Partner Terms of Engagement

PLEASE NOTE THAT BY PROVIDING SERVICES (AS DEFINED BELOW) TO THE COMPANY YOU WILL AUTOMATICALLY BE DEEMED TO HAVE ACCEPTED AND BE BOUND BY THE TERMS OF THIS AGREEMENT IN ITS ENTIRETY. IF YOU DO NOT AGREE TO ANY PROVISIONS IN THIS AGREEMENT, PLEASE DO NOT PROVIDE ANY SERVICES TO THE COMPANY.

Parties 

(1)          BDXL LTD, trading as ‘Translayte’ incorporated and registered in England and Wales with Company number 7496682 whose registered office is at 20 – 22 Wenlock St., London, United Kingdom, N1 7GU (Company); and

(2)          Supplier engaged in a contract for services with the Company (“the Supplier”).

(together the “Parties” and each a “Party “).

Whereas:

(1)          The Company provides translation, writing and editing services for business and individuals;

(2)          The Supplier wishes to assist the Company with the provision of such services; and

(3)          This Agreement governs the relationship between the Company and the Supplier.

The Parties agree as follows:

1.            Interpretation

1.1.         The definitions and rules of interpretation in this Clause apply in this Agreement (unless the context requires otherwise).

Business of the Company:providing translation, writing, and editing services.

Business Day:  any day outside weekends and UK bank holidays between 9am and 6pm (GMT).

Business Opportunities: any opportunities which the Supplier becomes aware of during the Engagement which relate to the Business of the Company or any Group Company or which the Management reasonably considers might be of benefit to the Company or any Group Company.

Capacity:  as agent, Supplier, director, employee, owner, partner, shareholder or in any other capacity.

Client: the person, firm or company that purchases Services from Translayte.

Commencement Date: the date of this Agreement.

Company Property: all documents, books, manuals, materials, records, correspondence, papers and information (on whatever media and wherever located) relating to the Business or affairs of the Company or Group Company or their customers and business contacts, and any equipment, keys, hardware or software provided for the Supplier’s use by the Company during the Engagement, and any data or documents (including copies) produced, maintained or stored by the Supplier on the Company or the Supplier’s computer systems or other electronic equipment during the Engagement.

Confidential Information: information in whatever form (including without limitation, in written, oral, visual or electronic form or on any magnetic or optical disk or memory and wherever located) relating to the business, customers, products, affairs and finances of the Company or any Group Company for the time being confidential to the Company or any Group Company and trade secrets including, without limitation, technical data and know-how relating to the Business of the Company or of any Group Company or any of  their suppliers, customers, agents, distributors, shareholders, management or business contacts, including in particular (by way of illustration only and without limitation) study guides, writing standard documents, resources and including (but not limited to) information that the Supplier creates, develops, receives or obtains in connection with the Engagement, whether or not such information (if in anything other than oral form) is marked confidential.

Deadline: the date specified by the Company irrespective of whether any different information has been provided to the Supplier by the Client or other third party.

Engagement: the Engagement of the Supplier by the Company on the terms of this Agreement.

Group Company: the Company, its Subsidiaries or Holding Companies from time to time and any Subsidiary of any Holding Company from time to time.

Intellectual Property Rights: all rights in patents (including application for patent protection), trademarks, service marks, design rights, copyright, database rights, confidential information, trade secrets, trade or business names, publicity rights, domain names , and any other similar rights or obligations whether registerable or not in any country and applications for any of the foregoing.

Invention: any invention, idea, discovery, development, improvement, or innovation made by the Supplier in the provision of the Services, whether patentable or capable of registration, and whether or not recorded in any medium.

Job: any project, assignment or order placed by a Client in accordance with the Terms and Conditions of the Company.

Job Board: confidential database provided to the Supplier to enable the Supplier to view available Jobs, apply to complete Jobs, manage a Job’s progress, submit Jobs, determine availability, and update the Supplier’s profile.

Management: the Board of Directors of the Company (including any Committee of the Board duly appointed by it).

Policies: those policies of the Company relating to (amongst other things) discrimination, sickness and absence, grievances, and data protection. 

