ECLS TRANSLATIONS TERMS AND CONDITIONS
These Terms and Conditions apply to all Orders for the provision of translation and proofreading services that the Client places with ECLS. They set out all the terms in relation to ECLS supplying Services to the Client. By requesting that ECLS commences the Services, the Client acknowledges and agrees that it shall be bound by these Conditions.
The Client's attention is particularly drawn to the provisions of clauses 7 and 10.
1 DEFINITIONS AND INTERPRETATION
1.1 The following definitions and rules of interpretation shall apply in these Conditions:
Client means the person who purchases Services from ECLS;
Client Default has the meaning set out in clause 4.2;
Client Materials means the document(s) or material(s) sent to ECLS by the Client, to be translated and/or proofread;
Conditions means these terms and conditions as amended from time to time in accordance with clause 12.3;
Confidential Information has the meaning set out in clause 11.2.1;
Contract means the contract between ECLS and the Client for the supply of Services in accordance with these Conditions;
Deliverables means the translated or proofread document produced by ECLS for the Client in the provision of the Services;
ECLS means ecls translations, a company registered in England and Wales with company number 09936382, whose registered office is at 16, Eastgate Business Centre, Eastern Avenue, Burton on Trent, Staffordshire, United Kingdom;
ECLS Materials has the meaning set out in clause 6.4;
Fee means the charges payable by the Client to ECLS for the supply of the Services in accordance with clause 5;
Intellectual Property Rights or IPR means copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;
Order means the Client's written acceptance of ECLS's Quote in accordance with clause 2.4;
Quote means the description or quote of the Services provided in writing by ECLS to the Client in accordance with clause 2.3;
Overtime means an increase in the total Fee of up to fifty (50) percent of the Fee, charged for Services carried out after 6pm on week days or any time on a non-working day; and
Services means the services, including the Deliverables, supplied by ECLS to the Client as set out in the Quote.
1.2 In these Conditions:
1.2.1 headings are for identification and indexing purposes only and they shall not affect the construction or interpretation of these Conditions;
1.2.2 words importing the singular meaning shall include the plural meaning and vice versa and words denoting the masculine gender shall include the feminine and neuter genders;
1.2.3 references to a person shall include natural persons, corporate or unincorporated bodies (whether or not having separate legal personality) and that person’s legal and personal representatives, successors and permitted assigns and references to a party shall mean either ECLS or the Client as the context requires and parties shall mean both of them;
1.2.4 the word including, include, in particular or any similar expression will be construed without limitation unless inconsistent with the context and working days are all days other than Saturdays, Sundays or English public holidays;
1.2.5 a reference to a statute or statutory provision is a reference to it as amended or re-enacted, and includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted; and
1.2.6 a reference to writing or written includes email.
2 ORDERING SERVICES FROM ECLS
2.1 ECLS is in the business of providing professional language translation and proofreading services to its Clients.
2.2 When a Client wishes to engage ECLS for provision of the Services, the Client shall email ECLS at firstname.lastname@example.org or complete the online form at http://www.eclstranslations.co.uk/contact, explaining clearly and specifically what professional translation and/or proofreading services the Client requires. In particular, the Client may include the timescale in which they would like the Services to be completed.
2.3 On receipt of the email from the Client pursuant to clause 2.2, ECLS may respond by sending the Client a Quote. The Quote will, inter alia, detail the Services ECLS can provide in response to the Client’s initial enquiry in accordance with clause 2.2, provide a timescale in which ECLS can provide these Services, and the relevant Fee for doing so.
2.4 If the Client is satisfied that the content of the Quote sent to them in clause 2.3 reflects their requirements and they are happy for ECLS to carry out the provision of Services in accordance with the Quote, they should respond to ECLS by email to confirm the same (the Order). This Order shall constitute an offer by the Client to purchase Services in accordance with these Conditions.
2.5 The Order shall only be deemed to be accepted by ECLS once ECLS issues a written acceptance of the Order with the Quote, at which point and on which date the Contract shall come into existence.
2.6 Any samples or advertising issued by ECLS, in whatever form, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.
2.7 These Conditions alone shall govern and be incorporated in every Contract for the provision of Services to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.8 Any Quote given by ECLS shall not constitute an offer, and is only valid for a period of twenty (20) working days from its date of issue.
