The following Terms & Conditions of Service (hereinafter Terms) constitute a legally binding agreement between you (whether an individual, corporation or other entity) (hereinafter Client) and Minerva Professional Language Services Limited (hereinafter Minerva). These Terms shall apply to all Services provided and Orders fulfilled by Minerva for the benefit of Client and shall supersede any terms and conditions previously issued. Minerva reserves the right to make changes to these Terms at any time and without prior notice.

 

Services shall be taken to mean any professional services including, without limitation, translation, localisation, copy-editing, proofreading, copywriting, ghostwriting, desktop publishing, project management or any other professional services that Client commissions Minerva to perform.

 

Order shall be taken to mean: (i) Client’s signature or other indication to Minerva (including by e-mail) of the acceptance of a quotation issued by Minerva for the provision of Services; or (ii) any instruction given by Client which can reasonably be understood by the Parties to authorise the inception of Services, but excluding any terms and conditions proposed by Client and not expressly accepted by Minerva.

 

By issuing an Order Client agrees to be bound by these Terms.

 

Performance of Services

Subject to these Terms, Minerva shall provide to Client and Client agrees to pay for the Services. The nature and scope of an Order, the deadline for completion, the fee to be paid and the payment terms will be agreed in writing. Where a fixed fee cannot be specified in advance, including for but not limited to work of an open-ended nature, Minerva shall give an indicative rate in the form of an hourly rate or word rate. The agreed fee shall subsequently be recorded in a Purchase Order issued by Minerva to Client. Where Client has specific wishes or requirements, including but not limited to variety of language, spelling and/or grammar, and style, these should be specified in advance. Any amendments to an Order, including but not limited to cancellation in whole or in part or alternative drafts of texts being sent subsequent to acceptance of an Order and/or any wishes or requirements not specified at the time of placing the Order but subsequently added may entail further work and/or result in Minerva having performed work which is consequently rendered redundant. In such cases, Client agrees that Minerva will be entitled to apply further charges

and/or pro rata charges as appropriate and amend the Purchase Order accordingly. In cases where additional work is required, Minerva will endeavour to accommodate such additional work but will not be obliged to accept it if this is not reasonably possible.

 

Proprietary Rights

Minerva shall assign to Client all proprietary rights in the deliverables and related materials (including any translation memory) created by it pursuant to these Terms subject to Minerva being paid in full for the Services.

 

Client Obligations

Client accepts that it is responsible for verifying that the Services are suitable for its needs. Client shall supply all components, information and materials reasonably necessary to enable Minerva to provide the Services. Client confirms that it owns or is legally entitled to possess and use such components, information and materials and hereby grants to Minerva a licence to use the same for the purposes of providing the Services. Client’s failure to supply the foregoing when reasonably required by Minerva shall relieve Minerva of any obligation to perform Services to a previously agreed schedule. Client shall indemnify and keep indemnified Minerva from and against any liability, losses, damages, costs and expenses arising from Minerva’s use or possession of any components or other materials supplied by Client to Minerva. Client shall, within ten (10) business days of receipt of any finished deliverable of the Services, notify Minerva in writing of any suspected defects or errors. In the absence of such notification Client shall be deemed to have accepted the deliverable of the Services. Client shall not withhold acceptance because of any discrepancy which does not significantly compromise the accuracy of any deliverable.

 

Payment

Client agrees to pay to Minerva for the Services the fees and expenses set forth on the applicable Purchase Order in the currency specified therein and in line with the conditions stipulated therein, including but not limited to conditions pertaining to payment instalments for larger projects. Where Client is acting on behalf of a third party, Client shall pay on time irrespective of the payment policies of the end client or third party. Where Client has secured funding from a third party, Client shall bear responsibility for ensuring any invoices are settled in accordance with the payment terms agreed. All amounts due to Minerva hereunder are net of any and all taxes (including withholding taxes), assessments, charges and levies of any governmental authority, all of which shall be the sole obligation of Client, except for taxes payable on the income of Minerva. All payments due to Minerva hereunder are due within thirty (30) days of the date of the applicable invoice. In the event of Client not settling an invoice within the applicable payment term, Supplier will be entitled to charge statutory interest from the due date, this being equal to the Bank of England base rate plus 8%, and a compensatory fee pursuant to the provisions of the Late Payment of Commercial Debts (Interest) Act 1998.

