Definitions
1.The Language Ladies, refers to the agency that acts as an intermediary between its client(s) and one or more freelance translators to provide translations in the normal course of business.
Client shall mean the party commissioning a translation in the normal course of business.
The party may be a natural or legal person, including, as an example only, a private individual, association, partnership, economic interest grouping or corporate entity.
Translation task shall mean 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.
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. The Language Ladies will accept an order from the Client on the understanding that performance of the translation task will not infringe any third party rights.
The Client undertakes to keep The Language Ladies harmless from any claim for infringement of copyright and/or other intellectual property rights in all cases.
The Client likewise undertakes to keep The Language Ladies harmless from any legal action including defamation which may arise as a result of the content of the original source material or its translation.
Fees, Quotations and Estimates
3. In the absence of any specific agreement, the fee to be charged shall be determined by The Language Ladies on the basis of the Client’s description of the source material, the purpose or the translation and any instructions given by the Client.
No fixed quotation shall be given by The Language Ladies until all of the source material has been seen or heard and firm instructions have been received from the Client.
Any fee quoted, estimated or agreed by The Language Ladies on the basis of the Client’s description of the task may be subject to amendment by agreement between the parties if, in the opinion of The Language Ladies, 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 The Language Ladies 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. Cost of delivery of the translation shall normally be borne by The Language Ladies.
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. If the additional cost is incurred as a result of action or inaction by The Language Ladies, it shall not be borne by the Client, unless otherwise agreed.
6. Other supplementary charges may also be made, 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.
The nature of such charges shall be agreed in advance.
7. If any changes are made in the text or the Client’s requirements at any time while the task is in progress, the fee charged by The Language Ladies, any applicable supplementary charges and the terms of delivery shall be adjusted in respect of the additional work.
Interpreting Cancellation fees
8. Bookings that are cancelled less than 5 working days before the agreed appointment time will incur a cancellation fee of £50.00 plus any transport costs already incurred.
Where a cancellation is notified less than 24 hours before the agreed appointment time, the full contracted interpreting fee will be charged, together with any transport costs already incurred.
Delivery
9. Any delivery date or dates agreed between The Language Ladies and the Client shall become binding only after The Language Ladies 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.
Payment
10. Payment in full to The Language Ladies shall be effected not later than 30 days from the date of invoice by cheque or direct payment into the designated bank account.
For long assignments or texts, The Language Ladies may request an initial payment and periodic partial payments on terms to be agreed.
11. 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.
Interest shall automatically be applied at the rate of 8% 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.
Where delivery is in instalments and notice has been given that an interim payment is overdue, The Language Ladies shall have the right to stop work on the task 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.
Copyright in Translations
12. In the absence of a specific written agreement to the contrary, copyright in the translation remains the property of The Language Ladies.
The Language Ladies 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.
Where copyright is assigned or licensed (formally in writing as required by § 90 of the Copyright, Designs and Patents Act 1988, 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.
Copyright in any completed or residual part of a translation shall remain the property of The Language Ladies, 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.
13. Where The Language Ladies retains the copyright, unless otherwise agreed in writing, any published text of the translation shall carry the following statement: “© (English or other) text The Language Ladies (Year, date)” as appropriate to the particular case.
14. Where The Language Ladies assigns the copyright and the translation is subsequently printed for distribution, the Client shall acknowledge the work undertaken by The Language Ladies 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 The Language Ladies”, as appropriate to the particular case.
15. Where a translation is to be incorporated into a translation memory system or any other corpus, The Language Ladies shall license use of the translation for this purpose for an agreed fee.
Such incorporation and use shall only take place after the licence for the purpose has been granted by The Language Ladies in writing and the agreed fee has been paid in full.
It shall be the duty of the Client to notify The Language Ladies that such use will be made of the translation.
16. All translations are subject to The Language Ladies right of integrity.
If a translation is in any way amended or altered without the written permission of The Language Ladies, the latter shall not be in any way liable for amendments made or their consequences.
If The Language Ladies 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 Language Ladies written permission.
The right of integrity may be specifically waived in advance in writing by The Language Ladies
Confidentiality and Safe-keeping of the Client’s Documents
17. No documents for translation shall be deemed to be confidential unless this is expressly stated by the Client.
However, The Language Ladies shall at all times exercise due discretion in respect of disclosure to a 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.
18. The Language Ladies shall be responsible for the safe-keeping of the Client’s documents and copies of the translations, and shall ensure their secure disposal.
19. If requested to do so by the Client, The Language Ladies shall insure the documents in transit from The Language Ladies, at the Client’s expense.
Cancellation and Frustration
20. 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 21, pay The Language Ladies the full contract sum unless otherwise agreed in advance.
The work completed shall be made available to the Client.
21. 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, The Language Ladies shall have the right to terminate a contract.
22. Neither The Language Ladies 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.
The Language Ladies shall notify the Client as soon as is reasonably practical of any circumstances likely to prejudice The Language Ladies 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.
Complaints and Disputes
23. Failure by The Language Ladies to meet agreed order requirements or to provide a translation which is fit for its stated purpose shall entitle the Client to:
• reduce, with the consent of The Language Ladies, the fee payable for work done by a sum equal to the reasonable cost necessary to remedy the deficiencies and/or
• cancel any further instalments of work being undertaken by The Language Ladies.
Such entitlement shall only apply after The Language Ladies has been given one opportunity to bring the work up to the required standard.
This entitlement shall not apply unless The Language Ladies has been notified in writing of all alleged defects.
24. Any complaint in connection with a translation task shall be notified to The Language Ladies by the Client (or vice-versa) within one month of the date of delivery of the translation.
If the parties are unable to agree, the matter may be referred by the more diligent party for arbitration by a recognised professional body such as the Arbitration Committee of the Institute of Translation and Interpreting.
Such referral shall be made no later than two months from the date on which the original complaint was made.
25. 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
26. Time and expense permitting, The Language Ladies shall use its best endeavours to have the work completed to the best of its ability, knowledge and belief, using suitably experienced and/or qualified translators, working into their mother-tongue. In turn, many of these shall operate in accordance with the provisions and spirit of the codes of professional conduct issued by such bodies as the Institute of Translation and Interpreting and the Institute of Linguists.
A translation shall be fit for its stated purpose and target readership, and the level of quality specified.
Unless otherwise specified, translations shall be deemed to be required to be of “for information” quality.
The liability of The Language Ladies on any grounds whatsoever shall be limited to the invoiced value of the work, except where in connection with any consequences which are reasonably foreseeable:
• the potential for such liability is expressly notified to The Language Ladies in writing, and
• such liability is restricted to the limit of cover held by The Language Ladies under its professional indemnity insurance.
Applicability and Integrity
27. These terms shall be subject to any detailed requirements or variants expressly specified in the order relating to a particular translation task.
No waiver of any breach of any condition in this document shall be considered as a waiver of any subsequent breach of the same or any other provision.