Kingston Interpreting Service - Terms and Conditions

Schedule 1: Services
Schedule 2 and associated annexes: Data Protection
Current Tariff
SCHEDULE 1: Services

1. DEFINITIONS AND INTERPRETATION

“Agreement” means this agreement comprising the clauses, Schedules hereto the Quotation and the Order hereto;

“Applicable Law” means any law for the purposes of anti-bribery and corruption or anti-money laundering;

“Business Day” means any day outside weekends and UK bank holidays between 9am and 5pm (GMT);

“KIS ” means Kingston Interpreting Service

“Charges” means the charges payable by the Customer to KIS for the provision of the services as set out in the Quotation or the current tariff;

“Customer” means the Service, company, firm, body or person whose name and details appear on the Quotation to whom KIS is to provide the Services under this Agreement;

“Data Protection Laws” means:

• (a) up to and including 24 May 2018, EC Data Protection Directive 95/46/EC and the
• United Kingdom Data Protection Act 1998;
• (b) on and from 25 May 2018, the Data Protection Legislation as defined in Schedule 2
• (Data Protection); and
• (c) all laws and regulations and sector recommendations containing rules for the protection
• of individuals with regard to the Processing of Personal Data, including without limitation
• security requirements for, and the free movement of, Personal Data;

“Effective Date” means the date of the Order;

“Face to Face Interpreting” means the provision of an Interpreter to attend a face to face appointment between the Customer and the service user at a Customer venue. The Interpreter will interpret on behalf of the Requester to ensure understanding between parties. This would include interpretation of verbal and non-verbal languages, including but not limited to,

• “Force Majeure” means any act, omission, event or circumstance, beyond the reasonable control of the party affected, including but not limited to, any act of God,
• Fire,
• Disaster,
• War,
• Civil commotion, Riots,
• Insurrection,
• Embargo,
• Prevention from or hindrance in obtaining raw materials,
• Energy or other supplies,
• Explosion,
• Industrial dispute affecting a third party for which a substitute third party is not reasonably available,
• Breakdown of plant or machinery,
• Computer system failure,
• Severe weather conditions,
• Accident, or any act of any governmental, regulatory or other official body;

“Good Practice” means the exercise of that degree of skill, care, diligence prudence and foresight that would ordinarily be expected from a skilled and experienced person seeking in good faith to comply with its contractual obligations under this Agreement and all applicable law and engaged in the same type of undertaking and under the same or similar circumstances and conditions as those envisaged by this Agreement;

“Inducement” means (i) any payment, gift, consideration, benefit or advantage of any kind, which is (or is agreed to be) offered, promised, given, authorised, requested, accepted or agreed, whether directly or indirectly (through one or more intermediaries) which could act as an inducement or reward, for any form of improper conduct by any person in connection with their official, public, fiduciary, employment or business role, duties or functions; and/or (ii) anything that would amount to an offence of bribery or corruption under Applicable Law; and/or (iii) any facilitation payment; and “Induce”, “Induced”, “Inducing” and other variants of “Inducement” shall be construed accordingly;

“Interpreter” or “Translator” means the linguists used by KIS in the provision of the Services;

“Law” means:
(a) any applicable statute or proclamation or any delegated or subordinate legislation;
(b) any enforceable community right within the meaning of section 2(1) European Communities Act 1972;
(c) any applicable guidance, direction or determination with which KIS and/or the customer is bound to comply by Law or which are generally complied with by companies in a similar market to KIS to the extent that the same are published and publicly available or the existence or contents of them have been notified to KIS by the Customer; and
(d) any applicable judgment of a relevant court of Law which is binding precedent;

“Order” means an order for the Services received by KIS from the Customer by way of a purchase order or written confirmation in response to a Quotation that the Customer accepts the Quotation and for KIS to provide the Services;

“Original Works” means the documents, files, materials and works provided by the customer for the purposes of carrying out the Services;

“Pre-existing Intellectual Property” means any Intellectual Property Rights, which are owned by or licensed to each party prior to the Effective Date;

“Quotation” means the provision of a price breakdown for Services requested by the customer and which specifies the Charges. KIS may submit the Quotation via email or via a portal for acceptance by the Customer within 30 (thirty) days;

“Relevant Supplier” means KIS or the representative member of any VAT group of which KIS is at any relevant time a member;

“Requester” means the Customer or the service user requiring the Services;

“Services” means the services provided to the Customer by KIS under this Agreement and set out within the Quotation and in response to an Order;

“Subcontractor” means an Interpreter, a Translator and/or a person and/or an agency providing elements of the Services to KIS;

“Telephone Interpreting” means a service where the service user can call a designated telephone number and be connected to an Interpreter;

“Translated Works” means the result of all translations of Original Works and Services required to be undertaken by KIS on behalf of the Customer under this Agreement;

2. SERVICES

2.1 The Customer appoints KIS to provide the Services and KIS agrees to provide the services in response to an order on the terms contained in this Agreement. All orders should be made via the online portal except for short notice bookings. Log in details are available on request.

2.2 Quotations are not binding on KIS and a contract will only come into being when KIS issues a written booking confirmation of the order, or when KIS delivers the translated works to the Customer, whichever occurs first.

3. DELIVERY

The dates for delivery of the translated works, or the dates for carrying out the services, are approximate only and, unless otherwise expressly agreed by KIS, time is not of the essence for delivery or performance, and no delay shall entitle the customer to reject any delivery or performance or to repudiate or terminate the Agreement.

4. KIS OBLIGATIONS AND WARRANTIES

4.1 KIS undertakes and agrees with the customer that it shall, at all times during the continuance of this Agreement, perform or procure the performance of the services in accordance with Good Industry Practice.

4.2 KIS shall use all reasonable care and skill in selecting the appropriate and qualified resource to perform the services in accordance with the terms of this Agreement.

