Terms of Service


Last revised: September 4, 2019

Definitions

For the purpose of these Terms and Conditions “the Company”, “Nico”, “we”, “our” or “us” refers to Nico (iaith) cyf, company number 09022938 whose registered office is at 18 Chargot Road, Llandaf, Caerdydd CF5 1EW, trading as Nico, and “Client” or “you” represents the company, firm, body, organisation, or person contracting Nico to undertake service(s) on its behalf.

“Agreement” is defined as the agreement between the Client and the Company governed by the Terms and Conditions.

“Terms and Conditions” means these terms and conditions.

“Order” means a confirmed request by you for our Services.

“Services” means translation and interpreting services performed by us for you.

“Work materials” means any information communicated or transmitted to us by you in order to perform the Services provided herein.

“Confidential Information” means information (in any form) which is confidential either to you or to us and which either you disclose to us or we disclose to you in connection with the Services.

“Linguist” shall mean any interpreter, translator or any other skilled language professional supplied by Nico to fulfil our provision of Services.

“Location” shall mean any specific location, venue or room in which Nico has quoted to supply equipment or linguists.

“Event” shall mean any event, meeting, assignment, recording session or other occasion for which Nico has quoted to supply equipment or linguists.

“In writing” shall mean via written communication delivered by post, fax or email.

In submitting an Order, the Client enters into a binding Agreement with the Company, covered by the following Terms and Conditions:

1. APPLICATION

1.1. No terms or conditions other than those set out herein nor any variation thereof shall be binding on the Company unless otherwise specifically agreed in writing by a director of the Company. These Terms and Conditions shall be incorporated in every quotation, acceptance and contract for work by us subject to the foregoing; any terms or conditions proposed by the Client are hereby excluded.

2. INTENDED USE OF TRANSLATION SERVICES

2.1. The Client shall clearly indicate in writing the intended use of the translation.

2.2. Should a Client wish to use a translation for any other purpose than that for which it was originally supplied, the Client shall obtain confirmation in writing from the Company that the translation is suitable for the intended new purpose. The Company reserves the right to amend and adapt, at the cost of the Client, the previously supplied translation, if necessary, for its new purpose.

2.3. Where the purpose of the translation is not disclosed to the Company, the Company shall proceed with the translation as if it were for information purposes only.

3. QUOTES

3.1. Quotations are not binding on the Company and are given subject to confirmation by the Company upon receipt of the Client’s order. No Agreement shall be concluded until such confirmation is given. Written quotations remain valid for 30 days after despatch and thereafter will lapse unless otherwise stated in writing.

3.2. Quotations are given on the basis of the Client’s description of the source material, the purpose of the translation and any other instructions. Such quotations may be amended at any time if, in our opinion, the description of the source materials is materially inadequate or if any changes are made to the material by the Client while the translation work is in progress.

3.3. An estimate shall not be considered contractually binding, but given for guidance or information only

4. PAYMENT

4.1. Unless otherwise stated, prices are in sterling and are exclusive of value added tax. We shall invoice you for all appropriate taxes and expenses for which we are liable to collect. 

4.2. Payment is requested by direct bank transfer, e.g. BACS or CHAPS, unless otherwise specified in writing on the invoice. Payments can also be made by cheque. All payments shall be made without deduction or set-off of bank charges.

4.3. Where credit accounts are opened for a Client, payment must be received within 30 days of the date on which the invoice is issued unless specifically agreed in writing by a director of the Company.

4.4. Without prejudice to the Company’s other rights, we reserve the right to levy a service charge equal to 5% per month on the outstanding amount beyond the due date to cover financial and administrative costs. Should it prove necessary for us to engage the services of debt recovery agents, a surcharge equalling the fees of such agents will be applied to the outstanding amount unpaid to recover the costs.

4.5. Failure to pay any invoice in accordance with these Terms and Conditions or any others specified in writing at the time, 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.

5. DELIVERY

5.1. Any delivery date or dates agreed between the Translator and the Client shall become binding only after the Translator has seen or heard all of the Source Material to be translated and has received complete instructions in writing from the Client.

5.2. The date of delivery shall not be of the essence unless specifically agreed in writing.

5.3. Unless otherwise agreed, the Translator shall dispatch the Translation in such a way that the Client can reasonably expect to receive it not later than the normal close of business at the Client’s premises on the date of delivery

6. URGENCY

6.1. Although an urgency surcharge may be levied on urgent translations, because such urgency by the Client may preclude the necessary time to check and edit the translation, the Company will not accept any liability for any work submitted on an urgent basis.

7. CANCELLATION AND SUSPENSION

7.1. If the Client for any reason cancels, suspends or postpones work which has been commissioned, charges will be payable for all the completed work up to the date of cancellation, suspension or postponement and for all other costs and expenses which may accrue as a result of such cancellation.

7.2. The terms and conditions for cancelling interpretation services are listed in section 16.1.

8. LIABILITY

8.1. To the maximum extent permitted by law, the Company shall have no liability to the Client for any: (i) loss of profit; (ii) loss of business; (iii) loss of revenue; or (iv) indirect or consequential loss; arising under or in connection with the Agreement, the Services or any Order.

