AccuEast Limited Standard Terms and Conditions

AccuEast Limited and the Customer named in the quotation submitted by AccuEast agree that the terms and conditions shown below will apply to the Services provided or to be provided by AccuEast to the Customer. The Customer’s written approval of a quotation provided by AccuEast or the submission by the Customer to AccuEast of source documentation with an instruction to AccuEast to commence work will constitute acceptance of the following terms and conditions.

This is the complete agreement of the parties as to the subject matter hereof. This Agreement may be modified or amended only in writing signed by both AccuEast and the Customer that expressly refers to the quotation and the Agreement between the parties and states an intention to modify or amend it.

1. Definitions

1.1. “Agreement” shall mean the quotation accepted by the Customer and these terms and conditions

1.2. “AccuEast” shall mean AccuEast Limited, whose Companies House registration number is 10940581 and whose registered office is Studio 424 Urban Study Tyne Bridge, All Saints, Newcastle upon Tyne, UK, NE1 2TT. UTR number is 5878802476 and VAT registration number is 229 1610 23.

1.3. “Customer” shall mean the person, entity, organization to whom the quotation is submitted and who accepts, or is deemed to have accepted, the same..

1.4. “Services” shall mean any services provided by AccuEast to the Customer, including written translating, editing, proof-reading, formatting, typesetting, printing, amending, certifying, or any other service requested and approved by the Customer.

2. Changes and payments

2.1. All quotations produced by the AccuEast are valid for 15 working days from the date shown of the quotation unless previously withdrawn. The prices may be varied at any time before acceptance by written notice given to the Customer by the AccuEast, and any order placed by the Customer after the date of such notice shall incorporate the revised price.

2.2. Unless otherwise agreed 50% of final price for the Services must be paid in advance without deductions before the Services commence.

2.3. Unless otherwise agreed, invoices will be submitted for payment each month or, as applicable, following the completion of the Services requested; terms of payment are 15 working days from invoice date. In the event of late payment AccuEast reserves the right to charge interest at a monthly rate equivalent to 4% above the prevailing base rate of the Bank of England at the date of invoice on all amounts remaining unpaid.

2.4. Any discrepancies in an invoice must be highlighted within 10 working days of receipt, otherwise it will be deemed to be accurate.

2.5. Payment can be carried out by Debit card, BACS (same day bank transfer may be charged by your bank) or credit card. Credit card payments will incur a 3% surcharge. Amex is not accepted.

3. Modifications to the original documents & performance

3.1. Technical considerations may dictate variations between source and translated documentation. AccuEast will use its best judgment in the selection of terminology in a given field and will seek the closest match practicable between the layouts (including formatting, typesetting and printing) of the source and the translated documentation. When the Customer requires artwork, AccuEast will seek the closest match practicable between the position, appearance and resolution of the artwork in the translated and original documents. AccuEast will use reasonable endeavours to meet the deadlines requested by the Customer for the Services requested, but, for the avoidance of doubt, time shall not be of the essence in relation to the delivery of the Services. AccuEast reserves the right to advise the Customer 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.

3.2. If the Customer requests that AccuEast delay its performance of the Services and AccuEast agrees to such delay, if the Customer does not provide timely approval or requested direction, or if completion of the Services is otherwise delayed to accommodate the Customer’s convenience, AccuEast reserves the right to assess a surcharge to recover costs including, but not limited to, unutilised standby resources and additional project management time.

3.3. If additional work beyond the scope of the original quotation is requested by the Customer (including, but not limited to, changes based on the Customer’s preferences not explained to AccuEast before project start, additional requests or new material provided to AccuEast during the project, and lack of provision of full source documentation on project start), charges for such work will be additional, and will be billed as incurred at standard pricing of AccuEast. Additional charges may apply if on-site services are required and not quoted here. Performance of such work will otherwise be subject to the terms and conditions of this quotation.

4. Corrections

4.1. AccuEast will use its best judgment in the selection of language terms in relation to the context of the original document. Any changes requested from the language terms used by AccuEast will be paid for by the Customer.  AccuEast shall correct free of charge any indisputable mistranslation, grammatical mistake, omission, or typographical error. AccuEast’s sole obligation with respect to errors shall be the obligation to correct the translation at no cost to the Customer. Any feedback, concerns and requests for corrections must be received within a reasonable period of time and no later than 90 working days from when the work was delivered. After such a period, whilst best endeavours will be made, AccuEast will not be held liable.