4.3 KIS will use reasonable endeavours to provide the services to meet the requirements of the customer set out the quotation. The Customer acknowledges that any original works, translated works and face to face interpreting services submitted by either party over the internet cannot be guaranteed to be free from the risk of interception or error free even if transmitted in encrypted form and that KIS has no liability for such loss, corruption or interception of any original works or translated works or services.

4.4 Except as expressly provided in this Agreement no warranty, condition, undertaking or term, expressed or implied, statutory or otherwise as to the condition, quality, performance or fitness for purpose of the services will be assumed by KIS and except as expressly provided in this Agreement all such warranties, conditions, undertaking and terms are excluded to the extent permitted by law.

4.5 KIS shall not be responsible for checking the accuracy of the original works.

4.6 KIS shall only be obliged to retain original works and translated works in any format (including electronic format and hard copy versions of original works and translated works) for the purposes of returning the same to the customer on or after termination or expiry of this Agreement or upon  reasonable request from customer at any point during the continuance of this Agreement, for a period of 12 (twelve) months from receipt of the original works by KIS. KIS shall not be obliged to provide any original works or translated works to the Customer on the expiry of 12 (twelve) months of receiving original works from the customer.

4.7 The role of the interpreter excludes the written translation of any text and is confined to spoken dialogue only.

4.8 Unless specified otherwise, Translation Works format will match Original Works format (where possible) unless expressly requested otherwise by Customer at quotation stage and/ or otherwise recommended by KIS.

4.9 Quotation assumes all content within document is legible; the Customer will be notified when content is illegible.

5. CUSTOMER’S OBLIGATIONS AND WARRANTIES

5.1 The Customer warrants, undertakes and agrees with KIS that it shall at all times during the continuance of this Agreement:

5.1.1 obtain and maintain all consents, permissions and licences necessary to enable KIS to perform its obligations under this Agreement; and

5.1.2 provide sufficient information and materials to KIS as reasonably requested by KIS in the provision of the services and performance of its obligations under this Agreement; and

5.1.3 comply with the terms of any software licence agreement in place from time to time between the parties; and

5.1.4 have all requisite corporate power and authority to enter into this Agreement.

5.2 Unless otherwise agreed, the customer appoints KIS as sole supplier to the customer for the services and the customer therefore undertakes that it will not appoint any person other than KIS to supply the services to the customer.

5.3 In the event the customer requires KIS to provide the services on customers premises, or any other premises designated by the customer, the customer shall:

5.3.1 Assign members of staff with suitable skill and experience to be responsible for KIS activities; customer should ensure that the interpreter is not left alone with the service user; neither should the interpreter enter a property without the service provider being present. The service provider should arrange to meet the interpreter outside the address before the assignment, or in a reception area.

5.3.2 Provide such access to premises, systems and other facilities which may be reasonably required by KIS;

5.3.3 Provide such information as may be required by KIS to carry out the services and ensure all such information is correct and accurate;

5.3.4 Ensure that all necessary safety and security precautions are in place at customers premises.

5.4 KIS shall be entitled to charge the customer for any additional costs and expenses which KIS may incur as a result of any hazardous conditions or material encountered at the customer premises.

5.5 Recordings , no record of an Interpreter’s work shall be made without the Interpreter’s prior consent, except where such recording is inherent within legal proceedings. Recordings, which are intended for broadcast or publication, may incur an additional fee.

5.6 KIS shall not be obliged to continue to perform the services where the customer breaches any of the warranties given by the customer in this clause 5, or where KIS considers there is a safety hazard or such performance would represent a breach of law.

5.6 For the avoidance of doubt the customer shall notify KIS of any complaint, errors and/or request amendments with respect to the services or translated works within 30 (thirty) days of receipt of quotation. Requests for amendments after 30 (thirty) days of receipt by customer of the translated works or services may incur additional charges. Unless otherwise agreed, KIS shall only accept requests for amendments in text, bilingual word or annotated PDF file format.

5.7 The Customer shall specify the document type (e.g. any Microsoft Office, PDF, Adobe InDesign), styles, font, character size, layout, paper size and required target format at the time each translation is requested. If no specification is made the document will be returned in its original format.

5.8 The Customer shall provide including but not limited to any specific house style guides, terminology glossaries, branding/visual guides. Where these are not provided and preferences not stated, linguists will translate to their best judgement. Should latterly these decisions, in the absence of reference material, differ to the Customer’s expectation, then additional costs shall apply to rectify this.

6. CHARGES AND PAYMENT

6.1 In consideration of the provision of the services, the customer shall pay KIS the charges set out in the quotation or at the current tariff and in accordance with this Agreement.

6.2 KIS will invoice the customer for the charges, together with any applicable VAT and/or other local taxes as applicable which shall be payable by customer, in accordance with this Clause 6 and the provisions of the quotation for translated work.

6.3 Where applicable, on each anniversary of this Agreement, the charges shall be reviewed in line with the Index. Confirmation KIS will send a booking confirmation to the customer providing a unique job reference number for each booking, language, name and sex of the interpreter, job date, start time and end time, Client identifier (e.g. initials), client gender, meeting contact, address and details of the job type. Booking confirmation will be sent for face to face and telephone bookings. The customer is required to check all confirmations for accuracy (times, dates, locations etc).

