Terms and Conditions

1. Definitions

1.1 “Contract” shall mean the contract between the Company and the Customer for the supply of Work, and these conditions of business.
1.2 “Company” shall mean Codex Global Limited.
1.3 “Customer” shall mean the person, firm or company contracting the Work.
1.4 “Estimate” shall mean the Company’s estimated charges to the Customer for the services undertaken by the Company for, and/or goods supplied to, the Customer in accordance with the specification or sample agreed.
1.5 “Work” shall mean the services undertaken by the Company for, and/or goods supplied to, the Customer in accordance with the specification or sample agreed between the Customer and the Company in accordance with the provisions of clause 6 and/or in accordance with the Estimate, and shall include, but not be limited to, translation, interpreting, transcription, typesetting, and/or the production, printing and supply of material and goods, (together with all ancillary services related thereto) and/or the provision of virtual data room facilities or any of them.

2. Applicability

Unless otherwise agreed in writing by a Director of the Company, these conditions shall be incorporated in every offer, acceptance of order and contract entered into by the Customer with the Company for Work; any other conditions are hereby excluded.

3. Acceptance of Estimates

Estimates given by the Company shall be deemed to be withdrawn unless the Company receives notice of Customer’s acceptance in writing within 30 days from the date such Estimate was given.

4. Cost Variation

Estimates are based on the Company’s costs of production including costs relating to any necessary outsourcing of Work together with any exchange rates which may affect those production costs, both current at the date of any particular Estimate. Any such Estimates are subject to amendment by the Company at the Company’s sole discretion on or at any time after acceptance to meet any rise or fall in such costs. Additional charges may be made to cover any extra work involved where copy supplied is not as Estimate specification, clear or legible. The Customer shall have the right, from time to time during the execution of the contract, by notice to the Company in writing, to add, omit from, or otherwise vary the Work and the Company shall carry out such variations and be bound by the same conditions, in so far as they are applicable, as if the said variations were part of the contract. All the costs of such variations shall be borne by the Customer. Where the Company receives any such direction which would occasion an amendment to the contract price, the Company shall advise the Customer of the cost of any such amendment ascertained and determined as soon as the revised cost is known. If, in the opinion of the Company, any such variation is likely to prevent the Company from fulfilling any or all of his obligations under the contract, they shall so notify the Customer who will decide with all possible speed whether or not the same shall be carried out and shall confirm his instructions in writing and modify the said obligations to the extent that may be justified. The instructions shall not be deemed to have been given until the Company receives the instruction from the Customer.

5. Preliminary Work

Preliminary work which is not specified as part of the Work carried out at the Customer’s request whether experimentally or otherwise will be subject to an additional charge unless specifically agreed by the Company in advance in writing.

6. Quality.

The required quality of Work to be delivered will be as defined by the Customer whether by specification or by sample. In the absence of any such specification or sample the Company will endeavour to ascertain the standard required from the Customer. Where this standard cannot be ascertained, the Company will decide at its own discretion on the quality levels required based on previous experience and that shall be the specification or sample on which the Work is based.

7. Proofs and Proofing

Author’s and Customer’s corrections, including alterations in style, and the cost of additional proofs necessitated by such corrections will incur an additional charge unless specifically included in the Estimate. Proofs of all Work may be submitted for Customer’s and or author’s approval, and in that event no responsibility will be accepted for any errors in them not corrected by the author or Customer as the case may be. The Company accepts no responsibility for any breach of confidentiality, loss of reputation, financial or other loss howsoever arising, from carrying out the Customer’s instruction to transmit proofs or other material relating to the Work to the Customer or the author via any electronic means including, but not limited to, E-mail or similar medium or facsimile transmission.

