Terms of Service – Version 1.0 – Compass Translation

AN&P Limited, trading as Compass Translation

Version 1.0 · 28 September 2026

1. ABOUT US AND THESE TERMS

1.1 We are AN&P Limited, a company registered in England and Wales under company number 17141863, with its registered office at 14 Dovecote Road, Bromsgrove, B61 7BP. We trade as Compass Translation. In these terms “we”, “us” and “our” mean AN&P Limited.

1.2 These terms apply to every Order for Services between us and the Client. They form a framework agreement: each Order is a separate contract, and each one incorporates these terms, as updated under clause 21.7.

1.3 These terms take effect on the date the Client accepts them in writing, or when the Client first places an Order after receiving them, whichever is earlier (the Effective Date).

1.4 Order of precedence. If documents conflict, they apply in this order: (a) the Data Processing Terms at Schedule 3, on matters of personal data, except that clause 18 governs liability; (b) the Order Confirmation, on matters specific to that job, but it varies a clause of these terms only where it names that clause and says that it varies it; (c) these terms; (d) the rest of the Quotation. Clause 15 prevails over any non-disclosure agreement between the parties for information disclosed under an Order. No terms in the Client’s purchase order or other documents apply unless we agree to them in writing, with a reference to the clause of these terms they replace; any such other terms are rejected. We accept a purchase order for administrative purposes only (reference numbers, invoicing addresses). Clause 5.1A deals with an acceptance that is said to be “subject to” the Client’s own terms.

2. DEFINITIONS AND INTERPRETATION

2.1 In these terms:

Business Day means a day other than a Saturday, a Sunday or a public holiday in England.
Client means the person, company or organisation that places an Order with us. Where the Client places work on behalf of its own customer, that customer is the End Client.
Client-Derived Linguistic Assets means Linguistic Assets created from a particular Client’s Materials or Completed Work.
Completed Work means the translated, revised, reviewed or otherwise finished material that we deliver to the Client under an Order.
Deletion Instruction means a written instruction from the Client under clause 17.3.
Deliverable means each separately priced item of Completed Work named in an Order (for example one slide deck, one course or one document).
Linguistic Assets means the translation-memory segment pairs, terminology entries and derived terminology, alignment data, derived linguistic metadata, and any compilation or database of them, that we create in the course of providing the Services. It does not include any trained model, model weights or embeddings, and nothing in these terms permits us to use the Materials to train an artificial-intelligence model. It excludes Our Own Resources, which are never Linguistic Assets.
Materials means anything supplied to us by or on behalf of the Client, in any format. This includes source text, reference material, glossaries, style guides, images and files.
Order means a Quotation accepted under clause 5.1 or 5.1A, together with its Order Confirmation (as amended under clause 11.1).
Our Own Resources means: (a) terminology and reference data that we build directly from public sources, including published summaries of product characteristics, regulators’ template materials, medical dictionaries, international non-proprietary names and pharmacopoeias, and not taken from any client’s Deliverables; and (b) our know-how, methods, tools, software, workflows and general skill and experience.
Personal Data has the meaning given in the UK GDPR.
UK GDPR has the meaning given in section 3(10) of the Data Protection Act 2018.
Quotation means our written offer to provide Services at a stated price, with an estimated delivery period.
Services means translation, revision, review, layout and quality checking, and any related services that we agree to provide under an Order.
Task Breakdown means the itemised list of tasks, quantities, units and rates from which the price of a Deliverable is built (for example translation per 1,000 words, slide rebuild per slide, image recreation per image, pre-check per deck, and work priced by the hour). We keep a Task Breakdown for every Quotation in our job records and supply it on request. It does not form part of the Quotation.

2.2 “Including” means including without limitation. “In writing” includes email. A period stated in “days” means calendar days. Headings do not affect interpretation.

3. OUR SERVICES

3.1 We will provide the Services with reasonable skill and care, in line with good practice in the translation industry, and following the Client’s written instructions for each Order.

3.2 We are not responsible for loss caused by an instruction from the Client that is missing, unclear, contradictory or wrong. Where we notice such a problem we will make reasonable efforts to ask the Client to clarify.

