Terms of Business
In these Terms of Business:
- The Client is the person or corporate body that places a Commission;
- The Commission is the assignment or work placed with the Translator by the Client and may comprise translation, transcreation, copywriting, revising/editing translations, proofreading or any similar work to be agreed between the Client and the Translator;
- The Contract is the contract entered into between the Client and the Translator in respect of the Commission and any requirements of the Commission;
- The Translator is the practitioner who accepts the Commission;
- The Source Language is the language in which the text to be translated is written;
- The Target Language is the language into which the text of the Commission is to be translated; any text to be revised, edited or proofread will also be in the Target Language;
- For the purpose of translation and other services provided, Requirements shall include the required layout, software, deadlines, Target Language, the purpose of the translation or other services (e.g. whether for publication, information etc.), method of delivery, any special terminology to be used, and whether proof reading/checking will be done by the Client.
The Contract shall be governed by the laws of England and the Client agrees to submit to the exclusive jurisdiction of the English courts.
These Terms of Business are intended:
- As a basis for executing Commissions and will be made available to Clients on request; and
- To establish a good working relationship between the Client and the Translator.
Offer and Acceptance
All Commissions shall be confirmed via email by the Client who thereby confirms his/her agreement to the quote provided by the Translator. These Terms of Business will be included with each quote.
- Fees shall be agreed before the Commission is commenced and any quotation based on the Client’s description of the work shall only be binding once full details of the Commission and the Requirements have been confirmed in writing. If it emerges after the Commission has commenced that not all the relevant information has been provided and/or if there are any changes to the Requirements, the Translator may vary the fees accordingly.
- Any fee agreed for a Commission which is found to present latent special difficulties of which neither party could be reasonably aware at the time of offer and acceptance shall be renegotiated, always provided that the circumstances are made known to the other party as soon as reasonably practical after they become apparent.
- The Translator will not provide free “test” translations.
- All work must be paid for and payment shall be made within fourteen days of the date of the invoice issued by the Translator to the Client.
- Failure by the Client to make payment by the due date shall entitle the Translator, upon written demand, to charge 8% interest per month or a fraction thereof from the due date and until payment is made.
- Expenses due to the use of a third party / debt collection agency needed in order to collect any overdue payments will be payable by the Client.
- For large Commissions, a deposit or payment in instalments in accordance with the amount of completed text can be charged, to be agreed in the Contract.
- Where delivery and payment are in instalments and notice has been given that an interim payment is overdue, the Translator shall have the right to stop working on the Commission at hand until the outstanding payment is made or other terms agreed.
- A cancellation fee of at least 25% of the agreed price shall become payable if the Client cancels a translation or related service before the Translator has started the Commission. If the Translator has started working on the translation, the Translator shall also be paid, as a minimum, the fee for the work performed prior to cancellation or for hours spent on preliminary work. Any work performed up to the point of cancellation will be delivered to the Client “as is” without any liability on the part of the Translator.
- If a Client goes into liquidation or has a receiver appointed or becomes insolvent, bankrupt or enters into any arrangement with creditors, the Translator shall have the right to terminate the Contract.
- Any delivery date or dates agreed between the Translator and the Client shall become binding only after the Translator has seen all of the material in the Source Language to be translated, revised/edited or proofread and has received complete instructions in writing from the Client.
- The date of delivery must be specifically agreed in writing.
- Unless otherwise agreed, the Translator shall email the Translation by the normal close of business on the date of delivery.
- Supplementary charges, for example those arising from discontinuous text, complicated layout or other forms of layout or presentation requiring additional time or resources, and/or poorly legible copy or poorly audible sound media, and/or terminological research and/or certification may also be charged. The nature of such charges shall be agreed in advance.
- If any changes are made in the text or the Client’s Requirements at any time while the work is in progress, the Translator’s fee, any applicable supplementary charges and the terms of delivery shall be adjusted in respect of the additional work.
- If the Translator is unable to perform the Commission due to circumstances beyond the Translator’s control, including but not limited to industrial disputes, operational problems, fire, water damage, power cuts or other similar force majeure events, the Translator’s duties shall be suspended for the duration of such circumstances.
- The Translator shall inform the Client without delay of any such circumstances and provide an estimate of their duration.
- The Translator shall assist the Client, as far as reasonably practical, to identify an alternative solution. The Translator shall not be liable for any damages resulting from delay.
Translator’s Liability for Errors and Omissions / Complaints
- Any errors or omissions discovered in the translation or any other complaints must be reported to the Translator immediately upon discovery and not later than 7 days from the delivery of the Translation to the Client.
- Errors or omissions must be submitted in a manner that accurately demonstrates their nature. Their submission shall under no circumstances discharge the Client from their duty to make payment.
- Without prejudice to clause 10.1, the Translator’s total liability arising under or in connection with the Contract, whether in contract, tort (including negligence) or restitution, or for breach of statutory misrepresentation, or otherwise, shall in all circumstances be limited to the amount of the fees payable by the Client to the Translator pursuant to the Contract.
- The Code of Professional Conduct of the Chartered Institute of Linguists requires Translators who are CIOL members to treat all work performed by them or any third parties (e.g. checkers, proofreaders) and any information given to them as confidential.
- The Client shall not, without the express written consent of the Translator, disclose to third parties any information relating to fees payable for the Commission.
- The Translator will not make copies in addition to those required in the normal conduct of business and copies shall be for internal use only. Only such copies shall be retained as are required for professional indemnity insurance.
- The Translator accepts a Commission from the Client on the understanding that performance of the translation will not infringe any third-party rights. Accordingly, the Client warrants to the Translator that:
- The Client has full right and authority to enter into the Contract, having acquired the right and licence to translate and publish the source material; and
- The source material does not infringe the copyright or any other right of any person.
- The Client shall indemnify the Translator against any loss, injury or damage (including legal costs and expenses and compensation paid by the Translator to compromise or settle any claim) which the Translator suffers as a consequence of any breach or alleged breach of any of the above warranties or as a consequence of any claim that the source material contains anything objectionable, libellous, blasphemous or obscene or which constitutes an infringement of copyright or of any other rights of any third party.
- When it is agreed that copyright is to be assigned to the Client after translation, such copyright shall only be assigned when full payment for the Commission has been received. Until such time, the copyright shall be owned by the Translator.
- Copyright may subsist in material in written or spoken form or recorded in electronic form.
- If the Translator assigns copyright and the translation is subsequently published, the Translator expects the Client to acknowledge their work in the same way as for others involved in the publication, unless otherwise agreed (for example, in the case of promotional material).
- If the translation is to be incorporated in a translation memory, the Translator shall license use of the translation for this purpose.
- If the translation is in any way amended or altered without the Translator’s written permission, the Translator shall not be in any way liable for the amendments made or their consequences.