Pre-Contractual Statement: any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this Agreement or not) relating to the Engagement other than as expressly set out in this Agreement or any documents referred to in it.

Services:  the services provided by the Supplier in its capacity as a Supplier to the Company or any Group Company as more particularly described in the Schedule hereto.

Subsidiary and Holding Company: in relation to a company, “subsidiary” and “holding company” as defined in section 1159 of the Companies Act 2006 and a company shall be treated, for the purposes only of the membership requirement contained in subsections 1159(1)(b) and (c), as a member of another company even if its shares in that other company are registered in the name of (a) another person (or its nominee), whether by way of security or in connection with the taking of security, or (b) a nominee.

Termination Date: the date of termination of this Agreement, howsoever arising.

Works: all records, translations, reports, documents, papers, drawings, designs, transparencies, photos, graphics, logos, translation memory, typographical arrangements, software, and all other materials in whatever form, including but not limited to hard copy and electronic form, prepared by the Supplier in the provision of the Services.

1.2          Headings in these conditions shall not affect their interpretation.

1.3          A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

1.4          A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.

1.5          A reference to writing or written includes faxes, e-mail, and via the Company’s website.

1.6          Any obligation in the Engagement on a person not to do something includes, without limitation, an obligation not to agree, allow, permit, or acquiesce in that thing being done.

1.7          The Schedule to this Agreement forms part of (and is incorporated into) this Agreement.

2.            Terms of Engagement 

2.1          The Company shall engage the Supplier and the Supplier shall provide the Services on the terms of this Agreement.

2.2          The Company shall not be obliged to allocate the Supplier any Jobs.

2.3          The Engagement shall be deemed to have commenced on the Commencement Date and shall continue unless and until terminated:

(a)          as provided by the terms of this Agreement; or

(b)          by either party giving to the other not less than 30 days’ prior written notice; or

(c)           in the event that the Supplier does not accept a Job for up to 4 weeks and does not notify the Company. 

2.4          Where this Agreement is terminated in accordance with Clause 2.3(c) and the Supplier wishes to resume working for the Company, the Supplier shall sign up to the version of this Agreement as is in force at the date of resumption of his work with the Company.

3.            Supplier Obligations 

3.1          During the Engagement the Supplier shall:

(a)          Provide services (subject to 3.1 (d) in accordance with the Company’s specifications, to complete all assignments previously accepted by the Supplier and to have work reviewed by the Company and/or an independent third party.

(b)          Take all reasonable steps to ensure that Services are returned within the agreed deadline and to the project specification. 

(c)           Inform the Company in writing immediately if unable to complete Services on time. 

(d)          ensure the accuracy of certified translations, (which are the legal responsibility of the Supplier), and shall have the right to reject requests made by the Company or a Client if they believe they aren’t true / accurate.

3.2           The Company reserves the right not to pay for Services not completed by the Deadline.

3.3          If there is evidence that the quality of the Work is below a reasonable standard and the Supplier cannot bring the Work up to the required standard, the Company has the right to terminate the Engagement and withhold and/or reduce payment discretionarily.

3.4           Any decision under Clause 3.3 may be challenged by the Supplier by notice in writing to the Management.

3.5          Unless the Supplier has been specifically authorised to do so by the Company in writing, the Supplier shall not:

(a)          have any authority to incur any expenditure in the name of, or for the account of the Company; or

(b)           hold himself out as having authority to bind the Company.

3.6          the Supplier undertakes to the Company that during the Engagement the Supplier shall take all reasonable steps to offer (or cause to be offered) to the Company any Business Opportunities as soon as practicable after the same shall have come to his knowledge.

3.7          the Supplier is obliged to disclose any Business Opportunities to the Company unless to do so would result in a breach by the Supplier of any obligation of confidentiality or of any fiduciary duty owed to any third party.

3.8          the Supplier may use a third party to perform any administrative, clerical or secretarial functions which are reasonably incidental to the provision of the Services provided that:

(a)          the Company will not be liable to bear the cost of such functions; and

(b)          at the Company’s request the third party shall be required to enter into direct undertakings with the Company, including with regard to confidentiality.