3 ECLS’ OBLIGATIONS
3.1 ECLS shall supply the Services to the Client in accordance with the Quote in all material respects.
3.2 ECLS shall use reasonable endeavours to meet performance dates specified in the Quote, and time shall not be of the essence for performance of the Services.
3.3 ECLS shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and ECLS shall use reasonable endeavours to notify the Client in any such event.
3.4 ECLS warrants to the Client that the Services will be provided using reasonable care and skill.
3.5 Any representations about the Services shall have no effect unless expressly agreed in writing and signed by an authorised representative of ECLS. The Client acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of ECLS which is not set out in the Contract.
3.6 The Services will be deemed to have completed upon the supply of the Deliverables to the Client. The Client will have five (5) working days to inspect the Services and notify ECLS of any problem, after which time the Services will be deemed to have been accepted by the Client.
3.7 In the event that the Client is not satisfied with the Deliverables and wishes to make a complaint, it must notify ECLS of this fact in writing within five (5) working days of receipt of the same.
3.8 ECLS shall have a reasonable time to remedy the object of the complaint raised under clause 3.7, without incurring any liability to the Client.
3.9 The Client’s sole remedy and ECLS’ sole obligation in respect of a valid claim that the Services do not meet the warranty under clause 3.4 is to re-perform the Services or rectify the Deliverables free of charge.
3.10 In the event that a complaint is found to be unjustified, ECLS reserves the right to request a reimbursement of any costs incurred in investigating the complaint.
4 THE CLIENT'S OBLIGATIONS
4.1 The Client:
4.1.1 shall ensure that the terms of the Quote meet their requirements in all respects before they issue the Order in accordance with clause 2.4;
4.1.2 shall co-operate with ECLS in all matters relating to the Services;
4.1.3 shall provide ECLS with such information and materials as ECLS may reasonably require in order to supply the Services, and ensure that such information is accurate in all material respects;
4.1.4 warrants that they own or have the right to use the copyright in any Client Materials they provide to ECLS;
4.1.5 warrants that ECLS’ use of any Client Materials does not infringe any third party’s Intellectual Property Rights; and
4.1.6 shall obtain and maintain all necessary licences, permissions and consents which may be required for the provision of the Services.
4.2 If ECLS's performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation under clause 4.1 (Client Default):
4.2.1 ECLS shall, without limiting its other rights or remedies, have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations to the extent the Client Default prevents or delays ECLS's performance of any of its obligations;
4.2.2 ECLS shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from ECLS's failure or delay to perform any of its obligations as set out in this clause 4.2; and
4.2.3 the Client shall reimburse ECLS on written demand for any costs or losses sustained or incurred by ECLS arising directly or indirectly from the Client Default.
5 FEE AND PAYMENT
5.1 The Fee for the Services shall be on a time and materials basis, and will be set out in the Quote (including any overtime Fee) in accordance with clause 2.3.
5.2 ECLS retains the right to amend the Fee in the event that the Client requests any change to the Services as detailed in the Quote.
5.3 ECLS retains the right to charge for Overtime for any time worked by individuals whom it engages on the Services outside of the hours detailed in the Quote. Overtime shall be charged at fifty (50) per cent of the total Fee, on a pro rata basis.
5.4 ECLS shall invoice the Client on completion of the Services in accordance with clause 3.6.
5.5 The Client shall pay each invoice submitted by ECLS:
5.5.1 within twenty-one (21) days of the date of the invoice;
5.5.2 in full and in cleared funds to a bank account nominated in writing by ECLS;
and time for payment shall be of the essence of the Contract.
5.6 All amounts payable by the Client under the Contract are exclusive of amounts in respect of value added tax chargeable for the time being (VAT).
5.7 Where any taxable supply for VAT purposes is made under the Contract by ECLS to the Client, the Client shall, on receipt of a valid VAT invoice from ECLS, pay to ECLS such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.
5.8 If the Client fails to make any payment due to ECLS under the Contract by the due date for payment, then the Client shall pay interest on the overdue amount at the rate of four (4) per cent per annum above Barclays Bank PLC’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Client shall pay the interest together with the overdue amount.