4.2. AccuEast will not be liable to correct any errors or omissions that were inherent in the source documentation and which may or may not affect the quality of the final translations.

5. Subcontracts

5.1. AccuEast may sub-contract any or all of the translation work to be performed but, subject to the exclusive remedies and limitations of liability set forth in these Terms and Conditions, it shall retain responsibility for the work that is sub-contracted.

6. Use of services

6.1. AccuEast will commence work against a quotation only on receipt of a valid purchase order or the approval of the quotation by an authorised signatory.

6.2. The Customer warrants that the Services will be used for its own internal purposes only and not for re-sale without AccuEast’s prior permission.

6.3. The following uses of the Services are strictly prohibited: the creation or transmission of any message or other material which constitutes an infringement of any patent, copyright, trademark or other intellectual property right; an unauthorised disclosure of a trade secret; the transfer of any information or technology abroad in violation of any applicable law or regulation, such as the Data Protection Act 1998; or other criminal or other prohibitions regarding obscene, threatening, harassing, pornographic, discriminatory or other prohibited messages; a libelous or slanderous statement; or a violation of any other applicable legislation.

6.4. The Customer agrees to defend and indemnify AccuEast, and its successors and to hold it harmless from any claim or action whatsoever arising from the use of the Services in any manner prohibited by this Section.

6.5. The Customer shall indemnify the AccuEast against all damage or injury to any person firm or company and against all proceedings charges and expenses for which the AccuEast may become liable in respect of the Services supplied to the Customer by AccuEast except to the extent admitted expressly in these Conditions and unless such damage or injury shall have been a direct result of the negligence of AccuEast and can be attributed to no other cause (whether in whole or in part).

6.6. The Customer agrees to keep  AccuEast indemnified against all proceedings, actions, claims and demands whatsoever of all persons claiming to have an interest in the subject matter of the Services in copyright or otherwise, or to have a claim for damages actual or potential arising out of the carrying out by AccuEast of the Services or out of the coming into existence or reproduction of the translation of the source document or otherwise howsoever and against all costs and expenses in connection therewith.

6.7. AccuEast reserves the right in its absolute discretion to refuse to perform any Services.

7. Delivery

7.1. Unless otherwise agreed in writing, materials created in carrying out the Services are delivered as hard copy by post or by email. Courier charges for hard copy delivery are payable by the Customer. Audio/video tapes will not be returned to the Customer unless specifically requested. A retrieval fee may be incurred.

8. Privacy of information and communications

8.1. In providing the Services, AccuEast will make reasonable efforts to ensure the privacy of the Customer’s information and communications. The nature of the work performed by AccuEast, and any information transmitted to AccuEast by the Customer, shall be confidential.

8.2. The Customer consents to their personal data being transferred within AccuEast to enable it to perform the Services.

8.3. AccuEast will not use for any purpose whatsoever any personal information about the Customer or its staff except when specifically and knowingly authorised to do so by the Customer, other than to provide services under these Terms and Conditions. Unless otherwise agreed, the Customer’s data will not be used for direct marketing communications.

8.4. Where the Customer requests, AccuEast is willing to sign a specific Confidentiality & Non-Disclosure Agreement.

8.5. AccuEast will keep a digital copy of source documentation and translation(s) under normal office filing and storage conditions for 1 year from the completion of the Services. AccuEast reserves the right to dispose of the source documentation and translation(s) at any time thereafter. We will return any of the source documentation which the Customer requests to be returned once the Services are completed. A retrieval fee may be incurred. Retrieval after 1 year after completion may not be possible.

8.6. Under applicable law AccuEast may be obligated to reveal information or communications to government or law enforcement agencies, which may include information or communications which evidence or constitute criminal activity.

8.7. The confidentiality obligations of AccuEast and the Customer hereunder shall not apply to:

8.7.1. Information that is, or becomes, available to the general public, provided the disclosure of such information did not result from a breach of this paragraph; information that is already known to the receiving party at the time it is first disclosed; information that a party is required to produce by law or by request from law enforcement, provided that reasonably prompt notice is given to the other party prior to such production; information that is rightfully received by the receiving party, without restriction on disclosure, from a third party that is not under an obligation of confidentiality to the disclosing party; or information that is independently developed by or for the receiving party by persons not having access to information subject to the confidentiality provisions hereof; or

8.7.2. Individual translated sentences and translated sentence fragments, which may be automatically stored by  AccuEast in its translation memory system, called AccuEast’s Translation Inventory, and which may be applied to future translations for both the Customer and others for the purposes of reducing cost and increasing translation quality; provided, however, that actual documents, both the source documentation and the completed translations, shall be covered by the confidentiality provisions of this paragraph.

