1. General

1.1. All quotations are given and all orders are accepted subject to these Terms and Conditions only. All other terms and conditions whatsoever are excluded from the contract or any variation thereof unless expressly accepted by the Company in writing.

1.2. “The Company” shall mean Locando Limited.

1.3. “The Client” shall mean any legal or natural person that commissions goods or services from the Company.

1.4. “Goods” and “Services” shall include any work, product, documentation, graphical representation, translation, computer data and any other information storage, retrieval or transfer media or the provision of such, and the latter terms are interpreted as including the former.

1.5. In having recourse to any of the services provided by the Company, the Client declares that he/she accepts these conditions, in extenso, and thus consequently renounces all different or contradictory conditions that normally apply.

2. Purpose of Translation and Level of Checking

2.1. At the time of requesting a quotation or ordering any goods or services, the Client shall provide the Company with all information necessary for costing and/or providing the required goods or services, including the intended purpose of any translation.

2.1.1. The Company shall not be liable for any deficiency in any goods or services supplied if the Client shall decide at some future time to use the goods or service for any different purpose from that made known to the Company at the time of ordering.

2.2. The Client shall indicate clearly in writing, at or before the time of ordering any translation, the level of checking required. In default, the Company will use its discretion in providing appropriate checking.

2.3. Where proofs of work are supplied to the Client for approval, the Company shall incur no liability for any errors which are not detected and clearly marked by the Client for correction on those proofs. In cases where matters including style, type, or layout are left by the Client to the discretion of the Company, any subsequent change in specification including author’s amendments made by the Client will be charged.

3. Quotations and Estimates

3.1. Binding quotations shall not be given against documents not seen in full with a complete specification. Estimates for work to be carried out on material not seen in its entirety shall be subject to confirmation on receipt of the complete material and specification. All quotations shall be available for acceptance for a maximum of 30 days from the date thereof, unless otherwise specified in writing by the Company, and may be withdrawn by the Company within such period at any time by written notice.

3.2. The Company reserves the right not to accept any order for which no written confirmation signed by the Client has been received.

3.3. All estimates and quotations are given net exclusive of VAT at the rate current at the time of invoicing. All prices are given per language, where more than one language is requested, unless otherwise specified.

3.4. Unless otherwise agreed in writing, all estimates and quotes are inclusive of final delivery by email only.

3.4.1. Interim deliveries, deliveries of proofs or drafts for approval, or delivery by any other means shall be at the Client’s request and chargeable.

3.5. Any statement or representation made to the Client by the Company, its servants or agents upon which the Client relies, other than in the documents enclosed with the Company’s estimate, quotation or acknowledgement of order, does not form part of any estimate, quotation, or contract, and does not supersede the provisions of these conditions, unless set out in a document to be attached to or endorsed on the Client’s order, and in any such case the Company may confirm, reject or clarify the point, and submit a new quotation.

3.6. In the absence of a written quotation, the price of any work shall be determined by the Company in accordance with the appropriate prices and procedures applicable at that time.

3.7. In the event of any alteration being requested by the Client and agreed by the Company in the specification, quantity or intended use of the work in accordance with Conditions 2.1. and 2.2. hereof the Company shall be entitled to make an adjustment of the contract price corresponding to those alterations.

3.8. All alterations to the original specification, quantity or intended use of the work shall be confirmed in writing by the Client. If the Company agrees to make an alteration any previously agreed delivery or completion dates may be extended and prices modified accordingly.

3.9. In the event of discovery following acceptance of the Client’s order of any error or omission in the quotation then the Client shall accept the Company’s reasonable amendment of the quotation in terms of cost and/or time to make good the error in the quotation.

3.10. An additional charge may be made for any work which it may be necessary to carry out in cases where copy supplied by the Client is unclear, illegible or hand-written.

4. Preliminary Work

4.1. All work carried out at the request of the Client, whether as a test or otherwise, shall be subject to the Company’s Terms and Conditions, and shall be charged, irrespective of the commissioning or completion of any related or subsequent works unless otherwise agreed.

5. Cancellation

5.1. If work is commissioned and subsequently cancelled by the Client, the Client shall pay the Company forthwith a sum equal to all costs and expenses incurred by the Company up to the time of cancellation, and all loss or damage resulting to the Company by reason of such cancellation.

6. Payment

6.1. Unless otherwise agreed in writing by the Company, the Client shall make payment in full net of all charges within 45 days of issue of the Company’s invoice, failing which late payment interest shall be payable. Such interest shall accrue on a daily basis and be payable on demand. The interest rate chargeable for late payment is the European Central Bank (ECB) rate plus 8%.

6.2. Where work is delivered by instalments the Company may invoice each instalment separately and the Client shall pay such invoices in accordance with these conditions.

6.3. Where the time necessary to complete work is greater than one calendar month, the Company may invoice in monthly instalments to the value of work carried out during each calendar month.

6.4. No disputes arising from the contract shall prejudice the right of the Company to prompt payment under the condition 6.1. for all work duly completed.