Short notice bookings fees and Charges

• Office hours are Monday to Friday, 9am until 5pm.
• Out of hours bookings, public and bank holidays are charged at an additional rate according to the tariff..
• Short notice bookings are charged at 100% increase on standard rates bookings made with in 24hrs of delivery.
• Booking cancellations KIS must be notified of any amendments as soon as possible.
• Additional costs may be incurred for amendments made within 24 hours of the booking start time.
• Cancellations can only be processed within office hours.
• Cancellations sent outside of these hours will not be recorded until the office is open and that is the time that the cancellation is recorded as submitted. Spoken language interpretation
• Providing 24 hours notice or less the customer will be charged 100% of the fee.
• If the notice is not sufficient to avoid travel costs, then this cost will be charged to the customer to reimburse the interpreter’s travel.
• Providing notice of the cancellation between 8-14 days the customer will be charged 50% of the fee.
• Providing notice of 7 working days or less the customer will be charged 100% of the fee.
• Wherever possible, please provide at least 7 working days’ notice for interpreter bookings.

Interpreters & Translators

• All interpreters registered with KIS are freelance self employed professionals.
• Interpreters carry an ID badge issued by either Royal Borough of Kingston or NRCPD. Interpreters are contracted under an Agreement which contains a Code of Conduct.
• All interpreters hold an enhanced DBS certificate.
• All BSL interpreters are fully qualified and registered with the NRCPD. Interpreters are qualified to a minimum of level 3 in Community Interpreting or with relevant professional experience.
• Translated works will be produced using experienced linguists with expertise in translating documents who will translate documents into their Mother Tongue. All translated works are proof-read before delivery and certification is available.

Working Conditions

For BSL to English interpretation, the customer is to ensure that speakers are well lit and in clear sight of the Interpreter or made visible by means of an image providing a clear and detailed view of the speaker’s face and body movements sufficient for the Interpreter’s requirements. This may require the provision of audio/visual equipment, which shall include a microphone and television monitor, for the sole use of the Interpreter. For English to BSL interpretation the customer is to ensure that the Interpreter is positioned so that they are sufficiently near to the speaker to be able to hear and can be clearly seen by users of the service. This may require the provision of additional lighting and audio equipment in the form of a ‘fold-back’ speaker, for the sole use of the Interpreter. If this is not possible, the customer shall ensure that the speaker’s voice or film/video sound track is in any case clearly conveyed directly to the Interpreter without interfering noise. Travel time and costs for BSL will vary.

Co Working

BSL bookings lasting longer than 120 minutes of continuous interpreting may require a Co-worker. For example: workshops, meetings, lectures, presentation,multi-agency meetings. This allows the interpreters to work in relay.

Preparation

Please endeavour to give interpreters any preparation material prior to the assignment date, e.g. speaker notes, PowerPoint presentation, scripts, songs If the interpreter arrives at an assignment and the customer contact fails to arrive for whatever reason, this shall be treated as a cancellation. In these circumstances, the interpreter will endeavor to make contact with KIS to establish if the assignment is still able to continue. If no contact can be established, the interpreter will wait for no more than 30 minutes (or the duration of the booking, if shorter) before leaving. Full fees and reimbursement will be applicable in these circumstances.

Working Hours

The working hours will be agreed upon at the time of booking. Out of hours rates will apply outside of office hours. Interpreters should not be asked to work for extended periods of time. The customer should ensure that interpreters are given the opportunity for short breaks of at least 15 minutes if the assignment is running longer than 90 minutes. Interpreting can be very demanding and interpreters should be provided with sufficient breaks to eat and rest. No demands shall be made on the skills of the interpreter during rest breaks. If in the course of an interpreting assignment it is found that interpreting services will be required for an additional period after the agreed period of work for which the interpreter was initially contracted, the interpreter may be invited, but not compelled to continue for a further agreed period on that same day. If the interpreter consents to extend the booking, additional fees shall be paid in accordance with KIS charging policy. To continue for a further agreed period on subsequent days a new bookings request is necessary to KIS. Bookings cannot be made directly with the interpreter and they should not be contact directly.

6.4 The charges shall be exclusive of value added tax (VAT) (if any) or any other local applicable equivalent taxes, or other government excise or sales duties and taxes in forcefrom time to time, which shall be paid additionally, where applicable, by the customer at the rate and the manner prescribed by law from time to time. KIS shall invoice the customer for all appropriate taxes and expenses for which KIS is obligated to collect. The customer shall be liable to pay any penalties or interest on such taxes which are payable by KIS as a result of any delay by the customer in paying such taxes.

6.5 Payment of all charges and invoices shall be made by the customer in full and in cleared funds, within 30 (thirty) days from the date of invoice. All payments shall be made without deduction or set-off.

6.6 In the event that the customer fails to pay any undisputed amounts when due, KIS may, provided it has given a minimum of 30 (thirty) days’ notice to the customer of such failure, and such notice has expired, cease accepting any new work requests for services from the customer until full payment for the outstanding amount is received.

6.7 KIS reserves the right to charge an administration fee on overdue sums of £50.00 (fifty pounds) will be applied after 60 (sixty) days and a further £50 after 90 (ninety) days.

6.8 Disputed Invoices:

6.8.1 If the customer disputes, in good faith, any items on an invoice in whole or in part the customer shall notify KIS of the reasons within 14 (fourteen) days.

6.8.2 KIS and the customer shall use their respective reasonable endeavours to resolve any such dispute in accordance with clause 14 (Dispute Resolution).

6.8.3 On settlement of the dispute and dependent upon the outcome KIS shall either submit an invoice for sums due and the customer shall make the appropriate payment in accordance with the provisions of clause 6.6 or KIS shall issue a credit note to customer for the sums in dispute.

6.9 Any payments made by or due from the customer under this Agreement shall be free and clear of all taxation whatsoever save only for any deductions or withholdings required by law.

6.10 If any deductions or withholdings are required by law, the customer shall be liable under this sub-clause 6.10 to pay to KIS such further sums as will ensure that the aggregate of the sums paid or payable under this sub-clause and clause 6 shall, after deducting therefrom all deductions or withholdings from such sums, leave KIS with the same amount as it would have been entitled to receive under clause 6 in the absence of any such deductions or withholdings.

