Standard Terms & Conditions of Business

Terms & Conditions

1. Definitions

“Services” means the provision of consultancy, translation, interpreting and other related services by Falcon Consultants and/or Falcon Translations (hereinafter referred to as “the company”) to the Client as shall be agreed between the two parties from time to time, and includes the supply of translated text in hard or soft copy and other associated deliverables.

“Conditions” means and includes all terms, provisions and conditions of whatever kind as the context requires.

“Price” means the price of the Services payable in accordance with these Conditions or other conditions agreed between the Company and the Client.

2. General

These conditions are the only conditions to which the Services supplied by the Company are subject and shall override any other terms, conditions or stipulations, referred to, submitted or proposed by the Client, unless otherwise agreed in writing the Company.

3. Prices

a) All Prices are quoted exclusive of all taxes (including but not limited to VAT) and all the duties, levies and other charges all of which, where applicable, shall be separately charged at the appropriate rates.

b) The Company reserves the right to vary the quoted price under circumstances beyond its reasonable control including, but not limited to, changes to the original specification submitted by the Client, and variations in the cost of labour and/or materials. Furthermore, the Client shall reimburse the Company for all expenses incurred by any incurred by any person or persons involved in providing the Services where the Services or part of them are undertaken away from that person’s normal place of work.

4. Client’s duty to provide instructions

The Client shall be solely responsible for providing the Company with all necessary information concerning its goods, services and market(s) and in particular shall identify the purpose(s) for which the Services are intended. In the absence of identification of purpose(s) the Company shall be entitled to assume that the services are intended for the internal purposes of the Client. The Company shall not be responsible for any shortcomings in such information. The Client accepts that its knowledge and experience are vital in this regard.

5. Suspension/Cancellation

Once instructed, Services cannot ordinarily be cancelled. Should the Client with for any reason, to suspend or cancel the Services, the Company shall immediately stop work and issue an invoice for the partially completed Services, PROVIDED ALWAYS that if the Client shall suspend and/or cancel any part of the Services:

• It shall reimburse the Company for reasonable costs incurred by the Company in complying with such direction, such reasonable costs to include but not be limited to:
o Assessment and preparation of the Services
o Research and identification of appropriate resources to carry out the Services
o Reservation of resources to carry out the Services

• The cost of the uncompleted part of the Services shall be increased appropriately if the Company’s rates shall be increased prior to completion of the relevant Services.

6. Sub-Contractors

The Client recognises and agrees that the Company may use sub-contractors for some or all of the Services. All references to the Company in these Conditions are automatically extended to include such sub-contractors as appropriate.

7. Payment and Delivery

a) Payment of Invoices submitted by the Company shall be made by the Client within twenty-eight days of the invoice date;
b) Any amounts not received by the Company from the Client by the due date indicated above shall attract interest at the rate of 2% per calendar month;
c) Should the above payment terms not be met, the Company reserves the right (without prejudice to any other right or remedy) to stop work immediately and to invoice the Client for all work partially completed for the Client at that time. Should work then resume, all agreed delivery dates including dates shall be retarded by at least the length of time when work was stopped by failure to observe the above payment terms;
d) While every care is taken to ensure that delivery deadlines are compiled with, unless otherwise expressly agreed in writing by the Company time shall not be of essence in the performance by the Company of any of its obligations under these Terms and Conditions;
e) Delivery of Services shall be made to the Client according to agreed delivery dates. The Company shall use its best endeavours to complete work by the dates agreed; however it is recognised that the Company shall not be held responsible for delays caused or contributed to by the Client over which the Company has no effective control.

8. Proprietary Rights

a) Subject as below the Company agrees that all material and documentation made available or disclosed by the Client to the Company hereunder shall remain the exclusive property of the Client and that such materials and documentation are proprietary to the Client and, if designated as confidential, shall be treated as such and shall not be disclosed to any third party without the Client’s prior consent.
b) Any information about the Client or its associates to which the Company may become a party during the course of the provision of Services to the Client shall also be treated as confidential and shall not be disclosed to any third party unless or until the information is within the public domain. The Company agrees to return all materials and documentation at the Client’s request upon expiration, termination or cancellation of any order for Services and upon conclusion of the Company’s need thereof, whichever occurs first.
c) The Company shall relinquish its rights (if any) in the Services once all claims against the Client have been collected in full by the Company.

9. Warranties and Guarantees

To the extent permitted by law, all guarantees, warranties or conditions whether express or implied by statute, common law or otherwise are excluded and in lieu thereof it is agreed as follows:
a) the Services provided shall be of a reasonable and workmanlike standard and fit for the purpose(s) identified by the Client.
b) If, within thirty days of delivery, any of the Services are found to be defective, the Company shall either rectify the defect or (at the Company’s sole discretion) replace the defective Goods provided that:
i. The Client gives to the Company written notice and details of the defect within seven days of such discovery, and
ii. The Company is satisfied that the defect is due solely to defective materials or poor workmanship;
c) The Company shall not be liable for any loss, damage or injury however caused or arising except to the extent, if any, to which it may be liable under the guarantees and warranties set out in these Conditions and shall not be liable for any indirect or consequential loss whatsoever and howsoever caused.

10. Reservation of Title and Insurance

Notwithstanding the delivery the property in the Services shall remain in the Company, and the Client shall hold the Services as bailee for the Company until payment in full of the Price (“the Payment”).

11. Force Majeure

The Client shall not have any claim against the Company in respect of failure on its part to perform its obligations under these Terms and Conditions if and to the extent that such failure is caused by force majeure. For the purpose of this clause force majeure means any event beyond the reasonable control of the Company, including without limitation Acts of God, fire, accident, weather conditions, hostilities (whether or not war is declared), civil disturbances, requisitions, governmental restrictions or prohibitions, import or export regulations, materials, power or transport or breakdown of plant, strikes, lockouts, shortage of labour or trade disputes.

12. Illegal Matter

a) Notwithstanding any other of these Terms and Conditions, the Company shall not be required to translate, typeset,, interpret or print any matter or provide any Services which in its opinion is or may be of an illegal or libellous nature. Where copyright subsists in texts to be translated, typeset, interpreted or printed by the Company, it is presumed that the Client has obtained all consents necessary for such work to be carried out.

13. Headings

The headings of the Agreement are included for the sake of clarity and shall not affect the interpretation hereof.

14. Jurisdiction

This Agreement and any contract referred to herein shall be governed by English Law and all disputes in connection with or claims arising from this Contract shall be settled under the exclusive jurisdiction of English Law.