Terms and Conditions

General Terms and Conditions for Translation Services

1. Applicability
2. Definitions
3. Copyright in Source Material, and Translation Rights
4. Fees: Quotations
5. Delivery
6. Payment
7. Copyright in Translations
8. Confidentiality and Safe-keeping of the Client’s Documents
9. Cancellation and Frustration
10. Higher force
11. Corrections of faults or errors
12. Disputes
13. Responsibility and Liability

1. Applicability

These General Terms and Conditions apply to all contracts between the translator and the Client, unless otherwise expressly agreed upon or legally required.

General Terms and Conditions made by the Client are not effective unless the translator has expressly accepted them.

2. Definitions

Translator shall mean the party providing a translation in the normal course of business. Client shall mean the party commissioning a translation in the normal course of business and may be a natural or legal person, including, as an example only, private individuals, associations, partnerships, economic interest groupings or corporate entities.

Source material shall be understood to mean any text or medium containing a communication which has to be translated, and may comprise text, sound or images.

3. Copyright in Source Material, and Translation Rights

The translator accepts an order from the Client on the understanding that performance of the translation task will 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.

4. Fees: Quotations

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 and any instructions given by the Client.

No fixed quotation shall be given by the translator until he/she has seen or heard all the source material and has received firm instructions from the Client.

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.

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 shall be renegotiated, always provided that the circumstances are made known to the other party as soon as reasonably practical after they become apparent.

An estimate shall not be considered contractually binding, but given for guidance or information only.

5. Delivery

5.1. Costs of delivery of the translation shall normally be borne by the Client.

5.2. 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
• 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.

5.3. If any changes are made in the text or the Client’s requirements at any time while the task 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.

5.4. Any delivery date or dates agreed between the translator and the Client shall 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. 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.

5.5. The translator accepts no responsibility whatsoever for any delay, damage, or loss that may occur during or as a consequence of electronic or non-electronic transmission or shipment of the translation work to the Client, including any virus-related problems.

6. Payment

6.1. For Private Individuals: translations are normally delivered after the receipt of the full payment.

For Companies, Associations etc.: the due dates for payment of fees shall be the date(s) specified in the Translation Agreement, provided that if no date is specified, the due date shall be the date of translator’s billing for the fees or costs. Payment in full to the translator shall be effected 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.

6.2. Settlement of any invoice, part-invoice or other payment shall be made by the due date agreed between the parties or in the absence of such agreement within the period stipulated in Clause 10.

Interest shall automatically be applied at the rate of 10% per month 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.

6.3. Client agrees to be responsible for translator’s costs in collecting late payments due from Client, including reasonable attorneys’ fees.

7. Copyright in Translations

7.1. In the absence of a specific written agreement to the contrary, copyright in the translation remains the property of the translator, until payment of the agreed fee in full.

7.2. If the translation is 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: “(Italian or other) translation by (translator’s name)”, as appropriate to the particular case.

7.3. 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/she shall not be in any way liable for amendments made or their consequences.

8. Confidentiality and Safe-keeping of the Client’s Documents

8.1. 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.

8.2. If requested to do so by the Client, the translator shall insure documents in transit from the translator, at the Client’s expense.

9. Cancellation and Frustration

9.1. 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 pay the translator the full contract sum unless otherwise agreed in advance.

The work completed shall be made available to the Client.

9.2. 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.

10. Higher force

The translator shall not be liable to the Client or any third party for consequences which are the result of circumstances wholly beyond his/her control. Such causes may include, but are not restricted to natural disasters, power failures, computer viruses, server or communication failures.

Under such circumstances, the translator has the right to partially or wholly withdraw from the translation obligation.

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.

11. Corrections of faults or errors

11.1. The translator reserves the right of correction of faults, mistakes or errors. The Client shall be entitled to ask for a correction of faults, mistakes or errors contained in the translation. The claim to a correction has to be asserted by the Client indicating in detail the nature of the fault, error or mistake.

Unless the Client complains in writing within 14 days after receipt of the translation, the translation shall be considered to be approved by the Client.

11.2. The translator shall correct, at no cost to Client, any errors made by the translator. If the translator is requested to make changes in the translation after delivery of the translation, because of Client’s preferences as to style or vocabulary, and such changes are not required for accuracy and cannot be considered faults, mistakes or errors, then additional fees may be calculated.

11.3. The translator shall not be held responsible for any mistakes and delays resulting from lacking or late information and instructions.

12. Disputes

If a dispute cannot be resolved amicably between the parties, the place of jurisdiction for all disputes shall be the place of business of the translator.

13. Responsibility and Liability

13.1. The translation task shall be carried out by the translator using reasonable skill and care. 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. A translation shall be fit for its stated purpose and target readership, and the level of quality specified.

Unless specified otherwise, translations shall be deemed to be required to be of “for information” quality.

13.2. The translator shall only be liable for gross negligence and intent. Liability in case of slight negligence shall only apply in case of breach of fundamental contractual obligations. Liability of the translator shall be limited to the invoice amount.

 

© lauradiel, January 2015