Terms and Conditions of Supply
Media Translation LTD
No.5, 7 Rodney Place, Bristol, BS8 4HY, United Kingdom
Hereinafter referred to as the Company or us or we
And: [your name, address, and contact details]
Hereinafter referred to as the Supplier or you
We want you to enjoy working with us. These terms and conditions therefore set out in clear terms what we expect of you, and what you can expect of us. They are not onerous, and we aim to make the working relationship a fair one that is governed by realistic terms and conditions.
Both parties agree that the Supplier will perform [insert here your language combination(s)] linguistic services for the Company.
The Supplier is aware that this framework agreement does not, on its own, neither substantiate any special treatment by the Company nor will it be deemed to represent a promise of future business.
- Translation work
The Supplier will deliver translation work that is of the highest standard to fulfil the brief (indicated in the emailed instructions (with assigned purchase order reference)) . To achieve this, the Supplier must:
- be suitably qualified/have a sound working knowledge of the subject area, and
- apply all quality procedures as stated below and/or further specified in the purchase order, including, but not limited to:
- conducting research (cross-checking official websites for terminology/phrasing),
- using consistent terminology,
- using specific client terminology, etc.
In the (unlikely) event of the absence of a brief, the Supplier must use their judgement and expertise to gauge the target-audience’s needs and expectations, and produce a translation that meets those criteria. All rights to the files and data, which are produced by the Supplier under the agreement, including intermediate files and data, will pass to the Company’s client upon production.
- Pre-Translation Checks and Corrections
As set out in 1(iv), texts will be provided in a format to avoid post-translation formatting issues. However, if other errors are spotted (i.e. formatting/typos/general errors in the text that affect meaning), the Supplier should endeavour to make the Company aware of them prior to submission of the translations or on submission of the translation at the latest.
iii. Post-Translation Formatting Checks and Corrections
See section 3(ii) for specific details.
- Native File Formats
The Company will typically supply work in the native format for use in the Supplier’s Office or preferred CAT (computer-aided translation) tool. In some cases, and wherever this is helpful to the Supplier, a Word-export of a PDF file or an XLIFF file may be provided to avoid post-translation formatting issues. Delivery back to the Company will usually be in the translation’s original file format unless specified and agreed otherwise.
When the translation is in a desktop publishing format, the Supplier must ensure they are sufficiently qualified to work in a competent manner in the package specified by the Company’s project manager. Where necessary, basic advice may be provided by the Company.
- Machine Translation
The use of machine translation services is NOT permitted unless agreed in advance with us. Such use may be allowed for specific machine translation projects where machine-generated content is to be post-edited or where the use of machine-translation services is permitted owing to time constraints that require machine assistance to speed up the translation process. In such cases, you must demonstrate (by providing examples of previous experience/your documented workflow/approach) that you have the required post-editing skills to check the machine-generated output. If you are unfamiliar with machine translation, guidance will be provided by us.
- CAT Tool Maintenance
The Supplier shall maintain their CAT tools, including terminology-management systems, so they are kept up to date and incorporate the latest revisions to phrasing and terminology. If requested, the Supplier shall supply a copy of XLIFF files generated in the process of producing work for the Company.
The Supplier commits to deliver on (or before) the requested date and time. Before accepting a job, the Supplier will evaluate if they can meet the deadline and then assure timely delivery by any means (such as via Skype or a messaging service such as WhatsApp/text message if an email service is down). The Company will be entitled to cancel an order free of charge if the Supplier is unable to deliver by the due date.
The Supplier agrees to undertake the job and to be available for the duration of the project. The Supplier shall give notice of leave if they are taking any during the project’s timeframe.
- Inability To Meet The Deadline
The Supplier must notify us immediately by email, messaging service, text or telephone if they cannot meet the deadline. Wherever possible, as much notice as possible must be provided to the Company by the Supplier if they cannot meet a deadline (sufficient notice being: at least 1 day’s notice per 1,000 words for translation projects or at least 1 week’s notice for interpreting jobs). As set out in section 4, part of works and services delivered will be remunerated pro rata.
- Backups and Antivirus
The Supplier must take efficient measures to avoid any loss of data due to hardware failure or other events of any climatic, mechanic, electric or human origin, and protect their computers with state-of-the-art and fully-updated antivirus software.
We appreciate your support and hard work, so the Company will provide assistance to the Supplier to complete the requested translation work on time. In some cases, the Company will also help with project-related advice, documentation, tools or training. Subject to the requirements of section 6, the Supplier may ask for guidance from parties other than the Company provided the Company has been consulted in the first instance.
