Terms of Service
The Client’s attention is particularly drawn to the provisions of clauses 6 and 8.
Please note: “9. Cancellation and Termination” has been updated on 11 April 2018.
1.1 Definitions. In these Conditions, the following definitions apply:
Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
Charges: the charges payable by the Client for the supply of the Services in accordance with clause 5.
Client: the person or firm who purchases Services from the Supplier.
Conditions: these terms and conditions as amended from time to time.
Contract: the contract between the Supplier and the Client for the supply of Services in accordance with these Conditions.
Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
The Interpreter: means the individual(s) providing interpretation (and occasionally translating) services to the Client in the normal course of business according to the instructions of the Client.
Interpretation Assignment: means the provision of Services by The Interpreter to the Client at a place and time requested by the Client.
Order: the Client’s order for Services as set out in the Client’s purchase order form OR the Client’s written acceptance of the Supplier’s quotation.
Services: the services, includes the Interpretation Assignment and is the preparation by the Supplier of a translation either in writing or verbally from one language into another language or any other translation related task for example revising, editing and proofreading, subtitling (the tasks detailed herein are not exhaustive) supplied by the Supplier to the Client as set out in the Specification.
Specification: the description or specification of the Services provided in writing by the Supplier to the Client.
Supplier: Rie [10 Wellington Barracks Square, Birdcage Walk, London, SWQ1E 6HQ
2.Basis of contract
2.1 The Order constitutes an offer by the Client to purchase Services in accordance with the Conditions.
2.2 The Order shall only be deemed to be accepted when the Supplier issues a written acceptance of the Order at which point and on which date the Contract shall come into existence (Commencement Date).
2.3 The Contract constitutes the entire agreement between the parties. The Client acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Supplier which is not set out in the Contract.
2.4Any quotation given by the Supplier shall not constitute an offer, and is only valid for a period of  Business Days from its date of issue.
3.Supply of Services
3.1 The Supplier shall supply the Services to the Client in accordance with the Specification in all material respects.
3.2 The Supplier shall use reasonable skill and care, in accordance with industry standards and the terms of the Order, and shall use all reasonable endeavours to honour the start time of the Services and to meet the planned date of completion. Unless expressly agreed with the Client, the proposed date of completion shall be an estimate only and time shall not be of the essence for the provision of the Services. Any delay shall not entitle The Client to reject the Services, repudiate the Contract or withhold payment of the Charges.
3.3 The Supplier reserves the right to sub-contract all or part of the Order to a contractor or contractors of its own choice.
3.4 Posting or delivery to a carrier (including post, facsimile, e-mail) by Supplier for the purpose of providing the Services to the Client shall constitute delivery to The Client. If requested by the Client the Supplier can provide insurance with regards to delivery at the expense of the Client.
3.5 The Supplier shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and the Supplier shall notify the Client in any such event.
4.1 The Client shall:
(a)ensure that the terms of the Order are complete and accurate;
(b)co-operate with the Supplier in all matters relating to the Services, including responding promptly to any queries relating to the Services;
(c)provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Services, and ensure that such information is accurate in all material respects;
(d) if necessary prepare the Client’s premises or any other nominated premises (‘the Premises’) for the supply of the Services;
(e)obtain and maintain all necessary licences, permissions and consents which may be required before the date on which the Services are to start;
4.2 If the Supplier’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation (Client Default):
(a)the Supplier shall have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations to the extent the Client Default prevents or delays the Supplier’s performance;
(b)the Supplier shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations as set out in this clause 4.2; and
(c)the Client shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Client Default.
5.Charges and payment
5.1 The Charges for the Services shall be on a time and materials basis:
(a)the Charges shall be calculated in accordance with the Supplier’s standard daily fee rates, as set out in the [INSERT WHERE FEES SET OUT];
(b)the Supplier shall be entitled to ask the Client for payment in advance prior to commencement of the Services and the Supplier may charge the Client for any expenses reasonably incurred by the individuals whom the Supplier engages in connection with the Services including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by the Supplier for the performance of the Services, and for the cost of any materials.
5.2 The Supplier reserves the right to increase its standard daily fee rates, provided that such charges cannot be increased more than once in any 12 month period. The Supplier will give the Client reasonable written notice of any such increase before the proposed date of the increase.
