Please read these terms and conditions carefully before ordering any services from Blonde Translations Limited.

Application of these Terms and Conditions

1. These terms and conditions shall apply to all Work which Blonde Translations carries out for the Customer and they shall be incorporated into all Contracts.

2. The terms and conditions prevail over any inconsistent terms or conditions contained, or referred to, in the Customer's purchase order, confirmation of an order, agreement or Contract, acceptance of a quotation or specification, or implied by law, trade custom, practice or course of dealing.

Relevant Definitions

Blonde Translations	means Blonde Translations Limited, company number 5334945 registered in England and Wales
Customer	means the company, firm, business, individual or person to whom Blonde Translations supplies translating services and carries out Work
Contract	means an agreement between Blonde Translations and the Customer to carry out Work and to provide a Translation
Material	means the documents, files and/or materials which the Customer wishes to be translated
Intellectual Property Rights	means any rights in or to any patent, copyright, database right, registered design, design right, utility model, trade mark, brand name, service mark, trade name, business name, know how or confidential information and any other rights in respect of any other industrial or intellectual property, whether capable of being registered or not and including all rights to apply for any such rights
Work	means the translation services carried out by Blonde Translations for the Customer
We, us, our	means Blonde Translations
You, your	means the Customer
Translation	means the documents, files, materials and works translated and produced from the Material in accordance with the Contract

Translation Contracts

3. A Contract will come into being between Blonde Translations and the Customer when (a) Blonde Translations has set out to the Customer what Work is to be carried out, the estimated time it will take to carry out the Work and the charging structure for the Work and (b) the Customer has accepted and/or agreed each of these.

Blonde Translation’s Obligations

4. Blonde Translations will use reasonable endeavours to carry out its Work for the Customer in accordance with estimates provided.

5. However:

a. the time estimate shall be no more than an estimate and time shall not be of the essence; and

b. the estimated charge will be varied by Blonde Translations if it transpires that the Customer’s description of the Material is inadequate or inaccurate, the final word count is different from any estimate provided and/or the Customer does not comply with its obligations.

The Customer’s Obligations

6. The Customer shall co-operate with Blonde Translations in all matters relating to the Contract and the Work.

7. The Customer shall provide Blonde Translations with a legible copy of the Material and all information it reasonably requires to facilitate the Work including (but not limited to) an accurate description of the Material and the intended use and/or purpose of the Translation.

8. The Customer agrees that the Material shall not contain anything of an obscene, blasphemous or libellous nature and shall not (directly or indirectly) infringe the Intellectual Property Rights of any third parties.

9. The Customer agrees, upon demand, to indemnify Blonde Translations (which for the purposes of this clause includes its employees, agents and sub-contractors), and keep it indemnified, from all losses, damages, injury, costs and expenses of whatever nature suffered by it to the extent that the same are caused by or related to:

a. The use or possession by Blonde Translations of any Material and/or other information and documentation (in both paper and electronic format) submitted to it by the Customer, including the breach of any Intellectual Property Rights of any third party in or to any such materials.

b. The processing by Blonde Translations of any data (where 'processing' and 'data' have the meaning given in section 1(1) of the Data Protection Act 1998) in the carrying out of the Work.

10. To the extent that Blonde Translations performance of the Contract is delayed, impaired or prevented by the Customer failing to meet these obligations, Blonde Translations shall have no liability whatsoever to the Customer. However, this clause shall not in any way prejudice clauses 23-26.

Charges and Payment

11. Unless otherwise stated, prices are in sterling and are exclusive of value added tax and any other tax or duty.

12. Blonde Translation shall invoice the Customer for all appropriate taxes and expenses which it is responsible for collecting.

13. Quotations are only given in pounds sterling and payment of all and any charges shall be made by the Customer in pounds sterling.

14. Payment for the Work and the Translation shall be made within 14 days from the date of invoice.

15. All payments shall be made without any deduction or set-off.

16. Failure to pay any invoice in accordance with the foregoing terms, or other terms specified in the Contract, shall entitle Blonde Translations to suspend the provision of service (including the carrying out of the Work) both under the Contract, and under any other Contract with the Customer, without prejudice to any other right it may have.

17. Blonde Translations reserves the right to charge interest on overdue accounts, such interest to be calculated daily on the amount outstanding at the rate of 10 per cent per annum (calculated daily).

Intellectual Property

18. All Intellectual Property Rights (including, but not limited to copyright) in the Material and the Translation shall vest in the Customer (or your licensors) but, for the avoidance of doubt, the Customer hereby grants to Blonde Translations (and its sub-contractors) an irrevocable licence to store and use the Material and the Translation.

