General Terms and Conditions of Business
No part of any numbered clause of these General Terms and Conditions of Business shall be read separately from any other part. Section headings are provided for convenience of reading only and shall be ignored for the purposes of ascertaining meaning.
In this document:
1. “The translator” means Pierre Fuentes French writing and translation services trading in Edinburgh, Scotland, UK, the party providing a translation in the normal course of business.
The translator shall normally be the creator of a translation unless the client has been explicitly informed that the act of translation (the translation task) is subcontracted, or customarily trades as an intermediary.
“Translation task” means the preparation of a translation or any other translation-related task such as revising, editing, etc., which calls upon the translation skills of a translator, but not copywriting or adaptation.
“The client” means the party commissioning a translation in the normal course of business.
Normal working hours means is any working day (Monday-Friday) between the hours of 09:00-18:00 GMT (+0:00) that is not a weekend, statutory public holiday or local holiday in Edinburgh or in Scotland.
The parties may be natural or legal persons, including, as an example only, private individuals, associations, partnerships, economic interest groupings or corporate entities.
A translator may act as an intermediary. A relationship involving an intermediary of any nature acting in the normal course of business comprises two (or more) direct and discrete translator/client contracts.
“Source material” means any text or medium containing a communication which has to be translated, and may comprise text, sound or images.
Copyright in Source Material, and Translation Rights
2. The translator accepts an order from the client on the understanding that performance of the translation task does not infringe any third party rights.
The client undertakes to keep the translator harmless from any claim for infringement of copyright and/or other intellectual property rights in all cases.
The client likewise undertakes to keep the translator harmless from any legal action including defamation which may arise as a result of the content of the original source material or its translation.
Fees: (binding) Quotations and (non-binding) Estimates
3. In the absence of any specific agreement, the translator shall determine the fee to be charged on the basis of the client’s description of the source material, the purpose of the translation and any instructions given by the client.
The translator shall not give any fixed quotation before he has seen or heard all the source material and has received firm instructions from the client.
Where VAT is chargeable it is charged in addition to the quoted fee.
Any fee quoted, estimated or agreed by the translator on the basis of the client’s description of the task may be subject to amendment by agreement between the parties if, in the translator’s opinion on having seen or heard the source material, that description is materially inadequate or inaccurate.
The parties shall renegotiate any fee agreed for a translation which is found to present latent special difficulties of which neither party could be reasonably aware at the time of offer and acceptance, always provided that the circumstances are made known to the other party as soon as reasonably practical after they become apparent.
An estimate is not considered contractually binding, but given for guidance or information only.
4. Subject to the second paragraph of clause 3 above, a binding quotation once given after the translator has seen or heard all the source material remains valid for a period of thirty days from the date on which it was given, after which time it may be subject to revision.
5. Costs of delivery of the translation are normally borne by the translator.
Where delivery requested by the client involves expenditure greater than the cost normally incurred for delivery, the additional cost is chargeable to the client. If the additional cost is incurred as a result of action or inaction by the translator, it is not borne by the client, unless otherwise agreed.
6. Other 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, and/or
• priority work or work outside normal office hours in order to meet the client’s deadline or other requirements, may also be charged.
The parties shall agree the nature of such charges in advance.
7. If any changes are made in the text or the client’s requirements at any time while the task is in progress, the translator reserves the right to adjust the fee, any applicable supplementary charges and the terms of delivery, in respect of the additional work.
8. Any delivery date or dates agreed between the translator and the client become binding only after the translator has seen or heard all of the source material to be translated and has received complete instructions from the client.
The date of delivery is not of the essence unless specifically agreed in writing.
Unless otherwise agreed, the translator shall dispatch the translation in such a way that the client can reasonably expect to receive it not later than the normal close of business at the client’s premises on the date of delivery.
9. The client shall effect payment in full to the translator not later than 30 days from the date of invoice by the method of payment specified.
For long assignments or texts, the translator may request an initial payment and periodic partial payments on terms to be agreed.
10. The client shall make settlement of any invoice, part-invoice or other payment by the due date agreed between the parties or in the absence of such agreement within the period stipulated in Clause 9.
Interest is automatically applied at the rate of 8% per annum over base rate (or such rate as is determined by statute, the latter prevailing) to all overdue sums from the date on which they first become due until they are paid in full.
Where delivery is in instalments and notice has been given that an interim payment is overdue, the translator shall have the right to stop work on the task in hand until the outstanding payment is made or other terms agreed.
This action shall be without prejudice to any sums due and without any liability whatsoever to the client or any third party.
Copyright in Translations
11. In the absence of a specific written agreement to the contrary, copyright in the translation remains the property of the translator.
The translator may use and sell or resell any non-confidential translation or any part or record thereof not covered by copyright, the Official Secrets Act, legal professional privilege or public interest immunity.
Copyright’s assignment or license (formally in writing as required by § 90 of the Copyright, Designs and Patents Act 1988, to take valid effect in law, or informally without writing but taking valid effect in equity outside the 1988 Act) is effective only on payment of the agreed fee in full.
Copyright in any completed or residual part of a translation remains the property of the translator, and the conditions applicable to assignment of copyright and the grant of a licence to publish are as specified above in relation to a completed translation.
12. Where the translator retains the copyright, unless otherwise agreed in writing, the client shall ensure that any published text of the translation carries the following statement: “© Version française par Pierre Fuentes + date” as appropriate to the particular case.
