Terms and Conditions
Terms and Conditions for Work Commissioned from DeScribe Language Services Ltd.
1. Definitions and Interpretation
In this Agreement, unless the context otherwise requires, the following expressions shall be
given the following meanings:
‘Agreement’ means these standard terms of business.
‘Assignment’ means the period during which a Translator performs services or carries out
work for or on behalf of the Client or as otherwise agreed between the Client and the
Translator, commencing at the time the Translator first starts such work and services and
ending upon the cessation by the Translator of all such work and services.
‘Client’ means the Party commissioning a Translation in the normal course of business.
‘Confidential Material’ means any sensitive or private information with regard to the Client or their business.
‘Source Material’ means any text or other medium provided by the Client to the Translator and which contains a communication which has to be translated, and may comprise text, sound and/or images.
‘Translator’ means 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 Translation Task will be subcontracted, or the Translator 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.
‘Translation’ means the commissioned work produced by the Translator.
‘Third Party’ means any party who is not a party to this Agreement.
In this Agreement, unless the context otherwise requires:
Words in the singular shall include the plural and vice versa.
No part of any numbered clause shall be read separately from any other part.
Clause headings are provided for convenience of reading only and shall be ignored for the purposes of ascertaining meaning.
A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
References to a “Party” or the “Parties” means the parties to this Agreement. Such Parties may be natural or legal persons, including, for example, private individuals, associations, partnerships, economic interest groupings or corporate entities.
Any words following the terms “including”, “include”, “in particular”, “for example” or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
2. Copyright in Source Material and Translation Rights
a) The Translator accepts a Translation Task from the Client on the understanding that performance of the Translation Task will not infringe any Third Party rights. Accordingly the Client warrants to the Translator that:
i) the Client has full right and authority to enter into this Agreement, having acquired the right and licence to translate and publish the Source Material; and
ii) the Source Material does not infringe the copyright or any other right of any person.
b) 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.
3. Fees: (binding) Quotations and (non-binding) Estimates
a) 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.
b) No fixed and binding 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. Until this point a non-binding estimate may be given.
c) Where VAT is chargeable it will be charged in addition to the quoted fee if the Translator is VAT registered.
d) Any fee 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.
e) 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.
f) Subject to clause 3b above, a binding quotation once given after the Translator 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.
g) The signed order confirmation does constitute an Agreement once it is returned to the
h) Costs of delivery of the Translation shall normally be borne by the Translator. However, where delivery requested by the Client involves expenditure greater than the cost incurred by standard mail delivery, (for instance by courier mail and/or recorded or special delivery), the 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.
i) Additional charges may also be incurred, for example those arising from:
- discontinuous text, complicated layout or other forms of layout or
- presentation requiring additional time and 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
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 and listed in the order confirmation.
k) If any changes are made in the text or to the Client’s agreed requirements at any time while the task is in progress, the Translator’s fee, any applicable supplementary charges and the terms of delivery may be adjusted in respect of the additional work.
a) 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.
b) The date of delivery shall not be of the essence unless specifically agreed in writing.
c) 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 close of business at the client’s premises on the date of delivery.
a) 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.
b) Where a timesheet system is required for the Assignment, the corresponding purchase order number and total amount shall be sent by the Client to the Translator not later than 7 days following correct submission of the timesheet by the Translator to the Client.
c) For long assignments or texts, the Translator may request an initial payment and periodic partial payments on terms to be agreed.
d) For one-page documents, the Translator reserves the right to request a 50% deposit before translation commences, the final 50% to be payable within 30 days of receipt of final invoice.
e) 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 5a.
f) Interest and charges will be applied to overdue invoice balances in accordance with UK late payment legislation of 16th March 2013 for UK clients or European Directive 2011/7/EU (EU) for European clients.
g) 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. Copyright in Translations
a) In the absence of a specific written agreement to the contrary, copyright in the Translation remains the property of the Translator.
b) 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.
c) Where copyright is assigned or licensed (formally in writing as required by § 90(3) of the Copyright, Designs and Patents Act 1988 (the “1988 Act”), 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 the agreed fee in full.
d) Copyright in any completed or residual part of a Translation shall remain the property of the Translator, and the conditions applicable to assignment of copyright and the grant of a licence to publish such Translation shall be as specified above.
e) Where the Translator retains the copyright, unless otherwise agreed in writing, any published text of the Translation shall carry the following statement: “© (English or other) text (Translator’s name) (Year date)” as appropriate to the particular case.
f) 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: “(English or other) translation by (Translator’s name)”, as appropriate to the particular case.
g) 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.
h) Such incorporation and use shall only take place after the licence for the purpose has been granted by the Translator in writing and the agreed fee has been paid in full.
i) It shall be the duty of the Client to notify the Translator that such use will be made of the Translation.
j) All Translations are subject to the Translator’s right of integrity.
k) 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.
l) 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.
