TELEPHONE INTERPRETING TERMS AND CONDITIONS

1. Definitions

1.1 In these Terms and Conditions:

'Confidential Information' means information (in any form) which is confidential either to you or to us and which either you disclose to us or we disclose to you in connection with our Services.

'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.

'Order' means an order for the Services provided by you from time to time. 'Original Works' means the documents, files, materials and works provided by you for thepurposes of carrying out the Services.

'Services' means all language services performed by us for you.

‘Terms and Conditions' means these standard terms and conditions as set out below.

'We, us, our, Pearl' means Pearl Linguistics (company number 502 26 86) whose registered office is at Devonshire House, Manor Way, Borehamwood, Hertfordshire, WD6 1QQ.

'You, your, Customer' means the company, firm, body or person to whom we are supplying the Services and / or the Work Products.

2. General

2.1 The Contract shall come into force on receipt of your Telephone Interpreting Registration Form.

2.2 The Contract will be subject to these Terms and Conditions. All terms and conditions appearing or referred to in the Order or otherwise stipulated by you shall have no effect. Any variation of the Contract must be confirmed in writing by us.

2.3 Information provided in our brochures, catalogues or other published material is general description only and does not form part of the Contract.

2.4 These Terms and Conditions apply to all Services provided to you unless otherwise agreed between the parties in writing.

3. Price and Payment

3.1 Unless otherwise stated, prices are in sterling and are exclusive of value added tax and any other tax or duty. We shall invoice you for all appropriate taxes and expenses for which we are liable to collect. You shall be liable to pay any penalties or interest on such taxes which are payable by us as a result of your delay in paying such taxes.

3.2 Price includes transmission to the address specified in our quotation or confirmation of order .

3.3 Quotations in a currency other than sterling 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.

3.4 You agree to pay all properly invoiced charges for any and all services rendered within thirty (30) days of date of invoice. All invoices will be submitted electronically no later than the 5th business day of the month.

3.5 Failure to pay any invoice in accordance with the foregoing terms or other terms specified in the Contract shall entitle us to suspend further work both on the same order and on any other order from you without prejudice to any other right we may have.

3.6 We reserve the right to charge interest on overdue accounts, such interest to be calculated daily on the amount outstanding at the rate of 4 per cent above the published base rate of Barclays Bank plc.

3.7 Where the services are being rendered in stages / over a period of more than 60 days, Pearl Linguistics has the right to invoice the customer upon completion of each stage of the work/ at monthly intervals. We cannot accept a delay in payment due to Translated Works awaiting approval of agents abroad.

4. Delivery

4.1 The dates for carrying out the Services are approximate only and, unless otherwise expressly agreed by us, time is not of the essence for delivery or performance and no delay shall entitle you to reject any delivery or performance or to repudiate the Contract.

4.2 We will not be liable in any circumstances for the consequences of any delay in delivery or performance or failure to deliver or perform if the duration of the delay is not substantial or if the delay or failure is due to late delivery or performance or non- delivery or non-performance by suppliers or subcontractors, shortage of labour, an act of God, fire, inclement or exceptional weather conditions, industrial action, hostilities, governmental order or intervention (whether or not having the force of law) or any other cause whatever beyond our control or of an unexpected or exceptional nature.

4.3 Posting or delivery to a carrier (including post, facsimile, e-mail) for the purpose of transmission to you shall, for the purposes of the Contract, constitute delivery to you. Risk in the Translated Works shall pass to you on delivery.

5. Our Responsibility and Liability

5.1 The Services shall be carried out using reasonable skill and care in accordance with the standards of the industry.

5.2 We shall use all reasonable skill and care in selecting interpreters and other personnel used to produce the Services.

5.3 No terms, conditions or warranties, whether express or implied, about the quality or fitness for purpose of the Services shall be incorporated unless expressly set out in this Contract.

5.4 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.

5.5 We do not warrant that the Services will meet your specific requirements. You recognise that telephone interpretations may not be entirely accurate in all cases. We do not warrant or make any representation regarding the use of the Services in terms of their accuracy, correctness, reliability or otherwise.

5.6 Save in respect of death or personal injury resulting from our negligence and subject to clause 5.7, our liability to you in respect of the provision of the Services and / or the Translated Works shall be limited as follows:

1. We shall not be liable for loss of profits, business, contracts, revenue, damage to your reputation or goodwill, anticipated savings, and or any other indirect or consequential loss or damage whatsoever.

2. Our entire liability to you under any Contract including but not limited to in respect of the Services shall not exceed the price payable to us by you under the Contract to which any claim relates.

5.7 You must notify us in writing within 30 days (time being of the essence) of the provision of the Services of any claim arising out of the provision of the ('Claim'), together with full details of any Claim. If you fail to notify us of any Claim within the period of 30 days we shall not be liable to you.

6. Your Responsibility and Liability

6.1 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.

6.2 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 12 months after termination of the Contract, either directly or indirectly, on your own account or for any other person, firm or company, solicit, employ, endeavour to entice away from us or use the services of an interpreter who has provided the Services to you on our behalf under the Contract ('Interpreter'). 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 Interpreter for the year immediately prior to the date on which you employed or used the services of the T ranslator .

