TERMS & CONDITIONS


1. GENERAL

1.1 Application of These Rules

These Terms and Conditions are deemed to apply in all contractual relationships and agreements made between JIGGSLAW Translation, General Partnership (“JIGGSLAW”) and its Clients, and constitutes the whole agreement between the parties, unless stated otherwise in the Confirmation sent by JIGGSAW to the Client. All other terms and conditions, express or implied by statute or otherwise, are excluded to the fullest extent permitted by law. All of the provisions of these Terms and Conditions are severable, therefore, if any provision is held to be invalid or unenforceable in whole or in part, the validity of the other provisions of these Terms and Conditions shall remain valid and binding.

All other terms and conditions appearing or referred to in any correspondence, or otherwise stipulated by the Client, shall have no effect. Any variation of this Contract must be confirmed in writing by one of JIGGSLAW’s Partners.

No waiver by JIGGSLAW of any breach of these Terms and Conditions by the Client shall be considered as a waiver of any subsequent breach of the same or any other provision.

1.2 Conflicts

In the event of any conflict between any part of any agreement or contract between JIGGSLAW and the Client, the documents constituting the agreement between the parties shall have priority in the following order. If any provision is altered by the parties during negotiations, in whole or in part, the validity of the other provisions of these Terms and Conditions shall remain valid and binding.

  1. The terms of the JIGGSLAW email/hard copy Confirmation, which was last in time
  2. The terms of the "Agreement as to Terms" email, which was last in time
  3. Any other terms agreed to between the parties in writing
  4. These Terms and Conditions

1.3 Intended Usage

A Client shall clearly indicate the intended use of the translation and/or edit before the translation and/or edit work has begun. Unless otherwise agreed, it is understood that the translation and/or edit is for the exclusive use of the Client in the ordinary course of its business and will not be published, or otherwise distributed for profit without obtaining prior agreement from JIGGSLAW.

Furthermore, it is understood that the translation and/or edit provided will not form the substance of any legal agreement and should not be relied on as legal advice. THE PARTNERS, EMPLOYEES AND RELATED PROFESSIONALS OF JIGGSLAW ARE NOT LEGAL REPRESENTATIVES AND SHOULD NOT BE RELIED UPON IN A LEGAL CAPACITY AT ANY TIME.

Should a Client wish to use a translation and/or edit for any other purpose than that for which it was originally intended, the Client shall first obtain confirmation in writing from JIGGSLAW that the translation or edit is suitable for the intended new purpose. In such a situation, JIGGSLAW reserves the right to amend and adapt the previously supplied translation or edit, if necessary, for the new intended purpose and charge a fee accordingly.

1.4 Formation of Contract

Any quotes submitted by JIGGSLAW should NOT be construed as an offer and any terms included in a quote will NOT be binding on JIGGSLAW until a Confirmation is sent by JIGGSLAW in writing to the Client. A contract or binding agreement will only come into being when JIGGSLAW issues an email/hard copy Confirmation to the Client or, if confirmation is not received by the Client, when JIGGSLAW starts work on the translation and/or edit for the Client.

Any information provided in JIGGSLAW’s brochures, catalogues, flyers, website or other published material is a general description of services only and does not form part of a contract or binging agreement.

1.5 Right of Refusal

JIGGSLAW reserves the right to refuse any document to be translated and/or edited without explanation.

2. QUOTES

2.1 ANY QUOTES SUBMITTED BY JIGGSLAW SHOULD NOT BE CONSTRUED AS AN OFFER AND ANY TERMS INCLUDED IN A QUOTE WILL NOT BE BINDING ON JIGGSLAW UNTIL A CONFIRMATION  OF THE AGREEMENT S TO TERMS IS SENT BY JIGGSLAW TO THE CLIENT.

2.2 JIGGSLAW’s quotes are given on the basis that the terms quoted will remain open for 5 business days from the date of the quote.

2.3 Quotes are given on the basis of the Client’s description of the source material, the purpose of the translation/edit/language/culture training and any other instructions. JIGGSLAW reserves the right to amend any quotes may be amended at any time if JIGGSLAW thinks the description of the source materials is materially inadequate or inaccurate.