9. Intellectual property

9.1. All copyright and other intellectual property rights arising out of the performance of individual or recurring orders for the Services shall vest with the Customer. Subject to any agreements to the contrary and subject to the use set out in Section 6 above, the Customer shall, once full payment of all sums payable to AccuEast has been made, acquire exclusive rights over the relevant work products.

9.2. The Customer warrants to AccuEast that no copyright or other intellectual property right belonging to a third party shall be infringed by the processing of texts delivered by the Customer to AccuEast. The Customer shall, at its own risk and cost, be responsible for defending all claims of third parties relating to the infringement of copyright and other intellectual property rights. AccuEast shall notify the Customer of any such claims made by third parties, and shall assign to the Customer sole responsibility for the conduct of any ensuing legal proceedings as well as for taking any measures required to settle such litigation, either in court or out of court. Under such circumstances, the Customer shall assume responsibility for payment in respect of all costs which AccuEast incurs and services it is required to perform.

9.3. The Customer expressly grants a Licence to AccuEast to use and reproduce all copyright material and other intellectual property rights in the source documentation which it supplies to AccuEast, solely for the purposes of the AccuEast providing the Services.

10. Limitation of liability

10.1. For purposes of the limitations on  AccuEast’s liability set forth in this section AccuEast shall be deemed to include  AccuEast, its affiliates and their respective successors, and the directors, officers, employees, agents, representatives, suppliers, subcontractors, translators and interpreters of AccuEast, and “damages” will refer collectively to all injury, damage, costs, claims, loss, liability or expense incurred.

10.2. AccuEast’s level of fees for the Services are established in reliance on the limitations of liability set forth in this section. The Customer acknowledges that it elects to accept the fees calculated on this basis, and agrees that this allocation of risk of liability is fair, reasonable, and not unconscionable. The Customer understands and acknowledges that the fees for the Services are unrelated to the value of the Customer’s business or the potential for indirect, incidental, consequential, and special damages or any other damages in excess of those allowed by this section. The Customer retains the right to purchase insurance to cover any additional loss or liability.

10.3. AccuEast does not give any warranties or make any representations regarding the use of the translation, including its suitability for the purpose for which the Customer intends to use it or the results that will be achieved through its use by the Customer in connection with its business or otherwise.

10.4. In accordance with the understandings set forth above, where the Customer is a business customer, the parties agree as follows:

10.4.1. AccuEast’s liability in respect of damages caused by any defect or failure of the Services, or arising out of or in connection with the performance or non-performance of any Services under this agreement (excluding death or personal injury arising out of the negligence of the AccuEast and any other exclusions prohibited by the applicable law), regardless of the form of action, whether in contract, tort, including negligence, strict liability or otherwise, shall be limited to a credit or refund of the fees paid for the Service(s) which gave rise to the claim.

10.4.2. To the maximum extent permitted by law AccuEast shall not be liable for any indirect, incidental, special or consequential damages or for lost profits, savings or revenues of any kind, whether or not AccuEast, its employees, agents or subcontractors had knowledge, actual or constructive, that such damages might be incurred.

10.4.3. The Customer accepts and understands that the Services are fully described in the quotation which it accepts and that AccuEast is not liable for any liquidated damages where the completed work does not meet a required standard not clearly communicated by the Customer and not covered nor accounted for within the scope of this quotation.

11. Force majeure

11.1. AccuEast  and its successors shall not be liable in any way for any loss, damage, delay or failure of performance resulting directly or indirectly from any cause which is beyond  AccuEast’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  AccuEast’s control whether or not similar to the foregoing.

12. Assignment

12.1. Neither this Agreement nor any rights or duties hereunder may be assigned or delegated by Customer, or by AccuEast (other than as provided below) without the prior written consent of the other party. Such consent shall not be unreasonably withheld or delayed. Any assignment or delegation in violation of this Section shall be void. Notwithstanding the foregoing, AccuEast reserves the right to assign this Agreement, or any rights or duties under this Agreement, to any successor to whom it transfers all or a substantial part of its business. AccuEast and also reserves the right to assign its right to payment without limitation.

13. Termination

13.1. If the Customer is a consumer you have 14 days after the day you accept, or are deemed to have accepted our quotation, to cancel the contract between us. However once we have completed the provision of the Services you cannot change your mind, even if the 14 day period is still running. If you cancel after we have started the Services, you must pay us for the Services provided up until the time you tell us that you have changed your mind.

