TERMS AND CONDITIONS FOR THE SUPPLY OF SERVICES BY D A LANGUAGES LIMITED
- The following definitions and rules of interpretation apply in these
|“applicable law”||applicable law of the United Kingdom (or of a part of the United Kingdom).|
|“Business Day“||a day other than a Saturday, Sunday or public holiday in England, when banks in London are
open for business.
|“Charges“||the charges payable by the Client for the supply
of the Services pursuant to an Order in accordance with clause 5.
|“Commencement Date“||has the meaning given in clause 2.2.|
|“Conditions“||these terms and conditions as amended from
time to time in accordance with clause 14.5.
|“Control“||the beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the management of the company, and the expression change of control shall be construed accordingly.|
|“Client“||the person that purchases Services from
DAL pursuant to an Order.
|“Client Default“||has the meaning set out in clause 4.2.|
|“Controller”||has the meaning given in applicable Data Protection Laws from time to time.|
|“DAL“||D A Languages Limited registered in England and
Wales with company number 06207784 and with registered office at Suite 4a, Statham House, Talbot Road, Stretford, Manchester M32 0FP.
|“Data Protection Laws“||as binding on either party or the Services:
(a) the GDPR;
(b) the Data Protection Act 2018;
(c) any laws which implement any such laws; and
(d) any laws that replace, extend, re-enact, consolidate or amend any of the foregoing.
|“Data Subject”||has the meaning given in applicable Data Protection Laws from time to time.|
|“Deliverables“||the deliverables to be produced by DAL for the
Client, as specified in the Order.
|“GDPR”||as binding on either party or the Services:
(a) the General Data Protection Regulation, Regulation (EU) 2016/679); or
(b) the General Data Protection Regulation, Regulation (EU) 2016/679 as it forms part of domestic law in the United Kingdom by virtue of section 3 of the European Union (Withdrawal) Act 2018 (including as further amended or modified by the laws of the United Kingdom or a part of the United Kingdom from time to time).
|“Intellectual Property Rights”||copyright and related rights, patents, moral rights, trade marks, trade names, business names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, rights to invention, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for, and be granted, renewals or extensions of, and rights to claim priority from, such rights, whether vested, contingent or future, and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.|
|“International Organisation”||has the meaning given in applicable Data Protection Laws from time to time.|
|“Non-Standard Instructions”||means any Order where (in DAL’s reasonable opinion):
(a) the Source Material the subject of the Services requires additional work beyond the amount of work set out in any fee quote (including any Pricing Schedule) provided by DAL; or
(b) the work is of an extraordinary or specialist nature; or
(c) the Source Material contains language or dialect (if applicable) to be interpreted in a specific way; or
(d) the work needs to be carried out more urgently than provided for in DAL’s standard delivery times; or
(e) as a result of the Client’s instructions, additional expenditure by DAL is required in order to fulfil the Order; or
(f) the Source Material provided to DAL is varied by the Client after the Order is commenced by DAL; or
(g) additional Source Material is provided to DAL that is in addition to the Source Material provided to DAL which was the subject of the Order.
|“Order“||the Client’s order for Services, or the Client’s written acceptance of a quotation by DAL, or the contract between DAL and the Client for the supply of Services in accordance with these Conditions, as the case may be.|
|“Personal Data”||has the meaning given in applicable Data Protection Laws from time to time.|
|“Personal Data Breach”||has the meaning given in applicable Data Protection Laws from time to time.|
|“Pricing Schedule”||the pricing schedules of DAL as published from time to time and as applicable to the Services and as identified in the Order.|
|“Processing”||has the meaning given in applicable Data Protection Laws from time to time (and related expressions, including process, processed and processes will be construed accordingly).|
|“Processor”||has the meaning given in applicable Data Protection Laws from time to time.|
|“Protected Data”||means Personal Data received from or on behalf of the Client in connection with the performance of DAL’s obligations under these Conditions and the related Order.|
|“Services“||the provision of one or more of the following services:
(a) face-to-face interpretation/translation;
(b) video interpretation;
(c) telephone interpretation;
(d) document translation and/or proof-reading;
(e) transcription; and
(f) the Deliverables.
|“Source Material”||any material provided by the Client to DAL for
translation or interpretation, whether in written, audio or video form.
|“Specification“||the description of the Services set out in the quotation for the Services provided in writing by DAL to the Client.|
|“Sub-Processor”||means any Processor engaged by DAL (or by any other Sub-Processor) for carrying out any processing activities in respect of the Protected Data on behalf of the Client.|
- A reference to a statute or statutory provision is a reference to it as amended or re-enacted from time to time. A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory
- Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those
- A reference to writing or written includes email.
