In submitting any Work to be carried out by the Company, the Client enters into a binding agreement with this Company covered by the following terms and conditions:
1.1 “The Company” means Voicebox (a trading brand of Wolfestone Translation Ltd) and any other brand under which the Company operates. “Work” means any Work undertaken by or any other services supplied by the Company. “Client” means any person, organisation or corporate entity to which the Company shall supply Work.
1.2 In the event of any conflict between any part of the contract between the Company and the Client, the documents constituting the agreement between the parties shall have priority in the following order:
1. Signed service level agreement (if any) entered into between the parties;
2. These Terms and Conditions.
2.1 Verbal quotations are given for guidance only. They are not binding upon the Company and are subject to written confirmation on receipt of the files or instructions or other Work. Written quotations remain valid for 30 days after dispatch unless otherwise stated.
2.2 The company reserves the right to make an additional charge to the quoted amount, if after commencement of the Work, changes to the scope are advised by the Client. Such charge will be agreed with the Client.
2.3 The Contract shall come into force on receipt of your purchase order, confirmation of a quotation or any other such confirmation by you for us to go ahead with the Work and on the commencement of the Work to be provided by us.
2.4 The Contract will be subject to these Terms and Conditions. All terms and conditions appearing or referred to in the order or otherwise stipulated by you shall have no effect.
2.5 Quotations are given on the basis of your description of the Work to be completed and any other instructions. Such quotations may be amended at any time if, in our opinion, the description of the Work, instructions or any other element is materially inadequate or inaccurate.
2.7 These Terms and Conditions apply to all Work provided to you.
3. Price and Payment
3.1 Unless otherwise stated, prices are in sterling (GBP) and are exclusive of value added tax and any other tax or duty. We shall invoice you for all appropriate taxes and expenses for which we are liable to collect. The Client 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 taxes.
3.2 Payments for all Work shall be made within 30 (thirty) days of invoice date unless specifically agreed in writing by the Company, although in some circumstances payment or part payment may be requested prior to the commencement of the work. Without prejudice to the Company’s other rights, the Company reserves the right to levy a service charge of 8 (eight) % per year on all balances outstanding beyond the due date.
3.3 Where the work is being provided in stages and/or over a period of time of more than 60 (sixty) days, we reserve the right to invoice you upon completion of each stage of the work or at monthly intervals.
3.4 Failure to pay any invoice in accordance with the foregoing terms or other terms specified in the Contract or agreed in writing 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.
4. Completion of Work
4.1 Whilst the Company has an excellent reputation for prompt delivery and will always endeavour to meet deadlines, dates or periods for completion of Work are only best estimates and the Company is not liable for the consequences of any delay for any reason whatsoever. In particular, the Client should be aware that the Company cannot be held responsible for delays or information degradation associated with any breakdown whatsoever caused by failures on the Client’s servers, utilities or telecoms’ systems, or the Company’s servers, utilities or telecoms’ systems which are outside the control of the Company and which are known to occur from time to time.
4.2 The Client must specify a completion date (if material) when commissioning the Work, but whilst the Company shall make every reasonable effort to meet the requirements of the client, late delivery shall not entitle the Client to withhold payment for Work done.
4.3 Work will normally be dispatched to the Client by electronic mail as an electronic file or to be accessed through another electronic/digital means. In the event that the Client requires Work to be supplied in hard copy by post, the Company cannot be held responsible for delays in supply or for any failure in the fulfilment of supply caused by the postal system.
4.4 Should completion of Work be necessary sooner than the normal time required for its proper production, the Company reserves the right to charge supplementary urgency rates to cover any overtime requirements or additional expenses. Should any other additional costs be incurred, The Company is entitled to charge for these as well.
4.5 The Company accepts no liability for the consequences of any delay in completion of Work caused by the Client for whatever reason and in this event any agreed deadlines or delivery schedules will automatically cease to be valid and new dates must be negotiated and agreed.
4.6 The Company reserves the right to sub-contract all or part of the Work to a contractor or contractors of its own choice.
