No part of any numbered clause in this document 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.
1. DEFINITION OF TERMS
“Translation Service Provider” shall mean freelance Translation Service Provider Peripatetic Media (hereinafter also referred to as PM), which provides translations in the normal course of business.
‘Translation task’ shall mean the preparation of a translation or any other translation-related task such as revising, editing, etc., which calls upon the translation responsibilities of a Translation Service Provider.
‘Client’ shall mean the party commissioning a translation in the normal course of business and may include natural or legal persons, including, as an example only, private individuals, partnerships, 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.
2. COPYRIGHT IN SOURCE MATERIAL AND TRANSLATION RIGHTS
2.1. The Translation Service Provider accepts an order from the Client on the understanding that performance of the translation task will not infringe any third party rights.
2.2. The Client undertakes to keep the Translation Service Provider harmless from any claim for infringement of copyright and/or other intellectual property rights in all cases.
2.3. The Client likewise undertakes to keep the Translation Service Provider 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. FEES: Quotations (binding) and Estimates (non-binding)
3.1. In the absence of any specific agreement, the fee to be charged shall be determined by the Translation Service Provider based on of the Client’s description of the source material, the purpose of the translation and any instructions given by the Client.
3.2. No fixed quotation shall be given by the Translation Service Provider until he has seen or heard all the source material and has received firm instructions from the Client.
3.3. Any fee quoted, estimated or agreed by the Translation Service Provider on the basis of the Client’s description of the task may be subject to amendment by agreement between the parties if, in the Translation Service Provider’s opinion on having seen or heard the source material, that description is materially inadequate or inaccurate.
3.4. 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.
3.5. An estimate shall not be considered contractually binding, but given for guidance or information only.
3.6. Subject to the second paragraph of clause 3 above, a binding quotation once given after the Translation Service Provider 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.
3.7. Other supplementary charges may also be charged, for example those arising from:
- discontinuous text, complicated layout or other forms of 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.
The nature of such charges shall be agreed in advance.
3.8. If any changes are made in the text or the Client’s requirements at any time while the task is in progress, the Translation Service Provider’s fee, any applicable supplementary charges and the terms of delivery shall be adjusted in respect of the additional work.
4.1. Orders will be deemed to have been accepted following receipt of the source material together with confirmation of the order in writing from the client, sent via fax, e-mail, post or in person to the Translation Service Provider.
5.1 Any delivery date or dates agreed between the Translation Service Provider and Client shall become binding only after the Translation Service Provider has seen or heard all of the source material to be translated and has received complete instructions from the Client.
5.2 The date of delivery shall not be of the essence unless specifically agreed in writing.
5.3 Unless otherwise agreed, the Translation Service Provider shall dispatch the translation in such a way that the Client can reasonably expect to receive it no later than the normal close of business at the Client’s premises on the date of delivery.
5.4 Costs of delivery of the translation shall normally be borne by the Translation Service Provider, except where delivery requested by the Client involves expenditure greater than the cost normally incurred for delivery, in which case, the additional cost shall be chargeable to the Client. If the additional cost is incurred as a result of action or inaction by the Translation Service Provider, it shall not be borne by the Client, unless otherwise agreed.
6.1. Payment in full to the Translation Service Provider shall be effected no later than 30 days from the date of invoice by the method of payment specified.
6.2. For long assignments or texts, the Translation Service Provider may request an initial payment and periodic partial payments on terms to be agreed.
6.3. 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 6.1.
6.4. Overdue sums shall be subject to Interest at the rate of 8% per annum over base rate (or such rate as is determined by statute, the latter prevailing), from the date on which they first become due until they are paid in full.
6.5. Where delivery is in installments and notice has been given that an interim payment is overdue, the Translation Service Provider shall have the right to stop work on the task on 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.
7.1. No documents for translation shall be deemed to be confidential unless this is expressly stated by the Client.
7.2. The Translation Service Provider shall, however, exercise due discretion at all times in respect of disclosure to any Third Party of any information contained in the Client’s original documents or translations thereof without the explicit authorization of the Client. Nevertheless, a third party may however be consulted over specific translation terminology queries, provided that there is no disclosure of confidential material.
7.3. All the translators and other engaged parties of the Translation Service Provider shall be obligated to maintain the confidentiality of the Client’s material within the same scope and to the same extent as the Translation Service Provider himself.
7.4. The Translation Service Provider shall be responsible for the safe-keeping of the Client’s documents and copies of the translations during the performance of the translation task and for a period of 12 months from the date of delivery, after which time the Translation Service Provider undertakes to ensure their secure disposal. If the Client requires any documents to be destroyed, this shall be requested in writing at the time of placing the order.
7.5. If requested to do so by the Client, the Translation Service Provider shall insure documents in transit from the Translation Service Provider, at the Client’s expense.
7.6. Each of the aforementioned provisions applies to the translators and other engaged parties of the Translation Service Provider to the same extent and degree.
8.1. 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, except in the circumstances described in Clause 8.3 below, pay the Translation Service Provider the full fees relative to the scope of the translation task already completed, unless otherwise agreed in advance. The work completed shall be made available to the Client.
8.2. If a Client goes into liquidation (other than voluntary liquidation for the purposes of reconstruction), has a Receiver appointed, becomes insolvent or bankrupt or enters into any arrangement with creditors, the Translation Service Provider shall have the right to terminate a contract.
8.3. Neither the Translation Service Provider 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.
8.4. The Translation Service Provider shall notify the Client as soon as is reasonably practical of any circumstances likely to prejudice the Translation Service Provider’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. COPYRIGHT IN TRANSLATION
9.1. In the absence of a specific written agreement to the contrary, copyright in the translation remains the property of the Translation Service Provider.
9.2. Where copyright in the translation is assigned or licensed, this shall be effective only on payment of the agreed fee in full.
9.3. Copyright in any completed or residual part of a translation shall remain the property of the Translation Service Provider, and the conditions applicable to assignment of copyright and the granting of a license to publish shall be as specified above in relation to a completed translation.
9.4. Where the Translation Service Provider retains the copyright, unless otherwise agreed in writing, any published text of the translation shall carry the following statement: “© Translation by Peripatetic Media (Year)” as appropriate to the particular case.
9.5. Where the Translation Service Provider assigns the copyright and the translation is subsequently printed for distribution, the Client shall acknowledge the Translation Service Provider’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: “Translation by Peripatetic Media”, as appropriate to the particular case.
9.6. Where a translation is to be incorporated into a translation memory system or any other corpus the Translation Service Provider shall license use of the translation for this purpose for an agreed fee. Such incorporation and use shall only take place after the license for the purpose has been granted by the Translation Service Provider in writing and the agreed fee has been paid in full. It shall be the duty of the Client to notify the Translation Service Provider that such use will be made of the translation.
9.7. All translations are subject to the Translation Service Provider’s right of integrity. The right of integrity may be specifically waived in advance by the Translation Service Provider in writing.
10. COMPLAINTS AND DISPUTES
10.1. Failure by the Translation Service Provider to meet agreed order requirements shall entitle the Client to:
1) reduce, with the Translation Service Provider’s consent, the fee payable for work done by a sum equal to the reasonable cost necessary to remedy the deficiencies, and/or
2) cancel any further installments of work being undertaken by the Translation Service Provider.
Such entitlement shall only apply after the Translation Service Provider has been notified in writing of all alleged defects and has been given one opportunity to bring the work up to the required standard.
10.2. Any complaint in connection with a translation task shall be reported to the Translation Service Provider by the Client (or vice-versa) within fourteen days of the date of delivery of the translation.