- A reference to a ‘party’ includes that party’s personal representatives, successors and permitted assigns;
- A reference to a ‘person’ includes a natural person, corporate or unincorporated body (in each case whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns.
- A reference to a ‘company’ includes any company, corporation or other body corporate, wherever and however incorporated or established.
- A reference to a gender includes each other gender.
- Words in the singular include the plural and vice versa.
- A reference to any English action, remedy, method of judicial proceeding, court, official, legal document, legal status, legal doctrine, legal concept or thing shall, in respect of any jurisdiction other than England, be deemed to include a reference to that which most nearly approximates to the English equivalent in that jurisdiction.
2. BASIS OF ORDER
- The Order constitutes an offer by the Client to purchase Services in accordance with these DAL may accept or reject an Order at its discretion.
- The Order shall only be deemed to be accepted when DAL confirms acceptance of the Order by commencement of the provision of the Services the subject of the Order, DAL notifying the Client that the Services are ready to be performed or such other indication of acceptance by DAL in writing, at which point and on which date the Order shall come into existence (the Commencement Date).
- Any descriptive matter or advertising issued by DAL are issued and/or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Order or have any contractual
- These Conditions apply to the Order to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of
- These Conditions supersede any previously issued terms of and conditions of purchase or supply.
- Any quotation given by DAL shall not constitute an offer to supply Services and is an invitation to treat only and is incapable of being accepted by the Client. A quotation given by DAL is only valid for a period of 5 Business Days from its date of issue after which time a new quotation must be requested by the Client.
3. SUPPLY OF SERVICES
- DAL shall supply the Services to the Client in accordance with the Specification in all material respects. The Order shall be deemed to have been fulfilled at such time as DAL dispatches the Deliverables, by whatever method, including email, post, courier or personal delivery.
- DAL shall use reasonable endeavours to meet any performance dates specified in the Order, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
- In the event that it is not reasonably possible for DAL to meet any such performance dates following acceptance of the Order, DAL shall notify the Client as soon as reasonably practicable of the same. In such circumstances, save where the delay is caused in whole or in part by a Client Default, the Client shall be entitled to cancel the Order where the Client notifies DAL of such cancellation within 2 Business Days of having been notified by DAL of the delay, but no compensation or other amount shall be payable by DAL in respect of any such cancelled orders and Client’s right to cancel the order shall be the Client’s sole remedy for such inability of DAL to meet any specified performance dates. In the event the Client does not cancel the Order, the terms of the Order shall only be varied in accordance with the new performance dates agreed.
- The Client undertakes to notify DAL as soon as reasonably practicable in the event of becoming aware of any potential conflict of interest or confidentiality concerns relating to the provision of the Services and that would be treated as such in accordance with accepted good industry practice. Should DAL be notified of such concerns (or itself having such concerns), DAL reserves the right to suspend the performance of the Order until it is able to provide the Services via such other person in relation to which such concerns do not apply and the date of the performance of the Services will be amended accordingly. In the event that the Client chooses to proceed with receiving the Services, notwithstanding such identified concerns, it shall confirm in writing that it wishes to proceed with the provision of the Services and DAL shall have no liability in this respect and the Client shall indemnify DAL against all liability that arises and which relates to the identified concerns.
- DAL reserves the right to amend the Specification if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and DAL shall notify the Client in any such
- In respect of any Order the Client seeks to withdraw, suspend or postpone, the Client shall remain liable to pay the Charges calculated in accordance with clause 10.
