Terms & Conditions

Qualified to translate

Terms

Conditions

General Terms of Business for Commissioned Translation Work

Beaufort Marshall lynn@beaufort-marshall.com

Lynn Urch MA MCIL A freelance translator trading as Beaufort Marshall

General Terms of Business

for Commissioned Translation Work

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.

Definitions

1. Translator shall mean 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 act of

translation (the translation task) will be

subcontracted, or the translator

customarily trades as an intermediary.

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 skills of a translator, but not

copywriting or adaptation.

Client shall mean the party commissioning

a translation in the normal course of

business.

The parties may be natural or legal

persons, including, as an example only,

private individuals, associations,

partnerships, economic interest groupings

or corporate entities.

A translator may act as an intermediary. A

relationship involving an intermediary of

any nature acting in the normal course of

business shall comprise two (or more)

direct and discrete translator/Client

contracts.

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.

Translation Rights

2. The translator accepts an order from

the Client on the understanding that

performance of the translation task 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.

The Client likewise 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.

Fees: (binding) Quotations and

(non-binding) Estimates

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.

No fixed 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.

Where VAT is chargeable it will be

charged in addition to the quoted fee if the

translator is VAT registered.

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.

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.

An estimate shall not be considered

contractually binding, but given for

guidance or information only.

4. Subject to the second paragraph of

clause 3 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.

5. 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, 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.

6. 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.

7. If any changes are made in the text or

the Client’s requirements at any time while

the 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.

Delivery

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 translated 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.

Payment

9. 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.

For long assignments or texts, the

translator may request an initial payment

and periodic partial payments on terms to

be agreed.

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 agreement within the

period stipulated in Clause 9.

Interest shall automatically be applied at

the rate of 8% per annum over base rate

(or such rate as is determined by statute,

the latter prevailing) to all overdue sums

from the date on which they first become

due until they are paid in full.

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.

11. 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

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.

part of a translation shall remain the

property of the translator, and the

conditions applicable to assignment of

publish shall be as specified above in

relation to a completed translation.

12. Where the translator retains the

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.

13. Where the translator assigns the

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.

14. 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.

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.

15. 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 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.

Confidentiality and Safe-keeping of the

Client’s Documents

16. No documents for 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 translations thereof

without the express authorisation of the

Client.

Nevertheless a third party may be

consulted over specific translation

terminology queries, provided that there is

no disclosure of confidential material.

17. 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.

18. 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

19. 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 21 pay the translator

the full contract sum unless otherwise

agreed in advance.

The work completed shall be made

available to the Client.

20. 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.

21. 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.

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

22. 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, and/or

2) cancel any further instalments of work

being undertaken by the translator.

Such entitlement shall only apply after the

translator has been given 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.

23. 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 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

two months from the date on which the

original complaint was made.

24. 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 jurisdiction

of the Courts of England and Wales.

In any event these terms shall be

construed in accordance with English law.

Responsibility and Liability

25. 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.

Time and expense permitting, the

translator shall use his or her best

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.

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, except where

in connection with any consequences

which are reasonably foreseeable:

1) the potential for such liability is

expressly notified to the translator in

writing, and

2) such liability is restricted to an agreed

limit of cover under the professional

indemnity insurance available to

translators.

Unfair Competition

26. 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.

However, this 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 broad-band advertising,

• the third party is seeking suppliers on

the open market, or

• the intermediary only makes isolated

use of the translator’s services.

Applicability and Integrity

27. These Terms 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 task.

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.

©Lynn Urch

A freelancer trading as Beaufort Marshall

T:+44 (0)1202 896363

Email info@iti.org.uk

Web www.iti.org.uk

Tel: +44 (0)1202 89 63 63

E-mail:

lynn@beaufort-marshall.com