6.11 The parties shall use commercially reasonable efforts to do all such acts and to sign all such documents as will enable them to minimize the amount of any such withholding tax obligation. In the event there is no applicable double taxation agreement or treaty, or if an applicable double taxation agreement or treaty reduces but does not eliminate such withholding or similar tax, the paying party shall deduct any withholding taxes from payment and pay such withholding or similar tax to the appropriate government authority, deduct the amount paid from the amount due to the receiving party and secure and send to the receiving party proper evidence of payment of all withholding tax and other certificates that might be required and sufficient to allow KIS to document such tax withholdings adequately for purposes of claiming foreign tax credits and similar benefits.

6.12 Quotations shall not be binding on KIS and are given on the basis that the terms quoted will remain open for acceptance by the customer to place an order for 30 days (thirty) from the date of quotation. An order can can be an instruction to proceed or go ahead.

6.13 Quotations are given on the basis of a description given by the customer or its authorised representatives of the original works, the purpose of the translation and any other relevant instructions given to KIS necessary to enable KIS to perform the services. Such quotations may be amended at any time if, in KIS’s sole opinion, the actual original works received from the customer differs from or is inadequate or inaccurate to the description, purpose or instructions relating to the original works received by KIS prior to providing a quotation.

6.14 Unless agreed in writing to the contrary the parties agree that charges shall in be pounds sterling.

6.15 In the event that a KIS is required to issue the customer with a credit note due to incorrect information supplied by the customer a £25 (twenty five pounds) admin fee shall be applied by KIS.

7. TERM AND TERMINATION

7.1 Subject to clause 7.2, this Agreement shall commence on the effective date and shall continue in force until the services set out in the quotation have been completed in accordance with the terms of this Agreement.

7.2 Either party may terminate this Agreement immediately if:

7.2.1 the other party commits any material breach of this Agreement and fails to remedy such breach within 30 (thirty) days of written notice notifying the breach and requiring its remedy;

7.2.2 the other party becomes bankrupt or makes any arrangement with or for the benefits of its creditors or (being a company) enters into compulsory or voluntary liquidation or amalgamation (other than for the purpose of a bone fide reconstruction or amalgamation without insolvency) or has a receiver or manager appointed of the whole or substantially the whole of its undertakings or if any distress or execution is threatened or levied upon any property of the other party or if the other party is unable to pay its debts as they fall due; or

7.2.3 an event of Force Majeure which prevents the supply of the services persists for 3 (three) months or more.

7.3 Where the customer has placed an order and subsequently requests to cancel such order for any reason whatsoever, the full charges for the order shall remain payable by the customer according to the current tariff unless otherwise agreed in advance by both parties.

8. CONSEQUENCES OF TERMINATION

8.1 Upon termination or expiry of this Agreement for any reason whatsoever:

8.1.1 KIS shall cease to perform any of the services;

8.1.2 any outstanding charges shall remain due and payable by the customer to KIS in accordance with the terms of this Agreement within 30 (thirty) days of the date of invoice and, in respect of services supplied but for which no invoice has been submitted, KIS may submit an invoice, which shall be payable within 30 (thirty) days of the date of invoice except where any invoice is disputed by the customer which shall be resolved in accordance with clause 14;

8.1.3 KIS shall deliver to the customer, at the customer’s expense and where practicable, any original works and other materials supplied to KIS, except as required by law or to maintain proper books and records;

8.1.4 each party shall return to the other any of the other party’s confidential Information; and

8.1.5 the customer shall pay to KIS any necessary breakage costs or any unrecovered investment balances.

8.2 Termination of this Agreement does not affect either party’s accrued rights, remedies and obligations at the date of termination and the continuation of any provision expressly stated to survive or implicitly surviving termination or expiry shall not be affected. For the avoidance of doubt, termination or expiry of this Agreement will not relieve the customer of its obligation to pay the charges in respect of any services supplied by KIS t customer prior to the date of termination or expiry.

9. CONFIDENTIALIT

9.1 In this Agreement “Confidential Information” shall mean any information which is marked as confidential, or is by its nature clearly confidential including, without limitation, any information relating to that party’s services, operations, plans or intentions, service information, design rights, trade secrets, market opportunities, technical know-how, business affairs or those of its clients and is disclosed (whether in writing, verbally or by any other means and whether directly or indirectly) by either party (“the Disclosing Party”) to the other (“the Receiving Party”). Confidential Information shall also include the terms of this Agreement.

9.2 The Receiving Party shall only use the Confidential Information solely for the purposes of performing its obligations in accordance with the terms of this Agreement.

9.3 The Receiving Party will exercise in relation to the Disclosing Party’s Confidential Information no lesser security measures and degree of care than those which the Receiving Party applies to its own confidential information and in any event will exercise a reasonable and appropriate degree of care and protection.

9.4 The Receiving Party undertakes not to disclose any of the Disclosing Party’s Confidential Information to any third party except that it may disclose such Confidential Information to its employees, professional advisors, personnel, contractors, agents, subcontractors or any person whose duties reasonably require such disclosure but only to the extent necessary for the performance of its obligations under this Agreement. The Receiving Party shall ensure that any third party to whom it discloses the Confidential Information shall be informed of the confidential nature of the information and be bound by obligations of confidentiality on terms no less onerous than those set out in this Agreement.

9.5 The Receiving Party undertakes to destroy or subject to clause 4.6 return (at the Disclosing Party’s discretion) to the Disclosing Party all of the Disclosing Party’s Confidential Information in its possession, custody or control on receipt of a request to that effect and, in any event, upon termination or expiry of this Agreement.

