GENERAL TERMS & CONDITIONS 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.
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.
Copyright in Source Material, and 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
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.
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.
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 installments 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.
Copyright in Translations
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 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 ITI Reference 019 (10/02)