2.4 Verbal quotes are given for guidance only. They are not binding on JIGGSLAW and are subject to written Confirmation upon receipt of the text to be translated. The cost of the service to be provided is determined either on the basis of standard prices negotiated with the Client or on the basis of quotes prepared by JIGGSLAW.

3. PRICE AND PAYMENT

3.1 Payment shall be made within 28 days from the date of invoice. All payments shall be made without deduction or set-off of bank charges. All payments must be in currency previously agreed upon in writing and specified in the Confirmation sent to the Client by JIGGSLAW. Prices DO NOT include transmission to the address specified in JIGGSLAW’s Confirmation to the Client. Please refer to section 4.5 for further details.

3.2 Unless otherwise stated, prices are in sterling and are exclusive of value added tax and any other tax or duty. JIGGSLAW shall invoice the Client for all appropriate taxes and expenses for which JIGGSLAW is liable to collect. The Client shall be liable to pay any penalties or interest on such taxes which are payable by JIGGSLAW as a result of  a delay in paying such taxes caused by the Client.

3.3 Translation or editing services which last over 21 days will be invoiced 50% on Confirmation and 50% on Delivery. Services running under 21 days will be sent an Invoice in full within 48 hours of completion and delivery. At the discretion of JIGGSLAW, payment may be agreed to be in installments if offered prior to the commencement of the work.

3.4 Quotes given in a currency other than sterling are based on the rate of exchange at the time of the quote and, unless otherwise stated, the price may be subject to revision up or down if a different rate of exchange is ruling at the date of Invoice.

3.5 Any discounts, promotions and/or special offers included on quoted prices are only applicable if invoices are paid within 28 days of receipt.

3.6 Failure to pay an invoice by the agreed deadline, will result in a £25 administration charge and daily interest at 8% from the due date. Failure to pay any invoice in accordance with the foregoing terms, or other terms specified in the Contract, shall entitle JIGGSLAW to suspend further work on that order, and on any other order from the Client, without prejudice to any other right we may have.

3.7 Credit accounts may be opened for regular Clients on request, which can be paid either monthly or quarterly, as the Client prefers. Monthly payments must be received by the 20th day of the month following the month in which the Invoice is raised. Quarterly payments must be received by the 20th day of the third month in the quarter.

4. DELIVERY

4.1 The date of delivery of the translation and/or edit (“Delivery”), or the dates for carrying out translation and/or editing services, are approximate only. Time is not “of the essence” for Delivery unless expressly agreed in writing by JIGGSLAW, and no delay shall entitle the Client to reject any delivery or performance or to repudiate a contract.

4.2 JIGGSLAW is not liable in any circumstances for the consequences of any delay in Delivery if the duration of the delay is not substantial or if the delay or failure is due to late delivery or performance or non-delivery or non-performance by suppliers or subcontractors, shortage of labour, an act of God, fire, inclement or exceptional weather conditions, industrial action, hostilities, governmental order or intervention (whether or not having the force of law) or any other cause whatever beyond our control or of an unexpected or exceptional nature.

4.3 Risk passes to the Client upon Delivery. Delivery is deemed to have taken place on posting, facsimile or delivery to a carrier, modem or internet, as the case may be. JIGGSLAW will retain a copy of the translation  and/or edit and, in the event of there being any loss or damage, will forward a copy to the Client free of charge.

4.4 JIGGSLAW may deliver by installments in such quantities as we may reasonably decide. Such installments shall be separate obligations and no breach in respect of one or more of them shall entitle the Client to cancel any subsequent installments or repudiate any contract or agreement as a whole.

4.5 All costs associated with delivery (i.e. postage, courier costs) will be borne by the Client in full. JIGGSLAW will provide a breakdown of such costs as part of the Quote and, once agreed with the Client, JIGGSLAW will provide the details of such costs in the Confirmation to the Client.

