Terms & Conditions of Service

THE LANGUAGE EDITOR LIMITED

TERMS AND CONDITIONS FOR THE PROVISION OF SERVICES

 

1.              Definitions

1.1           When the following words with capital letters are used in these Terms, this is what they will mean:

(a)        Event Outside Our Control: is defined in clause 9.2;

(b)        Order: your order for the Services;

(c)         Product: the product We create for you as a result of the Services, as set out in the Order;

(d)        Services: the services that We are providing to you as set out in the Order;

(e)        Terms: the terms and conditions set out in this document;

(f)          We/Our/Us: The Language Editor Limited, a limited company whose registration number is 08742974 and whose registered office is situated at Belmont House, Shrewsbury Business Park, Shrewsbury, Shropshire, SY2 6LG; and

(g)        Website: any of our websites [www.thelanguageeditor.com , www.thelanguageeditor.co.uk and www.languageeditor.co.uk]

1.2           When We use the words "writing" or "written" in these Terms, this will include e-mail unless We say otherwise.

2.              Our contract with you

2.1           These are the terms and conditions on which We supply Services to you.

2.2           Please ensure that you read these Terms carefully, and check that the details on the Order and in these Terms are complete and accurate, before you submit the Order. If you think that there is a mistake or require any changes, please contact Us to discuss.

2.3           When you submit the Order to Us, this does not mean We have accepted your order for Services. Our acceptance of the Order will take place as described in clause 2.4. If We are unable to supply you with the Services, We will inform you of this and We will not process the Order.

2.4           These Terms will become binding on you and Us when We issue you with a written acceptance of an Order or We contact you that We are able to provide you with the Services, which We will also confirm in writing to you, at which point a contract will come into existence between you and Us.

2.5           If any of these Terms conflict with any term of the Order, the Order will take priority.

2.6           We shall assign an order number to the Order and inform you of it when We confirm the Order. Please quote the order number in all subsequent correspondence with Us relating to the Order.

3.              Changes to order or terms

3.1           We may revise these Terms from time to time in the following circumstances:

(a)        changes in how We accept payment from you; and

(b)        changes in relevant laws and regulatory requirements.

3.2           If We have to revise these Terms under clause 3.1, We will give you at least one month's written notice of any changes to these Terms before they take effect. You can choose to cancel the contract in accordance with clause 10.

3.3           You may make a change to the Order for Services by contacting Us. Where this means a change in the total price of the Services, We will notify you of the amended price in writing. You can choose to cancel the Order in accordance with clause 10.1 in these circumstances.

3.4           If you wish to cancel an Order before it has been fulfilled, please see your right to do so in clause 10.

4.              Providing services

4.1           We will supply the Services to you from the date set out in the Order or the date agreed between Us in writing (if different) until the date set out in the Order or the date agreed between Us in writing (if different).

4.2           We will make every effort to complete the Services on time. However, there may be delays due to an Event Outside Our Control. See clause 8 for Our responsibilities when an Event Outside Our Control happens.

4.3           We will need certain information and documentation from you that is necessary for Us to provide the Services. We will contact you about this. If you do not, after being asked by Us, provide Us with this information and documentation, or you provide Us with incomplete or incorrect information and documentation, We may make an additional charge of a reasonable sum to cover any extra work that is required, or We may suspend the Services by giving you written notice. We will not be liable for any delay or non-performance where you have not provided this information and documentation to Us after We have asked. If we suspend the Services under this clause 4.3, you do not have to pay for the Services while they are suspended, but this does not affect your obligation to pay for any invoices We have already sent you.

4.4           We may have to suspend the Services if We have to deal with technical problems, or to make improvements agreed between you and Us in writing to the Services. We will contact you to let you know in advance where this occurs, unless the problem is urgent or an emergency. You do not have to pay for the Services while they are suspended under this clause 4.4 but this does not affect your obligation to pay for any invoices We have already sent you.

4.5           If you do not pay Us for the Services when you are supposed to as set out in clause 6.3, We may suspend the Services with immediate effect until you have paid Us the outstanding amounts. We will contact you to tell you this. This does not affect Our right to charge you interest under clause 6.4.

4.6           If We design the Product for you, We will own the copyright, design right and all other intellectual property rights in the Product and any drafts, drawings or illustrations We make in connection with the Product for you.