7. Confidentiality and Safe-keeping of the Client’s Documents
a) No documents for translation shall be deemed to be confidential unless this is expressly stated by the Client. However, the Translator shall operate in compliance with the General Data Protection Regulation and DeScribe Language Services Ltd’s Privacy Notice.
b) 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.
c) Notwithstanding clause 7b, the parties agree that a Third Party may be consulted over specific translation terminology queries in relation to the Source Material, provided that there is no disclosure of Confidential Material.
d) The Translator shall be responsible for the safe-keeping of the Client’s documents and copies of the Translations, and shall ensure their secure disposal.
e) If requested to do so by the Client, the Translator shall insure documents in transit from the Translator, at the Client’s expense.
8. Cancellation and Frustration
a) 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 8c pay the Translator the sum specified in the order confirmation. The work completed shall be made available to the Client.
b) 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.
c) 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.
d) 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.
9. Complaints and Disputes
a) Failure by the Translator to meet agreed order requirements or to provide a Translation
which is fit for its stated purpose shall entitle 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,
2. cancel any further instalments of work being undertaken by the Translator.
b) Such entitlement shall only apply after the Translator has been given one opportunity to bring the work up to the required standard.
c) The entitlement referred to in clause 9a shall not apply unless the Translator has been notified in writing of all alleged defects.
d) Any complaint in connection with a Translation Task shall be notified to the Translator by the Client (or vice-versa) within one month of the date of delivery of the Translation. If the parties are unable to resolve the complaint, the matter may be referred by either party to the Chartered Institute of Arbitrators. Such referral shall be made no later than two months from the date on which the original complaint is made.
e) 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 exclusive jurisdiction of the
Courts of England and Wales.
f) In any event this Agreement shall be construed in accordance with English law.
10. Responsibility and Liability
a) 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.
b) Time and expense permitting, the Translator shall use his or her reasonable commercial 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.
c) Subject to clause 10d, a Translation shall be fit for its stated purpose, target readership and for the level of quality specified.
d) Unless specified otherwise, Translations shall be deemed to be required to be of “for information” quality only.
e) Nothing in this Agreement shall be construed as seeking to restrict a party’s liability for personal injury or death arising from its own negligence.
f) Subject to clause 10e, the liability of the Translator under or in respect of this Agreement, whether in tort, contract or otherwise, shall be limited to the cost of the
Translation Task being undertaken when the liability arises.
g) Neither party shall be liable to the other in respect of any consequential or indirect loss whatsoever.
11. Unfair Competition
a) Subject to clause 11b, 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.
b) The restrictions in clause 11a shall not apply where:
i) the Third Party work-provider has had previous dealings with the Translator, or
ii) the Translator acts on the basis of information in the public domain, or
iii) the approach from the Third Party is independent of the relationship with the intermediary, or
iv) the approach to the Third Party arises as the result of broad-band advertising, or
v) the Third Party is seeking suppliers on the open market, or
vi) the intermediary only makes isolated use of the Translator’s services.
12. Applicability and Integrity
a) This Agreement shall come into effect either
1) when the Client signs the order confirmation (which references this Agreement),
2) in the absence of an order confirmation when the Client accepts this Agreement in writing.
b) This Agreement should be read in conjunction with the Code of Professional Conduct of the Institute of Translation and Interpreting.
c) This Agreement may be subject to any detailed requirements or variants expressly specified in the order relating to a particular Translation Task.
d) 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.
e) By accepting these terms and conditions, the Client also declares they have read and will comply with DeScribe Language Services Ltd’s Controller to Processor Terms and Conditions, which detail commitments of both parties relating to the General Data Protection Regulation, as well as DeScribe Language Services Ltd’s privacy notice.