Terms & Conditions

These terms and conditions apply to all orders of translation, proofreading and subtitling that a client places with PONOS Translation Services.

The client agrees that it shall be bound by the terms and conditions by requesting that PONOS Translation Services starts a project.

ORDERING FROM PONOS TRANSLATION SERVICES

PONOS Translation Services is in the business of providing professional translation, proofreading and subtitling services to its clients.

When a client wishes to engage PONOS Translation Services for the provision of services, the client shall email mail@ponos.co.uk or call +447718834170, explaining clearly and specifically which professional services the client requires. In addition, the client may include the timeframe in which they would like the services to be completed.

On receipt of an email or call from the client pursuant to the clause above, PONOS Translation Services may respond by sending a quote to the client. The quote will detail the services PONOS Translation Services can provide in response to the client’s initial enquiry, provide a timeframe in which PONOS Translation Services can provide these services and the relevant fee for doing so.

If the client is satisfied that the content of the quote meets their requirements and they are happy for PONOS Translation Services to carry out the provision of services in accordance with the quote, they should respond to PONOS Translation Services by email to confirm the order. This order constitutes an offer by the client to purchase services in accordance with these conditions.

The order shall only be deemed to be accepted by PONOS Translation Services once we have issued a written acceptance of the order with the quote, at which point the contract shall come into existence. The client shall pay the fee in advance.

Any quote given by PONOS Translation Services shall not constitute an offer and is only valid for a period of twenty working days from its date of issue.

These conditions alone shall govern every contract for the provision of services to the exclusion of any other terms that the client seeks to impose or incorporate, or which are implied by trade, custom or practice.

PONOS TRANSLATION SERVICES’ OBLIGATIONS

PONOS Translation Services shall supply the services to the client in accordance with the quote in all respects.

PONOS Translation Services shall use reasonable endeavours to meet performance dates specified in the quote.

PONOS Translation Services shall have the right to make any changes to the services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the services. In addition, PONOS Translation Services shall use reasonable endeavours to notify the client in any such event.

PONOS Translation Services warrants to the client that the services will be provided using reasonable care and skill.

Any representations about the services shall have no effect unless expressly agreed in writing and signed by an authorised representative of PONOS Translation Services.

The services will be deemed to have completed upon the supply of the deliverables to the client. The client will have five working days to inspect the services and notify PONOS Translation Services of any problem, after which time the services will be deemed to have been accepted by the client.

In the event that the client is not satisfied with the deliverables and wishes to make a complaint, it must notify PONOS Translation Services of this fact in writing within five working days of receipt of the deliverables.

PONOS Translation Services shall have a reasonable time to remedy the object of the complaint raised under the clause above, without incurring any liability to the client.

The client’s sole remedy and PONOS Translation Services’ sole obligation in respect of a valid claim that the services do not meet the warranty under clause 2.4 is to re-perform the services or rectify the deliverables free of charge.

In the event that a complaint is found to be unjustified, PONOS Translation Services reserves the right to request a reimbursement of any costs incurred in investigating the complaint.

THE CLIENT’S OBLIGATIONS

The client shall ensure that the terms of the quote meet their requirements in all respects before they issue the order in accordance with clause 1.4.

The client shall co-operate with PONOS Translation Services in all matters relating to the services.

The client shall provide PONOS Translation Services with such information and materials as reasonably required in order to supply the services, whilst ensuring that such information is accurate in all material respects.

The client warrants that they own or have the right to use the copyright in any client materials they provide to PONOS Translation Services.

The client warrants that PONOS Translation Services’ use of any client materials does not infringe any third party’s Intellectual Property Rights. In addition, the client shall obtain and maintain all necessary licences, permissions and consents which may be required for the provision of the services.

If PONOS Translation Services’ performance of any of its obligations under the contract is prevented or delayed by any act or omission by the client or failure by the client to perform any relevant obligation then PONOS Translation Services shall, without limiting its other rights or remedies, have the right to suspend performance of the services until the client remedies the client default. PONOS Translation Services shall rely on the client default to relieve it from the performance of any of its obligations to the extent the client default prevents or delays PONOS Translation Services’ performance of any of its obligations.

PONOS Translation Services shall not be liable for any costs or losses sustained or incurred by the client arising directly or indirectly from PONOS Translation Services’ failure or delay to perform any of its obligations as set out in this clause.

The client shall reimburse PONOS Translation Services on written demand for any costs or losses sustained or incurred by PONOS Translation Services arising directly or indirectly from the client default.

FEE AND PAYMENT

The fee for the services shall be on a time and materials basis, which will be set out in the quote, in accordance with clause 1.3.

PONOS Translation Services retains the right to amend the fee in the event that the client requests any change to the services detailed in the quote.

PONOS Translation Services retains the right to charge overtime for any time worked on the services, as requested by the client, outside of working days. This will be detailed in the quote. Overtime rates are charged at 50% per cent of the standard fee.

PONOS Translation Services shall invoice the client in advance of the services being worked on.

The client shall pay each invoice submitted by PONOS Translation Services in advance of work commencing on the project, in full and in cleared funds to a bank account nominated in writing by PONOS Translation Services.

All amounts payable by the client under the contract are exclusive of value added tax (VAT) chargeable for the time being.

Where any taxable supply for VAT purposes is made under the contract by PONOS Translation Services to the client, the client shall pay such additional amounts in respect of VAT as chargeable on the supply of the services on receipt of a valid VAT invoice from PONOS Translation Services.

