The following conditions are the terms of the Agreement between you and Manchester Metropolitan University (being referred to as the “University”, “we”, “us” and “our” below) and will apply to the booking of the Services from the University. Individually we shall be referred to as the “party” and collectively as the “parties”.

By accessing or using the website or the Services you agree to be bound by these booking conditions

1. Interpretation
   1. “Order” means an order placed by you for the provision of Services by us
   2. “Original Works” means any documents, material, files and works that you provide to us in connection with the provision of the Services.
   3. “Services” means any translation service that we provide to you on confirmation of your order.
   4. “Translated Works” means the documents, material, files and works translated by us from the Original Works in accordance with instructions given by you.
2. Quotation
   1. Quotations are not legally binding and an Agreement will only come into effect upon written confirmation of your order or when we send you the Translated Work.
   2. Any written quotations that we give for the provision of the Services will only be valid for 30 days.
   3. Our quotation can be amended at any time if the description of the Original Works given by you is materially different or inadequate.
3. Price
   1. The price for our Services shall be in accordance with our published tariff. Unless otherwise stated, the price is exclusive of value added tax which will be added at the appropriate rate and borne by the payee. Services with more than 8,000 words will require a deposit of 25% to be paid prior to commencement of the Services and 75% on completion.
   2. Payment must be made by you within 30 days from the date of the invoice. All payments shall be made without deduction or set off.
   3. In the event that payment is not made as specified in this Agreement, we shall at our discretion suspend provision of any further Services to you without prejudice to any other rights that we may have.
   4. We reserve the right to charge interest on overdue accounts at the rate of 8% over the base rate of Barclays Bank plc.
4. Delivery
   1. The dates for delivery of the Translated Works, or the dates for carrying out the Services, are approximate only and, unless otherwise expressly agreed by us, time is not of the essence for delivery and performance.
   2. Posting or delivery to a carrier (including post, facsimile, e-mail) for the purpose of transmission to you shall, for the purpose of the Agreement, constitute delivery to you. Risk in the Translated Works shall pass to you on delivery.
   3. We may deliver the Services by way of instalments in such quantities as we may reasonably decide; such instalments shall be separate obligations and no breach in respect of one or more of them shall entitle you to cancel any subsequent instalments or repudiate this Agreement as a whole.
5. Our Warranties and Liability
   1. The Services shall be carried out using reasonable skill and care in accordance with the standards of the industry.
   2. We shall use all reasonable skill and care in selecting translators, interpreters and other personnel used to produce the Translated Works and perform the Services.
   3. No terms, conditions or warranties, whether express or implied, about the quality or fitness for purpose of the Services or the Translated Works shall be incorporated unless expressly set out in the Agreement.
   4. We shall incur no liability to you for innocent or negligent misrepresentation by virtue of any statement made by or on behalf of us prior to the Agreement, whether orally or in writing, and you shall not be entitled to rescind the Agreement on the grounds of any such misrepresentation.
   5. We do not warrant that the Translated Works will meet your specific requirements and, unless otherwise agreed, we do not warrant that the operation of any Translated Works sent to you will be uninterrupted or error free. Furthermore, we do not warrant that or make any representation regarding the use of the Translated Works in terms of their accuracy, correctness, reliability or otherwise.
   6. You acknowledge that any Original Works and Translated Works submitted by and to you over the Internet cannot be guaranteed to be free from the risk of interception, even if transmitted in encrypted form, and that we have no liability for the loss, corruption or interception of any Original Works or Translated Works.
