avalon
Avalon Terms and Conditions

 

Terms & Conditions

 

(1) Scope

The following general terms and conditions apply to all legal relationships between company AVALON Linguistic Ltd. of Kemp House, 160 City Road, London EC1V 2NX, United Kingdom, (hereinafter named ‘A/L’) and the Client, and supersede any other terms and conditions referred to, offered or relied on by the Client, unless A/L expressly approves the application of such terms in writing.

(2) Quotations

(2.1) Quotations and estimates issued by A/L are free of obligation.

(2.2) A/L may revoke quoted prices or terms of delivery at its discretion if it has not had the opportunity to view the entire necessary details of the proposed project, namely all texts to work on or the extent of texts to be created, prior to issuing the quotation. The Client’s oral or written acceptance of the quotation submitted by A/L or, if no quotation was submitted, written confirmation by A/L of an order placed by the Client shall constitute a contract.

(2.3) A/L may consider as a client any person or entity that has placed an order with A/L, unless said person or entity has explicitly stated that they are acting on behalf and at the expense of a third party, with whose name and address they shall provide A/L on placing the order.

(2.4) Agreements with and promises made by representatives or personnel of A/L shall not be binding unless confirmed by A/L in writing.

(2.5) A/L will normally require sufficient security of at least 50% of the calculated project cost from the Client before executing the order.

(3) Changes / Cancellation by the Client

(3.1) Any major changes made by the Client to an order after the contract has been concluded shall entitle A/L to either modify the quoted price and/or term of delivery or refuse to execute the order after all. In the latter case, the Client shall pay for the work already performed.

(3.2) Cancellation of an order by the Client shall entitle A/L to claim payment of any work already performed for that order as well as compensation for hours spent on research for the remainder of the order. A/L shall make the work performed available to the Client at the latter’s request, but shall accept no responsibility for its quality.

(3.3) If A/L has reserved time for the execution of the order, it may charge the Client 50% of the fee for the non-executed part of the work.

(4) Confidentiality

(4.1) A/L undertakes to carry out orders to the best of its ability, bringing to bear sufficient professional know-how to meet the purpose indicated by the Client.

(4.2) A/L shall keep any information provided by the Client strictly confidential and require its employees to do the same. A/L shall, however, not be liable for breaches of confidentiality by its employees if it can sufficiently demonstrate that it was unable to prevent the same.

(4.3) Unless explicitly agreed otherwise, A/L shall be entitled to hire others to assist in executing the order (in full or in part), without prejudice to A/L’s responsibility for the confidential treatment and proper execution of the same. A/L shall require any third party involved in the execution of an order to keep confidential anything they may learn in the course of their duties.

(4.4) The Client shall honour any request for information by A/L about the proposed project as far as possible, as well as requests for related documentation if such is available. Such information and documentation shall be dispatched at the Client’s expense and risk.

(5) Delivery

(5.1) Delivery dates are provisional unless an explicit written agreement or confirmation from part of A/L says otherwise. A/L shall notify the Client immediately in case it ever perceives that it will be unable to meet an agreed delivery date.

(5.2) If a fixed delivery date is specifically provided for in writing, and A/L fails to meet it for reasons other than matters beyond its control, and if the Client cannot reasonably be expected to brook any delay, the Client shall be entitled to cancel the contract. In such cases, however, A/L shall not be liable to pay any damages whatsoever.

(5.3) Delivery shall be deemed to have taken place the moment the ready project work is submitted by A/L, typically by the Internet, modem, telefax, telex, post, courier, etc.

(5.4) Data sent by electronic mail shall be deemed to have been delivered as soon as the medium has confirmed sending the message.

(5.5) The Client shall help A/L execute the order by doing whatever may reasonably be necessary or conducive to its timely execution.

(5.6) The Client shall do everything in its power to facilitate delivery of the work produced by A/L under the contract. Any refusal to accept the project work from A/L shall constitute a default on the part of the Client, and the provisions of sub-clause (6.4) below shall apply accordingly, even if no explicit request for acceptance has been made.

(6) Payment

(6.1) Prices are always fully customised and individually agreed with the Client, taking into account the specifics of the proposed project. Calculation is based on A/L’s applicable current rate per word, plus any additional fees that may apply, such as for express services and graphic files, minus any discounts and bonuses. In addition, A/L may charge the Client for any expenses incurred in the execution of the order.

(6.2) Quoted prices shall apply only to services conforming to agreed specifications.