4.            Amendments

4.1          The Supplier undertakes to perform all amendments requested by the Company within the period of 24 hours of receiving the amendments either from the Client of the Company. The Customer acknowledges and agrees that work performed by the Supplier in relation to a Job shall only be passed to the Client after the quality assurance team of the Company has reviewed and accepted the work.

4.2          If the Supplier submits work which fails to meet the requirements of the Job, and the Supplier is unable to amend the work within the required timeframe, the Company reserves the right not to pay the Supplier for the Job.

4.3          If the Supplier is unable to amend the work within the timeframe required, the Company reserves the right to subcontract any required amendments to another Supplier at the Supplier’s cost.

5.            Deadline 

5.1          The Company reserves the right to:

(a)          deduct up to 50% of the fee (the “Deadline Penalty “) due to the Supplier for the Job if the Supplier fails to complete the Job by the Deadline;

(b)          remove the Supplier from a Job if the Supplier:

(i)            does not maintain adequate communication with the Company during the period in which the Job is meant to be being performed; and

(ii)           does not adequately demonstrate to the Company (in the reasonable opinion of Management) on request during the period in which the Supplier is meant to be performing the Job that the Job is being performed and will be completed prior to the Deadline.

5.2          The Supplier shall alert Management at the earliest opportunity if the Supplier foresees any problem with meeting the Deadline. Management shall be permitted in its sole and absolute discretion to extend the Deadline.

5.3          For the purposes of Clause 5.1, if Management grant an extension to the Deadline, it may also decide at its discretion, that no penalty shall be imposed. If Management does not grant an extension to the Deadline, the Supplier shall remain obligated to complete the Job by the original Deadline.

5.4          No extension to a Deadline shall be valid unless the Supplier has received written confirmation of such extension from the Company.

5.5          The Supplier shall be solely responsible for getting the completed Job to the Client by the Deadline. The Supplier acknowledges and agrees that:

(a)          Works submitted to the Company is subject to a quality review by the Company.

(b)          Works may be returned to the Supplier for amendment.

5.6          Any Works considered incomplete in the opinion of the Company at the Deadline may be classified as having missed the Deadline and shall at the Company’s discretion be subject to the Deadline Penalty in accordance with Clause 5.1.

6.            Professional Conduct 

6.1          The Supplier shall at all times act with respect, professionalism and courtesy towards Clients, other Suppliers and employees of the Company.

6.2          The Supplier shall at all times act in the best interests of the Company and shall refrain from doing or saying anything that could reasonably be expected to bring the Company, any of its Clients, Suppliers, employees, shareholders or Management, or the Business of the Company into disrepute.

6.3          The Supplier shall at all times in performance of its duties comply with all applicable laws and regulations as well as all Policies of the Company from time to time published and in force.

7.            Subcontracting 

7.1          The Supplier shall complete every Job assigned to it by the Company and shall not be permitted (without the prior written consent of the Management given pursuant to Clause 5.4) to delegate, sub-contract or otherwise procure that the Job is performed by a third party.

7.2          Any breach of Clause 7.1 shall be a material breach of this Agreement entitling the Company to terminate this Agreement pursuant to Clause 16.1 immediately without notice.

7.3          Where a Supplier is interested in subcontracting any Job to a third party (the “Subcontractor“), the Supplier must notify the Company of such details about the Subcontractor as the Company may request and provide the Company, on request, with details and evidence of the Subcontractor’s qualifications. On receipt of such information, the Company shall be permitted to perform checks as to the Subcontractor’s suitability to perform any Job. The Supplier may withhold or exclude the Subcontractor’s contact details. The Company at its sole and absolute discretion shall be permitted to approve the Subcontractor.

7.4          Where a Subcontractor has been approved in accordance with Clause 7.3, the Management may at its sole and absolute discretion consent to a Subcontractor performing all or part of any Job.

