CCW Translation Terms of Business
In
this document: No part of any numbered clause shall be read separately from any
other part. Section headings are provided for convenience of reading only and
shall be ignored for the purposes of ascertaining meaning.
Definitions
1.
Translator
shall mean the party providing a translation in the normal course of business.
Translation
task shall mean the preparation of a translation or any other translation-related
task such as revising, editing, etc., which calls upon the translation skills
of a Translator.
Client
shall mean the party commissioning a translation in the normal course of business.
The
parties may be natural or legal persons, for example: 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 the Client on the understanding that performance
of the translation task will not infringe any third party rights.
The
Client undertakes to hold the Translator harmless from any claim for infringement
of copyright and/or other intellectual property rights in all cases.
The
Client 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 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 they have seen or heard all
the source material and received complete 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 if it emerges that the description was
not accurate, not all the relevant information was provided and/or if there are
any changes to the requirements.
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 the Client involves expenditure greater than the cost normally
incurred for delivery, the additional cost shall be chargeable to the Client.
If the additional cost is incurred as a result of action or inaction by the Translator,
it shall not be borne by the Client, unless otherwise agreed.
6.
Other
supplementary charges may apply, for example those arising from any of the
following:
inconsistent text, complicated layout or other
forms of layout or presentation requiring additional time or resources
poorly legible copy or poorly audible sound
media
certification
highly specialised terminological research
priority work or work outside normal office
hours in order to meet the Client’s deadline or other requirements
The
nature of such charges shall be agreed in advance.
7.
If
any changes are made in the text or in 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.
Delivery
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.
Unless
otherwise agreed, the Translator shall 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.
Payment
9. Settlement of any invoice,
part-invoice or other payment shall be effected such that the Translator
receives it not later than the due date agreed between the parties.
10. The
Translator may charge a late fee for any overdue payments, as agreed in advance
of the commission.
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 the Client or any third party.
Copyright
in Translations
11.
In
the absence of a specific written agreement to the contrary, copyright in the translation
remains the property of the Translator.
The
Translator may use and sell or resell any non-confidential translation or any part
or record thereof not covered by copyright, the 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 shall
be effective only on payment of the agreed fee in full.
Copyright
in any completed or residual part of a translation shall remain the property of
the Translator, and the conditions applicable to assignment of copyright and
the grant of a licence to publish shall be as specified above in relation to a
completed translation.
12.
Where
the Translator retains the copyright, unless otherwise agreed in writing, any
published text of the translation shall carry the following statement: "©
English text (Translator’s name) (Year date)".
13.
Where
the Translator assigns the copyright and the translation is subsequently
printed for distribution, the Client shall acknowledge the Translator’s work by
the following statement: "English translation by (Translator’s
name)".
14.
Where
a translation is to be incorporated into a translation memory system or any
other corpus the Translator shall license use of the translation for this purpose
for an agreed fee.
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.
It
shall be the duty of the Client to notify the Translator that such use will be
made of the translation.
15.
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, they shall not be in any way liable for amendments made or
their consequences.
If
the Translator 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 the Translator’s written permission.
The
right of integrity may be specifically waived in advance by the Translator in writing.
Confidentiality
and Safe-keeping of the Client’s Documents
16.
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.
A
third party may be consulted over specific translation terminology queries,
provided that there is no disclosure of confidential material.
17.
The
Translator shall be responsible for the safe-keeping of the Client’s documents
and copies of the translations.
18.
If
requested to do so by the Client, the Translator shall insure documents in
transit from the Translator, at the Client’s expense.
Cancellation
and Frustration
19.
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 21, pay
the Translator the full contract sum unless otherwise agreed in advance.
The
work completed shall be made available to the Client.
20.
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 the Translator shall
have the right to terminate a contract.
21.
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
22.
If in the Client’s substantiated opinion the
Translator has delivered substandard services in relation to the project specifications and terms,
the Client must inform the Translator in writing within 30 days of invoicing
and allow the Translator reasonable time to bring the work up to the required
standard; if this procedure is unsuccessful and the Client incurs extra expense
in bringing the work up to the required standard the Client may, with the
Translator’s consent, reduce the fee payable for the work by a sum
equal to the reasonable cost necessary to remedy the deficiencies.
This
entitlement shall not apply unless the Translator has been notified in writing
of all alleged defects.
23.
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
24.
The
translation task shall be carried out by the Translator using reasonable skill and
care.
Time
and expense permitting, the Translator shall use their best endeavours to do
the work to the best of their ability, knowledge and belief, and consulting
such authorities as are reasonably available to them 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.
Applicability
and Integrity
25.
These
terms shall be 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 shall be considered as a
waiver of any subsequent breach of the same or any other provision.
