Terms and conditions
Nordic International Ltd's registered and trading address: Rahere Lodge, 45 Cambrian Avenue, Gilfach Goch, Porth CF39 8TF, Wales UK. Company no. 4751555.
Registered in England and Wales. VAT reg. no. GB 682 1108 53.
1. Definitions and interpretation
1.1 Client means any person, firm, organisation, statutory or corporate body, together with any subsidiary or associated undertaking, for whom Nordic International Ltd supplies Services pursuant to these terms and conditions of business. Quotation means the document issued by Nordic International Ltd setting out (i) a description of the Services (ii) the Price (iii) any other relevant matters. Price means the price for the Services as set out on the Quotation or Invoice.
1.2 Services means the services to be provided by Nordic International Ltd to the Client in accordance with the Terms as set out on the Quotation or Invoice. Terms means the standard terms set out in these terms and conditions of business.
1.3 Any changes to these Terms are valid only if agreed in writing between Nordic International Ltd and the Client.
1.4 Any error or omission in any sales material, quotation, order form, price list, acceptance or offer, invoice or other material issued by Nordic International Ltd (whether typographical, clerical or otherwise) may be corrected by Nordic International Ltd without any liability on the part of Nordic International Ltd.
1.5 If there is any conflict between the Quotation and the Terms, the Quotation will prevail.
1.6 The headings contained in these Terms are for convenience only and do not affect their interpretation.
2.1 The Client appoints Nordic International Ltd to provide Services in accordance with the Quotation. The Terms apply to the Services set out in the Quotation. No other terms will apply to the provision of the Services unless otherwise agreed in writing.
3. The Quotation
3.1 The quantity, quality and description of the Services shall be as set out in the Quotation.
3.2 It is the sole responsibility of the Client to ensure the Services set out on the Quotation meet its requirements.
3.3 Nordic International Ltd may make changes to the Services in order to conform with any legal requirements or which do not materially affect their quality or performance.
3.4 The Client shall at its own expense supply Nordic International Ltd with all necessary materials and information required by Nordic International Ltd to provide the Services in accordance with these Terms. If a failure by the Client to provide materials or information causes Nordic International Ltd to miss a deadline, the Nordic International Ltd deadline shall be deemed to be extended by the period of the Client's delay.
4. Modifications To The Original Documents & Performance
4.1 Technical considerations may dictate variations between original and translated documents. Nordic International Ltd 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 original and the translation documents. Nordic International Ltd will use reasonable endeavours to meet the deadlines requested by the Client for the Services requested, but, for the avoidance of doubt, time alone shall not be of the essence in relation to the delivery of the Service. Nordic International Ltd reserves the right to advise the Client 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.
5.1 The required quality of the Services to be delivered will be as defined by the Client whether by specification or by sample. In the absence of any such specification or sample Nordic International Ltd will endeavour to ascertain the standard required from the Client. Where this standard cannot be ascertained, Nordic International Ltd will assume that the purpose of the service is information and understanding as determined by the Association of Translation Companies, Institute of Linguists or similar linguists' professional body. Where the purpose of the Service is not disclosed but, in the view of Nordic International Ltd, is for other than information and understanding, Nordic International Ltd will notify the Client of this at the earliest practical opportunity. Should the Client, for any reason, wish to use the Service for any other purpose than that for which it was originally supplied, this will be at the Client's risk unless confirmation of the suitability of the service for the new purpose has been obtained from Nordic International Ltd. Where changes are necessary to ensure that the Service is suitable for the new purpose, Nordic International Ltd will endeavour to carry out such work as is necessary at its normal rates.
6.1 Nordic International Ltd will use its best judgment in the selection of language terms in relation to the context of the original document. Any changes requested to the language terms used by Nordic International Ltd will be paid for by the Client. Nordic International Ltd shall correct free of charge any indisputable mistranslation, grammatical mistake or omission. Nordic International Ltd's sole obligation with respect to errors shall be the obligation to correct the translation at no cost to the Client.
7.1 Nordic International Ltd may subcontract 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, it shall retain responsibility for the work that is subcontracted.