7.5          Prior to any Subcontractor performing all or part of any Job, the Supplier shall procure that the Subcontractor signs an Agreement with the Supplier substantially in the terms of this Agreement save that the Company shall have no obligation to pay the Subcontractor for any work performed by such Subcontractor in relation to a Job.

7.6          For the avoidance of doubt, the Company shall have no obligation to make any payment to the Subcontractor including without limitation any fees due to the Subcontractor from the Supplier for any work performed by the Subcontractor in relation to any Job and any taxes that may be assessed in relation to the Subcontractor’s work on any Job.

7.7          The Company may in its sole and absolute discretion and without giving a reason withdraw its approval of any Subcontractor and/or its consent for such Subcontractor to work on any Job. In such circumstances, the Supplier shall procure that the Subcontractor immediately ceases to work on the relevant Job(s).

7.8          Where an approved Subcontractor performs all or part of a Job, the Supplier shall at all times remain responsible for the quality and accuracy of the work performed by the Subcontractor, and for ensuring that any minimum performance criteria (as published by the Company from time to time) are adhered to by the Subcontractor.

8.            Fees and Payment

8.1          The fee for every Job shall be as stated on the Job Board, or provided on the Purchase Order or by the Project Manager. 

8.2          Notwithstanding Clause 2.3, there is no obligation on the Supplier to take on a Job.

8.3          The Supplier shall submit a Payout Request form on the Company’s website, or shall submit by email to the Company an invoice giving details of the Services provided and the fees payable for the performance of such Services (plus VAT if applicable).  All fees submitted must relate to Jobs which have passed the Company’s quality checks as set out herein.

8.4          In consideration of the provision of the Services during the Engagement, the Company shall pay all agreed invoices submitted by the Supplier within 30days of receipt.

8.5          The Company shall be entitled to require that the Supplier to amend any invoice to reflect a deduction from the fees due for any Deadline Penalty (as defined below) or other permitted deductions set out in this Agreement and the Supplier shall modify the invoice accordingly.

8.6          The Company reserves the right to withhold payments to the Supplier, where in its sole and absolute discretion, the Services provided by the Supplier are unsatisfactory and any Job may need to be refunded.

8.7          Payment in full or in part of the fees claimed by the Supplier under this Clause 8 or any expenses shall be without prejudice to any claims or rights of the Company or any Group Company against the Supplier in respect of the provision of the Services.

8.8          The Company shall be entitled to deduct from the fees (and any other sums due to the Supplier) any sums that the Supplier may owe to the Company or any Group Company from time to time.

8.9          Payment in full or in part of the fees claimed or any expenses shall be without prejudice to any claims or rights of the Company or any Group Company against the Supplier in respect of the provision of the Services.

9.            Treatment of Clients 

9.1          Suppliers shall treat each Client equally and shall not offer preferential treatment (whether in relation to price, deadline or otherwise) to any Client, whether they are a colleague, friend or family member or otherwise. 

9.2          No variation to a term of a Job shall be agreed with a Client without the prior written consent of Management.

10.          Expenses

The Supplier shall bear his own expenses incurred in the course of the Engagement.

11.          Other Activities 

11.1        Nothing in this Agreement shall prevent the Supplier from being engaged, concerned or having any financial interest in any Capacity in any other business, trade, profession or occupation during the Engagement provided that:

(a)          such activity does not cause a breach of any of the Supplier’s obligations under this Agreement or a detrimental impact on the Supplier’s ability to meet those obligations;

(b)          the Supplier shall not solicit or endeavour to entice away from the Company the business or custom of any Client with a view to providing goods or services to that Client in competition with the Business of the Company; or

(c)           the Supplier shall give priority to the provision of the Services to the Company over any other business activities undertaken by the Supplier during the course of the Engagement.

11.2        For 12 months after the Termination Date, the Supplier shall:

(a)          not solicit or endeavour to entice away from the Company the business or custom of any Client with whom the Supplier worked with a view to providing goods or services to that Client in competition with the Business of the Company; or

(b)          at any time after Termination, represent himself as being connected with the Company in any Capacity.

12.          Confidential Information 

12.1        The Supplier acknowledges that in the course of the Engagement the Supplier will have access to Confidential Information. The Supplier has therefore agreed to accept the restrictions in this Clause 12.

