1. Dove ("Dove Insurance Translations Ltd ") shall mean the party commissioning a translation in the normal course of business. Translator shall mean the party providing a translation in the normal course of business. The Translator shall normally be the creator of a translation unless Dove has been explicitly informed from the outset that the act of translation (the translation task) will be subcontracted, or the Translator customarily trades as an intermediary. Translation task shall mean the preparation of a translation or any other translation-related task such as revising, editing, proofreading etc., which calls upon the translation skills of a translator, but not copywriting or adaptation. The parties may be natural or legal persons, including, as an example only, private individuals, associations, partnerships, economic interest groupings or corporate entities. 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 translator accepts an order from Dove on the understanding that performance of the translation task will not infringe any third party rights. Dove undertakes to hold the translator harmless from any claim for infringement of copyright and/or other intellectual property rights in all cases. Dove likewise undertakes to hold the translator 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: (BINDING) QUOTATIONS AND (NON-BINDING) ESTIMATES 3. In the absence of any specific agreement, the fee to be charged shall be determined by the translator on the basis of Dove's description of the source material, the purpose of the translation and any instructions given by Dove. No fixed quotation shall be given by the translator until he/she has seen or heard all the source material and has received firm instructions from Dove. Where VAT is chargeable, it will be charged in addition to the quoted fee if the translator is VAT registered. Any fee quoted, estimated or agreed by the translator on the basis of Dove's description of the 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. 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 translator 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. Costs of delivery of the translation shall normally be borne by the translator. Where delivery requested by Dove involves expenditure greater than the cost normally incurred for delivery, the additional cost shall be chargeable to Dove. If the additional cost is incurred as a result of action or inaction by the translator, it shall not be borne by Dove, unless otherwise agreed. 6. Other supplementary charges, for example those arising from:
The nature of such charges shall be agreed in advance. |
7. If any changes are made in the text or Dove's requirements at any time while the 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. DELIVERY 8. Any delivery date or dates agreed between the translator and Dove shall become binding only after the translator has seen or heard all of the source material to be translated and has received complete instructions from Dove. The date of delivery shall not be of the essence unless specifically agreed in writing. Unless otherwise agreed, the translator shall dispatch the translation in such a way that Dove can reasonably expect to receive it not later than the normal close of business at Dove's premises on the date of delivery. PAYMENT 9. Payment in full to the translator shall be effected between 30 and 45 days from the date of invoice by the method of payment specified. For long assignments or texts, the translator may request an initial payment and periodic partial payments on terms to be agreed. 10. 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 end of the period on which they are due until they are paid in full. Where delivery is in instalments and notice has been given that an interim payment is overdue, the translator 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 Dove or any third party. COPYRIGHT IN TRANSLATIONS 11. Copyright in the translation shall be assigned to Dove by the translator as soon as possible after completion of the translation but no later than the moment at which the translated file, whether in 'hard' or 'soft' copy should be received at Dove's offices. 12. The Translator agrees to waive his/her rights of integrity at the same time as copyright in the translation has been assigned to Dove. 13. Notwithstanding the aforementioned, should payment to the Translator in respect of the Translation Task remain outstanding after a period of 45 days following receipt by Dove of the translated file, copyright in the translation shall become the property of the Translator until such time as the outstanding balance has been paid in full. CONFIDENTIALITY 14. (a) In the course of an engagement by Dove, the Translator may become aware of, and it will or may be necessary to disclose to him/her, confidential details and matters concerning the operation, business, finances, transactions, structure, administration, organisation, accounts and personnel of Dove and/or clients of Dove. The Translator shall not, except as authorised or required by his/her duties to Dove, reveal to any person, body, firm or company any confidential matters which may come to his/her knowledge during his/her engagement. (b) The Translator shall keep completely secret all confidential matters entrusted or known to him/her and shall not attempt to use any such information or knowledge in any matter which may injure or cause loss either directly or indirectly to Dove or its clients or their respective businesses or may be reasonably likely to do so. (c) The restrictions contained in paragraphs (a) and (b) shall continue to apply until after such time as the Translator is no longer considered, for whatever reason, a current supplier to Dove, but shall cease to apply to information or knowledge which may come into the public domain. The Translator shall observe the provisions of the Data Protection Act 1998 (including any statutory re-enactment or modification). If he/she becomes a data user as defined by this Act he/she shall not obtain personal data unfairly or unlawfully, hold personal data for unregistered purposes or use or disclose personal data in a manner incompatible with his/her registered purposes. CANCELLATION AND FRUSTRATION 15. If a translation task is commissioned and subsequently cancelled, reduced in scope, or frustrated by an act or omission on the part of Dove or any third party, Dove hereby agrees, except in the circumstances described in clause 21, to pay the translator for that proportion of the Translation Task completed immediately prior to cancellation or frustration, provided that the completed work is made available to Dove. 16. If Dove 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 translator shall have the right to terminate a contract. |
17. Neither the translator nor Dove shall be liable to the other or any third party for consequences that are the result of circumstances wholly beyond the control of either party. The translator shall notify Dove as soon as is reasonably practical of any circumstances likely to prejudice the translator's ability to comply with the terms of Dove's order, and assist Dove as far as reasonably practical to identify an alternative solution. COMPLAINTS AND DISPUTES 18. Failure by the translator to meet agreed order requirements or to provide a translation that is fit for its stated purpose shall entitle Dove 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. This entitlement shall not apply unless the translator has been notified in writing of all alleged defects. 19. Any complaint in connection with a translation task shall be notified to the translator by Dove (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 to a Court of Arbitration consisting of two arbitrators, to be agreed upon by the parties, and an umpire to be appointed jointly by the arbitrators. Such referral shall be made no later than two months from the date on which the original complaint was made. 20. 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 21. The translation task shall be carried out by the translator using reasonable skill and care. Time and expense permitting, the translator shall use his or her best 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. A translation shall be fit for its stated purpose and target readership, and the level of quality specified. Unless specified otherwise, translations shall be deemed to be required to be of "for information" quality. The liability of the translator 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: a) the potential for such liability is expressly notified to the translator in writing, and b) such liability is restricted to an agreed limit of cover under the professional indemnity insurance available to translators. UNFAIR COMPETITION 22. 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 1 year 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 Dove's written consent. However, this shall not apply where:
APPLICABILITY AND INTEGRITY 27. These Model Terms shall be subject to any detailed requirements or variants expressly specified in the Purchase 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. |
