Terms and Conditions

1.1 Terms

• The Company: Refers to Localize Pros Ltd and any other brand under which it operates.
• Work: Denotes any translation, editing, or related service provided by the Company.
• Client: Any individual, organisation, or corporate entity receiving Work from the Company.

1.2 Priority of Documents

In the event of conflicting terms between the parties, the agreement's documents will take precedence in the following order:

• The signed service level agreement (if any) entered into by the parties.
• These General Terms and Conditions.

1.3 Subcontractors

• The Subcontractor: Any individual, organisation, or corporate entity engaged by the Company to assist in delivering the Work (e.g. interpreters, live captioners, voice-over artists).

2.1 Quotations and Estimates

• Verbal Quotes: Provided for guidance only and are not binding until a written confirmation is received with the text for translation or other Work.
• Written Quotations: Valid for 30 days unless stated otherwise. Translation pricing is generally based on the word count of the source text unless another method is agreed upon in writing.
• Localize Pros will consider as a Client any party placing an order, unless they clearly indicate they are acting on behalf of a third party—the details of which must be disclosed at the time of order.

2.2 Adjustments and Confirmations

• The Company reserves the right to impose additional charges if the Client advises changes to the source text after work has commenced. Any extra charges will be agreed upon with the Client prior to proceeding.
• Any commitments or assurances provided by staff are non-binding unless expressly confirmed in writing by the Company.

2.3 Security of Payment

• Should the Client's ability to pay be reasonably in doubt, the Company reserves the right to request additional security before commencing or continuing the Work.

2.4 Commencement of Contract

• The contract is deemed effective upon receipt of the Client's purchase order, quotation confirmation, or any other written authorization, and from the start of the Work.

2.5 Revisions to Quotations

• Quotations are based on the provided description of the source material, its intended use, and other instructions. Changes to these details may result in an amended quotation.

2.6 Official Documentation

• For services such as certification, notarisation, or apostilling, it is the Client's responsibility to verify with the relevant authority the required degree of officialisation.

2.7 Application Scope

• These Terms and Conditions apply to all Work delivered by the Company.

3.1 Pricing Details

• All prices are in sterling (GBP), exclusive of VAT and any other applicable taxes or duties, which will be invoiced separately. The Client remains responsible for any penalties or interest related to delayed tax payments.
• Rates are based on the current pricing provided by the company (e.g. per hour, per page or per word) unless otherwise negotiated. Additional out-of-pocket expenses may also be charged. A minimum charge per language combination may apply.
• Should the nature of the Work require more effort than originally anticipated (e.g. due to complex, unclear source texts or faulty files), the Company reserves the right to revise the agreed price.

3.2 Payment Terms

• Payment for all Work is due within 30 days of the invoice date unless alternative arrangements are agreed upon in writing. In certain cases, partial or full pre-payment may be requested.
• A service charge of 8% per annum may be applied on any outstanding balances beyond the due date.

3.3 Stage Payments

• For Work provided in multiple stages or extending over periods longer than 60 days, the Company reserves the right to invoice at the completion of each stage or on a monthly basis.

3.4 Non-Payment Consequences

• Failure to settle any invoice promptly may result in the suspension of further Work on current or future orders, without prejudice to any other rights the Company may have.

4.1 Delivery Estimates

• While the Company is known for timely delivery and endeavours to meet deadlines, any estimated completion dates are only approximations. The Company shall not be liable for delays caused by factors beyond its control (e.g. issues with the Client's or Company's systems, utility failures).

4.2 Setting Completion Dates

• Clients should specify a required completion date when commissioning the Work. However, late delivery does not entitle the Client to withhold payment for Work already completed.

4.3 Modes of Delivery

• Work is delivered electronically (e.g. via email or secure download in formats such as Word, PDF, MP3, WAV, etc.). The Company does not ship physical hard copies.
• Delivery is considered complete at the time the Work is dispatched via electronic transmission.

4.4 Client Cooperation

• The Client must facilitate delivery and accept the Work as provided. Refusal to accept delivery will be considered a default, and any further actions will follow the provisions outlined in clause 3.2.

4.5 Final Review for Official Translations

• For certified, legalised, notarised, or other official translations, the Client must carefully review the electronic version of the translation. Amendments will only be made after verification by the Company's linguistic professionals.

5.1 Cancellation by Client

• If the Client cancels commissioned Work, charges will be applied for all Work completed up to the cancellation date, including preparatory costs incurred.

