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.
Last updated: 12th May 2026
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 Street, London, United Kingdom, N1 7GU (the "Company"); and
(2) The Supplier engaged in a contract for services with the Company (the "Supplier"),
(together the "Parties" and each a "Party").
Background
(A) The Company provides translation, post-editing, writing and editing services to businesses and individuals, and from time to time also provides notarisation, apostille and document shipping services.
(B) The Company operates a proprietary translation production platform branded "Cipher", which it is rolling out in stages across its production workflow. Where Cipher applies to a particular Job, Client content is processed through Cipher and made available to the Supplier for revision and finalisation.
(C) The Supplier wishes to provide services to the Company on the terms set out below.
(D) This Agreement governs the relationship between the Company and the Supplier and supersedes any previous arrangement, understanding or agreement between them relating to the Engagement.
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).
AI Tools: any third-party machine translation, generative artificial intelligence, large language model, neural translation or similar automated service, whether free or paid, including (without limitation) OpenAI/ChatGPT, Anthropic Claude, Google Translate, DeepL, Microsoft Translator and any successor or comparable service, but excluding Cipher and any other tool expressly approved in writing by the Company.
Apostille Services: the procurement of an apostille certificate (or, where the relevant country is not a party to the Hague Convention of 5 October 1961, equivalent legalisation) from the competent authority of a relevant jurisdiction in respect of a document on behalf of the Company or a Client.
Business Day: any day, excluding weekends and English bank holidays, between 9.00am and 6.00pm (London time).
Business of the Company: providing translation, post-editing, writing and editing services.
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 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.
Cipher: the Company’s proprietary translation production platform (currently accessible at cipher.translayte.com or as otherwise notified to the Supplier) and any successor or replacement system.
Cipher Output: any text, translation, suggestion, draft, segment or other material produced by Cipher (including any underlying machine translation or large language model integrated with Cipher) prior to the Supplier’s Revision.
Client: the person, firm or company that purchases Services from the Company.
Commencement Date: the date on which the Supplier first accepts these terms (whether electronically, by signature, or by accepting a Job after notice of these terms).
Company Property: all documents, books, manuals, materials, records, correspondence, papers and information (on whatever media and wherever located) relating to the Business of the Company or any Group Company or their Clients and business contacts; any equipment, credentials, keys, hardware or software provided for the Supplier’s use by the Company; the Cipher platform and Cipher Output; and any data or documents (including copies) produced, maintained or stored by the Supplier on the Company’s or the Supplier’s systems in connection with the Engagement.
Confidential Information: information in whatever form (including without limitation in written, oral, visual or electronic form, and wherever located) relating to the business, customers, products, affairs, finances, technology and operations of the Company or any Group Company, including (without limitation) Cipher and Cipher Output, prompts, models and configurations used in Cipher, Client documents and Personal Data, study guides, style guides, glossaries, translation memory, pricing, performance metrics (including the Supplier’s own Vendor Performance Score and any aggregated metrics), and any other information that the Supplier creates, develops, receives or obtains in connection with the Engagement, whether or not marked confidential.
Data Protection Legislation: the UK General Data Protection Regulation (UK GDPR), the Data Protection Act 2018, the Privacy and Electronic Communications (EC Directive) Regulations 2003, and any other data protection or privacy laws or regulations applicable to the processing carried out under this Agreement, in each case as amended or replaced from time to time.
Deadline: the date and time specified by the Company for completion of a Job, irrespective of whether any different information has been provided to the Supplier by the Client or any 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 applications), 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 registrable 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 and made available to the Supplier in accordance with the Company’s terms and conditions.
Job Board: the confidential database provided to the Supplier to enable the Supplier to view available Jobs, accept Jobs, manage progress, submit completed Works, set availability, request payouts, and update their profile.
Management: the Board of Directors of the Company (including any Committee of the Board duly appointed by it) and any senior officer to whom Management has delegated the relevant authority.
Notarisation Services: the notarisation of a document by the Supplier in their capacity as a notary public (or equivalent officer authorised by the law of the relevant jurisdiction) on behalf of the Company or a Client.
Personal Data, Controller, Processor, Sub-processor, Data Subject, Processing: have the meanings given to those terms (or their equivalents) in the Data Protection Legislation.
Policies: those policies of the Company in force from time to time and made available to Suppliers, including (without limitation) those relating to data protection, anti-bribery, sanctions, equal treatment, complaints, use of AI Tools, certified translations, and the Cipher production workflow.
Post-Editing or Revision: the Supplier’s review, correction, refinement and finalisation of Cipher Output to meet the Company’s quality standards and the requirements of the relevant Job.
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 their capacity as a Supplier to the Company or any Group Company, as more particularly described in the Schedule, including (without limitation) Revision of Cipher Output, translation from source, writing, editing, proofreading, certification of translations where applicable, Notarisation Services, Apostille Services, and Shipping Services.
Shipping Provider: the shipping platform used by the Company from time to time to generate shipping labels and arrange carriage (at the date of this Agreement, EasyShip, or such other provider as the Company may use from time to time).
Shipping Services: the despatch by the Supplier of physical documents to a Client (or a person nominated by the Client) on behalf of the Company, whether using a label generated by the Shipping Provider or by independent shipping arrangement, in each case as further described in Clause 6.
Subsidiary and Holding 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.
Verification Provider: any third-party identity verification, KYC, AML or sanctions screening service used by the Company from time to time, including (at the date of this Agreement) Persona.
