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Terms and Conditions of Service

Terms and Conditions 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 and 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 thereafter will lapse unless otherwise stated in writing.
The Company will not be bound by any oral quotation or any 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 which are included in the quotation
or which the Company considers reasonably necessary.

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 but
whilst the Company shall make every reasonable effort to meet the Client’s requirements,
late delivery shall not entitle the Client to withhold payment for Work done.

5.2. Should completion of Work be required sooner than the normal time requisite
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, but 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 and, in such 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 for any reason cancels Work which he has commissioned, 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 he has commissioned 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
whatsoever shall be notified to the Company in writing within 30 working days
of receipt of the Work or service by the Client or completion of the Work by
the Company whichever is the 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 or
its employees or sub-contractors (being negligence as defined in Section 1 of
the Unfair Contract Terms Act 1977) provided always that the maximum liability
of the Company in relation to damage shall in no case exceed the contract price
for the Work. For the purpose of this Clause ‘Damage’ means any loss or damage
whatsoever (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. Notwithstanding any other term of any contract 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 consents necessary 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 and 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 otherwise 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 shall be the higher,

(b) in any case, the sum of £2,500 (exclusive of VAT).

10.2 For the purpose of this Clause, ‘associate’ means any partner
of the Client and any company in which the Client or any firm in which he is
a partner holds not less than one-third of the issued equity share capital (as
defined in Section 744 of the Companies Act 1985) and any subsidiary of such
company (as defined in Section 736 of the Act) or in the case of a Client who
is a company, any company which owns directly or indirectly not less than one-third
of the issued share capital of the Client. ‘Relevant person’ means
any translator, interpreter, typist, typesetter, artist, proof-reader or other
person who shall have been engaged either as an employee or independent contractor
by the Company and who shall have provided Work for such Client directly or
indirectly through the Company within six months preceding the use of their
services by the Client or an associate as aforesaid.

11. Force Majeure

11.1 In the event of Force Majeure (which shall be failure of electronic equipment,
strike, fire, industrial dispute, civil commotion, natural disaster, acts of
war and other situations which can be shown to have materially affected the
Company’s ability to deal with the Work as agreed), the Company shall notify
the Client immediately, indicating the circumstances. Force Majeure shall entitle
both the Company and the Client to withdraw from the contract for the Work but
in any event, the Client undertakes to pay the Company for Work already completed.
The Company will assist the Client to the best of its ability to place the Work

12. Jurisdiction

12.1 These Conditions shall be interpreted in accordance with the Law of England
and Wales and the Company and the Client 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, and where the Company is the proprietor of any copyright in any other
Work, the Company in agreeing to supply Work (as defined in Clause 1) implicitly
licenses insofar as it is able to do so the reproduction or publication of the
Work. However, in the event that payment is not received in accordance with
Clause 4.2. the said licence shall be automatically revoked and the Client shall
not be at liberty to make use of any Work in which the copyright of the Company

13.2. In the event that the Company uses translation memory software or creates
of its own volition terminology databases in undertaking a project, this memory/database
remains the property of the Company at all times, unless a specific charge for
this service has been invoiced to and paid for by the Client.

13.3. Whilst the Company undertakes to use its best endeavours to produce an
accurate and idiomatic translation of the original text, 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.
The Company shall be under no obligation to indicate or correct errors or omissions
in original material supplied by the Client.

13.4 Where a Client has specified a particular use for translation Work and
subsequently desires to use the translation for a purpose other than that for
which it was originally supplied, the Client should obtain confirmation from
the Company that the translation is suitable for the new purpose. The Company
accepts no liability where a translation is used for a purpose other than that
for which it was originally supplied and reserves the right to make further
charges for any amendments necessitated by the use of a translation for a new

13.5 Where the contract for Work provides for proofs or text to be submitted
to the Client for approval the Company shall not be liable for any errors not
corrected by the Client or any amendments or modifications made by the Client
in the proofs or text.

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