Terms and conditions
These terms and conditions apply to each request for a quote from Aztec Circle for provision of translation services and to the provision of services following acceptance by the client of a quote from Aztec Circle.
For the purpose of these terms and conditions “the Company”, “we”, “our” or “us” refers to Aztec Circle Limited. The “Client”, “Customer” or “you” refers to the company, firm, body, organisation or person contacting Aztec Circle to undertake services on its behalf.
Other definitions included in the terms and conditions include the following:
- “Agreement” is defined as the agreement between the Client and the Company governed by the Terms and Conditions
- “Terms and Conditions” means these terms and conditions
- “Order” means a confirmed request by you for our Services
- “Services” means translation services performed by us for you
- “Work materials” means any information communicated or transmitted to us by you in order to perform the Services provided herein
- “Confidential Information” means information (in any form) which is confidential either to you or to us and which either you disclose to us or we disclose to you in connection with the Services
In submitting an Order, the Client enters into a binding Agreement with the Company, covered by the following Terms and Conditions:
No terms or conditions other than those set out herein nor any variation thereof shall be binding on the Company unless otherwise specifically agreed in writing by a director of the Company. These Terms and Conditions shall be incorporated in every quotation, acceptance and contract for work by us subject to the foregoing; any terms or conditions proposed by the Client are hereby excluded.
- Intended use of translation services
2.1 The Client shall clearly indicate in writing the intended use of the translation.
2.2 Unless otherwise requested in writing a translation by Aztec Circle is undertaken for information and understanding only, which is of a high enough standard for use in any general correspondence.
2.3 If requested in writing, the translation may be the final document which will not be further edited by the Client or other related third parties nor be required for
- Contracts, insurance, patents and other legal purposes
- Printing or publication
- Any other purposes, where the particular rendering of the text is liable to be of consequence, all of which will necessitate a higher level of accuracy and/or proof-reading and therefore will be subject to a proof-reading charge as shown on the price list
2.4 Should a Client wish to use a translation for any other purpose than that for which it was originally supplied, the Client shall obtain confirmation in writing from the Company that the translation is suitable for the intended new purpose. The Company reserves the right to amend and adapt, at the cost of the Client, the previously supplied translation, if necessary, for its new purpose.
2.5 In instances where the purpose of the translation is not disclosed to the Company, the Company shall proceed with the translation as if it were for information purposes only.
2.6 The Company may indicate the standard for which the translation was supplied and will determine the charge accordingly.
3.1 Quotations are not binding on the Company and are given subject to confirmation by the Company upon receipt of the Client’s order. No agreement shall be concluded until such confirmation is given. Written quotations remain valid for 30 days after despatch and thereafter will lapse unless otherwise stated in writing.
3.2 Quotations are given on the basis of the Client’s description of the source material, the purpose of the translation and any other instructions. Such quotations may be amended at any time if, in our opinion, the description of the source materials is materially inadequate or inaccurate.
3.3 Information provided on the Company’s website and any other published material is a general description only and does not form part of these terms and conditions.
4.1 Unless otherwise stated, prices are in Nigerian Naira and are exclusive of value added tax. The Company shall invoice you for all appropriate taxes and expenses for which we are liable to collect. You shall be liable to pay any penalties or interest on such taxes which are payable by us as a result of your delay in paying such charges.
4.2 Payment is requested by credit card either Visa or Mastercard.
4.3 Payment must be received within 14 days of the date which the invoice is issued unless specifically agreed in writing by a Director of the Company. Discounts included on quoted prices are only valid if invoices are paid within 14 days of receipt.
4.4 Services will be invoiced in full on completion unless the duration of the work exceeds one full month. Services provided continuously over one month will be invoiced for 50% of the total estimated value of the work after one month and 50% upon completion of the project.
4.5 Failure to pay any invoice in accordance with these Terms and Conditions or any others specified in writing at the time, shall entitle us to suspend further work both on the same order, and on any other order from you, without prejudice to any other right we may have.
4.6 The billing descriptor will appear on your credit card statement as the following AZTCLtlms, Lagos
- Completion of work
5.1 The Company will give a date for agreed delivery of the project but this is intended as an estimate only. The Company will make every endeavour to meet such an estimated date but shall not be liable to make good any damage loss, whether this arises directly or indirectly out of its failure to meet such an estimated date. Whilst the Company shall make every reasonable effort to meet the Client’s requirements, late delivery shall not entitle the Client to withhold payment for Services provided.
5.2 The Client and the Company may, at any time after such date, in regard to the original anticipated delivery period, agree a further date for delivery, and if delivery has not taken place by such a date, no charge will be made and the Contract will be considered cancelled.
5.3 The Company reserves the right to sub-contract all or part of the work to a contractor(s) of its choice. We will not be liable in any circumstances for the consequences of failure to deliver or perform if the delay or failure is due to the non-delivery or non-performance by its sub-contractors. In case of Force Majeure (Strike, Lockout, Industrial Dispute, Civil Commotion, Natural Disaster, Acts of War and any other situation which can be shown to have materially affected the Company’s ability to deal with the order from the Client) the Company shall notify the Client without delay, indicating the circumstances. Force Majeure shall entitle both the Company and the Client to cancel the order but, in any event, the Client undertakes to pay the Company for work already completed. The Company will assist the Client, to the best of its ability, to complete their order.