Vendor Performance Score or VPS: a score maintained by the Company in respect of the Supplier and used in accordance with Clause 9.
Works: all records, translations, post-edited content, Revisions of Cipher Output, reports, documents, papers, drawings, designs, transparencies, photos, graphics, logos, translation memory, glossaries, typographical arrangements, software, and all other materials in whatever form (including hard copy and electronic form) prepared, generated or revised by the Supplier in the provision of the Services, but excluding the underlying Cipher Output prior to Revision.
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 in force from time to time, 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 email and communications via the Company’s website, platforms or Job Board.
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 and the Policies form part of, and are incorporated into, this Agreement. In the event of conflict, the body of this Agreement prevails over the Schedule, and the Schedule prevails over the Policies, unless the Policy expressly states otherwise.
2. Term and 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 is not obliged to allocate any Job to the Supplier, and the Supplier is not obliged to accept any Job offered. The relationship is non-exclusive on both sides.
2.3 The Engagement shall commence on the Commencement Date and shall continue until terminated:
(a) as provided by the terms of this Agreement;
(b) by either Party giving the other not less than thirty (30) days’ prior written notice; or
(c) automatically, if the Supplier neither accepts a Job nor otherwise communicates with the Company for a continuous period of four (4) weeks.
2.4 Where this Agreement is terminated under Clause 2.3(c) and the Supplier wishes to resume working with the Company, the Supplier shall accept the version of these terms in force at the date of resumption, and shall complete any re-verification required under Clause 3.
3. Supplier Eligibility, Identity Verification and Sanctions Screening
3.1 The Supplier acknowledges that satisfactory identity verification, sanctions screening and ongoing compliance checks are a condition of providing the Services and of receiving payment under this Agreement.
3.2 Prior to accepting any Job, requesting any payout, or receiving any payment from the Company, the Supplier shall:
(a) complete identity verification using the Verification Provider designated by the Company from time to time;
(b) provide accurate proof of identity, address, qualifications and right to provide the Services in the relevant jurisdiction;
(c) consent to the Company sharing the Supplier’s information with the Verification Provider, the Company’s payment processors, banking partners, regulators, and other parties where necessary for verification, payment processing or regulatory compliance; and
(d) keep all such information current, and notify the Company in writing of any material change (including a change of legal name, address, nationality, residency, tax status or banking information) within seven (7) days.
3.3 The Supplier acknowledges and agrees that:
(a) the Company may disable, restrict or condition the Supplier’s access to the Job Board, to payouts, to Cipher and to other Company systems pending successful verification or re-verification;
(b) the Company may require re-verification at any time, including (without limitation) on a periodic basis, where the Company suspects fraud or impersonation, where the Verification Provider flags an issue, or where the Supplier’s personal, identity or banking information changes; and
(c) the Company may conduct sanctions and AML screening at onboarding and on an ongoing basis, and may refuse to engage or continue engaging any Supplier where such screening returns an adverse result; and
(d) re-verification through the Verification Provider will be required, and payouts will be suspended pending successful re-verification, whenever the Supplier updates their banking details, payment information, legal name, address, or identity documents, regardless of the Supplier’s prior verification status.
3.4 The Supplier warrants on a continuing basis that:
(a) all identity, qualification, tax and payment information provided to the Company is true, accurate, complete and not misleading;
(b) the Supplier is not the subject of any sanction, freezing order, criminal conviction for fraud or dishonesty, or other restriction that would prevent the Supplier from lawfully providing the Services or receiving payment;
(c) the Supplier is the natural person whose identity has been verified by the Verification Provider, and is performing the Services personally (subject to Clause 12);
(d) no other person has been engaged, permitted or invited by the Supplier to assume or impersonate the Supplier’s identity in connection with the Engagement; and
(e) where the Supplier provides Services through or in the name of a legal entity, the Supplier has full authority to bind that entity and to procure that entity’s compliance with these terms.
3.5 Any breach of Clause 3.2, 3.3 or 3.4, or any act of identity misrepresentation, impersonation, refusal to verify, or provision of false documentation, shall constitute a material breach of this Agreement entitling the Company to terminate the Engagement immediately under Clause 22, and to apply Clauses 14.6 and 14.7 (suspension and forfeiture).
4. Supplier Obligations
4.1 During the Engagement the Supplier shall:
(a) provide the Services in accordance with the Company’s specifications and any applicable Policies, complete all assignments previously accepted, and submit the Works for review by the Company and/or an independent third party;
(b) take all reasonable steps to ensure the Works are returned within the agreed Deadline and to the project specification;
(c) inform the Company in writing immediately on becoming aware that they will or may be unable to complete a Job on time;
(d) ensure the accuracy of any certified translations they sign or certify, subject to the carve-outs in Clause 5.4, and reject in writing any request from the Company or a Client that the Supplier reasonably believes would render the Works inaccurate or misleading;
(e) cooperate in good faith with quality assurance, identity verification, sanctions screening, AI safety and compliance processes;
(f) maintain reasonable communication with the Company during the period in which a Job is being performed.
4.2 The Company reserves the right not to pay for Services not completed by the Deadline, subject to Clauses 7 and 14.
4.3 If there is evidence that the quality of the Works is below the standard required by the Job specification and the Supplier cannot bring the Works up to the required standard within a reasonable opportunity, the Company has the right to terminate the Engagement and to withhold or reduce payment proportionately.
4.4 Any decision under Clause 4.3 may be challenged by the Supplier in writing to Management within fourteen (14) days. Management shall consider the challenge in good faith and respond in writing within a reasonable period.
