THE LANGUAGE EDITOR LIMITED
TERMS AND CONDITIONS FOR THE PROVISION OF SERVICES
1.1 When the following words with capital letters are used in these Terms, this is what they will mean:
(a) Event Outside Our Control: is defined in clause 9.2;
(b) Order: your order for the Services;
(c) Product: the product We create for you as a result of the Services, as set out in the Order;
(d) Services: the services that We are providing to you as set out in the Order;
(e) Terms: the terms and conditions set out in this document;
(f) We/Our/Us: The Language Editor Limited, a limited company whose registration number is 08742974 and whose registered office is situated at Belmont House, Shrewsbury Business Park, Shrewsbury, Shropshire, SY2 6LG; and
(g) Website: any of our websites [www.thelanguageeditor.com , www.thelanguageeditor.co.uk and www.languageeditor.co.uk]
1.2 When We use the words "writing" or "written" in these Terms, this will include e-mail unless We say otherwise.
2. Our contract with you
2.1 These are the terms and conditions on which We supply Services to you.
2.2 Please ensure that you read these Terms carefully, and check that the details on the Order and in these Terms are complete and accurate, before you submit the Order. If you think that there is a mistake or require any changes, please contact Us to discuss.
2.3 When you submit the Order to Us, this does not mean We have accepted your order for Services. Our acceptance of the Order will take place as described in clause 2.4. If We are unable to supply you with the Services, We will inform you of this and We will not process the Order.
2.4 These Terms will become binding on you and Us when We issue you with a written acceptance of an Order or We contact you that We are able to provide you with the Services, which We will also confirm in writing to you, at which point a contract will come into existence between you and Us.
2.5 If any of these Terms conflict with any term of the Order, the Order will take priority.
2.6 We shall assign an order number to the Order and inform you of it when We confirm the Order. Please quote the order number in all subsequent correspondence with Us relating to the Order.
3. Changes to order or terms
3.1 We may revise these Terms from time to time in the following circumstances:
(a) changes in how We accept payment from you; and
(b) changes in relevant laws and regulatory requirements.
3.2 If We have to revise these Terms under clause 3.1, We will give you at least one month's written notice of any changes to these Terms before they take effect. You can choose to cancel the contract in accordance with clause 10.
3.3 You may make a change to the Order for Services by contacting Us. Where this means a change in the total price of the Services, We will notify you of the amended price in writing. You can choose to cancel the Order in accordance with clause 10.1 in these circumstances.
3.4 If you wish to cancel an Order before it has been fulfilled, please see your right to do so in clause 10.
4. Providing services
4.1 We will supply the Services to you from the date set out in the Order or the date agreed between Us in writing (if different) until the date set out in the Order or the date agreed between Us in writing (if different).
4.2 We will make every effort to complete the Services on time. However, there may be delays due to an Event Outside Our Control. See clause 8 for Our responsibilities when an Event Outside Our Control happens.
4.3 We will need certain information and documentation from you that is necessary for Us to provide the Services. We will contact you about this. If you do not, after being asked by Us, provide Us with this information and documentation, or you provide Us with incomplete or incorrect information and documentation, We may make an additional charge of a reasonable sum to cover any extra work that is required, or We may suspend the Services by giving you written notice. We will not be liable for any delay or non-performance where you have not provided this information and documentation to Us after We have asked. If we suspend the Services under this clause 4.3, you do not have to pay for the Services while they are suspended, but this does not affect your obligation to pay for any invoices We have already sent you.
4.4 We may have to suspend the Services if We have to deal with technical problems, or to make improvements agreed between you and Us in writing to the Services. We will contact you to let you know in advance where this occurs, unless the problem is urgent or an emergency. You do not have to pay for the Services while they are suspended under this clause 4.4 but this does not affect your obligation to pay for any invoices We have already sent you.
4.5 If you do not pay Us for the Services when you are supposed to as set out in clause 6.3, We may suspend the Services with immediate effect until you have paid Us the outstanding amounts. We will contact you to tell you this. This does not affect Our right to charge you interest under clause 6.4.
4.6 If We design the Product for you, We will own the copyright, design right and all other intellectual property rights in the Product and any drafts, drawings or illustrations We make in connection with the Product for you.
4.7 You warrant that in relation to any data, information, documentation or correspondence provided by you to Us:
(a) you have the unfettered legal ability to provide the same;
(b) by virtue of providing the same, no breach of any obligation (whether contractual or otherwise) has occurred and no right of any third party has been infringed.