- DAL shall be entitled to the engage the services of such third parties (including but not limited to self-employed or freelance linguists, such parties being Sub-Processors of DAL under clause 7) as it sees fit in the fulfilment of any
- DAL warrants to the Client that the Services will be provided using reasonable care and
- The Client acknowledges the subjective nature of the Services provided by DAL (more particularly, that there may be more than one accepted interpretation or interpretation of subject matter, including Source Material) and agrees that DAL shall not be liable for any claim in accordance with clause 3.8 in the event that:
- in relation to an Order for a matter to be translated, if the Client has not requested the proofreading service from DAL; or
- the Source Material contains errors or omissions prior to its delivery to DAL; or
- in relation to Deliverables that have been reviewed by the Client, errors or omissions that have not been reported to DAL in accordance with clause 4.1.13; or
- where there is more than one reasonable interpretation of the subject matter and the interpretation provided as part of the Services constitutes a reasonably accurate interpretation of such subject matter or would be accepted as a materially accurate interpretation of the subject matter, on an objective basis; or
- in relation to an Order for a matter to be interpreted, if the subject matter is of a technical nature that was not specified in the Specification; or
- where the Client instructs DAL pursuant to Non-Standard Instructions to provide the Services using a specified language or dialect which is different to such language or dialect forming part of the subject matter of the Services; or
- if the Client is in breach of any its obligations as set in clause 4.
4. CLIENT’S OBLIGATIONS
- The Client shall:
- ensure that the terms of the Order and any information or instructions it provides that are incorporated into the Order and/or Specification are complete and accurate including, but not limited to, providing the details of the correct language and dialect (if applicable) which is required to perform the Services;
- reasonably co-operate with DAL in all matters relating to the Services;
- provide DAL, its employees, agents, consultants and subcontractors, with the correct environment and access to the Client’s premises, office accommodation and other facilities as reasonably required by DAL in order to perform the Services;
- provide DAL with such information and materials (including Source Material) as DAL may reasonably require in order for DAL to provide sufficient resources to enable it to supply the Services, and ensure that such information and materials (including Source Material) are complete and accurate in all material respects;
- ensure, prior to the delivery to DAL, that any Source Material is of a sufficient quality, sound clarity (in the case of audio material) and legibility (in the case of written material) to allow DAL to fulfil the Order without undue difficulty or excessive amounts of time being incurred;
- ensure that any Source Material is delivered to DAL on or before the time agreed in the Order;
- use its best endeavors to provide as much notice as reasonably practicable of the cancellation of any Order in accordance with the terms of the Order (notwithstanding that the Charges (or part thereof) may remain payable in accordance with clauses 10 and 11);
- in the case of face-to-face interpretation, ensure that any necessary Client personnel, or third parties, are available and attend any meetings at the time specified in the Order or as otherwise agreed between the parties and for a period sufficient to enable the Order to be completed;
- in the case of face-to-face interpretation, ensure that interpretation is only to be taken from one individual or, if more than one individual, the exact number of individuals is stated within the Specification and/or Order;
- obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;
- comply with all applicable laws, including health and safety laws and Data Protection Legislation;
- comply with any additional obligations as set out in the Specification; and
- review any Deliverables and notify DAL of any complaints within 10 Business Days of receipt of the Deliverables and, if the Order relates to an interpretation matter, note on the job sheet for the Order the grounds for the complaint. Where any complaint is found by DAL to be unreasonable or ill-founded, DAL shall be entitled to charge the Client at its standard rates for time spent investigating such complaint. Submission of a complaint shall not entitle the Client to withhold payment of any invoice(s). In the event than the Client does not report any errors in the Deliverables within 10 Business Days of receipt, the Client will be deemed to have approved the Order as being complete and accepted.
- If DAL’s performance of any of its obligations under the Order is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation including, but not limited to, those set out in clause 1 (Client Default):
- without limiting or affecting any other right or remedy available to it, DAL shall have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations in each case to the extent the Client Default prevents or delays DAL’s performance of any of its obligations;
- DAL shall be entitled to charge additional fees in respect of any breaches of clause 4.1 by the Client. Such fees will be notified to the Client as soon as reasonably practicable once determined;
- notwithstanding the provisions of clause 9, DAL shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from DAL’s failure or delay to perform any of its obligations as set out in this clause 4; and
- the Client shall reimburse DAL on written demand for any costs or losses sustained or incurred by DAL arising directly or indirectly from the Client Default.
- CHARGES AND PAYMENT
- The Charges for the Services shall be calculated on a time (and materials, if applicable) basis and, unless stated in the Order then the Charges shall be calculated in accordance with DAL’s Pricing Schedule or as otherwise as specifically agreed in writing between DAL and the
- DAL shall be entitled to charge a fee in respect of an Order that is cancelled or withdrawn in accordance with the provisions of clauses 10 and 11.
