1. DEFINITIONS
1.1 'Client' means the person, firm, organisation, statutory or corporate body, together with any subsidiary or associated undertaking, for whom 'Arabic Editor' has agreed to provide the Services pursuant to these terms and conditions.
'Services' means translation and other associated services required by the Client and specified on the Cost of Estimate Sheet or Book Translation Form.
'Source Material' means any documents, materials, element of text, images, graphics, photographs, designs, data or other information provided by the Client to 'Arabic Editor' relating to the Services. 'Deliverable' means the final, translated version of the Source Material or other such document provided by P'Arabic Editor' to the Client pursuant to and resultant from the Services.
'Cost of Estimate Sheet' means the sheet in which details of the required service is specified and to which these Terms of Business are appended.
1.2 The headings contained in these Terms are for convenience only and do not affect their interpretation.
2. SUPPLY OF SERVICES
2.1 If the Services are booked via telephone or email, the Client shall sign, date and return the Cost of Estimate Sheet to their Account Manager at 'Arabic Editor' to acknowledge the Client’s acceptance of the Services and charges outlined in the Cost of Estimate Sheet before 'Arabic Editor' undertake any work on their behalf.
2.2 The Client at its own expense shall supply 'Arabic Editor' with all necessary Source Material within sufficient time to enable 'Arabic Editor' to provide the Services. The Client shall be responsible for and therefore ensure the accuracy of all Source Material.
2.3 'Arabic Editor' reserves the right and therefore shall be entitled to sub-contract 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.
3. INTENDED USAGE
3.1 The Client shall clearly indicate the intended use of the translation or other consequence of the Services.
3.2 A translation or other consequence of the Services shall only be used by the Client for information and understanding only, and shall therefore only be of sufficient standard for such use by the Client.
3.3 Should the Client wish to use the Deliverable for any other purpose (including, by way of non-exhaustive examples, for the purpose of external marketing/public domain exploitation or as evidence in civil or criminal proceedings), the Client shall obtain confirmation from 'Arabic Editor' that the translation is suitable for that purpose. 'Arabic Editor' reserves the right to amend and adapt any previously supplied translation, if necessary, for the new purpose.
3.4 Where the purpose of the translation is not disclosed, 'Arabic Editor' shall execute the translation as if it were for information only pursuant to clause 3.2 herein. However, if in 'Arabic Editor' judgement, the apparent intended purpose is otherwise, 'Arabic Editor' shall communicate with the Client, whenever possible, before commencing translation in order to clarify the intended purpose.
4. CHARGES AND PAYMENT TERMS
4.1 'Arabic Editor' reserves the right to adjust pricing.
4.2 All accounts are net and due as specified in the Cost of Estimate Sheet. The Client shall pay such charges with cheque payable to 'Mohammed Mustafa', or via bank transfer with any charges for such assumed by the Client, within 30 days of the date of invoice issued for the Services.
4.3 If the provision of the Services is estimated by P'Arabic Editor' to take longer than 3 months to complete, 'Arabic Editor' shall be entitled to invoice the Client at monthly intervals for the pro-rated part of the total charge payable for the completed Service.
4.4 Reasonable additional charges shall be levied by 'Arabic Editor' for the performance of any or all of the following in connection with the Services:-
4.4.1 Sending of facsimile messages
4.4.2 Delivery by courier
4.4.3 Proofreading of any completed translation work prepared by or for 'Arabic Editor' by a native speaker other than the original translator
4.4.4 Changes or other amendments required by the Client after the completion of the Services.
4.5 Payment of invoices outside these terms will be subject to the remedies contained within the provision of the Late Payment of Commercial Debts (Interest) Act 1998 (as amended and supplemented by the Late Payment of Commercial Depts. Regulations 2002), which includes interest and compensation.
4.6 Where delivery is to be made by instalments, each delivery shall be deemed for such purpose to be the subject of a separate contract and any failure whatsoever by 'Arabic Editor' in respect of any one delivery shall not entitle the buyer to repudiate the contract or to cancel any instalments remaining to be delivered thereunder.
5. DELIVERY
5.1 Any date intimated by 'Arabic Editor' 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. 'Arabic Editor' 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. 5.2 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 'Arabic Editor's' ability without fault to meet the terms of a contract with the Client as agreed), 'Arabic Editor' shall notify the Client without delay, indicating the circumstances. Force Majeure shall entitle both 'Arabic Editor' and the Client to terminate the Services, but in such event, the Client shall pay 'Arabic Editor' for any and all work already completed. 'Arabic Editor' will use reasonable endeavours to assist the Client to place its commission elsewhere.
5.2 Delivery of the Deliverable 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, 'Arabic Editor' will retain a copy of the translation and upon request by the Client will forward a further copy free of charge.
