Terms and conditions (applicable from 10/03/17)

In this document, no part of any numbered clause 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.

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1. “Translator” shall mean the party providing a Translation. The Translator shall normally be the creator of a Translation, although he/she may subcontract part or all of the Translation.

“Translation” shall mean the preparation of a translation or any other linguistic service (including, but not limited to, proofreading, editing and copywriting) commissioned by the Client.

“Client” shall mean the party commissioning the Translator to provide a Translation.

“Source Material” shall be understood to mean any text or medium containing a communication which has to be translated or otherwise manipulated by the Translator in the normal course of business, 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 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 and 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.



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 and any instructions given by 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, or if the Translation is found to present latent special difficulties of which neither party could be reasonably aware at the time of offer and acceptance. In such cases, the agreed fee 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.

No fixed quotation including any conditions as to payments on account shall be binding on the Translator until he/she has seen or heard all the Source Material and has received firm instructions from the Client. Where VAT is chargeable it will be charged in addition to the quoted fee if the Translator is VAT-registered.

4. Any agreed fee shall remain valid for a period of thirty (30) 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 over and above those agreed between the parties shall be borne by the Client.

6. The Client shall also be responsible for any supplementary charges including but not limited to 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.

7. If any changes are made in the text or the Client’s requirements at any time while the Translation 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, which will be charged at the Translator’s then current rates for the provision of these services.



8. 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 dealt with 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, 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. Payment in full to the Translator shall be effected not later than fourteen (14) 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 account.

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 an agreement within the period stipulated in Clause 9. Where delivery is in instalments and notice has been given that an interim payment is overdue, the Translator shall have the right to cease any work being undertaken on behalf of the Client until the outstanding payment is made or other terms are agreed. This action shall be without prejudice to any sums due and without any liability whatsoever to the Client or any third party.

11. Effective from the invoice date, compensation and interest at the rates stated in the EU’s Late Payment Directive 2011/7/EU may be charged on all overdue balances at the Translator’s discretion. All wire transfer fees and other charges incurred in remitting payment (including intermediary and correspondent bank charges) are payable by the Client. The Translator reserves the right to invoice the Client for any bank charges deducted from the payment.

12. The contracts for all Translations are established between the Translator and the Client, and payment of the Translator’s fee is not contingent on the review, approval or payment of any third party.


Copyright in translations

13. 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. Where copyright is assigned or licensed (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), this shall be effective only on payment of the agreed fee in full. 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 shall be as specified above in relation to a completed Translation.

14. 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.

15. 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 (or other) by (Translator’s name)”, as appropriate to the particular case.

16. Where a Translation is to be incorporated into a translation memory system or any other corpus, the Translator may license use of the Translation for this purpose for an agreed fee. 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. It shall be the duty of the Client to notify the Translator that such use will be made of the Translation.

17. 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. If the Translator retains 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 prior written permission. The right of integrity may only be waived in advance by the Translator in writing.


Confidentiality and safe-keeping of the Client’s documents

18. No documents related to the Translation shall be 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 commissioned Translations without the express authorisation of the Client. Nevertheless, a third party may be consulted over specific terminology queries, provided that there is no disclosure of confidential material.

19. 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.

20. 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

21. If a Translation 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 23, pay the Translator the full contract sum unless otherwise agreed in advance. The work completed shall be made available to the Client.

22. 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 the contract or to retain any work undertaken until paid for.

23. The Translator shall not be liable to either the Client or any third party for consequences which are the result of circumstances wholly beyond the control of the Translator. 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

24. 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:

a) 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

b) cancel any further instalments of work being undertaken by the Translator.

Such entitlement shall only apply after the Translator has been given at least 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.

25. Any complaint in connection with a Translation shall be notified to the Translator by the Client (or vice-versa) within fourteen (14) days of the date of delivery of the Translation, and no claim shall be considered after this date. 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. Such referral shall be made no later than sixty (60) days from the date on which the original complaint was made.

26. 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. In any event, these terms shall be construed in accordance with English law.


Responsibility and liability

27. The Translation 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/her best endeavours to do the work to the best of his/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.

The liability of the Translator on any grounds whatsoever shall be limited to the invoiced value of the work, and the Translator shall under no circumstances be liable for any consequential losses.


Unfair competition

28. 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 six (6) months from return of the last Translation 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 shall not apply where:

a) the third-party work provider has had previous dealings with the Translator, or
b) the Translator acts on the basis of information in the public domain, or
c) the approach from the third party is independent of the relationship with the intermediary, or
d) the approach to the third party arises as the result of broadband advertising, or
e) the third party is seeking suppliers on the open market, or
f) the intermediary only makes isolated use of the Translator’s services.


Acceptance, applicability and integrity

29. All Translations commissioned by the Client imply the Client’s full acceptance of these terms and conditions of service, which 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. 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.



30. If any provision or part-provision of these terms is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this Clause 30 shall not affect the validity and enforceability of the rest of these terms and conditions of service.