A. FOR ALL TOTAL LANGUAGE SOLUTIONS SERVICES
1. Definitions and Terms applied in Agreements include, as applicable:
a. "Agreement" means any agreement, arrangement or understanding between the Client, as defined below, and Total Language Solutions, as defined below, which shall be agreed by the parties to have the force of law in respect of any assignment undertaken by Total Language Solutions for the Client.
b. "Assignment" means any work, project or similar task undertaken by Total Language Solutions on behalf of and for the Client, including translation, interpreting, and train services.
c. "Client" means the Agreement counter party, or its duly authorised representative able to contract on behalf of the Client, to Total Language Solutions for services.
d. "Confidentiality" means the undertaking by Total Language Solutions and using its best endeavours at all times to secure and protect the confidentiality of the Client and of the assignment, including the same undertakings as given by all applicable Linguists to Total Language Solutions and hence to the Client, save in so far as Total Language Solutions is obligated by law to disclose any such information to a Law Enforcement Agency with the appropriate authority to require such information.
e. "Content" means the content of the material, in whatever form, from the Client to Total Language Solutions which the Client warrants absolutely to Total Language Solutions does not contain howsoever any material which it is illegal to transmit nor material aiding or abetting any criminal offence past present or future, save as in so far as the said material may be privileged by due process of law or the Client is duly authorised to handle such material (as in the case of legal counsel, a Law Enforcement Agency or similar).
f. "Copyright" means the authorship title to a piece of written work: such copyright (for example, a translation text or a recruitment evaluation report) is automatically assigned by the Linguist to Total Language Solutions and which copyright is transferred by Total Language Solutions to the Client on payment in full of the assignment fee by the Client to Total Language Solutions. Copyright in training and other material vests at all times exclusively with Total Language Solutions.
g. "Corrections and omissions" means that Total Language Solutions will, at no cost to the Client, rectify promptly any errors or omissions in any Assignment which are the responsibility of Total Language Solutions and, in respect of errors and omissions which are the responsibility of the Client, Total Language Solutions may at its sole discretion make proper rectification at no charge to the Client where the rectification cost to Total Language Solutions in total is less than 5% (five per cent) of the fee value of the said Assignment.
h. "Credit" means the financial arrangements in force for the payment of fees for service to Total Language Solutions which Total Language Solutions may command as a up front payment, with refunds as pre-agreed, or may grant post-service credit which shall not exceed 28 working days from the date of the electronic submission of the invoice to the Client by Total Language Solutions.
i. "Determination" means the decision of Total Language Solutions as to meaning, form and context, in the event of any disputed interpretation of this Agreement.
j. "Quote Form" means the relevant Client enquiry template on the Total Language Solutions Web Site, as defined below, which is the prime basis for enquiries and quotations for any Assignment or as may be otherwise determined by Total Language Solutions from time to time.
k. "Force Majeure" means that Total Language Solutions shall not be liable for non-delivery in the event of any cause or impediment reasonably beyond its control. Total Language Solutions does give every undertaking to endeavour to avoid such circumstances whenever and wherever reasonably possible and to use its best endeavours to minimise Client inconvenience and disruption and also to promptly notify the Client of any such circumstance and any consequent actions taken by Total Language Solutions in response thereto.
l. "Indemnification" means that the Client shall hold harmless and indemnify Total Language Solutions and any relevant Linguists in respect of any litigation, suit or claim, together with reasonable costs relating to any defence thereto as incurred by Total Language Solutions and any relevant Linguists, made by any other party under any jurisdiction in respect of any actions undertaken by Total Language Solutions to the instruction of the Client, howsoever and why so ever required by the Client.
m. "Jurisdiction" means that this Agreement is subject solely to the laws of England and Wales and to no other jurisdiction.
n. "Linguist" means any linguist and in respect of whom, Total Language Solutions will, at its sole discretion, protect and maintain the confidentiality of the said Linguist and not be required to disclose the said identity to the Client who by counterpart undertakes not to contact the said Linguist in respect of any past or current assignments or any future assignment which falls within the parameters of the service offerings of Total Language Solutions at the date of such a contemplated approach.
o. "Linguist Register" means the proprietary register of linguists compiled and maintained by Total Language Solutions and over which Total Language Solutions has whole and sole rights and in respect of which the Client agrees, as a condition of any and every Agreement with Total Language Solutions, not to contact any Linguist assigned to work on any current or past assignment of the Client, without having received in advance the written approval of Total Language Solutions which approval Total Language Solutions may, at its sole discretion, decline to provide to the Client.
p. "Liability" means that Total Language Solutions, as defined, shall not be liable to the Client or to any relevant third party, for any monetary amount whether or not constituting liquidated damages and howsoever arising, in respect of any assignment (to be) undertaken, which amount is in excess of the fee calculated in respect of that assignment and in respect of which any claim is made by the Client, its agent or any such third party.
q. "Services" means the portfolio of services as offered by Total Language Solutions from time to time.
r. "Total Language Solutions" means Total Language Solutions, its subsidiaries, directors and such employees as are authorised to contract on behalf of Total Language Solutions.
s. "Web site" means the web site of Total Language Solutions which describes the offerings of Total Language Solutions in general terms, which may be copied by the Client for internal evaluation purposes only and may not be reproduced for any other purpose and which may not be relied upon as part of any contractual arrangement between the Client and Total Language Solutions, other than in respect of the terms of engagement of Total Language Solutions by a Client and of a Linguist by Total Language Solutions.