13. Where the translator assigns the copyright and the translation is subsequently printed for distribution, the client shall acknowledge the translator’s work in the same weight and style of type as used for acknowledgement of the printer and/or others involved in production of the finished document, by the following statement: “traduction française par Pierre Fuentes”, as appropriate to the particular case.
14. Where a translation is to be incorporated into a translation memory system or any other corpus the translator shall license use of the translation for this purpose for an agreed fee.
Such incorporation and use takes place only after the licence for the purpose has been granted by the translator in writing and the agreed fee has been paid in full.
The client shall notify the translator that such use is made of the translation.
15. All translations are subject to the translator’s right of integrity.
If a translation is in any way amended or altered without the written permission of the translator, he is not in any way liable for amendments made or their consequences.
When the client has specifically requested the translation to be “for publication”, the translator will carry out a compulsory review of final copy before printing, failing which a 50% surcharge will apply when the translator’s name appears in credits.
If the translator retains the copyright in a translation, or if a translation is to be used for legal purposes, no amendment or alteration may be made to a translation without the translator’s written permission.
The right of integrity may be specifically waived in advance by the translator in writing.
Confidentiality and Safe-keeping of the client’s Documents
16. No documents for translation is deemed to be confidential unless this is expressly stated by the client.
However the translator shall at all times exercise due discretion in respect of disclosure to any Third Party of any information contained in the client’s original documents or translations thereof without the express authorisation of the client.
Nevertheless a third party may be consulted over specific translation terminology queries, provided that there is no disclosure of confidential material.
17. The translator shall keep the client’s documents and copies of the translations in a safe manner, and shall ensure their secure disposal.
18. If requested to do so by the client, the translator shall insure documents in transit from the translator, at the client’s expense.
Cancellation and Frustration
19. If a translation task is commissioned and subsequently cancelled, reduced in scope or frustrated by an act or omission on the part of the client or any third party the client shall except in the circumstances described in clause 21 pay the translator the full contract sum unless otherwise agreed in advance.
The translator shall make the work completed available to the client.
20. If a client goes into liquidation (other than voluntary liquidation for the purposes of reconstruction) or has a Receiver appointed or becomes insolvent, bankrupt or enters into any arrangement with creditors, the translator shall have the right to terminate a contract.
21. Neither the translator nor the client are liable to the other or any third party for consequences which are the result of circumstances wholly beyond the control of either party.
The translator shall notify the client as soon as is reasonably practical of any circumstances likely to prejudice the translator’s ability to comply with the terms of the client’s order, and assist the client as far as reasonably practical to identify an alternative solution.
Complaints and Disputes
22. Failure by the translator to meet agreed order requirements or to provide a translation which is fit for its stated purpose entitles the client to:
1) reduce, with the translator’s consent, the fee payable for work done by a sum equal to the reasonable cost necessary to remedy the deficiencies, and/or
2) Cancel any further instalments of work being undertaken by the translator.
Such entitlement only applies after the translator has been given one opportunity to bring the work up to the required standard.
This entitlement applies only if the translator has been notified in writing of all alleged defects.
23. The parties shall notify any complaint in connection with a translation task to the other party (or vice-versa) within one month of the date of delivery of the translation.
If the parties are unable to agree, the matter may be referred by the more diligent party to the Arbitration Committee of the Institute of Translation and Interpreting.
The parties shall make such referral no later than two months from the date on which the original complaint was made.
24. If a dispute cannot be resolved amicably between the parties, or if either party refuses to accept arbitration, the parties are subject to the jurisdiction of the Courts of England and Wales.
In any event these terms are construed in accordance with English law.
Responsibility and Liability
25. The translation task shall be carried out by the translator using reasonable skill and care and in accordance with the provisions and spirit of the Code of Professional Conduct of the Institute of Translation and Interpreting.
Time and expense permitting, the translator shall use his or her best endeavours to do the work to the best of his or her ability, knowledge and belief, and consulting such authorities as are reasonably available to him/her at the time.
The translator shall make the translation fit for its stated purpose and target readership, and the level of quality specified.
Unless specified otherwise, translations are deemed to be required to be of “for information” quality.
The liability of the translator is limited to the translation task and exclude any design or architectural services.
The liability of the translator on any grounds whatsoever is limited to the invoiced value of the work, except where in connection with any consequences which are reasonably foreseeable:
1) the potential for such liability is expressly notified to the translator in writing, and
2) such liability is restricted to an agreed limit of cover under the professional indemnity insurance available to translators.
26. Where in the course of business the translator’s client is an intermediary and introduces the translator to a third-party work-provider, the translator shall not knowingly, for a period of 6 months from return of the last translation task arising from the introduction, approach the said third party for the purpose of soliciting work, nor work for the third party in any capacity involving translation, without the client’s written consent.
However, this does not apply where:
• the third-party work-provider has had previous dealings with the translator, or
• the translator acts on the basis of information in the public domain, or
• the approach from the third party is independent of the relationship with the intermediary, or
• the approach to the third party arises as the result of broad-band advertising, or
• the third party is seeking suppliers on the open market, or
• the intermediary only makes isolated use of the translator’s services.
Applicability and Integrity
27. These Model Terms shall be construed jointly with the Code of Professional Conduct of the Institute of Translation and Interpreting in order to be complete and effective.
They shall also be subject to any detailed requirements or variants expressly specified in the order relating to a particular translation task.
No waiver of any breach of any condition in this document shall be considered as a waiver of any subsequent breach of the same or any other provision.