6. URGENCY
Although an urgency surcharge may be levied for urgent Services requested by the Client, because such urgency may preclude the necessary time to check and edit the translation, and result in the use of multiple translators for larger volumes may result with inconsistencies and inaccuracies, 'Arabic Editor' shall not be liable for any direct or indirect loss flowing from the accuracy and/or consistency of the Deliverable or other such consequential urgency issues.
7. CANCELLATION
Upon the Client booking the Services in accordance with clause 2.1 or, as the case may be, clause 2.2 herein, the Client shall not under any circumstance other than as set out in these terms and conditions be entitled to cancel the Services.
7.1 'Arabic Editor' shall be relieved of all liability for obligations incurred to the Client whenever and to the extent of which the fulfilment of such obligation is prevented by any cause beyond its control.
7.2 'Arabic Editor' shall not be liable to the Client or any third party in any circumstances whatsoever for any consequential loss or damage of any kind (including loss of profit) and the Client shall indemnify 'Arabic Editor' against all claims and demands upon the 'Arabic Editor' for any such consequential loss or damage.
7.3 'Arabic Editor' will only accept responsibility for any errors or omissions if a full report stating each and every one of the errors or omissions alleged is submitted to 'Arabic Editor' in writing. As a result of any error or omission in work undertaken by 'Arabic Editor', 'Arabic Editor' will, as its option, either re-type the work or compensate the Client for the cost of any additional typing or printing up to the amount of the fee charged to the Client in respect of the Services, provided that such fee has been paid to 'Arabic Editor' and provided the work has been used by the Client for the purpose indicated to 'Arabic Editor' by the Client. If the Client has not given written notice to 'Arabic Editor' that the Deliverable is not satisfactory within 10 working days of its delivery to the Client, the Client shall be deemed to have accepted and approved the Services and the Deliverable and 'Arabic Editor' shall have no liability for any defect in the quality of the translation or their failure to correspond with the Cost of Estimate Sheet and the Client shall be bound to pay 'Arabic Editor' as if the translation work had been satisfactorily supplied. Whilst 'Arabic Editor' will make every reasonable effort to deliver an accurate translation of the Source Material, the Client’s subjective preferences in determining the accuracy of translation work cannot be accommodated as standard practice in any way whatsoever. Without provision by the Client, in writing, of their own list of terms or glossary of preferred terminology and receipt of the same by 'Arabic Editor', 'Arabic Editor' will not accept liability for nor to undertake revisions or changes to the Deliverable and further the Client’s subjective preferences in rendering of text in any language whatsoever cannot be accepted as reason for dispute or reduction of the final invoice due.
8. CONFIDENTIALITY
The nature of the work performed and any information transmitted to 'Arabic Editor' by Client shall be confidential. 'Arabic Editor' shall not without the prior consent of client, divulge or otherwise disclose such information to any person other than authorized employees or authorized subcontractors of 'Arabic Editor' whose job performance requires such disclosure. The provisions of this paragraph shall not apply to the extent that P'Arabic Editor' is required by law to divulge such information or to the extent that such information is or becomes a matter of public knowledge other than by disclosure by 'Arabic Editor'.
9. COPYRIGHT
Without prior written agreement to the contrary, copyright in the Deliverable shall vest in 'Arabic Editor' and the Client, upon payment of all outstanding charges to 'Arabic Editor' for the Services is granted a licence to exploit such translation for its stated purpose only. Unless otherwise agreed in writing, any published text of the translation shall carry the following statement.
Translated from (language) by 'Arabic Editor', (year)
10. THIRD PARTIES
10.1 A person or entity that is not an express party to these terms and conditions (and therefore this agreement) has no right under the Contracts (Rights of Third Parties) Act 1999 to rely upon or enforce any of these terms and conditions and 'Arabic Editor' shall have no liability whatsoever to any such third party.
11. ENTIRE AGREEMENT
11.1 These terms and conditions represent the entire understanding and constitute the entire agreement between 'Arabic Editor' and the Client and supersede any previous agreement between 'Arabic Editor' and the Client as to the same subject matter. Without prejudice to the generality of clause 2.1 herein, these terms and conditions may only be varied in writing, executed by duly authorised officers or 'Arabic Editor' and the Client.
11.2 Each of 'Arabic Editor' and the Client acknowledges and agrees that in entering into these terms and conditions it has not relied on any representation or warranty or undertaking other than those expressly set out herein and, except in relation to any liability for fraudulent misrepresentation, neither party shall be under any liability or shall have any remedy (including the avoidance of these terms and conditions) to the other in respect of any representation or statement which is not expressly prescribed by these terms and conditions.
12. GOVERNING LAW & JURISDICTION
These terms and conditions are governed by and shall be construed in accordance with the law of England and Wales and are subject to the exclusive jurisdiction of the Courts of England and Wales.
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