3.3 People and tools. We may use freelance linguists and other subcontractors to perform all or part of the Services. Before any of them receives Materials, we will ensure that each one is bound in writing to confidentiality and data-protection obligations no less protective than ours. We remain responsible for their work. We may also use software tools, including AI-assisted translation tools run under their providers’ own processing terms, as described in Schedule 3 and listed in Schedule 4.

3.4 Regulatory responsibility stays with the Client. The Client (or its End Client) is responsible for deciding whether the Materials and the Completed Work comply with all applicable legal, regulatory, promotional, medical, scientific and industry-code requirements, and for obtaining every medical, legal, regulatory and client approval needed before use. The Services never include regulatory, medical, legal or scientific approval of the Materials or the Completed Work. Our obligation is to translate with reasonable skill and care under clause 3.1; we give no assurance that the Completed Work complies with any regulatory or industry-code requirement. This clause does not limit clause 3.1 or clause 10.4.

4. QUOTATIONS

4.1 We will give a Quotation on request. Each Quotation states the Deliverables and their prices, the expected delivery date, and how long the Quotation remains valid. Each Deliverable’s price is built from a Task Breakdown, which we keep on record and supply on request (clause 2.1).

4.2 A Quotation is an offer to provide the Services on these terms. It is open for acceptance until the date it states, and we may withdraw it before it is accepted. Prices in a Quotation are fixed from its date of issue, subject to clauses 4.3 and 11.1.

4.3 Each Quotation is based on the Materials and instructions we received and on any assumptions it states. If they change, or an assumption proves wrong, before acceptance we may revise the Quotation; after acceptance, clause 11.1 applies.

5. ORDERS

5.1 The Client accepts a Quotation in writing (a reply by email or a purchase order is enough), quoting the Quotation number. An acceptance without qualification forms the Order, on these terms. We then confirm the Order in writing by issuing a job number (the Order Confirmation). The Order Confirmation states the matters listed in Schedule 1, and delivery periods run from the date of acceptance.

5.1A If the Client’s acceptance is said to be “subject to” its own terms, or otherwise proposes different terms, we do not accept it. We may instead issue an Order Confirmation, which is our offer to perform the Order on these terms only, and which states that any terms on or referred to in the Client’s purchase order are rejected. The Order is formed on these terms when the Client accepts the Order Confirmation in writing or, if earlier, tells us to proceed, supplies Materials for the Order, or otherwise acts on it. Delivery periods run from that date. We do not start work before the Order is formed.

5.2 What the Client’s request must say. Each request, and any later message that supplies further Materials, must:
(a) list the files being sent and state where each one can be found, whether it is attached or held on a portal, channel or shared location;
(b) distinguish material supplied for translation from material supplied for reference only; and
(c) say whether the Materials contain Personal Data and, in advance, whether they contain health data or other special-category data, as set out in clause 6.4.

5.3 Clause 5.2 is an obligation about the Order. It is not a condition of our performance. If a request does not meet it, we will ask for the missing information rather than refuse the work. We are not responsible for delay or error caused by missing information until we receive it.

5.4 Changes after the Order is formed are dealt with under clause 11.

6. WHAT THE CLIENT PROVIDES AND PROMISES

6.1 Reference material. The Client will give us any glossaries, style guides, previous translations, websites and other reference material that bear on the Order. We are not responsible for terminology or style choices that differ from material the Client did not provide.

6.2 Rights in the Materials. The Client warrants that it has, and will maintain, all rights, consents and authority necessary, including from its End Clients and any other rights-holder:
(a) to supply the Materials to us and to have us perform the Services on them;
(b) to grant the licences in clauses 14.2 and 14.3 (Tier 1 and Tier 2); and
(c) to grant the licence in clause 14.1A to create, retain and use Linguistic Assets from the Materials and the Completed Work.

6.3 Indemnity. The Client will indemnify us against third-party claims, and against the losses, costs and reasonable legal fees arising from them, that result from our use of the Materials or of Linguistic Assets in accordance with these terms. This includes claims that the Materials infringe a third party’s rights. It does not apply to the extent that a claim results from our breach of these terms or our negligence. This indemnity is not limited by clause 18.3.

6.4 Personal data in the Materials. The Client will: (a) tell us when Materials contain Personal Data; (b) tell us before sending them if they contain health data or other special-category data (patient case material, for example); (c) send only the Personal Data that the translation needs; (d) confirm that it has a lawful basis to share it with us; and (e) accept that we may decline Materials containing special-category data, or agree additional measures before accepting them. This is a duty to cooperate. It does not shift responsibility for Personal Data: Personal Data we find that the Client did not flag is still handled under Schedule 3.

