Terms and Conditions of Business
Terms and Conditions of Business between:
Arnaud Bernard, freelance French translator with registered office at Great Tows Farmhouse, Great Tows, Market Rasen LN8 6AT, UK, hereinafter referred to as the “Translator”,
Any party purchasing a range of Services and Deliverables as described in these Terms and Conditions of Business, hereinafter referred to as the “Client”.
By accepting these Terms and Conditions of Business, hereinafter referred to as the “Agreement”, the parties agree that:
(1) Such Services and Deliverables shall be supplied in accordance with the terms of this Agreement.
(2) This Agreement supersedes any previous agreements, warranties, representations, undertakings or understandings between the parties and may not be varied.
1.1 ‘Client’ means the person, firm, organisation, statutory or corporate body, together with any subsidiary or associated undertaking, for whom the Translator has agreed to provide the Services pursuant to these Terms and Conditions of Business.
1.2 ‘Services’ means translation, editing, proofreading, transcreation, copy and content production, terminology management, language tuition, and/or other associated services required by the Client and specified on the Quotation or Estimate supplied by the Translator and approved by the Client.
1.3 ‘Source Material’ means any documents, materials, text, images, graphics, photographs, designs, data, or other information provided by the Client to the Translator relating to the Services.
1.4 ‘Deliverable’ means the final document(s) and/or asset(s) provided by the Translator to the Client pursuant to and resultant from the Services.
1.5 ‘Quotation’ means the sheet in which details of the required Service and its fixed costs are specified.
1.6 ‘Cost Estimate’ means the sheet in which details of the required Service and its estimated costs are specified.
1.7 ‘Translator’ means the Party providing the required Services in the normal course of business.
In this Agreement, unless the context otherwise requires:
2.1 Words in the singular shall include the plural and vice versa.
2.2 No part of any numbered clause shall be read separately from any other part.
2.3 Clause headings are provided for convenience of reading only and shall be ignored for the purposes of ascertaining meaning.
2.4 A reference to a statute or statutory provision is a reference to it as amended, extended or re- enacted from time to time.
2.5 References to a “Party” or the “Parties” means the parties to this Agreement.
2.6 “Third Party” means any party who is not a party to this Agreement.
3. SUPPLY OF SERVICES
3.1 If the Services are booked via telephone or email, the Client shall in writing to the Translator acknowledge the Client’s acceptance of the Services and charges outlined in the Quotation or Cost Estimate before the Translator undertakes any work on their behalf and, where appropriate, a PO for the total amount outlined in the Quotation or Cost Estimate should be issued by the Client to the Translator before work commences. Any changes or additions to the Services or these Terms and Conditions of Business must be agreed in writing by the Translator.
3.2 The Client at its own expense shall supply the Translator with all necessary Source Material within sufficient time to enable the Translator to provide the Services. The Client shall be responsible for and therefore ensure the accuracy of all Source Material.
3.3 For large, time-critical projects, the Translator reserves the right and therefore shall be entitled to sub-contract or otherwise outsource all or any part of the Services to any Third Party it selects and shall be under no obligation to notify the Client of either the selection of such Third Party or any subsequent change to the identity of the selected Third Party.
4. INTENDED USAGE
The Client shall clearly indicate the intended use of the Deliverable or other consequence of the Services. The Translator will endeavour to ensure the Deliverable or other consequence of the Services shall be of sufficient standard for such use by the Client.
5. CHARGES AND PAYMENT TERMS
5.1 The Translator reserves the right to adjust pricing.
5.2 All accounts are net of VAT and due as specified in the Quotation or Cost Estimate. All accounts are due upon delivery of the Deliverable. The Client shall pay such charges via bank transfer with any charges for such assumed by the Client within thirty (30) days of the date of invoice issued by the Translator for the Services.
5.3 If the Quotation or Cost estimate totals more than five thousand pounds Sterling (GBP5,000) the Translator may request up-front payment of a fifty per cent (50%) portion of the Quotation or Cost Estimate before work is commenced.
5.4 If the provision of the Services is estimated by the Translator to take longer than one (1) month to complete, the Translator shall be entitled to invoice the Client at monthly intervals for the prorated part of the total charge payable for the completed Service.
5.5 Reasonable additional charges shall be levied by the Translator for the performance of changes or other amendments required by the Client after the completion of the Services.
5.6 Payment of invoices outside these terms shall bear interest at the rate of eight per cent (8%) above the base rate of the Bank of England from time to time calculated on a daily basis from the date when such payment fell due until the date of payment.
6.1 Any date intimated by the Translator for delivery of the Deliverable is given as an estimate only. The Translator will make reasonable endeavours to meet such an estimated date but shall not be liable for any damage or loss whether arising directly or indirectly out of his failure to meet such a date.
6.2 In the event of Force Majeure (Strike, Lockout, Industrial Dispute, Civil Commotion, Natural Disaster, Acts of War and any other situation which can be shown to have materially affected the Translator’s ability without fault to meet the terms of a contract with the Client as agreed), the Translator shall notify the Client without delay, indicating the circumstances. Force Majeure shall entitle both the Translator and the Client to terminate the Services, but in such event, the Client shall pay the Translator for any and all work already completed. The Translator will in such an occasion use reasonable endeavours to assist the Client to place its commission elsewhere.