8. Delivery Date(s)

The date(s) of delivery for the Work will be as specified in the Contract or Estimate as the case may be unless otherwise agreed between the Customer and the Company. The Company will provide such programmes of the provision of the Work as the Customer may reasonably require and notify the Customer as soon as practicable if these programmes are likely to be delayed. Where the cause of any likely delay arises from a failure of any kind of the Customer to fulfil his obligations under the contract or the programme(s) referred to above, the Company will notify the Customer of this as soon as is practicable and advise the Customer of the extent of the delay; if the Customer fails to remedy the situation within a reasonable time of such notice, the responsibility for the delay will be that of the Customer. Under such circumstances, the Company reserves the right to continue with the Work required as if the Customer had remedied the situation as required above. The cost of any rework arising from the Company exercising this right will be borne by the Customer.

9. Delivery and Payment

9.1 All Work will be delivered by the means and to the points specified in the Estimate or Contract or any variance thereof as requested in writing by the Customer and agreed to by the Company.
9.2 In the absence of the express written agreement of the Company to the contrary and in consideration of the Company accepting instructions from the Customer which first enters into a Contract, such Customer will be primarily liable for all sums due to the Company in respect of such Contract irrespective of whether or not such Customer is acting as principal or as agent.
9.3 In such circumstances as when the Customer is acting for a third party and payment is to be made by said third party, the Contract remains with the Customer throughout therefore if for any reason payment from the third party is not forthcoming, the Customer remains wholly responsible for payment and will be invoiced for the full amount of the outstanding debt.
9.4 Payment will be made at the progress stages stipulated on the Estimate. Unless otherwise stated in the Estimate, payment will be made within 30 days of completion of the Work to the total cost as defined in the Company’s invoice to the Customer.
9.5 If payment is not made on the due date the Company, without prejudice to its other rights hereunder, shall be entitled to charge, in addition to any monies due hereunder, interest on the overdue outstanding amount at the rate of 4% above the base rate of HSBC Bank plc from time to time in force from the date the monies first became due until the outstanding amount is paid.
9.6 Risk in the Work shall pass to Customer when delivered to Customer or on notification that the Work has been completed whichever first occurs.
9.7 Should expedited delivery be agreed and require overtime or other additional costs an extra charge may be made.
9.8 Should Work be suspended at the request of delayed through any default of the Customer for a period of 30 days or more the Company shall be entitled to payment for the Work already carried out and materials specially ordered, and may terminate the Contract on giving to the Customer 14 days notice in writing.
9.9 The Company reserves the right to issue invoices to the Customer for Work completed pursuant to and in accordance with of the Contract and the Customer acknowledges that such invoices shall become due for payment on the terms herein contained.
9.10 Value Added Tax will, where applicable, be shown separately on all invoices as a strictly nett extra charge.

10. Claims

10.1 Claims arising from damage, delay or partial loss of Work in transit must be made in writing to the Company and the carrier so as to reach them within 3 days of delivery and claims for non-delivery within 7 days of despatch of Work.
10.2 The Customer shall inspect the Work forthwith on delivery and any claim against the Company by reason of any defect in or damage to the Work shall be made within a reasonable time thereafter not being more than 7 days from the date of delivery.
10.3 All other claims must be made to the Company within 14 days of delivery.

11. Liability

11.1 Customers exclusive remedy for damaged or defective Work, (howsoever caused, and including negligence) shall at the Company’s election, be limited either to the repair or replacement of such Work.
11.2 Other than as provided in this condition 11, the Company shall not be liable for loss or damage caused arising directly or indirectly in connection with this Contract, the Work or otherwise. Without limiting the generality of the above, the Company expressly excludes liability for consequential loss, third party claims occasioned by delay (howsoever arising) in completing the Work, and for any loss to the Customer from delay in delivery of the Work (howsoever arising).
11.3 Notwithstanding the provisions of this condition 11 or anything else contained in the Contract, in no event shall the Company’s liability exceed the value of the amount of charges payable to the Company by the Customer with respect to the particular Work which is the subject of the claim provided however that nothing contained in these conditions shall have effect so as to exclude or restrict the Company’s liability for death or personal injury resulting from its negligence.