6.5 Clauses 6.2 and 6.3 survive termination (clause 20.3), including for Linguistic Assets already created.

6.6 End Client restrictions. We are not bound by any term of a contract between the Client and its End Client unless we sign it. Before an Order is formed, the Client will tell us in writing of any restriction its End Client imposes that bears on the Services, including on intellectual property, retention, deletion, confidentiality, personal data or Linguistic Assets. An End Client restriction binds us only if we accept it in the Order Confirmation. If the Client discloses a restriction that we do not accept, either party may cancel the Order by written notice within 2 Business Days of the Order Confirmation, with no charge to either party. Schedule 1 records what was disclosed.

7. DELIVERY

7.1 We deliver Completed Work electronically unless the Order says otherwise. The Client pays the cost of any other delivery method it asks for.

7.2 Delivery dates and delivery periods in a Quotation or Order Confirmation are estimates unless the Order Confirmation expressly states that a date is fixed. Periods are counted in Business Days from the date the Order is formed (clause 5.1 or 5.1A). We will use reasonable efforts to meet an estimated date; if a delay becomes likely, we will tell the Client promptly and give a revised date.

7.3 If we miss a fixed delivery date for reasons within our control, and the Client cannot reasonably be expected to accept further delay, the Client may cancel the affected Deliverable. The Client then pays nothing for that Deliverable, and we have no further liability for the delay.

7.4 Electronic transmission is never completely free of the risk of interception or corruption. We protect transfers as described in Schedule 3.

8. ACCEPTANCE

8.1 These terms recognise two separate events:
(a) Commercial acceptance happens when the Client confirms acceptance of a Deliverable, or 10 Business Days after delivery if the Client has raised no complaint under clause 10 by then. If the Client raises a complaint within that period, commercial acceptance happens when we redeliver under clause 10.2 or tell the Client in writing that no correction is due. From commercial acceptance the Deliverable is treated as conforming for the purposes of clauses 10.1 and 10.2, without affecting clause 10.4 or any claim for breach of clause 3.1. Commercial acceptance does not affect when we may invoice (clause 12.3).
(b) Deemed approval for administrative purposes happens when the Client, or its End Client, confirms that the Completed Work is approved for its intended use, or under clause 8.2. It closes the job in our records. Payment is not deemed approval. Deemed approval does not affect the Client’s right to a correction under clause 10.4.

8.2 Where the Client acts for an End Client, the Client will tell us within 7 days of delivery (or such other period as the Order Confirmation states) either that the End Client has approved the Completed Work or that its review is still continuing. If we hear nothing by then, deemed approval is treated as having occurred on that date. Deemed approval has no effect on either party’s rights other than closing the job in our records, and does not bind the End Client.

9. NOT USED

10. CORRECTIONS AND COMPLAINTS

10.1 The Client will raise any complaint about Completed Work in writing within 10 Business Days of delivery, identifying each alleged error or omission.

10.2 We will review each point and respond in writing within a reasonable time. We will correct accepted errors and omissions free of charge and redeliver.

10.3 We are not responsible for: preferential or subjective changes; errors caused by the Materials (including illegible, incomplete or wrong source text); or changes the Client or its End Client makes after delivery.

10.4 After the complaint period ends, we will consider further corrections at our discretion and may charge for them. Where an error in our translation, attributable to us, concerns dosage, contraindications, adverse events or reactions, warnings, patient safety or a statement of regulatory status (a clinically or regulatorily significant error), we will correct it free of charge whenever it is raised within 12 months of delivery. This concerns the accuracy of our translation only, not whether the source statement is correct. This clause is in addition to, and does not limit, the Client’s other rights, which remain subject to clause 18.

10.5 A complaint does not suspend payment of any undisputed amount.

10.6 Clauses 10.1 to 10.4 govern our correction service. They do not shorten the time for any claim for breach of clause 3.1.