2. In the context of the above Definitions and Terms, the general contractual terms of any legal Agreement applicable to any service delivered to the Client by Total Language Solutions shall be as follows:
The Client shall provide full and complete particulars, to the best of its ability, as to the service offering required from Total Language Solutions including objectives, timing and fee budget and the Client undertakes to reasonably answer such enquiries made of it by Total Language Solutions in good faith in order that Total Language Solutions may properly understand the requirements of the Client and to properly quote the Client in that context.
a. Total Language Solutions shall present the quotation in sterling, plus VAT and/or other such taxes as applicable, based on Total Language Solutions' understanding of the specified requirements of the Client.
b. If the quotation is acceptable to the Client, the Client shall promptly acknowledge acceptance of the Total Language Solutions quotation in writing whether by post, fax, hand delivery or e-mail, as appropriate.
c. On receipt of the said written acceptance, Total Language Solutions shall commence work on the said service assignment and the Client shall be liable for the agreed fee in whole or in part according to the specifics of the offering and of the Agreement.
d. Any changes to the Client specification made subsequent to the receipt of the written confirmation by Total Language Solutions shall be for the account of the Client and Total Language Solutions shall use its best endeavours to minimise any additional cost to the Client and shall reasonably keep the Client informed in advance of such additional costs being incurred by the Client.
e. Both in respect of the above and in respect of any other binding arrangements between the Client and Total Language Solutions, the sole and exclusive jurisdiction shall be the Courts of England and Wales.
f. Where any Agreement is held to be invalid under the applicable law in part or is capable of misinterpretation, that part of the Agreement shall be struck out and the balance of the Agreement shall stand and be reasonably interpreted accordingly.
g. The fulfilment of any assignment by Total Language Solutions shall be at all times subject to the provisions of Force Majeure.
h. The indemnification provisions shall apply to all Total Language Solutions contracts with Clients.
i. Total Language Solutions undertakes at all times to use its best efforts to maintain Client confidentiality, as defined.
j. In respect of each offering by Total Language Solutions, there are set out below further particulars about the Total Language Solutions service and the contractual basis for such different service offerings between Total Language Solutions and the Client.
B. SUPPLEMENTARY TERMS AND CONDITIONS IN RESPECT OF SPECIFIC SERVICE OFFERINGS AND AGREEMENTS
In the context of (A) above, and in addition thereto, the Client and Total Language Solutions confirms certain additional binding service-specific terms and conditions as set out below:
1. The translation service
Total Language Solutions offers a confidential and secure language text translation service for business Clients on the following terms and conditions:
The Client shall complete the Quotation Form, as per the Total Language Solutions Web Site, and transmit the same to Total Language Solutions for evaluation and pricing such that Total Language Solutions may prepare a binding quotation for the Client.
Total Language Solutions will respond promptly to the Client during normal office hours and as designated by GMT.
Total Language Solutions maintains the Linguist Register of properly vetted linguists who have both:
a. an academic language qualification or sufficient practical experience in another language other than the mother tongue, and
b. practical business experience, in depth in one or more business sectors relevant to the Client Agreement and with the relevant vocabulary knowledge of that sector in both languages.
- so as to be a competent professional translator capable of undertaking a professional translation for the Client within the pre-specified time parameters agreed between the Client and Total Language Solutions.
Further:
a. Total Language Solutions will select, at its sole discretion, linguists with the appropriate skills and experience, as defined above, to complete the translation assignment in a timely manner for the Client within the terms of the Agreement.
b. The Client shall transmit the copyright content material to be translated by e-mail to Total Language Solutions who shall promptly forward the said material by the same means to the appointed Linguists.
c. Total Language Solutions shall ensure that the assignment is completed by the Linguists to time, review and verify the accuracy and correctness of the translation, per the specification agreed with the Client.
d. Total Language Solutions shall return the document, as translated, to the Client.
e. Unless an automatic e-mail delivery notification is in place, the Client shall confirm receipt of the same to Total Language Solutions.
f. The Client shall have ten full working days, calculated from the date of receipt of the transmission by the Client, in which to raise any matters with Total Language Solutions such as amendments or changes.
g. Total Language Solutions shall post an invoice promptly, after the delivery of the translation, to the client and shall transmit also an electronic copy if the delivery address of the Client is outside the UK.
h. Unless payment is received in advance by Total Language Solutions, the said invoice shall be subject to the standard Total Language Solutions credit policy and shall be paid in the specified currency (the default is sterling) to the nominated bank account of Total Language Solutions so as to be received as cleared effects within 28 days of the transmission date of the invoice to the Client and on receipt of such cleared effects, copyright in the translation shall automatically pass to the Client.