   7. Save in respect of death or personal injury resulting from our negligence and subject to clause 5.8, our liability to you in respect of the provision of the Services and / or the Translated Works shall be limited as follows:
   8. We shall not be liable for loss of profits, business, revenue, damage to your reputation or goodwill, anticipated savings, and or any other indirect or consequential loss or damage whatsoever.
   9. Our entire liability to you under any agreement, including but not limited to in respect of the Services and the Translated Works, shall not exceed the price payable to us by you under the Agreement to which any claim relates.
   10. You must notify us within 30 days of delivery of the Translated Works of any claim arising out of the provision of the Services and /or the Translated Works, together with full details of such claim. In any event, we shall not be liable to you if you fail to notify us of any claim within a reasonable time of delivery of the Translated Works.
   11. You must notify us within 30 days of delivery of the Translated Works of any alleged inaccuracies in the Translated Works, at which point our liability will be no more than to rectify any such alleged inaccuracies, that we feel to be justified, to our satisfaction. At no time will such allegations delay payment.
6. Your warranties and Liability
   1. You warrant, represent and undertake that the materials submitted by you shall not contain anything of an obscene, blasphemous or libellous nature and shall not (directly or indirectly) infringe the intellectual property rights of any third parties. Unless otherwise agreed by us, you (which for the purposes of this clause includes any of your associated companies) shall not, for a period of one year after termination of the Agreement, either directly or indirectly, on your own account or for any other person, firm or company, solicit, employ, endeavour to entice away from us or use the services of a translator or interpreter who has provided the Services and/or Translated Works to you on our behalf under the Agreement. In the event of your breach under this clause, you agree to pay us an amount equal to the aggregate remuneration paid by us to the translator for the year immediately prior to the date on which you employed or used the services of the translator.
   2. You agree, upon demand, to indemnify us (which for the purposes of this clause includes our employees, agents and sub-contractors), and keep us indemnified, from all losses, damages, injury, costs and expenses of whatever nature suffered by us to the extent that the same are caused by or related to:
      1. The use or possession by us of any of the Original Works or materials provided by you in relation to the provision of the Services, including the breach of any intellectual property rights of any third party in or to any such Original Works or materials.
      2. The processing by us of any data (where 'processing' and 'data' have the meaning given in section 1(1) of the Data Protection Act 1998 in the provision of the Services.
      3. Any breach of warranty given by you in this clause 6.
      4. Any other breach by you of the terms of this Agreement.
   3. In the event you require us to provide the Services on your premises, or any other premises designated by you, you shall:
      1. Assign members of staff with suitable skill and experience to be responsible for our activities.
      2. Provide such access to premises, interpretation systems and other facilities which may be reasonably required by us.
      3. Provide such information as may be required by us to carry out the Services and ensure all such information is correct and accurate.
      4. Ensure that all necessary safety and security precautions are in place at your premise.
      5. We shall be entitled to charge you for any additional costs and expenses which we may incur as a result of any hazardous conditions or material encountered at your premises.
      6. We shall not be obliged to continue to perform the Services where we consider, at our sole discretion, this would constitute a breach of warranty given by you in this clause 6, an illegal act or a safety hazard.
7. Intellectual Propery Rights

