1.    Our Services

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Speechly Languages (Pty) Ltd, trading as Speechly Language Agency, (‘Speechly Language Agency’) shall provide such language services as set out in the letter of engagement (or similar agreement for language services) (the ‘Project Agreement’) between Speechly Language Agency and the client (the ‘Language Services’), in accordance with good industry practice, with such skill, care and diligence as is reasonably to be expected of a skilled subject-matter expert experienced in performing services of the nature of the Language Services, under the same or similar circumstances and conditions.

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2.    Variations to Materials

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2.1.    If the Client intends to make any modifications to the documents in relation to which the Language Services are to be performed (the 'Client Materials'), the Client shall provide Speechly Language Agency with prompt written notice specifying:

2.1.1.    the required variation; 
2.1.2.    whether it requires Speechly Language Agency to suspend the applicable Language Services while variations to the Client’s Materials are made; and
2.1.3.    subject to clause 5.2, the estimated time period of such suspension.

2.2.    Any suspension shall not exceed 10 (ten) calendar days, unless otherwise agreed in writing between the parties. If any suspension exceeds such time period, the client and Speechly Language Agency undertake to discuss (including via email) in good faith an alternative timeframe for the completion of the Language Services. Should agreement not be reached within 5 (five) business days of such discussions commencing, either party shall be entitled to terminate the applicable Project Agreement, in which case the provisions of clause 3.2 shall apply. 
2.3.    Upon the client suspending any Language Services, Speechly Language Agency shall be entitled to render an interim invoice in respect of the work completed prior to the suspension, at the price per word agreed in the Project Agreement. By way of example, for illustrative purposes only, if 1,000 words have been translated at the time of a suspension, and the Language Services are provided at a price of R2 per word in terms of the Project Agreement, Speechly Language Agency shall be entitled to render an invoice for R2,000 in respect of the completed work.
 
3.    Termination of Language Services

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3.1.    The Client shall be entitled to terminate a Project Agreement at its convenience on written notice to Speechly Language Agency.
3.2.    In the event of termination prior to completion of the Language Services, the client shall be obliged to pay Speechly Language Agency for all work completed prior to receipt by Speechly Language Agency of such termination notice, at the agreed rate per word as set out in the Project Agreement.

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4.    General Sales Conditions

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4.1.    Applicability:

These general terms and conditions shall apply as between and be binding on Speechly Language Agency and each of its clients for Language Services.

4.2.    Order confirmation:

Language Service requests must be sent to Speechly Language Agency via email. Before commencing any requested Language Services, the scope of work and agreed-upon price for such work must be set out in a Project Agreement. 

4.3.    Technical documentation:

Technical documents should be accompanied by client-supplied reference documents, along with any pertinent drawings or diagrams for Language Services. 

4.4.    Cost calculation:

The cost of Language Services shall be calculated based on the word count in the source language, at the rate agreed in a Project Agreement, unless otherwise agreed in the applicable Project Agreement.

4.5.    Invoice settlement:

Unless otherwise agreed in writing, invoices for Language Services must be settled within five business days from the date of issuance. All payments to be made under or arising from a Project Agreement read together with these general terms and conditions (together, the ‘Agreement’) must be made by electronic transfer of immediately available and freely transferable funds, free of any deductions or set-off whatsoever, in the currency of the Republic of South Africa, to the nominated bank account of Speechly Language Agency.

4.6.    Late payment:

4.6.1.    Should any payment under or arising from the Agreement fail to be made on the due date thereof then, without prejudice to such other rights as may accrue to the payee consequent upon such failure, such overdue amounts shall be immediately payable on demand and bear interest from the due date therefor at the publicly quoted basic rate of interest, compounded monthly in arrears and calculated on a 365-day year irrespective of whether or not the year is a leap year, from time to time published by First National Bank as being its prime overdraft rate plus 3%, from the due date for payment to the date of actual payment, both dates inclusive.

4.6.2.    The client undertakes to reimburse and hold Speechly Language Agency harmless from any costs or expenses (including the cost of legal counsel) incurred by Speechly Language Agency to settle any outstanding payment owing by the client to Speechly Language Agency.

4.6.3.    All ongoing work and orders for Language Services may be suspended unilaterally by Speechly Language Agency in the event of late payment.

4.6.4.    In the event that the client fails to pay any amount due to Speechly Language Agency on the due date therefor, the client shall not be entitled to reproduce (in whole or in part) or in any way make use of the materials provided by Speechly Language Services pursuant to performing the Language Services, until such time as the client has settled all outstanding amounts due to Speechly Language Agency. Without prejudice to any other rights of Speechly Language Agency in the event of a failure to pay an outstanding amount due and/or a breach of the restrictions set out in this clause, Speechly Language Agency shall be entitled to require the client to return any materials provided by it and/or to destroy same. 

