1. Definitions and General Information

1. ZippyLingo (the “Supplier”, the “Company”, “us”, “we” or “our”) is a trading name of Tiimbr Limited. Tiimbr Limited is a company registered in England and Wales under number 11589920, whose registered office is at 6 St. Cross Road, Winchester, Hampshire, SO23 9HX.

2. The “Service(s)”, “Work” or “Order” means any translation or any other project undertaken by, or supplied by, the Company.

3. The following outlines the terms on which the Company sells and provides all Services to you (the “Client” or “you”). All terms and conditions appearing, referred to or otherwise stipulated by the Client shall have no effect.

4. By ordering or paying for any of the Services, the Client agrees to be bound by these Terms of Service and a legally binding agreement (the “Contract”) will be entered into between the Client and the Company for the supply of the Services.

5. Our website (the “Website”) is https://zippylingo.com on which the Services are advertised.

6. By accessing our Website, requesting a quote or ordering any of the Services, the Client enters into a Contract with the Company and agrees to be bound by these Terms of Service, all applicable laws and regulations and agrees that they are responsible for compliance with any applicable local laws. If the Client does not agree with any of these terms, they are prohibited from using or accessing this site. The materials contained in this Website are protected by applicable copyright and trademark law.

7. Services may only be purchased from the Company if the Client is eligible to enter into a Contract and is at least 18 years old.

2. Use Licence

1. Permission is granted to temporarily download one copy of the materials (information) on the Company’s Website for personal, non-commercial transitory viewing only. This is the grant of a licence, not a transfer of title and, under this licence, the Client may not:

   1. modify or copy the materials;

   2. use the materials for any commercial purpose or for any public display (commercial or non-commercial);

   3. remove any copyright or other proprietary notations from the materials;

   4. remove any copyright or other proprietary notations from the materials; or

   5. transfer the materials to another person or "mirror" the materials on any other server.

2. This licence shall automatically terminate if the Client violates any of these restrictions and may be terminated by the Company at any time. Upon terminating the Client’s viewing of these materials or upon the termination of this licence, any downloaded materials, whether in electronic or printed format, in the Client’s possession must be destroyed.

3. Disclaimer

1. The materials on the Company’s Website are provided on an 'as is' basis. The Company makes no warranties, expressed or implied, and hereby disclaims and negates all other warranties including, without limitation, implied warranties or conditions of merchantability, fitness for a particular purpose or non-infringement of intellectual property or other violation of rights.

2. Further, the Company does not warrant or make any representations concerning the accuracy, likely results or reliability of the use of the supplied Services, the materials on its Website or otherwise relating to such materials or on any sites linked to this Website.

4. Accuracy of Materials

The materials appearing on our Website could include technical, typographical or photographic errors. The Company does not warrant that any of the materials on our Website are accurate, complete or current. The Company may make changes to the materials contained on its Website at any time without notice. The Company does not make any commitment to update the materials.

5. Links

The Company has not reviewed all of the sites linked to our Website and is not responsible for the contents of any such linked site. The inclusion of any link does not imply endorsement of the site by the Company. Use of any such linked website is at the user's own risk.

6. Quotations and Estimates

1. Where the Company offers a verbal quotation, this is provided for guidance only and is an estimate rather than a confirmed cost and, as such, will not be binding upon the Company. Only upon receipt of the text for translation, or other Work, will a written confirmation of the cost be provided and this will remain valid for 30 days from the date of its issue unless otherwise advised. Unless otherwise confirmed in writing, the number of words contained within the text of the source language will form the basis of the quotation.

2. The description of the source material, its purpose and any other relevant information or guidance that the Client provides will form the basis of the quotation the Company makes. If, upon receipt of the source material, we believe it to have been inaccurately described or find that, in our opinion, it differs from the description given, the quotation provided may be revised at any time.

3. After translation of the text has commenced, the Company reserves the right to increase the quoted cost if the Client makes any changes to the original source text provided. The additional cost will be agreed with the Client.