11. CHANGES AND CANCELLATION

11.1 Variation. A change to a continuing Deliverable is a variation. This includes changing the scope, the source text, the word count or the instructions, and removing part of a Deliverable while the rest continues. We will confirm the effect of a variation on the price and the date in an amended Order Confirmation before continuing. We are not obliged to accept a variation. Work already done on any part removed by a variation is charged as in clause 11.3(a) to (d).

11.2 Cancellation. The Client may cancel an Order, or any Deliverable in it, by written notice. Removing a Deliverable entirely is a cancellation of that Deliverable. Work on a cancelled Deliverable stops when we receive the notice.

11.3 Cancellation Charge. The Client is liable for the Cancellation Charge on a cancelled Deliverable; we may waive or reduce it. The Cancellation Charge is a fair proportion of the quoted price of that Deliverable for the work completed up to receipt of the notice, calculated by us, acting reasonably, from our contemporaneous job records and the Task Breakdown on which the Quotation was based (which we will supply on request, and with any invoice for a Cancellation Charge):
(a) a line priced per unit (words, slides, images, hours or any other unit) counts the units completed, at the rate used for the Quotation. For translation, the units completed are measured by the share of source words in the segments translated;
(b) any other line (for example a pre-check priced per deck) counts only when finished;
(c) where the agreed price of a Deliverable differs from the total of its Task Breakdown, each line is adjusted in the same proportion; and
(d) we may add any supplier costs that we had committed to before receiving the notice and cannot recover (a booked linguist review, for example).
There is no minimum charge, and the Cancellation Charge never exceeds the quoted price of that Deliverable.

11.4 Not used.

11.5 Once the Cancellation Charge (if any) is paid, we will on request make work completed on a cancelled Deliverable available to the Client. That part-finished work is not Completed Work, and we give no assurance about its quality.

12. FEES AND PAYMENT

12.1 Prices are as stated in the accepted Quotation, as varied under clause 11.1. They exclude VAT and any other applicable taxes, which the Client pays in addition at the applicable rate.

12.2 We invoice in pounds sterling unless the Order Confirmation specifies another currency.

12.3 We may invoice each Deliverable at any time after delivery, or as the Order Confirmation states. A complaint under clause 10 does not delay payment of any undisputed amount (clauses 10.5 and 12.6).

12.4 The Client pays each invoice within 30 days of the invoice date.

12.5 Late payment. If the Client does not pay an invoice in full by its due date, we may charge, to the extent permitted by applicable law:
(a) statutory interest on the overdue amount, at the rate prescribed under the Late Payment of Commercial Debts (Interest) Act 1998 from time to time (currently 8% a year above the Bank of England base rate). Interest runs daily from the due date until the overdue amount is paid in full, before or after any judgment;
(b) the fixed compensation sum set by that Act for each late invoice: currently £40 for a debt under £1,000, £70 for a debt of £1,000 to £9,999.99, and £100 for a debt of £10,000 or more; and
(c) our reasonable costs of recovering the debt, so far as they exceed that fixed sum.

12.5A The parties agree that this clause applies the statutory right to interest under that Act, and that neither these terms nor any Order substitutes a different rate or remedy for it.

12.5B We may also suspend work on any Order while an undisputed invoice remains overdue, after giving 5 Business Days’ written notice. Delivery dates are extended by the period of any suspension.

12.6 If the Client disputes part of an invoice in good faith, it will tell us in writing, with reasons, within any period required by applicable law and, where no shorter statutory period applies, within 10 Business Days of the invoice date or, if later, of the date on which the Client could reasonably have identified the issue, and pay the undisputed part on time.

13. OWNERSHIP OF THE COMPLETED WORK

13.1 Subject to clause 14, when we receive payment in full for a Deliverable, we assign to the Client, excepting and reserving to us the licences in clause 14, all intellectual property rights that we hold, and are able to assign, in that Deliverable’s Completed Work. The assignment excludes Linguistic Assets, Our Own Resources and any third-party material. Until payment, the Client may use the Completed Work for review only.

13.2 The Materials remain the property of the Client or its licensors.

13.3 Clause 13.1 does not transfer Linguistic Assets or Our Own Resources, which are dealt with in clause 14.

13.4 We will obtain from each linguist we engage an assignment to us of their rights in their work, including segment pairs, terminology, alignment data, metadata and compilations, and a waiver of moral rights, sufficient to give effect to clause 13.1 and clause 14.