12.2        The Supplier shall not (except in the proper course of his duties), either during the Engagement or at any time after the Termination Date, use or disclose to any third party other than a Subcontractor approved pursuant to Clause 7.3 (and shall use his best endeavours to prevent the publication or disclosure of) any Confidential Information or details of the terms of his Engagement, his pay, contract terms or conditions of work. This restriction does not apply to:

(a)          any use or disclosure authorised by the Company or required by law, regulation, or a governmental body or court of competent jurisdiction; or

(b)          any information which is already in, or comes into, the public domain otherwise than through the Supplier’s unauthorised disclosure.

12.3        The Supplier shall use his best endeavours to procure that any authorised recipient of Confidential Information does not disclose any Confidential Information to any third party other than:

(a)          as authorised by the Company or required by law, regulation, or a governmental body or court of competent jurisdiction’ or

(b)          where such information is already in, or comes into, the public domain otherwise than through the Supplier or Subcontractor’s unauthorised disclosure.

12.4        At any stage during the Engagement, the Supplier shall promptly on request return all and any Company Property in his possession to the Company.

12.5        The Supplier shall not (and shall procure that any Subcontractor shall not) disclose the existence of this Agreement to any third party or use the registered name or any trading name of the Company in any promotional or advertising material without the prior written consent of the Management.

13.          Data Protection 

13.1        Data Protection Legislation means the Data Protection Act 2018and any legislation and/or regulation implementing or made pursuant to them, or which amends, replaces, re-enacts or consolidates any of them.Personal Data, Data Controller and Data Processor, have meanings given to it under Data Protection Legislation. 

13.2        Translayte is the data controller for the purpose of Data Protection Legislation. The Data Controller is the controller and shall determine how Personal Data is to be processed under these Terms and Conditions.

13.3        The Processing of the Personal Data by any Data Processor shall solely be subject to the provisions of these terms and conditions and in compliance with the instructions of the Data Controller.

13.4        The Company may process personal data it collects from the Supplier in accordance with its Privacy Policy.

14.          Intellectual Property 

14.1        The Supplier hereby assigns to the Company all existing and future Intellectual Property Rights in the Works and the Inventions and all materials embodying these rights to the fullest extent permitted by law. Insofar as they do not vest automatically by operation of law or under this Agreement, the Supplier holds legal title in these rights and inventions on trust for the Company.

14.2        The Supplier undertakes:

(a)          to notify to the Company in writing full details of any Inventions promptly on their creation;

(b)          to keep confidential details of all Inventions;

(c)           whenever requested to do so by the Company and in any event on the termination of the Engagement, promptly to deliver to the Company all correspondence, documents, papers and records on all media (and all copies or abstracts of them), recording or relating to any part of the Works and the process of their creation which are in his possession, custody or power;

(d)          not to register nor attempt to register any of the Intellectual Property Rights in the Works, nor any of the Inventions, unless requested to do so by The Company; and

(e)          to do all acts necessary to confirm that absolute title in all Intellectual Property Rights in the Works and the Inventions has passed, or will pass, to the Company.

14.3        The Supplier warrants to the Company that:

(a)          the Supplier has not given and will not give permission to any third party to use any of the Works or the Inventions, nor any of the Intellectual Property Rights in the Works;

(b)          the Supplier is unaware of any use by any third party of any of the Works or Intellectual Property Rights in the Works; and

(c)           the use of the Works or the Intellectual Property Rights in the Works by the Company will not infringe the rights of any third party.

14.4        The Supplier agrees to indemnify the Company and keep it indemnified at all times against all or any costs, claims, damages or expenses incurred by the Company, or for which the Company may become liable, with respect to any intellectual property infringement claim or other claim relating to the Works or Inventions supplied by the Supplier of the Company during the course of providing the Services.

