Terms of business
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GUILDHAWK LIMITED
Terms and Conditions of Business
(2023)
DEFINITIONS:
In these conditions the following terms shall have the following meanings:
“Client” means the party instructing the Company to provide the Services.
“Company” means Guildhawk Limited whose registered office is at 18th & 19th Floors, 100 Bishopsgate, London, EC2M 1GT, United Kingdom and whose registered company number is 4178109.
“Confidential Information” means information relating to the business of the Company and its dealings, transactions, affairs and its clients, temporary workers and applicants, internal operations and processes, suppliers, HR details relating to the Company’s employees, and also trade secrets, technical data and know-how relating to the business of the Company or information relating to any of its suppliers, customers, agents, distributors, shareholders, management or business contacts, and any other proprietary information of the Company.
“Contract” means any contract between the Company and the Client for the provision of Services in accordance with these conditions and the Statement of Services.
“Disbursements” means costs reasonably incurred by the Company, or persons employed or engaged by the Company in connection with the Services for accommodation, food, travel and other ancillary expenses, and the cost of any materials and the cost of services reasonably and properly procured by the Company from third parties in the provision of the Services.
“Fees” means the fees set out in the Company’s Rate Card (which is subject to change) calculated in accordance with the Timesheet or as agreed between the Company and the Client in the Statement of Services.
“Independent Contractor” means the person, firm or company who supplies Services to the Client under the Company’s instructions.
“Intellectual Property” means patents, utility models or other forms of patent rights, rights to inventions, copyright and related rights, moral rights, trademarks, trade names and domain names, rights in get-up, rights in goodwill or to sue for passing off, rights in designs, rights in computer software, database rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which may now or in the future subsist in any part of the world.
“Order” means the Client’s order for Services as set out in the Statement of Services.
“Services” means the provision of translation, proofreading, editing, interpreting, typesetting, consultancy, supply of equipment or such other services as agreed between the Company and the Client and as set out in the Statement of Services.
“Statement of Services” means Company’s prescribed quotation and/or document for the time being in such a form as the Company may from time to time decide, setting out the Services to be provided.
“Timesheet” means the document issued by the Company containing the hourly records and references in relation to the Services provided to the Client and which is ratified by the Client in the presence of the individual providing the Services and used as a binding reference for the calculation of the sum due based on the Fees.
EXISTENCE OF CONTRACT:
2.1 Subject to any variation under clause 2.3 the Contract shall be on the terms set out in the Statement of Services and these conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Client purports to apply under any purchase order, confirmation of order, specification or other document).
2.2 No terms or conditions endorsed on, delivered with or contained in the Client’s purchase order, confirmation of order, specification or other document shall form part of the Contract simply as a result of such document being referred to in the Contract.
2.3 These conditions apply to all the Company’s sales and any variation to these conditions and any representations about the Services shall have no effect unless expressly agreed in writing and signed by a director of the Company. The Client acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Company which is not set out in the Contract. Nothing in this condition shall exclude or limit the Company’s liability for fraudulent misrepresentation.
2.4 Each Order or acceptance in writing of a quotation for Services by the Client from the Company shall be deemed to be an offer by the Client to purchase the Services subject to the Statement of Services and these conditions.
2.5 No order placed by the Client shall be deemed to be accepted by the Company until a Statement of Services is issued by the Company or (if earlier) the Company provides the Services to the Client.
2.6 The Client shall ensure that the terms of its Order as set out in the Statement of Services and any applicable specification are complete and accurate.
2.7 Any quotation is given on the basis that no Contract shall come into existence until the Company dispatches a Statement of Services to the Client. Any Statement of Services is valid for a period of 30 days only from its date, provided that the Company has not previously withdrawn it.
2.8 The Court may strike out or override any part of these conditions which it considers invalid or unlawful (whether an entire clause or only part of one) and enforce these conditions as if the offending part had never been contained in it.
PERFORMANCE OF CONTRACT:
3.1 All employees, Independent Contractors or agents of the Company assisting in the provision of Services under a Contract shall in all circumstances endeavour to give faithful rendering of the original communication, without deliberate addition or omission (except where additional explanation may be necessary to make clear cultural differences to resolve ambiguities or multiple nuances of meaning) and shall be responsible for the integrity of their work in accordance with the Code of Professional Conduct and these terms and conditions as well as the Company’s Supplier Terms and Conditions to which they adhere.