5. Cancellation and suspension
5.1 If the Client, for any reason, cancels Work which he or she has commissioned, charges will be payable for all completed Work up to the cancellation date and for all other costs and expenses (including preparatory work and time to enable the Work) which may occur as a result of such cancellation.
5.2 If the Client suspends or postpones Work he or she has commissioned, charges will be payable for all commissioned Work up to the date of suspension or postponement and for all other costs and expenses (including preparatory work and time to enable the Work) which may occur as a result of such suspension.
5.3 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 commission as agreed), the Company shall notify the Client without delay, indicating the circumstances. Force Majeure shall entitle both the Company and the Client to withdraw from the commission, but in any event, the Client undertakes to pay the Company for Work already completed. The Company shall assist the Client, to the best of its ability, to place their commission elsewhere.
5.4 Any termination of the Contract shall not prejudice any rights or remedies which may have accrued to either party.
6.1 The Company will not be liable in any circumstances for the consequences of any delay in delivery or performance or failure to deliver or perform or if any delay or failure is due to late delivery or performance or non-delivery or non-performance by suppliers, artists or subcontractors, shortage of labour, an act of God, fire, flood, inclement or exceptional weather conditions, industrial action, hostilities, governmental order or intervention (whether or not having the force of law) or any other cause whatever beyond our control or of an unexpected or exceptional nature.
6.2 Delivery is deemed to have taken place on posting, faxing or electronic delivery to a carrier, as the case may be, and the risk shall pass to the Client.
6.3 However, the Company will retain a copy of the files and, should there be any loss or damage, will forward a further copy free of charge.
6.4 When the Client requires the Company to utilise a third party such as but not limited to a Notary Public, Solicitor, or the Foreign and Commonwealth Office, the Company cannot be held responsible for any delay in delivery or non-performance of these third parties.
7. Responsibility and Liability
7.1 The Company shall be relieved of all liability for obligations incurred to the Client wherever and to the extent of which the fulfilment of such obligation is beyond its control.
7.2 A complaint by the Client in respect of any Work shall be notified to the Company in writing within 5 (five) days of the receipt of the Work by the Client. Following completion of a project, the Company agrees to rectify at no charge to the client any inaccuracies, errors, issues or omissions which are at the fault of the Company. Our liability will be no more than to rectify any such alleged inaccuracies, errors, issues or omissions that we feel to be justified, to our satisfaction. The Client shall always give the Company the opportunity to make right any alleged issues with the Work. At no time will such allegations delay payment.
7.3 The Company shall not be liable to the Client or any third party in any circumstances whatsoever for any consequential loss or damage of any kind (including loss of profit, business, contracts, revenue, damage to reputation or goodwill, anticipated savings, and or any other indirect or consequential loss or damage whatsoever) resulting from the use of Work which exceeds the contract price for the Work supplied, and the Client shall indemnify the Company against all claims and demands upon the Company for any such consequential loss or damage.
7.4 No terms, conditions or warranties, whether express or implied, about the quality or fitness for purpose of the Work shall be incorporated unless expressly set out in the Contract.
7.5 The Company does not warrant that the Work will meet your specific requirements and we do not warrant that the Work will be uninterrupted or error free. Furthermore, the Company does not warrant or make any representation regarding the use of the Work provided in terms of accuracy, correctness, reliability or otherwise, etc.
7.6 Unless otherwise and expressly agreed by the Company in writing, the Client (which for the purposes of this clause includes any associated companies, their or your employees, directors, principals or shareholders, etc.) shall not, for a period of five years after termination of the Contract, either directly or indirectly, on your own account or for any other person, firm or company, solicit, employ, endeavour to entice away from the Company or use the services of an artist, supplier, provider, sub-contractor, etc. who has provided Work to the Client on behalf of the Company under the Contract. In the event of a breach under this clause, the Client agrees to pay the Company an amount equal to the aggregate remuneration paid by the Company to the artist, supplier, provider, sub-contractor, etc. for the 3 (three) years prior to the date on which you employed or used the artist, supplier, provider, sub-contractor, etc..