- Remuneration and Re-Checking/Final Format Checks, Invoicing Details, Payment, Liability and Professional Indemnity Insurance
Remuneration for services under the terms of this framework agreement will be in accordance with the rate agreed between the Company and the Supplier. The Company’s standard payment terms are as agreed. The Company always endeavours to pay earlier than industry standards (30 days following the end of the month in which the invoice was issued).
Typically, rates will be based on the source text word count unless agreed otherwise.
- Re-checking/Final Format Checks
(a) Any text re-sent by the Company for subsequent checking by the translator, where the Company or Client believes there is an inconsistency, error or omission, will be performed free of charge. The same applies to the implementation of customer corrections, provided these relate to clear translation mistakes and not preferential changes. Similarly, any work that has not been spellchecked or lacks the quality control procedures as stated above will be returned for re-work. In the event of a repeated failure to abide by our instructions or other quality standards, which results in inadmissible time-wasting, the Company retains the right to deduct a reasonable percentage from the Supplier’s invoice.
(b) General layout/formatting/presentation checks of work produced by the translator and generated in its final format by the Company or the Company’s client will be performed free of charge insofar as this is deemed not to be overly time consuming by the Company (e.g. checking of a small PDF document just to make sure the layout is fine and/or sentence/word breaks are ok should generally be done free of charge). A charge will be agreed in advance (typically on a half-hour basis, for every half-hour commenced) between the Company and the Supplier if complex and time-consuming checking is required.
iii. Invoicing Details
Invoices must state the:
- purchase order number,
- your invoice number,
- your banking details,
- your invoicing address,
- (optionally): a breakdown of the work provided (including file name(s), delivery date(s) and word count(s),
- your VAT code if you are registered within the EU or registration number/other applicable reference if you are registered in another country outside the EU.
Our VAT no. is: GB216261827.
Any error may result in delays in payment/processing.
Wherever possible, the Company will pay the Supplier by direct bank transfer. This will be completed either via the Company’s bank or via a third-party provider such as TransferWise. PayPal is also supported, as are a number of other providers. The Company will pay the fee for transferring the payment to the Supplier’s nominated account. The Company is not liable for any fees levied by the Supplier’s bank for receiving the payment.
- Liability and Professional Indemnity Insurance
Liability is generally restricted to direct damage and limited to the project order amount for the language pair in question (individual purchase orders will be issued per project, and their sum will be used to calculate the project order amount for your language pair).
The Supplier shall have a valid professional indemnity insurance policy. If they do not, the Supplier is to inform the Company.
- Order Processing
Purchase orders, indicating quantities, delivery dates and references to be used, will be placed by email to the Supplier.
The Company is entitled to cancel an order at any time up to delivery free of charge. Part of works and services already delivered will be remunerated pro rata as will, wherever possible, part of works or services already commenced. In the case of the latter, the Supplier shall furnish proof on request.
- Non-Competition and Non-Solicitation
Both parties agree that for a period of 12 months following the last project of a specific Company client, neither the Supplier as an individual or as a company, nor their members and contractors as individuals, will work directly for this specific Company’s client without the Company’s prior written consent. Any such action may involve legal action.
- Confidentiality and Non-Disclosure Agreement (NDA)
The Supplier agrees that all documents and information obtained from the Company’s client and all company, client, and project related information will be treated with strict confidentiality and that any such information will not be disclosed, published, nor made available to any third party without the prior written consent of the Company. This obligation also covers all documents or information created in fulfilment of any orders under the Agreement. This obligation continues subsequent to termination of this framework agreement.
If required, and where this goes beyond the scope of requirements set out in these Terms and Conditions of Supply, the Supplier agrees to sign a standard Confidentiality and Non-Disclosure Agreement drafted by the Company and any that the Company’s clients may specifically suggest upon request.
- Term and Termination
This agreement will be effective upon signature by both parties and will remain in force for an indefinite period of time unless terminated by either party subject to 1 month’s written notice by email.
Termination of this agreement, for whatever reason, will not affect the validity of individual orders placed before termination.
- Individual Agreements
Any provision of this Agreement can be amended by individual agreements made in writing. Any unenforceable provision will be replaced by one which comes closest the unenforceable provision’s original commercial intent. This does not affect any of the remaining provisions.
- Applicable Law
This agreement is subject to English Law. English courts have jurisdiction.
Supplier’s name and signature On behalf of Media Translation LTD
© Media Translation LTD
Company Tax No. GB216261827
Company Reg. No. 9384730
– Confidential –
Version 1d (Jan 2020)