9.6 Without prejudice to any other rights or remedies that either party may be entitled to, the parties acknowledge that damages may not be an adequate remedy for breach of these confidentiality obligations and agree that both parties will be entitled to seek the remedies of injunction, specific performance and any other available equitable relief for any threatened or actual breach.

9.7 The provisions of this Clause 9 shall not apply to any Confidential Information:

9.7.1 to the extent that it is or comes into the public domain otherwise than as a result of a breach of this Agreement by the Receiving Party;

9.7.2 which the Receiving Party can show by its written records was in its possession prior to receiving it from the Disclosing Party and which it had not previously obtained from the Disclosing Party or a third party on its behalf under an obligation of confidence; or

9.7.3 has been independently developed by the Receiving Party without access to the Confidential Information; or

9.7.4 which after being disclosed to the Receiving Party, is disclosed to that party again by a third party at liberty to disclose it to that party;

9.7.5 Which is required to be disclosed by law or any regulatory authority, provided that the party that is required to disclose the Confidential Information, where practicable and legitimate to do so:

9.7.5.1 promptly notifies the owner of any such requirement; and

9.7.5.2 co-operates with the owner regarding the manner, scope or timing of such disclosure or any action that the owner may take to challenge thevalidity of such requirement.

9.8 Notwithstanding termination or expiry of this Agreement, the obligations of each party concerning confidentiality shall terminate 5 (five) years following receipt of the Confidential Information.

11. SUBCONTRACTORS

11.1 KIS may supply the services through subcontractors.

11.2 KIS shall be entitled to select such subcontractors as it thinks fit to perform the services and no prior consent of the customer (written or verbal) shall be required with respect to the use of subcontractors.

11.3 Subcontracting to subcontractors shall not in any way relieve KIS from its obligations to provide the services and KIS shall, subject to the provisions of clauses 5 and 10 of this Agreement, be liable for any subcontractor’s performance of the services.

11.4 If KIS need to provide interpreting services through a subcontractor the customer will be notified of any additional fees and charges and a new quotation may be issued.

12. FORCE MAJEURE

12.1 Neither party shall in any circumstances be liable to the other for any loss of any kind whatsoever including but not limited to any damages or abatement of charges whether directly or indirectly caused to or incurred by the other party by reason of any failure or delay in the performance of its obligations hereunder which is due to Force Majeure. Notwithstanding the foregoing, each party shall use all reasonable endeavours to continue to perform, or resume performance of, such obligations hereunder for the duration of such Force Majeure event.

12.2 The affected party shall notify the other party as soon as reasonably possible of the cause and the likely duration of the cause, the performance of the affected party’s obligations, to the extent affected by the cause, shall be suspended during the period that the cause persists.

13. ETHICAL BEHAVIOUR

13.1 The Parties shall not, and each party shall ensure that its respective affiliates and personnel shall not, Induce or do or agree to do any other act, failure to act or thing in connection with the provision of the services or any other agreement between any customer affiliate and any member(s) of KIS. or its subcontractors (to the extent engaged by KIS in providing the services to the customer), including the performance or award of any such agreement, that contravenes any applicable Law or requirement of a regulatory authority relating to anti-bribery and corruption or anti-money laundering, including:

13.1.1 the UK Bribery Act 2010 (and/or the laws and legislation it repeals), the Proceeds of Crime Act 2002, the Theft Act 1968, the Fraud Act 2006 and the Companies Act 2006;

13.1.2 in the case of a Public Official, any Applicable Law applicable to the Public Official in his capacity as such; and

13.1.3 the principles described in the Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, signed in Paris on 17 December 1997, which entered into force on 15 February 1999, and the commentaries to it (as amended and/or added to from time to time).

13.2 The customer undertakes, warrants and represents that it shall maintain policies, procedures and guidelines that are applicable to all customer affiliates and customer personnel and are intended and designed to prevent them doing or failing to do any act or thing that contravenes any Applicable Law or requirement of a regulatory authority relating to anti-bribery and corruption or anti-money laundering, including a gifts and entertainment policy requiring such persons not to undertake, offer, promise, give, authorise, request, accept or agree any Inducement (or to agree to do any of the foregoing).

13.3 The customer agrees to notify KIS and confirm the same promptly in writing immediately upon discovering any instance where it has, or any of the customer affiliates or customer personnel have, failed to comply with any provisions of this clause 13.

13.4 Each party agrees to notify the other as soon as reasonably practicable upon becoming aware of any extortive solicitation, demand or other request for anything of value, by or on behalf of any person (including any Public Official) relating to this Agreement or its subject matter.

13.5 Each party shall hold harmless, indemnify and keep indemnified the other party and its successors assigns, officers, employees and representatives against losses which it suffers or incurs in connection with a breach of this clause 13. This clause 13.5 shall not require a party to indemnify the party for the amount of any fine constituting a criminal penalty, to the extent that such indemnity would not be permitted by Applicable Law.

13.6 Upon reasonable request by KIS from time to time the parties shall meet to discuss, agree and document any additions or amendments to the requirements of this Agreement that KIS considers necessary or appropriate to comply with the requirements of, and
implement appropriate checks, controls, processes and procedures in relation to, the UK Bribery Act 2010 or any other Applicable Law relating to anti-bribery and corruption or anti-money laundering.

13.7 Without prejudice to the parties’ respective obligations to comply with Applicable Law, if the customer or its personnel receive a request to audit or for information, data, access and/or any other requirement, from any regulatory authority as contemplated by the agreement:

13.7.1 the customer shall promptly notify KIS in writing of such request; and

13.7.2 if KIS considers that the relevant regulatory authority may be acting outside the scope of its lawful authority in making such request, KIS shall notify the customer of the same and the Parties shall promptly discuss and agree (acting reasonably) the relevant response to that regulatory authority, provided that if KIS wishes the customer to cooperate with the request notwithstanding any considerations as to the scope of the regulatory authority’s lawful authority, the customer shall comply with all instructions of KIS in relation to such request (subject always to the provisions of this agreement).