8. Clients Property
8.1 All files, documents or any other property supplied to the Company will be held or dealt with by the Company at the Client’s risk and the Company will not be responsible for the consequential loss or damage thereto.
8.2 The Company reserves the right to destroy or otherwise dispose of any files, document or other property of the Client which has been in its custody for more than 12 (twelve) months following completion of the Work to which it relates.
9.1 Subject to clause 9.3, and (on our part) save as necessary in order for us to provide the Work neither party may use any of the other party’s Confidential Information (any information (in any form) which is confidential either to the Company or the Client and which either the Company or Client discloses in connection with our Work).
9.2 Subject to clause 9.3, neither party may disclose to any other person any of the other party’s Confidential Information.
9.3 Either party may disclose the Confidential Information of the other:
When required to do so by law or any other regulatory authority, provided that the party required to disclose the Confidential Information, where practical and legitimate to do so:
a) Promptly notifies the owner of any such requirement;
b) Co-operates with the owner regarding the manner, scope or timing of such disclosure or any action that the owner may take to challenge the validity of such requirement.
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 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.
9.4 The obligation of confidentiality contained within this clause 9 shall survive termination of the Contract howsoever caused.
9.5 Each party agrees that its obligations under this clause 9 are necessary and reasonable in order to protect the party making the disclosure and each party agrees that the remedy of damages would be inadequate to compensate the party making the disclosure for any breach by the party receiving the disclosure of its obligations set out under this clause 9. Accordingly, each party agrees that, in addition to any other remedies that may be available, the party making the disclosure shall be entitled to seek injunctive relief against the threatened breach of this agreement or the continuation of any such breach by the party receiving the disclosure, without the necessity of proving actual damages.
10. Illegal Matters
10.1 The Company shall not be required to carry out any Work which in its opinion is or may be of an illegal or libellous nature. Where copyright exists in Work to be carried out by the Company, the Client warrants that it has obtained all consents necessary for such Work to be made.
10.2 The Company shall be indemnified by the Client in respect of any claims, proceedings, costs and expenses arising out of any libellous matter printed or published for the Client, or any infringement of copyright, Intellectual Property Right, patent, design or third party right. This list is not exhaustive.
11. Intellectual Property and Copyright
11.1 The Copyright of the Work is the property of the Company and will be passed on to the Client only after full payment has been made for the Work.
11.2 Once payment has been made for the Work all Intellectual Property Rights (including but not limited to copyright) in the Original Works and the Work shall vest in the Client (or your licensors) but, for the avoidance of doubt, you hereby grant to the Company (and our sub-contractors) a licence to store and use the Original Works and the Work for the duration of the Contract and for the purposes of providing Work to the Client.
12. Data Protection
12.1 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 Act 1998 or subsequent legislation.
12.2 The Company acknowledges that if we are required to process any data in the course of providing the Work we shall do so only on Client instructions.
13.1 If any provision of these Terms and Conditions is or becomes invalid or unenforceable it will be severed from the rest of the Terms and Conditions so that it is ineffective to the extent that it is invalid and unenforceable and no other provisions of the Terms and Conditions shall be rendered invalid, unenforceable or be otherwise affected.
13.2 A person who is not party to this Contract shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Contract. This clause does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act.
13.3 Nothing in these Terms and Conditions or the Contract is intended to or shall operate to create a partnership or joint venture between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
13.4 One of our company values is to treat everyone with respect. We therefore would like to ask clients to act in the same way towards our staff. As a result we would like to politely advise that abusive, threatening or insulting words or behaviour toward our staff either via email, on the phone or in person will not be tolerated.
14.1 These conditions shall be interpreted in accordance with English law in force and the Company and the Client irrevocably submit to the exclusive jurisdiction of the English Courts.
15. Welsh Language Policy
We acknowledge the fact that under the Welsh Language (Wales) Measure 2011 the Welsh language has official status, and should be treated no less favourably than the English language. To find out more about our Welsh Language commitment download our Welsh Language Policy.