Verboo Terms and Conditions

1.    Definitions
I.    The Company (we, us, our) means Verboo, part of The Edicis Group, under the address of 45-51 Whitfield Street, London, W1T 4HB.
II.    The Client (you/your) means the person, company, firm or body to whom we (the Company) are supplying the Finalised Works.
III.    The Original Work means the files, materials and works provided by you for the purposes of carrying out the Services.
IV.    The Finalised Work means the files, materials and works adapted, localised and produced from the Original Works in accordance with your instructions and provided by us to you.
V.    The Services means all language services provided by us to you.
VI.    The Contract means a contract between the Company (us) and the Client (you) for the provision of Services incorporating these terms and conditions.
VII.    Intellectual Property Rights means any rights in or to any patent, copyright, database right, registered design, design right, utility model, trade mark, brand name, service mark, trade name, business name, chip topography right, know-how or confidential information and any other rights in respect of any other industrial or intellectual property, whether capable of being registered or not and including all rights to apply for any such rights.

2.    The Company’s responsibilities
I.    The Services shall be carried out using reasonable skill and care in accordance with the standards of the industry.
II.    We shall use all reasonable skill and care in selecting copywriters, translators, interpreters and other personnel used to produce the Work.
III.    No terms, conditions or warranties, whether express or implied, about the quality or fitness for purpose of the Services or the Finalised Works shall be incorporated unless expressly set out in this Contract.
IV.    We shall incur no liability to you for innocent or negligent misrepresentation by virtue of any statement made by or on behalf of us prior to the Contract, whether orally or in writing, and you shall not be entitled to rescind the Contract on the grounds of any such misrepresentation.
V.    We do not warrant that the Finalised Works or the Services will meet your specific requirements and, unless otherwise agreed in writing, we do not warrant that the operation of any Finalised Works sent to you or Services performed by us will be uninterrupted or error-free. Furthermore, we do not warrant or make any representation regarding the use of the Finalised Works or the Services provided in terms of their accuracy, correctness and reliability or otherwise.
VI.    You acknowledge that any Original Works and Finalised Works submitted by and to you over the Internet cannot be guaranteed to be free from the risk of interception or corruption, even if transmitted in encrypted form, and that we have no liability for the loss, corruption or interception of any Original Works or Finalised Works.
VII.    YOU MUST NOTIFY US IN WRITING WITHIN 90 DAYS (TIME BEING OF THE ESSENCE) OF DELIVERY OF THE FINALISED WORKS, OR THE PERFORMANCE OF THE SERVICES, OF ANY CLAIM ARISING OUT OF THE PROVISION OF THE SERVICES AND/OR THE FINALISED WORKS (‘CLAIM’), TOGETHER WITH FULL DETAILS OF ANY CLAIM. IF YOU FAIL TO NOTIFY US OF ANY CLAIM WITHIN THE PERIOD OF 90 DAYS, WE SHALL NOT BE LIABLE TO YOU.
VIII.    Where you require us to provide Services to you with expedition and/or we propose that you utilise a number of our Services for the fulfilment of your requirements and you do not accept all of them, then there may be a risk that the quality of the Services is not of the high standard that we provide in the normal course of our business. In either circumstance we disclaim any responsibility for the Finalised Works and you accept that
a.    the Services may not be carried out by us using the same level of skill and care as we would use in providing the Services in the normal course of our business;
b.    there may be errors or omissions in the performance of the Services which shall not entitle you either to cancel the Contract or decline to make any payment to us in respect of the provision of the Services;
c.    you indemnify us in relation to any claim made or loss suffered as a consequence of any such error or omission.