4. Upon receipt of an Order, the Client’s acceptance of a quotation or any other form of confirmation that we may proceed with the Work or upon commencement of the Work, the terms of the Contract between us will come into force.

7. Fees and Payment Terms

1. All costs for the services provided are quoted in pounds sterling (GBP) and exclude any applicable VAT or other tax payable. The Client will be invoiced for any appropriate VAT, tax or other expenses that the Company is responsible for collecting. The Client will remain liable for any penalty or interest payable by the Company, which arises as a result of a delay by the Client in paying any due taxes.

2. Unless previously agreed in writing by the Company, payment for Work undertaken will fall due within 30 days of the invoice date. However, in certain circumstances, the Company may request part payment or payment in full prior to any work being undertaken. Without prejudice to its other rights, the Company may apply a 10% service charge on any balance that remains unpaid after the due date. This additional fee will be applied to the balance due as soon as an invoice becomes overdue and, furthermore, will be applied to the balance outstanding each calendar month until full payment of the overdue balance plus the 10% service charge levied has been received.

3. If work is to be submitted in instalments or over a period of time in excess of 60 days, the Company reserves the right to send an invoice to the Client following completion of each instalment or, alternatively, invoices will be raised at milestone intervals which the Client will be advised of in advance.

4. Should the aforementioned payment terms or other terms referred to in the Contract or agreed in writing not be met and any invoice remains unpaid, the Company will be entitled to cease work on the Order submitted by you and reject any other Order from you. This is without prejudice to any other rights the Company may have in this regard.

8. Service Completion and Limitations

1. In no event shall the Company or its Suppliers be liable for any damages (including, without limitation, damages for loss of data or profit, or due to business interruption) arising from the use or inability to use the Work provided to you, even if the Company or an authorised Company representative has been notified orally or in writing of the possibility of such damage.

2. The Company prides itself on its ability to deliver work promptly and will strive to meet any given deadline. However, the period of time quoted for the completion of the Work must be accepted by the Client as being a best estimate and therefore the Company cannot be held liable for any consequences a delay, for whatever reason, in delivering the work may cause. This includes delays or disruptions caused by interruption to the service or breakdown of the Company's communication infrastructure including its servers, telecommunications system and utilities and also applies to those services that are beyond the control of the Company.

3. At the time that Work is commissioned, the Client must confirm the required completion date, should there be a specific date, which the Company will make every reasonable endeavour to meet. However, should the specified completion date fail to be met, for any reason, the Client is not entitled to withhold any payment due for the completed Work.

4. Completed Work will normally be returned by email to the Client as an electronic document or as a file which can be accessed electronically, for example using Google Docs. Should the Client require a hard copy of the Work to be delivered via the postal system, the Company cannot be held liable for any delay or failure to deliver as a consequence of the postal system being used.

5. In the event that the Client requires the Work to be completed urgently or earlier than that which would be considered within a reasonable time frame, the Company may apply a supplementary fee to cover the cost of undertaking the Work urgently, for example, overtime payments or additional staff. However, these fees and other charges which may arise as a result of the urgency of the Work will be discussed with the Client and confirmed in writing before any such costs are incurred.

6. If the Client is responsible for any delay in the completion of the Work, howsoever arising, the Company cannot be held liable for any consequences this delay may cause. Furthermore, any previously agreed deadline or delivery timeframe will immediately be invalid and the Client will be asked to agree to a new delivery date.

7. In the event that it becomes necessary to subcontract some or all of the Work, the Company reserves the right to employ the services of a contractor or contractors of its choosing.

9. Withdrawal, Cancellation and Suspension

1. Providing the Company is informed of a Client’s wish to withdraw their Order prior to the Contract being made, the Client will incur no charges.