8. Delivery Date(s)
8.1 The date(s) of delivery will be as specified on the Quotation unless otherwise agreed between the Client and Nordic International Ltd.
8.2 The Quotation will state, 'Please allow x working days from order' for delivery. Saturday, Sunday and public holidays are not 'working days'.
8.3 Nordic International Ltd will provide timetables of the provision of the Services as the Client may reasonably require and notify the Client as soon as practicable if these timetables are likely to be delayed. Where the cause of any likely delay arises from a failure of any kind of the Client to fulfil the Terms referred to above, Nordic International Ltd will notify the Client of this as soon as is practicable and advise the Client of the extent of the delay; if the Client fails to remedy the situation within a reasonable time of such notice, the responsibility for the delay will be that of the Client. Under such circumstances, Nordic International Ltd reserves the right to continue with the work required as if the Client had remedied the situation as required above. The cost of any rework arising from Nordic International Ltd exercising this right will be borne by the Client.
9.1 All Services will be delivered electronically and to the points as specified by the Client by email. The Services will be delivered electronically directly to the Client unless otherwise stated by the Client.
10.1 An urgency surcharge may be levied for urgent Services requested by the Client. Such urgency may preclude the necessary time to check and edit the translation and result in the use of multiple translators for larger volumes that may result in inconsistencies and inaccuracies. Nordic International Ltd shall not be liable for any direct or indirect loss flowing from the accuracy and/or consistency of the Services or other such consequential urgency issues.
11. Requests for Amendments after Delivery
11.1 All of our Quotations include a default review period of "14 days" from the date of delivery. If the Client submits any queries or requests for amendments to the existing Services within the review period and if Nordic International Ltd, at its sole discretion, determines that the queries or requests for amendments are reasonable, then Nordic International Ltd will implement the queries or requests for amendments at no cost and within a turnaround time specified by Nordic International Ltd.
11.2 If they are not deemed reasonable or are additions as opposed to amendments then Nordic International Ltd will reserve the right to charge, at its sole discretion, extra fees to implement the requests.
11.3 If the Client submits any queries or requests for amendments after the review period, Nordic International Ltd will reserve the right to charge additional fees to implement the requests or amendments.
12.1 The Services and all materials and documents arising from the provision of the Services remain the property of Nordic International Ltd until they have been paid for in full.
13. Price and Payment Terms
13.1 Nordic International Ltd will invoice the Client for the Services once a job has been completed unless otherwise agreed and stated on the Quotation.
13.2 Unless the subject of a genuine dispute, the Client shall pay the Price within the date set out in the Invoice (the "Due Date").
13.2.1 The Client shall pay via a bank transfer with any charges for such assumed by the Client, within the stated number of days of the date of invoice issued for the Services.
13.2.2 The transaction reference for such a payment in 13.2.1 shall be Nordic International Ltd's invoice number.
13.2.3 Cheque payments shall be made payable to Nordic International Ltd.
13.3 If the provision of the Services is estimated by Nordic International Ltd to take longer than 3 months to complete, Nordic International Ltd shall be entitled to invoice the Client at monthly intervals for the pro-rated part of the total charge payable for the completed Service.
13.4 The Price may include VAT depending on the Client's status or location and the Client shall pay VAT in addition to the Price at the rate prevailing on the date of the invoice.
13.5 Payment of invoices outside these terms will be subject to the remedies contained within the provision of the Late Payment of Commercial Debts (Interest) Act 1998 (as amended and supplemented by the Late Payment of Commercial Debts Regulations 2013), which includes interest and compensation.
13.6 If, because of a factor beyond the control of Nordic International Ltd, the cost to Nordic International Ltd of providing the Services increases, Nordic International Ltd may before delivery increase the Price of the Services. The Client will pay the Price for the Services.
13.7 All amounts due under these Terms shall be paid in full without any deduction or withholding other than as required by law and neither party shall be entitled to assert any credit, set-off or counterclaim against the other party in order to justify withholding payment of any such amount in whole or in part.
13.8 Nordic International Ltd may bring an action against the Client for the price of the Services if the Client fails to pay for them in full by the Due Date.
