Terms and Conditions
Valid as of 25th April 2018
By accepting a Quotation from Dot Comma, the Client enters into a binding agreement with Dot Comma covered by the following terms and conditions:
- “Agreement” means this Agreement between the Client and Dot Comma and comprising the Quotation and/or the Client’s purchase order, to the extent accepted by Dot Comma, as well as these terms and conditions.
- “Client” means the person or corporate entity at whose instruction Dot Comma shall carry out the Translation Services.
- “Dot Comma” means Dot Comma Translations Limited whose registered office is at Clarendon House, 14 St Andrew’s Street, Droitwich, Worcestershire, WR9 8DY, also trading as DJW Translation.
- “Quotation” means a written offer made by Dot Comma covering the price and, where necessary, any other terms and conditions as Dot Comma sees fit in order for it to perform the Translation Services. A Quotation shall remain valid for thirty (30) days from the date it was issued unless otherwise stated.
- “Translation Services” means the translation and language-related services to be provided by Dot Comma as stated in the Quotation and accepted by the Client.
2. Acceptance of Quotation
- Dot Comma shall provide the Client with a Quotation which – once accepted by the Client (be this orally, in writing or by issuance of a purchase order) – shall constitute a binding agreement between the Parties subject to the terms and conditions set forth herein and to the exclusion of any other terms and conditions upon which the Client accepts or purports to accept any such Quotation.
- Dot Comma reserves the right to make changes to the price or any of the other terms and conditions contained in the Quotation if, once the Quotation has been accepted and/or the Translation Services have been commenced, changes to the original scope are advised by the Client. Such adjustments to the Quotation shall be agreed with the Client.
- A verbal Quotation is given purely for information and guidance purposes. It shall not be binding upon Dot Comma. Likewise, prices calculated using Dot Comma’s instant online price calculator are also given only for information purposes, and shall not oblige Dot Comma to carry out any work at the price advertised.
3. Nature of translation and obligations of Dot Comma
- Dot Comma undertakes to provide the Translation Services described in the Quotation to the Client in consideration of the price agreed by the Parties being paid to Dot Comma by the Client.
- The Translation Services shall be carried out by Dot Comma with reasonable care and skill, using standards of attention and accuracy normally to be expected within such an industry.
- Dot Comma reserves the right to subcontract all or part of the Translation Services to a contractor of its own choice, subject to the provisions of Clause 11(5).
- Dot Comma undertakes to use its best endeavours to produce Translation Services that meet requirements of standard idioms of the language used in the country for which the Translation Services are intended.
- Furthermore, since Translation Services are dependent upon the quality of the original material, Dot Comma shall accept no liability or criticism for instances where the original material contains defects such as typographical errors, omissions, incorrect or poorly expressed (linguistic) concepts, or the like. Should Dot Comma become aware of such defects, it shall bring these to the attention of the Client for clarification, although Dot Comma is under no obligation to do so.
- Dot Comma shall be under no obligation to provide Translation Services whose subject matter may be said to contain any material or documentation of a defamatory, libellous, malicious or obscene nature, or which may infringe the intellectual property rights of any third party, or may be unlawful in any way whatsoever.
- Whilst Dot Comma has an excellent reputation for prompt delivery and will always endeavour to meet any deadlines or delivery dates, both Parties hereby agree that any timescales given for completion of the Translation Services are to serve only as a guide and shall not be binding upon Dot Comma. Failure to meet a deadline shall not entitle the Client to withhold payment due to Dot Comma in respect of any Translation Services already performed. Where they can be anticipated, Dot Comma shall take reasonable steps to bring any schedule overruns to the attention of the Client in a timely fashion.
- Dot Comma shall not be liable, whether in contract, strict liability, or tort (including negligence or otherwise), for the consequences of any delay caused by, but not limited to, failures to the server or telecommunications systems of the Client and/or Dot Comma (insofar as these are beyond the control of the respective Party), the postal system, force majeure (subject to the provisions set forth in Clause 6(a)), actions of the Client or the Client’s vicarious agents, and/or defaults by suppliers or subcontractors.
- Where there is an insistence for the Translation Services to be provided sooner than the normal time required for their proper delivery, Dot Comma reserves the right to charge a supplementary fee to cover this. Should any other additional costs be incurred as a result of the short deadline, Dot Comma is entitled to charge for these as well. Furthermore, such urgency may preclude the necessary time for the customary checks and edits to the Translation Services. In this case, Dot Comma shall not accept any liability for Translation Services carried out on an urgent basis.
- The Client must give Dot Comma advance notice if he wishes to avail himself of any complimentary reviews included as part of the Quotation. Whilst Dot Comma shall endeavour to carry out such reviews within the Client’s desired timescale, it shall not be bound by any deadlines (including dates for publication) that the Client may set.
