Terms & Conditions for Translators
Our standard terms of business are as follows:
betterlanguages.com Ltd. Terms and Conditions of business – revised 06/03/14
Trading address: 10 Poplars Court, Lenton Lane, Nottingham, NG7 2RR
Tel: +44 (0)115 9788980
betterlanguages.com Ltd. (referred to subsequently as “the Company”) is a translation company offering professional translation and interpreting services between English and all major languages.
The Company is registered in England, company number 06186734
Registered office: 1 Fisher Lane, Bingham, Nottingham, NG13 8BQ
VAT no: GB 889 0911 76
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.
GENERAL TERMS OF BUSINESS:
Please note that the company undertakes a wide variety of translation assignments, and as such translation work can vary significantly in range and scope.
In these conditions the following terms shall have the following meanings:
1.1 ‘Company’ means betterlanguages.com Ltd. (referred to subsequently as ‘the Company’) a translation company offering professional translation and interpreting services between English and all major languages. The Company is registered in England, company number 06186734. Registered office: 1 Fisher Lane, Bingham, Nottingham, NG13 8BQ
1.2 ‘End Client’ means the person, firm, organisation, statutory or corporate body, together with any subsidiary or associated undertaking, for whom the Company has agreed to provide Services.
1.3 ‘Contract’ means any contract for the provision of translation or related services by the Contractor to the Company incorporating these conditions.
1.4 ‘Charges’ means the charges as agreed between the Company and the Contractor.
1.5 ‘Contractor’ means the person, firm or company who supplies Services to the Company under the Company’s instructions.
1.6 ‘Interpreting Contract’ means a contract for the act of simultaneous or consecutive interpreting of two or more parties speaking different languages incorporating these conditions.
1.7 ‘Services’ means the provision of translation, proof reading, editing, interpreting, typesetting, consultancy, supply of equipment or such other services as agreed between the Contractor and the Company.
1.8 ‘Timesheet’ means the document issued by the Company containing the hourly records in relation to Interpreting Services provided to the Company and which is ratified by the End Client in the presence of the individual providing the Interpreting Services and used as a binding reference for the calculation of the sum due based on the Charges.
1.9 ‘Translation Contract’ means a contract for the translation of a version of a text written in one language to one or more different languages.
1.10 ‘Source Material’ means any documents, materials, element of text, images, graphics, photographs, designs, data or other information provided by the Company to the Contractor relating to the Services.
1.11 ‘Deliverable’ means the final, translated version of the Source Material or other such document provided by The Contractor to the Company pursuant to and resultant from the Services as defined by the Company.
2. EXISTENCE OF CONTRACT:
2.1 The Contract shall be on these conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Contractor purports to apply under any quote, confirmation of order, specification or other document).
2.2 These conditions apply to all the Company’s Services requests for translation or interpreting and related services and any variation to these conditions and any representations about the Services shall have no effect unless expressly agreed in writing and signed by a director of the Company.
2.3 The Contractor acknowledges that they have not relied on any statement, promise or representation made or given by or on behalf of the Company which is not set out in the Contract. Nothing in this condition shall exclude or limit the Company’s liability for fraudulent misrepresentation.
2.4 Each order or acceptance of a quotation for Services by the Company from the Contractor shall be deemed to be an offer by the Company to purchase the Services subject to these conditions.
2.5 No order placed by the Company shall be deemed to be accepted by the Contractor until a written acknowledgement of order is issued by the Company. This written acknowledgement will normally be by electronic means.
3. SUPPLY OF SERVICES:
3.1 The Contractor shall not subcontract any Services unless with the express prior written consent of a betterlanguages Project Manager.
3.2 The Contractor shall (taking into account the type of Source text) use all reasonable endeavours to give a professional rendering of the original communication, without deliberate addition or omission (except where additional explanation may be necessary to make clear cultural differences to resolve ambiguities or multiple nuances of meaning taking into consideration the type of Source text) and shall be responsible for the integrity of their work in accordance with the Code of Professional Conduct and terms and conditions to which they adhere.
3.3 The Contractor undertakes that they are a professional linguist (professional translator in the case of translation or proofreading assignments or interpreter in the case of interpreting assignments) and that all information submitted to the Company (including public profiles such a LinkedIn, Proz or Translators Café) is true and accurate. The Company reserves the right to refuse payment and to seek legal redress in the event of false, misleading or fraudulent information. In accepting an assignment, the Contractor undertakes that they are personally undertaking the work.
3.4 The Contractor will make their availability clear prior to accepting a contract for Services. If the Contractor does not expressly state a period of non-availability (such as holidays) then it will be assumed they are available to undertake the translation or interpreting assignment, and in the case of translation, queries until a Deliverable translation is submitted. The Company reserves the right to refuse payment if the Contractor becomes unavailable to answer queries before a Deliverable translation is submitted to the end Client. The Company will normally undertake checks of all Services prior to delivery to the end Client and may need to raise queries with the Contractor for some time after delivery by the Contractor.
4.1 The Company shall have the right, from time to time during the execution of the Contract, by notice in writing to the Contractor (normally by electronic means), to add, omit from, or otherwise vary the Services which the Contractor shall carry out (e.g. additional word count added by the Client is to be charged at the original rate). Such variations will be bound by the same conditions, in so far as they are applicable, as if the said variations were part of the Contract.
4.2 If a Contract of Services is cancelled prior to the Contractor commencing work, the work will not be chargeable to the Company. In the event of a “stop notice” whilst undertaking the work, the Contractor will charge only for work carried out prior to the stop notice being sent by the Company.