- DAL shall be entitled to charge an additional fee in respect of any Non- Standard Instructions, such fees to be notified to the Client as soon as reasonably practicable.
- DAL shall be entitled to charge the Client for any expenses reasonably incurred by the individuals whom DAL engages in connection with the Services including travelling time, travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by DAL for the performance of the Services and for the cost of any materials.
- DAL reserves the right to increase the Charges at any time with immediate effect. All Orders accepted prior to any changes to the Charges shall be charged for at the rate that was in force at the time the Order was accepted.
- DAL shall invoice the Client when confirming acceptance of the Order.
- The Client shall pay each invoice submitted by DAL:
- if the Client does not have a credit account open with DAL, immediately upon receipt; or
- where the Client has a credit account open with DAL, within 5 Business Days of the date of the invoice; and
- in each case, in full, without deduction or set-off, and in cleared funds to a bank account nominated in writing by DAL.
- Time for payment of the Charges shall be of the essence.
- All amounts payable by the Client under the Order are exclusive of amounts in respect of value added tax (VAT) which is chargeable from time to time and at the prevailing rates. Where any taxable supply for VAT purposes is made under the Order by DAL to the Client, the Client shall, on receipt of a valid VAT invoice from DAL, pay to DAL such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the
- If the Client fails to make the full payment when to DAL in accordance with this clause 5, then, without limiting DAL’s remedies under the remainder of these Conditions, the Client shall pay:
- an administration charge to DAL of £40 in recognition of the additional administration required to collect the outstanding sum due; and
- pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
- If the Client fails to make payment due to DAL, DAL shall not be required to begin work on the Order until the invoice amount (and any accrued interest and/or additional charges or late payment fees) have been paid in full. In such instances, any deadline or estimated time for delivery of any work stipulated in the original Order shall cease to apply.
- All amounts due under the Order shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
6. INTELLECTUAL PROPERTY RIGHTS
- All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Client) shall be owned by DAL [and the Client undertakes to ensure that such materials carry the following copyright notice: “Copyright logo” D A Languages Limited “year”.]
- In consideration of the payment of the Charges in accordance with clause 5 and subject to receipt in full of such Charges by DAL in accordance with the Order and these Conditions and the Client’s compliance with the remaining terms of these Conditions, DAL grants to the Client, or shall procure the direct grant to the Client of, a fully paid-up, non-transferable, worldwide, non-exclusive, royalty-free licence (or sub-licence, as the case may be) to use, copy and modify the Deliverables (excluding materials provided by the Client) for the purpose only of receiving and using the Services and the Deliverables.
- The Client shall not sub-licence, assign or otherwise transfer the rights granted to it under clause 2.
- The Client grants DAL a fully paid-up, non-exclusive, royalty-free, non- transferable licence to copy and modify any materials provided by the Client to DAL for the purpose of providing the Services to the Client.
- The Client warrants that all Intellectual Property Rights in any Source Materials provided by the Client to DAL for the purpose of providing the Services to the Client are owned by the Client (or that it has the right to grant the licence set out in clause 6.4) and the Client warrants that such Source Materials provided shall not infringe any Intellectual Property Rights of any third
- The Client shall indemnify DAL from and against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by DAL arising out of or in connection with any action, demand or claim arising from any Source Materials or other materials provided by the Client that infringe the Intellectual Property Rights of any third
7. DATA PROTECTION AND DATA PROCESSING
- The parties agree that the Client is a Controller and that DAL is a Processor for the purposes of processing Protected Data pursuant to the Order and these Conditions. The Client shall at all times comply with all Data Protection Laws in connection with the processing of Protected Data. The Client shall ensure all instructions given by it to DAL in respect of Protected Data (including the terms of the Order and these Conditions) shall at all times be in accordance with Data Protection Laws.
- DAL shall process Protected Data in compliance with the obligations placed on it under Data Protection Laws and these Conditions.
- The Client shall indemnify and keep indemnified DAL against all losses, claims, damages, liabilities, fines, sanctions, interest, penalties, costs, charges, expenses, compensation paid to Data Subjects, demands and legal and other professional costs (calculated on a full indemnity basis and in each case whether or not arising from any investigation by, or imposed by, a Data Protection Supervisory Authority) arising out of or in connection with any breach by the Client of its obligations under this clause 7.