14. DISPUTE RESOLUTION

14.1 If a dispute arises in relation to any aspect of this Agreement, the representatives of the customer and KIS responsible for the administration of this Agreement shall first consult and discuss in good faith in an attempt to come to an agreement in relation to the disputed matter. If the parties fail to resolve the dispute at that level within a reasonable period of time (having due regard for the nature of the dispute and the operational necessity for its resolution), the dispute shall be escalated to the respective responsible company directors within each party for resolution.

14.2 If the dispute remains unresolved between the parties after fourteen (14) days after it has been referred to the directors of the parties pursuant to Clause 14.1 above, then:

14.2.1 if the Parties so agree, the Parties may proceed to mediation provided by the Centre for Dispute Resolution (or such other body as the Parties may agree); or

14.2.2 if the Parties so agree, the Parties may proceed to arbitration by an arbitrator recognised by the Chartered Institute of Arbitrators; or

14.2.3 the Parties may employ any other method or procedure for the resolution of disputes as may be agreed between them; and

14.2.4 if no such agreement is reached between the Parties pursuant to clauses

14.2.1 to 14.2.3 above within a period of seven (7) days, both Parties shall be entitled to pursue the matter in law.

14.3 Each Party shall provide all reasonable assistance to the other in resolving any dispute that may arise between the Parties which relates in any way to the performance, acts or omissions of the that Party.

15. GENERAL

150.1 This Agreement constitutes the entire agreement and supersedes any previous agreements, prior representations (except for fraudulent representations), arrangements and understandings between the parties relating to the subject matter of this Agreement.

15.2 Each party acknowledges that it has entered into this Agreement in reliance only upon the representations, warranties and promises specifically contained expressly in this Agreement and, save as expressly set out in this Agreement, each party shall have no liability in respect of any other representation, warranty or promise made prior to the date of this Agreement unless it was made fraudulently.

15.3 All business with KIS relating to the provision of Services is transacted on the terms set out in this Agreement which the Customer has accepted or the Customer has deemed to have accepted upon the Effective Date.

15.4 This Agreement may only be capable of being varied in writing signed by a duly authorised officer or other representative of each of the Parties.

15.5 This Agreement is severable in that if any provision is determined to be illegal or unenforceable by any court of competent jurisdiction such provision shall be deemed to have been deleted without affecting the remaining provisions of this Agreement.

15.6 Nothing in this Agreement shall constitute or be deemed to constitute a partnership, agency or joint venture between the Parties hereto or constitute or be deemed to constitute either Party the agent of the other for any purpose whatsoever and neither Party shall have any authority or power to bind the other or to contract in the name of or create a liability against the other.

15.7 Nothing in this Agreement shall render any member of the Staff or Subcontractor an employee, agent or partner of the Customer.

15.8 Unless otherwise agreed in writing, no failure by either party to exercise any right or remedy available to it hereunder nor any delay so to exercise any such right to remedy shall operate as a waiver of it nor shall any single or partial exercise of any right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy.

15.9 This Agreement shall not give rise to any rights enforceable by a third party pursuant to the Contract (Rights of Third Parties) Act 1999 but without prejudice to any rights or remedies that exist or are available apart from that Act.

15.10. To give notice under this Agreement, a letter must be delivered personally or sent by pre-paid recorded first class post or facsimile transmission to the address or fax numbers within the Quotation or to any other address or fax number given in writing. The Parties may serve notice by e-mail provided that such email is followed by letter sent to the address within the Quotation. A notice delivered by hand is served when delivered, a notice sent by first class recorded post is served 48 hours after posting and a notice served by fax or email is served when the fax is sent and confirmed by a confirmation receipt or email is sent.

15.11 These terms and conditions shall:

15.11.1 apply to and be incorporated into this Agreement; and

15.11.2 apply to and be incorporated in any Quotation and Order; and

15.11.3 prevail over the Customer’s standard terms and conditions or any terms or conditions contained in, referred to, attached to or enclosed with any Customer provided documentation or otherwise including but not limited to in the Customer’s purchase order, confirmation of order, Order, acceptance of a quotation or specification, or implied by law, trade custom, practice or course of dealing which shall have no effect and this Agreement negates the same.

15.11.4 apply to all Services provided to you unless otherwise agreed between the parties in writing.

15.12 Unless otherwise agreed in writing by the Parties, the Parties agree that KIS may disclose for marketing purposes the fact that the Customer is a client of KIS. Customer agrees that KIS may use the Customer’s name and logo to the extent necessary for the purpose of the provision of the Services and for marketing purposes for the duration of this Agreement.

15.13 The Customer shall not, assign or otherwise transfer any part of this Agreement without KIS’s prior written consent (such consent not to be unreasonably withheld or delayed). KIS may assign, or otherwise transfer any part of this Agreement without Customer’s prior written consent.

15.14 This Agreement shall be binding upon any successors in title of the Parties.

15.15 Information provided in KIS’s brochures, catalogues or other published material is general description only and does not form part of this Agreement.

16. JURISDICTION

This Agreement is governed by and shall be construed in accordance with English law and the parties submit to the exclusive jurisdiction of the English courts.