2. A Client may cancel their Contract within 14 days without giving any reason for doing so. By using and engaging the Company, the Client understands that we will begin to provide the Services before the 14 day cancellation period has ended. The Company will only delay the commencement of Services by 14 days if this is requested and confirmed before the Contract is made. The right to cancel will be lost if the Service is provided in full before the 14 days has elapsed.

3. In the event that a Client decides to cancel the Work which has been commissioned, a fee will be invoiced for Work completed up to the date of cancellation together with any costs and expenses incurred as a consequence of the cancellation, for example, time spent in preparation prior to completing the Work.

4. If any Work that has been commissioned is then postponed or deferred by the Client, the Company will charge for all the Work that has been undertaken up to the date of the deferment or postponement in addition to any other expenses that have been incurred or may be incurred as a consequence of the deferment or postponement, for example, time spent in preparation prior to completing the Work.

5. In the event of force majeure (i.e. unforeseeable and unavoidable natural circumstances such as natural disasters, acts of war, industrial disputes, civil commotion) that interrupt or halt the expected course of events and restrict or affect the Company’s capacity to fulfil the Work as agreed, the Client will be required to pay for any Work which has already been completed by the Company. The Company will then make every endeavour to help the Client to place their commission with a suitable alternative Supplier.

6. Should a Contract be terminated, this will not prejudice the rights or remedies that either party may have accrued.

10. Delivery of Work

1. The Company will not be held responsible for consequences arising from a delay in the delivery, failure to deliver or as a result of the performance of the Work if any such delay, late delivery, failure to deliver or performance of the Work is due to Suppliers, contractors or subcontractors, labour shortages, acts of God, fire, flood, exceptional weather conditions, industrial action, hostilities, Government intervention (whether or not legally enforceable) or any other event beyond the Company’s control or circumstances of an unforeseeable or unavoidable nature.

2. Once the Work has been delivered electronically, faxed or placed in the postal system or with a courier, delivery will be deemed to have taken place at which point all risk will be assumed by the Client.

3. Should there be any loss of or damage to the files or documents relating to the Work, the Company will supply one replacement copy from their retained records without further charge.

4. If the Client requests that the Company uses the services of a third party, the Company will not be liable for any delays, omissions or defaults caused by any third party.

11. Complaints, Responsibility and Liability

1. If the Company is unable to fulfil its obligations to the Client in circumstances where the ability to fulfil those obligations is beyond its control, the Company will bear no liability for any obligations due to the Client.

2. In the event that a Client wishes to raise a complaint with regard to any Work, the complaint must be made in writing to the Company within five days following receipt of the Work by the Client. Whilst the Company agrees to remedy free of charge any errors, omissions or inaccuracies for which it is at fault, the responsibility of the Company to rectify these matters is limited to errors, omissions and inaccuracies that it feels the Client is justified in raising. The Client must offer the Company the opportunity to correct any suspected errors within the Work but must not withhold or delay payment whilst any alleged issues are dealt with. The Company will seek to deal with all complaints in a timely and proper manner.

3. At no time will the Company be held liable by the Client or a third party for any consequential damage or loss arising from the utilisation of the Work provided. This includes, but is not limited to, loss of revenue and profit, loss of business or contracts, damage to reputation, loss of goodwill or any indirect loss or damage arising as a consequence of using the work provided. The Company must be indemnified by the Client against all claims made upon it with regard to any alleged consequential loss or damage.

4. Unless specifically referred to in the Contract, no conditions or warranties, either explicit or implied, regarding the quality of the Work or its fitness for purpose will apply.

5. The Company will make every effort to ensure that the translation of the Client’s original text is accurate and uses native language. However, a translation will not completely replicate an original text of a good standard and therefore the Company accepts no liability for any alleged impact or issues deriving from the translation.

6. Despite its best endeavours, the Company will not guarantee that the Work provided will meet the Client’s exact requirements and nor does the Company warrant that the Work will be free of errors as regards its precision, correctness or dependability.