   The Translated Work and any product of the Services, together with all associated intellectual property rights shall remain our property (but not the risk) until you have effected full payment for the Services. You acknowledge that we are the exclusive owner of all rights, title and interest in the methodology, information, software and databases used in translating the Original Work.

8. Good Faith

   We shall not use or otherwise take advantage of any knowledge or any connection with any of your staff and/or suppliers, unless it is solely for your benefit and with your consent

9. Confidential Information
   1. Except as authorised by us in the provision of the Services and except for information that is in the public domain, already in our lawful possession, or is required by law to be disclosed we shall keep secret and shall not use or disclose, but shall use our best endeavours to prevent the use or disclosure of, any of your information, which includes but is not limited to information relating to your organisation, transactions, finances, software, technology, processes, specifications, methods, designs, formulae or other of your activities or affairs or those concerning your staff and/or suppliers and any other information of a confidential, secret or propriety nature.
   2. You must note our obligations under the Data Protection Act 1998, Freedom of Information Act 2000, Human Rights Act 1998 and any codes of practice and best guidance notes issued by the government and appropriate enforcement agencies. You must comply with this legislation in so far as it places obligations on you and to facilitate our compliance. In particular, you must note that we may be required to provide information relating to this Agreement or yourself to a person in order to comply with our obligations under such legislation.
10. Termination
    1. Without affecting its other rights under this Agreement, either party may terminate this Agreement forthwith by written notice to the other if any of the following applies to the other:
       1. it commits a material breach of this Agreement; or
       2. it commits any continuing or persistent breach of this Agreement which is capable of being remedied, but fails to remedy such breach within 14 days of a written notice from the other party giving particulars of the breach and requiring it to be remedied; or
       3. any distress, execution or other legal process is levied upon any of its assets or if it becomes bankrupt, insolvent, enters into any arrangement with its creditors or, being an individual, has a receiver appointed under the Mental Health Act 1983 or dies;
       4. ceases or threatens to cease to trade or, in our reasonable opinion, you appear likely to cease to trade.
    2. The termination of this Agreement for whatever reason shall not affect or prejudice any rights or remedies accrued and each party shall be and remain liable to perform all outstanding obligations under this Agreement.
    3. Upon termination of this Agreement we agree to furnish to you all existing documentation, material and other information that we may have obtained during to this Agreement.
11. Applicable Laws and Health and Safety
    1. The parties shall comply with all applicable laws and statutory regulations or the regulations of any governmental, quasi-governmental, supra-national or other competent agency (including, without limitation, all health and safety) in force from time to time during the term of this Agreement and relating to the provision of the Services.
    2. The parties shall in the performance of the Services comply with the provisions of the Race Relations Act 1976, Sex Discrimination Act 1975, Disability Discrimination Act 1995, Employment Equality (Religion or Belief) Regulations 2003, Employment Equality (Sexual Orientation) Regulations 2003 and the Employment Equality (Age) Regulations 2006 and the codes of practice relating thereto as amended from time to time.
12. Relationship of the Parties

    This Agreement shall not constitute or imply any partnership, joint venture, agency, fiduciary relationship or other relationship between the parties other than the contractual relationship expressly provided for in this Agreement. Neither party shall have, nor represent that it has, any authority to make any commitments on the other party’s behalf.

13. Entire Agreement

    This Agreement constitutes the entire agreement and understanding between the parties at the date of this Agreement on the matters covered by it. All previous and collateral agreements and representations are excluded. No variation of this agreement or oral promise or commitment related to it shall be valid unless made in writing and signed by an authorised signatory or on behalf of both of us.

14. Waiver

    If either party waives a breach of any provision of this Agreement, that will not be treated as a waiver of any subsequent breach of the same or any other provision of this Agreement.

15. Severence

    If any provision of this Agreement is declared by any judicial or other competent authority to be unenforceable or indication to that effect is received by either of the parties from any competent authority the parties shall amend that provision in such a reasonable manner as achieves the intention of the parties without illegality or at our discretion it may be severed from this Agreement.

16. Discretion

    Any decision exercise of discretion judgment or opinion or approval of any matter mentioned in or arising under this Agreement shall be binding on a party only if in writing.

17. Notice

    All notices and/or communications in connection with this Agreement shall be in writing addressed to the other party at the address shown in the Particulars and delivered by hand, or posted first class post or special delivery post. The notice will be deemed to have been duly communicated if sent electronically, delivered by hand when left at the postal address for service or if made pre-paid first class post or special delivery post, 48 hours after being posted.

18. Costs

    Each of the parties shall meet its own costs and expenses in connection with the preparation and signing of this Agreement.

19. Dispute Resolution
    1. In the event of any difference or dispute arising between the parties concerning the interpretation or validity of this Agreement or the rights and liabilities of the parties hereunder then both parties will in the first instance attempt in good faith to discuss and negotiate a settlement of such dispute.
    2. Each party will use all reasonable endeavours to reach a negotiated resolution. The specific format for such resolution will be left to the reasonable discretion of the parties but may include preparation and submission of statements of fact or of position.
    3. If the dispute is not resolved as aforesaid if both parties agree then they shall refer the dispute to an expert to be agreed between them
20. The Contracts (Rights of Third Parties) Act 1999

    Nothing in this Agreement confers or is intended to confer any right under the Contracts (Rights of Third Parties) Act 1999 which is enforceable by any person who is not a party to this Agreement and the rights of any third party under the said Act are hereby expressly excluded.

21. Assignment

    We may engage any person, firm or company as our sub-contractor to perform any or all of our obligations, and we may assign any or all of our rights and obligations under the Agreement.

22. Interpretation

    This Agreement shall be governed by and construed in accordance with English Law and the parties agree that any dispute arising out of or in connection with this Agreement will be subject to the non-exclusive jurisdiction of the English courts.