4.5 Unless specifically authorised in writing by the Company, the Supplier shall not:
(a) incur any expenditure in the name of, or for the account of, the Company; or
(b) hold themselves out as having authority to bind the Company.
4.6 The Supplier shall take all reasonable steps to offer the Company (or cause to be offered) any Business Opportunities promptly on becoming aware of them, unless to do so would result in a breach by the Supplier of any obligation of confidentiality or fiduciary duty owed to a third party.
5. Production Workflow: Use of Cipher and Restrictions on AI Tools
5.1 The Company is progressively rolling out the use of Cipher across its production workflow, and at the date of this Agreement Cipher applies to specific categories of Job rather than all Jobs. Where the Company indicates on the Job Board or in the Job specification that a Job is to be performed as a Cipher Job, the Company will use Cipher to generate an initial translation or output, and the Supplier is engaged to revise, refine, correct and finalise that output as Revision of Cipher Output. Fees set for Cipher Jobs may differ from fees for translation performed from a blank source, and the Supplier accepts each Job on the basis indicated.
5.2 When performing Revision on a Cipher Job, the Supplier shall:
(a) use Cipher and the Company’s other approved systems only;
(b) bring the Cipher Output up to the quality standard required by the Job specification, correcting errors, mistranslations, inaccuracies, terminology issues, inappropriate register, omissions, and any other defects in the Cipher Output;
(c) report to the Company any persistent or systemic issues with Cipher Output that the Supplier identifies, to enable the Company to improve the system; and
(d) flag (rather than silently amend) any change of substantive meaning where the Supplier considers the Cipher Output to be ambiguous, unreliable, or in need of source verification; and
(e) where the Cipher Job is for a certified or sworn translation, the Supplier acknowledges that editing and reviewing the Cipher Output to the required quality standard and certifying the final translation in accordance with Clause 5.4 are both required parts of the same Job (not separate engagements), and the Job fee is inclusive of certification.
5.3 The Supplier shall not, in connection with any Job, any Cipher Output, any Confidential Information or any Personal Data:
(a) input, upload, paste, transmit or otherwise disclose any source text, Cipher Output, Client document, Personal Data or Confidential Information into any AI Tool;
(b) incorporate the output of any AI Tool (other than Cipher) into the Works; or
(c) use any Company or Client material to train, fine-tune, evaluate, benchmark or otherwise improve any AI Tool.
Breach of Clause 5.3 shall constitute a material breach of this Agreement and a breach of Clauses 16 (Confidentiality) and 17 (Data Protection).
5.4 Certified translations.
(a) Where the Supplier signs or otherwise certifies a translation as accurate, the Supplier remains legally responsible for the accuracy of the certified Works.
(b) The Supplier shall not certify any translation containing Cipher Output that the Supplier has not reviewed and is not satisfied as to.
(c) The Supplier may decline to certify a translation where, having performed Revision in good faith, the Supplier does not believe the Works are accurate. The Supplier shall explain the reason in writing to the Company.
(d) The Supplier shall remain liable for inaccuracies in the certified Works, including any inaccuracy originating in the Cipher Output, to the extent such inaccuracy could reasonably have been identified or prevented by the Supplier during Revision performed in accordance with the Company’s specifications. The Supplier’s indemnity under Clause 18.4 shall extend accordingly, but shall not extend to inaccuracies that could not reasonably have been so identified or prevented.
5.5 The Company may publish Policies from time to time governing the use of Cipher, the handling of Cipher Output, the categories of Jobs subject to Revision rather than translation from source, and the permitted and prohibited use of AI Tools. The Supplier shall comply with such Policies, which form part of this Agreement.
6. Notarisation, Apostille and Shipping Services
6.1 From time to time the Company may engage the Supplier to provide Notarisation Services, Apostille Services or Shipping Services, either as part of a translation Job or as a standalone engagement. Clause 5 (Cipher) and Clause 5.4 (certified translations) do not apply to such services, except where notarisation or apostille is performed in respect of a translation also produced under this Agreement.
6.2 Notarisation Services. Where the Supplier is engaged to provide Notarisation Services, the Supplier:
(a) shall hold all qualifications, accreditations, registrations and authority required by the law of the jurisdiction in which the notarisation is to take place, and shall provide evidence of the same to the Company on request;
(b) shall perform the notarisation in accordance with the rules of the relevant notarial body and any applicable law, and shall maintain such notarial records as required;
(c) shall not notarise any document without satisfying themselves (in accordance with applicable rules) as to the identity of the signatory and the authenticity of the document; and
(d) shall promptly notify the Company in writing of any refusal to notarise, together with the reason for the refusal; and
(e) shall not delegate, subcontract or outsource the notarisation to any third party (including any other notary public) except in accordance with Clause 12 (Subcontracting), and shall in any event remain responsible for the quality, timeliness and lawfulness of any notarisation performed by an approved Subcontractor.
6.3 Apostille Services. Where the Supplier is engaged to provide Apostille Services, the Supplier:
(a) shall obtain apostille certification from the competent authority of the relevant jurisdiction in accordance with the Hague Convention of 5 October 1961 Abolishing the Requirement of Legalisation for Foreign Public Documents (or shall arrange equivalent legalisation where the relevant country is not a party to that Convention);
(b) shall use only the official competent authority of the relevant jurisdiction and shall not engage any unauthorised intermediary;
(c) shall keep the Company informed of progress and provide tracking, reference numbers or other evidence of the status of the apostille on request; and
(d) shall return the apostilled documents to the Company or, where instructed, despatch them in accordance with Clause 6.4.