(6.3) A/L shall be entitled to raise the agreed price if it is forced to perform more work or incur more costs than might reasonably have been foreseen on conclusion of the contract as a result of having to work with very difficult or unclear texts, for example, or files or computer programmes supplied by the Client which are faulty. This list of examples is not exhaustive.

(6.4) Payment for services supplied under the contract is due 10 days after the invoice date (or within any other term fixed by A/L in writing). Payment shall be net and in full – without any set-off or suspension – in the currency invoiced. If payment is not made by the due date, the Client shall be in default – immediately and without notice of default being required – as well as owing the statutory interest on the invoice amount from the due date until full settlement.

(6.5) The rate for extrajudicial collection costs shall be 15% on the first EUR 2,500 of the principal including statutory interest, and 10% on the exceeding balance, with a minimum of EUR 100 per event.

(7) Complaints

(7.1) If the Client has any complaints about the project work supplied by A/L, the Client shall submit these in writing as soon as possible, yet never later than 14 days after receiving the said work. Lodging a complaint shall not release the Client from its obligation to pay.

(7.2) If no complaints are made within the 14-days-term fixed in sub-clause (7.1) above, the work shall be deemed to have been fully accepted, and A/L shall only act on complaints if it sees fit to do so. A/L changing any part of its work delivered at the Client’s request, shall in no way constitute any acknowledgement on the part of A/L of probably having supplied a product of inferior quality.

(7.3) A/L will review the complaint and respond to the Client within 24 hours. In case of a valid complaint, A/L will propose a solution and shall be granted a reasonable period of time to improve or substitute the work accordingly. If A/L cannot reasonably be expected to perform the required improvements or substitution, it may grant the Client a discount instead. In any case, it will be A/L’s utmost priority to arrive at a professional and amicable solution which ensures that in mutual interest a dispute is avoided and rather the Client’s full satisfaction is achieved.

(7.4) The Client’s right to complain shall lapse if the Client has itself edited or has hired others to edit the part or parts of the work concerned in the complaint, regardless of whether it has subsequently supplied the product to a third party or not.

(8) Liability

(8.1) A/L shall exclusively be liable for damage directly and demonstrably deriving from shortcomings attributable to the same. A/L shall under no circumstance be liable for other forms of damage, such as consequential damage, loss of profits or losses due to any delays. A/L’s liability shall never exceed the invoice amount of the product in question.

(8.2) Ambiguity of a text to be worked on or incorrect, incomplete or misleading project instructions from part of the Client shall release A/L from any liability whatsoever.

(8.3) The decision whether the use of a text to be written / edited, or the translated / edited version thereof, or of any other text produced by A/L, entails any risk of injury, or losses due to injury, shall be entirely at the Client’s expense and risk.

(8.4) No liability whatsoever shall be incurred by A/L in respect of damage to or loss of documents, data or data carriers provided by the Client to facilitate the contract’s execution. Nor shall any liability be incurred by A/L in respect of costs and/or damage incurred as a result of (a) the use of information technology and telecommunications media, (b) transport or dispatch of data or data carriers, or (c) the presence of computer viruses in any files or data carriers supplied by A/L.

(8.5) The Client shall indemnify A/L against any claims by third parties deriving from use of the product, barring any liability incurred by A/L by virtue of this clause.

(9) Cancellation by AVALON Linguistic

(9.1) Any failure on the part of the Client to meet its obligations, as well as bankruptcy, a moratorium, or liquidation in respect of the Client’s company, shall entitle A/L to either cancel the contract (in part or in full) or postpone its execution without any claim to damages on the part of the Client. In such cases, A/L shall also be entitled to demand immediate payment.

(9.2) Should A/L prove unable to meet its obligations due to circumstances beyond its reasonable control, it shall be entitled to cancel the contract without being liable to pay damages. Such circumstances include, but are not limited to: fire, accidents, illness, strikes, riots, war, transport restrictions and delays, government measures, disruption of the services of Internet providers, and other instances of force majeure nature.

(9.3) If A/L is compelled by force majeure to discontinue the execution of the contract, the Client shall still pay for any work performed up until that moment, as well as any costs and expenses incurred.

(10) Copyright

(10.1) Barring explicit, written agreement to the contrary, the copyright to all texts produced by A/L through writing and translations shall rest with the same.

(10.2) The Client shall indemnify A/L against any and all claims by third parties in respect of alleged violation of property rights, patent rights, copyrights, or other intellectual property rights relating to the execution of the contract.

(11) Applicable Law

(11.1) The contract shall be deemed to have been made in the United Kingdom, and UK law shall be the proper law of contract.

(11.2) Any disputes shall be submitted to the competent court in London City where A/L has its registered office.

 

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