3.    The Client’s responsibilities
I.    You warrant, represent and undertake that the materials submitted by you shall not contain anything of an obscene, blasphemous or libellous nature and shall not (directly or indirectly) infringe the Intellectual Property Rights of any third parties.
II.    Unless otherwise agreed by us, you (which for the purposes of this clause includes any of your associated companies, their or your employees, directors, principals or shareholders) shall not, for a period of two years after termination of the Contract, either directly or indirectly, on your own account or for any other person, firm or company, solicit, employ, or endeavour to entice away from us or use the services of a copywriter, translator or interpreter who has provided the Services and/or Finalised Works to you on our behalf under the Contract (“Linguist”). In the event of your breach under this clause, you agree to pay us an amount equal to the aggregate remuneration paid by us to the Linguist for the year immediately prior to the date on which you employed or used the services of the Linguist.
III.    You agree, upon demand, to indemnify us (which for the purposes of this clause includes our employees, agents and sub-contractors), and keep us indemnified, from all losses, damages, injury, costs and expenses of whatever nature suffered by us to the extent that the same are caused by or related to
a.    the use or possession by us of any of the Original Works or materials provided by you in relation to the provision of the Services, including the breach of any Intellectual Property Rights of any third party in or to any such Original Works or materials;
b.    the processing by us of any data (where ‘processing’ and ‘data’ have the meaning given in section 1(1) of the Data Protection Act 1998) in the provision of the Services as anticipated by clause 12 below;
c.    breach of warranty given by you in this clause 3;
d.    any other breach by you of these Terms and Conditions.
IV.    In the event you require us to provide the Services on your premises you shall:
a.    assign members of staff with suitable skill and experience to be responsible for our activities;
b.    provide such access to premises, interpretation systems and other facilities which may be reasonably required by us;
c.    provide such information as may be required by us to carry out the Services and ensure all such information is correct and accurate;
d.    ensure that all necessary safety and security precautions are in place at your premises.
V.    We shall be entitled to charge you for any additional costs and expenses which we may incur as a result of any hazardous conditions or material encountered at your premises.
VI.    We shall not be obliged to continue to perform the Services where we consider, at our sole discretion, that to do so would constitute an illegal act, or a safety hazard or a breach of warranty given by you in this clause 3.

4.    Quotations
I.    Verbal quotations are given for guidance only. They are not binding to the Company and are subject to a printed quotation upon receipt of the Original Works. Written quotations remain valid for 30 days after dispatch unless otherwise stated. The Company reserves the right to make an additional charge to the quoted amount if, after commencement of the Work, changes to the Original Works are advised by the Client. Such a charge will be agreed with The Client before continuing with the Work.
II.    All Contracts are subject to these Terms and Conditions. All Terms and Conditions referred to in the purchase order of the Client or requested by the Client shall have no effect. Any variation to the Contract must be confirmed in writing by one of the Directors of the Company.
III.    Information provided in our brochures and other published material is a general description and has no legal bearing on the Contract.

5.    Payments
I.    Unless otherwise stated, prices are in GBP and are exclusive of VAT (value added tax) or any other tax. The Company shall invoice the Client for all appropriate taxes and expenses which the Company is liable to collect. The Client shall be liable to pay any penalties or interest on such taxes which are payable by the Company as a result of the Client’s delay in paying such taxes.
II.    Quotations in a currency other than GBP are based on the rate of exchange at the time of quoting and, unless otherwise stated, the price may be subject to revision up or down if any different rate of exchange is ruling at the date of invoice.
III.    All work is subject to a minimum charge of £100.00.
IV.    Urgency rates will apply, depending on circumstances.
New Clients and Clients who do not form part of a Limited Company, LLP or Registered Charity in the UK, or equivalent overseas, are required to pay a deposit of at least 50% of the total quote value (inc. VAT) prior to commencement of the Work.
a.    In the case of translation, transcreation or copywriting Work, once the relevant quotation is accepted, the Company will commence allocation of work to a qualified person. In the event that the purchase order for the work is cancelled after acceptance of the quotation, the Company reserves the right to charge a cancellation fee proportionate to the costs incurred
b.    Where the quotation appertains to the Company supplying an interpreting service, the cancellation fee of 100% of the value of the quotation will be levied if the purchase order is cancelled 48 hours or less before the commencement time of the scheduled interpreting service. A cancellation between 48 hours and 7 days prior to the date of the scheduled service will incur a charge of 50% of the agreed amount. Depending on the time of cancellation and scale of the services requested, the Company reserves the right to charge a cancellation fee proportionate to the up-front costs incurred.
V.    Without prejudice to the other rights of the Company, the Company reserves the right to charge interest on overdue accounts, such interest to be calculated daily on the amount outstanding at the rate of 5 per cent above the published base rate of the Bank of England.
VI.    Payment shall be made within 30 days of invoice date. The Client must cover all bank charges.
VII.    Failure to pay any invoice in accordance with the foregoing terms, or other terms specified in the Contract, shall entitle the Company to suspend further work both on the same order, and on any other order from the Client, without prejudice to any other right the Company may have.
VIII.    Title to the Finalised Works shall remain vested in the Company and shall not pass to the Client until the purchase price for Finalised Works has been paid in full and received by the Company as cleared funds. Any utilisation of the Finalised Works by the Client before such payment is received can only be with the specific permission of the Company. Such permission can only be given by an officer of the Company and will, if given, be in writing. Utilisation of the Finalised Works without such permission will be a breach of copyright and any action necessary to remedy the breach will be taken by the Company, at the Company’s sole discretion.