6.4 Shipping Services. Where the Supplier is engaged to ship physical documents to a Client (or to a person nominated by the Client) on behalf of the Company:
(a) the Company will indicate in the Job specification whether the Supplier is to (i) ship using a shipping label generated through the Shipping Provider, or (ii) arrange shipping independently;
(b) where the Supplier is to use a Company-generated label, the Supplier shall ship the documents using the label provided, by the carrier and service level specified by the Company, within the despatch timeframe stated in the Job, and shall obtain proof of postage at despatch;
(c) where the Supplier is to arrange shipping independently, the Supplier shall use a reputable carrier offering tracking and (where the value or sensitivity of the documents warrants) signature on delivery; the Supplier shall obtain the Company’s prior written approval of the proposed carrier and service level if the shipping cost is to be reimbursed by the Company under Clause 6.5;
(d) the Supplier shall promptly provide the Company with tracking information, proof of postage, and any other shipping evidence reasonably requested;
(e) the Supplier shall handle and package documents with reasonable care having regard to their value and sensitivity, and shall ensure that documents are not damaged, marked or otherwise rendered unfit for delivery before despatch;
(f) the Supplier shall be fully responsible for any loss, damage, error or non-compliance arising prior to delivery of the documents to the carrier, including (without limitation) any issues relating to packaging, handling, labelling, addressing or preparation of the shipment, and shall further be liable for any loss, damage or delay arising from the Supplier’s failure to use the specified label, carrier or service level. The Supplier shall not be liable for loss, damage or delay caused by the carrier or other matters genuinely outside the Supplier’s reasonable control after the documents have been handed to the carrier, provided that the Supplier (i) provides timely tracking information and proof of postage to the Company and (ii) complies promptly with any reasonable request to assist the Company in pursuing a claim against the carrier; and
(g) the Supplier shall not retain any copy of any shipped document beyond the period necessary to perform the Services, and shall comply with Clauses 16 (Confidentiality) and 17 (Data Protection) in respect of any Personal Data contained in the documents.
6.5 Reimbursement of shipping costs. Where the Company has expressly agreed in writing to reimburse the Supplier for shipping costs incurred under Clause 6.4(c), the Supplier shall submit receipts and the agreed amount will be added to the Supplier’s next payout, subject to the verification gating in Clause 14.5.
6.6 Insurance for shipped documents. Where documents being shipped are of significant value or sensitivity (including original certificates, identity documents, court papers, or legalised documents), the Company may require the Supplier to use insured or tracked services and may direct the level of cover. The Supplier shall comply with any such direction.
6.7 The Company may publish Policies from time to time governing Notarisation, Apostille and Shipping Services (including approved carriers, packaging standards, despatch timeframes and document-handling requirements). The Supplier shall comply with such Policies, which form part of this Agreement.
7. Amendments
7.1 The Supplier shall perform all amendments reasonably requested by the Company within twenty-four (24) hours of receiving the request (or such other period as the Company may specify having regard to the nature of the amendment). The Supplier acknowledges that Works are released to the Client only after the Company’s quality assurance team has reviewed and accepted them.
7.2 If the Supplier submits Works that fail to meet the requirements of the Job and the Supplier is unable to amend them within the required timeframe, the Company reserves the right (a) not to pay the Supplier for the Job and/or (b) to subcontract the amendments to another Supplier at the original Supplier’s reasonable cost, which may be deducted under Clause 14.8.
8. Deadlines
8.1 The Company reserves the right to:
(a) deduct up to fifty per cent (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; and
(b) remove the Supplier from a Job if the Supplier:
(i) does not maintain adequate communication with the Company during the performance period; or
(ii) does not adequately demonstrate to the Company, on reasonable request, that the Job is being performed and will be completed by the Deadline.
8.2 The Supplier shall alert Management at the earliest opportunity if any problem with meeting the Deadline is foreseen. Management may at its sole and absolute discretion extend the Deadline.
8.3 For the purposes of Clause 8.1, where Management grants an extension to the Deadline, Management may also decide at its discretion that no Deadline Penalty shall be imposed. Where no extension is granted, the original Deadline applies.
8.4 No extension to a Deadline is valid unless the Supplier has received written confirmation of such extension from the Company.
8.5 The Supplier is solely responsible for delivering the completed Works through the Job Board (or such other means as the Company specifies) by the Deadline. The Supplier acknowledges that Works submitted are subject to quality review by the Company and may be returned for amendment.
8.6 Any Works considered incomplete by the Company at the Deadline may be classified as having missed the Deadline and may, at the Company’s discretion, be subject to the Deadline Penalty.
9. Vendor Performance Score
9.1 The Company shall maintain a Vendor Performance Score for each Supplier. The VPS reflects the Supplier’s overall performance and may take into account factors including (without limitation):
(a) the quality of the Works as assessed by the Company’s quality assurance process;
(b) the accuracy and completeness of Revisions to Cipher Output;
(c) adherence to Deadlines;
(d) responsiveness and communication;
(e) compliance with these terms and with the Policies;
(f) Client feedback and complaints; and
(g) any reported breaches, incidents or compliance flags.
9.2 The Company uses the VPS to:
(a) prioritise the Supplier for future Jobs;
(b) determine the categories or tiers of Job for which the Supplier is eligible;
(c) inform decisions about training, support, or improvement plans; and
(d) inform decisions about whether to continue the Engagement.