5. If there is a problem with the services
5.1 In the unlikely event that there is any defect with the Services or Product:
(a) please contact Us and tell Us as soon as reasonably possible;
(b) please give Us a reasonable opportunity to repair or fix any defect; and
(c) We will use every effort to repair or fix the defect as soon as reasonably practicable.
You will not have to pay for Us to repair or fix a defect with the Services or Product under this clause 5.1.
5.2 If you are a consumer, you have legal rights in relation to Services not carried out with reasonable skill and care. Advice about your legal rights is available from your local Citizens' Advice Bureau or Trading Standards office. Nothing in these Terms will affect these legal rights.
6. Price and payment
6.1 Unless otherwise specified to you in writing or set out in the Order, the price of the Services will be set out in Our price list in force at the time We confirm your Order. Our prices may change at any time, but price changes will not affect Orders that We have confirmed with you. Unless expressly confirmed in writing or otherwise specified in the Order that the relevant price is not an estimate, all prices given are estimates only and the final price charged may differ to the estimate given.
6.2 These prices include VAT. If the rate of VAT changes between the date of the Order and the date of delivery or performance, We will adjust the rate of VAT that you pay, unless you have already paid for the Services in full before the change in the rate of VAT takes effect.
6.3 Our pricing structure, payment terms and the methods by which you can make payment are set out on our Website. Unless otherwise agreed by Us in writing, or specified on Our Website, you must pay each invoice in cleared monies within seven calendar days of the date of invoice by one of the payment methods specified in the Order, on our Website, or as otherwise agreed with you in writing. We reserve the right to withhold delivery of any Product until we have received cleared payment in full in respect of all invoices that we have issued to you.
6.4 If you do not make any payment due to Us by the due date for payment, We may charge interest to you on the overdue amount at the rate of 3% a year above the base lending rate of Barclays Bank Plc from time to time. This interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. You must pay Us interest together with any overdue amount.
6.5 Any Services provided on a no fee or a 'free trial' basis will be covered by these Terms. Services shall not be deemed to be provided on a no fee or 'free trial' basis unless expressly agreed with you in writing.
6.6 Any discounts to prices relating to the provision of Services must be expressly agreed in writing by Us in advance prior to the commencement of the Services, otherwise the discount will be deemed not to apply.
7. Our liability to you if you are a consumer
This clause 7 only applies if you are a consumer.
7.1 We have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
7.2 We do not exclude or limit in any way Our liability for:
(a) death or personal injury caused by Our negligence or the negligence of Our employees, agents or subcontractors;
(b) fraud or fraudulent misrepresentation;
(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession);
(d) breach of the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 (description, satisfactory quality, fitness for purpose and samples); and
(e) defective products under the Consumer Protection Act 1987.
7.3 Subject to the preceding provisions of this clause 7, Our total liability to you in respect of all losses arising under or in connection with the provision of the Services, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the greater of £50,000 or 200% of the price of the Services.
7.4 Subject to the preceding provisions of this clause 7, Our total liability to you in respect of all losses arising under or in connection with the provision of the Services, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the amount We are able to recover from time to time under a policy of insurance that We have in place.
7.5 Subject to the preceding provisions of this clause 7, we accept no liability in respect of losses arising under or in connection with the provision of the Services, whether in contract, tort (including negligence), breach of statutory duty, or otherwise in respect of the following:
(a) any delay in performing or failure to perform the Services;
(b) any loss, corruption or destruction of data, information, documentation or correspondence provided by you to Us or any other service provider recommended by Us;
(c) the breach of confidentiality or security in relation to any data, information, documentation or correspondence provided by you to Us or any other service provider recommended by Us;
(d) the breach of any intellectual property rights or other rights of third parties in relation to any data, information, documentation or correspondence provided by you to Us or any other service provider recommended by Us;
(e) the provision of any advice not expressly agreed to be provided in the Order;
(f) the failure by you to meet any deadlines in relation to the Product or Services or documentation incorporating or derived therefrom;
(g) the breach of the rules or regulations of any club, committee, organisation, university, school, exam board or similar organisation or body in connection with the provision of the Services; and/or
(h) the work undertaken by any third party service providers whom we engage in relation to the provision of the Services.
7.6 All data, information, documentation or correspondence provided by you to Us is provided at your own risk.
8. Our liability if you are a business
This clause 8 only applies if you are a business customer.