12. Termination of Contract

12.1 The Customer shall have the right to cancel the Contract in writing at any time. In such an event, the Customer shall thereupon pay to the Company all monies then due together with all such extra costs that the Company has incurred due to the cancellation.
12.2 In the event that in the Company’s opinion, the Customer’s financial position becomes unsatisfactory, or if the Customer ceases to pay its debts in the ordinary course of business or cannot pay its debts as they become due or being a company is deemed to be unable to pay its debts or has a winding-up petition against it or being an individual commits an act of bankruptcy or has a bankruptcy petition filed against him or the Customer is in breach of any of its obligations arising under the Contract (or where any of the above events appear to the Company to be likely to occur), the Company shall, without prejudice to its other remedies, have the right to terminate the Contract forthwith or not to proceed further with the Contract or any other Work for the Customer and shall be entitled to charge for Work already carried out (whether completed or not) and materials purchased for the Customer, such charge to be an immediate debt due to the Company.

13. Lien

Without prejudice to other remedies whether under this contract or otherwise, the Company shall, in respect of all debts due from the Customer whether under this Contract or otherwise and whether or not due for payment have a lien on all goods and property in its possession belonging to the customer (whether worked on or not) and whether or not in the possession of the Company under this Contract and shall be entitled on the expiration of 14 days’ notice to dispose of such goods or property as it thinks fit and to apply any proceeds towards such debts.

14. Copyright

Where copyright exists in texts to be translated, typeset, printed or reproduced in any way, it is presumed that the Customer has obtained all necessary consents to have such Work carried out. The Customer will indemnify the Company in respect of any claims, proceedings, costs and expenses arising out of any infringement of copyright, patent or other third party right.

15. Illegal Matter

15.1 The Company shall not be required to translate, typeset, print or reproduce in any way any matter which in its sole opinion is or may be of an illegal or defamatory nature or an infringement of any third party rights, including but not limited to copyright, patent, design and trademark.
15.2 The Customer shall indemnify and hold harmless the Company from and against all actions, proceedings, costs, claims, demands and expenses (including all reasonable legal expenses) whatsoever suffered or incurred by the Company by reason of the Work containing any matter of a defamatory nature or being an infringement of any third party rights, including but not limited to copyright, patent, design and trademark.

16. Intellectual Property

The Customer acknowledges and agrees that the Company and/or its licensors shall retain exclusive ownership of all intellectual property embodied in the any goods, software, hardware or know-how provided by the Company pursuant to the Customer.

17. Authenticity of Translation

Whilst the Company will endeavour to produce accurate and idiomatic translations of the Customer’s original texts, the Customer accepts that the translation may read differently from good original writing and that the Company accepts no liability for any loss including alleged lack of advertising or sales impact.

18. Force Majeure

Every effort will be made by the Company to carry out the Contract but its due performance is subject to postponement or cancellation by the Company as it may find necessary as a result of inability to secure labour, materials or supplies or as a result of any act of God, war, strike, lockout, or other industrial dispute, fire, flood drought, legislation or other cause (whether of the foregoing class or not) beyond the Company’s control. Any such postponement or cancellation shall be without liability to the Customer or any third party.

19. Construction of Contract

Neither the Contract nor these conditions shall be modified without the written agreement of a duly authorised representative of the Company and these conditions shall govern the construction of the Contract, notwithstanding any inconsistencies which may arise as between these conditions and any other terms and conditions that the Customer may seek to impose. These conditions and all other express terms of Contract shall constitute the entire understanding and agreement between the Company and the Customer and no representations or warranties express or implied statutory or otherwise made by or on behalf of the Company or the Customer to the other party, in connection with or arising out of the Work and which are not contained in these conditions or such other express terms of the Contract shall give rise to any liability on the part of the maker thereof.

20. Law

These conditions and all other express terms of the Contract shall be governed and construed in accordance with the Laws of England and the Customer hereby submits to the nonexclusive jurisdiction of the English Courts.

Effective from 1st February 2012