8.2. Subject to clause 8.1 and to the maximum extent permitted by law, the Company’s aggregate liability in contract, tort (including negligence) or otherwise, however arising, under or in connection with this Agreement shall not exceed the price paid by the Client to the Company for the Services in the 12 months immediately prior to the liability arising.

8.3. The Company shall incur no liability to the Client for innocent or negligent misrepresentation by virtue of any statement made by or on behalf of us prior to the Agreement, whether orally or in writing, and you shall not be entitled to rescind the Agreement on the grounds of any such misrepresentation.

8.4. In the event of the Client using work carried out for a purpose other than for which it was supplied, the Client shall not be entitled to any compensation by the Company.

8.5. The Client acknowledges that any materials submitted by and to you over the Internet cannot be guaranteed to be free from the risk of interception, even if transmitted in encrypted form, and that we have no liability for the loss, corruption or interception of any materials.

For Translation work:

(i) Whilst the Company shall endeavour to produce an accurate and idiomatic translation of the original text, the Client accepts that a translation may read differently from good original writing and accordingly the Company shall not be liable for an alleged lack of advertising or sales impact.

(ii) The Company shall not be liable for errors in conversion from one system of measurement to another, for transliteration of names and other proper nouns from one script to another or for translation of abbreviations, neither shall we be liable for errors resulting from illegibility of any material supplied by you or for any consequent loss or damage thereupon.

9. ILLEGAL MATTERS

9.1. The Client warrants that the required translation does not infringe any copyright or other proprietary right nor does it contain anything of an obscene, blasphemous or libellous nature and shall indemnify the Company in respect of all actions, claims, proceedings, costs and damages incurred or awarded and paid in respect of, or arising out of, any breach of such warranty or out of any claim by a third party based on any facts which, if substantiated, would constitute a breach of such warranty.

10. REPRESENTATION

10.1. No oral representation of statement shall be binding upon the Company, whether as a warranty or otherwise, nor shall anything be implied from any such representation or statement.

11. COPYRIGHT

11.1. The Copyright of the translation is the property of the Company and will be passed on to the Client only after full payment has been received for the translation. The Client hereby agrees to grant us (and our sub-contractors) a licence to store and use the work materials for the purposes of service provision.

12. CONFIDENTIALITY

12.1. Both parties agree not to use nor disclose to third persons any of the other party’s Confidential Information subject to clause 12.2, and in order for us to provide the Services.

12.2. Either party may disclose Confidential Information of the other:

(i) When required to do so by law or any regulatory authority, provided that party required to disclose the Confidential Information, where practicable and legitimate to do so:

(a) Promptly notifies the owner of any such requirement; and

(b) Co-operates with the owner regarding the manner, scope or timing of such disclosure or any action the owner may take to challenge the validity of such requirement.

(ii) 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 each 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.

13. DATA PROTECTION

13.1. Each party shall ensure that in the performance of its obligations under these Terms and Conditions and any Agreement, it will at all times comply with the relevant provisions of the Data Protection Act 2018.

13.2. The Company acknowledges that if we are required to process any data in the course of providing services governed by this Agreement we shall do so only on your instructions and subject to your compliance with applicable data protection legislation.

14. GOVERNING LAW

14.1. The above Terms and Conditions shall be governed by and construed in all respects in accordance with Welsh and English law and the parties hereby submit to the exclusive jurisdiction of the courts of Wales and England.

14.2. These Terms and Conditions are subject to change without prior written notice.

INTERPRETATION

 

15. QUOTATION

15.1. A quotation issued by Nico does not guarantee that Nico will have equipment or linguists available on the dates specified unless or until an order has been confirmed by the Client in writing and accepted by Nico. The quoted price shall be binding for a period of 30 calendar days. However additional services, e.g. set-up arrangements which require Nico’s personnel to work between 20.00 and 08.00 hours, changes or additions to the system being hired by the Client, changes to the Location or addition of a new Location and any other services not specified in the quotation may be subject to price increases.

16. CANCELLATION CHARGES

16.1. Interpretation and equipment hire. In the event that the Client wishes to cancel or postpone an Order for interpretation, including any equipment hire, the following charges shall apply:- More than 1 week but less than 3 weeks before the date of the Event, 50% of the quoted fee. Less than 1 week before the date of the Event, 100% of the quoted fee.

16.2. Any decision to waive all or part of the above cancellation fees shall be at the sole discretion of Nico.

17. LIABILITY

17.1. At all Events including those where a Nico technician is present, the Client shall be responsible for the loss or damage to any equipment supplied. The value of each headphone is £120 +VAT and this will be the amount invoiced for each headphone damaged or lost should the equipment not be returned in full working order within 10 days of the end of the Event.

