Geschäftsbedingungen

1. Definitions

In these Terms and Conditions, the following terms shall have the following meanings:

“Charges” the charges payable by the Client to Pegasus Linguistics Limited for the Services as specified in the Contract.

“Client” the company or other entity which has entered into a Contract with Pegasus Linguistics Limited for the provision of the Services and whose details are set out in the Contract.

“Client Materials” any documentation, reference material and other material that the Client provides to Pegasus Linguistics Limited in order for Pegasus Linguistics Limited to provide, or otherwise in connection with, the Services.

“Contract” has the meaning given to it in clause 2.2.

“Data Protection Legislation” any applicable law relating to the processing, privacy and/or use of personal data, as applicable to either party including (i) the General Data Protection Regulation (EU) 2016/679 (“GDPR”); (ii) the Data Protection Act 2018; and (iii) any laws that replace, extend, re-enact, consolidate or amend any of the foregoing.

“Expenses” the third party costs and expenses as are specified in a Contract, or which are reasonably and necessarily incurred by Pegasus Linguistics Limited in connection with the Services (including, without limitation, travel and subsistence expenses, and courier fees).

“Order” an order from the Client for the provision of Services, which may be in such form and medium as Pegasus Linguistics Limited may from time to time accept.

“Pegasus Linguistics” Pegasus Linguistics Limited (company number 13239568 ) whose registered office is at 21 Church Road, Cholsey, OX10 9PS, England.

"Services" (i) translation; (ii) proofreading and/or (iii) such other services as are specified in a Contract.

2. Quotations and Contracts

2.1 Unless stated otherwise each written quotation issued by Pegasus Linguistics remains open for acceptance by the Client for a period of not more than thirty (30) days after which time it shall automatically lapse and be withdrawn. The Client’s acceptance of a quotation constitutes an Order which is subject to acceptance by Pegasus Linguistics in accordance with clause 2.2.

2.2 A contract between Pegasus Linguistics and the Client for the provision of Services is only formed on the written acceptance by Pegasus Linguistics of an Order (a “Contract”). Each Contract incorporates these Terms and Conditions, the Client Materials, and any document(s) expressly referred to herein or in the Order. A Contract may only be modified in writing by duly authorized representatives of Pegasus Linguistics and the Client. Any standard or pre-printed terms and conditions contained on the Client’s purchase order, invoice or other document shall have no effect and shall not apply to the Contract.

2.3 Each Contract constitutes the entire agreement between the parties with respect to the provision of those Services specified in the Contract and supersedes and replaces any prior agreement between Pegasus Linguistics and the Client with respect to those Services.

2.4 Pegasus Linguistics may issue quotations to the Client from time to time. Quotations are invitations to treat only. They are not an offer to supply Services and are incapable of being accepted by the Client.

3. Services

3.1 Subject to the following provisions of this clause 3, Pegasus Linguistics undertakes that:

(a) it will exercise reasonable skill, care and diligence in carrying out the Services; and

(b) it will use reasonable endeavours to meet any date(s) for completion of the Services specified in a Contract, provided that Pegasus Linguistics shall not be liable for any delay caused by the Client (including, without limitation, any failure or delay by the Client to provide any Client Materials, or any errors or omissions in the Client Materials).

3.2 In relation to Services which comprise translation work, the Client acknowledges and agrees that:

(a) a translation may read differently from the original language;

(b) Pegasus Linguistics shall be under no obligation to indicate or correct errors or omissions in the Client Material;

(c) where the Client has specified a particular use for a translation in a Contract, the translation may not be suitable or appropriate for a purpose other than that originally specified;

(d) if the Client proposes to use a translation for a purpose other than that specified in a Contract, then changes may need to be made to the translation for which additional Charges may be payable;

(e) unless otherwise agreed, the Client is solely responsible for checking the numbering and numerals in any translations; and

(f) unless otherwise agreed in writing, all translation work is delivered to the Client by email at the Client’s sole risk.

3.3 The Client shall ensure that all Client Materials:

(a) are of a sufficient quality and integrity to enable Pegasus Linguistics to provide the Services;

(b) do not infringe any third party's copyright or other intellectual property rights;

(d) do not breach any other law, statute, ordinance or regulation.