6.3 Delivery of the Deliverable to the Client is deemed to have taken place upon transmission by fax, email, or Internet or posting or delivery to a carrier, and the risk shall pass to the Client. However, the Translator will retain a copy of the Deliverable and upon request by the Client will forward further copies free of charge.
6.4 Following delivery of the Deliverable, the Translator will commit to make reasonable amendments to the Deliverable based on precise and consolidated feedback submitted in writing by the Client to the Translator within ten (10) working days of delivery of the Deliverable to the Client.
6.5 The Translator will only accept responsibility for any errors or omissions if a full report stating each and every one of the errors or omissions alleged is submitted in writing. As a result of any error or omission in work undertaken by the Translator, the Translator will, as his option, either re-produce the work or compensate the Client up to the amount of the fee charged to the Client in respect of the Services, provided that such fee has been paid to the Translator and provided the work has been used by the Client for the purpose indicated to the Translator by the Client. If the Client has not given written notice to the Translator that the Deliverable is not satisfactory within ten (10) working days of its delivery to the Client, the Client shall be deemed to have accepted and approved the Services and the Deliverable, and the Translator shall have no liability for any defect in the quality of the Deliverable or their failure to correspond with the Quotation or Cost Estimate, and the Client shall be bound to pay the Translator as if the Deliverable had been satisfactorily supplied.
Although an urgency surcharge may be levied for urgent Services requested by the Client, because such urgency may preclude the necessary time to check and edit the Deliverable, which may result in some inconsistencies and inaccuracies, the Translator shall not be liable for any direct or indirect loss flowing from the accuracy and/or consistency of the Deliverable or other such consequential urgency issues.
8.1 Upon the Client booking the Services in accordance with clause 3.1 herein, the Client shall not under any circumstance other than as set out in these Terms and Conditions of Business be entitled to cancel the Services.
8.2 The Translator shall be relieved of all liability for obligations incurred to the Client whenever and to the extent of which the fulfilment of such obligation is prevented by any cause beyond his control.
8.3 The Translator 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 Translator against all claims and demands upon the Translator for any such consequential loss or damage.
The nature of the work performed and any information transmitted to the Translator by the Client shall be confidential. The Translator shall not without the prior consent of the Client divulge or otherwise disclose such information to any person other than authorised subcontractors of the Translator whose job performance requires such disclosure. The provisions of this paragraph shall not apply to the extent that the Translator is required by law to divulge such information or to the extent that such information is or becomes a matter of public knowledge other than by disclosure by the Translator.
10.1 In the absence of a specific written agreement to the contrary, copyright in the Deliverable shall remain the property of the Translator and the Client, upon payment of all outstanding charges to the Translator for the Services, is granted a licence to exploit the Deliverable for its agreed purpose.
10.2 Where the Translator retains the copyright, unless otherwise agreed in writing, any published text of the Deliverable shall carry the following statement: “© French text Arnaud Bernard (Year date)” as appropriate to the particular case.
10.3 Where the Translator assigns the copyright to the Deliverable and the Deliverable is subsequently printed for distribution, the Client shall acknowledge the Translator’s work 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: “French (Deliverable) by Arnaud Bernard”, as appropriate to the particular case.
10.4 Where a Deliverable is to be incorporated into a corpus the Translator shall license use of the Deliverable for this purpose for an agreed fee.
10.5 Such incorporation and use shall only take place after the licence for the purpose has been granted by the Translator in writing and the agreed fee has been paid in full.
10.6 It shall be the duty of the Client to notify the Translator that such use will be made of the Deliverable.
10.7 All Deliverables are subject to the Translator’s right of integrity.
10.8 If a Deliverable is in any way amended or altered without the written permission of the Translator, he shall not be in any way liable for amendments made or their consequences.
10.9 If the Translator retains the copyright in a Deliverable, or if a Deliverable is to be used for legal purposes, no amendment or alteration may be made to a Deliverable without the Translator’s written permission. The right of integrity may be specifically waived in advance by the Translator in writing.
The Translator shall maintain professional indemnity insurance policies to the value sufficient to meet its liabilities under this Agreement. Upon the Client’s reasonable request the Translator will provide the Client with evidence that such insurance is in place.
12. ENTIRE AGREEMENT
12.1 These Terms and Conditions of Business represent the entire understanding and constitute the entire Agreement between the Translator and the Client and supersede any previous Agreement between the Translator and the Client as to the same subject matter. Without prejudice to the generality of clause 3.1 herein, these Terms and Conditions of Business may only be varied in writing, executed by duly authorised officers of the Translator and the Client.
12.2 Each Party acknowledges and agrees that in entering into these Terms and Conditions of Business 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 of Business) to the other in respect of any representation or statement which is not expressly prescribed by these Terms and Conditions of Business.
13. GOVERNING LAW AND JURISDICTION
These Terms and Conditions of Business 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.