6.5. In the event of default in payment by the Client on any wholly or partly completed contract or any instalment thereof, the Company shall be entitled, without prejudice to any other right or remedy, to suspend all further work for the Client.

6.5.1. In the event of any such default in payment the Company may charge interest on any outstanding amount at the rate of 8% per annum above the European Central Bank (ECB) rate in force at the time when payment was due and/or treat the contract as repudiated in whole or in part and sue for damages.

6.6. When any act or omission by the Client causes delay in the delivery of any work completed either in part or in whole, the Company shall be entitled to payment in full for the completed work under the provisions of 6.1., and delay in delivery shall not imply right to delay payment.

6.7. Where a Client to whom an estimate or quotation has been given requests the Company to invoice a third party, the order will only be accepted where payment is made in advance and/or where written confirmation has been received from the third party. Under no circumstances will such a request be considered by the Company after an order has been accepted.

7. Delivery

7.1. Times given for delivery of the Goods and completion of the Work are given as accurately as possible but are not guaranteed. The Client shall have no right to damages or to cancel the order for failure for any cause to meet any delivery or completion time stated.

7.2. Notwithstanding any provision in 7.1., where time and/or place of delivery are of the essence, the parties may agree the specific requirements of performance including the consequences of any failure to perform.

7.2.1. The agreement to make special provisions under the terms of 7.2. shall in no way prejudice the operation of any other Terms and Conditions that would otherwise have been applicable.

7.3. The date of delivery or completion shall in every case be dependent upon prompt receipt of all necessary material, information, instructions or approvals from the Client. Alterations by the Client of the original specification, quantities or intended use of the work may result in delay in delivery or completion.

8. Sub-Contractors

8.1. The Company shall be entitled to appoint one or more sub-contractors of its choice to carry out all or any of its obligations under the contract.

8.2. In the event that the Client comes to know an employee or sub-contractor working or having worked through the Company for the Client, and the said employee or subcontractor is subsequently offered or takes direct employment whether full, part time or freelance, or accepts any order by or from the Client within one year of having worked through the company for the client, an introduction fee of €1000.00 plus VAT at the current rate shall be due and payable immediately to the Company by the Client, unless otherwise agreed in writing by the Company.

8.3. Any alteration or addition to the specification of any work to be carried out by employees or sub-contractors of the Company who are working or have worked on the Client’s premises or any other geographical location at his/her request must be notified to and confirmed by the Company in writing. Under no circumstances may the sub-contractor or employee accept any other duty or task without the written confirmation of the Company.

9. Copyright

9.1. All orders are accepted by the Company on the understanding that the Client holds translation rights in the original text or will be using the translation only for purposes of study. In all cases the Client undertakes to keep the Company harmless from any claim for infringement of copyright and/or translation rights, likewise for any legal action including that which might arise between legal or physical persons as a result of the content of the original text or its translation.

9.2. The Company retains copyright in all translation, graphic material, and computer data it produces until such time as it expressly assigns such rights in writing to the Client, and in any event until the work or services has been paid for in full by the Client. However, in the event that payment is not received by the Company in accordance with condition 5. hereof the said license shall be automatically revoked and the Client shall not be at liberty to make use of any work or goods in which the copyright of the Company subsists.

9.3. Without prejudice to clauses 9.1. and 9.2. the Client shall indemnify and hold harmless the Company at all times and against all claims which may be made against the Company and costs incurred in connection therewith arising out of the publication and dissemination of such work or the performance of such services or the inclusion in such work or services of any matter submitted by the Client which is not itself the subject of translation or other work by the Company.

9.4. The Company shall receive a reasonable credit in relation to any works and services it provides and may refer to them as part of its own marketing and promotion.

10. Complaints and Disputes

10.1. The Client shall notify the Company in writing within ten working days of receipt of the work or goods or any part thereof of any defects or divergence from the agreed terms of the order and give the Company the opportunity to examine and comment on and if necessary rectify any such defects and divergences. The Company shall not be liable for the cost of rectifying any such defects or divergences which it has not been given the opportunity to carry out itself and which have been carried out without its written agreement.

10.2. All notification of defects or divergences from the agreed terms of the order must be supported by any documentation required to provide the Company with a clear understanding of the substance of the complaint.

10.3. The contract shall be governed and interpreted according to the laws of Ireland.

11. Liability

11.1. The Company shall carry out work and supply goods and services to the best of its ability and shall limit its liability therefore whether direct or consequential to the value of the invoice for the work, service or goods in respect of which the liability is incurred.

11.2. The Client shall hold the Company harmless against any claim of any nature whatsoever which may be made at any time by a third party in respect of any work done by the Company at the Client’s instruction.

12. Force Majeure

12.1. The Company shall not be liable for any delay, loss or damage, or failure to carry out any works, caused in part or in whole by War, Act of God, or any act, decision or pronouncement of the government of Ireland or any other government.

12.2. The Company shall not be liable for any delay, loss or damage, or failure to carry out any works caused by any other thing, matter or occurrence beyond its control.