5.9 The Client shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). ECLS may at any time, without limiting its other rights or remedies, set off any amount owing to it by the Client against any amount payable by ECLS to the Client.
6 INTELLECTUAL PROPERTY RIGHTS
6.1 The Client hereby grants to ECLS a non-exclusive, perpetual, worldwide, royalty-free licence to copy, use, modify or adapt the Client Materials, with permission for ECLS to grant sub-licences under the same, for the purpose of providing the Services.
6.2 The Client shall indemnify ECLS against all liabilities, costs, expenses, damages and losses suffered or incurred by ECLS arising out of or in connection with ECLS’ use of the Client Materials in accordance with clause 6.1, including any claim made against ECLS for actual or alleged infringement of a third party’s Intellectual Property Rights arising out of or in connection therewith.
6.3 ECLS retains ownership of all Intellectual Property Rights in the Deliverables and hereby grants to the Client a non-exclusive, perpetual, worldwide, royalty-free licence to copy, use, modify or adapt the Deliverables.
6.4 All resources, equipment, documents and other property of ECLS (ECLS Materials) are and shall remain the exclusive property of ECLS.
7 LIMITATION OF LIABILITY
7.1 Nothing in the Contract shall limit or exclude ECLS's liability for:
7.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
7.1.2 fraud or fraudulent misrepresentation; or
7.1.3 breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession) or any other liability which cannot be limited or excluded by applicable law.
7.2 Subject to clause 7.1, ECLS shall not be liable to the Client, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for any: (i) loss of profits; (ii) loss of sales or business; (iii) loss of agreements or contracts; (iv) loss of anticipated savings; (v) loss of use or corruption of software, data or information; (vi) loss of or damage to goodwill; and (vii) indirect or consequential loss of whatever nature.
7.3 Subject to clauses 7.1 and 7.2, ECLS's total liability to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract shall be limited to a sum equivalent to the total Fee paid by the Client under the Contract.
7.4 The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
7.5 ECLS shall not be in breach of this Contract nor liable for delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure results from any events, circumstances or causes beyond its reasonable control.
7.6 This clause 7 shall survive termination or expiry of the Contract.
8.1 Without limiting its other rights or remedies, either party may terminate the Contract by giving the other party fourteen (14) days' written notice, provided the Services have not yet commenced. Where the Services have commenced, the Client may terminate the Contract on the basis that it pays ECLS pro rata for the work completed towards the provision of the Services to date.
8.2 Without limiting its other rights or remedies, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
8.2.1 the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within ten (10) days of that party being notified in writing to do so;
8.2.2 the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business, or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
8.2.3 the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
8.2.4 the other party's financial position deteriorates to such an extent that in the terminating party's opinion the other party's capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
8.3 Without limiting its other rights or remedies, ECLS may terminate the Contract with immediate effect by giving written notice to the Client if the client fails to pay any amount due under the Contract on the due date for payment and remains in default not less than fifteen (15) days after being notified in writing to make such payment.
8.4 Without limiting its other rights or remedies, ECLS may suspend provision of the Services under the Contract or any other contract between the Client and ECLS if the Client becomes subject to any of the events listed in clause 8.2.2 to clause 8.2.4 or ECLS reasonably believes that the Client is about to become subject to any of them, or if the Client fails to pay any amount due under this Contract on the due date for payment.
9 CONSEQUENCES OF TERMINATION
On termination of the Contract for any reason:
9.1 the Client shall immediately pay to ECLS all of ECLS's outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, ECLS shall submit an invoice, which shall be payable by the Client immediately on receipt;
9.2 the Client shall return all of ECLS Materials and any Deliverables which have not been fully paid for. If the Client fails to do so, then ECLS may enter the Client's premises and take possession of them. Until they have been returned, the Client shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract;
9.3 the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall be unaffected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and
9.4 clauses which expressly or by implication survive termination shall continue in full force and effect.
Nothing in this Agreement shall affect the rights of consumers purchasing the Services from ECLS. For detailed information on your rights as a consumer, please see www.adviceguide.co.uk.
11 ASSIGNMENT AND CONFIDENTIALITY
11.1 Assignment and other dealings
11.1.1 ECLS may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent.
11.1.2 The Client shall not, without the prior written consent of ECLS, assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract.