3.2 If the performance of any Contract or any obligation under it is prevented, restricted or interfered with by reason of circumstances beyond the reasonable control of the Company (including computer systems failure) the Company shall give prompt notice to the Client and shall be excused from performance to the extent of the prevention, restriction or interference, but the Company shall use its reasonable endeavours to avoid or remove the causes of non-performance and shall continue performance under the Contract with the utmost dispatch whenever such causes are removed or diminished.
3.3 The Client shall not require the Company to translate any matter which, in the opinion of the Company, is or may be of an illegal or libellous nature. The Client will indemnify the Company in respect of any claims, proceedings, costs and expenses arising out of any illegal or libellous matter printed on behalf of the Client.
3.4 The Company reserves the right to terminate its Services where it has reasonable suspicions that the Client is carrying out illegal or fraudulent activities or where the Client does not provide satisfactory evidence of compliance with anti-money laundering laws and regulations or any other relevant legal regulations when reasonably requested to do so by the Company.
VARIATIONS:
4.1 The Client shall have the right, from time to time during the execution of the Contract, by notice in writing to the Company, to add, omit from, or otherwise vary the Services and where the Company is reasonably able to do so, the Company shall carry out such variations within a reasonable time and be bound by the same conditions, in so far as they are applicable, as if the said variations were part of the Contract. All the costs of such variations shall be borne by the Client.
4.2 Where the Company receives any such direction which involves additional work by the Company, the Company may increase the Fees by a reasonable amount and the Company shall advise the Client of the cost of any such amendment ascertained and determined at the same level of pricing as was used to estimate the original Contract costs.
STYLE OF TRANSLATION:
5.1 The Client shall inform the Company of any specific intended use of the translation. Where the purpose of the translation is not disclosed to the Company, the Company shall prepare the translation as if it were for information and understanding only. In the event that the Client wishes to use a translation for a purpose other than that for which it was originally supplied, the Client should obtain confirmation from the Company that the translation is suitable for the intended new purpose.
5.2 Whilst the Company will endeavour to produce an accurate and idiomatic translation of the Client’s original texts, the Client accepts that the translation may read differently from good original writing and that the Company accepts no liability for any loss including alleged lack of advertising or sales impact.
5.3 If the Client does not opt for proofreading service or chooses Guildhawk Aided (the process of reviewing translation output produced by translation software tool and correcting any issues and making any other necessary changes to bring the quality of the text to that of a human translation), the Client shall take full responsibility for the accuracy of the translation.
DELIVERY:
6.1 Any dates specified by the Company for delivery of the Services set out in the Statement of Services are intended to be an estimate and time for delivery shall not be made of the essence by notice. If no dates are specified, delivery shall be within a reasonable time.
6.2 Any complaint in relation to the Services provided to the Client by the Company shall be submitted in writing by the Client within 10 working days of the provision of the Services. The Client shall provide full details of the complaint with specific examples of quality or any other concerns so that the Company can conduct a thorough review of the provided Services. When complaints are raised within this timeframe the Company shall be given an opportunity to bring the Services up to the required standard where appropriate. The Company shall reply immediately, but no later than 1 working day, to the Client upon receipt of the complaint and provide the Client with the timeframes and further actions to be taken for the complaint resolution.
6.3 Any complaint in relation to the Services provided to the Client by the Company that is submitted later than 6 months from the date of the delivery of the Services, might be investigated by the Company, but the Company reserves the right to apply additional Fees to cover the time and costs required to conduct the investigation. The Company also reserves the right to decline to investigate a complaint, submitted after 6 months, if the Company is not able to access or collect all evidence that would enable full review due to the time lapse between delivery and submission of complaint.
URGENCY:
An additional payment in respect of urgent translations may be charged as set out in the Statement of Services. However, due to the fact that such urgency may preclude the necessary time to check and edit the translation, the Company will not accept any liability for any work submitted on an urgent basis.
PAYMENT OF FEES:
8.1 An estimate of the Fees will be calculated in accordance with the Rate Card and Timesheet (where appropriate) and set out in the Statement of Services.
8.2 The Company may require the Client to pay the Fees or a proportion of them in advance.
8.3 The Company may also require an advance payment on account of Disbursements.
8.4 A supplementary fee shall be agreed between the Company and the Client in advance for the provision of the Services (including travelling time) on any day between the hours of 7pm and 9am, and at any time on Saturdays, Sundays or Public Holidays.
8.5 All Contracts for interpreting services are subject to a minimum charge plus travelling and waiting time and travel expenses as stated in the Rate Card. In the case of Contracts for interpreting services where travel between the normal place of residence of the person providing the Services and the venue for the provision of the Services cannot reasonably be completed within the same day or days as the Services are contracted to be provided on, travel time shall be remunerated at the same rate as working time in accordance with the Rate Card.
