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Terms & Conditions

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General Terms of Business‭ ‬for Commissioned Translation Work
(reviewed‭ ‬August‭ ‬2018‭)


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 standard terms of business.

‭'‬Assignment‭'‬ means the period during which a 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.

‭'‬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 a communication which has to be translated,‭ ‬and may comprise text,‭ ‬sound and/or images.

‭'‬Translator‭'‬ means The Translation Booth Ltd,‭ ‬a registered company formed under the laws of Scotland‭ (
‬Company Number SC513379‭) ‬and having its registered office at Keith Bank,‭ ‬48‭ ‬Hope Street,‭ ‬Inverkeithing,‭ 
‬Fife,‭ ‬Scotland,‭ ‬KY11‭ ‬1LN.‭ ‬The Translator‭ ‬may‭ ‬be the creator of a Translation or 
Translation Task or may‭ ‬subcontract the‭ ‬Translation or‭ ‬Translation Task or‭ ‬may trade as an intermediary.

‭'‬Translation Task‭'‬ means 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.

‭'‬Translation‭'‬ means the commissioned work produced by the Translator.‭

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

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
  2) licence to translate and publish the Source Material‭; ‬and 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) ‬Quotations 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 he/she has seen or heard all the Source Material
and has received clear and complete instructions in writing from the Client.

3.3 Where VAT is chargeable it will be charged in addition to the quoted fee if the Translator is 
VAT registered.

3.4 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 or heard the Source Material,‭ ‬that description is materially inadequate or inaccurate.

3.5 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.

3.6 An estimate shall not be considered contractually binding,‭ ‬but given for guidance or information only.

3.7 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 thirty‭ (‬30‭) ‬days from the date on which it was
given,‭ ‬after which time it may be subject to revision.

3.8 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.

3.9 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.

3.10‭ ‬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.

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 or heard all of the Source Material to be translated and has received 
complete instructions in writing from the Client.

4.2 The date of delivery shall not be of the essence unless specifically agreed in writing.

4.3 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.
 
5.‭ ‬Payment

5.1 Payment in full to the Translator shall be effected no later than‭ ‬thirty‭ (‬30‭) ‬days from the date of 
invoice by the method of payment specified.

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

5.3 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.

5.4 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.

5.5 Any payment that is not made before the due date shall bear interest at the rate of three per cent‭ 
(‬3%‭) ‬above the base rate of Barclays Bank from time to time calculated on a daily basis from the date when 
such payment fell due until the date of payment.

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

6.‭ ‬Copyright in Translations

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

6.2 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.

6.3 Where copyright is assigned or licensed‭ (‬formally in writing as required by section‭ ‬90‭(‬3‭) ‬of the
Copyright,‭ ‬Designs and Patents Act‭ ‬1988‭ (‬the‭ "‬1988‭ ‬Act‭")‬,‭ ‬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.

6.4 Copyright in any completed or residual part of a Translation shall remain the property of the Translator,‭ 
‬and the conditions applicable to assignment of copyright and the grant of a licence to publish such 
Translation shall be as specified above.

6.5 Where the Translator retains the copyright,‭ ‬unless otherwise agreed in 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.

6.6 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:‭ "(‬English or other‭) ‬Translation by‭ (‬Translator's name‭)"‬,‭ ‬as 
appropriate to the particular case.

6.7 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.

6.8 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.

6.9 It shall be the duty of the Client to notify the Translator that such use will be made of the Translation.

6.10 All Translations are subject to the Translator's right of integrity.

6.11 f 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.

6.12 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.
 
7.‭ ‬Confidentiality and Safe-keeping of the Client's Documents

7.1 No documents for Translation shall be deemed to be confidential unless this is expressly stated by 
the Client.

7.2 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 Source Material or Translations thereof without 
the express authorisation of the Client.

7.3Notwithstanding clause‭ ‬7.2,‭ ‬the Parties agree that a Third Party may be consulted over specific 
translation terminology queries in relation to the Source Material.

7.4 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.

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.

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 except in the 
circumstances described in clause‭ ‬8.4‭ ‬pay the Translator the full fee unless otherwise agreed in advance.

8.2 The work completed shall be made available to the Client.

8.3 If a Client goes into liquidation or has a receiver or administrator appointed or becomes insolvent,‭ ‬
bankrupt or enters into any arrangement with creditors the Translator shall have the right to terminate a 
contract.

8.4 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.

8.5 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.

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 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.

9.2 The entitlement referred to in clause‭ ‬9.1,‭ ‬shall not apply unless the Translator has been notified in‭ 
‬writing of all alleged defects.‭ ‬Minor errors such as typing errors will not automatically render a 
Translation unfit for purpose.

9.3 Any complaint in connection with a Translation Task‭ ‬must be notified to the Translator by the 
Client‭ (‬or vice-versa‭) ‬within one month of the date of delivery of the Translation.‭

9.4 If a dispute cannot be resolved amicably between the Parties,‭ ‬the Parties shall be subject to 
the exclusive jurisdiction of the Courts of Scotland.‭ ‬In any event this Agreement shall be construed 
in accordance with Scots 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 of the Institute of 
Translation and Interpreting.

10.2 Time and expense permitting,‭ ‬the Translator shall use his or her reasonable commercial 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.

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 Unless specified otherwise,‭ ‬Translations shall be deemed to be of‭ "‬for information‭" ‬quality only.

10.5 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.

10.6 Subject to clause‭ ‬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.

10.7 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 broad-band 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.‭ ‬Sub-contracting
 
12.1‭ ‬The Translator may at any time assign,‭ ‬subcontract,‭ ‬delegate,‭ ‬declare a trust over or deal in any 
other manner with any or all of its rights and obligations under this agreement.

12.2‭ ‬The Client shall not assign,‭ ‬transfer,‭ ‬subcontract,‭ ‬declare a trust over or deal in any other manner 
with any of its rights and obligations under this agreement.‭

13.‭ ‬Applicability and Integrity

13.1‭ ‬This Agreement shall come into effect either‭ (‬1‭) ‬when the Client signs the Agreement‭; ‬or‭ (‬2‭) ‬when the 
Client commences delivery of the Source Material‭; ‬or‭ (‬3‭) ‬when the Translator provides any services under 
the Agreement,‭ ‬whichever is the earlier.

13.2‭ ‬This Agreement should be read in conjunction with the‭ ‬Code of Professional Conduct of the 
Institute of Translation and Interpreting.

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

13.4‭ ‬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.

We hereby accept these terms and conditions.

END

Carrie was recommended to me by a colleague.

I was very impressed with the quick turnaround, friendly service and the hand delivery of the translations.

I would recommend Carrie to any other professional services company.

Amy Zoltie, Pagan Osborne Solicitors

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