Terms
and Conditions
Definitions
1.
1st Translation shall mean the party providing a translation
in the normal course of business i.e. 1st Translation and
its representatives.
Translation
assignment shall mean the preparation of a translation or
any other translation-related service such as revising,
editing, etc…, which calls upon the translation skills
of 1st Translation, but not copywriting or adaptation.
Client
shall mean the party commissioning a translation in the
normal course of business.
The parties may be natural or legal persons, including,
as an example 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.
Copyright
in Source Material, and Translation Rights
2.
1st Translation Company Limited accepts an order from the
Client on the understanding that performance of the translation
assignment will not infringe any third party rights.
The
Client undertakes to keep 1st Translation free from liability
for any infringement of copyright and/or other intellectual
property rights in relation to documents supplied.
The
Client likewise undertakes to keep 1st Translation protected
from any legal action including defamation which may arise
as a result of the content of the original source material
or its translation.
All
translations are subject to the 1st Translation’s
right of integrity. If a translation is in any way amended
or altered without the written permission of 1st Translation
we shall not be in any way liable for amendments made or
their consequences. If 1st Translation 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 1st Translation’s written permission.
The right of integrity may be specifically waived in advance
by 1st Translation in writing.
Fees: (binding) Quotations and (non-binding)
Estimates
3.
In the absence of any specific agreement, the fee to be
charged for translation assignments shall be determined
by 1st Translation upon receipt and inspection of the Client’s
source documents, the purpose of the translation and any
instructions given by the Client.
No
fixed quotation shall be given by 1st Translation until
we have seen or heard all the source material and have received
appropriate instructions from the Client.
Where
VAT is chargeable it will be charged in addition to the
quoted fee.
Any
fee quoted, estimated or agreed by 1st Translation on the
basis of the Client’s description of the assignment
may be subject to amendment by agreement between the parties
if, in our 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.
4.
Subject
to the second paragraph of clause 3 above, a binding quotation
once given after 1st Translation has seen or heard all the
source material shall remain 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 shall normally be borne
by 1st Translation.
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. Abnormal
delivery costs include overseas postal delivery, courier
delivery outside central London and express delivery whether
during or out of office hours. If the additional cost is
incurred as a result of action or inaction by 1st Translation,
it shall not be 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 nature of such charges shall be
agreed in advance.
7.
If any changes are made in the text or the Client’s
requirements at any time while the assignment is in progress,
1st Translation’s fee, any applicable supplementary
charges and the terms of delivery shall be adjusted in respect
of the additional work.
Delivery
8.
Any delivery date or dates agreed between 1st Translation
and the Client shall become binding only after 1st Translation
has seen or heard all of the source material to be translated
and has received complete instructions from the Client.
The
date of delivery shall not be of the essence unless specifically
agreed in writing. Unless otherwise agreed, 1st Translation
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.
Payment
9.
Payment
in full to 1st Translation shall be effected not later than
30 days from the date of invoice by the method of payment
specified.
For
long assignments or texts, 1st Translation may request an
initial payment and periodic partial payments on terms to
be agreed.
10.
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
9.
1st
Translation cannot accept delayed payment from the client
for work delivered, including situations in which the client
is awaiting payment from a respective client or any other
third party.
Interest
shall automatically be applied at the rate of 8 % (eight
percent) 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. This stipulation is in accordance with the Late
Payment and Commercial Debts Act 1998.
Where
delivery is in instalments and notice has been given that
an interim payment is overdue, 1st Translation shall have
the right to stop work on the assignment 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.
Confidentiality and Safe-keeping of the Client’s Documents
11.
No documents for translation shall be deemed to be confidential
unless expressly stipulated by the client and/or a confidentiality
agreement has been entered into. The Client may request
an agreement from 1st Translation whereupon the terms under
the confidentiality agreement come into effect after both
the Client and 1st Translation have signed the same agreement.
However 1st Translation 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.
12. 1st Translation shall be
responsible for the safe-keeping of the Client’s documents
and copies of the translations, and shall ensure their secure
disposal.
13. If requested to do so by
the Client, 1st Translation shall insure documents in transit
from the translator, at the Client’s expense.
Cancellation and Frustration
14.
If a translation assignment 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 1st Translation the full contract sum unless otherwise
agreed in advance. The work completed shall be made available
to the Client.
15.
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 1st Translation shall
have the right to terminate the contract.
16.
1st Translation shall not be liable to any other party for
consequences which are the result of circumstances wholly
beyond the control of 1st Translation, including but not
limited to: acts of God, power cuts, fire, strike action,
transport problems, internet and network connection failures,
sickness, death and injury, etc..
1st
Translation shall notify the Client as soon as is reasonably
practical of any circumstances likely to prejudice 1st Translation’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
17.
Any complaint in connection with a translation assignment
shall be notified to 1st Translation by the Client (or vice-versa)
within 21 days of the date of delivery of the translation.
If the parties are unable to agree, the matter may be referred
to an external, impartial arbitrator. Such referral shall
be made no later than two months from the date on which
the original complaint was made.
18. 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. In any
event these terms shall be construed in accordance with
English law.
Responsibility
and Liability
19.
The translation assignment shall be carried out by 1st Translation
using reasonable skill and care as exercised in the internal
code of conduct. Time and expense permitting, 1st Translation
shall use its best endeavours to do the work to the best
of its ability, knowledge and belief, and consulting such
authorities as is reasonably available to it at the time.
20.
Unless specified otherwise, translations shall be deemed
to be required to be of "for information" quality.
The liability of 1st Translation on any grounds whatsoever
shall be limited to the invoiced value of the work.
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