5. TERMINATION, REPUDIATION OR CANCELLATION

5.1 If the Client subsequently cancels, repudiates, terminates, reduces in scope or frustrates (by an act or omission on the Client’s part, or any third party relied upon by the Client) the Contract after Confirmation is sent to the Client, the Client shall pay JIGGSLAW a proportionate amount of the total amount due based on the amount of words translated/pages edited to date or the amount of hours spent on language/culture training to date, plus expenses. The translation or editing work completed to the date of cancellation shall be available to the Client.

5.2 JIGGSLAW shall be entitled to terminate the Contract immediately by written notice to the Client, if the Client:

a.   commits a material breach of the Contract and, in the case of such a breach which is capable of remedy, the Client fails to remedy the same within 7 days of receipt of a written notice specifying the breach and requiring it to be remedied; OR

b.   makes any voluntary arrangement with the Client's creditors or (being an individual or firm) become bankrupt or (being a company) becomes subject to an administrative order or go into liquidation, or an encumbrance takes possession or a receiver is appointed over any of the Client’s property or assets, or ceases or threatens to cease business, or an equivalent or analogous event occurs in any other jurisdiction.

5.3 Any termination of the Contract shall not prejudice any rights or remedies which JIGGSLAW may have accrued to date.

6. RESPONSIBILITY AND LIABILITY OF JIGGSLAW

6.1 All services shall be carried out by JIGGSLAW using reasonable skill and care in accordance with the standards of the industry. JIGGSLAW shall use all reasonable skill and care in selecting translators, editors and other personnel used to perform services. We shall incur no liability to you for innocent or negligent misrepresentation by virtue of any statement made by or on behalf of us prior to the Contract, whether orally or in writing, and you shall not be entitled to rescind the Contract on the grounds of any such misrepresentation.

6.2 JIGGSLAW shall be relieved of all liability for obligations incurred by the Client whenever and to the extent of which the fulfillment of such obligation is prevented by any cause beyond its control.

6.3 JIGGSLAW will not be held liable for any loss resulting from a translation or edit that has not been proofread by the Client, nor any translation or edit submitted orally, over the telephone or by fax.

6.4 We may engage any person, firm or company as our sub-contractor to perform any or all of our obligations, and we may assign any or all of our rights and obligations under the Contract.

6.5 JIGGSLAW shall not be held liable to the Client if the Client fails to notify JIGGSLAW of any claim arising out of the services provided, together with full details of such claim, within 28 days after Delivery of the translation or edit.

6.6 JIGGSLAW shall not be held liable to the Client if the Client fails to notify JIGGSLAW of any alleged inaccuracies in the translation or edit within 7 days of delivery, at which point JIGGSAW will bear no liability save than to rectify any such alleged inaccuracies, which are reasonably justified, to JIGGSLAW’s satisfaction. At no time will such allegations delay payment.

6.7 Translations and/or edits submitted by JIGGSLAW to the Client over the Internet cannot be guaranteed to be free from the risk of interception, even if transmitted in encrypted form, therefore, JIGGSLAW has no liability for the loss, corruption or interception of any translations or edits while they are being delivered.

6.8 JIGGSLAW shall not be liable to the Client or any third party in any circumstances whatsoever for any consequential loss or damage of any kind (including loss of profit) and the Client shall indemnify JIGGSLAW against all claims and demands upon JIGGSLAW for any such consequential loss or damage. The maximum claim that a Client may seek against JIGGSLAW is limited to the value of the project in question.

6.9 As a result of any error or omission in translation or edit undertaken, JIGGSLAW will, as its option, either re-type the work or compensate the Client for the cost of any additional typing or printing up to the amount of JIGGSLAW’s fee, in respect of that work, provided that such fee has been paid in accordance with these terms and conditions and provided the work has been used by the Client for the purpose indicated on the Confirmation. For publication, JIGGSLAW will only accept responsibility for any errors or omissions if the document is submitted to JIGGSLAW for a final check prior to going to print.

6.10 Urgency may preclude the necessary time to check, edit or proofread the translation, therefore, JIGGSLAW will not accept any liability for any work submitted on an expedited basis.

6.11 In the event of the use of the translation or edit  by the Client for a purpose other than that for which it was intended, the Client shall not be entitled to any compensation by JIGGSLAW, and the Client shall indemnify JIGGSLAW against any loss arising as a result.