- DAL shall only process (and shall ensure DAL’s personnel only process) the Protected Data in accordance with these Conditions, except to the extent:
- that alternative processing instructions are agreed between the parties in writing; or
- otherwise required by applicable law (and shall inform the Client of that legal requirement before processing, unless applicable law prevents it doing so on important grounds of public interest); and
- without prejudice to clause 7.1, if DAL believes that any instruction received by it from the Client is likely to infringe the Data Protection Laws it shall be entitled to cease to provide the relevant Services until the parties have agreed appropriate amended instructions which are not infringing.
- Taking into account the state of technical development and the nature of processing, DAL shall implement and maintain appropriate technical and organisational measures to protect the Protected Data against accidental, unauthorised or unlawful destruction, loss, alteration, disclosure or access.
- DAL shall:
- not permit any processing of Protected Data by any agent, subcontractor or other third party (except its or its Sub-Processors’ own employees in the course of their employment that are subject to an enforceable obligation of confidence with regards to the Protected Data) without the written authorisation of the Client;
- prior to the relevant Sub-Processor carrying out any processing activities in respect of the Protected Data, appoint each Sub-Processor under a written contract containing materially the same obligations as under this clause 7;
- remain fully liable to the Client under these Conditions for all the acts and omissions of each Sub-Processor as if they were its own; and
- ensure that all persons authorised by DAL or any Sub-Processor to process Protected Data are subject to a binding written contractual obligation to keep the Protected Data confidential.
- DAL shall (at the Client’s cost):
- assist the Client in ensuring compliance with the Client’s obligations pursuant to Articles 32 to 36 of the GDPR (and any similar obligations under applicable Data Protection Laws) taking into account the nature of the processing and the information available to DAL; and
- taking into account the nature of the processing, assist the Client (by appropriate technical and organisational measures), insofar as this is possible, for the fulfilment of the Client’s obligations to respond to requests for exercising the Data Subjects’ rights under Chapter III of the GDPR (and any similar obligations under applicable Data Protection Laws) in respect of any Protected Data.
- DAL shall (at the Client’s cost), in accordance with Data Protection Laws, make available to the Client such information that is in its possession or control as is necessary to demonstrate DAL’s compliance with the obligations placed on it under this clause 7 and to demonstrate compliance with the obligations on each party imposed by Article 28 of the GDPR (and under any equivalent Data Protection Laws equivalent to that Article 28), and allow for and contribute to audits, including inspections, by the Client (or another professional auditor mandated by the Client) for this purpose (subject to a maximum of one audit request in any 12 month period under this clause 8).
- DAL shall notify the Client without undue delay and in writing on becoming aware of any Personal Data Breach in respect of any Protected Data.
- On completion of the Services relating to the processing of Protected Data, at the Client’s cost and DAL’s option, DAL shall either return all of the Protected Data to the Client or securely dispose of the Protected Data (and thereafter use reasonable endeavours to promptly delete all existing copies of it) except to the extent that any applicable law requires DAL to store such Protected Data. This clause 7 shall survive termination or expiry of these Conditions and any Order.
8. EMPLOYEES AND NON-SOLICITATION
- If at any time during the term of the provision of the Services the subject of an Order or for 12 months after their completion, the Client employs or engages any party who is, or has been engaged as an employee, consultant or subcontractor (or similar) of DAL and with which the Client came into contact via the provision of the Services, the Client shall pay to DAL an introduction fee of £10,000 plus VAT within 30 days of such engagement commencing.
- Within 3 Business Days of any engagement under clause 8.1, the Client will inform DAL in writing of such engagement. In the event that the Client does not provide such notification to DAL within such period, the Client shall immediately pay to DAL the sum of £10,000 plus VAT.
- The parties agree that the any amounts due to DAL pursuant to this clause 8 are a reasonable expectation of the loss suffered by DAL as a result of the engagement and/or breach of its terms.
9. LIMITATION OF LIABILITY
- The extent of DAL’s liability under or in connection with an Order and/or these Conditions (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) shall be as set out in this clause 9.
- Nothing in the Order or these Conditions limits any liability of either party which cannot legally be limited, including liability for:
- death or personal injury caused by negligence; and
- fraud or fraudulent
- Subject to clause 2, DAL’s total liability to the Client shall not exceed the Charges as set out in the Order.