5.1 The Contractor shall make all reasonable endeavours to ensure delivery of the Deliverable in the time frame agreed with the Company. The Company reserves the right to refuse payment if delivery is not carried out within the time frame agreed.
5.2 Delivery to the Company will be deemed to have been completed once all queries and suggestions have been clarified by the Contractor and the Services are Deliverable.
6. COMPLAINTS AND DISPUTES:
6.1 The Contractor will accept responsibility and liability for any errors or omissions that the Contractor makes whilst providing Services.
6.2 If a dispute cannot be resolved amicably between the parties, 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.
7. PAYMENT OF CHARGES AND PAYMENT TERMS:
7.1 The Contractor agrees to abide by the last agreed rate with the Company for Services (If a rate is agreed for one Contract is assumed the rate will stay the same for subsequent Contracts for Services). An increase in rates can only be applied after written agreement with the Company.
7.2 The Contractor will invoice the Company for the Charges. Invoices are payable by the Company within 30 days of the date of the invoice. This applies to all interim, final and other invoices.
7.3 All invoices should be submitted within 30 days of the Services being deliverable.
7.4 All invoices must quote the currency that was agreed between the Parties or payment will not be made. The Company will normally pay only by prior agreement in pounds Sterling, USD or Euros. Other currencies will only be paid exceptionally and upon prior written agreement.
7.5 Payment shall be made by the Company by cheque, BACS, or PayPal in the currency agreed. The Contractor shall be responsible for invoicing the Company.
7.6 Payments to UK Contractors will always be in Sterling and paid to a UK account by BACS transfer. Payments of small amounts to overseas Contractors will normally be paid by PayPal. Amounts over $500 or equivalent will normally be paid by wire transfer. Contractors should raise any queries about payment before accepting a contract for Services.
7.7 The Contractor will be responsible for any and all charges in relation to payment of an invoice.
8.1 The following provisions set out the entire financial liability of the Company in respect of: – Any breach of these conditions; – Any representation, statement, act or omission including negligence arising under or in connection with the Contract.
8.4 Translation and related tasks shall be carried out by the Contractor using due care and diligence 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, translators, other subcontractors and company representatives shall use their best endeavours to do the work to the best of their ability, knowledge and belief, and consulting such authorities as are reasonably available to them at the time. A translation shall be fit for its stated purpose and target readership, and the level of quality specified by the Company. In the case of Services not being to the quality expected I.E. Deliverable, the Company reserves the right to refuse payment.
8.5 Nothing in these conditions excludes or limits the liability of the Company:
– for death or personal injury caused by the Company’s negligence; or
– under section 2(3), Consumer Protection Act 1987; or
– for any matter which it would be illegal for the Company to exclude or
attempt to exclude its liability; or
– for fraud or fraudulent misrepresentation.
9.1 The nature of the work performed and any information transmitted to the Contractor by the Company shall be confidential. The Contractor shall not, without the prior consent, divulge or otherwise disclose such information to any person other than authorised employees or authorised subcontractors of The Company whose job performance requires such disclosure.
9.2 Any Contractor will not, under any circumstances, supply personal details to an end Client.
9.3 Contractors are specifically excluded from divulging names of end Clients or any material information relating to the contract for Services. For example, including end Clients on their CV or referring to projects undertaken for the Company without express, written authorisation by the Company.
9.4 The Contractor shall not at any time whether before or after the provision of Services disclose any information which is not in the public domain and which comes to their knowledge through the provision of Services to any unrelated third party (except as required by law).
9.5 Contractors are excluded from raising specific terminology queries on public forums such as Proz which could identify the end Client or the Company in any way. For example, terminology specific to the individual end Client.
10. INTELLECTUAL PROPERTY:
10.1 All translated material and copyright, know-how and trade secrets therein shall remain the property (but not the risk) of the Company.
10.2 In the absence of a specific written agreement to the contrary, copyright in the translation remains the property of the Company, this includes any glossaries, translation memory and term bases used in preparation of the translation, unless these are specifically provided by the Client in which case they remain the property of the Client. Copyright in any completed or residual part of a translation shall remain the property of the Company, and the conditions applicable to assignment of copyright and the grant of a licence to publish shall be as specified above in relation to a completed translation.
11. THIRD PARTIES:
11.1 A person or entity that is not an express party to these terms and conditions (and therefore this agreement) has no right under the Contracts (Rights of Third Parties) Act 1999 to rely upon or enforce any of these terms and conditions and the Company shall have no liability whatsoever to any such third party.
12. ENTIRE AGREEMENT:
12.1 These terms and conditions represent the entire understanding and constitute the entire agreement between the Company and the Contractor and supersede any previous agreement between the Company and the Contractor as to the same subject matter. Without prejudice to the generality of clause 2.1 herein, these terms and conditions may only be varied in writing, executed by duly authorised officers or The Company and the Contractor.
12.2 Each of the Company and the Contractor acknowledges and agrees that in entering into these terms and conditions it has not relied on any representation or warranty or undertaking other than those expressly set out herein and, except in relation to any liability for fraudulent misrepresentation, neither party shall be under any liability or shall have any remedy (including the avoidance of these terms and conditions) to the other in respect of any representation or statement which is not expressly prescribed by these terms and conditions.
13. GOVERNING LAW & JURISDICTION:
13.1 These terms and conditions are governed by and shall be construed in accordance with the law of England and Wales and are subject to the exclusive jurisdiction of the Courts of England and Wales.
14.1 Any notice which must be given under these conditions may be either delivered personally, electronically or posted.
14.2 Notice given by post must be pre-paid and correctly addressed and in the case of a registered company shall be to its registered office and in any other case to the address set out in the correspondence between the Contractor and the Company unless otherwise agreed in writing between the parties.
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