- Delivery shall be deemed to have taken place on posting, faxing or electronic delivery of the Translation Services to a carrier, as the case may be, and the risk shall pass to the Client. It is incumbent upon the Client to ensure that he or she provides Dot Comma with the correct address for delivery.
- Wherever and to the extent of which the performance of any obligations arising from this Agreement are beyond the control of Dot Comma (“force majeure”) – including, but not limited to, fire, industrial action, civil commotion, natural disaster, acts of war or the like, defaults of suppliers and/or subcontractors, and any other situation which can be shown to have materially affected Dot Comma’s ability to perform its obligations as agreed – Dot Comma shall have the right to extend the estimated delivery schedule by a time sufficient to take due account of the aforementioned events. However, where such extension endures for a period of six (6) months, both Parties may, upon expiry of such a period, terminate the Agreement forthwith and be discharged from their liabilities under this Agreement except as set out in Clause 6(3).
- Both Parties may terminate this Agreement by mutual consent with one (1) month’s notice in writing and be discharged from their liabilities under this Agreement except as set out in Clause 6(3).
- An action to terminate this Agreement, howsoever this may be construed, shall not relieve the Client of any obligation to pay Dot Comma for all Translation Services completed up to the date of this termination or reimbursement for any costs or expenses incurred by Dot Comma as a result of this cancellation.
7. Prices and payment
- The price for the Translation Services shall be that set out in Dot Comma’s Quotation.
- All prices are exclusive of any applicable United Kingdom Value Added Tax, as well as any other applicable taxes and duties that the Client shall be additionally liable to pay Dot Comma.
- Unless otherwise agreed, payment for the Translation Services shall be made within fourteen (14) days of the date of Dot Comma’s invoice therefor. The Client shall be responsible for paying any fees and charges levied by either the remitting and/or, at Dot Comma’s discretion, the receiving bank.
- In the event that the Client fails to make any payment due to Dot Comma by the date it becomes due, Dot Comma shall have the right to claim statutory interest at 8% above the Bank of England reference rate in force on the date the debt becomes overdue and at any subsequent rate where the reference rate changes and the debt remains unpaid in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 as amended and supplemented by the Late Payment of Commercial Debts Regulations 2002. This clause shall not be prejudiced or waived by any exercise of Dot Comma’s rights to terminate the Agreement for material breach.
- The Client shall be primarily responsible for the payment of all fees and/or disbursements incurred during the performance of the Translation Services, even if a third party has agreed or is required to pay the whole or part of those fees and/or disbursements. If such third party delays or fails to pay Dot Comma’s fees and/or disbursements, the Client must pay the fees and/or disbursements and recover the relevant amount from the third party. The Client’s responsibility to Dot Comma in such circumstances is the same as if it had delayed or failed to pay the relevant amount to Dot Comma, i.e. the Client shall remain jointly and severally liable for all fees and/or disbursements incurred.
8. Defects in the Translation Services
- Dot Comma shall only accept liability for defects or errors in the Translation Services for which it is at fault and where these are brought to its attention by the Client within ten (10) days from the date the Translation Services were delivered. In such cases, Dot Comma’s liability shall be no more than to rectify to its satisfaction any such alleged inaccuracies, errors or defects which it feels to be justified. The Client shall always give Dot Comma the opportunity to rectify any alleged issues, and at no time shall such allegations constitute grounds for the Client to withhold any payments owed to Dot Comma.
- Except as set out in Clause 8(1), Dot Comma accepts no liability whatsoever in respect of any error or defect in any of the Translation Services, or the consequences therefor, and gives no warranty in respect thereof.
- Should the Client communicate the Translation Services or any information contained therein to any third party or use the Translation Services or any part thereof in the performance of work for a third party, then the Client shall be solely liable to such a third party for any defect or error in such Translation Services and the Client shall indemnify Dot Comma against all loss, actions, claims, costs, demands, expenses and liabilities whatsoever (if any) which Dot Comma may incur either at common law or by statute in respect of any loss, damage, personal injury or death suffered by a third party by reason of any error or defect in such Translation Services or by reason of the consequences of any such error or defect.
- Under no circumstances shall Dot Comma be liable, in contract, tort (including negligence or breach of statutory duty) or otherwise howsoever arising and whatever the cause for any increased costs or expenses, for any loss of profit, business, contracts, revenues, or anticipated savings, or for any special, indirect, punitive or consequential damages of any nature whatsoever arising directly or indirectly out of the provision by Dot Comma of the Translation Services, or any defect or error therein, or of the performance, non-performance or delayed performance by Dot Comma of this Agreement.