14. LINGUISTIC ASSETS AND OUR OWN RESOURCES

14.1 Our Own Resources remain ours. Nothing in these terms, or in any Order, non-disclosure agreement or instruction, gives the Client any right in Our Own Resources or requires us to return, delete or stop using them.

14.1A Licence-back. The Client grants us a non-exclusive, royalty-free, worldwide licence of the rights needed to create, retain and use Linguistic Assets from the Materials and the Completed Work, as clauses 14.2 to 14.5 allow. The licence is perpetual and includes the right to permit our linguists, subcontractors and sub-processors to exercise it on our behalf in providing services. It continues after the assignment in clause 13.1. We own only the rights that arise from our own compilation and arrangement of Linguistic Assets, and they are subject to the Client’s (and its licensors’) underlying rights in the text.

14.2 Tier 1: reuse for the Client’s own work. The Client grants us a non-exclusive, royalty-free, worldwide, perpetual licence to create, retain and use Client-Derived Linguistic Assets to provide services to that Client (and to its End Clients through that Client). This makes the Client’s future work faster, cheaper and more consistent.

14.3 Tier 2: general resource, de-identified. The Client also grants us a non-exclusive, royalty-free, worldwide licence, irrevocable for Linguistic Assets already created, notwithstanding its and its licensors’ underlying rights in the text, to retain Client-Derived Linguistic Assets, de-identified to the standard in clause 14.4, in a general linguistic resource that may inform our work for other clients. This licence may be transferred only with our business. De-identification to clause 14.4 is a condition of this licence: we will not include in the general resource any item that fails it, no item containing Personal Data, and no item from an Order for which the Client has not confirmed its authority to grant this licence (Schedule 1, item 15); material from such an Order is used under clause 14.2 only. The Client’s deletion rights under clause 17.3 do not extend to Linguistic Assets lawfully incorporated into the general resource in accordance with this clause 14.3 and clause 14.4. In return, each client benefits from the accumulated quality of the work that came before it.

14.4 De-identification standard. A Linguistic Asset is de-identified only if it contains no Client or End Client name, no product name, no commercially sensitive data, and no unpublished data or other information from which the Client, the End Client or an unpublished product could reasonably be identified by a person using information reasonably available to them. Client, End Client and product names, and commercially sensitive data, may appear in Client-Derived Linguistic Assets used under clause 14.2, but never in the general resource. We keep records showing which client account and which content owner each stored item derives from, and we will use them to demonstrate compliance on reasonable request.

14.5 Discontinuation. The Client may at any time tell us in writing to stop creating Linguistic Assets from its Materials. From then on we will create none. The licences in clauses 14.2 and 14.3 continue for Linguistic Assets already created, subject to clause 17 (except as clause 14.3 provides).

14.6 This clause 14 survives termination.

15. CONFIDENTIALITY

15.1 Each party will keep confidential the other’s non-public business information that it receives in connection with these terms (Confidential Information). It will use that information only to perform or receive the Services, or to exercise its rights under these terms, and will disclose it only to its personnel, linguists, subcontractors and professional advisers who need to know it and are bound by equivalent duties.

15.2 Clause 15.1 does not apply to information that is or becomes public other than through a breach of this clause, that the recipient already lawfully held, that it developed independently, or that it must disclose by law (with prompt notice to the other party where lawful).

15.3 Carve-out. No obligation in these terms, in any Order, or in any non-disclosure agreement between the parties to return, destroy or erase information, or to confirm that it has been done, applies to Linguistic Assets (which are governed by clause 14) or to Our Own Resources. This clause prevails over any conflicting provision in a non-disclosure agreement between the parties, whenever that agreement is signed, unless that agreement expressly refers to this clause 15.3 and excludes it. Our mutual non-disclosure agreement contains the same carve-out from its side.

15.4 These obligations last for the term of these terms and five years after the later of the end of these terms and completion of the last Order, and for trade secrets for as long as they remain secret.

16. DATA PROTECTION

16.1 Where we process Personal Data on the Client’s behalf under an Order, we do so as processor, and the Client is controller or is a processor for an End Client that is controller (in which case we are its sub-processor). The Data Processing Terms at Schedule 3 apply and form part of these terms.