8.6 All other Contracts are subject to a minimum charge as stated in the Rate Card and the Client shall pay the delivery costs arising from the Contract unless the documents are delivered by fax, email or ordinary post within the United Kingdom.
8.7 An additional fee of between 20 – 40% plus VAT shall be added to the ordinary translation fee set out in the Rate Card where the Services are provided within 48 hours of instruction.
8.8 Where Translation Contracts involve long texts the Company may request an initial payment from the Client followed by periodic payments on terms to be agreed between the parties and set out in the Statement of Services. Where interim or periodic payments are requested by the Company but not made by the Client, the Company shall have the right to retain the Client’s documents and suspend the provision of Services until the outstanding payment is made.
8.9 For languages and Services that are not quoted in the Rate Card the Fees shall be agreed between the Company and the Client and confirmed in Statement of Services.
8.10 The Client will be invoiced by the Company for the Fees. Invoices are payable by the Client within 14 days of the date of the invoice. This applies to all interim, final and other invoices.
8.10 The Client is not entitled to make any deductions or withhold payment for any reason.
8.11 Payment shall be made by the Client to the Company by cheque, BACS, direct debit or cash in the currency set out in the quotation. Cheques shall be made payable to Guildhawk Limited and sent to Guildhawk Limited, 18th & 19th Floors, 100 Bishopsgate, London, EC2M 1GT, England. The Client shall contact the Company for further details on payment by BACS or direct debit. The Client shall be responsible for paying bank charges and/or any other additional charges.
8.12 All estimate of Fees and other fees are given on the basis of the Company’s charges and Disbursements as at the date of the Statement of Services and are subject to change.
8.13 Time for payment shall be of the essence.
8.14 Without prejudice to any other rights of the Company if the Client fails to pay the invoiced sum by the date due the Client shall pay interest on any overdue amount from the date of which payment was due to the date of actual payment (whether before or after judgment) on a daily basis at a rate of 8% per annum over the base rate from time to time quoted by the Bank of England in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 and shall reimburse the Company for all costs and expenses (including legal costs) incurred in the collection of any overdue amount
8.15 Any disputes related to an invoice must be submitted in writing within 7 days of the date of the invoice by post at 18th & 19th Floors, 100 Bishopsgate, London, EC2M 1GT, England or email at finance@guildhawk.com. Otherwise, it shall be deemed as accepted for the purpose of payment.
CANCELLATION:
9.1 Contracts
If the Client cancels or reduces the scope of a Contract (other than Contract for interpreting services) after written confirmation for the Statement of Services has been received or the performance of such Contract becomes frustrated by an act or omission of the Client the Client shall pay the Fees in full.
9.2 Interpreting Contract
In the event of a Contract for interpreting services being cancelled at any time after the date of the Contract, the Client shall be liable to pay a cancellation fee according to the following scale:
(a) cancellation within 7 days before the date set for commencement of the Services – 100% of the Fees.
(b) cancellation between 7 and 14 days before the date set for commencement of the Services – 75% of the Fees.
(c) cancellation more than 14 days before the date set for commencement of the Services – 50% of the Fees.
9.3 Interpreting Contract funded by LAA
If the Client cancels or reduces the scope of a consecutive Interpreting Contract funded by the Legal Aid Agency (LAA) or the performance of the Interpreting Contract funded by LAA becomes frustrated by an act or omission of the Client or any third party within 24 hours (1 working day) of the booking, the Client shall pay the cancellation fee of £75 plus VAT or the minimum attendance fee plus travel time and expenses, if the Independent Contractor commences his/her journey for the purpose of attending the venue under the contract.
9.4 The Company shall notify the Client as soon as it is reasonably practical of any circumstances likely to prejudice the Company’s ability to provide the Services and the Company will assist the Client as far as reasonably practical to identify an alternative solution.
9.5 If either party is in material breach of any of the terms set out in these conditions, becomes insolvent, has a receiver appointed, or is compulsorily or voluntarily wound up, the other party shall be entitled to give notice of the immediate cancellation of the Contract and all Fees will become immediately due.
9.6 The Company reserves the right to charge an administrative fee of £30 plus VAT to rearrange a cancelled Contract.
IDENTIFYING, GREETING AND BRIEFING:
10.1 The Client must take all reasonable steps to ensure the Independent Contractor or the Company’s representative arranged by the Company is identified, greeted by the Client or their representative and fully briefed about the assignment.
