AKROSS LTD is a company registered in England and Wales under number 9969693 whose registered office is at 20-22 Wenlock Road, London, N1 7GU (“Agency”).
(1) The Client wishes to purchase and the Agency wishes to provide a range of services and deliverables as more particularly described in one or more Scopes of Work.
(2) The parties agree that such services and deliverables shall be supplied in accordance with the terms of this Agreement.
IT IS AGREED AS FOLLOWS:
- ‘Client’ means the person, firm, organisation, statutory or corporate body, together with any subsidiary or associated undertaking, for whom the Agency has agreed to provide the Services pursuant to these terms and conditions of business.
- ‘Services’ means content localization, production, translation, transcreation, transcription or subtitling and consultancy and/or other associated services required by the Client and specified on the Cost estimate supplied by the Agency and approved by the Client.
- ‘Source Material’ means any documents, materials, text, images, graphics, photographs, designs, data, or other information provided by the Client to the Agency relating to the Services.
- ‘Deliverable’ means the final document(s) and/or asset(s) provided by the Agency to the Client pursuant to and resultant from the Services.
- ‘Cost estimate’ means the sheet in which details of the required service and its estimated costs are specified.
- The headings contained in these Terms are for convenience only and do not affect their interpretation.
- SUPPLY OF SERVICES
- If the Services are booked via telephone or email, the Client shall in writing to the Agency acknowledge the Client’s acceptance of the Services and charges outlined in the Cost estimate before the Agency undertakes any work on their behalf and, where appropriate, a PO for the total amount outlined in the Cost estimate should be issued by the Client to the Agency before work commences. Any changes or additions to the Services or these terms and conditions must be agreed in writing by the Agency.
- The Client at its own expense shall supply the Agency with all necessary Source Material within sufficient time to enable the Agency to provide the Services. The Client shall be responsible for and therefore ensure the accuracy of all Source Material.
- The Agency reserves the right and therefore shall be entitled to sub-contract or otherwise outsource all or any part of the Services to any third party it selects and shall be under no obligation to notify the Client of either the selection of such third party or any subsequent change to the identity of the selected third party.
- INTENDED USAGE
- The Client shall clearly indicate the intended use of the Deliverable or other consequence of the Services. The Agency will endeavour to ensure the Deliverable or other consequence of the Services shall be of sufficient standard for such use by the Client.
- CHARGES AND PAYMENT TERMS
- The Agency reserves the right to adjust pricing.
- All accounts are net of VAT and due as specified in the Cost estimate. All accounts are due upon delivery of the Deliverable. The Client shall pay such charges via bank transfer with any charges for such assumed by the Client within 30 days of the date of invoice issued for the Services.
- If the Cost estimate totals more than 1,000GBP, the Agency may request up-front payment of a 50% portion of the Cost estimate before work is commenced.
- If the provision of the Services is estimated by the Agency to take longer than 1 month to complete, the Agency shall be entitled to invoice the Client at monthly intervals for the pro-rata’d part of the total charge payable for the completed Service.
- Reasonable additional charges shall be levied by the Agency for the performance of changes or other amendments required by the Client after the completion of the Services.
- Payment of invoices outside these terms will be subject to the remedies contained within the provision of the Late Payment of Commercial Debts (Interest) Act 1998 (as amended and supplemented by the Late Payment of Commercial Debts Regulations 2002), which includes interest and compensation.
- Any date intimated by the Agency for delivery of the Deliverable is given as an estimate only. The Agency will make reasonable endeavours to meet such an estimated date but shall not be liable for any damage or loss whether arising directly or indirectly out of its failure to meet such a date.
- In the event of Force Majeure (Strike, Lockout, Industrial Dispute, Civil Commotion, Natural Disaster, Acts of War and any other situation which can be shown to have materially affected the Agency’s ability without fault to meet the terms of a contract with the Client as agreed), the Agency shall notify the Client without delay, indicating the circumstances. Force Majeure shall entitle both the Agency and the Client to terminate the Services, but in such event, the Client shall pay the Agency for any and all work already completed. The Agency will in such an occasion use reasonable endeavours to assist the Client to place its commission elsewhere.
