Terms and Conditions of Services provided by Galway Certified Translations
For the purpose of these Terms and Conditions “the Company”, “we”, “our” or “us” refers to Galway Translations (company no. 474156 whose registered office is at 99 Ros Ard, Cappagh Road, Galway, Republic of Ireland) and “Client” or “you” represents the company, firm, body, organisation, or person contracting Galway Translations to undertake service(s) on its behalf.
“Agreement” is defined as the agreement between the Client and the Company governed by the Terms and Conditions of service.
“Terms and Conditions” means these standard Terms and Conditions as set out below.
“Order” means a confirmed request by you for our Services.
“Services” means translation services performed by us for you.
“Work materials” means any information communicated or transmitted to us by you in order to perform the Services provided herein.
“Confidential Information” means information (in any form) which is confidential either to you or to us and which either you disclose to us or we disclose to you in connection with the Services.
In submitting an Order, the Client enters into a binding Agreement with the Company, covered by the following Terms and Conditions:
No conditions other than those set out herein nor any variation thereof shall be binding on the Company unless otherwise specifically agreed in writing by an officer of the Company. These conditions shall be incorporated in every quotation, acceptance and contract for work by us subject to the foregoing; any conditions proposed by the Client are hereby excluded.
2. INTENDED USE OF TRANSLATION SERVICES
2.1. The Client shall clearly indicate in writing the intended use of the translation.
2.2. Unless otherwise requested in writing a translation is undertaken for information and understanding only, which is of a high enough standard for use in general correspondence.
2.3. If requested in writing, the translation may be the final document which will not be further edited by the Client or other-related third parties.
2.4. Should a Client wish to use a translation for any other purpose than that for which it was originally supplied, the Client shall obtain confirmation from the Company that the translation is suitable for the intended new purpose. The Company reserves the right to amend and adapt, at the cost of the Client, the previously supplied translation, if necessary, for its new purpose.
2.5. Where the purpose of the translation is not disclosed to the Company, the Company shall proceed with the translation as if it were for information purposes only. However if, in the Company’s judgement, the assumed intended purpose is otherwise, the Company shall communicate with the Client, whenever possible, before commencing translation in order to clarify the intended purpose.
2.6. The Company may indicate the standard for which the translation was supplied and will determine the charge accordingly.
2.7 The extent of the Company’s liability in relation to a translation is detailed in Section 9 Liability.
3.1. Quotations are not binding on the Company and are given subject to confirmation by the Company upon receipt of the Client’s order. No Agreement shall be concluded until such confirmation is given. Written quotations remain valid for 30 days after despatch and thereafter will lapse unless otherwise stated in writing.
3.2. Quotations are given on the basis of the Client’s description of the source material, the purpose of the translation and any other instructions. Such quotations may be amended at any time if, in our opinion, the description of the source materials is materially inadequate or inaccurate.
3.3. Information provided in the Company’s brochures, website or other published material is a general description only and does not form part of these Terms and Conditions.
4.1. Unless otherwise stated, prices are in euro and are exclusive of value added tax. We shall invoice you for all appropriate taxes and expenses for which we are liable to collect. You shall be liable to pay any penalties or interest on such taxes which are payable by us as a result of your delay in paying such charges.
4.2. Payment is requested by cheque, direct bank transfer or by credit card via direct contact with our office unless otherwise specified in writing on the invoice. All payments shall be made without deduction or set-off of bank charges.
4.3. Normal payment terms are 100% prepayment on confirmation of the order.
4.4. Where credit accounts are approved and opened for a Client, payment must be received within 30 days of the date on which the invoice is issued unless specifically agreed in writing by an officer of the Company. 4.5. Quotations in a currency other than euro are based on the rate of exchange at the time of quoting and, unless otherwise stated, the price is subject to exchange rate fluctuations at the date of invoice.
4.6. Failure to pay any invoice in accordance with these Terms and Conditions or any others specified in writing at the time, shall entitle us to suspend further work both on the same order, and on any other order from you, without prejudice to any other right we may have.
5. COMPLETION OF WORK
5.1. A date agreed by the Company for delivery is given and intended as an estimate only. The Company will make every endeavour to meet such an estimated date but shall not be liable to make good any damage or loss, whether arising directly or indirectly out of its failure to meet such estimated date. Whilst we shall make every reasonable effort to meet the Client’s requirements, late delivery shall not entitle the Client to withhold payment for Services provided.
5.2. The Client and the Company may, at any time after such date, in regard to the original anticipated delivery period, agree a further date for delivery, and if delivery has not taken place by such a date, no charge will be made and the Contract will be considered cancelled.
5.3. The Company reserves the right to sub-contract all or part of the work to an approved contractor(s) of its choice. We will not be liable in any circumstances for the consequences of failure to deliver or perform if the delay or failure is due to the non-delivery or non-performance by its sub-contractors. In case of Force Majeure (Strike, Lockout, Industrial Dispute, Civil Commotion, Natural Disaster, Acts of War and any other situation which can be shown to have materially affected the Company’s ability to deal with the order from the Client) the Company shall notify the Client without delay, indicating the circumstances. Force Majeure shall entitle both the Company and the Client to cancel the order but, in any event, the Client undertakes to pay the Company for work already completed. The Company will assist the Client, to the best of its ability, to complete their order.
Delivery is deemed to have taken place by emailing, faxing, posting or delivery to a carrier, as the case may be, and the risk shall pass to the Client. However, the Company will retain a copy of the translation and, in the event of there being any loss or damage, will forward a further copy free of charge.