SCHEDULE 2

DATA PROTECTION

1 DATA PROTECTION

1.1 Definitions and Interpretation

DEFINITIONS

1.1.1 In this clause 1 (Data Protection), the following terms have the following meanings: Brexit means withdrawal of the United Kingdom from the European Union; Customer Personal Data means Personal Data which is:
(a) transmitted by or on behalf of Customer to, or is otherwise Processed by, KIS under this Agreement; or
(b) generated under this Agreement; Controller has the meaning set out in the Data Protection Legislation

Customer Legacy Issue means:

1. a) any error, issue or failure in the data, systems, business processes, administrative process, operational IT activity, security, procedures or Customer systems undertaken or used by KIS in relation to the Services which existed at (including those which were not identified prior to) the Effective Date and which (i) results in an error, failure or issue in the output of such data, business process, procedure or system or (ii) breaches, or contributes to the breach of any applicable law or regulatory requirement or (iii) has an adverse impact on the provision of the Services; or
2. b) any errors or incompleteness in any Customer Data that have arisen prior to the Effective Date, giving rise to a breach of applicable law or a regulatory breach. Data Protection Legislation means the GDPR or any replacement legislation applicable in England and Wales from time to time (whether or not as a result of Brexit) and any other applicable laws relating to the processing of personal data;

Data Subject has the meaning set out in the Data Protection Legislation;

GDPR means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016; GDPR Effective Date means 25 May 2018 (or such other date on which the GDPR becomes applicable in England and Wales); Lawful Grounds means the principles and conditions relating to processing of Personal Data set out in the Data Protection Legislation; Personal Data has the meaning set out in the Data Protection Legislation; Personal Data Breach means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Customer Personal Data; Processing has the meaning set out in the Data Protection Legislation and “Process” and

“Processed” shall be construed accordingly;

Processing Activities has the meaning given in clause 1.2.1(a); Processing Security Measures has the meaning given in clause 1.3.4; Processor has the meaning given in the Data Protection Legislation; Security Considerations means, in relation to the Processing Security Measures:
(a) the state of the art, the costs of implementation, the nature, scope, context and purposes of the Processing Activities as well as the risk of varying likelihood and severity for the rights and freedoms of the relevant Data Subjects; and
(b) the risks that are presented by the Processing Activities, in particular from accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Customer Personal Data transmitted, stored or otherwise Processed; Sub-Processor has the meaning given in clause 1.3.5; and Supervisory Authority means the UK’s Information Commissioner’s Office or replacement authority responsible for the monitoring and enforcement of the Data Protection Legislation.

INTERPRETATION

1.1.2 On and from the GDPR Effective Date and without prejudice to clause 1.6, references in this clause 1 (Data Protection) to specific Articles or Chapters of the GDPR shall be construed as references to the equivalent provisions in the GDPR or, if relevant, then-current Data Protection legislation.

COMMENCEMENT

1.1.3 On and from the GDPR Effective Date the obligations set out in this clause 1 of Schedule 2 (Data Protection) shall apply and take effect.

1.2 Processing Activities and Status of Customer and KIS

PROCESSING ACTIVITIES

1.2.1 Customer and KIS acknowledge that:

(a) KIS will perform Processing activities in relation to Customer Personal Data as part of the Services, with the subject-matter, duration, nature and purpose, type and categories of data subjects as described more fully in Annex 1 to this schedule 2 (the “Processing Activities”); and

(b) in respect of such Processing Activities, the Customer is the Controller and KIS is the Processor for the purposes of the Data Protection Legislation.

1.2.2 Customer warrants, represents and undertakes to KIS that it has Lawful Grounds for processing the Customer Personal Data.

1.2.3 Customer shall at all times comply with its obligations under the Data Protection Legislation however, for the avoidance of doubt, the Customer agrees that where KIS has satisfied its contractual obligation under the Agreement, then such satisfaction of the contractual obligation is deemed to satisfy the same or similar requirement under the Data Protection Legislation

COOPERATION WITH SUPERVISORY AUTHORITY AND DATA SUBJECTS

1.2.4 Nothing in this Agreement shall prevent KIS from: (a) complying with its obligations under the Data Protection Legislation to cooperate with, or provide assistance or information to, a Supervisory Authority; and/or

(b) responding to or defending any action taken against it by a Data Subject or Supervisory Authority. This clause 1.2.4 shall take precedence over any other terms of the Agreement insofar as they relate to data protection regulation.

1.3 KIS’s obligations

PROCESSING OF CUSTOMER PERSONAL DATA

1.3.1 KIS shall: (a) process the Personal Data only in accordance with Customer’s documented instructions from time to time (which may be specific instructions or instructions of a general nature as set out in this Agreement or as otherwise notified by Customer to KIS from time to time), including with regard to transfers of Customer Personal Data to a third country or an international organisation (which instructions are documented under clause 1.5), unless required to do so by Law; in such a case, KIS shall inform Customer of that legal requirement before Processing, unless that Law prohibits such information on important grounds of public interest; (b) in relation to any Staff authorised to process Customer Personal Data on KIS’s behalf, ensure that such Staff are bound by appropriate obligations of confidentiality or are under an appropriate statutory obligation of confidentiality; (c) comply with those information security obligations specified under clause 1.3.4; (d) comply with those obligations set out in clauses 1.3.5 and 1.3.6 in relation to the engagement of Sub-Processors; and (e) at the choice and cost of Customer, delete or return all the Customer Personal Data following termination or expiry of this Agreement and delete existing copies of such Customer Personal Data unless KIS is required to retain copies to comply with Law and/ or where the parties have agreed otherwise in the Agreement).

INFORMATION AND ASSISTANCE

1.3.2 Subject to clause 1.6.1, KIS shall:

(a) taking into account the nature of the Processing Activities, assist Customer by appropriate technical and organisational measures, for the fulfilment of Customer’s obligation to respond to requests for exercising a Data Subject’s rights in accordance with Chapter III (Rights of the Data Subject) of the GDPR;

(b) assist Customer in ensuring compliance with the obligations under Articles 32 (security of processing), 35 (data protection impact assessments) and 36 (prior consultation) of the GDPR, taking into account the nature of the Processing Activities and the information available to KIS and provided always that nothing in this sub-clause shall oblige KIS to provide assistance which does not relate directly to the Services (including Processing Activities) performed pursuant to this Agreement;

(c) KIS shall inform the Customer in writing if, in KIS’s opinion, following any Customer instructions would give rise to a breach of Data Protection Legislation but only in relation to a breach of GDPR and/or other Union or Member State data protection provisions and not jurisdictions outside of these areas. However, Customer, acknowledges that any information KIS provides is not legal advice or guidance in anyway whatsoever, and that KIS makes no warranty or representation regarding the information. KIS has no liability to Customer for the content, nor any reliance by the Customer on the information communicated under this clause 1.3.2 (c).

