Terms and Conditions - Services
FOLLOWING GUIDELINES FROM THE ASSOCIATION OF TRANSLATION COMPANIES (A.T.C.)
In commissioning a text for translation, the client enters into a binding agreement with this Company (The Language Technology Centre Ltd) covered by the following terms and conditions,
1 INTENDED USAGE
- A Client shall clearly indicate the intended use of the translation.
- A translation is normally done for information and understanding only, which is of a high enough standard for use in general correspondence.
- However, the translation may be the final document that will not be subjected to further editing by the Client or his agent and is required for:
Contracts, insurance, patents and other legal purposes
Printing or publication
Any other purposes, where the particular rendering of the text is liable to be of consequence
All of which will necessitate a higher level of accuracy and therefore will be subject to a surcharge.
- Should a Client wish to use a translation for any other purpose than that for which it was originally supplied, the Client shall obtain confirmation from the Company that the translation is suitable for the intended new purpose. The Company reserves the right to amend and adapt the previously supplied translation, if necessary, for the new purpose.
- Where the purpose of the translation is not disclosed to the Company, the Company shall execute the translation as if it were for information only. However, if in the Company's judgement, the apparent intended purpose is otherwise, the Company shall communicate with the Client, whenever possible, before commencing translation in order to clarify the intended purpose.
- The Company will indicate the standard for which the translation was supplied and will determine the charge accordingly.
Verbal quotations are given for guidance only. They are not binding on the Company and are subject to written confirmation on receipt of the text for translation. Written quotations remain valid for 30 days after despatch. The cost of a translation is determined either on the basis of standard prices negotiated with the client or on the basis of quotations prepared by the Company.
All accounts are net and due on completion of the work, although payment may be requested prior to the commencement of the work. Monthly credit accounts may be opened for regular Clients on request, in which case payment must be received by the 20th day of the month following the month in which the invoice is raised. Without prejudice to the Company's other rights, a service charge of 3% per month or £5 whichever is the greater will be made on all accounts outstanding beyond the due date to cover financial & administrative costs and will be added to these accounts. For long assignments or texts, the Company may request periodic partial payments or terms to be agreed.
4. COMPLETION OF WORK
We have a worldwide reputation for prompt delivery. However, any date agreed by the Company for delivery is given and intended as an estimate only. The Company will make every endeavour to meet such an estimated date but shall not be liable to make good any damage or loss, whether arising directly or indirectly out of its failure to meet such date. The Client may, at any time after the expiry of the date, give the Company reasonable notice, having regard to the original anticipated delivery period, but not less than seven days, and if delivery has not taken place within that period of notice, no charge will be made and the Contract will be considered cancelled. Should the transaction have been delivered after the expiry of the notice period and the Client does not rescind the cancellation of the Contract, the Company requires the immediate return of any such translation delivered together with a signed disclaimer of the Client's right to use the same. The Company reserves the right to sub-contract all or part of the work to a contractor of its choice.
In case of Force Majeure (Strike, Lockout, Industrial Dispute, Civil Commotion, Natural Disaster, Acts of War and any other situation which can be shown to have materially affected the Company's ability to deal with the Commission as agreed) the Company shall notify the Client without delay, indicating the circumstances. Force Majeure shall entitle both the Company and the Client to withdraw from the commission, but in any event, the Client undertakes to pay the Company for work already completed. The Company will assist the Client, to the best of its ability, to place his commission elsewhere.
Delivery is deemed to have taken place on posting or delivery to a carrier, or transmission by fax, modem or internet, as the case may be, and the risk shall pass to the Client. However, the Company will retain a copy of the translation and in event of there being any loss or damage will forward a further copy free of charge.
Although an urgency surcharge may be levied on urgent translations, because such urgency may preclude the necessary time to check and edit the translation, the Company will not accept any liability for any work submitted on an urgent basis.
If work is commissioned and subsequently cancelled, the Client shall pay the Company either a sum equal to the proportion of the complete fee which the work completed bears to the original text and a further sum charged on a time basis for preliminary research and enquiries or shall pay the Company some other compensatory sum to be agreed between the parties. The work completed shall be available to the Client.
- (a) The Company shall be relieved of all liability for obligations incurred to the client whenever and to the extent of which the fulfilment of such obligation is prevented by any cause beyond its control.
- (b) Other than the death or injury to any person resulting from our negligence, the Company shall not be liable to the Client or any third party in any circumstances whatsoever for any consequential loss or damage of any kind (including loss of profit) and the Client shall indemnify the Company against all claims and demands upon the Company for any such consequential loss or damage.