3.4 The Client agrees to indemnify Pegasus Linguistics against any losses, liabilities, damages, costs and expenses (including reasonable legal fees and expenses) incurred by Pegasus Linguistics as a result of or in connection with claims made or brought against Pegasus Linguistics by a third party alleging that the Client Materials, or the use thereof by Pegasus Linguistics (i) infringe the copyright or other intellectual property rights of any person, or (ii) are defamatory or otherwise libellous.

3.5 All Client Materials provided to Pegasus Linguistics by the Client will be held or dealt with by Pegasus Linguistics at the Client's risk, and the Client is solely responsible for ensuring that such Client Materials are insured against loss or damage while in Pegasus Linguistics’s custody. Pegasus Linguistics reserves the right to destroy or otherwise dispose of any Client Materials which have been in Pegasus Linguistics’s custody for more than three (3) months following completion of the Services to which they relate.

3.6 The Services shall be deemed performed on completion of the performance of the Services as specified in the Contract.

4. Prices and Payment

4.1 Unless other invoicing terms are specified in a Contract, Pegasus Linguistics shall invoice the Client for the Charges and any Expenses (together with VAT at the then applicable rate) on completion of the Services, provided that, where the Services take (or are reasonably expected to take) more than 30 days to complete, Pegasus Linguistics shall be entitled to issue interim invoices.

4.2 Unless other payment terms are specified in a Contract, the Client shall pay each invoice issued by Pegasus Linguistics within thirty (30) days from the date of the invoice. If the Client requests that Pegasus Linguistics invoice a third party in respect of any Services and such third party fails to pay the invoice by the due date, Pegasus Linguistics is entitled to reissue the invoice to the Client and the Client shall pay such invoice in full on receipt. Notwithstanding the foregoing, the Client shall be primarily liable for any failure by such third party to pay the invoice, including any interest accrued as a result of such non-payment.

4.3 For the avoidance of doubt, the Client is not entitled to delay payment of an invoice issued by Pegasus Linguistics as a result of any failure or delay in payment by the Client’s own client or customer, even where the Client has notified Pegasus Linguistics that the Services are being provided for the benefit of such client or customer.

4.4 In the event of a bona fide dispute, the Client shall pay the disputed invoice (or, if applicable, the disputed part of the invoice) within seven (7) days of the dispute being resolved in Pegasus Linguistics’s favour.

4.5 If the Client fails to pay an overdue invoice within seven (7) days of the due date for payment, then Pegasus Linguistics reserves the right to exercise either or both of the following rights:

(a) to suspend or terminate some or all outstanding Contracts; and

(b) to charge interest at the rate of four per cent (4%) above the base rate for the time being of the Bank of England per annum from the due date up to the actual date of payment on all unpaid invoices, whether before or after judgment. Any such interest shall accrue on a daily basis.

5. Confidentiality

Pegasus Linguistics will keep information and documentation entrusted to it confidential and shall only use the same as required to perform the Services. The provisions of this clause 5 shall not apply to:

(a) any information which was in the public domain at the date of the Contract;

(b) any information which comes into the public domain subsequently other than as a consequence of any breach of the Contract or any related agreement;

(c) any information which is independently developed by Pegasus Linguistics without using information supplied by the Client; or

(d) any disclosure required by law or a regulatory authority or otherwise by the provisions of the Contract.

6. Data Protection

6.1 In this clause, the terms “data processor”, “data controller” and “personal data” have the meanings given to them in the Data Protection Legislation.

6.2 The parties acknowledge that:

(a) the provision of the Services may require processing of personal data on behalf of the Client by Pegasus Linguistics; and

(b) for the purposes of the Data Protection Legislation the Client is a data controller and Pegasus Linguistics is a data processor.

6.3 Pegasus Linguistics undertakes that in relation to any personal data that it processes on behalf of the Client it shall process such personal data only in accordance with the obligations placed on it by Data Protection Legislation and the terms of this Contract.