14.5        The Supplier waives any moral rights in the Works to which the Supplier is now or may at any future time be entitled under Chapter IV of the Copyright Designs and Patents Act 1988 or any similar provisions of law in any jurisdiction, including (but without limitation) the right to be identified, the right of integrity and the right against false attribution, and agrees not to institute, support, maintain or permit any action or claim to the effect that any treatment, exploitation or use of such Works or other materials infringes the Supplier’s moral rights.

14.6        The Supplier acknowledges that, except as provided by law, no further fees or compensation other than those provided for in this Agreement are due or may become due to the Supplier in respect of the performance of his obligations under this Clause 14.

14.7        The Supplier undertakes, at the expense of the Company, at any time either during or after the Engagement, to execute all documents, make all applications, give all assistance and do all acts and things as may, in the opinion of the Company or Management, be necessary or desirable to vest the Intellectual Property Rights in, and to register them in, the name of the Company and to defend the Company against claims that works embodying Intellectual Property Rights or Inventions infringe third party rights, and otherwise to protect and maintain the Intellectual Property Rights in the Works and the Inventions.

14.8        The Supplier hereby irrevocably appoints the Company to be his attorney to execute and do any such instrument or thing and generally to use his name for the purpose of giving the Company or its nominee the benefit of this Clause 14 and acknowledges in favour of a third party that a certificate in writing signed by any director or the secretary of the Company that any instrument or act falls within the authority conferred by this Clause 14 shall be conclusive evidence that this is the case.

14.9        For the avoidance of doubt. the Intellectual Property Rights in any content, documents or systems created for or by the Company which directly relate to the Company, the Business of the Company and the Service shall at all times belong to the Company.

14.10     All working tools (including but not limited to writing standards, email templates, Client notes, sales or marketing strategy, or any other documents or guides) given to the Company by the Supplier, or created by the Supplier during his Engagement with the Company shall represent the intellectual property of the Company. Such working tools may not be copied, sold, or used for any reason other than performance of the Services to Clients on behalf of the Company.

15.          Company Property 

15.1        All Company Property shall at all times remain the property of the Company.

15.2        All Company Property provided to the Supplier during the Engagement shall be used exclusively for providing the Services to Client on behalf of the Company. For the avoidance of doubt, any material use of the Company Property for any other reason shall constitute a material breach of this Agreement which shall entitle the Company to terminate this Agreement immediately without notice pursuant to Clause 16.1.

15.3        The Supplier may not sell, transfer or gift (or procure or permit any other person to sell, transfer, or gift) any Company Property to any third party.

16.          Termination 

16.1        Notwithstanding the provisions of Clause 2, the Company may terminate the Engagement with immediate effect with no liability to make any further payment to the Supplier (other than in respect of amounts accrued before the Termination Date) if at any time the Supplier:

(a)          commits any gross misconduct affecting the Business of the Company or any Group Company;

(b)          commits any breach of this Agreement;

(c)           provides a false transcript, proof of identity, address, or certificate, or CV containing material inaccuracies;

(d)          commits any serious or repeated breach or non-observance of any of the provisions of this Agreement or refuses or neglects to comply with any reasonable and lawful directions of the Company;

(e ) commits a breach of clause 7.1; 

(f)           is convicted of any criminal offence (other than an offence under any road traffic legislation in the United Kingdom or elsewhere for which a fine or non-custodial penalty is imposed);

(g)          is in the reasonable opinion of the Management negligent or incompetent in the performance of the Services;

(h)          is declared bankrupt or makes any arrangement with or for the benefit of his creditors or has a county court administration order made against him under the County Court Act 1984;

(i)            commits any fraud or dishonesty or acts in any manner which in the opinion of the Company or Management brings or is likely to bring the Supplier or the Company or any Group Company into disrepute or is materially adverse to the interests of the Company or any Group Company.

16.2        The rights of the Company under this Clause 16 are without prejudice to any other rights that it might have at law to terminate the Engagement or to accept any breach of this Agreement on the part of the Supplier as having brought the Agreement to an end. Any delay by the Company in exercising its rights to terminate shall not constitute a waiver of these rights.

16.3        The Supplier shall not be permitted to terminate this Agreement pursuant to Clause 2.3(b) unless all Jobs allocated to the Supplier have been completed.