9.3 The VPS is calculated using a combination of automated metrics and human review. A decision to terminate the Engagement, or to materially reduce the Supplier’s eligibility for Jobs over a sustained period, on the basis of the VPS will not be taken solely by automated means. The Supplier shall have the opportunity to make written representations before such a decision becomes final, except where:
(a) the action is required by reason of fraud, identity misrepresentation, sanctions, or another matter that would in any event entitle the Company to terminate immediately under Clause 22; or
(b) the Supplier has already had a reasonable opportunity to remediate and has failed to do so.
9.4 The Supplier may request a summary of the principal factors affecting their current VPS by giving written notice to the Company. The Company shall respond within a reasonable period (and in any event within thirty (30) days). The Supplier may submit written representations regarding any aspect of the VPS, which the Company shall consider in good faith.
9.5 The Supplier acknowledges that fluctuations in the VPS, and corresponding fluctuations in Job availability, do not, in themselves, give rise to any contractual claim by the Supplier against the Company. The Company remains under no obligation to allocate Jobs (Clause 2.2).
9.6 The VPS and the methodology used to calculate it are Confidential Information of the Company. The Supplier shall not disclose their VPS, the VPS of any other Supplier, or any aspect of the VPS methodology to any third party.
9.7 The Company may change the criteria, weightings and methodology used to calculate the VPS at any time and may re-calculate the VPS of any or all Suppliers on the basis of the updated criteria. Such changes do not require the Supplier’s consent, and updated criteria shall apply prospectively from the date the Company implements them.
10. Professional Conduct
10.1 The Supplier shall at all times act with respect, professionalism and courtesy towards Clients, other suppliers, and employees and contractors of the Company.
10.2 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. This applies equally to communications on social media and in any public forum.
10.3 The Supplier shall at all times in performance of its duties comply with all applicable laws and regulations and with all Policies of the Company from time to time published.
11. Treatment of Clients
11.1 The Supplier shall treat each Client equally and shall not offer preferential treatment (whether in relation to price, deadline or otherwise) to any Client, whether a colleague, friend or family member or otherwise.
11.2 No variation to a term of a Job shall be agreed directly with a Client without the prior written consent of Management.
11.3 The Supplier shall not communicate with the Client directly outside the channels approved by the Company, and shall not provide the Client with the Supplier’s personal contact details or those of any associate, unless expressly authorised by the Company.
12. Subcontracting
12.1 The Supplier shall complete every Job assigned to it by the Company and shall not (without the prior written consent of Management) delegate, subcontract or otherwise procure that the Job is performed by a third party. Any breach of this Clause 12.1 shall be a material breach of this Agreement entitling the Company to terminate the Engagement under Clause 22 immediately without notice.
12.2 Where the Supplier wishes to subcontract any part of a Job to a third party (the "Subcontractor"), the Supplier shall notify the Company in writing and provide such information about the Subcontractor as the Company may reasonably request, including evidence of qualifications. The Company shall be permitted to perform checks as to the Subcontractor’s suitability, including identity verification through the Verification Provider. The Company at its sole and absolute discretion shall be permitted to approve the Subcontractor.
12.3 No Subcontractor may perform any part of any Job until the Subcontractor has (a) been approved by the Company in writing and (b) successfully completed identity verification through the Verification Provider on the same basis as the Supplier under Clause 3.
12.4 The Supplier shall procure that any approved Subcontractor enters into a written agreement with the Supplier on terms substantially equivalent to this Agreement (including in respect of confidentiality, data protection, restrictions on AI Tools, and intellectual property). The Company shall have no obligation to pay the Subcontractor for any work performed in relation to a Job.
12.5 The Company may at its sole and absolute discretion and without giving reasons withdraw its approval of any Subcontractor and/or its consent for the Subcontractor to work on any Job. In such circumstances, the Supplier shall procure that the Subcontractor immediately ceases to work on the relevant Jobs.
12.6 Where an approved Subcontractor performs all or part of a Job, the Supplier shall at all times remain responsible for the quality, accuracy and timeliness of the work performed by the Subcontractor, and for ensuring that any minimum performance criteria published by the Company are adhered to by the Subcontractor. The Supplier shall further remain responsible for the Subcontractor’s compliance with Clauses 5 (AI Tools), 16 (Confidentiality) and 17 (Data Protection).
13. Other Activities
13.1 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, nor 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; and
(c) the Supplier shall give priority to the provision of the Services to the Company over any other business activities undertaken by the Supplier in respect of any Job the Supplier has accepted.
13.2 For twelve (12) months after the Termination Date, the Supplier shall not:
(a) solicit or endeavour to entice away from the Company the business or custom of any Client with whom the Supplier worked during the Engagement with a view to providing competing goods or services; or
(b) represent themselves as being connected with the Company in any Capacity.
14. Fees, Payment and Forfeiture
14.1 The fee for each Job shall be as stated on the Job Board, in the relevant Purchase Order, or as agreed in writing with the Project Manager. The Supplier acknowledges that fees for Revision of Cipher Output may differ from fees for translation performed from a blank source, and that fees may vary by Job tier and by VPS.
14.2 There is no obligation on the Supplier to accept any Job (Clause 2.2).
14.3 The Supplier shall request payment by submitting a Payout Request form on the Company’s website, or by such other means as the Company specifies, in each case detailing the Services provided and the fees payable (plus VAT if applicable). All payout requests must relate to Jobs which have passed the Company’s quality checks.
14.4 Subject to Clauses 14.5 to 14.10, the Company shall pay properly submitted and approved payout requests within thirty (30) days of receipt.