Although an urgency surcharge may be levied on urgent translations, because 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. Should such completion of work necessitate overtime being worked or other additional costs being incurred, a charge will be made to cover the increased cost.
8. CANCELLATION AND SUSPENSION
8.1. If the Client for any reason cancels work which has been commissioned, charges will be payable for all the completed work up to the cancellation date and for all other costs and expenses which may accrue as a result of such cancellation.
8.2. If the Client suspends or postpones work commissioned for a period of 21 days or more, charges will be payable for all commissioned work up to the date of suspension or postponement and for all other cost and expenses which may accrue as a result of such suspension.
9.1. The Company shall be relieved of all liability in respect of obligations incurred to the Client which it cannot fulfil for reasons beyond its control.
9.2. The Company’s entire liability to the Client under this Agreement including but not limited to the Services provided shall not exceed the price payable to us by you under the Contract to which any claim relates.
9.3. The Company shall not be liable for loss of profits, business, contracts, revenue, damage to the Client’s reputation or goodwill, anticipated savings, and or any other indirect or consequential loss or damage whatsoever
9.4. The Company shall incur no liability to the Client for innocent or negligent misrepresentation by virtue of any statement made by or on behalf of us prior to the Agreement, whether orally or in writing, and you shall not be entitled to rescind the Agreement on the grounds of any such misrepresentation.
9.5. Whilst the Company undertakes to use its best endeavour to produce an accurate and idiomatic translation of the original text, the Client must accept that a translation may read differently from good original writing and so no liability is accepted by us for an alleged lack of advertising or sales impact. We may indicate errors or omissions in any original material supplied by you.
9.6. The Company shall not be liable for errors in conversion from one system of measurement to another, for transliteration of names and other proper nouns from one script to another or for translation of abbreviations, neither shall we be liable for errors resulting from illegibility of any material supplied by you or for any consequent loss or damage thereupon.
9.7. In the event of the Client using work carried out for a purpose other than for which it was supplied, the Client shall not be entitled to any compensation by the Company, and you shall indemnify us against any loss you incur, in goodwill or otherwise.
9.8. Where the Services provides proofs or texts to be submitted to the Client for approval, the Company shall not be liable for any errors not corrected by the Client or any amendments or modifications made by the Client in the proofs or texts so submitted.
9.9 The Client acknowledges that any materials submitted by and to you over the Internet cannot be guaranteed to be free from the risk of interception, even if transmitted in encrypted form, and that we have no liability for the loss, corruption or interception of any materials.
10. ILLEGAL MATTERS
The Client warrants that the required translation does not infringe any copyright or other proprietary right nor does it contain anything of an obscene, blasphemous or libellous nature and shall indemnify the Company in respect of all actions, claims, proceedings, costs and damages incurred or awarded and paid in respect of, or arising out of, any breach of such warranty or out of any claim by a third party based on any facts which, if substantiated, would constitute a breach of such warranty.
No oral representation of statement shall be binding upon the Company, whether as a warranty or otherwise, nor shall anything be implied from any such representation or statement.
12. USE OF TRANSLATORS, INTERPRETERS AND VOICE-OVER ARTISTES
Unless otherwise agreed by the Company any Client or Associate shall not, for a period of one year after termination of the Contract, either directly or indirectly, on their own account or for any other person, firm or company, solicit, employ, endeavour to entice away from us or use the services of a translator, interpreter or any other relevant person who has provided the work to you on our behalf under the Agreement.
The Copyright of the translation is the property of the Company and will be passed on to the Client only after full payment has been received for the translation. The Client hereby agrees to grant us (and our sub-contractors) a licence to store and use the work materials for the duration of the Agreement and for the purposes of service provision.
14.1. Both parties agree not to use nor disclose to third persons any of the other party’s Confidential Information subject to clause 14.2, and in order for us to provide the Services.
14.2. Either party may disclose Confidential Information of the other:
14.2.1. When required to do so by law or any regulatory authority, provided that party required to disclose the Confidential Information, where practicable and legitimate to do so:
(a) Promptly notifies the owner of any such requirement; and
(b) Co-operates with the owner regarding the manner, scope or timing of such disclosure or any action the owner may take to challenge the validity of such requirement.
14.2.2. To its (or any of its associated company’s) personnel, sub-contractor’s personnel or any person whose duties reasonably require such disclosure, on condition that the party making such disclosure ensures that each such person to whom such disclosure is made:
(a) Is informed of the obligations of confidentiality under these Terms and Conditions; and
(b) Complies with those obligations as if they were bound by them.
15. DATA PROTECTION
15.1. Each party shall ensure that in the performance of its obligations under these Terms and Conditions it will at all times comply with the relevant provisions of the Data Protection Acts 1998 & 2003.
15.2. The Company acknowledge that if we are required to process any data in the course of providing services governed by this Agreement we shall do so only on your instructions.
16. SETTLEMENT OF DISPUTES
Both parties should make efforts to settle disputes in good faith but failing that disputes between the Client and the Company shall, at the request of either party, be referred to a person agreed between the parties or (in default of Agreement within 7 days of notice from either party) to a person chosen on the application of either party to the Chartered Institute of Arbitrators, Irish Branch,. The decision of the Institutes’ Arbitrator shall be binding on all parties involved and shall be final. Both parties will be required to share the costs of the arbitration procedure.
17. GOVERNING LAW
The above Terms and Conditions shall be governed by and construed in all respects in accordance with Irish law and the parties hereby submit to the non-exclusive jurisdiction of the Irish courts.
These Terms and Conditions are subject to change without prior written notice. This version was published on 27th of July 2014.
Supplementary Terms and Conditions exist for Interpreter and Voice-over Services.