5.3 The Supplier shall invoice the Client on completion of the Services.
5.4 The Client shall pay each invoice submitted by the Supplier
in full and in cleared funds to a bank account nominated in writing by the Supplier, and in accordance with the invoice time period sent to the Client.
5.5 All amounts payable by the Client under the Contract are exclusive of amounts in respect of value added tax chargeable for the time being.
5.6 If the Client fails to make any payment due to the Supplier under the Contract by the due date for payment, then the Client shall pay interest accrued daily on the overdue amount at the rate of 4% per cent per annum above [FULL NAME OF BANK]’s base rate from time to time.
5.7 The Client shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law).
6.Intellectual property rights THE CLIENT’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE
6.1 All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by the Supplier.
6.2The Client warrants, represents and undertakes that the source materials submitted for the Services do not contain any obscene, blasphemous or libellous content and do not infringe the Intellectual Property Rights of any third party and that the Services provided by the Client will not infringe the Intellectual Property Rights of any third party.
6.3 The Client agrees to indemnify the Supplier and keep it indemnified at all times against all or any costs, claims, damages or expenses incurred by the Supplier, or for which it may become liable, with respect to any Intellectual Property Rights infringement claim or other claim (including defamation, libel and so on) relating to the Services.
Please refer to Memorandum concerning the use of recordings of interpretation at conferences
4. The protection of intellectual and creative works and their use by third parties, are subject to national legislation, bilateral agreements and international agreements, in particular the International Copyright Convention and the Berne Convention for the Protection of Artistic and Literary Works.[…] When fixed in material form, of any nature whatsoever (printed, sound or audiovisual recording, records, discs, magnetic tapes, videograms, slides, films, wire, cable, transparencies, photocopies, microcards, or any similar method) the performance of the conference interpreter becomes a translation within the meaning of the Berne Convention and the exclusive rights foreseen in the Convention apply to the author.
A party (receiving party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been deemed by either party to be confidential and have been disclosed to the receiving party by the other party (disclosing party), its employees, agents or subcontractors, and any other confidential information concerning the disclosing party’s business, its products and services which the receiving party may obtain. The receiving party shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the receiving party’s obligations under the Contract, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were a party to the Contract. The receiving party may also disclose such of the disclosing party’s confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction. This clause 7 shall survive termination of the Contract.
8.Limitation of liability: THE CLIENT’S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE
8.1 Nothing in these Conditions shall limit or exclude the Supplier’s liability for:
(a)death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
(b)fraud or fraudulent misrepresentation; or
(c)breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
8.2 Subject to clause 8.1:
(a)the Supplier shall under no circumstances whatsoever be liable to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and
(b)the Supplier’s total liability to the Client in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the amount of the invoice the Client has been charged for the Services.
8.3 If the Client requires the Supplier to attend the Client’s Premises to carry out the Services the Client agrees to indemnify the Supplier (including the Supplier’s employees, agents, sub-contractors), and keep the Supplier’s indemnified, from all losses, damages, injury, costs and expenses suffered by the Supplier caused by the Client failing to:
(a)allocate staff members with the relevant suitable skills and experience to be able to deal with the Supplier carrying out the Services;
(b)provide access to the Premises, systems and other facilities which may be necessary;
(c)to make sure that any information is required by the Supplier in order to carry out the Services is correct and accurate;
(d) ensure that adequate health and safety and security precautions are at place at the Premises.
8.4 This clause 8 shall survive termination of the Contract.
9.CANCELLATION and Termination
9.1 If for any reason The Client cancels or reduces the scope of an Order, the Client shall pay the following:
(a) 10 or more Business Days prior to the start of the Order 70% of the Charges.
(b) 9 to 0 Business Days prior to the start of the Order 100% of the Charges.
(c) 100% of the Charges once the booking is confirmed from 1 April to 30 June and from 1 September 30 November each year.
9.2 Without limiting its other rights or remedies, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
(a)the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 7 days of that party being notified in writing to do so;
(b)the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts;
(c)the other party’s financial position deteriorates to such an extent that in the Supplier’s opinion the Client’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy; or
9.3 Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect by giving written notice to the Client if the Client fails to pay any amount due on the due date for payment and fails to pay all outstanding amounts within 7 days after being notified in writing to do so.
10.Consequences of termination
On termination of the Contract for any reason, the Client shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Client immediately on receipt;
11.1 The Supplier shall not be liable to the Client as a result of any delay or failure to perform its obligations under this Contract as a result of a force majeure event, If the force majeure event prevents the Supplier from providing any of the Services for more than 2 weeks, the Supplier shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Client.