7.  RESPONSIBILITY AND LIABILITY OF THE CLIENT

7.1 The Client warrants, represents and undertakes that all materials submitted by the Client 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.

7.2 Unless otherwise agreed, the Client (which for the purposes of this clause includes any of your associated companies) shall not, for a period of one year after termination of the Contract, either directly or indirectly, on your own account or for any other person, firm or company, solicit, employ, endeavour to entice away from us or use the services of a translator or interpreter who has provided translation services to you on our behalf under the Contract. In the event of your breach under this clause, you agree to pay us an amount equal to the aggregate remuneration paid by us to the translator for the year immediately prior to the date on which you employed or used the services of the translator.

7.3 The Client undertakes to pay all costs associated with JIGGSLAW services, including but not limited to travel, accomodation, meals, postage, couriers and any other reasonable expenses and costs. Travel and accomodation costs shall be paid prior to commencement of services, unless otherwise agreed.

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

  1. The use or possession by JIGGSLAW of any original works or materials provided by the Client in relation to the provision of translation services, including the breach of any Intellectual Property Rights of any third party in or to any such original works or materials;
  2. The processing by JIGGSLAW of any data (where 'processing' and 'data' have the meaning given in section 1(1) of the Data Protection Act 1998); OR
  3. Any other breach by you of these Terms and Conditions.

7.5 In the event the Client requires a representative of JIGGSLAW to provide translation services on the Client’s premises, or any other premises designated by the Client, the Client shall:

  1. Assign members of staff with suitable skill and experience to be responsible for all JIGGSLAW activities;
  2. Provide such access to premises, interpretation systems and other facilities which may be reasonably required by JIGGSLAW;
  3. Provide such information as may be required by JIGGSAW to carry out the translation services and ensure all such information is correct and accurate;
  4. Ensure that all necessary safety and security precautions are in place at the Client’s designated premise; AND
  5. Pay for any additional costs and expenses which JIGGSLAW may incur as a result of any hazardous conditions or material encountered at the Client’s premises.

8. INTELLECTUAL PROPERTY

All Intellectual Property Rights (including, but not limited to copyright) in the original document or translated document shall vest in the Client (or the Client’s licensors). The Client hereby grants to JIGGSLAW (and JIGGSLAW’s sub-contractors) a license to store and use the original document and translated/edited document for the duration of the Contract and for the purposes of providing translation and/or editing services to the Client.

All materials created or delivered in preparation and for the purpose of language and/or cultural training is the sole intellectual property of JIGGSLAW and the Client is prohibited to use such materials, unless specifically authorised by JIGGSLAW in writing.

8.1 Data Protection

Both JIGGSLAW and the Client shall ensure that, in the performance of their obligations as outlined in these Terms and Conditions, they will at all times comply with relevant provisions of the Data Protection Act 1998. If JIGGSLAW is required to process any data in the course of providing translation services, JIGGSLAW shall do so only according to the Client’s instructions.

JIGGSLAW will process any information the Client provides in accordance with the EU Data Protection Directive 95/46/EC and any relevant provisions of the Data Protection Act 1998. JIGGSLAW will process this data for the purpose its services and any personal details provided to JIGGSLAW will not be disclosed to third parties without the Client's consent. JIGGSLAW ensure at all times a data protection level equal to the one in the European Economic Area.

In accordance with the EU Data Protection Directive 95/46/EC and relevant national legislation, JIGGSLAW have a legal obligation to ensure that your information is kept accurate and up to date.The Client shall assist us to comply with this obligation by ensuring that he inform us of any changes to his information.

The Client has the right to request details of the information we hold about him and to delete or rectify any inaccurate information about you by sending a written request to our correspondence address.

8.2 Copyright

For texts, which are published and sold in the open market, in the absence of a specific written agreement to the contrary, copyright in the translation remains the property of JIGGSLAW. Where the translation is known by JIGGSLAW to be intended for publication, it is agreed that JIGGSLAW grants to the Client a licence to publish the translation on a single occasion, in consideration of the agreed fee and when this has been paid. Where copyright is assigned, this is likewise effective only on payment of the agreed fee in full. Where work on a translation is started but the translation is not completed, copyright in the incomplete translation remains the property of JIGGSLAW, and the conditions applicable to assignment of copyright and those applicable to the grant of a licence to publish shall be as specified above in relation to a completed translation.