17.2. Notwithstanding anything to the contrary in these Terms and Conditions or any Order, and to the maximum extent permitted by law, Nico shall have no liability to the Client for any: (i) loss of profit; (ii) loss of business; (iii) loss of revenue; or (iv) indirect or consequential loss; arising under or in connection with these Terms and Conditions, the Services and all Orders.

17.3. Subject to clause 17.2 and to the maximum extent permitted by law, Nico’s total aggregate liability in contract, tort (including negligence) or otherwise, however arising, under or in connection with these Terms and Conditions, the Services and all Orders, shall not exceed the price paid by the Client to the Company for the Services in the 12 months immediately prior to the liability arising.

17.4. Where Nico is responsible for facilitating the transportation of our equipment to and from the site of an Event, we shall be responsible for any losses or damages to the equipment occurring during transit.

18. LINGUISTS

18.1. We require a full brief from you prior to an Event which should include a complete set of documents (programme, agenda, script, minutes of previous meetings, reports, abstracts, speeches, etc) where available in each of the working languages as far in advance of the Event as possible, and in any case not later than 7 days before the date of the Event. It is your responsibility to produce this documentation and if it is not produced in good time, we and/or our linguists can accept no responsibility for the quality of the Services supplied. No complaints about the quality of interpreting or voicing will be acknowledged if these materials are not made available in advance of the assignment. You warrant that all documentation and information supplied by you to us will not cause Nico to breach the laws of any country.

18.2. In the event of sickness or injury or absence of a Linguist prior to or during an assignment, we will use our best endeavours to supply a replacement, but no liability is accepted by us for failing to do so.

18.3. Unless otherwise specified in our quotation, interpreters’ fees cover work between 09.00 and 17.00 with short breaks in the morning and afternoon, and a break of at least one hour for lunch.

18.4. Work done at any other times or under any other conditions may be subject to extra fees, and must be agreed with us either in advance or at the time of the Event or with our personnel on site.

19. ASSIGNMENT LOCATION

19.1. Unless otherwise agreed in writing, it is your responsibility to ensure that:

(i) Access to the Location is made available to Nico in sufficient time to enable installation and testing of the equipment to take place.

(ii) The Location is properly set out for the installation of our equipment, with any platforms or tables in position.

(iii) All equipment, once installed, may remain in place and that, for the period of hire, the Location will not be required for purposes (e.g. dinners, dances, receptions, etc) which would entail the equipment being dismantled and reinstalled.

(iv) Precautions will be taken by the Client to ensure the security of the Location and of Nico’s equipment whilst there.

(v) Adequate time is made available at the conclusion of the proceedings for dismantling and removal of the equipment.

20. FORCE MAJEURE

20.1. Nico shall not be held liable to the Client if fulfilment of its obligations under the contract is prevented or hindered by force majeure. For the purposes of this condition, force majeure shall mean any circumstance beyond the control of Nico.

21. DEFAULT OR BREACH

21.1. Without prejudice to Nico’s rights (including without limitation, its right to arrears of charges due under this contract or for other sums due or for damages for breach of this contract), Nico may cancel the Order and cease to provide any Services immediately without any liability to the Client on the occurrence of any of the following circumstances:

(i) If the Client shall be in breach of any of the Terms and Conditions herein.

(ii) If the Client shall do or cause to be done anything which may prejudice or endanger our property rights in hired equipment.

(iii) If the Client shall have a bankruptcy order made against them.

(iv) If the Client shall be liquidated or have a petition for winding up presented against them or pass a resolution for voluntary winding up.

(v) If the Client shall have a receiver or administrative receiver appointed.

(vi) If the Client shall convene a meeting of creditors or make a deed of assignment or otherwise compound with its creditors.

(vii) If any steps be taken to levy a distress or execution or if a distress or execution shall be threatened to be levied against any of the chattels of or in possession of the Client.

(viii) If the Client shall abandon the equipment; whereupon our consent to the Client’s possession of the equipment shall be determined immediately and we may take possession of the equipment wherever it may be and for this purpose we are licensed to enter into and upon any premises occupied by or under the control of the Client, any receiver or administrative receiver appointed in connection with the Client’s affairs or any creditor of the Client. The consequences of any such default or breach shall be that the Client shall be liable for any costs and expenses incurred by Nico in locating, repossessing, recovering or restoring the equipment or any other payments due under these Terms and Conditions.

22. RECORDING

22.1. Please advise us beforehand should you require a recording which includes interpretation as this may be subject to a normal copyright waiver fee and would need to be agreed in advance.

23. CONDITIONS

23.1. These Terms and Conditions shall be deemed to be incorporated into all contracts made by Nico and all applicable work undertaken by Nico shall be deemed to be carried out pursuant to a contract incorporating these Terms and Conditions. Each provision of these Terms and Conditions is to be construed as a separate provision applying and taking precedence even if for any reason one or another of the said provisions is held inapplicable or unreasonable in any circumstances.

24. JURISDICTION

24.1. The contract shall be governed and construed in accordance with Welsh and English law and shall be subject to the exclusive jurisdiction of the courts of Wales and England.

These Terms and Conditions are subject to change without prior written notice.