12.1 Assignment and other dealings.
(a)The Supplier may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent.
(b)The Client shall not, without the prior written consent of the Supplier, assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract.
Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, fax or e-mail.
If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
12.4 Third parties. A person who is not a party to the Contract shall not have any rights to enforce its terms.
12.5 Governing law. This Contract, and any dispute or claim arising out of or in connection with it shall be governed by, and construed in accordance with the law of England and Wales and each party agrees that the courts of England and Wales shall have exclusive jurisdiction.
In these terms and conditions, User or Users means any third party that accesses the Website and is not either (i) employed by Rie and acting in the course of their employment or (ii) engaged as a consultant or otherwise providing services to Rie and accessing the Website in connection with the provision of such services.
You must be at least 18 years of age to use this Website. By using the Website and agreeing to these terms and conditions, you represent and warrant that you are at least 18 years of age.
Intellectual property and acceptable use
1. All Content included on the Website, unless uploaded by Users, is the property of Rie, our affiliates or other relevant third parties. In these terms and conditions, Content means any text, graphics, images, audio, video, software, data compilations, page layout, underlying code and software and any other form of information capable of being stored in a computer that appears on or forms part of this Website, including any such content uploaded by Users. By continuing to use the Website you acknowledge that such Content is protected by copyright, trademarks, database rights and other intellectual property rights. Nothing on this site shall be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trademark, logo or service mark displayed on the site without the owner’s prior written permission
2. You may, for your own personal, non-commercial use only, do the following:
a. retrieve, display and view the Content on a computer screen
3. You must not otherwise reproduce, modify, copy, distribute or use for commercial purposes any Content without the written permission of Rie.
4. You acknowledge that you are responsible for any Content you may submit via the Website, including the legality, reliability, appropriateness, originality and copyright of any such Content. You may not upload to, distribute or otherwise publish through the Website any Content that (i) is confidential, proprietary, false, fraudulent, libellous, defamatory, obscene, threatening, invasive of privacy or publicity rights, infringing on intellectual property rights, abusive, illegal or otherwise objectionable; (ii) may constitute or encourage a criminal offence, violate the rights of any party or otherwise give rise to liability or violate any law; or (iii) may contain software viruses, political campaigning, chain letters, mass mailings, or any form of “spam.” You may not use a false email address or other identifying information, impersonate any person or entity or otherwise mislead as to the origin of any content. You may not upload commercial content onto the Website.
5. You may not use the Website for any of the following purposes:
a. in any way which causes, or may cause, damage to the Website or interferes with any other person’s use or enjoyment of the Website;
b. making, transmitting or storing electronic copies of Content protected by copyright without the permission of the owner.
Links to other websites
6. This Website may contain links to other sites. Unless expressly stated, these sites are not under the control of Rie or that of our affiliates.
7. We assume no responsibility for the content of such Websites and disclaim liability for any and all forms of loss or damage arising out of the use of them.
8. The inclusion of a link to another site on this Website does not imply any endorsement of the sites themselves or of those in control of them.
Availability of the Website and disclaimers
10. Any online facilities, tools, services or information that Rie makes available through the Website (the Service) is provided “as is” and on an “as available” basis. We give no warranty that the Service will be free of defects and/or faults. To the maximum extent permitted by the law, we provide no warranties (express or implied) of fitness for a particular purpose, accuracy of information, compatibility and satisfactory quality. Rie is under no obligation to update information on the Website.
11. Whilst Rie uses reasonable endeavours to ensure that the Website is secure and free of errors, viruses and other malware, we give no warranty or guaranty in that regard and all Users take responsibility for their own security, that of their personal details and their computers.
12. Rie accepts no liability for any disruption or non-availability of the Website.
13. Rie reserves the right to alter, suspend or discontinue any part (or the whole of) the Website including, but not limited to, any products and/or services available. These terms and conditions shall continue to apply to any modified version of the Website unless it is expressly stated otherwise.
Limitation of liability
14. Nothing in these terms and conditions will: (a) limit or exclude our or your liability for death or personal injury resulting from our or your negligence, as applicable; (b) limit or exclude our or your liability for fraud or fraudulent misrepresentation; or (c) limit or exclude any of our or your liabilities in any way that is not permitted under applicable law.
