TERMS AND CONDITIONS
1. Definitions
In these conditions, unless the context requires otherwise:
1.1 ‘Client’ means the person who buys or agrees to buy the Services from the Translator;
1.2 ‘Conditions’ means the terms and conditions of sale set out in this document and any special terms and conditions agreed in writing by the Translator;
1.3 ‘Delivery Date’ means the date specified by the Translator when the services are to be performed;
1.4 ‘Quotation’ means the written quotation provided on receipt of the text for translation. Written Quotations remain valid for 30 days after dispatch unless otherwise stated. The cost of the Service is based on the number of words of text in the Source Language;
1.5 ‘Price’ means the price for the Services excluding VAT; and
1.6 ‘Services’ means the translation services provided by the Translator to the Client and may comprise translation, abstracting, revising/editing translations or any other similar or associated work;
1.7 ‘Source Language’ means the language in which the text to be translated or abstracted is written;
1.8 ‘Translator’ means Elizabeth Ballance of 88 Lytchett Drive Broadstone Dorset BH18 9NR.
2. Role of the Institute of Linguists
The Institute of Linguists is a professional body of qualified linguists. To be admitted to any of its grades members have to undergo stringent admission criteria and once admitted a Code of Professional Conduct governs them. A copy of the Code of Professional Conduct is available on request. The Institute will investigate complaints about any alleged breaches of the Code and as an Associate the Translator is bound by it. However the Institute is not involved in the contract between the Translator and the Client.
3. Conditions applicable
3.1 These Conditions shall apply to all contracts for the provision of Services by the Translator to the Client to the exclusion of all other terms and conditions including any terms or conditions which the Client may purport to apply under any purchase order, confirmation of order or similar document.
3.2 All orders for Services shall be deemed to be an offer by the Client to purchase Services pursuant to these Conditions.
3.3 Any variation to these Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by the Translator.
4. Price and payment
4.1 The Price shall be the Translator’s price set out in the Quotation. The Price is exclusive of VAT which shall be due at the rate ruling on the date of the Translator’s invoice.
4.2 No variations in the Services to be supplied shall be made except by agreement of the Translator in writing. The Translator reserves the right to make an additional charge if after commencement of the Services changes to the source text are advised by the Client.
4.3 In the case of long translations the Translator may require payment in instalments.
4.4 Payment of the Price and VAT shall be due within 14 days of the date of the invoice.
4.5 Interest on overdue invoices shall accrue from the date when payment becomes due from day to day until the date of payment at a rate of 4% above Lloyds TSB Bank plc’s base rate from time to time in force and shall accrue at such a rate after as well as before any judgment.
4.6 All work must be paid for. The Translator does not provide free "test" translations.
5. The Services
5.1 The Translator will provide the Services to the Client with reasonable skill and care and in accordance with the Code of Professional Conduct of the Institute of Linguists.
5.2 The Translator may assign, transfer or sub-contract any or all of her duties obligations and benefits to a third party at her sole discretion.
5.3 In the event of any breach of the Translator’s warranty in clause 5.1 the Translator’s liability shall be limited to repayment of the Price where this has been paid.
5.4 Notwithstanding anything to the contrary in this agreement, the Translator shall not be liable to the Client by reason of any representation or implied warranty condition or other term or any duty at common law or under the express terms of this agreement for any consequential loss or damage whether for loss of profit or otherwise and whether occasioned by the negligence of the Translator or her employees or agents or otherwise arising out of or in connection with any act or omission of the Translator relating to the Services.
6. Delivery of the Services
6.1 The Delivery Date is a best estimate only and is not time of the essence.6.2 The Delivery of the Services is dependant on the Client providing the source text promptly to the Translator. The Client undertakes to deliver the source text to the Translator promptly.
6.3 The Delivery Date is subject to alteration if any amendment to the source text is made after the Quotation has been sent to the Client.
6.4 Where the Client specifies a completion date this shall not be binding on the Translator. The Translator shall make reasonable efforts to meet the Client’s requirements but failure to meet the specified completion date shall not entitle the Client to withhold payment of the Price.
6.5 The Translator shall not be liable for any of the Client’s direct or indirect losses arising out of any delay to the Delivery Date or specified completion date howsoever arising. Any delay shall not be sufficient cause for cancellation by the Client.
