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1.1
Translator shall mean Andrew Smith trading as “Atranz” carrying out a
Translation Job in the normal course of business.
The Translator shall normally be the creator of a Translation Job
unless the Client has been explicitly informed that the Translation Job will
be subcontracted.
1.2
Translation Job shall mean the preparation of a translation or any other
translation-related task such as revising, editing, proofreading etc., which
calls upon the translation skills of the Translator, but not copywriting or
adaptation.
1.3
Client
shall mean the party commissioning a Translation Job in the normal course of
business.
1.4
Job Order shall mean an “Atranz” job order form signed by the Client.
1.5
Source Material shall be understood to mean any text or medium containing a
communication which has to be translated or is to be the subject of a
translation-related task, and may comprise text, sound or images.
1.6
Target Material shall be understood to mean any text or medium provided by the
Translator containing a translation of the Source Material or the output of
the translation-related task.
2.1
The fees for a Translation Job shall be determined by a fixed rate
per word, per one thousand words, per line of 55 keystrokes or per hour
confirmed in writing on the Job Order.
2.2
The Job Order shall confirm whether the word or line count shall
refer to the Source Material or to the Target Material.
2.3
In the absence of any specific agreement, the fee to be charged shall
be determined by the Translator on the basis of the Client's description of
the Source Material, the purpose of the Translation Job and any instructions
given by the Client.
3.1
Work outside normal office hours in order to meet the Client's
deadline or other requirements will attract the following supplementary
charges: weekdays after 18.00
hours, 25% of normal fees; Saturday, 50% of normal fees; Sunday, 100% of
normal fees.
3.2
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 may also be charged.
The nature of such charges shall be agreed separately in writing, by
mail, fax or email, if details are not available for inclusion on the Job
Order.
3.3
If any changes are made in the Source Material or the Client's
requirements at any time while the Translation Job 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.
3.4
Delivery of Target Material will normally be by email or fax. Where delivery requested by the Client involves expenditure
greater than the cost normally incurred for delivery, the additional cost
shall be chargeable to the Client. If
the additional cost is incurred as a result of action or inaction by the
Translator, it shall not be borne by the Client, unless otherwise agreed.
4.1
An estimate shall be non-binding, being for guidance or information
only, and may be oral or written.
4.2
Unless in writing and clearly identified as a “Quotation” in
accordance with Clause 6.1, all indications of the possible or probable cost
of a Translation Job given by the Translator, orally or in writing, shall be
deemed to be an estimate.
4.3
Any fee or rate estimated or agreed by the Translator on the basis of
the Client's description of the Translation Job may be subject to amendment
by agreement between the parties if, in the Translator's opinion on having
seen, heard or worked with the Source Material, that description is
materially inadequate or inaccurate.
5.1
A quotation shall be binding providing a matching Job Order is signed
by the Client within 30 days of the date of quotation, otherwise after 30
days from the date of quotation the quotation may be subject to revision.
5.2
Any quotation given by the Translator shall be in writing, by mail or
fax only, shall be headed “Quotation” and shall be signed and dated by
the Translator. No fixed
quotation shall be given by the Translator until he has seen or heard all
the Source Material and has received firm written instructions from the
Client.
5.3
Additions or alterations to the Source Material after the date of the
quotation and/or information regarding the Source Material emerging after
the date of quotation which materially affects the time and/or the skills or
expertise required for the Translation Job and which could not have been
reasonably foreseen by the Translator shall render the quotation invalid.
6.1
The Translator is VAT registered in the United Kingdom and United
Kingdom VAT will be charged at the rate shown on the Job Order in addition
to fees on invoices to clients resident in the European Union.
7.1
A provisional delivery date may be agreed between the Translator and
the Client on the Job Order. Such
a delivery date remains provisional until confirmed in writing by the
Translator, by mail, fax or email. Only
after the Translator has received a signed Job Order from the Client and has
seen or heard all of the Source Material to be translated will the
Translator confirm a delivery date.
7.2
The date of delivery shall not be of the essence unless specifically
agreed in writing.
7.3
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 confirmed date of delivery.
8.1
The terms of payment shall be stated on the Job Order and settlement
of any invoice, part-invoice or other payment shall be made by the Client in
accordance with the stated terms. In
the absence of any specific agreement payment in full to the Translator
shall be effected not later than 30 days from the date of invoice by one of
the methods of payment specified on the invoice.
8.2
The Client shall be responsible for all bank charges arising in
effecting payment. The
Translator reserves the right to recover from the Client any deductions from
the invoice amount incurred during the payment transaction.
8.3
The Translator may impose at his discretion a surcharge on invoice
payments made by credit card.
8.4
For long Translation Jobs, the Translator may request an initial
payment and periodic partial payments on terms to be agreed.
8.5
Interest shall automatically be applied at the rate of 8% annum over
Bank of England base rate (or such rate as is determined by United Kingdom
statute, the latter prevailing) to all overdue sums from the date on which
they first become due until they are paid in full.
8.6
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 Translation Job 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.
8.7
Until payment has been received in full the Target Material remains
the property of the Translator and the Client has no right of use. Likewise, any transfer of copyright in the Target Material
agreed on the Job Order shall only be effected upon receipt of full payment.
9.1
The
Translator accepts an order from the Client on the understanding that
performance of the Translation Job will not infringe any third party rights.
9.2
The
Client undertakes to keep the Translator harmless from any claim for
infringement of copyright and/or other intellectual property rights in all
cases.
9.3
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.