7. The Client agrees that, for five years from the date of the Contract’s termination, whether directly or indirectly and whether on the Client’s own account or through any other third party, individual or business, no attempt will be made to employ, solicit or seek to entice away from the Company or attempt to employ the services of a translator or Supplier who has previously supplied Work through or on behalf of the Company to the Client. Should this requirement be breached, the Company is entitled to receive a payment from the Client that is equal to the total remuneration paid to the translator or Supplier by the Company in the four years prior to the date of the breach of this clause.

12. Nature and Scope of Translation Projects

1. A translation is defined as being the straightforward and virtually literal conversion of content written in one language (the source language) to another language (the target language). This is undertaken by a translator who is cognisant of the grammar and vocabulary and who has sufficient experience and knowledge of both the source and the target languages. Translation does, to an extent, rely on adapting and copy editing the original material whereby its main concepts are retained. However, the way in which these are expressed in the target language may be very different in order to enhance the meaning or motive of the original text. Every effort will be made by the Company to produce an accurate and native translation of the original content subject to the clauses below.

2. The standard of the original written content will be reflected in a translation whereby if concepts are poorly presented, inappropriate vocabulary has been chosen, typographical errors exist, or the content is factually flawed, then instances of these issues may appear in the translated content. In this event, the Company will not make any decisions as to remedies or improvements regarding these issues on the Client’s behalf and as such the Company will not uphold any criticism of a translation where these inaccuracies existed in the original material and thus appear in the translation. However, the Company may inform the Client that such inadequacies exist.

3. If, in order to undertake an accurate translation of particular content, knowledge of topic-specific terminology is required, the Client should not assume that the Company is in possession of or can easily acquire that knowledge, for example, if it is particular to a client, company or profession. Where this is the case, the Client must provide the Company with sufficient guidance, for example, a glossary or lexicon, so that the Company can achieve an accurate translation of the Work. However, if the content is of a specialist nature, the Company will seek the services of a translator who is suitably experienced or qualified in the specialism.

4. In the event that the Client originally identified a specific use for the translated content and subsequently wishes to use the Work for a purpose other than that for which was specified, the Client should seek assurance from the Company that the translated Work is appropriate for that alternative use. The Company cannot be held responsible if the Work is used for an alternative purpose to that which was originally intended and reserves the right to request further payment should the Work require any amendments for its new purpose.

5. If the Contract stipulates, or if the Client requests, that proofs of the Work are to be submitted for approval by the Client, the Company will accept no liability for any mistakes that remain uncorrected or for any amendments or revisions that the Client makes to the returned proof.

13. Client’s Property

1. Documents, content in whatever format and any other property provided by the Client to be retained and dealt with by the Company are done so at the Client’s own risk. The Company will not be liable for the consequences of any damage or loss to material or property provided to it.

2. When any document, content or property of a Client remains in the keeping of the Company for longer than 12 months after the completed Work to which it refers has been submitted to the Client, the Company reserves the right to make arrangements to destroy or dispose of the property.

14. Confidential Information

1. Any information which is deemed to be confidential to either the Company or the Client in connection with the Work may not be used by the other party, in whatever form.

2. Neither the Company nor the Client may disclose each other’s Confidential Information to any other party.

3. The Confidential Information of either party may be disclosed in the following circumstances:

   1. If required to do so either by law or by another regulatory authority, a party may disclose the Confidential Information provided that, where reasonably practical, that party informs the owner of the Confidential Information of the requirement to disclose it and liaises with the owner as to the style, extent and timing of the required disclosure and cooperates with the owner should there be a challenge regarding the validity of the required disclosure.

   2. When the duties of personnel, subcontractors or any other person whose responsibilities require the disclosure of the Confidential Information provided that any such party in receipt of the disclosure is fully cognisant of and complies with the requirements of these Terms of Service.

4. All obligations contained within the clause referring to Confidential Information will continue following termination of the Contract with no time limitation.