6.4 In accordance with the Data Protection Legislation, taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of the processing of the personal data to be carried out under or in connection with the Contract, as well as the risks of varying likelihood and severity for the rights and freedoms of natural persons and the risks that are presented by the processing, especially from accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to the Personal Data transmitted, stored or otherwise processed, Pegasus Linguistics shall implement appropriate technical and organisational security measures appropriate to the risk, including as appropriate those matters mentioned in Articles 32(1)(a) to 32(1)(d) (inclusive) of the GDPR.

6.5 Pegasus Linguistics shall only process personal data that it processes on behalf of the Client in accordance with this Agreement except to the extent (i) alternative processing instructions are agreed between the parties in writing; or (ii) as may be otherwise required by applicable law.

6.6 The Client shall ensure that all instructions given by it to Pegasus Linguistics in respect of personal data shall at all times be in accordance with the Data Protection Legislation. The Client undertakes that it shall obtain all necessary consents from data subjects and provide all information to data subjects that is required to be provided under the Data Protection Legislation for the processing of data in relation to the Services.

6.7 The Client shall indemnify and keep indemnified Pegasus Linguistics against all losses, claims, damages, liabilities, fines, sanctions, interest, penalties, costs, charges, expenses, compensation paid to data subjects, demands and legal and other professional costs (calculated on a full indemnity basis and in each case whether or not arising from any investigation by, or imposed by, a supervisory authority) arising out of or in connection with any breach by the Client of its obligations under this clause 6.

8. Cancellation and postponement

8.1 If the Client notifies Pegasus Linguistics that it wishes, for any reason, to postpone or cancel any Services, Pegasus Linguistics may (at its discretion) agree to such postponement or cancellation, subject always to the Client paying all Charges which have accrued and all Expenses that have been incurred up to the date of cancellation or postponement (as applicable). For the avoidance of doubt, nothing in this clause 8.1 shall oblige Pegasus Linguistics to agree to any request for cancellation or postponement.

8.2 Pegasus Linguistics shall be entitled to terminate a Contract with immediate effect and without liability if:

(a) it reasonably believes that the Client is or may be in breach of clause 3.3; or

(b) the Client commits a material breach of the Contract and (i) such a breach is incapable of being remedied or (ii) where the breach is capable of being remedied, the Client fails to remedy the breach within thirty (30) days of its receipt of a written notice requiring it to do so; or

(c) the Client has failed to pay any amount due under the Contract on the due date and such amount remains unpaid within thirty (30) days after Pegasus Linguistics has given notification that the payment is overdue;

(d) the Client is dissolved, ceases to conduct all (or substantially all) of its business, is or becomes unable to pay its debts as they fall due, is or becomes insolvent, or convenes a meeting or makes or proposes to make any arrangement or composition with its creditors; or an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the Client; or an order is made for the winding up of the Client (other than for the purpose of a solvent company reorganization where the resulting entity will assume all the obligations of the Client under the Contract).

8.3 Termination or expiry of the Contract shall not affect any accrued rights and liabilities of Pegasus Linguistics at any time up to the date of termination.

9. Liability

9.1 Subject to clause 9.3, Pegasus Linguistics shall not be liable for any of the following (whether direct or indirect):

(a) loss of profit;

(b) loss of anticipated savings;

(d) loss of business opportunity;

(e) loss of use;

(f) loss of goodwill or any reputational damage;

(g) loss or corruption of data;

(h) any special, indirect or consequential loss;

(i) any publication or printing errors, unless the final proof has been submitted to Pegasus Linguistics for checking and approval prior to going to print;

(j) any errors in numbering or numerals, the checking of which is the sole responsibility of the Client; or

(k) any errors in any amendment or modification made by the Client to a translation, unless Pegasus Linguistics and the Client have expressly agreed that Pegasus Linguistics is responsible for checking such amendment or modification.

9.2 Subject to clause 9.1, the maximum aggregate liability of Pegasus Linguistics under or in connection with a Contract, whether in negligence, for breach of contract, misrepresentation or otherwise, is limited, in respect of each event or series of connected events, to an amount equal to the greater of (i) two hundred per cent (200%) of the Charges payable under the Contract and (ii) fifty thousand pounds (GBP 50,000).