Where documents, advertising and promotional material are to be used for normal business purposes, it is accepted as standard business practice that payment of the fee to JIGGSLAW automatically transfers to the Client in perpetuity all rights in the text, including copyright and the right to amend, and JIGGSLAW shall have no further claim on the Client in respect of that translation unless otherwise agreed in writing.

Where JIGGSLAW retains the copyright, unless otherwise agreed in writing, any published text of the translation shall carry the following statement (language) text, (translator's name), 20, as appropriate to the particular case.

The Client warrants that the required translation does not infringe any copyright or other proprietary right and shall indemnify JIGGSLAW 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 sustained, would constitute a breach of such warranty.

9. CONFIDENTIALITY

9.1 Neither JIGGSLAW or the Client may use or disclose any of the other party's Confidential Information, unless:

a. It is necessary in order for JIGGSLAW to provide the translation and/or editing services to the Client;

b. To JIGGSLAW (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:     

    1. Is informed of the obligations of confidentiality under these Terms and Conditions; and

    2. Complies with those obligations as if they were bound by them

c. Required to do so by law or any regulatory authority AND if the party required to disclose promptly notifies the owner of any such requirement AND 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 requiremen.

9.2 These confidentiality commitments do not apply to:

  • Information available to the public at the time of disclosure by a Party when a Party communicates or becomes aware of it;
  • any Information which, after its communication by the Parties, becomes publicly known  in any way except through wrongful disclosure;
  • any Information that the Parties can establish as having been in their possession at the time when a Party discloses it to the other, and is not obtained from that Party directly or indirectly under a confidentiality obligation;
  • any Information communicated lawfully to the Parties by third parties, not bound by confidentiality obligations, and without restriction and without breach of this Agreement.

9.3 JIGGSLAW shall at no time disclose to any Third Party not directly involved in the translation and/or edit any information contained in the Client's original documents or translations/edits thereof, without the express authorisation of the Client. JIGGSLAW is responsible for the safekeeping of the Client's documents or translations/edits thereof, including copies, while the Client is an ongoing Client of JIGGSLAW. If requested to do so, JIGGSLAW will insure documents in transit from JIGGSLAW, at the Client's expense.

9.4 The obligation of confidentiality contained within this clause 9 shall survive termination of the Contract howsoever caused.

10. NON-SOLICITATION

10.1 Unless otherwise agreed by JIGGSLAW, the Client (including any of the Client’s subsidiaries or affiliated offices) shall not, for a period of one year after termination of the Contract, either directly or indirectly, on its account or for any other person, firm or company solicit, employ, endeavour to entice away or use the services of  any JIGGSLAW employees or associated freelance linguists.

10.2 In the event of any breach under this clause, the Client shall pay to JIGGSLAW:

  1. Where the relevant person becomes an employee or associate of such Client,  a sum equal to 20% of the gross annual remuneration of such relevant person or a sum of £3,000, whichever is greater; OR
  2. In any other case, the sum of £4,000 for each year such employee or associate is so used.

10.3 This clause shall not apply where the Client has an existing relationship with the employee or freelance linguist before the date of Confirmation of the Contract.

11. DISPUTE RESOLUTION

11.1 Any dispute arising between the parties in relation to any JIGGSLAW services provided, which cannot be resolved amongst the parties, shall be referred to the Arbitration Board of the Institute of Translating and Interpreting (ITI) or the Association of Translation Companies (ATC) in the first instance. Such referral must be made within three months of the date on which the original complaint was made. By the application and acceptance of these Terms and Conditions, it is implicitly agreed, that the decision of the arbitrator or expert appointed shall be final and binding on all parties involved.

11.2 All contractual relationships between the Client and JIGGSLAW shall be governed by the Laws of England and Wales and any disputes shall be conducted in English and carried out in London, UK.

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