16.2 Sub-processors. The Client gives general authorisation for our use of the sub-processors listed in Schedule 4, which we maintain separately. We will notify the Client of any intended addition or replacement, and the Client may object on reasonable data-protection grounds within 7 days. Where the Client’s own processing terms require its named approval of a sub-processor, we will obtain it or use another linguist.

16.3 Masking. As a security measure, before any automated or AI-assisted step, translation or linguist review, we replace names, telephone numbers and personal email addresses detected in the Materials with placeholders, and restore the real values only in the Completed Work. The key used to restore them is kept only in that job’s working folder and is deleted at job closure. Detection is automated and is not perfect (text inside images, and a first name on its own, can be missed). Masking reduces risk; it is not a promise that Personal Data is removed or anonymised, and it does not change the Client’s obligations under clause 6.4 or ours under Schedule 3.

16.4 Personal Data is kept only for as long as Schedule 3 allows. It is not subject to the retention period in clause 17.1.

17. RETENTION AND DELETION

17.1 Retention period. We retain Materials and Client-Derived Linguistic Assets for seven years from the later of the last delivery and the end of our engagement with the Client. After that we delete them, unless the parties agree otherwise. This period does not apply to Our Own Resources or to Linguistic Assets incorporated into the general resource in accordance with clauses 14.3 and 14.4, and clause 16.4 governs Personal Data. This clause 17 is subject to clause 16 and Schedule 3.

17.2 Subject to clause 16 and clause 17.3, we keep every file a Client sends us as a retained original, for the retention period, so that we can re-run, re-issue or correct past work.

17.3 Deletion on instruction. Subject to clauses 14.3 and 17.5, on a Deletion Instruction:
(a) we stop using the Materials and the Client-Derived Linguistic Assets named in it immediately;
(b) we delete them from our live systems within 30 days, including working copies, correspondence and the derived data for that client;
(c) on request, we give written confirmation of the steps completed. We do not confirm that no copy remains anywhere; and
(d) residual copies held in backups, platform version history, recycle bins and immutable version-control metadata may remain after that period. We will not access or use them, and they expire on the relevant platform’s applicable retention and backup cycle, which we will describe on request. We do not record Client or End Client names in version-control metadata, and it cannot be removed without disabling a security control. Version-control metadata is excluded from deletion.

17.4 What deletion means for the Client. There is no charge for deletion. But once Materials are deleted, we can no longer re-run the Client’s past work when our tools improve, re-issue a corrected version, or reproduce an earlier Deliverable. The Client may wish to weigh this before giving a Deletion Instruction.

17.5 Before acting on a Deletion Instruction, we may keep what the law requires us to keep, and what we reasonably need to keep while a dispute or claim is pending. Deletion does not extend to our accounting and job records or the records described in clause 14.4, and Personal Data in anything retained remains subject to Schedule 3.

18. LIABILITY

18.1 Nothing in these terms limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot lawfully be limited.

18.2 Subject to 18.1, we are not liable for loss of profit, revenue, business, goodwill or anticipated savings, or for any indirect or consequential loss.

18.3 Subject to 18.1, our total liability for all claims arising from or in connection with an Order is limited to the total fees payable under that Order. Where a claim relates to more than one Order, the limit is the total fees payable under the Orders to which it relates. The limit is the aggregate for all such claims, whenever made, including after termination. This limit applies to all claims, including claims relating to Personal Data or data protection, except that:
(a) for a claim relating to confidentiality, Personal Data or data protection, the limit is the greater of the amount above and £25,000; and
(b) for a claim that does not relate to a particular Order, the limit is the greater of the fees paid and payable under all Orders in the 12 months before the event giving rise to the claim and £25,000.
The Client may ask for a higher limit for an Order, which we will quote for. Nothing in this clause limits any right of a data subject.

18.4 We are not liable for delay or failure to the extent that it is caused by the Client’s failure to meet clause 5.2 or clause 6.

18.5 We will maintain professional indemnity insurance appropriate to the Services and to the nature and scale of our business, and will give the Client reasonable details of it on request. We will keep that cover in place during the term of these terms and for six years after the last Order.

19. EVENTS OUTSIDE OUR CONTROL

19.1 Neither party is liable for delay or failure caused by events beyond its reasonable control, other than the Client’s obligation to pay. The affected party will notify the other promptly. If the event lasts more than 30 days, either party may cancel the affected Order by written notice. The Client then pays only for the work completed before cancellation and for supplier costs committed before it that cannot be recovered, each calculated as in clause 11.3(a) to (d); no other charge is payable.