10.1
The terms of copyright in the Target Material shall be stated on the
Job Order. In the absence of
any such statement copyright in the Target Material remains the property of
the Translator.
10.2
The Translator may use and sell or resell any non-confidential Target
Material or any part or record thereof not covered by copyright, the United
Kingdom Official Secrets Act, legal professional privilege or public
interest immunity.
10.3
Where copyright is assigned or licensed (formally in writing as
required by § 90 of the United Kingdom Copyright, Designs and Patents Act
1998, to take valid effect in law, or informally without writing but taking
valid effect in equity outside the 1988 Act) this shall be effective only on
payment of an agreed fee in full at the discretion of the Translator.
10.4
Where the Translator retains the copyright on any Target Material,
unless otherwise agreed in writing, publication of such Target Material
shall not proceed without the signed approval of final proofs by the
Translator. Any such published
Target Material shall also carry the following statement:
"p
(English) Andrew Smith (Year date)".
10.5
Where the Translator does not retain the copyright on Target
Material, unless otherwise agreed in writing, any publication of such Target
Material shall not identify the Translator in any way.
10.6
Whether or not the Translator retains copyright, where Target
Material is to be incorporated into a Client’s or third party’s
translation memory system or any other corpus the Translator shall license
use of the Target Material for this purpose and may levy a fee.
Such incorporation and use shall only take place after the licence
for the purpose has been granted by the Translator in writing and any agreed
fee has been paid in full. It
shall be the duty of the Client to notify the Translator that such use will
be made of the Target Material.
10.7
Whether or not the Translator retains copyright and notwithstanding
the terms of confidentiality, the Source Material and related Target
Material may be incorporated into the Translator’s own translation memory
system and/or terminology management system as part of the Translation Job
process and for his own use in the normal course of business.
The necessary permission, licence or assignment of copyright between
the Translator and the Client shall be agreed in writing on the Job Order.
10.8
The Translator shall have the right to retain hardcopy and electronic
copies of the Source Material and Target Material regardless of the terms of
copyright.
11.1
All Target Material is subject to the Translator's right of
integrity.
11.2
If Target Material is in any way amended or altered without the
written permission of the Translator, he shall not be in any way liable for
amendments made or their consequences.
11.3
If the Translator retains the copyright in Target Material, or if
Target Material is to be used for legal purposes, no amendment or alteration
may be made to the Target Material without the Translator's written
permission.
11.4
The right of integrity may be specifically waived in advance by the
Translator in writing.
12.1
No documents for a Translation Job shall be deemed to be confidential
unless this is expressly stated by the Client on the Job Order. 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 related Target Material
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.
12.2
The Translator shall be responsible for the safekeeping of the
Client's documents, once received. However,
the Translator accepts no responsibility for the confidentiality of, or loss
or damage to any documents or data whilst such documents or data are in
transit, electronically or otherwise. If
requested to do so by the Client, the Translator shall insure documents in
transit from the Translator, at the Client's expense.
12.3
The Translator shall protect electronic files with anti-virus
software as far as is reasonably practicable and shall not be liable for
damage to files or computer systems caused by viruses unwittingly forwarded
to Clients or third parties. It
shall be the responsibility of the Client or third parties to protect their
own systems and check all electronic files sent to them.
13.1
If a Translation Job 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 13.3 pay the Translator the full contract sum unless otherwise
agreed. The work completed
shall be made available to the Client.
13.2
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 a contract.
13.3
Neither the Translator nor the Client shall be 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 Job Order, and assist the Client as far as
reasonably practical to identify an alternative solution.
14.1
Failure by the Translator to meet agreed Job Order requirements or to
provide Target Material which is fit for its stated purpose shall entitle
the Client to either 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 cancel any further instalments of work being undertaken
by the Translator. Such
entitlement shall only apply after the Translator has been given one
opportunity to bring the work up to the required standard.
This entitlement shall not apply unless the Translator has been
notified in writing of all alleged defects.
Any complaint in connection with a job shall be notified to the
Translator by the Client (or vice-versa) within one month of the date of
delivery of the Target Material.
14.2
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 , 377 City Road, London, EC1V 1ND, UK. Such referral shall be made no later than two months from the
date on which the original complaint was made.
14.3
If a dispute cannot be resolved amicably between the parties, or if
either party refuses to accept arbitration, the parties shall be subject to
the jurisdiction of the Courts of England and Wales.
14.4
In any event these terms shall be construed in accordance with
English law.
15.1
The Translation Job 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 best endeavours to do the work to
the best of his ability, knowledge and belief, and consulting such
authorities as are reasonably available to him at the time.
Target Material shall be fit for its stated purpose and target
readership, and the level of quality specified.
Unless specified in the Job Order, the quality of Target Material
required shall be deemed to be at “for
information" level.
15.2
The liability of the Translator on any grounds whatsoever shall be
limited to the invoiced value of the work, except where, in connection with
any consequences which are reasonably foreseeable, the potential for such
liability is expressly notified to the Translator in writing on the Job
Order, and such liability is restricted to an agreed limit of cover under
the Translator’s professional indemnity insurance cover.
16.1
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 Job 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.
16.2
Clause 16.1 shall 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 broadband advertising;
or the third party is seeking suppliers on the open market; or the
intermediary only makes isolated use of the Translator's services.
17.1
These Terms and Conditions shall be construed jointly with the Code
of Professional Conduct of the Institute of Translation and Interpreting.
They shall also be subject to any detailed requirements or variants
expressly specified in the Job Order relating to a particular Translation
Job. 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.
JANUARY
2002
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