5. The Client and the Company understand that the obligations contained within the Confidential Information clause are both essential and practical for the purpose of protecting the party who makes a disclosure. Furthermore, both parties agree that a remedy relating to damages would be insufficient to compensate the party who makes the disclosure against damages caused by the breach of confidentiality by the party who received the disclosure of Confidential Information. As such, both parties agree that, as well as any other remedies available, the party who makes the disclosure may seek relief by means of injunction against any breach of the Confidentiality Agreement by the party who receives the disclosure with no necessity to prove actual damages caused.

15. Illegal Content

1. If, in the opinion of the Company, any content submitted for translation is deemed to be illegal or libellous, then the Company will not be required to complete the Work. Where the copyright of content submitted for translation is known to exist, the Client must warrant that all necessary consents have been obtained for the Work to proceed.

2. The Client will indemnify the Company against any proceedings or claims against and any costs or expenses incurred as a result of libellous content which is printed, published or distributed by the Client following completion of the Work. Furthermore, the Client will also indemnify the Company for infringements of, including, but not limited to, any copyright, intellectual property, patent or design rights.

16. Intellectual Property, Copyright and Risk

1. Upon receipt of payment in full for the Work, all the intellectual property and copyright of both the original content and the Work will be vested in the Client. However, the Company (or its subcontractors) will be granted permission by the Client to both store and use the original content for the duration of the Contract in order to provide Work to the Client.

2. All risk of damage to or the loss of the Work will revert to the Client as soon as the completed Work has been delivered by the Company.

17. Data Protection

1. Both parties warrant that, in undertaking their obligations under these Terms of Service, the appropriate provisions of the Data Protection Act 2018 are complied with.

2. If the Company is required to process any data during the course of undertaking the Work, this will only be done upon receiving appropriate instructions from the Client.

18. Charitable Donations

We reserve the right to amend the percentage of your order total (excluding VAT) donated to charity at any time without prior notice. By placing an Order, you agree with the current charitable donation percentage, as indicated on the dedicated Charitable Donations page, and in the Charitable Donations section in our FAQs.

19. Closing Provisions and Miscellaneous

1. With regard to the fulfilment of this Contract between the parties, both the Client and the Company agree to cooperate with each other and to immediately inform the other party should any problem occur that may interfere with, impede or delay the undertaking of the Work. In this regard, communication by email will be deemed to be written notification and written information for the duration of this Contract.

2. Should any provision contained within these Terms of Service at any time be deemed invalid or unenforceable, such provisions will be removed from the remaining Terms of Service. The removal of any such invalid or unenforceable provisions will ensure that no other provisions of the Terms of Service can be considered to be affected by invalidity or unenforceability.

3. No individual or company who is not a party to this Contract will have any rights under the Contracts (Rights of Third Parties) Act 1999 with regard to the enforcement of any provision contained within this Contract.

4. No clause contained within these Terms of Service or the Contract between the Client and the Company is intended or will create a partnership or joint venture between the two parties and nor will it permit either party to represent itself as an agent for the other party. Neither the Client nor the Company have the capacity to act in the name of or on behalf of each other or to make a binding commitment of any nature including, but not limited to, making any warranties or representations or assuming any liability or responsibilities.

5. Both the Company and the Client are obligated to protect any business confidences, information, data or statistics that they become aware of for the duration of the Contract, the disclosure of this material to a third party may violate or threaten the Client’s personal interests, the Company or any third party. Both the Company and the Client will avoid any conduct that damages or may damage the reputation of either party or a third party or could jeopardise economic factors.

20. Governing Law and Jurisdiction

These Terms of Service are governed by and construed in accordance with the laws of England and Wales and the Client irrevocably submits to the exclusive jurisdiction of the courts of England and Wales.

21. Changes to This Policy

The Company may revise these Terms of Service which apply to its website at any time without notice. By using this website, the Client agrees to be bound by the then current version of these Terms of Service.

These Terms of Service were last amended on 11th December 2019 at 13:32.