9.3 The exclusions and limitation in clauses 9.1 and 9.2 shall apply to the fullest extent permissible at law, but Pegasus Linguistics does not exclude liability for any of the following:

(a) death or personal injury caused by the negligence of Pegasus Linguistics, its officers, employees, subcontractors or agents;

(b) for fraud or fraudulent misrepresentation;

(c) any other liability which may not be excluded by law (including, without limitation, breach of the obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982).

10. Dispute Resolution

10.1 Pegasus Linguistics and Client agree that any disagreements in relation to the Contract shall be dealt with in accordance with the provisions of this clause 10.

10.2 The parties shall attempt to resolve any dispute arising out of or relating to the Contract through negotiations between their appointed representatives who have the authority to settle such disputes.

10.3 If negotiations under clause 10.2 do not resolve the matter within fourteen (14) of receipt of a written invitation to negotiate, then the matter may be referred to mediation in accordance with the London Court of International Arbitration Mediation Rules.

10.4 Until the parties have completed the steps referred to in clauses 10.2 and 10.3, and have failed to resolve the dispute, neither party shall commence formal legal proceedings or arbitration except that either party may at any time seek urgent interim relief from the courts or emergency arbitrator relief.

11. Force Majeure

In the event of Force Majeure (which shall include strike, fire, industrial dispute, civil commotion, natural disaster, acts of war and any other situation which materially affects Pegasus Linguistics's ability to undertake and complete the Services as agreed), Pegasus Linguistics shall notify the Client as soon as it becomes aware of such event, indicating the circumstances. Subject to any such notification, either Pegasus Linguistics or the Client shall be entitled to terminate the Contract by written notice with immediate effect, subject to the Client paying Pegasus Linguistics for all Services completed and Expenses incurred up to the date of termination. Pegasus Linguistics shall not be liable for the consequences of non-performance or any delay in completion or delivery of the Services as a result of Force Majeure.

12. Assignment and Subcontracting

12.1 Neither party shall assign its rights or obligations under a Contract without the prior written consent of the other party.

12.2 Pegasus Linguistics is entitled to subcontract some or all of the Services, provided that Pegasus Linguistics shall remain solely responsible for the acts and omissions of its subcontractors.

13. Notices

13.1 Save as otherwise stated, all notices under the Contract shall be in writing.

13.2 Notices shall be deemed to have been duly given:

(a) when delivered, if delivered by courier or other messenger (including registered mail) during normal business hours of the recipient; or

(b) on the fifth business day following mailing, if mailed by national ordinary mail, postage prepaid; or

In each case notices shall be addressed to the other party’s registered address or, in the absence of a registered office, to the address specified in the Contract.

14. Waiver

14.1 No failure, delay or omission by either party in exercising any right, power or remedy provided by law or under the Contract shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.

14.2 No single or partial exercise of any right, power or remedy provided by law or under the Contract by Pegasus Linguistics shall prevent any future exercise of it or the exercise of any other right, power or remedy by Pegasus Linguistics.

15. Severability

15.1 If any provision of a Contract is or becomes illegal, invalid or unenforceable, such illegality, invalidity or unenforceability shall not affect the legality, validity or enforceability of any other provision of the Contract.

15.2 If any provision of the Contract (or part of any provision) is or becomes illegal, invalid or unenforceable but would be legal, valid and enforceable if some part of it was deleted or modified, the provision or part-provision in question shall apply with such deletions or modifications as may be necessary to make the provision legal, valid and enforceable. In the event of such deletion or modification, the parties shall negotiate in good faith in order to agree the terms of a mutually acceptable alternative provision.

16. Further Assurance

The Client shall at the request of Pegasus Linguistics, and at the Client’s own cost, do all acts and execute all documents which are necessary to give full effect to the Contract.

17. Third Party Rights

A person who is not a party to the Contract shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of the Contract.

Jurisdiction

Each Contract is governed by English law and Pegasus Linguistics and the Client irrevocably submit to the exclusive jurisdiction of the English Courts, provided that nothing in this clause shall prevent Pegasus Linguistics from taking legal action against the Client in any jurisdiction in which the Client carries on its business.