Terms and Conditions of Business
In this document, no part of any numbered clause is to be read separately from any other part. Section headings are provided for convenience of reading only and are to be ignored for the purposes of ascertaining meaning.
Agreement means these Terms and Conditions of Business.
Assignment means the period during which a Translator performs services or carries out work for or on behalf of the Client or as otherwise agreed between the Client and the Translator, commencing at the time the Translator first starts such work and services and ending upon the cessation by the Translator of all such work and services.
Client means 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. A relationship involving an intermediary of any nature acting in the normal course of business will comprise two (or more) direct and discrete translator/Client contracts.
Source materials are any text or medium containing a communication which has to be translated, and may comprise text or images.
Translation task means the preparation of a translation or any other translation-related task such as localization, revising, editing, proofreading etc., which calls upon the translation skills of a translator.
Translator means the party providing a translation service in the normal course of business. Either a direct employee or approved freelancer employed by Media Translation LTD will be the creator of a translation. Translators are bound by Media Translation LTD’s Terms and Conditions of Supply.
- Copyright in Source Material, Translation Rights
Media Translation LTD 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 Media Translation LTD harmless from any claim for infringement of copyright and/or other intellectual property rights in all cases. The Client likewise undertakes to keep Media Translation LTD harmless from any legal action including defamation which may arise as a result of the content of the original source material or its translation.
- Media Translation LTD’s services are provided based on the international standards ISO17100:2015 and ISO18587:2017 where applicable. In the absence of any specific agreement, the fee to be charged will be determined by Media Translation LTD 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 firm quotation will be given by Media Translation LTD until it has seen all the source material and has received firm instructions from the Client. Where VAT is chargeable it will be charged at the prevailing rate (currently 20%) in addition to the quoted fee.
Any fee quoted, estimated or agreed by Media Translation LTD on the basis of the Client’s description of the task may be subject to amendment by agreement between the parties if, in Media Translation LTD’s opinion on having seen 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 will be renegotiated, always provided that the circumstances are made known to the other party as soon as reasonably practical after they become apparent. A budgetary quotation will not be considered contractually binding, but given for guidance or information only.
- Subject to the second paragraph of clause 3 (i) above, a firm quotation once given after Media Translation LTD has seen all the source material will remain valid for a period of 30 days from the date on which it was given, after which time it may be subject to revision.
iii. Costs of delivery of the translation are normally borne by Media Translation LTD. Where delivery requested by the Client involves expenditure greater than the cost normally incurred for delivery (such as by email and associated transmission costs), the additional cost will be chargeable to the Client. If the additional cost is incurred as a result of action or inaction by Media Translation LTD, it will not be borne by the Client, unless otherwise agreed.
- 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, and/or
- terminological research, and/or certification, and/or
- priority work or work outside normal office hours (Monday to Friday 9am to 5.30pm GMT, excluding UK public holidays and a period of closure over Christmas) to meet the Client’s deadline or other requirements, may also be charged. The nature of such charges is to be agreed in advance.
- If any changes are made in relation to the text or the Client’s requirements at any time while the task is in progress, Media Translation LTD’s fee, any applicable supplementary charges, and the terms of delivery will be adjusted in respect of the additional work.
Any delivery date or dates agreed between Media Translation LTD and the Client will become binding only after Media Translation LTD has seen or heard all of the source material to be translated and has received complete instructions from the Client. The date of delivery will not be of the essence unless specifically agreed in writing.
Unless otherwise agreed, Media Translation LTD will dispatch the translation in such a way that the Client can reasonably expect to receive it not later than the normal close of business at the Client’s premises on the date of delivery.
- Unless otherwise agreed, payment in full to Media Translation LTD must be effected no later than 30 days from the date of invoice by the method of payment specified on the invoice. For long assignments or texts, Media Translation LTD may request an initial payment and periodic partial payments on terms to be agreed.
- Settlement of any invoice, part-invoice or other payment must be made by the due date agreed between the parties. Where delivery is in instalments and notice has been given that an interim payment is overdue, Media Translation LTD has the right to stop work on the task in hand until the outstanding payment is made or other terms agreed. This action is without prejudice to any sums due and without any liability whatsoever to the Client or any third party.
iii. Late payment will be pursued as set out in the European Directive 2011/7/EU or the UK’s The Late Payment of Commercial Debts (Amendment) Regulations 2015.
- Copyright in Translations and Copyright to Terminology Databases/Translation Memories
- In the absence of a specific written agreement to the contrary, copyright in the translation remains the property of Media Translation LTD. Media Translation LTD may use and sell or resell any non-confidential translation or any part or record thereof not covered by copyright, the UK’s 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 will be effective only on payment of the agreed fee in full. Copyright in any completed or residual part of a translation remains the property of Media Translation LTD, and the conditions applicable to assignment of copyright and the granting of a license to publish will be as specified above in relation to a completed translation.
