges will be payable upon completion of the Work.
7. Liability
7.1. A complaint by the Client in respect of any aspect of the Work or service must be notified to the Company in writing within 30 working days of receipt of the Work or service, or completion of the Work by the Company, whichever is sooner. Any complaints received after this period will be considered at the Company’s discretion.
7.2. Subject to the terms of Clause 9, the Company will accept liability for damage, death, or personal injury caused by the negligence of the Company, its employees, or sub-contractors (as defined in Section 1 of the Unfair Contract Terms Act 1977). The maximum liability of the Company in relation to damage shall not exceed the contract price for the Work. For the purpose of this Clause, ‘Damage’ means any loss or damage (other than death or personal injury) directly or indirectly attributable to any negligent act or omission of the Company, its employees, or sub-contractors.
7.3. The Client shall indemnify the Company against all claims, proceedings, costs, and expenses for which the Company may become liable in respect of Work completed under a contract with the Client.
8. Illegal Matter
8.1. The Company shall not be required to translate, interpret, or print any matter which, in its opinion, is or may be of an illegal or libellous nature. Where copyright subsists in text to be translated by the Company, it is presumed that the Client has obtained all necessary consents for such Work to be carried out.
8.2. The Company shall be indemnified by the Client in respect of any claims, proceedings, costs, and expenses arising out of any libellous matter printed for the Client or any infringements of copyright, patent design, or other third-party rights.
9. Client’s Property
9.1. All documents, paper, or other property supplied to the Company by the Client will be held or dealt with by the Company at the Client’s risk. The Company will not be responsible for the consequence of any loss or damage thereto.
9.2. The Company reserves the right to destroy or dispose of any document, paper, or other property of the Client which has been in its custody for more than 12 months following completion of the Work to which it relates.
10. Use of Company Personnel
10.1 If any Client or associate uses the services of a relevant person other than pursuant to a contract with the Company, the Client shall forthwith pay to the Company: (a) Where the relevant person becomes an employee of such Client or associate, a sum equal to 15% of the gross annual remuneration of such relevant person or a sum of £2,500 (exclusive of VAT), whichever is higher, and
(b) In any other case, the sum of £2,500 (exclusive of VAT).
11. Force Majeure
11.1 In the event of Force Majeure (failure of electronic equipment, strike, fire, industrial dispute, civil commotion, natural disaster, acts of war, etc.), the Company shall notify the Client immediately. Force Majeure shall entitle both parties to withdraw from the contract for the Work, but the Client undertakes to pay for Work already completed.
12. Jurisdiction
12.1 These Conditions shall be interpreted in accordance with the Law of England and Wales, and both parties irrevocably submit to the non-exclusive jurisdiction of the English Courts.
13. Translation, Typesetting and Ancillary Services
13.1 Under the Copyright Act 1956, copyright subsists in the translation of any text. Where the Company is the proprietor of copyright in any other Work, the Company implicitly licenses the reproduction or publication of the Work. If payment is not received in accordance with Clause 4.2, this licence shall be automatically revoked.
13.2. If the Company uses translation memory software or creates terminology databases, these remain the property of the Company unless a specific charge has been invoiced to and paid for by the Client.
13.3. The Company undertakes to produce an accurate and idiomatic translation of the original text. However, the Client must accept that a translation may read differently from good original writing, and no liability is accepted by the Company for any alleged lack of advertising or sales impact.
13.4. If the Client desires to use the translation for a purpose other than originally specified, they should obtain confirmation from the Company that the translation is suitable for the new purpose. The Company accepts no liability for use in another context.
13.5 Where proofs or text are submitted to the Client for approval, the Company shall not be liable for any errors not corrected by the Client.