Terms of service for translation work

   1. Definitions and Interpretation

 

1.1 Definitions

 

In this Agreement, unless the context otherwise requires, the following expressions shall be given the following meanings:

 

Agreement’ means these Terms of Service.

Assignment’ means the period during which the 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. This covers assignments taking place in the Translator’s premises, the Client’s premises or any other Third Party’s premises.

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 content which has to be translated, and may comprise text, sound and/or images.

Translator’ means Vasiliki Prestidge trading as ‘Greek to Me Translations’ acting as a translator, editor, proofreader, localiser, copywriter or in any other way as each task requires. 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 linguistic-related task such as revising, editing, proofreading, transcreation, localisation, copywriting etc., which calls upon the skills of a Translator and Linguist.

Translation’ means the commissioned work produced by the Translator.

Third Party’ means any party who is not a party to this Agreement.

Normal working hours’ means any working day (Monday-Friday) between the hours of 09:00-17:00 that is not a statutory public holiday or local holiday in the UK/Oxford.

 

1.2 Interpretation

 

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

 

2.1 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:

  1. 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

  2. the Source Material does not infringe the copyright or any other right of any person;

2.2 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) Quotes and (non-binding) Estimates

 

3.1 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.

3.2 No fixed quotation shall be given by the Translator until she has seen all the Source Material and has received clear and complete instructions in writing from the Client.

3.3 Any fee quoted, estimated or agreed by the Translator on the basis of the Client’s description of the Translation Task may be subject to amendment by agreement between the Parties if, in the Translator’s opinion on having seen 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 clause 3.2 above, a binding quotation once given, after the Translator has seen or heard all the Source Material, shall remain valid for a period of fourteen (14) days from the date on which it was given, after which time it may be subject to revision.

3.7 Costs of delivery of the Translation shall normally be borne by the Translator. Where delivery requested by the Client involves expenditure greater than the cost normally incurred for delivery (for example, courier and/or recorded or special delivery), the additional 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.

3.8 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.

3.9 If any changes are made in the text or the Client’s requirements at any time while the Translation Task 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.

3.10 All projects are subject to a minimum charge of £40.00.

3.11 No VAT will be charged. According to UK Law and as a UK-based sole-trader not exceeding the current specified VAT registration threshold, the Translator is not registered for VAT. For confirmation of this visit: http://www.hmrc.gov.uk/vat/start/register/when-to- register.

3.12 Standard translations will be charged per word in the source text. Certified translations will be charged per page of the source document. Creative text (such as slogans and tag-lines) will be charged per hour of work. Content writing will be charged either per word or per hour of work. 

4. Delivery


4.1 Any delivery date or dates agreed between the Translator and the Client shall become binding only after the Translator has seen all of the Source Material to be translated and has received complete instructions in writing from the Client.

4.2 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.

4.3 A project will be deemed to have been delivered once emailed or posted to the Client.

4.4 Certified translations will be delivered by post using the Royal Mail Special Delivery – Next Day service unless agreed otherwise in writing.
4.5 The Translator shall not be held responsible for the loss of a document by the postal services company. If the postal services company fails to deliver the document, the Translator will post the document again and the Client will cover the delivery costs and additional fees related to printing a new document, signature and certification.

4.6 The Translator will do her best to always deliver the project on time. However, if a problem arises that materially affects the Translator’s ability to complete the work on time (such as computer failure or serious illness), the Translator shall notify the Client without any delay.

 

5. Payments

 

5.1 Payment in full to the Translator shall be effected no later than fifteen (15) days from the issue date on the invoice, unless otherwise specified on the invoice.

5.2 The Translator accepts payments only by wire transfer in British Pounds (£, GBP). Payments via PayPal or Transferwise may be accepted if agreed in writing by both the Client and the Translator prior to undertaking any work.

5.3 For long Assignments or texts, the Translator may request an initial payment and periodic partial payments in instalments on terms to be agreed.

5.4 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 5.1.

5.5 Where delivery is in instalments and notice has been given that an interim payment is overdue, the Translator shall have the right to stop working on the Translation Task at hand until the outstanding payment is made or other terms agreed.

5.6 Any payment that is not made before the due date shall bear statutory interest; this is 8% plus the Bank of England base rate for business to business transactions from time to time calculated on a daily basis from the date when such payment fell due until the date of payment.

5.7 This action shall be without prejudice to any sums due and without any liability whatsoever to the Client or any Third Party.

5.8 New clients may be required to pay fully or partially upfront.

 

6. Copyright in Translations

 

6.1 In the absence of a specific written agreement to the contrary, copyright in the Translation text remains the property of the Translator.

6.2 In addition, any sub-products resulting from the translation process such as Terminology Files, Translation Memories or glossaries will remain the property of the Translator.