Delivery is deemed to have taken place by emailing, faxing, posting or delivery to carrier, as the case may be, and in such instances the risk shall pass to the Client. However, the Company will retain a copy of the translation and, in the event of loss or damage, will forward a further copy to the client free of charge.
Although an urgency surcharge may be levied on urgent translations, because such urgency may preclude the necessary time to check and edit the translation, the Company will not accept any liability for any work submitted on an urgent basis. Should such completion of work necessitate overtime being worked or other additional costs being incurred, a charge will be made to cover the increased cost.
- Cancellation and suspension
8.1 If the Client for any reason cancels work which has been commissioned by the Company, charges will be payable for all work completed up to the cancellation date and for all other costs and expenses which may accrue as a result of a cancellation.
8.2 If the Client suspends or postpones work commissioned for a period of more than 21 days, charges will be payable for all commissioned work up to the date of suspension or postponement of the project and for all other costs and expenses which may accrue as a result of such suspension.
9.1 To the maximum extent permitted by law, the Company shall have no liability to the Client for i) any loss of profit, ii) loss of business, iii) loss of revenue, or iv) indirect or consequential loss; arising under or in connection with the Agreement, the Services or the Order.
9.2 Subject to clause 9.1 and to the maximum extent permitted by law, the Company’s aggregate liability in contract, tort (including negligence) or otherwise, however arising, under or in connection with this Agreement shall not exceed the price paid by the Client to the Company for the Services in the 12 months immediately prior to the liability arising.
9.3 The Company shall incur no liability to the Client 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.
9.4 In the event of the Client using work carried out for a purpose other than for which it was supplied, the Client shall not be entitled to any compensation by the Company.
9.5 The Client acknowledges that any materials 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 materials.
For translation services:
- i) Whilst the Company shall endeavour to produce an accurate and idiomatic translation of the original text, the Client accepts that a translation may read differently from good original writing and accordingly the Company shall not be liable for an alleged lack of advertising or sales impact.
- ii) The Company shall not be liable for errors in conversion from one system of measurement to another, for transliteration of names and other proper nouns from one script to another or for translation of abbreviations, neither shall we be liable for errors resulting from illegibility of any material supplied by you or for any consequent loss or damage thereupon.
iii) Subject to clause 9.1 and 9.2, in the case of a material error or omission in work undertaken by the Company, we will re-type the work provided that the Client has complied with its obligations under the Agreement. Any re-interpretation of a translation will be solely undertaken by us and the Client must refer questions of material error or omission to us within 10 working days of the translation delivery date. For publication – we shall not be responsible for any errors or omissions in the final proof unless it is submitted to us for a final check prior to going to print. All figures and codes will be left for the Client to check and we will not be responsible for any errors in the figures.
- iv) Where the Services provides proofs or texts to be submitted to the Client for approval, the Company shall not be liable for any errors not corrected by the Client or any amendments or modifications made by the Client in the proofs or texts so submitted.
- Illegal matters
The Client warrants that the required translation does not infringe any copyright or other proprietary right nor does it contain anything of an obscene, blasphemous or libellous nature and shall indemnify the Company in respect of all actions, claims, proceedings, costs and damages incurred or awarded and paid in respect of, or arising out of, any breach of such warranty or out of any claim by a third party based on any facts which, if substantiated, would constitute a breach of such warranty.
No oral representation of statement shall be binding upon the Company, whether as a warranty or otherwise, nor shall anything be implied from any such representation or statement.
The Copyright of the translation is property of the Company and will be passed on to the Client only after full payment has been received for the translation. The Client herby agreed to grant us (and any sub-contractors) a license to store and use the work materials for the duration of the Agreement and for the purposes of service provision.
13.1 Both parties agree not to use nor disclose to third persons any of the other party’s Confidential Information subject to clause 13.2, and in order for us to provide the Services
13.2 Either party may disclose Confidential Information of the other:
- i) When required to do so by law or any regulatory authority, provided that party required to disclose the Confidential Information, where practicable and legitimate to do so:
a) Promptly notifies the owner of any such requirement; and
b) Co-operates with the owner regarding the manner, scope or timing of such disclosure or any action the owner may take to challenge the validity of such requirement.
ii) To its (or any of its associated company’s) personnel, sub-contractor’s personnel or any person whose duties reasonably require such disclosure, on condition that the party making such disclosure ensures that each such person to whom such disclosure is made:
a) Is informed of the obligations of confidentiality under these Terms and Conditions; and
b) Complies with those obligations as if they were bound by them.
- Data protection
14.1 Each party shall ensure that in the performance of its obligations under these Terms and Conditions and any Agreement, it will at all times comply with the relevant provisions of the Data Protection Act 2018.
14.2 The Company acknowledges that if we are required to process any data in the course of providing services governed by this Agreement we shall do so only on your instructions and subject to your compliance with applicable data protection legislation.
15. Governing law
The above Terms and Conditions shall be governed by and construed in all respects in accordance with Nigerian law and the parties hereby submit to the exclusive jurisdiction of the Nigerian courts. These Terms and Conditions are subject to change without prior written notice.