- Notwithstanding anything contained in this Agreement, Dot Comma’s liability to the Client in respect of this Agreement, in contract, tort (including negligence or breach of statutory duty) or howsoever otherwise arising (except in relation to death or personal injury caused by the negligence of Dot Comma where liability is not limited) shall be limited to the price agreed to by the Parties as defined in the Quotation.
- The Client warrants that he or she has obtained the necessary copyrights or permissions for any material or documentation submitted to Dot Comma. Furthermore, the Client shall indemnify and hold harmless Dot Comma against all and any loss, costs, expenses and liabilities caused to Dot Comma by reason of a breach of this provision.
- The copyright for any material or documentation produced by Dot Comma during the provision of the Translation Services shall remain vested in the aforementioned.
11. Data Protection
- “Personal Data” means any information relating to an identified or identifiable natural person. Personal Data supplied by the Client will be processed in accordance with the terms contained in Dot Comma’s Privacy Notice, which is available on our website. Where the Client procures the Translation Services on behalf of a third party, the Client agrees to pass on a copy of the Privacy Notice to the third party.
- When the Client instructs Dot Comma to provide Translation Services, the Client confirms to Dot Comma that:
- where applicable, it is authorised to share the Personal Data provided to Dot Comma in connection with the Translation Services and that wherever another individual is referred to, it has obtained the explicit and demonstrable consent from all relevant individuals to the inclusion and use of any Personal Data concerning them;
- it will only provide Dot Comma with the minimum amount of Personal Data required for Dot Comma to perform the Translation Services;
- to the extent this is required for Dot Comma to perform the Translation Services, such Personal Data is accurate, complete and up-to-date;
- the Client provides its explicit consent and warrants that each individual has provided explicit consent to the transfer and storage of Personal Data outside the European Economic Area using a third-party cloud storage provider, such as Google Drive, provided that such a provider is certified under the appropriate EU Privacy Shield or other equivalent authorisation scheme approved by the European Union; and
- either the Client provides its explicit consent and warrants that each individual has provided explicit consent for the transfer of Personal Data to foreign organisations in connection with the Translation Services as set out at paragraph 18 of Dot Comma’s Privacy Notice, or that an alternative legal gateway for such transfer (such as transfer necessary for the conclusion or performance of a contract concluded in the interest of the individual) has been satisfied.
- The Client shall and hereby agrees to indemnify Dot Comma and its affiliates, their officers, employees, agents and subcontractors (each an “Indemnified Party”) from and against any claims, losses, demands, actions, liabilities, fines, penalties, reasonable expenses, damages and settlement amounts (including reasonable legal fees and costs) incurred by any Indemnified Party arising out of or in connection with any breach by the Client of the warranties given by the Client in the preceding paragraph.
- Dot Comma shall be entitled, in its absolute discretion, to retain copies of all documentation and/or materials supplied or produced in connection with the performance of the Translation Services. The purposes for which such copies shall be retained include, but are not limited to, the better provision of Translation Services to the Client for future assignments or as evidence in the event of a dispute arising in connection with the performance of the Translation Services. Where such copies are retained, any Personal Data contained therein shall be processed in accordance with Dot Comma’s Privacy Notice.
- Where Dot Comma acts as a data processor in connection with the performance of the Translation Services and Dot Comma is supplied with Personal Data by the Client in its capacity as a data controller, then subject to any binding agreement between the Client and Dot Comma to the contrary, the processing of such Personal Data shall take place in accordance with the applicable version of Dot Comma’s Data Processing Terms as in force from time to time. It is expressly agreed that Dot Comma acts as a data processor in relation to those Translation Services that include, but are not limited to, arranging notarisation, postal, courier, legalisation, hosting or other administrative activities ancillary to Dot Comma’s main business.
- In this Agreement, “Party” means a party to this Agreement and “Parties” shall be construed accordingly. Any person or entity who is not party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
- Where the context requires or admits, words importing the singular shall also include the plural and vice versa.
- If any term, provision or part thereof contained within this Agreement shall be held to be illegal or unenforceable, in whole or in part, under any enactment or rule of law, this shall not affect the validity and enforceability of the remainder of this Agreement.
- For the duration of this Agreement and a period of six (6) months thereafter, the Client agrees that neither it nor any of its subsidiaries or associated companies (if any) shall employ or solicit for employment any person currently employed by Dot Comma, or any person or entity to whom work is subcontracted by Dot Comma in connection with this Agreement.
- These terms and conditions shall be interpreted in accordance with English law and the Parties hereby agree to submit to the exclusive jurisdiction of the English courts.