13.2. Where the Customer is a business customer, no contract shall be subject to cancellation by the Customer in whole or in part without the written consent of AccuEast.  AccuEast reserves the right to charge cancellation fees in respect of the services cancelled as follows:

13.2.1. In event that the contract is terminated by the Customer before the Services are completed, 50% of the total contract quotation amount, or the value of work that has been completed up to the date of termination, shall be paid whichever is higher. If AccuEast has completed the Services when the contract is terminated by the Customer, then 100% of the total fee is chargeable.

13.2.2. Any decision to waive all or part of the above cancellation fees shall be at the sole discretion of the AccuEast.

13.2.3. AccuEast may refuse to commence to provide the Services and may cancel a contract at any time if the deposit payable in accordance with Condition 2.2 is not received by AccuEast when due.

14. Supplement, modification or waiver

14.1. Other than as specifically authorised by the terms of this Agreement, any supplement, modification or waiver of any provision of this Agreement must be in writing and signed by authorised representatives of both parties.

15. Waiver and failure to exercise rights

15.1. The waiver by either party of any breach of this Agreement shall not operate as a waiver of subsequent breaches of the same or different kind. The failure of either party to exercise any rights under this Agreement in a particular instance shall not operate as a waiver of the party’s right to exercise the same or different rights in other instances.

16. Survival of obligations

16.1. The obligations of the parties under this Agreement which by their nature would continue beyond the termination or cancellation of this Agreement shall survive such termination or cancellation.

17. No third party rights

17.1. Neither this Agreement nor the provision of the Services shall be construed to create any duty or obligation on the part of AccuEast to any third parties. This Agreement does not provide any third party with any right, privilege, remedy, claim or cause of action against AccuEast or its respective successors and the provisions of the Contracts (Rights of Third Parties) Act 1999 are hereby excluded.

18. Severability

18.1. If any provision of this Agreement is held to be invalid or unenforceable by any court of competent jurisdiction, such provision shall be severed from this Agreement with respect to the matter in question, and the remainder of the Agreement shall remain in full force and effect. However, if such provision is an essential element of the Agreement, the parties shall promptly negotiate a replacement.

19. Choice of law

19.1. The construction, interpretation, and performance of this Agreement shall be governed by the laws of England and Wales and the parties hereby submit to the non-exclusive jurisdiction of the English courts.

19.2. The submission by the parties to such jurisdiction shall not limit the right of AccuEast to commence any proceedings arising out of this agreement in any other jurisdiction it may consider appropriate.

20. Complete and final agreement

20.1. This Agreement and its attachments 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 Customer order form are expressly rejected and shall have no effect notwithstanding AccuEast’s acceptance or use of any such form.

21. Default or breach

21.1. Without prejudice to AccuEast’s right to arrears of charges payable under this contract or other sums due or for damages for breach of this contract, AccuEast may terminate this Agreement on the occurrence of any following events:

21.1.1. if the Customer shall not pay any of the charges or any sums agreed to be paid by the Customer to AccuEast under this contract punctually on the date when due, or

21.1.2. if the Customer shall be in breach of any term of this contract, or

21.1.3. if the Customer shall die, or

21.1.4. if the Customer shall have a bankruptcy order made against him, or

21.1.5. if the Customer shall be liquidated or wound up or have a petition for winding up presented against it or passes a resolution for voluntary winding up, or

21.1.6. if a petition for the appointment of an administrator is presented against the Customer or if the Customer has a receiver or administrative receiver appointed, or

21.1.7. if the Customer shall convene any meeting of its creditors or make a deed of assignment or arrangement or otherwise compound with its creditors, or

21.1.8. if any steps shall be taken to levy a distress or execution or if a distress or execution shall be levied or threatened to be levied upon any chattels of or in the possession of the Customer,

On termination of this Agreement, the Customer shall pay to AccuEast all arrears of charges due under this contract.

22. Disputes

22.1. The parties agree to enter into mediation in good faith to settle any dispute relating to the Services provided by AccuEast,  in accordance with the CEDR Model Mediation Procedure. Unless otherwise agreed between the parties, the mediator shall be nominated by CEDR. To initiate the mediation, a party must serve notice in writing (ADR notice) to the other party to the dispute, referring the dispute to mediation. A copy of the ADR notice should be sent to CEDR. Unless otherwise agreed between the parties, the mediation will start not later than 21 days after the date of the ADR notice.