(d) make available to Customer all information necessary to demonstrate compliance with its obligations set out in this clause

1.3 (KIS’s Obligations) and allow for and contribute to audits, including inspections in respect of the same, conducted by Customer or another auditor mandated by Customer, provided that: (i) Customer shall, if requested by KIS, procure that its third party auditors enter into confidentiality undertakings with KIS that are no less onerous than those set out in this Agreement and such third party auditors shall not be competitors of KIS;  (ii) Customer shall be permitted to conduct no more than [one] such audit or inspection in any Contract Year; and (iii) nothing in this clause shall permit Customer or its auditors to make unaccompanied site visits or to remotely access KIS’s IT systems without KIS’s
written consent.

SUBJECT ACCESS REQUESTS

1.3.3 KIS shall notify Customer if it receives from a Data Subject relating the Customer Personal Data:

(a) a request to have access to that person’s Customer Personal Data; and/or

(b) a complaint or request relating to Customer’s obligations under the Data Protection Legislation, and shall assist Customer with an appropriate search of KIS’s records in response to that request.

SECURITY OF PROCESSING

1.3.4 Subject to clause 1.6.3, KIS shall implement appropriate technical and
organisational measures to ensure a level of security in respect of the Customer Personal Data that is appropriate to the risk associated with the Processing Activities (the “Processing Security Measures”).

APPOINTMENT OF SUB-PROCESSORS

1.3.5 Clause 11 of the Agreement (Subcontractors) shall apply in relation to any engagement by KIS of a Subcontractor to perform a Processing Activity (each a “Sub- Processor”).

1.3.6 Where KIS engages a Sub-Processor to perform any of the Processing Activities in accordance with clause 1.3.5, KIS shall:

(a) remain responsible for the performance of the Processing Activities notwithstanding the appointment of a Sub-Processor; and

(b) to the extent relevant to such Processing Activities, ensure that the relevant Sub Processor includes obligations on the Sub-Contractor which are no less onerous than those set out in clauses 1.3.1 and 1.3.2. 1.4 Data Breach Notification

1.4.1 KIS shall notify Customer without undue delay after having become aware of a Personal Data Breach. Such notification shall: (a) describe the nature of the Personal Data Breach, including where possible the categories and approximate number of Data Subjects concerned and the categories and approximate number of the Customer Personal Data records concerned; and (b) describe the measures taken or proposed to be taken by KIS to address the Personal Data Breach, including where appropriate measures to mitigate its possible adverse effects, provided that where, and in so far as, it is not possible for KIS to provide the above information at the same time, the information may be provided in phases without undue further delay. Customer acknowledges and agrees that, as at the GDPR Effective Date, the Personal data Breach process that the KIS has in place is appropriate to the risk associated with the Processing Activities, having regard to the Security Considerations.

1.4.2 Subject to clause 1.6.1, KIS shall assist Customer in ensuring compliance with its obligations under Articles 33 (notification of a personal data breach to the Supervisory Authority) and 34 (notification of a personal data breach to the Data Subject) of the GDPR, to the extent relating to Customer Personal Data Processed by KIS under this Agreement and taking into account the nature of the Processing Activities and the information available to KIS.

1.4.3 In order to mitigate the impact of a Data Protection Breach, Customer shall, where practicable, prior to communicating details of a Personal Data Breach to a Supervisory Authority or any Data Subject:
(a) consult with KIS and implement any KIS proposal on the form and content of such notification, including without limitation in relation to the description (including the description of the likely consequences) of the Data Security Breach and the measures referred to in sub-clause 1.4.3(b) below; and (b) afford KIS a reasonable opportunity (having regard to the circumstances of the Personal Data Breach) to propose and implement measures to address the Personal Data Breach.

Current Tariff

Kingston Interpreting Service Customer Charges

Office Hours Monday – Friday, 09:00-17:00

Face to Face Interpreting

Standard rate £45 per hour

Out of Office Hours £54 per hour

Short Notice Bookings (Within 24 hours) £90 1st hour

Minimum charge of 1 hour and thereafter time is charged per quarter hour.

Short notice bookings are charged at double rate for the first hour and thereafter charged at the regular rates.

Public / Bank holidays are charged at double the standard rate.

Cancellations

24 hours or less notice Full fee

BSL Interpreting

Standard rate for up to 3 hours £160

Additional hours £50 per hour

Out of Office Hours for up to 3 hours £192

Public / Bank holidays are charged at double the standard rate.

Cancellations

Between 8-14 days 50% of the fee 7 working days or less notice Full Fee

Telephone Interpreting

Charged at £1 per minute subject to a minimum charge of £10. This includes the cost of the call. International calls will incur additional charges according to the current BT international tariff.

Written Translations Quotations available on request. Please email kis@kingston.gov.uk for a no obligation quotation. Travel

Wherever possible we source local interpreters to keep expenses to a minimum. Travel expenses are charged in addition to the above, where we reimburse interpreters expenses. Travel time may be added for requests outside of Kingston/ Richmond and Sutton areas at £8 per hour. Customer will be advised accordingly.

Payment Terms All invoices to be paid within 30 days of invoice date. Please note KIS reserves the right to alter the tariff as appropriate.