16.4        The Company reserves the right to withhold payment of any sums due to the Supplier if the Supplier purports to terminate this Agreement other than in accordance with Clause 16.3.

17.          Obligations on Termination 

On the Termination Date the Supplier shall:

(a)          immediately deliver to the Company all Company Property in his possession or under his control;

(b)          irretrievably delete any information relating to the Business of the Company or any Group Company stored on any magnetic or optical disk or memory and all matter derived from such sources which is in his possession or under his control outside the premises of the Company; and

(c)           provide a signed statement that the Supplier has complied fully with his obligations under this Clause 17.

18.          Status 

18.1        The relationship of the Supplier to the Company will be that of independent Supplier and nothing in this Agreement shall render him an employee, worker, agent or partner of the Company and the Supplier shall not hold himself out as such.

18.2        This Agreement constitutes a contract for the provision of services and not a contract of employment and accordingly the Supplier shall be fully responsible for and shall indemnify the Company or any Group Company for and in respect of:

(a)          any income tax, National Insurance and social security contributions and any other liability, deduction, contribution, assessment, or claim arising from or made in connection with the performance of the Services, where the recovery is not prohibited by law. The Supplier shall further indemnify the Company against all reasonable costs, expenses and any penalty, fine or interest incurred or payable by the Company in connection with or in consequence of any such liability, deduction, contribution, assessment or claim other than where the latter arise out of the Company’s negligence or wilful default;

(b)          any liability arising from any employment-related claim or any claim based on worker status (including reasonable costs and expenses) brought by the Supplier or any Substitute against the Company arising out of or in connection with the provision of the Services.

19.          Notices 

19.1        Any notice given under this Agreement shall be in writing and signed by or on behalf of the party giving it and shall be served by sending it via email to the email address notified by the relevant party to the other party. Any such notice shall be deemed to have been received 24 hours from the time it was sent.

19.2        In proving such service it shall be sufficient to prove that the notice was transmitted by email to the email address of the relevant party.

20.          Variation 

No variation of this Agreement or of any of the documents referred to in it shall be valid unless it is in writing and signed by or on behalf of each of the parties.

21.          Counterparts 

This Agreement may be executed in any number of counterparts, each of which, when executed and delivered, shall be an original, and all the counterparts together shall constitute one and the same instrument.

22.          Entire Agreement and Previous Contracts

22.1        Each party on behalf of itself (and, in the case of the Company, as agent for any Group Companies) acknowledges and agrees with the other party (the Company acting on behalf of itself and as agent for each Group Company) that:

(a)          this Agreement together with any documents referred to in it constitutes the entire Agreement and understanding between the Supplier and the Company and any Group Company and supersedes any previous arrangement, understanding or Agreement between them relating to the Engagement (which shall be deemed to have been terminated by mutual consent);

(b)           in entering into this Agreement neither party nor any Group Company has relied on any Pre-Contractual Statement; and

(c)           each party agrees that the only rights and remedies available to it or arising out of or in connection with any Pre-Contractual Statement shall be for breach of contract. Nothing in this Agreement shall, however, limit or exclude any liability for fraud.

23.          Third Party Rights 

23.1        Except as expressly provided elsewhere in this Agreement a person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement but this does not affect any right or remedy of a third party which exists, or is available, apart from under that Act.

23.2        The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under this Agreement are not subject to the consent of any person that is not a party to this Agreement.

24.          Dispute and Applicable Law

24.1        Translayte has a formal complaints handling process. In the event of a complaint, Translayte will address the complaint and enter correspondence with the Supplier with a view to resolving it to mutual satisfaction. Translayte will, for its own part, use all reasonable endeavours to settle any dispute amicably, and would expect its clients to act in a similar manner. Any dispute that cannot be settled by the Parties themselves shall be settled by arbitration. 

24.2        Arbitration shall be governed by the rules laid down for the time being by the Association of Translation Companies in England, which will be supplied on request. The decision of the arbitration tribunal shall be final and binding on all parties involved. 

24.3        The Agreement shall be interpreted in accordance with the law of England and Wales.