1. 1st Translation shall mean the party providing a translation in the normal course of business i.e. 1st Translation and its representatives.
Translation assignment shall mean the preparation of a translation or any other translation-related service such as revising, editing, etc, which calls upon the translation skills of 1st Translation, 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 private individuals associations, partnerships, economic interest groupings 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.
Copyright in Source Material, and Translation Rights
2. 1st Translation Company Limited accepts an order from the Client on the understanding that performance of the translation assignment will not infringe any third party rights.The Client undertakes to keep 1st Translation free from liability for any infringement of copyright and/or other intellectual property rights in relation to documents supplied.The Client likewise undertakes to keep 1st Translation protected from any legal action including defamation which may arise as a result of the content of the original source material or its translation.
All translations are subject to the 1st Translation’s right of integrity. If a translation is in any way amended or altered without the written permission of 1st Translation we shall not be in any way liable for amendments made or their consequences. If 1st Translation 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 1st Translation’s written permission. The right of integrity may be specifically waived in advance by 1st Translation in writing.
Fees: (binding) Quotations and (non-binding) Estimates
3. In the absence of any specific agreement, the fee to be charged for translation assignments shall be determined by 1st Translation upon receipt and inspection of the Client’s source documents, the purpose of the translation and any instructions given by the Client.
No fixed quotation shall be given by 1st Translation until we have seen or heard all the source material and have received appropriate instructions from the Client.
Where VAT is chargeable it will be charged in addition to the quoted fee.
Any fee quoted, estimated or agreed by 1st Translation on the basis of the Client’s description of the assignment may be subject to amendment by agreement between the parties if, in our 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 1st Translation 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 1st Translation.
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. Abnormal delivery costs include overseas postal delivery, courier delivery outside central London and express delivery whether during or out of office hours. If the additional cost is incurred as a result of action or inaction by 1st Translation, it shall not be borne by the Client, unless otherwise agreed.
6. Other supplementary charges, for example those arising from:
7. If any changes are made in the text or the Client’s requirements at any time while the assignment is in progress, 1st Translation’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 1st Translation and the Client shall become binding only after 1st Translation 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, 1st Translation 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 1st Translation shall be effected not later than 30 days from the date of invoice by the method of payment specified.For long assignments or texts, 1st Translation 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.
1st Translation cannot accept delayed payment from the client for work delivered, including situations in which the client is awaiting payment from a respective client or any other third party.
Interest shall automatically be applied at the rate of 8 % (eight percent) 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. This stipulation is in accordance with the Late Payment and Commercial Debts Act 1998.
Where delivery is in instalments and notice has been given that an interim payment is overdue, 1st Translation shall have the right to stop work on the assignment 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.
Confidentiality and Safe-keeping of the Client’s Documents
11. No documents for translation shall be deemed to be confidential unless expressly stipulated by the client and/or a confidentiality agreement has been entered into. The Client may request an agreement from 1st Translation whereupon the terms under the confidentiality agreement come into effect after both the Client and 1st Translation have signed the same agreement.
However 1st Translation 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.
12. 1st Translation shall be responsible for the safe-keeping of the Client’s documents and copies of the translations, and shall ensure their secure disposal.
13. If requested to do so by the Client, 1st Translation shall insure documents in transit from the translator, at the Client’s expense.
Cancellation and Frustration
14. If a translation assignment 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 1st Translation the full contract sum unless otherwise agreed in advance. The work completed shall be made available to the Client.
15. 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 1st Translation shall have the right to terminate the contract.
16. 1st Translation shall not be liable to any other party for consequences which are the result of circumstances wholly beyond the control of 1st Translation, including but not limited to: acts of God, power cuts, fire, strike action, transport problems, internet and network connection failures, sickness, death and injury, etc..
1st Translation shall notify the Client as soon as is reasonably practical of any circumstances likely to prejudice 1st Translation’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.
17. Any complaint in connection with a translation assignment shall be notified to 1st Translation by the Client (or vice-versa) within 21 days of the date of delivery of the translation. If the parties are unable to agree, the matter may be referred to an external, impartial arbitrator. Such referral shall be made no later than two months from the date on which the original complaint was made.
18. 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
19. The translation assignment shall be carried out by 1st Translation using reasonable skill and care as exercised in the internal code of conduct. Time and expense permitting, 1st Translation shall use its best endeavours to do the work to the best of its ability, knowledge and belief, and consulting such authorities as is reasonably available to it at the time.
20. Unless specified otherwise, translations shall be deemed to be required to be of “for information” quality. The liability of 1st Translation on any grounds whatsoever shall be limited to the invoiced value of the work.