4.7           You warrant that in relation to any data, information, documentation or correspondence provided by you to Us:

(a)        you have the unfettered legal ability to provide the same;

(b)        by virtue of providing the same, no breach of any obligation (whether contractual or otherwise) has occurred and no right of any third party has been infringed.

5.              If there is a problem with the services

5.1           In the unlikely event that there is any defect with the Services or Product:

(a)        please contact Us and tell Us as soon as reasonably possible;

(b)        please give Us a reasonable opportunity to repair or fix any defect; and

(c)         We will use every effort to repair or fix the defect as soon as reasonably practicable.

You will not have to pay for Us to repair or fix a defect with the Services or Product under this clause 5.1.

5.2           If you are a consumer, you have legal rights in relation to Services not carried out with reasonable skill and care. Advice about your legal rights is available from your local Citizens' Advice Bureau or Trading Standards office. Nothing in these Terms will affect these legal rights.

6.              Price and payment

6.1           Unless otherwise specified to you in writing or set out in the Order, the price of the Services will be set out in Our price list in force at the time We confirm your Order. Our prices may change at any time, but price changes will not affect Orders that We have confirmed with you.  Unless expressly confirmed in writing or otherwise specified in the Order that the relevant price is not an estimate, all prices given are estimates only and the final price charged may differ to the estimate given.

6.2           These prices include VAT. If the rate of VAT changes between the date of the Order and the date of delivery or performance, We will adjust the rate of VAT that you pay, unless you have already paid for the Services in full before the change in the rate of VAT takes effect.

6.3           Our pricing structure, payment terms and the methods by which you can make payment are set out on our Website. Unless otherwise agreed by Us in writing, or specified on Our Website, you must pay each invoice in cleared monies within seven calendar days of the date of invoice by one of the payment methods specified in the Order, on our Website, or as otherwise agreed with you in writing.  We reserve the right to withhold delivery of any Product until we have received cleared payment in full in respect of all invoices that we have issued to you.

6.4           If you do not make any payment due to Us by the due date for payment, We may charge interest to you on the overdue amount at the rate of 3% a year above the base lending rate of Barclays Bank Plc from time to time. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You must pay Us interest together with any overdue amount.

6.5           Any Services provided on a no fee or a 'free trial' basis will be covered by these Terms.  Services shall not be deemed to be provided on a no fee or 'free trial' basis unless expressly agreed with you in writing.

6.6           Any discounts to prices relating to the provision of Services must be expressly agreed in writing by Us in advance prior to the commencement of the Services, otherwise the discount will be deemed not to apply. 

7.              Our liability to you if you are a consumer

This clause 7 only applies if you are a consumer.

7.1           We have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.

7.2           We do not exclude or limit in any way Our liability for:

(a)        death or personal injury caused by Our negligence or the negligence of Our employees, agents or subcontractors;

(b)        fraud or fraudulent misrepresentation;

(c)         breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession);

(d)        breach of the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 (description, satisfactory quality, fitness for purpose and samples); and

(e)        defective products under the Consumer Protection Act 1987.

7.3           Subject to the preceding provisions of this clause 7, Our total liability to you in respect of all losses arising under or in connection with the provision of the Services, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the greater of £50,000 or 200% of the price of the Services.

7.4           Subject to the preceding provisions of this clause 7, Our total liability to you in respect of all losses arising under or in connection with the provision of the Services, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the amount We are able to recover from time to time under a policy of insurance that We have in place.

7.5           Subject to the preceding provisions of this clause 7, we accept no liability in respect of losses arising under or in connection with the provision of the Services, whether in contract, tort (including negligence), breach of statutory duty, or otherwise in respect of the following:

(a)        any delay in performing or failure to perform the Services;

(b)        any loss, corruption or destruction of data, information, documentation or correspondence provided by you to Us or any other service provider recommended by Us;

(c)         the breach of confidentiality or security in relation to any data, information, documentation or correspondence provided by you to Us or any other service provider recommended by Us;

(d)        the breach of any intellectual property rights or other rights of third parties in relation to any data, information, documentation or correspondence provided by you to Us or any other service provider recommended by Us;

(e)        the provision of any advice not expressly agreed to be provided in the Order;

(f)          the failure by you to meet any deadlines in relation to the Product or Services or documentation incorporating or derived therefrom;

(g)        the breach of the rules or regulations of any club, committee, organisation, university, school, exam board or similar organisation or body in connection with the provision of the Services; and/or

(h)        the work undertaken by any third party service providers whom we engage in relation to the provision of the Services.