14.5 Verification gating. The Company is not obliged to release any payment to a Supplier whose identity verification, sanctions screening or other compliance check is incomplete, has expired, or has returned an adverse result. The Company may suspend payouts in such circumstances without breach of Clause 14.4, and payments shall resume only on the Supplier successfully completing the required verification, save where the Company has reasonable grounds to apply Clauses 14.6 or 14.7.
14.6 Suspension pending investigation. The Company may suspend all payouts to a Supplier where the Company has reasonable grounds to suspect fraud, impersonation, identity misrepresentation, breach of sanctions, money laundering, or other material breach of this Agreement by the Supplier. The Company shall notify the Supplier of the suspension and the general nature of the concern (subject to any legal restrictions on disclosure) and shall act reasonably in the conduct of any investigation.
14.7 Forfeiture. Where, following investigation, the Company concludes on reasonable evidence that the Supplier has:
(a) impersonated another person or permitted another person to impersonate them;
(b) provided false or materially misleading identity, qualification, tax or payment information;
(c) engaged in fraud, money laundering or sanctions evasion in connection with the Engagement;
(d) submitted Works of such materially substandard quality that the Works are not, in the Company’s reasonable opinion, fit for purpose, including (without limitation) Works requiring substantial rework by the Company or by another supplier, or Works in respect of which the Company has been required to refund the Client; or
(e) committed any other material breach justifying termination under Clause 22,
then the Company may forfeit all or part of the sums otherwise due to the Supplier in respect of Jobs affected by such conduct, and may recover (by set-off or as a debt) all or part of any sums already paid to the Supplier in respect of such Jobs. The Supplier waives any claim to such forfeited sums to the maximum extent permitted by law.
14.8 The Company may deduct from any sums payable to the Supplier any Deadline Penalty, subcontracting costs incurred under Clause 7.2, refunds owed to Clients in respect of the Supplier’s Works, and any other sums the Supplier owes the Company or any Group Company from time to time.
14.9 Payment in full or in part of any fees claimed by the Supplier shall be without prejudice to any claim or right of the Company or any Group Company against the Supplier in respect of the Services.
14.10 Where the Company has paid a sum to the Supplier and subsequently discovers (within a reasonable period) that the sum was paid in respect of Works affected by conduct falling within Clause 14.7, the Company may recover the sum from the Supplier as a debt or by set-off against any future amounts that would otherwise become payable.
15. Expenses
The Supplier shall bear their own expenses incurred in the course of the Engagement.
16. Confidentiality
16.1 The Supplier acknowledges that in the course of the Engagement the Supplier will have access to Confidential Information, and has therefore agreed to accept the restrictions in this Clause 16.
16.2 The Supplier shall not (except in the proper course of their 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 under Clause 12 (and shall use best endeavours to prevent the publication or disclosure of) any Confidential Information, details of the terms of their Engagement, their 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.
16.3 Without limiting Clause 16.2, the Supplier shall not (and shall procure that any Subcontractor shall not) input, upload, paste, transmit or otherwise disclose any Confidential Information (including any Cipher Output, source text or Client document) into any AI Tool. Any disclosure to an AI Tool is deemed a disclosure to a third party for the purposes of this Clause 16.
16.4 The Supplier shall use 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, 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’s or Subcontractor’s unauthorised disclosure.
16.5 At any stage during the Engagement, the Supplier shall promptly on request return all Company Property in their possession to the Company.
16.6 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, any trading name or any logo of the Company in any promotional or advertising material, without the prior written consent of Management.
17. Data Protection
17.1 The Parties acknowledge that in the course of the Engagement Personal Data will be processed in the following ways:
(a) the Company processes Personal Data relating to the Supplier (including identity, contact, financial and verification data) as Controller, in accordance with its Privacy Policy and the Data Protection Legislation. Where the Company shares such Personal Data with the Verification Provider or other third parties, it does so in accordance with the Data Protection Legislation;
(b) the Company is the Controller (and in some cases a Processor for the Client) in respect of Personal Data contained in Client documents passed to the Supplier for the performance of Services. The Supplier acts as a Processor (or Sub-processor) in respect of such Personal Data.
17.2 Where the Supplier processes Personal Data on behalf of the Company under Clause 17.1(b), the Supplier shall:
(a) process the Personal Data only on the documented instructions of the Company (which include the instructions set out in this Agreement and the relevant Job specification), and only to the extent and in the manner necessary for the performance of the Services;
(b) ensure that any persons authorised to process the Personal Data are subject to a duty of confidentiality;
(c) implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk, including (without limitation) protecting the Personal Data against accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, the Personal Data;
(d) not engage any Sub-processor without the prior specific or general written authorisation of the Company (and in any event subject to Clause 12 above), and where such authorisation is given, impose on the Sub-processor the same data protection obligations as set out in this Clause 17;
(e) taking into account the nature of the processing, assist the Company by appropriate technical and organisational measures, insofar as this is possible, in fulfilling the Company’s obligations to respond to requests from Data Subjects exercising their rights under the Data Protection Legislation;
(f) assist the Company in ensuring compliance with the Company’s obligations relating to security, breach notification, data protection impact assessments and prior consultation, taking into account the nature of the processing and the information available to the Supplier;
(g) notify the Company without undue delay (and in any event within 24 hours) of becoming aware of any actual or suspected Personal Data breach or unauthorised disclosure;
(h) at the choice of the Company, delete or return all Personal Data to the Company at the end of the provision of Services relating to processing, and delete existing copies unless storage is required by law; and
(i) make available to the Company all information necessary to demonstrate compliance with this Clause 17, and allow for and contribute to audits, including inspections, conducted by the Company or another auditor mandated by the Company, on reasonable notice and during business hours.