20. TERM AND TERMINATION

20.1 These terms continue until terminated. Either party may end them by 30 days’ written notice. Ending these terms does not end any Order already formed: each such Order continues on these terms until completed, unless it is cancelled under clause 11.

20.2 Either party may terminate immediately by written notice if the other: (a) commits a material breach that it has not remedied within 14 days of notice; or (b) is unable to pay its debts as they fall due, has an administrator, receiver, liquidator or similar officer appointed over it or any of its assets, passes a resolution for winding up (other than for a solvent reorganisation), has a winding-up order made against it, enters into a composition or arrangement with its creditors, or suffers anything analogous in any jurisdiction. A notice under this clause 20.2 may also terminate any or all Orders; the Client then pays for work completed and committed supplier costs, calculated as in clause 11.3(a) to (d).

20.3 Clauses 1.4, 2, 3.4, 6.2, 6.3, 6.5, 10.4, 11.3 to 11.5, 12 to 18, the last sentence of 20.2, 21 and Schedule 3 (for as long as we process Personal Data), and any other clause intended to survive, survive termination.

21. GENERAL

21.1 Entire agreement. These terms, the Schedules and each Order are the whole agreement between the parties about their subject matter, except any non-disclosure agreement between the parties, which continues subject to clause 15.3.

21.2 Assignment. The Client may not assign or transfer its rights without our written consent. We may subcontract under clause 3.3. We may assign or transfer these terms and any Order to a buyer of all or substantially all of our business or assets.

21.3 Notices are given in writing to the addresses in the Order Confirmation. Notices by email are valid.

21.4 Severance. If any provision is held invalid or unenforceable, it is treated as removed and the rest remains in force.

21.5 Waiver. A failure or delay in exercising a right is not a waiver of it.

21.6 Third parties. No one other than the parties has any right to enforce these terms.

21.7 Changes to these terms. We may update these terms from time to time. Each Quotation links to the version of these terms that applies to it, and each Order is governed by the version linked in its Quotation, as recorded in the Order Confirmation (Schedule 1, item 10). Each version is published at its own fixed, permanent web address, and the first Quotation after an update highlights what has changed. An update does not affect an Order already formed. Clauses that apply other than to a single Order (including clauses 14, 15 and 17) apply in the version most recently accepted with an Order, except that no update reduces a right the Client already holds in Completed Work, or extends a licence to Materials supplied before that update, unless the Client agrees in writing. Any other change to these terms takes effect only when agreed in writing by both parties.

21.8 Governing law and jurisdiction. These terms, and any dispute arising from them, are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.

SCHEDULE 1: WHAT AN ORDER CONFIRMATION STATES

The Client, and the End Client where one exists and can be named.
Each Deliverable, with its source and target languages and its price.
The Materials received for translation and for reference, and where each is held (clause 5.2).
Whether the Materials contain Personal Data, including special-category data (clause 6.4).
The delivery date, and whether it is fixed (clause 7.2).
That the Task Breakdown for each Deliverable is kept on record and available on request (clauses 2.1 and 11.3).
The currency, if not pounds sterling (clause 12.2).
The period for End Client confirmation, if not the standard period (clause 8.2).
Any End Client restrictions the Client has disclosed, and whether we accept them (clause 6.6).
The version and date of these terms that apply to the Order.
The version and date of the Schedule 4 sub-processor list that applies to the Order (clause 16.2).
The parties’ addresses for notices (clause 21.3).
The Quotation number, and the date on which the Order was formed and whether under clause 5.1 or 5.1A (clause 7.2).
Any invoicing arrangement other than the default in clause 12.3.
Whether the Client confirms its authority to grant the Tier 2 licence for this Order (clause 14.3).
The name of the director confirming the Order for us, given as our signature (clause 13.1).

SCHEDULE 2: NOT USED

SCHEDULE 3: DATA PROCESSING TERMS

Our data processing terms, which form this Schedule 3, are available on request and are supplied before any Order that involves Personal Data.

SCHEDULE 4: SUB-PROCESSORS

Our list of sub-processors is maintained separately. We supply it on request and before the Client’s first Order.