10.2 In the event of difficulty in identifying, greeting and briefing the Independent Contractor or the Company’s representative the Client shall notify the Company of the situation immediately.
10.3 Failure by the Client to take reasonable steps to identify, greet and brief a Independent Contractor the Company’s representative attending an assignment, and/or subsequent omission to notify the Company immediately will render the Client liable for the full costs associated with the assignment whether the services of the Independent Contractor or the Company’s representative were used or not.
LIABILITY: The Client’s attention is particularly drawn to this clause
11.1 The following provisions set out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents and Independent Contractors) to the Client in respect of:
(a) any breach of these conditions;
(b) any use made or resale by the Client of any of the products supplied in relation to the Services; and
(c) any representation, statement or tortious act or omission including negligence arising under or in connection with the Contract.
11.2 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.
11.3 Nothing in these conditions excludes or limits the liability of the Company:
(a) for death or personal injury caused by the Company’s negligence; or
(b) defective products under Consumer Protection Act 1987; or
(c) for any matter which it would be illegal for the Company to exclude or attempt to exclude its liability; or
(d) for fraud or fraudulent misrepresentation.
11.4 Subject to clause 11.2 and 11.3:
(a) the Company’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the Fees paid under the Contract; and
(b) the Company shall not be liable to the Client for any pure economic loss, loss of profit, loss of business, depletion of goodwill or otherwise, in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract.
11.5 This clause 11 shall survive cancellation of the Contract.
CONFIDENTIALITY:
12.1 The Company and the Client shall ensure that all reasonable precautions are taken to ensure that the Confidential Information remains secure and confidential.
12.2 The Client shall inform the Company if the data requiring transfer should be classified as Restricted and thus be subject to Restricted data transfer and storage process as specified in the Company’s Information Classification and Handling Policy.
12.3 Personal data as defined under the EU General Data Protection Regulation (GDPR) should be classified as Restricted.
12.4 The Company shall not at any time whether before or after the provision of Services disclose any Confidential Information which comes to its knowledge through the provision of Services to any unrelated third party (except as required by law).
12.5 If consulting a third party over specific terminology queries during the provision of Services the Company will exercise due discretion in disclosing any Confidential Information contained in the Client’s documents.
12.6 The Company shall be responsible for the safekeeping and the secure disposal of the Client’s documents and copy translations, and if requested to do so shall arrange for the insurance of documents in transit at the Client’s expense.
12.7 The Client accepts that any data provided to the Company will be processed for the purposes of translation or any other linguistic services the Client has contracted the Company to perform, research relating to such linguistic services and project management associated with such linguistic services. This data and any Confidential Information will be accessed by employees of the Company and agents and Independent Contractors providing linguistic services to the Company.
12.8 The Client accepts that if data should not be transferred outside of countries either falling under GDPR legislation or an approved “third country” then the Company must be informed of this at confirmation of the Statement of Services.
12.9 The Company will retain Client records for a maximum of 3 years. Client records refer to project specific documentation and email trails containing project instruction, changes to scope or any other project information. All non-pertinent email trails will be retained for a maximum of 1 year.
12.10 The Company will comply with any requests for early data destruction under the GDPR right to be forgotten policy. Any such requests must be made in writing to the Company’s Data Protection Officer.
12.11 The Company will comply with any data subject access requests made in writing, and will provide relevant information within 30 days of the request.
INTELLECTUAL PROPERTY:
13.1 The Client is solely responsible for abiding all copyright laws or any other relevant Intellectual Property laws in any or all countries of the world. The Client agrees not to hold the Company responsible for copyright or any other Intellectual Property rights infringement through their use of the Company’s Services or the use of any copyrighted or otherwise protected material. All translated material and copyright, know-how and trade secrets and/or other Intellectual Property rights therein shall remain the property (but not the risk) of the Company until the Company shall have been paid in full for Services provided.
13.2 Where copyright or any other Intellectual Property rights exist in texts to be translated, it is presumed the Client has obtained all necessary consents to have such translations made. The Client will indemnify the Company in respect of any claims, proceedings, costs and expenses arising out of any infringement of copyright, patent, other Intellectual Property rights or other third party rights. Until the payment for the Services provided is received, the Company implicitly licenses the Client the right to reproduce and publish the translated text or any other deliverables arising from the provided Services.