15. To the extent that the Website and Content are provided free of charge, we will not be liable to you for any loss or damage of any kind.
16. We will not be liable to you in respect of any losses arising out of events beyond our reasonable control.
17. To the maximum extent permitted by law, Rie accepts no liability for any of the following:
a. any business losses, such as loss of profits, income, revenue, anticipated savings, business, contracts, goodwill or commercial opportunities;
b. loss or corruption of any data, database or software;
c. any special, indirect or consequential loss or damage.
18. You may not transfer any of your rights under these terms and conditions to any other person. We may transfer our rights under these terms and conditions where we reasonably believe your rights will not be affected.
19. These terms and conditions may be varied by us from time to time. Such revised terms will apply to the Website from the date of publication. Users should check the terms and conditions regularly to ensure familiarity with the then current version.
21. The Contracts (Rights of Third Parties) Act 1999 shall not apply to these terms and conditions and no third party will have any right to enforce or rely on any provision of these terms and conditions.
22. If any court or competent authority finds that any provision of these terms and conditions (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision will, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of these terms and conditions will not be affected.
23. Unless otherwise agreed, no delay, act or omission by a party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy.
24. These terms and conditions will be governed by and interpreted according to English law. All disputes arising under these terms and conditions will be subject to the exclusive jurisdiction of the English courts.
25. Rie Hiramatsu of email@example.com operates the Website.
Definitions and interpretation
Data: collectively all information that you submit to Rie via the Website. This definition incorporates, where applicable, the definitions provided in the Data Protection Act 1998;
Rie, or us Rie Hiramatsu of firstname.lastname@example.org;
User or you any third party that accesses the Website and is not either (i) employed by Rie and acting in the course of their employment or (ii) engaged as a consultant or otherwise providing services to Rie and accessing the Website in connection with the provision of such services; and
Website the website that you are currently using, https://www.rie.london/, and any sub-domains of this site unless expressly excluded by their own terms and conditions.
a. “including” is understood to mean “including without limitation”;
b. reference to any statutory provision includes any modification or amendment of it;
3. We may collect the following Data, which includes personal Data, from you:
b. Job Title;
d. Contact Information such as email addresses and telephone numbers;
e. Information regarding the work that is required from you.
Our use of Data
4. For purposes of the Data Protection Act 1998, Rie is the “data controller”.
5. We will retain any Data you submit for 12 months.
6. Unless we are obliged or permitted by law to do so, and subject to any third party disclosures specifically set out in this policy, your Data will not be disclosed to third parties. This does not include our affiliates and / or other companies within our group.
7. All personal Data is stored securely in accordance with the principles of the Data Protection Act 1998. For more details on security see the clause below (Security).
8. Any or all of the above Data may be required by us from time to time in order to provide you with the best possible service and experience when using our Website. Specifically, Data may be used by us for the following reasons:
a. To request for work to be done by Rie;
Third party websites and services
9. Rie may, from time to time, employ the services of other parties for dealing with certain processes necessary for the operation of the Website. The providers of such services do not have access to certain personal Data provided by Users of this Website.
Links to other websites
Changes of business ownership and control
12. We may also disclose Data to a prospective purchaser of our business or any part of it.
13. In the above instances, we will take steps with the aim of ensuring your privacy is protected.
Controlling use of your Data
14. Wherever you are required to submit Data, you will be given options to restrict our use of that Data. This may include the following:
15. use of Data for direct marketing purposes; and
16. sharing Data with third parties.
Functionality of the Website
17. To use all features and functions available on the Website, you may be required to submit certain Data.
Accessing your own Data
18. You have the right to ask for a copy of any of your personal Data held by Rie (where such Data is held) on payment of a small fee, which will not exceed £5.00.
19. Data security is of great importance to Rie and to protect your Data we have put in place suitable physical, electronic and managerial procedures to safeguard and secure Data collected via this Website.
20. If password access is required for certain parts of the Website, you are responsible for keeping this password confidential.
21. We endeavour to do our best to protect your personal Data. However, transmission of information over the internet is not entirely secure and is done at your own risk. We cannot ensure the security of your Data transmitted to the Website.
24. Unless otherwise agreed, no delay, act or omission by a party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy.
You may contact Rie by email at hiramatsu*at*rie.london
22 October 2015
27. These terms and conditions were created using a document from Rocket Lawyer (https://www.rocketlawyer.co.uk).