6.6 The Services will normally be dispatched to the Client by electronic mail as a Microsoft Word attachment. The Translator is not responsible for any delays or information degradation associated with any breakdown whatsoever caused by failures on the Translator’s or the Client’s servers or telecommunications systems which are known to occur from time to time.
6.7 The Client may specify the Services be supplied in hard copy by post. The Translator cannot be held responsible for delays in supply or for failure of supply caused by the postal system.
6.8 Should the Services be required sooner than set out in the Quotation then the Translator reserves the right to charge supplementary rates to cover any overtime requirements.
7. Acceptance of the Services
7.1 The Client shall be deemed to have accepted the Services 5 days after delivery to the Client.
7.2 After acceptance the Client shall not be entitled to claim the Services were not in accordance with the contract.
7.3 Any complaint about the Service shall be submitted within 5 days after delivery to the Client. If the dispute cannot be resolved between the parties then the matter shall be referred to the Institute of Linguists for arbitration. Any dispute about the quality of the Translator’s translation shall be submitted to the Institute of Linguists for independent assessment.
8. Cancellation
8.1 Cancellation fees shall apply if the Services are cancelled before completion.
8.2 The Client shall be liable for all work up to the cancellation date and for all other costs and expenses which may accrue as a result of such cancellation. In any event the cancellation fee will be 75% of the Quotation.
9. Intended use of the Translation
The intended use of the Translation shall be agreed and stated in the Quotation. The Client shall not use the translation for any other purpose without the prior written agreement of the Translator.
10. Copyright
10.1 The Client warrants to the Translator that it has copyright in the source text or the lawful authority of the copyright owner to undertake the translation.
10.2 The Client shall hold the Translator harmless from any claim of infringement of copyright and/or translation rights, or any infringement of, patent or design or third party rights and also from any legal action which may arise from the content of the original source text.
10.3 The copyright in the translation is the property of the Translator.
11. Client's Property
All documents or any other property supplied to the Translator will be held or dealt with by the Translator at the Client's risk and the Translator will not be responsible for the consequential loss or damage thereto. The Translator reserves the right to destroy or otherwise dispose of any document or other property of the Client which has been in its custody for more than twelve months following completion of the Work to which it relates.
12. Illegal Matters
The Translator shall not be required to translate any matter which in her opinion is or may be of an illegal or libellous nature. The Translator shall be indemnified by the Client in respect of any claims, proceedings, costs and expenses arising out of any libellous matter printed for the Client.
13. Confidentiality
The Translator and the Client shall treat secret ideas or information which are disclosed by the other party as confidential and shall use their reasonable endeavours to ensure that their respective servants agents or employees shall treat the same as confidential.
14. Termination
14.1 Without prejudice to any remedy which the Translator may have against the Client for any antecedent breach or non-performance of this agreement and without prejudice to the right of either party to terminate this agreement under the general law, the Translator may summarily terminate this agreement on giving written notice to the Client if:14.1.1 the Client commits a breach of any of the terms or conditions of this agreement and the breach (if capable of remedy) is not remedied within 30 days of being notified to the Client in writing by the Translator,
14.1.2 the Client commits an act of bankruptcy or if a body corporate enters into liquidation either compulsory or voluntary (save for the purposes of reconstruction or amalgamation) or if a receiver is appointed in respect of the whole or part of the Client’s assets or if the Client makes an assignment for the benefit of or composition with its creditors generally or threatens to do any of these things or any judgment is made against the Client or any similar occurrence under any jurisdiction affects the Client.
15. Force Majeure
Both parties will be released from their respective obligations in the event of national emergency war prohibitive governmental regulations or if any other cause beyond the reasonable control of the parties renders performance of the Agreement impossible whereupon all money due to the Translator shall be paid immediately.
16. Entire agreement
This agreement expresses the entire agreement between the Client and the Translator and supersedes and revokes any negotiations or prior agreements on its subject matter.
17. Third party rights
The parties to this agreement do not intend that any term of it shall be enforceable by a third party as defined in the Contracts (Rights of Third Parties) Act 1999 under the provisions of that Act.
18. Proper law of contract
The Contract shall be governed by and construed in accordance with the laws of England and all parties accept the non-exclusive jurisdiction of the Courts of England.
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