6.    Termination
I.    If you subsequently cancel, reduce in scope or frustrate (by an act or omission on your part or any third party relied upon by you) the Contract, the full price for the Contract shall remain payable unless otherwise agreed in writing in advance. Any Original Works provided to us and Finalised Works completed by us under the Contract shall be made available to you on termination of the Contract.
II.    We shall be entitled to terminate the Contract immediately by written notice to you if:
a.    You commit a material breach of the Contract and, in the case of such a breach which is capable of remedy, you fail to remedy the same within 7 days of receipt of a written notice specifying the breach and requiring it to be remedied; or
b.    You commit a material breach of the Company’s Software License (if any); or
c.    You make any voluntary arrangement with your creditors or (being an individual or firm) become bankrupt or (being a company) become subject to an administration order or go into liquidation, or an incumbrancer takes possession or a receiver is appointed over any of your property or assets, or you cease or threaten to cease business, or an equivalent or analogous event occurs in any other jurisdiction.
III.    Any termination of the Contract shall not prejudice any rights or remedies which may have accrued to either party.
7.    Modifications or Changes
I.    The Company will use reasonable endeavours to meet the deadlines requested by the Client for the Services requested, but, for the avoidance of doubt, time alone shall not be of the essence in relation to the delivery of the Finalised Work.
II.    The Company reserves the right to advise the Client of changes to the timescale for completion of any Services where it is unavoidable, and accepts no liability for any loss or damage which may be suffered by other parties as a direct or indirect result of a change in delivery date.

8.    Force majeure
I.    In the event of force majeure, the Company shall notify the Client without delay, indicating the circumstances. Force majeure shall entitle both the Company and the Client to cancel the order, but in any event, the Client undertakes to pay the Company for any work already completed or any expenses already incurred. If appropriate, the Company will assist the Client to the best of its ability to place the order elsewhere.
II.    Neither the Company, its affiliates nor their respective successors shall be liable in any way for any loss, damage, delay or failure of performance resulting directly or indirectly from any cause which is beyond the Company’s reasonable control, including but not limited to: fire, explosion, lightning, pest damage, power surges or failures, strikes or labour disputes, terrorism, water, acts of God, the elements, war, civil disturbances, acts of civil or military authorities or the public enemy, inability to secure raw materials, product or transportation facilities, fuel or energy shortages, acts or omissions of communications carriers, or any other cause beyond the Company’s control whether or not similar to the foregoing.

9.    Complaints
I.    Any complaint in connection with the work carried out by the company shall be made by the Client to the Company (or vice versa, as the case may be) within 5 days of the last day of the Finalised Work being delivered. If the parties are unable to agree, the matter may be referred to an Arbitration Committee, for arbitration within a time limit of two months from the date on which the original complaint was made. By the application and acceptance of these Terms of Business, it is implicitly agreed a priori that the decision of the Arbitration Committee shall be final and binding on both parties.

10.    Copyright
I.    Copyright in all work provided by the Company remains with the Company unless specifically agreed otherwise in writing. The Company and its translators and copywriters assert all moral rights relating to copyright.
II.    Where the Work is known by the Company to be intended for publication, it is agreed that the Company grants to the Client a licence to publish the Work on a single occasion, in consideration of the agreed fee and when this has been paid.
III.    Where it has been agreed that copyright is to be assigned to the Client, this will take effect only on payment in full of the agreed fee.

11.    Confidentiality
I.    The Company and its Linguists shall at no time disclose to any third party any information contained in the Client’s original documents or translations or adaptations thereof, without the express authorisation of the Client.
II.    The Company and its Linguists are responsible for the safekeeping of the Client’s documents or translations or adaptations thereof, including copies, while these are in the Company and its Linguists’ keeping, and shall ensure their secure disposal.

12.    Data Protection
I.    Each party shall ensure that in the performance of its obligations under these Terms and Conditions it will at all times comply with relevant provisions of the Data Protection Act 1998.
II.    Any like for like quotation comparison will be at the discretion of the Company.

13.    Final Agreement
This Agreement constitutes the complete and final agreement between the parties with respect to its subject matter and supersedes all prior oral or written understandings or statements. Terms and Conditions on any Client order form are expressly rejected and shall have no effect notwithstanding the Company’s acceptance or use of any such form.