Confidentiality

19. Blonde Translations will treat all Material, information and other documentation (whether paper or electronic) supplied by the Customer in strict confidence. The Customer agrees, however, that Blonde Translations may:

a. Disclose the Material, information and documentation supplied when required to do so by law or any regulatory authority.

b. Disclose the Material, information and documentation supplied to its personnel, sub-contractors (and their personnel) and/or any person whose duties reasonably require such disclosure. In these circumstances, Blonde Translations will ensure that each such person is informed of the obligations of confidentiality under these terms and conditions.

20. The obligation of confidentiality contained within this clause shall survive termination of any Contract.

Data Protection

21. The Customer acknowledges and agrees that details of the Customer's name, address and payment record may be submitted to a credit reference agency, and personal data will be processed by and on behalf of Blonde Translations in connection with the Work.

Termination

If the Customer cancels, materially alters the scope of or frustrates the Contract, the full price for the Contract shall remain payable unless otherwise agreed by Blonde Translations in advance.

Any Material provided to us and any Translations will be made available to you on termination of the Contract provided payment of all charges has been made in full.

Blonde Translations shall be entitled to terminate a Contract immediately by written notice to the Customer if:

a. You commit a material breach of the Contract and, in the case of such a breach which is capable of remedy, you fail to remedy the same within 7 days of receipt of a written notice specifying the breach and requiring it to be remedied.

b. You make any voluntary arrangement with your creditors or (being an individual or firm) become bankrupt or (being a company) become subject to an administration order or go into liquidation, or an encumbrancer takes possession or a receiver is appointed over any of your property or assets, or you cease or threaten to cease business, or an equivalent or analogous event occurs in any other jurisdiction.

22. Any termination of the Contract shall not prejudice any rights or remedies which may have accrued to either party.

Limitation of Liability

THE CUSTOMER'S ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF THIS CONDITION

23. This condition sets out the entire financial liability of Blonde Translations (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer in respect of:

a. any breach of a Contract and/or any obligations owed by Blonde Translations to the Customer;

b. any use made by the Customer of the Translation or any part of it; and

c. any representation, statement or tortious act or omission (including negligence) arising under or in connection with a Contract and/or Blonde Translations’ obligations.

24. All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from all Contracts and Blonde Translations’ obligations.

25. Nothing in these Conditions limits or excludes the liability of Blonde Translations:

a. for death or personal injury resulting from negligence; or

b. for any damage or liability incurred by the Customer as a result of fraud or fraudulent misrepresentation by Blonde Translations.

26. Subject to conditions 23-25:

a. Blonde Translations shall not be liable for:

i. loss of profits; or

ii. loss of business; or

iii. depletion of goodwill and/or similar losses; or

iv. loss of anticipated savings; or

v. loss of goods; or

vi. loss of contract; or

vii. loss of use; or

viii. loss of corruption of data or information; or

ix. any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.

b. Blonde Translations’ total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performance of any Contract and/or its obligations shall be limited to the price paid for the Work and/or the Translation.

Force Majeure

27. Blonde Translations shall have no liability to the Customer if it is prevented from or delayed in performing its obligations (under a Contract or otherwise) or from carrying on its business by acts, events, omissions or accidents beyond its reasonable control, including strikes, lock-outs or other industrial disputes (whether involving the workforce of Blonde Translations or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors.

Dispute Resolution

28. Save in circumstances of non-payment of Blonde Translations’ charges by the Customer, if a dispute arises between Blonde Translations and the Customer which is not capable of resolution through discussion and negotiation, then such dispute shall, at the request of either party, be referred to mediation.

29. Blonde Translations and the Customer agree to cooperate in the appointment of a mediator, who shall be appointed as expeditiously as possible. Each party shall bear its own costs of any mediation.

30. In the event that the dispute is not capable of resolution by mediation, then the parties shall be at liberty, after allowing a cooling off period of 21 days, to pursue the dispute in the courts of England and Wales only. See conditions 34-35 below.

Variations

31. The Customer may not vary the terms of the Contract without the agreement of Blonde Translations in writing.

Notices

32. Any notice or communication to be given under these conditions must be in writing and may be delivered or sent by pre-paid first class post, fax or email.

Rights of Third Parties

33. Contracts are made for the benefit of the parties to them only and are not intended to benefit, or be enforceable by, anyone else.

Governing Law and Jurisdiction

34. All Contracts and any dispute or claim arising out of or in connection with them or their subject matter, shall be governed by, and construed in accordance with, the law of England and Wales.

35. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with a Contract or its subject matter.