- Where Media Translation LTD retains the copyright, unless otherwise agreed in writing, any published text of the translation will carry the following statement: ‘© (English or other) Media Translation LTD (Year date)’ as appropriate to the particular case.
iii. Where Media Translation LTD assigns the copyright and the translation is subsequently printed for distribution, the Client must acknowledge Media Translation LTD’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: ‘(English or other) translation provided by Media Translation LTD’, as appropriate to the particular case.
- Where a translation is to be incorporated into a translation memory system or any other corpus/terminology database, Media Translation LTD will license use of the translation for this purpose for an agreed fee. Such incorporation and use must only take place after the license for the purpose has been granted by Media Translation LTD in writing and the agreed fee has been paid in full. It is the duty of the Client to notify Media Translation LTD that such use will be made of the translation.
- All translations are subject to Media Translation LTD’s right of integrity. If a translation is in any way amended or altered without the written permission of Media Translation LTD, it will not be in any way liable for amendments made or their consequences. If Media Translation LTD 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 Media Translation LTD’s written permission. The right of integrity may be specifically waived in advance by Media Translation LTD in writing.
- Confidentiality and Safe-keeping of the Client’s Documents
- No documents for translation will be deemed to be confidential unless this is expressly stated by the Client. However Media Translation LTD will 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.
- Media Translation LTD will be responsible for the safe-keeping of the Client’s documents and copies of the translations, and will ensure their secure disposal.
iii. If requested to do so by the Client, Media Translation LTD will insure documents in transit from Media Translation LTD at the Client’s expense.
- Unless agreed otherwise, machine translation (MT) will not be used on a Client project. However, if approval to use MT is granted, and a specific MT vendor is selected, the use of the MT engine will be governed by the engine vendor’s terms and conditions.
- Where use is made of terminology databases/translation memories/Media Translation LTD’s own internal terminology/translation memory system, Media Translation LTD will be responsible for the safe-keeping of any data.
- Cancellation and Frustration
- 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 8 (iii), pay Media Translation LTD the full contract sum unless otherwise agreed in advance. The work completed will be made available to the Client.
- 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, Media Translation LTD will have the right to terminate a contract.
iii. Neither Media Translation LTD nor the Client will be liable to the other or any third party for consequences which are the result of circumstances wholly beyond the control of either party. Media Translation LTD will notify the Client as soon as is reasonably practical of any circumstances likely to prejudice Media Translation LTD’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
- Failure by Media Translation LTD to meet agreed order requirements or to provide a translation which is fit for its stated purpose will entitle the Client to:
- reduce, with Media Translation LTD’s consent, 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 Media Translation LTD. Such entitlement will only apply after Media Translation LTD has been given the opportunity to bring the work up to the required standard.
This entitlement does not apply unless Media Translation LTD has been notified in writing of all alleged defects.
- Any complaint in connection with a translation task is to be notified to Media Translation LTD by the Client (or vice-versa) within two working days of the date of delivery of the translation.
Such referral is to be made no later than one month from the date on which the original complaint was made.
iii. If a dispute cannot be resolved amicably between the parties, or if either party refuses to accept arbitration, the parties will be subject to the jurisdiction of the Courts of England and Wales. In any event these terms will be construed in accordance with English law.
- Responsibility and Liability
The translation task will be performed by a translator using reasonable skill and care and in accordance with the provisions and spirit of the Code of Professional Conduct of the Institute of Translation and Interpreting or equivalent national body.
Time and expense permitting, Media Translation LTD will use its best endeavours to do the work to the best of its ability, knowledge and belief, and consulting such authorities as are reasonably available at the time.
A translation will be fit for its stated purpose and target readership, and the level of quality specified.
Unless specified otherwise, translations will be deemed to be required to be of ‘for information’ quality.
The liability of Media Translation LTD on any grounds whatsoever will 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 Media Translation LTD in writing, and
- such liability is restricted to an agreed limit of cover under Media Translation LTD’s professional indemnity insurance cover.
- The Client shall not, without the prior written consent of Media Translation Ltd, assign, transfer, charge, mortgage, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
- Media Translation Ltd may at any time assign, transfer, charge, mortgage, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent.
iii. Each party that has rights under the Contract is acting on its own behalf and not for the benefit of another person.
- No Partnership or Agency
Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.
- Rights of Third Parties
A person who is not a party to the Contract shall not have any rights under or in connection with it.
- Applicability and Integrity
These Terms and Conditions of Business are also 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 will be considered as a waiver of any subsequent breach of the same or any other provision.
© Media Translation LTD
Company Tax No. GB216261827
Company Reg. No. 9384730
– Confidential –
Version 1d (effective: Jan 2020)