17.3 The Supplier shall not transfer Personal Data outside the United Kingdom or the European Economic Area without the prior written consent of the Company and, where given, only subject to appropriate safeguards as required by the Data Protection Legislation.
17.4 The Supplier shall not (without prejudice to Clauses 5 and 16) disclose any Personal Data to any AI Tool, nor use any AI Tool that processes Personal Data outside the controls established by the Company.
17.5 The Company may process Personal Data it collects from the Supplier in accordance with its Privacy Policy, which is available on the Company’s website. The Privacy Policy describes (among other things) the categories of Personal Data processed, the purposes of processing, the parties with whom the Personal Data is shared (including the Verification Provider), retention periods, and Data Subject rights.
17.6 The Supplier acknowledges that elements of the Company’s decision-making about Suppliers (including the calculation of the VPS) involve automated processing. Such decisions are subject to human review in accordance with Clause 9.3.
18. Intellectual Property
18.1 The Supplier hereby assigns to the Company, with full title guarantee, 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. To the extent that 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.
18.2 For the avoidance of doubt, all Intellectual Property Rights in Cipher and in Cipher Output (prior to Revision) belong to the Company. The Supplier acquires no rights in Cipher or Cipher Output other than the limited right to access and use Cipher for the purpose of performing the Services.
18.3 The Supplier undertakes:
(a) to notify the Company in writing of full details of any Inventions promptly on their creation;
(b) to keep confidential the details of all Inventions;
(c) whenever requested 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 their possession, custody or power;
(d) not to register or 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.
18.4 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, or 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) subject to Clause 18.5, 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.
18.5 The warranties and indemnity in this Clause 18 extend to any infringement or claim arising from or attributable to the Cipher Output prior to Revision only to the extent such infringement could reasonably have been identified or prevented by the Supplier during Revision, or where the infringement results from the Supplier’s own acts, omissions or revisions. The Supplier’s warranty under Clause 18.4(c) is given in respect of the Supplier’s Revisions and any additional content authored by the Supplier.
18.6 The Supplier agrees to indemnify the Company and keep it indemnified at all times against any costs, claims, damages or expenses incurred by the Company, or for which the Company may become liable, in connection with any breach of the warranties given in Clause 18.4 (as qualified by Clause 18.5).
18.7 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 (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.
18.8 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 their obligations under this Clause 18.
18.9 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.
18.10 The Supplier hereby irrevocably appoints the Company to be their attorney to execute and do any such instrument or thing and generally to use their name for the purpose of giving the Company or its nominee the benefit of this Clause 18, 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 shall be conclusive evidence that this is the case.
18.11 All working tools (including style guides, glossaries, 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 the Engagement, 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.
19. Company Property
19.1 All Company Property shall at all times remain the property of the Company.
19.2 All Company Property provided to the Supplier during the Engagement shall be used exclusively for providing the Services to Clients on behalf of the Company. Any material use of Company Property for any other reason shall constitute a material breach of this Agreement and entitle the Company to terminate this Agreement immediately under Clause 22.
19.3 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.
20. Insurance and Liability
20.1 Where the Supplier provides certified translations or translations of legal, medical, financial, immigration or similarly high-risk documents, the Company may require the Supplier to maintain in force professional indemnity insurance with a reputable insurer at a level appropriate to the work undertaken, and to provide evidence of such cover on request.
20.2 The Supplier shall be liable to the Company for any loss, cost, damage, claim, expense or liability suffered or incurred by the Company arising out of or in connection with any breach by the Supplier of this Agreement, subject to the carve-outs in Clauses 5.4 and 18.5.
20.3 Nothing in this Agreement shall limit or exclude the liability of either Party for (a) death or personal injury caused by negligence, (b) fraud or fraudulent misrepresentation, or (c) any other liability that cannot lawfully be excluded or limited.
21. Anti-Bribery, Modern Slavery and Sanctions Compliance
21.1 The Supplier shall (and shall procure that its Subcontractors shall):
(a) comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption (including the Bribery Act 2010);
(b) comply with all applicable laws, statutes and regulations relating to modern slavery and human trafficking (including the Modern Slavery Act 2015);
(c) comply with all applicable economic, trade and financial sanctions laws and regulations, and not facilitate any breach of such laws or regulations by the Company; and
(d) promptly report to the Company any request or demand for any undue financial or other advantage of any kind received by the Supplier in connection with the performance of this Agreement.
21.2 Breach of this Clause 21 shall be a material breach entitling the Company to terminate immediately under Clause 22.
22. Termination
22.1 Notwithstanding the provisions of Clause 2, the Company may terminate the Engagement with immediate effect and with no liability to make any further payment to the Supplier (save in respect of properly invoiced fees for Services accepted by the Company before the date of termination, and subject to Clauses 14.6 and 14.7) 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 Clause 3 (verification), Clause 5 (Cipher and AI Tools), Clause 12.1 (subcontracting), Clause 16 (confidentiality), Clause 17 (data protection), Clause 18 (intellectual property) or Clause 21 (anti-bribery, modern slavery and sanctions);
(c) provides a false transcript, proof of identity, address, banking detail, qualification or certificate, or a CV containing material inaccuracies, or impersonates (or allows themselves to be impersonated by) another person;
(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) 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);
(f) is in the reasonable opinion of Management negligent or incompetent in the performance of the Services;
(g) is declared bankrupt or makes any arrangement with or for the benefit of their creditors, or has a county court administration order made against them under the County Courts Act 1984;
(h) 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; or
(i) is subject to any sanction, freezing order or regulatory action that would prevent the Company from lawfully engaging the Supplier or paying the Supplier.