11.2.1 Each party undertakes that it shall not at any time disclose to any person any information concerning the business, affairs, or clients of the other party (Confidential Information), except as permitted by clause 11.2.2.
11.2.2 Each party may disclose the other party's Confidential Information:
22.214.171.124 to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party's obligations under the Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party's Confidential Information comply with this clause 11.2; and
126.96.36.199 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
11.2.3 Neither party shall use the other party's Confidential Information for any purpose other than to perform its obligations under the Contract.
12.1 The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter, subject to clause 10.
12.2 Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in the Contract.
12.3 No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
12.4 A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not: (i) waive that or any other right or remedy; or (ii) prevent or restrict the further exercise of that or any other right or remedy.
12.5 If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
12.6 No one other than a party to the Contract shall have any right to enforce any of its terms.
12.7 The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the law of England and Wales.
12.8 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.
ECLS TRANSLATIONS COMMERCIAL PRIVACY NOTICE
ecls translations ltd. understands that your privacy is important to you and that you care about how your personal data is used. We respect and value the privacy of all of our clients and their own employees (whether potential or actual). We will only collect and use personal data in ways that are described here, and in a way that is consistent with our obligations and your rights under the law.
Herein, “we” is defined as ecls translations ltd., our employees, agents or workers.
Herein, “you” is defined to mean either your suppliers, clients (whether potential or actual), their employees and individual people associated with your business who we come into contact with.
1. Information About Us
ecls translations ltd.'s registered address is 16 Eastgate Business Centre, Eastern Avenue, Burton on Trent, Staffordshire, DE13 0AT.
Our Data Protection Officer is Emma Cheetham.
2. What Does This Notice Cover?
This Commercial Privacy Notice explains how we use your personal data: how it is collected, how it is held, and how it is processed. It also explains your rights under the law relating to your personal data.
3. What Is Personal Data?
Personal data is defined by the General Data Protection Regulation (EU Regulation 2016/679) (the “GDPR”) as ‘any information relating to an identifiable person who can be directly or indirectly identified in particular by reference to an identifier’.
Personal data is, in simpler terms, any information about you that enables a living person to be identified.
4. What Are My Rights?
Under the GDPR, you have the following rights, which we will always work to uphold:
a) The right to be informed about our collection and use of your personal data.
b) The right to access the personal data we hold about you.
c) The right to have your personal data rectified if any of your personal data held by us is inaccurate or incomplete.
d) The right to be forgotten, i.e. the right to ask us to delete or otherwise dispose of any of your personal data that we have.
e) The right to restrict (i.e. prevent) the processing of your personal data.
f) The right to object to us using your personal data for a particular purpose or purposes.
g) The right to data portability.
h) Rights relating to automated decision-making and profiling. We do not use your personal data in this way.
If you have any cause for complaint about our use of your personal data, you have the right to lodge a complaint with the Information Commissioner’s Office.
5. What Personal Data Do You Collect?
We may collect some or all of the following personal data (this may vary according to your relationship with us):
· Contact Details
· Email Address
6. How Do You Use My Personal Data?
We must always have a lawful basis for using personal data. This will always be because the data is necessary for our performance of a contract with you or to protect the interests of the data subject. Personal data may be used for one of the following purposes:
· Communicating with you;
· Fulfilling a contract.
· Purchasing services or products from, or supplying our services to you;
We may occasionally send out marketing information, but this is sporadic and is not spam.
7. How Long Will You Keep My Personal Data?
We will not keep your personal data for any longer than is necessary in light of the reason(s) for which it was first collected but will retain necessary information for 6 years after the end of our contract with you.
8. How and Where Do You Store or Transfer My Personal Data?
We will only store or transfer your personal data within the European Economic Area (the “EEA”).
9. Do You Share My Personal Data?
We will not share any of your personal data with any third parties for any purposes, unless we are legally required to do so to comply with legal obligations, a court order, or the instructions of a government authority.
In the case of our suppliers, we may share your name, contact details and correspondence.
If any of your personal data is required by a third party, as described above, we will take steps to ensure that your personal data is handled safely, securely, and in accordance with your rights, our obligations, and the third party’s obligations under the law.
10. Changes to This Privacy Notice
We may change this Privacy Notice from time to time.