If the client fails to make any payment due to PONOS Translation Services under the contract by the due date for payment, then work shall not commence on the project.

The client shall pay all amounts due under the contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). PONOS Translation Services may at any time, without limiting its other rights or remedies, set off any amount owing to it by the client against any amount payable by PONOS Translation Services to the client.

INTELLECTUAL PROPERTY RIGHTS

The client grants to PONOS Translation Services a non-exclusive, perpetual, worldwide, royalty-free licence to copy, use, modify or adapt the client materials, with permission for PONOS Translation Services to grant sub-licences under the same, for the purpose of providing the services.

The client shall indemnify PONOS Translation Services against all liabilities, costs, expenses, damages and losses suffered or incurred by PONOS Translation Services arising out of or in connection with PONOS Translation Services’ use of the client materials in accordance with the clause above, including any claim made against PONOS Translation Services for actual or alleged infringement of a third party’s Intellectual Property Rights arising out of or in connection therewith.

PONOS Translation Services retains ownership of all Intellectual Property Rights in the deliverables and hereby grants to the client a non-exclusive, perpetual, worldwide, royalty-free licence to copy, use, modify or adapt the deliverables.

All resources, equipment, documents and other property of PONOS Translation Services are and shall remain the exclusive property of PONOS Translation Services.

LIMITATION OF LIABILITY

Nothing in the contract shall limit or exclude PONOS Translation Services’ liability for:
– death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
– fraud or fraudulent misrepresentation; or
– breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession) or any other liability which cannot be limited or excluded by applicable law.

Subject to the clause above, PONOS Translation Services shall not be liable to the client, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the contract for any: (i) loss of profits; (ii) loss of sales or business; (iii) loss of agreements or contracts; (iv) loss of anticipated savings; (v) loss of use or corruption of software, data or information; (vi) loss of or damage to goodwill; and (vii) indirect or consequential loss of whatever nature.

Subject to the two clauses above, PONOS Translation Services’ total liability to the client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the contract shall be limited to a sum equivalent to the total fee paid by the client under the contract.

The terms implied by sections 2 to 4 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the contract.

PONOS Translation Services shall not be in breach of this contract nor liable for delay in performing, or failure to perform, any of its obligations under this contract if such delay or failure results from any events, circumstances or causes beyond its reasonable control.

TERMINATION

Without limiting its other rights or remedies, either party may terminate the contract by giving the other party fourteen days written notice, provided the services have not yet commenced. Where the services have commenced, the client may terminate the contract on the basis that it pays PONOS Translation Services pro rata for the work completed towards the provision of the services to date.

Without limiting its other rights or remedies, either party may terminate the contract with immediate effect by giving written notice to the other party if:
– the other party commits a material breach of any term of the contract and (if such a breach is remediable) fails to remedy that breach within ten 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; or
– 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 contract has been placed in jeopardy.

Without limiting its other rights or remedies, PONOS Translation Services may terminate the contract with immediate effect by giving written notice to the client if the client fails to pay any amount due under the contract on the due date for payment and remains in default not less than fifteen days after being notified in writing to make such payment.

Without limiting its other rights or remedies, PONOS Translation Services may suspend provision of the services under the contract or any other contract between the client and PONOS Translation Services if the client becomes subject to any of the events listed or PONOS Translation Services reasonably believes that the client is about to become subject to any of them, or if the client fails to pay any amount due under this contract on the due date for payment.

CONSEQUENCES OF TERMINATION

On termination of the Contract for any reason:

the client shall immediately pay to PONOS Translation Services all of PONOS Translation Services’ outstanding unpaid invoices and interest and, in respect of services supplied but for which no invoice has been submitted, PONOS Translation Services shall submit an invoice, which shall be payable by the client immediately on receipt;

the client shall return all of PONOS Translation Services materials and any deliverables which have not been fully paid for. If the client fails to do so, then PONOS Translation Services 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 this contract;

the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall be unaffected, including the right to claim damages in respect of any breach of the contract which existed at or before the date of termination or expiry; and

clauses which expressly or by implication survive termination shall continue in full force and effect.

CONSUMER

Nothing in this agreement shall affect the rights of consumers purchasing services from PONOS Translation Services.

For detailed information on your rights as a consumer, please see www.adviceguide.co.uk.

ASSIGNMENT AND CONFIDENTIALITY

Assignment
– PONOS Translation Services may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under the contract and may subcontract or delegate in any manner any or all of its obligations under the contract to any third party or agent.
– The client shall not, without the prior written consent of PONOS Translation Services, assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the contract.

Confidentiality
– Each party undertakes that it shall not at any time disclose to any person any information concerning the business, affairs, or clients of the other party (Confidential Information), except as permitted by the next clause.

Each party may disclose the other party’s Confidential Information:
– to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the contract. 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; and
– as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
– Neither party shall use the other party’s Confidential Information for any purpose other than to perform its obligations under the contract.

GENERAL

The contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter, subject to the clause entitled Consumer.

Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in the contract.

No variation of the contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not: (i) waive that or any other right or remedy; or (ii) prevent or restrict the further exercise of that or any other right or remedy.

If any provision or part-provision of the contract 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 shall not affect the validity and enforceability of the rest of the contract.

No one other than a party to the contract shall have any right to enforce any of its terms.

The contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its 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 contract or its subject matter or formation.