- Subject to clause 9.2, DAL shall not be liable for any loss that arises as a result of:
- a breach by the Client of clause 4;
- any reasonable interpretation of a matter to be translated, transcribed or interpreted as required by the Order;
- any action or inaction of a third party;
- any Source Material containing errors or omissions; or
- any delay in delivering the Services the subject of the Order that is due to the action or inaction of a third
- Subject to clause 9.2, DAL shall not be liable for indirect, consequential or special losses.
- Subject to clause 9.2, DAL shall not be liable for any of the following (whether direct or indirect):
- Loss of profits;
- Loss of sales or business;
- Loss of agreements or contracts;
- Loss of anticipated savings;
- Loss of use or corruption of software, data or information;
- Loss of or damage to goodwill; and
- Indirect, special or consequential
- In consideration of the warranty provided by DAL under clause 3.8, all warranties and conditions (including the conditions implied by sections 12–16 of the Supply of Goods and Services Act 1982), whether express or implied by statute, common law or otherwise are excluded from these Conditions to the fullest extent permitted by law.
- This clause 9 shall survive termination of these Conditions and any Order.
- The Client undertakes to take all reasonable steps and action as are necessary in order to mitigate any claims against DAL under the Order and these Conditions.
- Without affecting any other right or remedy available to it, either party may terminate the Order by giving the other party three months’ written notice (where the provision of the Services the subject of the Order is to take place more than three months from such notice) without any Charges being payable.
- The Client may terminate an Order upon less than three months’ written notice, prior to the Deliverables being delivered, save that the Client shall be liable to pay a cancellation fee, calculated in accordance with the applicable Pricing Schedule, or where not specified, such amount (i) as is proportionate to the time and expenses incurred by DAL in performing the Order prior to the cancellation or; (ii) as is equal to DAL’s minimum charge rates, plus any expenses incurred; or (iii) if the Order relates to sign language interpretation Services, such amount as is based on the rates as provided for in the National Union of British Sign Language Interpreters guidance or rules , whichever is the
- Without affecting any other right or remedy available to it, either party may terminate the Order with immediate effect by giving written notice to the other party if:
- the other party commits a material breach of any term of the Order and (if such a breach is remediable) fails to remedy that breach within 10 Business Days of that party being notified in writing to do so;
- the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
- the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business;
- the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Order has been placed in jeopardy; or
- in relation to Services which incorporate interpretation services, if a party to the interpretation is not present within 30 minutes of the time agreed in the Specification (and in relation to which, all Charges will remain due where the party not present is not the DAL representative).
- Without affecting any other right or remedy available to it, DAL may terminate the Order with immediate effect by giving written notice to the Client if:
- the Client fails to pay any amount due under the Order on the due date for payment; or
- there is a change of control of the Client or its direct or indirect holding company (as such term is defined in section 1159 of the Companies Act 2006).
- Without affecting any other right or remedy available to it, DAL may suspend the supply of Services under the Order or any other contract between the Client and DAL if the Client fails to pay any amount due under the Order on the due date for payment, the Client becomes subject to any of the events listed in clauses 3.2 to 10.3.4 (inclusive) or DAL reasonably believes that the Client is about to become subject to any of them.
11. CONSEQUENCES OF TERMINATION
- On termination of an Order:
- by DAL pursuant to clauses 10.3 or 10.4, the Charges under the Order shall be immediately due and payable by the Client;
- the Client shall immediately pay to DAL all of DAL’s outstanding unpaid invoices and Charges in accordance with clause 7 and, in respect of Services supplied but for which no invoice has been submitted, DAL shall submit an invoice, which shall be payable by the Client immediately on receipt;
- the Client shall return any Deliverables in respect of which the corresponding Charges and expenses have not been fully paid. If the Client fails to do so, then DAL may enter the Client’s premises and take possession of them. Until they have been returned, the Client shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the
- Termination or expiry of the Order shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Order which existed at or before the date of termination or
- Any provision of the Order that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Order shall remain in full force and
- For the purposes of this clause 12 the expressions ‘adequate procedures’ and ‘associated with’ shall be construed in accordance with the Bribery Act 2010 and legislation or guidance published under it.
- Each party shall comply with applicable Bribery Laws including ensuring that it has in place adequate procedures to prevent bribery and ensure that:
- all of that party’s personnel;
- all others associated with that party; and
- all of that party’s sub-contractors;
involved in performing the these Conditions so comply.