13.3 By using the Services, the Client hereby grants the Company a perpetual, non-exclusive, irrevocable, worldwide, royalty-free, transferable licence with the right to grant sub-licences to host, store, archive, syndicate, reproduce, modify, prepare other derivative works from and in other ways use the source and translated material for the following limited purpose:
(a) ensuring continuous provision, improvement and development of the Services (this includes analysis of the Client’s material through the use of automated systems and algorithms);
(b) developing new Services for the benefit of the Company’s Clients.
13.4 No rights or licenses to Intellectual Property, software or any materials arising from it and owned by the Company, and which are not directly related to any business dealings with the Client, are implied or granted by the Company to the Client under this Agreement.
NON-SOLICITATION:
The Client agrees that during the term of the Contract and for a period of 12 months after termination, the Client shall not directly or indirectly canvas with a view to offering or providing employment to, offer to contract with or entice to leave any employee or Independent Contractor of the Company engaged in the performance of the Services without the prior written consent of the Company.
ARBITRATION PROCEDURE:
15.1 The Contract shall be governed by and construed in accordance with the law of England and Wales.
15.2 Any dispute arising out of or in connection with the Contract, including any question regarding its existence, validity or termination, or the legal relationships established by the Contract, shall be referred to and finally resolved by the Arbitration Panel of the Association of Translation Companies.
15.3 It is agreed that:
15.3.1 The Arbitration Panel will nominate two or more arbitrators to consider the case and report to the Arbitration Panel
15.3.2 The arbitrators will be instructed that their verdict may be wholly in favour of one or the other party or on a proportionate basis
15.3.3 The arbitrators’ decision shall be final if unanimous. If the arbitrators’ opinions differ, the final decision rests with the Arbitration Panel, who may, if they wish, appoint an umpire for final adjudication
15.3.4 The parties shall be informed of the Arbitration Panel’s decision
15.3.5 If the complaint is upheld, the defendant shall be liable for the costs of the arbitration in full. If the complaint is not upheld, the complainant shall be liable for the costs of arbitration in full. If the award is proportionate, the cost shall be shared as indicated by the Arbitration Panel
15.3.6 The decision of the Arbitration Panel shall be binding on the parties and shall be final
15.3.7 The place of arbitration shall be London
15.3.8 The language of the arbitration shall be English
FORCE MAJEURE
16.1 For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of the Company including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the Company or any other party), failure of a utility service or transport network, Royal Mail or equivalent postal/delivery service, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
16.2 The Company shall not be liable to the Client as a result of any delay or failure to perform its obligations under the Contract as a result of a Force Majeure Event.
16.3 If the Force Majeure Event prevents the Company from providing any of the Services for more than [4] weeks, the Company shall, without limiting its other rights or remedies, have the right to terminate the Contract immediately by giving written notice to the Client.
ASSIGNMENT:
The Client shall not be entitled to assign its obligations or delegate its duties under the Contract to any third parties. The Client remains liable for the performance of its obligations and duties under the Contract and these terms and conditions even if, after receiving an express written consent by the Company, it has assigned some or all of its rights under the Contract to the third party. For the avoidance of doubt the responsibility for payment of charges of the Company remain those of the Client whether or not there has been agreement by the Company for a third party to assume an obligation to pay such charges.
NOTICES:
18.1 Any notice which must be given under these conditions may be either delivered personally, electronically or posted.
18.2 Notice given by post must be pre-paid and correctly addressed and in the case of a registered company shall be to its registered office and in any other case to the address set out in the correspondence between the Client and the Company unless otherwise agreed in writing between the parties.
18.3 A posted notice which complies with clauses 18.1and 18.2 above is deemed served when posted on a business day, on the second business day after the day of posting and in any other case on the third business day after the day of posting.
18.4 A notice given by email must in the case of the Company, be sent to info@guildhawk.com or in the case of the Client to the email address stated in the Instruction Form unless otherwise agreed in writing between the parties. Any such email notice shall be deemed to have been received on the next business day following transmission.
Professional Insurance
Our project management team uses state of the art systems and sources only the finest linguists to deliver your assignments to the highest quality. However, in the event that something should go wrong you have the peace of mind that we have insurance in place that covers both our work and that of our linguists. There is no charge to you for this.
This level of insurance indemnity is not routinely provided in the industry. If you are in any doubt with another provider, we encourage you to ask to see their ISO accreditation and certificate of insurance cover.
Complaints and audit trail
Furthermore, all actions we take are monitored by our lean, end-to-end project management software and systems. Our insurance indemnity is therefore further underpinned by a full complaints resolution process and audit trail, which we will happily provide you with upon request.