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5.    Feedback Procedure

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5.1.    Should the client have any questions, comments or otherwise wish for Speechly Language Agency to make any variations to the work product provided by it (‘Feedback’), it shall use its reasonable endeavours to provide such Feedback within seven days of job delivery (the ‘Feedback Period’) and in compliance with this clause 5.
5.2.    When providing Feedback, the client shall include the original documents, detail with specificity the translation or other aspect of the applicable Language Service to which the Feedback relates, and provide an explanation of the Feedback and desired variation relating thereto. 
5.3.    Speechly Language Agency shall:

5.3.1.    where Feedback is provided within the Feedback Period and otherwise in accordance with this clause 5, procure; 
5.3.2.    and in all other circumstances, use its reasonable endeavours to procure,that (i) Feedback is considered by the specific member of the Speechly Language Agency’s personnel that performed the work, and (ii) desired variations to the work product are made at no additional cost to the client, save to the extent that the required variations are outside of the scope of work originally agreed in the Project Agreement, within such reasonable time period as agreed with the client. 

5.4.    The client acknowledges that Speechly Language Agency’s personnel includes independent contractors. Speechly Language Agency shall procure that any independent contractors utilised by it from time to time agree to consider Feedback provided during the Feedback Period, but shall not be obliged to procure that any such contractor is available to consider Feedback provided after such period. Notwithstanding that aforegoing, Speechly Languages shall use its reasonable endeavours to procure the availability of such contractor after the Feedback Period, where required by the client. 

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6.    Force Majeure

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6.1.    Neither Party shall be liable for any failure or delay in the performance of their obligations under the Agreement due to events beyond their reasonable control, including but not limited to acts of God; war; terrorism; strikes; labour disputes; government actions; malfunctioning faxes, modems, email, registered mail and/or carriers; or other instances of vis major or casus fortuitous (each a ’Force Majeure Event’). 
6.2.    The obligations the performance of which is affected by the Force Majeure Event (and any reciprocal obligations of the other Party) shall be deemed to be suspended for the duration of the Force Majeure Event, but shall (for clarity) continue of full force and effect once the Force Majeure Event has passed or otherwise been overcome. 
6.3.    If a Force Majeure Event occurs, the affected Party shall, promptly upon becoming aware of it, notify the other Party in writing of the Force Majeure Event. To the extent available, that Party should in such notice provide details of:

6.3.1.    the Force Majeure Event; and
6.3.2.     the likely duration of such events or circumstances; and
6.3.3.     the impact on the Parties’ obligations under the Agreement.

6.4.    The Party affected by a Force Majeure Event shall use reasonable endeavours to continue to perform its obligations under the Agreement and to minimise the adverse effects of the Force Majeure Event.
6.5.    The obligations of the Parties which are not (directly or indirectly) affected by the Force Majeure Event shall continue in full force and effect while it persists.

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7.    Technology, Cloud Services and AI Tools

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7.1.    Speechly Language Agency uses trusted technologies –  including Computer Assisted Translation (CAT) tools, secure cloud storage and from time to time AI-assisted software – to improve accuracy and efficiency. These tools may be our own or provided by trusted third parties.
7.2.    We follow strict internal guidelines to ensure ethical, responsible use. No client data is ever used to train AI or other systems.
7.3.    By working with us, you consent to the use of the technologies contemplated in this clause 7.

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8.    Harmful Content

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8.1.    Workplace Safety and Content Standards:

8.1.1.    Speechly Language Agency prioritises a safe environment for its workforce, including staff and freelancers. 

8.1.2.    Speechly Language Agency does not support the propagation of hateful and derogatory content, including violent and graphic material, and reserves the right to cancel any order deemed violent or inappropriate.

8.2.    Translation of Potentially Harmful Content:

Speechly Language Agency recognises that clients may request to translate potentially harmful content for educational or professional purposes, including graphic, violent, or sensitive material. To guarantee the safety of staff and freelancers, clients are requested to provide information on such content, flagging potential triggering material upon placing the order request.

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9.    Non-Discrimination

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9.1 Speechly Language Agency is committed to maintaining a non-discriminatory environment for freelancers and clients. We strictly prohibit any form of discrimination based on race, ethnicity, social status, religion or belief, language, gender identity, sexual orientation, disability, age, geographical location, or any other status. We strongly uphold the principles of equality, respect, and inclusivity for everyone engaged in our operations.

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10.    General

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10.1.    These general terms and conditions shall be read together with each Project Agreement between Speechly Language Agency and a client. 
10.2.    These general terms and conditions shall be interpreted and implemented in accordance with the law of the Republic of South Africa. Any dispute arising from these terms and conditions shall be exclusively subject to the jurisdiction of the courts and/or tribunals of the Republic of South Africa.