5.2 Suspension or Postponement

• In cases where Work is suspended or postponed by the Client, charges will cover all costs incurred up to the suspension date, including preparatory work.
• Should the Company have reserved time for a cancelled order, it may charge up to 50% of the agreed price for the unperformed work.
• For interpreting assignments, cancellation after confirmation will result in a full assignment charge. If an interpreter is en route or has arrived, the Client will be liable for travel expenses plus the full rate. Any additional time will be billed in half-hour increments based on the agreed hourly rate.

5.3 Interpreter No-Shows

• In the event an interpreter fails to attend or notifies of their unavailability, the Client must immediately inform the Company.

6.1 Professional Execution

• Localize Pros commits to executing orders with the highest professional standards, utilising the necessary expertise to meet the Client's requirements.

6.2 Non-Disclosure

• All Client information provided in connection with the Work will be treated as confidential. The Company requires all employees and subcontractors to adhere to a strict confidentiality code. However, the Company will not be held liable for breaches of confidentiality that could not be prevented despite its efforts.

6.3 Third-Party Involvement

• The Company may subcontract parts or all of the Work. Such third parties are bound by the same confidentiality obligations. The Company shall not be held accountable for any unauthorized disclosures by these third parties if preventive measures were adequately taken.

6.4 Client Cooperation for Clarification

• The Client is expected to provide additional information or documentation when requested to aid the translation process, with any associated costs and risks borne by the Client.

7.1 Limitation of Liability

• The Company is not liable for any obligations or delays arising from factors outside its control.
• Any complaints regarding Work must be reported in writing within five days of receipt. Upon verification, the Company will rectify errors at no additional charge, but such corrections must be accepted by both parties before delaying payment.

7.2 Consequential Loss Exclusion

• The Company shall not be liable for any indirect or consequential losses, including lost profits or damage to reputation. The maximum liability in any event is limited to the invoiced value of the Work provided.

7.3 Quality and Fitness for Purpose

• No implied warranties regarding the quality or fitness for purpose of the Work exist beyond what is explicitly set out in the Contract. While the Company strives for an accurate and idiomatic translation, it does not guarantee any specific commercial or advertising results.

7.4 Acceptance of Work

• If no complaint is lodged within the stated period, the Work will be deemed accepted by the Client, and any subsequent corrections requested will not alter this acceptance.

8.1 Direct Liability

• Company is solely liable for direct losses or damages resulting from its own shortcomings. Liability for any other type of loss (e.g. indirect, consequential, or due to delays) is expressly excluded.

8.2 Liability Cap

• In any event, the Company's liability will not exceed the invoice value (exclusive of VAT) of the affected Work, and never more than GBP 50,000 per event or sequence of related events.

8.3 Client Indemnity

• The Client agrees to indemnify and hold the Company harmless against any third-party claims arising from:
• The use of the Work as supplied.
• Alleged infringement of intellectual property rights, including copyrights, patents, or related rights.

8.4 Ambiguities and Risk

• Ambiguities present in the source text will release Company from liability. Any risks associated with the translation, including potential harm, are assumed by the Client.

8.5 Data and Document Liability

• The Company is not liable for the loss or damage of documents, data, or data carriers provided by the Client or any issues arising from the use of telecommunications and data transport systems.

9.1 Client Non-Compliance

• If the Client fails to meet its obligations, is declared insolvent or bankrupt, or undergoes liquidation, the Company may dissolve or suspend the contract without compensation and demand immediate payment for any outstanding amounts.

9.2 Force Majeure

• Should circumstances beyond the Company's control (such as natural disasters, strikes, governmental actions, or technical failures) prevent performance, the Company may terminate the contract without being liable for any compensation.
• In such instances, the Client remains liable for payment for all work completed and for any additional expenses incurred.

10.1 Ownership of Copyright

• Copyright for the translation remains the property of the Company until full payment for the Work has been received.

10.2 Transfer of Rights

• Upon full payment, all intellectual property rights (including copyright) in both the original and translated texts will transfer to the Client or their designated licensor.
• However, the Company (and any subcontractors) is granted a licence to store and use the original documents solely for the duration of the contract and for fulfilling the Work.

10.3 Use of Client Logos

• Client logos may be used by the Company for marketing purposes to identify the Client as a customer.

11.1 Compliance with Data Protection Law

• Both parties shall comply with the relevant provisions of the Data Protection Act 2018 in the performance of their contractual obligations.

11.2 Processing of Data

• The Company will only process data on the explicit instructions of the Client when delivering the Work.

• The legal relationship between the Client and Company is governed by British law.
• Any disputes arising from or relating to these Terms and Conditions will be subject to the exclusive jurisdiction of the courts in Surrey, United Kingdom.