6.3 Copyright in any completed or residual part of a Translation shall remain the property of the Translator.

6.4 Where the Translator retains the copyright, unless otherwise agreed in writing, any published text of the Translation shall carry the following statement: "© Greek/English text by Vasiliki Prestidge, Greek to Me Translations [yyyy]" as appropriate to the particular case.

6.5 Where the Translator assigns the copyright to the Translation 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: "Greek/English text by Vasiliki Prestidge, Greek to Me Translations", as appropriate to the particular case.

6.6 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 prior 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

 

7.1 All documents for Translation shall be deemed to be confidential.

7.2 Notwithstanding clause 7.1, the Parties agree that a Third Party may be consulted over specific translation terminology queries in relation to specific areas of the Source Material or produced Translation.

7.3 The Translator shall be responsible for the safe-keeping of the Client’s Source Material and copies of the Translations, and shall, where necessary, ensure their secure disposal. Documents will be saved in a computer for a year. They will then be transferred to an external hard drive for future need (such as to re-open an old project). 

7.4 Certified translations are kept in record for 5 years in line with the guidance issued by the Institute of Translation and Interpreting.

7.5 If requested to do so by the Client, the Translator shall insure documents in transit from the Translator at the Client’s expense.

7.6 The Translator shall not share any document containing sensitive information or data that could reveal The Client’s identity.

 

8. Cancellation and Frustration

 

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 pay the Translator the full fee unless otherwise agreed in advance.

8.2 The work completed up until the time of cancellation shall be made available to the Client.

8.3 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.

8.4 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 (such as the deadline), and assist the Client as far as reasonably practical to identify an alternative solution.

 

9. Complaints and Disputes

 

9.1 Failure by the Translator to meet agreed order requirements or to provide a Translation which is fit for its in writing stated purpose shall entitle the Client to:

       i.  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

       ii. cancel any further instalments of work being undertaken by the Translator. Such entitlement shall only apply after the Translator has been  

           given the opportunity to bring the work up to the required standard.

9.2 The entitlements referred to under clause 9.1, shall not apply unless the Translator has been notified in writing of all alleged defects in detail and with examples and after the translator has been given the opportunity to bring the work up to the required standard.

9.3 Any complaint in connection with a Translation Task shall be notified to the Translator by the Client (or vice-versa) within 30 working days of the date of delivery of the Translation with specific examples representing the nature of the complaints. After this period has passed, the Translation will be considered accepted.

9.4 Complaints will be investigated carefully by the translator only if the complaints are a result of someone reviewing the Translator’s work who knows and understands both source and target languages and has been given access to all documents. 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 was made.

9.5 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, this Agreement shall be construed in accordance with English law.

 

10. Responsibility and Liability

 

10.1 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.

10.2 Time and expense permitting, the Translator shall use her reasonable commercial endeavours to do the work to the best of her ability, knowledge and belief, and consulting such authorities as are reasonably available to her at the time.

10.3 Subject to clause 10.4, a Translation shall be fit for its stated purpose and target readership, and the level of quality specified.

10.4 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.

10.5 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.

10.6 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 prior written permission. The right of integrity may be specifically waived in advance by the Translator in writing.

10.7 Neither Party shall be liable to the other in respect of any consequential or indirect loss whatsoever.

 

11. Unfair Competition

 

11.1 Subject to clause 11.2, 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.

11.2 The restrictions in clause 11.1 shall not apply where:

  • the Third Party work-provider has had previous dealings with the Translator, or

  • the Translator acts on the basis of information in the public domain, or

  • the approach from the Third Party is independent of the relationship with the intermediary, or

  • the approach to the Third Party arises as the result of advertising, or

  • the Third Party is seeking suppliers on the open market, or

  • the intermediary only makes isolated use of the Translator’s services.
     

12. Applicability and Integrity

 

12.1 This Agreement shall come into effect either:

         i. when the Client signs the Agreement; or

         ii. when the Client commences delivery of the Source Material;

         iii. when the Translator provides any services under the Agreement, whichever of the above is the earlier.

12.2 This Agreement may be subject to any detailed requirements or variants expressly specified in the order relating to a particular Translation Task.

12.3 No waiver of any breach of any condition in this Agreement shall be considered as a waiver of any subsequent breach of the same or any other provision.

12.4 All translations are subject to the Translator's right of integrity, which may be waived by the Translator.

12.5 When the Client has specifically requested the translation to be for publication, the Translator will carry out a compulsory review of the final copy before printing. If the translator is not notified to perform a print proof, a 50% surcharge will apply.

12.6 If a Translation is in any way amended or altered without the written permission of the Translator, the Translator shall not be in any way liable for amendments made or their consequences.

 

 

Last updated 5 August 2018

 

Terms of service for interpreting work

 

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