2. The interpreting service
The Client shall give not less than 2 clear working days notice to Total Language Solutions of the requirement for the interpreting service including:
a. Whether the service is to be by telephone with, or in the physical presence of, the interpreter at the event
b. The time of commencement of the event
c. The expected duration of the event
d. The location of the event, if appropriate
e. The patch phone number and extension and named contact at the event location
f. The subject matter (together with as much or any material which the interpreter has the reasonable opportunity to study in advance) of the
event
g. Whether there is a post event requirement for a transcript of the conversation and the recording of which shall be the responsibility of the Client to prepare and deliver to Total Language Solutions.
h. On receipt of the above information, or such as is relevant to the event, Total Language Solutions shall submit a quotation to the Client, including a time overrun formula should the event run for a longer period of time than anticipated by the Client ab initio.
i. Total Language Solutions shall identify one or more linguists with experience of such events, with sector specific knowledge of the subject matter of the event and available at the time, and, if appropriate, the location specified and shall forward the relevant details, including such background material as is furnished by the Client in sufficient time for the interpreter to self-brief on the agenda, subject matter and contents of the event.
j. If present at the event, the Client and the interpreter shall co-sign the Total Language Solutions form for the time and length of the event and, if by telephone, the Interpreter shall e-mail the said information to Total Language Solutions which shall promptly advise the Client of the same.
k. Total Language Solutions shall post an invoice promptly (and send an electronic copy also if the delivery address is outside the UK) including full payment details in respect of the completed assignment.
l. Unless payment was received in advance by Total Language Solutions, the said invoice shall be paid in the specified currency (the default is sterling) to the nominated account of Total Language Solutions so as to be received as cleared effects within 28 days of the transmission date of the invoice to the Client.
3. The media translation service
The provisions of the translation service, as set out above, shall apply also to the media translation service.
The completion of the Media Quote form provides Total Language Solutions with the basic information to present a proposal to the Client.
In addition and in order to facilitate an effective proposal from Total Language Solutions, the Client is invited to notify Total Language Solutions, via the Quote Form or in supplementary form thereto the following:
(a) The software (brand and version number) in which the material stands
(b) The software (brand and version number) in which the material is to be returned
(c) The size of the material (bytes or run time or other measure, as appropriate) is important.
(d) The Client should use best endeavours to define the nature and medium of the content
- Graphics (colour or black and white)
- Illustrations (still, moving or interactive)
- Video or stills base format
- Hard copy or electronic delivery to the user
- Cartoons
- Sound track
- Sub titles
- Captions
(e) The copyright status (geographic scope) is necessary.
(f) The purpose for which the translated material is to be used:
- Internal circulation
- External promotion to customers
- Broadcast
- Other (please specify)
(g) Such other information as the Client may reasonably consider will assist Total Language Solutions in the preparation of an accurate quotation for the assignment.
(h) The delivery timetable -as complete and or in stages.
(i) The degree and method of interface between the Client and Total Language Solutions in order to ensure the speedy and cost effective delivery of the service to the Client.
(j) Copyright in the Total Language Solutions assignment vests in the Client on payment of the final fee instalment.
4. The language and culturalisation training service
The Client shall complete the Language Training or the Culturalisation Training Quote Form in order to initially specify:
a. the source and target languages required
b. the number of attendees for the course(s)
c. the time commitment from each candidate
d. the location of the course / the method of delivery
e. The Client is invited to advise Total Language Solutions generally on the following points to facilitate the development of the course structure most appropriate to the Client timetable and to the time commitment and availability of the course attendee(s):
- the language proficiency standard required
- the level of emphasis on business language and vocabulary content
- the level of course focus on the business sector of the Client
- the timetable to reach each level of proficiency
On receipt of all of the above information, or such of it as can be readily ascertained by the Client, Total Language Solutions will evaluate the material and contact the Client with a broad proposal as to the structure and methodology, location, timing, intensity and delivery mechanism most appropriate to the Client's stated objectives as well as an indicative fee structure.
This proposal forms the basis for an interactive exchange between the Client and Total Language Solutions to identify the most effective solution to the Client's requirements.
Total Language Solutions will then agree a contract with Client.
Course copyright vests with Total Language Solutions.
Fees are payable in advance for certain courses and the final Client proposal will define the fee timing in relation to the course components.