 

Services Warranty

Minerva represents and warrants to Client that: (i) it has the right to perform the Services in accordance with these Terms; and (ii) it will perform the Services in accordance with customary industry standards although, such Services being the product of human endeavour, Minerva does not represent that they shall be error-free. Minerva hereby disclaims all other representations and warranties, whether express or implied, including, without limitation, implied warranties of merchantability and/or fitness for use and/or a particular purpose.

 

Term and Termination

These Terms shall expire when the all the obligations of the parties under all Orders are complete, and may be terminated by either party: (i) with immediate effect if the other party fails to perform any of its material obligations under these Terms and such failure continues for 14 days after written notice; or (ii) upon 30 days’ written notice. Upon such expiration or termination all fees including fees for work in progress shall fall due and each party shall deliver to the other any property belonging to that other party. Termination shall not affect any accrued rights and liabilities of either party.

 

Limitations on Liability

In no event shall either party be liable under these Terms under any circumstances for consequential or indirect damages of any nature whatsoever including, without limitation, any lost revenues or profits. Nor shall Minerva be liable for any claim that any deliverable of the Services infringes the intellectual property rights of a third party where the infringement arises from materials supplied by Client to Minerva. Client agrees that Minerva’s aggregate liability under these Terms shall not exceed, under any circumstances, the amount of fees paid to Minerva pursuant to these Terms for the provision of the Order concerned.

 

Confidentiality

Each party shall: (i) maintain in confidence all information disclosed by the other relating to the disclosing party’s business (hereinafter Confidential Information); and (ii) use such information only in connection with these Terms. This provision shall not apply to information which: (i) becomes generally available to the public through no fault of the receiving party; (ii) was independently developed by the receiving party without access to the disclosing party’s Confidential Information; (iii) becomes available to the receiving party on a non-confidential basis from a source other than the disclosing party, provided that such source is not prohibited from transferring the information to the receiving party by any contractual, legal or fiduciary obligation; or (iv) is disclosed by Minerva to its subcontractors for use only in connection with these Terms and under a duty of confidentiality no less onerous than that of the Parties hereunder. The Parties agree that all confidentiality obligations shall survive for a period of one (1) year from the date of disclosure and that each Party shall, upon request, return or delete all documents and electronic media containing the other Party’s Confidential Information, including all copies thereof.

 

Entire Agreement and Severability

These Terms, together with the relevant Order, contain the entire agreement and understanding between the Parties relating to the subject matter hereof, and supersede all other prior agreements and understandings, both written and oral, between the Parties with respect to such subject matter. In the event of any conflict between an Order and these Terms, then these Terms shall prevail. No variation of the provisions of these Terms will be valid unless confirmed in writing by the authorised signatories of both Parties. If any provision of these Terms is declared invalid, illegal, void or unenforceable for any reason, then the remaining provisions of these Terms shall remain in full force and effect in the same manner as if the invalid or illegal provision had not been contained herein. No failure on the part of either Party to exercise, and no delay in exercising, any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy hereunder preclude any future exercise thereof or the exercise of any other right or remedy.

 

Force Majeure

Neither Party hereto shall be liable for any breach of its obligations hereunder resulting from force majeure which, for the purposes of these Terms, means any cause beyond the reasonable control of the Party in question. The foregoing shall not apply in respect of any obligation of Client to make payment hereunder. Each Party shall give notice to the other upon becoming aware of an event of force majeure, such notice to contain details of the circumstances giving rise to such event. If a default due to an event of force majeure shall continue for more than six weeks then the party not in default shall be entitled to terminate the Order affected by such event.

 

Governing Law and Jurisdiction

These Terms shall be governed by and interpreted in accordance with the laws of England & Wales and the Parties submit to the exclusive jurisdiction of the English Courts. The parties agree that they will attempt to settle any dispute arising out of these Terms by negotiation between the Parties.

 

Language

If these Terms are translated into a language other than English, the English-language version shall control. Should Client have any questions concerning these Terms, these may be addressed to the Managing Director using the contact form on Minerva’s website or by post to 3 Solent Court, Clarence Parade, Southsea, Hampshire, PO5 2EY, United Kingdom.