Terms of business – Translation services

In submitting a Work Order for translation services, any individual or corporate body (hereinafter referred to as “the Client”) enters into a binding agreement with Syntacta Ltd (hereinafter referred to as “the Translation Service”), said agreement being covered by the following terms and conditions:

1. Intended usage
   1. When commissioning a translation, the client shall indicate clearly in writing the intended use of the translation, that is whether it is for information purposes only, for printing or publication, for advertising purposes, for contracts, insurance, patent proceedings or any other legal purposes, or whether it is for another purpose where the particular rendering of the text is liable to be of consequence. It will not be assumed by the Translation Service that a translation is to be used for the same purpose for which the source text submitted for translation was originally written.
   2. Where the purpose of a translation is not disclosed to the Translation Service, the Translation Service shall execute the translation to the best of its judgement in accordance with one of the purposes specified under 1.1 as if its purpose had been disclosed. The Translation Service shall indicate the purpose for which the translation was supplied.
   3. The cost of the translation shall be determined in accordance with the appropriate scale of charges of the Translation Service applicable to the particular type of translation required.
   4. Should the Client later wish to use the translation for any purpose other than that for which it was originally supplied, the Client shall obtain confirmation from the Translation Service that the translation is suitable for the intended new purpose. The Translation Service reserves the right to amend and adapt the previously supplied translation to the new purpose, if necessary, and to charge the Client for such work.
   5. In the event of the use of the translation by the Client for a purpose other than that for which it was supplied, the Client shall not be entitled to any compensation by the Translation Service, and the Client shall indemnify the Translation Service against any loss arising as a result to the Translation Service, in goodwill or otherwise.
2. Quotations
   1. Verbal estimates and those rates laid down in the Translation Service’s price guide are given for guidance only. They are not binding on the Translation Service and are subject to written confirmation on receipt of the text for translation.
   2. Where VAT is chargeable, it shall be additional to the fee. Return postal charges will normally be borne by the Translation Service except where the cost involved is high relative to the value of the translation (for example, because of bulky reference material), in which case a proportion of the amount may be chargeable to the Client. Other special expenses incurred in connection with the translation may also be charged in addition to the fee. Where delivery requested by the Client involves expenditure greater than the cost of first class post, the additional cost shall be chargeable to the Client unless the reason for the additional cost is attributable to the Translation Service.
3. Completion of work
   1. A date agreed by the Translation Service for delivery is given and intended as an estimate only. The Translation Service will make every endeavour to meet such an estimated date but shall not be liable to make good any damage or loss, whether arising directly or indirectly out of its failure to meet
      such an estimated date.
   2. Late delivery shall not entitle the Client to withhold payment for work done, unless the delivery date was disclosed by the Client as being a material part of a Commission in advance of the Commission being accepted by the Translation Service.
   3. The date agreed between the Translation Service and the Client for delivery of the work is agreed on the basis that the Client provides the original text to the Translation Service on or before the agreed date for receipt of the original text. If the original text is not received on or before the agreed date, the Translation Service reserves the right to alter the date of delivery of the translation accordingly.
   4. The Translation Service reserves the right to sub-contract all or part of the documents to a contractor of its choice.
   5. Delivery of a translation is deemed to have taken place on faxing, emailing, posting or delivery to a carrier, as the case may be, and the risk shall pass to the Client.
   6. In cases where the Client provides the Translation Service with a very short timescale to complete a Translation, the Translation Service will not have the time to undertake the normal checking and editing procedures. The Translation Service cannot be responsible for any loss caused by errors which would have been picked up during the normal checking procedures and the Translation Service will advise the Client of this in the Work Order at the time the Translation is commissioned.
4. Force Majeure
   1. In the event of Force Majeure, the Translation Service shall notify the Client without delay, indicating the circumstances. Force Majeure shall entitle both the Translation Service and the Client to cancel the order, but in any event, the Client undertakes to pay the Translation Service for work already completed. The Translation Service will assist the Client to the best of its ability to place the order elsewhere.
   2. Force Majeure shall be Strike, Lockout, Industrial Dispute, Civil Commotion, Natural Disaster, Acts of War, computer or equipment failure or any other situation which can be shown to have materially affected the Translation Service’s ability to deal with the order from the Client.
5. Cancellation
   1. If the work is commissioned and subsequently cancelled, the Client shall pay the Translation Service either a sum equal to the proportion of the complete fee which the work completed bears to the original text and a further sum charged on a time basis for preliminary research and enquiries or shall pay the Translation Service some other compensatory sum to be agreed between the parties. The work completed shall be made available to the Client.
6. Liability
   1. The Translation Service shall be relieved of all liability in respect of obligations incurred to the Client that it cannot fulfil for reasons beyond its control.
   2. The Translation Service shall not be liable to the Client or any third party in any circumstances whatsoever for any consequential loss or damage of any kind (including loss of profit) and the Client shall indemnify the Translation Service against all claims and demands upon the Translation Service for any such consequential loss or damage.
7. Complaints and disputes
   1. Any complaint in connection with the work carried out shall be made by the Client to the Translation Service (or vice versa, as the case may be) within one month of the date of delivery of the translation. The Translation Service shall be given the opportunity to make good any defects in work provided by the Translation Service. If the parties are unable to agree, the matter may be referred by either party to the Arbitration Committee of the Institute of Translation and Interpreting (London, UK) for arbitration within a time limit of two months from the date on which the original complaint was made. By the application and acceptance of these Terms of Business, it is implicitly agreed a priori that the decision of the Arbitration Committee shall be final and binding on both parties.
   2. Unless specifically agreed otherwise in writing, any disputes not dealt with as in 7.1 shall be settled according to English law in the English courts.
8. Payment
   1. Payment in full to the Translation Service shall be effected within 30 days of the date of the invoice. For long assignments or texts, the Translation Service may request periodic partial payments on terms to be agreed.
   2. The Translation Service will exercise its statutory right to claim interest (at 8% over the Bank of England base rate) and compensation for debt recovery costs under the Late Payment legislation if it is not paid according to its agreed credit terms.
9. Copyright
   1. Copyright in all work provided by the Translation Service remains with the Translation Service unless specifically agreed otherwise in writing. The Translation Service and its translators assert all moral rights relating to copyright.
   2. Where the translation is known by the Translation Service to be intended for publication, it is agreed that the Translation Service grants to the Client a licence to publish the translation on a single occasion, in consideration of the agreed fee and when this has been paid.
   3. Where it has been agreed that copyright is to be assigned to the Client, this will take effect only on payment of the agreed fee in full.
10. Confidentiality
    1. The Translation Service and its translators shall at no time disclose to any third party any information contained in the Client’s original documents or translations thereof, without the express authorisation of the Client.
    2. The Translation Service and its translators are responsible for the safekeeping of the Client’s documents or translations thereof, including copies, while these are in the Translation Service and its translators’ keeping, and shall ensure their secure disposal.
11. Use of translators
    1. No Client shall use the services of a Translation Service translator other than by submitting the work to the Translation Service, within twelve months of using the translator’s services through the Translation Service.