7.6           All data, information, documentation or correspondence provided by you to Us is provided at your own risk.

8.              Our liability if you are a business

This clause 8 only applies if you are a business customer.

8.1           We only supply the Services for internal use by your business, and you agree not to use the Services for any re-sale purposes.

8.2           Nothing in these Terms limit or exclude our liability for:

(a)        death or personal injury caused by our negligence;

(b)        fraud or fraudulent misrepresentation;

(c)         breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or

(d)        defective products under the Consumer Protection Act 1987.

8.3           Subject to the preceding provisions of this clause 8, we will under no circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the provision of the Services for:

(a)        any loss of profits, sales, business, or revenue;

(b)        loss or corruption of data, information or software;

(c)         loss of business opportunity;

(d)        loss of anticipated savings;

(e)        loss of goodwill; or

(f)          any indirect or consequential loss.

8.4           Subject to the preceding provisions of this clause 8, Our total liability to you in respect of all losses arising under or in connection with the provision of the Services, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the greater of £50,000 or 200% of the price of the Services.

8.5           Subject to the preceding provisions of this clause 8, Our total liability to you in respect of all losses arising under or in connection with the provision of the Services, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the amount We are able to recover from time to time under a policy of insurance that We have in place.

8.6           Except as expressly stated in these Terms, we do not give any representation, warranties or undertakings in relation to the Services or the Product. Any representation, condition or warranty which might be implied or incorporated into these Terms by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, we will not be responsible for ensuring that the Product or Services are suitable for your purposes.

8.7           Subject to the preceding provisions of this clause 8, we accept no liability in respect of losses arising under or in connection with the provision of the Services, whether in contract, tort (including negligence), breach of statutory duty, or otherwise in respect of the following:

(a)        any delay in performing or failure to perform the Services;

(b)        any loss, corruption or destruction of data, information, documentation or correspondence provided by you to Us or any other service provider recommended by Us;

(c)         the breach of confidentiality or security in relation to any data, information, documentation or correspondence provided by you to Us or any other service provider recommended by Us;

(d)        the breach of any intellectual property rights or other rights of third parties in relation to any data, information, documentation or correspondence provided by you to Us or any other service provider recommended by Us;

(e)        the provision of any advice not expressly agreed to be provided in the Order;

(f)          the failure by you to meet any deadlines in relation to the Product or Services or documentation incorporating or derived therefrom;

(g)        the breach of the rules or regulations of any club, committee, organisation, university, school, exam board or similar organisation or body in connection with the provision of the Services; and/or

(h)        the work undertaken by any third party service providers whom we engage in relation to the provision of the Services.

8.8           All data, information, documentation or correspondence provided by you to Us is provided at your own risk.

9.              Events Outside Our Control

9.1           We will not be liable or responsible for any failure to perform, or delay in performance of, any of Our obligations under these Terms that is caused by an Event Outside Our Control.

9.2           An Event Outside Our Control means any act or event beyond Our reasonable control, including without limitation strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, or failure of public or private telecommunications networks.

9.3           If an Event Outside Our Control takes place that affects the performance of Our obligations under these Terms:

(a)        We will contact you as soon as reasonably possible to notify you; and

(b)        Our obligations under these Terms will be suspended and the time for performance of Our obligations will be extended for the duration of the Event Outside Our Control. Where the Event Outside Our Control affects Our performance of Services to you, We will restart the Services as soon as reasonably possible after the Event Outside Our Control is over.

9.4           You may cancel the contract if an Event Outside Our Control takes place and you no longer wish Us to provide the Services. Please see your cancellation rights under clause 10.

10.           Your rights to cancel and applicable refund

10.1         Before We begin to provide the Services, you have the following rights to cancel an Order for Services, including where you choose to cancel because We are affected by an Event Outside Our Control or if We change these Terms under clause 3.1 to your material disadvantage:

(a)        You may cancel any Order for Services at any time before the start date for the Services by contacting Us. We will confirm your cancellation in writing to you.

(b)        If you cancel an Order under clause 10.1(a) and you have made any payment in advance for Services that have not been provided to you, We will refund these amounts to you.

