1. Translator shall mean the party providing a translation in the normal course of business.
The translator shall normally be the creator of a translation.
Client shall mean the party commissioning a translation in the normal course of business.
The parties may be natural or legal persons, including, as an example only, private individuals, associations, partnerships, economic interest groupings or corporate entities.
A translator may act as an intermediary.
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 the Client on the understanding that performance of the translation task will not infringe any third party rights.
The Client undertakes to keep the translator harmless from any claim for infringement of copyright and/or other intellectual property rights in all cases.
The Client likewise undertakes to keep 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.
3. In the absence of any specific agreement, the fee to be charged shall be determined by the translator on the basis of the Client’s description of the source material, the purpose of the translation and any instructions given by the Client.
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 the Client.
Any fee quoted, estimated or agreed by the translator on the basis of the Client’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.
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 the Client involves expenditure greater than the cost normally incurred for delivery, the additional cost shall be chargeable to the Client, except when said additional cost is incurred as a result of action or inaction by the translator.
6. Other supplementary charges, 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
• comprehensive 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, may also be charged.
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 translator’s fee, any applicable supplementary charges and the terms of delivery shall be adjusted in respect of the additional work.
8. Any delivery date or dates agreed between the translator and the Client 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 the Client.
9. The Client shall effect the payment in full of the corresponding invoice within 30 days from the date of invoice, unless otherwise agreed by both parties.
For long assignments or texts, the translator is entitled to request an initial payment or partial payments.
10. Settlement of any 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.
If 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.
Copyright in Translations
11. In the absence of a written agreement to the contrary, copyright in the translation remains the property of the translator.
Where copyright is assigned or licensed to the Client or a third party formally in writing, this shall be effective only on payment of the agreed fee in full.
12. Where the translator retains the copyright, unless otherwise agreed in writing, any published text of the translation shall carry the following statement: “© Text translated by (Aída Ramos/Thinking Side) (Year)” as appropriate.
13. All translations are subject to the translator’s right of integrity.
If a translation is in any way amended or altered without the written permission of the translator, he/she shall not be in any way liable for amendments made or their consequences.
14. No documents for translation shall be deemed to be confidential unless this is expressly stated by the Client.
However the translator shall at all times exercise due discretion in respect of disclosure to any 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.
15. The translator shall be responsible for the safe-keeping of the Client’s documents and copies of the translations.
16. If a confirmed translation task is cancelled, reduced in scope or frustrated by an act or omission on the part of the Client or any third party, the Client shall pay the translator the full contract sum unless otherwise agreed.
The work completed shall be made available to the Client.
17. If a Client becomes insolvent, bankrupt or enters into any arrangement with creditors the translator shall have the right to terminate a contract.
18. Neither the translator 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 translator shall notify the Client as soon as is reasonably practical of any circumstances likely to prejudice the translator’s 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
19. Failure by the translator to meet agreed order requirements or to provide a translation which is fit for its stated purpose shall entitle the Client 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 the opportunity to amend potential mistakes.
This entitlement shall not apply unless the translator has been notified in writing of all alleged defects.
20. Any complaint in connection with a translation task shall be notified to the translator by the Client (or vice-versa) within ten days of the date of delivery of the translation.
Responsibility and Liability
21. The translation task shall be carried out by the translator using reasonable skill and care and in accordance with the and spirit of the Code of Professional Conduct of ASETRAD (only available in Spanish).
The liability of the translator on any grounds whatsoever shall be limited to the invoiced value of the work.
22. Where the translator’s Client is an intermediary and introduces the translator to a third-party work-provider, the translator shall not, for a period of 6 months from return of the last translation task, approach the said third party for the purpose of soliciting work without the Client’s written consent.
However, this shall not apply where:
• the third-party work-provider has had previous dealings with the translator, or
• the translator acts on the basis of information in the public domain, or
• the approach from the third party is independent of the relationship with the intermediary, or
• the approach to the third party arises as the result of broad-band advertising, or
• the third party is seeking suppliers on the open market, or
• the intermediary only makes isolated use of the translator’s services.