14.1 The Client shall have the right to reject, in whole or in part, the Services which do not conform to the specifications or samples provided or which, in the absence of such specifications or examples, do not fall within the normal standards of the translation and journalistic professions within 14 days of the receipt of the Services.
15.1 The Client shall have the right, from time to time during the execution of the contract, via written notice to Nordic International Ltd, to ask to add, omit, or otherwise vary the Services and Nordic International Ltd shall carry out such variations and be bound by the same conditions, in so far as they are applicable, as if the said variations were part of the contract. The costs of such variations shall be borne by the Client. Where Nordic International Ltd receives any such instruction which would cause an amendment to the contract price, Nordic International Ltd 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. If, in the opinion of Nordic International Ltd, any such variation is likely to prevent Nordic International Ltd from fulfilling any or all of its obligations under the contract, Nordic International Ltd shall notify the Client who will decide within a specified time frame stated by Nordic International Ltd, whether or not the amended work with any additional costs will be carried out. The Client will confirm any agreed changes in writing to Nordic International Ltd.
16.1 Whilst Nordic International Ltd will endeavour to produce accurate and idiomatic services of the Client's original texts, the Client accepts that the interpretation of the Services may express differently from good original writing and that Nordic International Ltd accepts no liability for any loss including alleged lack of advertising or sales impact.
17. Force Majeure
17.1 Neither Nordic International Ltd, 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 the Company'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 the Company's control whether or not similar to the foregoing.
18.1 Either party may terminate a contract upon serving not less than one week's written notice to the other. The Client shall be responsible for fees for the Services rendered or work in progress prior to the effective date of the termination. Termination shall not affect the rights or liabilities of either party that have accrued as at the effective date of termination.
19. Privacy of Information and Communications
19.1 In providing Services, Nordic International Ltd will make reasonable efforts to ensure the privacy of the Client's information and communications. Nordic International Ltd will not use for any purpose whatsoever any personal information about the Client or its staff except when specifically and knowingly authorised to do so by the Client other than to provide Services under these Terms. The nature of the work performed by and any information transmitted to Nordic International Ltd by Clients shall be confidential. Under applicable law Nordic International Ltd may be obligated to reveal information or communications which may include information or communications which evidence or constitute criminal activity.
20. Intellectual Property Rights
20.1 All intellectual property rights in all work and material undertaken and delivered by Nordic International Ltd in the course of performing the Services shall belong to Nordic International Ltd and the Client shall not obtain any rights therein. Nordic International Ltd hereby grants the Client a licence to use the intellectual property rights in the work undertaken to the extent necessary to make use of the work undertaken as set out on the Quotation or Invoice.
21.1 Where copyright exists in texts to be translated, it is presumed that the Client has obtained all necessary consents to have such translations made. The Client will indemnify Nordic International Ltd in respect of any claims, proceedings, costs and expenses arising out of any infringement of copyright, patent or other third party right. Nordic International Ltd, in agreeing to translate the text, implicitly licences the Client to reproduce and publish the translated text to the extent necessary to make use of the work undertaken as set out on the Quotation or Invoice, in so far as copyright subsists in the translation of the text on the receipt of the agreed payment for the work in which the copyright of Nordic International Ltd exists.
22. Illegal Matter
22.1 The Client shall not require Nordic International Ltd to translate any matter that, in the opinion of Nordic International Ltd, is or may be of an illegal or libellous nature. The Client will indemnify Nordic International Ltd in respect of any claims, proceedings, costs and expenses arising out of any illegal or libellous matter printed or published on behalf of the Client.
23. Insolvency and Bankruptcy
23.1 If Nordic International Ltd becomes insolvent or bankrupt or, being a company, makes an arrangement with its creditors, or has an administrative receiver or administrator appointed, or commences to be wound up other than for the purposes of amalgamation or restructuring, the Client may, without prejudice to his other rights, terminate the contract forthwith by notice to Nordic International Ltd or to any person in whom the contract may have been vested.
24. Governing Law and Jurisdiction
24.1 These terms and conditions are governed by and shall be construed in accordance with the law of England and Wales and are subject to the exclusive jurisdiction of the Courts of England and Wales.