22.2 The rights of the Company under this Clause 22 are without prejudice to any other rights 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 those rights.
22.3 The Supplier shall not be permitted to terminate this Agreement under Clause 2.3(b) unless all Jobs allocated to the Supplier have been completed (or transferred with the Company’s written consent).
22.4 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 22.3.
23. Obligations on Termination
On the Termination Date the Supplier shall:
(a) immediately deliver to the Company all Company Property in their possession or under their control;
(b) irretrievably delete any information relating to the Business of the Company or any Group Company stored on any electronic device, magnetic or optical disk or memory, or other medium, and all matter derived from such sources, which is in their possession or under their control outside the premises and systems of the Company; and
(c) provide a signed statement that the Supplier has complied fully with their obligations under this Clause 23.
24. Survival
The provisions of Clauses 1 (Interpretation), 5.4 (Certified translations carve-out), 9.6 (VPS confidentiality), 13.2 (Post-termination restrictions), 14.7 and 14.10 (Forfeiture and clawback), 16 (Confidentiality), 17 (Data Protection), 18 (Intellectual Property), 20 (Insurance and Liability), 23 (Obligations on Termination), this Clause 24, 25 (Status), 29 (Entire Agreement), 30 (Third Party Rights), and 31 (Disputes and Applicable Law) shall survive termination of this Agreement, together with any other provision that by its nature is intended to survive termination.
25. Status
25.1 The relationship of the Supplier to the Company is that of independent contractor. Nothing in this Agreement shall render the Supplier an employee, worker, agent or partner of the Company, and the Supplier shall not hold themselves out as such.
25.2 This Agreement constitutes a contract for the provision of services and not a contract of employment. 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; and
(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 approved Subcontractor against the Company arising out of or in connection with the provision of the Services.
26. Notices
26.1 Any notice given under this Agreement shall be in writing and shall be served by sending it by email to the email address most recently notified by the relevant Party to the other, or by posting it to the Supplier’s account on the Job Board. Any such notice shall be deemed to have been received on the next Business Day following the day on which it was sent.
26.2 In proving service it shall be sufficient to prove that the notice was transmitted by email to the relevant email address or posted to the Supplier’s Job Board account.
27. Variation
27.1 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, save that:
(a) the Company may update its Policies from time to time and the Supplier shall be bound by the updated Policies on reasonable notice; and
(b) the Company may update these terms by giving the Supplier not less than thirty (30) days’ written notice. If the Supplier does not agree to the updated terms, the Supplier may terminate this Agreement under Clause 2.3(b). The Supplier’s continued acceptance of Jobs after the expiry of the notice period shall constitute acceptance of the updated terms.
28. Counterparts
This Agreement may be executed in any number of counterparts (including by electronic signature or by acceptance through the Job Board), each of which when executed and delivered shall be an original, and all the counterparts together shall constitute one and the same instrument.
29. Entire Agreement and Previous Contracts
29.1 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 that:
(a) this Agreement, together with the Schedule and any Policies 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) the only rights and remedies available to either Party arising out of or in connection with any Pre-Contractual Statement shall be for breach of contract. Nothing in this Agreement shall limit or exclude any liability for fraud.
30. Third Party Rights
30.1 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. Group Companies of the Company may enforce the terms of this Agreement subject to and in accordance with that Act.
30.2 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.
31. Disputes and Applicable Law
31.1 The Company operates a formal complaints handling process. In the event of a complaint or dispute, the Parties shall first use reasonable endeavours to resolve the matter through good-faith discussion. Either Party may request mediation in accordance with the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure before commencing arbitration.
31.2 Any dispute not resolved under Clause 31.1 shall be referred to and finally resolved by arbitration in accordance with the rules of the Association of Translation Companies in England in force at the date of the dispute, which will be supplied on request. The decision of the arbitration tribunal shall be final and binding. The seat of arbitration shall be London, England, and the language of the arbitration shall be English.
31.3 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.
SCHEDULE
Description of Services
The Services to be provided by the Supplier under this Agreement comprise (as applicable, and as further specified in each Job):
(a) Revision of Cipher Output (post-editing of machine-generated or AI-generated translations produced by the Company’s Cipher platform), where the Company has indicated that a particular Job is to be performed as a Cipher Job;
(b) translation from source where the Company has not designated the Job as a Cipher Job, or where specifically requested by the Company;
(c) proofreading and quality review of translations produced by Cipher or by other suppliers;
(d) certified translations, where the Supplier holds the relevant qualifications and accreditations and has been approved by the Company for certification work;
(e) editing, copy-editing and writing services as specified in the Job;
(f) transcription, subtitling and related services where specified;
(g) Notarisation Services, where the Supplier is authorised to provide them under Clause 6.2;
(h) Apostille Services, in accordance with Clause 6.3;
(i) Shipping Services, in accordance with Clause 6.4; and
(j) such other related services as the Parties may agree from time to time.
The specific scope, deliverables, language pair, subject matter, format, fee and Deadline for each Job will be set out on the Job Board, in the relevant Purchase Order, or in written instructions from a Project Manager.