6.3 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:

6.3.1 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.

6.3.2 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 9 below.

6.3.3 Any other breach by you of these Terms and Conditions.

6.3.4 Any breach of warranty given by you in this clause 6.

6.4 In the event you require us to provide the Services on your premises you shall:

6.4.1 Assign members of staff with suitable skill and experience to be responsible for our activities.

6.4.2 Provide such access to premises, interpretation systems and other facilities which may be reasonably required by us.

6.4.3 Provide such information as may be required by us to carry out the Services and ensure all such information is correct and accurate.

6.4.4 Ensure that all necessary safety and security precautions are in place at your premises.

6.5 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.

6.6 We shall not be obliged to continue to perform the Services where we consider, at our sole discretion, this would constitute a breach of warranty given by you in this clause 6, an illegal act or a safety hazard.

7. Intellectual Property

7.1 All Intellectual Property Rights (including but not limited to copyright) in the Original Works shall vest in you (or your licensors) but, for the avoidance of doubt, you hereby grant to us (and our sub-contractors) a license to store and use the Original Works for the duration of the Contract and for the purposes of providing the Services to you.

8. Confidentiality

8.1 Subject to clause 8.3, and (on our part) save as necessary in order for us to provide the Services neither party may use any of the other party's Confidential Information.

8.2 Subject to clause 8.3, neither party may disclose to any other person any of the other

party's Confidential Information.

8.3 Either party may disclose the Confidential Information of the other:

8.3.1 When required to do so by law or any regulatory authority, provided that the party required to disclose the Confidential Information, where practicable and legitimate to do so:

1. Promptly notifies the owner of any such requirement; and

2. Co-operates with the owner regarding the manner, scope or timing of such disclosure or any action that the owner may take to challenge the validityof such requirement.

8.3.2 To its (or any of its associated company's) personnel, sub-contractors' personnel or any person whose duties reasonably require such disclosure, on condition that the party making such disclosure ensures that each such person to whom such disclosure is made:

1. Is informed of the obligations of confidentiality under these Terms and Conditions; and

2. Complies with those obligations as if they were bound by them.

8.4 The obligation of confidentiality contained within this clause 8 shall survive termination of the Contract howsoever caused.

9. Data Protection

9.1 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.

9.2 We acknowledge that if we are required to process any data in the course of providing the Services we shall do so only on your instructions.

10. Termination

10.1 Either party may terminate the Contract by providing thirty (60) days written notice. 10.2 If you fail to pay any charge when due or fails to perform or observe any clause of these terms and conditions and such failure continues for ten (10) days after receipt of written notice of such failure from Pearl, you shall be in default and Pearl may terminate this Contract and exercise any available rights. Upon termination by Pearl, you shall be responsible for charges for all services rendered prior to the effective date of the termination. With written notice, Pearl may also terminate the Contract if provision of services would cause it demonstrable continuous undue hardship.

11. Dispute Resolution

11.1 If any dispute arises between the parties with respect to interpreting or other similar services provided by us, then such dispute shall at the request of either party be referred to a person agreed between the parties or (in default of agreement within 7 days of notice from either party) to a person chosen on the application of either party by the Chairman for the time being of the Institute of Translation and Interpreting.

11.2 Such a person shall be appointed to act as an expert and not as an arbitrator and the decision of that person shall be final and binding.

11.3 The cost of such an expert shall be borne equally by the parties, unless such expert otherwise directs.

12. Force Majeure

12.1 Neither Pearl, 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 Pearl’s reasonable control, including but not limited to: fire, explosion, lightning, pest damage, power surges or failures, strikes or labor disputes, 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 Pearl’s control whether or not similar to the foregoing.

13. Miscellaneous

13.1 Customer will not contract, or accept service from, any other individual or entity for telephone interpreter services provided by Pearl and within the scope of the Contract, unless such service is provided by friends, family or employees of Customer and Customer is not charged any fee, or unless Customer first requests service from Pearl, and Pearl cannot or does not provide requested service.

13.2 Neither party shall be liable to the other for any delay in, or failure of, performance of its obligations under the Contract arising from any cause beyond its reasonable control including act of God, government act, war, fire, flood, explosion or civil commotion.

13.3 We may engage any person, firm or company as our sub-contractor to perform any or all of our obligations and we may assign any or all of our rights and obligations under the Contract.

13.4 Any notice or other communication to be given under these conditions must be in writing and may be delivered or sent by prepaid first class letter post, facsimile transmission or e-mail. Any notice or document shall be deemed served: if delivered, at the time of delivery; if posted, 48 hours after posting; and if sent by facsimile transmission or e-mail, at the time of transmission.

13.5 No waiver by us of any breach of the Contract by you shall be considered as a waiver of any subsequent breach of the same or any other provision.

13.6 If any provision of these Terms and Conditions is or becomes invalid or unenforceable it will be severed from the rest of the Terms and Conditions so that it is ineffective to the extent that it is invalid or unenforceable and no other provisions of the Terms and Conditions shall be rendered invalid, unenforceable or be otherwise effected.

13.7 A person who is not party to this Contract shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Contract. This clause does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act.

13.8 The Contract shall be governed by and construed in accordance with the laws of England.

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