- Delivery of the Deliverable to the Client is deemed to have taken place upon posting or delivery to a carrier, or transmission by fax, email, or Internet and the risk shall pass to the Client. However, the Agency will retain a copy of the Deliverable and upon request by the Client will forward further copies free of charge.
- Following delivery of the Deliverable, the Agency will commit to make reasonable amendments to the Deliverable based on precise and consolidated feedback submitted in writing by the Client to the Agency within 10 working days of delivery of the Deliverable to the Client.
- The Agency will only accept responsibility for any errors or omissions if a full report stating each and every one of the errors or omissions alleged is submitted in writing. As a result of any error or omission in work undertaken by the Agency, the Agency will, as its option, either re-produce the work or compensate the Client up to the amount of the fee charged to the Client in respect of the Services, provided that such fee has been paid to the Agency and provided the work has been used by the Client for the purpose indicated to the Agency by the Client. If the Client has not given written notice to the Agency that the Deliverable is not satisfactory within 10 working days of its delivery to the Client, the Client shall be deemed to have accepted and approved the Services and the Deliverable and the Agency shall have no liability for any defect in the quality of the Deliverable or their failure to correspond with the Cost estimate, and the Client shall be bound to pay the Agency as if the Deliverable had been satisfactorily supplied.
- Although an urgency surcharge may be levied for urgent Services requested by the Client, because such urgency may preclude the necessary time to check and edit the Deliverable, which may result in some inconsistencies and inaccuracies, the Agency shall not be liable for any direct or indirect loss flowing from the accuracy and/or consistency of the Deliverable or other such consequential urgency issues.
- Upon the Client booking the Services in accordance with clause 2.1 herein, the Client shall not under any circumstance other than as set out in these terms and conditions be entitled to cancel the Services.
- The Agency shall be relieved of all liability for obligations incurred to the Client whenever and to the extent of which the fulfilment of such obligation is prevented by any cause beyond its control.
- The Agency 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 the Agency against all claims and demands upon the Agency for any such consequential loss or damage.
- The nature of the work performed and any information transmitted to the Agency by the Client shall be confidential. The Agency shall not without the prior consent of the Client divulge or otherwise disclose such information to any person other than authorised employees or authorised subcontractors of the Agency whose job performance requires such disclosure. The provisions of this paragraph shall not apply to the extent that the Agency is required by law to divulge such information or to the extent that such information is or becomes a matter of public knowledge other than by disclosure by the Agency.
- Without prior written agreement to the contrary, copyright in the Deliverable shall vest in the Agency and the Client, upon payment of all outstanding charges to the Agency for the Services, is granted a licence to exploit the Deliverable for its agreed purpose.
- The Agency shall maintain professional indemnity insurance policies to the value sufficient to meet its liabilities under this Agreement. Upon the Client’s reasonable request the Agency will provide the Client with evidence that such insurance is in place.
- ENTIRE AGREEMENT
- These terms and conditions represent the entire understanding and constitute the entire agreement between the Agency and the Client and supersede any previous agreement between the Agency and the Client as to the same subject matter. Without prejudice to the generality of clause 2.1 herein, these terms and conditions may only be varied in writing, executed by duly authorised officers of the Agency and the Client.
- Each of the Agency and the Client acknowledges and agrees that in entering into these terms and conditions it has not relied on any representation or warranty or undertaking other than those expressly set out herein and, except in relation to any liability for fraudulent misrepresentation, neither party shall be under any liability or shall have any remedy (including the avoidance of these terms and conditions) to the other in respect of any representation or statement which is not expressly prescribed by these terms and conditions.
- GOVERNING LAW & JURISDICTION
- These terms and conditions are governed by and shall be construed in accordance with the law of England and Wales and are subject to the exclusive jurisdiction of the Courts of England and Wales.