- (c) As a result of any error or omission in work undertaken by the Company, the Company will, as its option, either re-type the work or compensate the Client for the cost of any additional typing or printing up to the amount of our fee, in respect of that work, provided that such fee has been paid in accordance with the Company's terms of business and provided the work has been used by the Client for the purpose indicated on the order. For publication - the Company will only accept responsibility for any errors or omissions if the galley proof is submitted to the Company for a final check prior to going to print. All figures will be left for the client to check and the Company will not be responsible for any errors in the figures.
- (d) The Company does not accept any liability for translations undertaken over the telephone or by fax.
- (e) In the event of use of the translation by the Client for a purpose other than for which it was supplied, the Client shall not be entitled to any compensation by the Company, and the Client shall indemnify the Company against any loss arising as a result to the Company, in goodwill or otherwise.
9. CONFIDENTIALITY AND SAFE-KEEPING OF THE CLIENT'S DOCUMENTS
The Company shall at no time disclose to any Third Party any information contained in the Client's original documents or translations thereof, without the express authorisation of the Client. The Company is responsible for the safekeeping of the Client's documents or translations thereof, including copies, while these are in the Company's keeping, and shall ensure their secure disposal. If requested to do so, the Company will ensure documents in transit from the Company, at the Client's expense.
10. ILLEGAL MATTER
The Client warrants that the required translation does not infringe any copyright or other proprietary right and shall indemnify the Company in respect of all actions, claims, proceedings, costs and damages incurred or awarded and paid in respect of, or arising out of, any breach of such warranty or out of any claim by a third party based on any facts which if sustained, would constitute a breach of such warranty.
No oral representation or statement shall be binding upon the Company, whether as a warranty or otherwise, nor shall anything be implied from any such representation or statement.
12. USE OF TRANSLATORS
If any Client or associate uses the services of a relevant person other than by submitting the work to this Company, the Client shall forthwith pay to the Company: -
- (a) Where the relevant person becomes an employee of such Client or associate a sum equal to 20% of the gross annual remuneration of such relevant person or a sum of £5,000 whichever shall be the higher, and
- (b) In any other case, the sum of £6,000 for each year the relevant person is so used.
For the purpose of this Clause "associate" means any partner of the Client and any Company in which the Client or any firm in which he is a partner holds not less than one-third of the issued equity share capital (as defined in Section 154 of the Companies Act 1948) and any subsidiary of such Company (as so defined) or in the case of a Client who is a Company, any Company which owns directly or indirectly not less than one-third of the issued share capital of the Client. 'Relevant person' means any translator, interpreter, typist or other person who shall have been engaged either as an employee or independent contractor by the Company and who shall have provided work for such Client directly or indirectly through the Company within twelve months preceding the use of their services by the Client or an associate as aforesaid.
- (a) For texts, which are published and sold in the open market, in the absence of a specific written agreement to the contrary, copyright in the translation remains the property of the Company. Where the translation is known by the Company to be intended for publication, it is agreed that the Company grants to the client a licence to publish the translation on a single occasion, in consideration of the agreed fee and when this has been paid. Where copyright is assigned, this is likewise effective only on payment of the agreed fee in full. Where work on a translation is started but the translation is not completed copyright in the incomplete translation remains the property of the Company, and the conditions applicable to assignment of copyright and those applicable to the grant of a licence to publish shall be as specified above in relation to a completed translation.
- (b) Where documents, advertising and promotional material are to be used for normal business purposes, it is accepted as standard business practice that payment of the fee to the Company automatically transfers to the Client in perpetuity all rights in the text, including copyright and the right to amend, and the Company shall have no further claim on the Client in respect of that translation unless otherwise agreed in writing.
- (c) Where the Company retains the copyright, unless otherwise agreed in writing, any published text of the translation shall carry the following statement (language) text, (translator's name), 20-- as appropriate to the particular case.
14. SETTLEMENT OF DISPUTES
The Client shall make any complaint in connection with the work carried out to the Company (or vice versa) within four weeks of the date of delivery of the translation. If the parties are unable to agree, the matter may be referred to the Arbitration Board of the Institute of Translating and Interpreting (ITI) or the Association of Translation Companies (ATC) within a time limit of two months from the date on which the original complaint was made. By the application and acceptance of these Terms, it is implicitly agreed a priori, that the decision of the arbitrators shall be final and binding on all parties involved.
15. GOVERNING LAW
All contractual relationships between the Client and the Company shall be governed by English law and action in the County Court will be taken in the west London County Court in whose jurisdiction the work is being carried out.