(c)         However, if you cancel an Order for Services under clause 10.1(a) and We have already started work on your Order by that time, you will pay Us any costs We reasonably incurred in starting to fulfil the Order, and this charge will be deducted from any refund that is due to you or, if no refund is due to you, invoiced to you. We will tell you what these costs are when you contact Us. However, where you have cancelled an Order because of Our failure to comply with these Terms (except where We have been affected by an Event Outside Our Control), you do not have to make any payment to Us.

10.2         Once We have begun to provide the Services to you, you may cancel the contract for the Services at any time by providing Us with at least 30 calendar days' notice in writing. Any advance payment you have made for Services that have not been provided will be refunded to you.

10.3         Once We have begun to provide the Services to you, you may cancel the contract for Services with immediate effect by giving Us written notice if:

(a)        We break this contract in any material way and We do not correct or fix the situation within 30 days of you asking Us to in writing;

(b)        We go into liquidation or a receiver or an administrator is appointed over Our assets;

(c)         We change these Terms under clause 3.1 to your material disadvantage;

(d)        We are affected by an Event Outside Our Control.

11.           Our rights to cancel and applicable refund

11.1         If We have to cancel an Order for Services before the Services start:

(a)        We may have to cancel an Order before the start date for the Services, due to an Event Outside Our Control or the unavailability of key personnel or key materials without which We cannot provide the Services. We will promptly contact you if this happens.

(b)        If We have to cancel an Order under clause 11.1(a) and you have made any payment in advance for Services that have not been provided to you, We will refund these amounts to you.

(c)         Where We have already started work on your Order for Services by the time We have to cancel under clause 11.1(a), We will not charge you anything and you will not have to make any payment to Us.

11.2         Once We have begun to provide the Services to you, We may cancel the contract for the Services at any time by providing you with at least seven calendar days' notice in writing. If you have made any payment in advance for Services that have not been provided to you, We will refund these amounts to you.

11.3         We may cancel the contract for Services at any time with immediate effect by giving you written notice if:

(a)        you do not pay Us when you are supposed to as set out in clause 6.3. This does not affect Our right to charge you interest under clause 6.4; or

(b)        you break the contract in any other material way and you do not correct or fix the situation within seven days of Us asking you to in writing.

12.           Information about us and how to contact us

12.1         If you have any questions or if you have any complaints, please refer to the relevant section of Our Website for details on how we can assist.

12.2         If you wish to contact Us in writing, or if any clause in these Terms requires you to give Us notice in writing (for example, to cancel the contract), you can send this to Us by e-mail, by hand, or by pre-paid post to The Language Editor Limited at Belmont House, Shrewsbury Business Park, Shrewsbury, SY2 6LG or the email address provided for these purposes on Our Website. We will confirm receipt of this by contacting you in writing. If We have to contact you or give you notice in writing, We will do so by e-mail, by hand, or by pre-paid post to the address you provide to Us in the Order or in other written correspondence with Us.

13.           How we may use your personal information

13.1         We will use the personal information you provide to Us to:

(a)        provide the Services;

(b)        process your payment for such Services; and

(c)         inform you about similar products or services that We provide, but you may stop receiving these at any time by contacting Us.

13.2         You agree that We may pass your personal information to credit reference agencies or other third parties (as required for the purposes of Us carrying on Our business) and that they may keep a record of any search that they do.

14.           Other important terms

14.1         We may transfer Our rights and obligations under these Terms to another organisation, and We will always notify you in writing if this happens, but this will not affect your rights or Our obligations under these Terms.

14.2         You may only transfer your rights or your obligations under these Terms to another person if We agree in writing.

14.3         This contract is between you and Us. No other person shall have any rights to enforce any of its terms.

14.4         Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.

14.5         If We fail to insist that you perform any of your obligations under these Terms, or if We do not enforce Our rights against you, or if We delay in doing so, that will not mean that We have waived Our rights against you and will not mean that you do not have to comply with those obligations. If We do waive a default by you, We will only do so in writing, and that will not mean that We will automatically waive any later default by you.

14.6         These Terms are governed by English law. You and We both agree to submit to the non-exclusive jurisdiction of the English courts. However, if you are a resident of Northern Ireland you may also bring proceedings in Northern Ireland, and if you are a resident of Scotland, you may also bring proceedings in Scotland.

14.7         If these Terms are translated into another language, the English version shall prevail in the case of any dispute or ambiguity.