- Without limitation to clause 12.2, neither party shall make or receive any bribe (as defined in the Bribery Act 2010) or other improper payment, or allow any such to be made or received on its behalf, either in the United Kingdom or elsewhere, and shall implement and maintain adequate procedures to ensure that such bribes or payments are not made or received directly or indirectly on its behalf.
- The Client shall comply with the Modern Slavery Act 2015 and the Modern Slavery Policy.
- The Client confirms and agrees that:
- neither the Client nor any of its officers, employees, agents or subcontractors has:
- committed an offence under the Modern Slavery Act 2015 (an MSA Offence); or
- been notified that it is subject to an investigation relating to an alleged MSA Offence or prosecution under the Modern Slavery Act 2015; or
- is aware of any circumstances within its supply chain that could give rise to an investigation relating to an alleged MSA Offence or prosecution under the Modern Slavery Act 2015;
- it shall comply with the Modern Slavery Act 2015 and the Modern Slavery Policy; and
- it has implemented due diligence procedures to ensure compliance with the Modern Slavery Act 2015 and the Modern Slavery Policy in its business and supply chain, and those of its officers, employees, agents or subcontractors, which will be made available to DAL on request at any time.
- neither the Client nor any of its officers, employees, agents or subcontractors has:
- Force majeure
Neither party shall be in breach of the Order or these Conditions nor liable for delay in performing, or failure to perform, any of its obligations under the Order if such delay or failure result from events, circumstances or causes beyond its reasonable control and except that this clause 14.1 will not apply in the case of inability to pay.
14.2 Assignment and other dealings
- DAL may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the
- The Client shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Order without the prior written consent of
14.3.1 Each party undertakes that it shall not at any time during the Order, and for a period of five years after termination of the Order, disclose to any person any confidential information concerning the business, affairs, clients, clients or suppliers of the other party, except as permitted by clause 14.3.2.
14.3.2 Each party may disclose the other party’s confidential information:
188.8.131.52 to its employees, officers, representatives, sub-contractors or advisers who need to know such information for the purposes of carrying out that party’s obligations under the Order. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 14.3 and shall be responsible for any breach of this clause 14.3 by such party to which is has disclosed the confidential information of the other party; and
184.108.40.206 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority provided that, where legally permitted to do so, it provides the other party with as much advance notice as possible prior to the disclosure of the other party’s confidential information.
14.3.3 Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Order and/or its ordinary business purposes in relation to the provision of the Services.
14.4 Entire agreement
- These Conditions and any related Order constitute the entire agreement between the parties related to the subject matter of the Order and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject
- Each party acknowledges that in entering into the Order it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Conditions. The Client acknowledges that marketing and other promotional material relating to the Services are illustrative only and do not form part of the Order or these Conditions. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the
Except as set out in these Conditions, no variation of the Order or these Conditions shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
A waiver of any right or remedy under the Order or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Order, these Conditions or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Order, these Conditions or by law shall prevent or restrict the further exercise of that or any other right or remedy.
If any provision or part-provision of the Order or these Conditions is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause 14.7 shall not affect the validity and enforceability of the rest of the Order and these Conditions.
If there is a conflict between the terms contained in these Conditions and the terms of the Order, the terms of these Conditions shall prevail to the extent of the conflict.
14.9 No partnership
The parties are independent persons and are not partners, principal and agent or employer and employee and these Conditions nor any Order do not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for herein. Neither of the parties shall have, nor shall represent that they have, any authority to make any commitments on the other party’s behalf.
- Any notice given to a party under or in connection with the Order shall be in writing and shall be delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case), or sent by email to the address specified in the
- Any notice shall be deemed to have been received:
- if delivered by hand, at the time the notice is left at the proper address;
- if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting;
- if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 10.2(c), business hours means 9.00am to 5.00pm Monday to Friday on a Business Day.
- This clause 14.10 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute
14.11 Third party rights
- Unless it expressly states otherwise, the Order and these Conditions do not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Order and/or these Conditions.
- The rights of the parties to rescind or vary the Order are not subject to the consent of any other
- Governing law
The Order, these Conditions and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them or their subject matter or formation shall be governed by, and construed in accordance with the law of England and Wales.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Order and these Conditions or their subject matter or formation.