Terms of Business
These Terms of Business are issued by David Swain and are the basis on which he executes translation, editing and related work.
- Applicable law
The Contract shall be governed by the laws of England and Wales, and the Client agrees to submit to the exclusive jurisdiction of the courts of England and Wales.
In these Terms of Business:
- a) the Client is the person or legal entity that places a Commission;
- b) the Commission is the assignment or work placed with the Linguist by the Client and may comprise translation, editing, revision of translations or any other similar work or associated work to be agreed between the Client and the Linguist;
- c) the Contract is the contract entered into between the Client and the Linguist in respect of the Commission and any requirements of the Commission;
- d) the Linguist is the practitioner who accepts the Commission;
- e) the source language is the language in which the text to be translated is written;
- f) the target language is the language into which the text of the Commission is to be translated; any text to be revised will also be in the target language;
- g) for the purpose of translation, editing and related work, requirements shall include the required layout, software, deadlines, target language, the purpose of the translation, editing or related work (e.g. whether for publication or for information purposes), method of delivery, any special terminology to be used and whether proofreading/checking will be done by the client.
These Terms of Business are intended:
- a) as a basis for executing Commissions and will be made available to Clients on request; and
- b) to form the basis of a good working relationship between Clients and the Linguist.
A Commission shall not be considered as agreed and confirmed until a signed Contract has been exchanged between the Linguist and the Client.
- Force majeure
5.1 If unavoidably prevented from fulfilling the Commission, the Linguist will notify the Client of the circumstances, which shall entitle the Client and Linguist to withdraw from the contract. The Client shall pay the Linguist for any work completed and the Linguist shall, in consultation with the Client, use reasonable endeavours to source a replacement linguist of equivalent competence and qualifications.
5.2 As a safeguard against hard disk failure or theft of computer equipment, the Linguist will back up all work externally on a daily basis.
6.1 Fees/rates shall be agreed before the Commission is commenced and any quotation based on the Client’s description of the work shall only be binding once full details of the Commission and the requirements have been confirmed in writing.
6.2 If it emerges after the Commission has commenced that not all the relevant information has been provided and/or if there are any changes to the requirements, the Linguist may vary the fees/rates accordingly.
6.3 The Linguist will not, under any circumstances, translate or edit texts free of charge.
7.1 All work must be paid for and payment shall be made within thirty (30) days of the date of the invoice issued by the Linguist to the Client.
7.2 In the case of long commissions, the Linguist may require payment in instalments.
In the event that the Commission is cancelled by the Client, the Linguist shall be entitled to cancellation fees as follows:
- a) fifty per cent (50%) of the fees specified, if the cancellation is received by the Linguist more than six (6) calendar weeks before the beginning of the Commission;
- b) seventy-five per cent (75%) of the fees specified, if the cancellation is received by the Linguist less than six (6) calendar weeks but more than two (2) weeks before the beginning of the Commission; and
- c) one hundred per cent (100%) of the fees specified, if the cancellation is received by the Linguist at any time on or after the date falling two (2) weeks before the beginning of the Commission.
- Copyright in translating
9.1 When it is agreed that copyright is to be assigned to the Client after completion of a translation, such copyright shall only be assigned when full payment for the commission has been received. Until such time, the copyright shall be owned by the Linguist.
9.2 Copyright may subsist in material in written or spoken form or recorded in electronic form.
9.3 If the Linguist assigns copyright and the translation is subsequently published, the Client shall acknowledge the Linguist’s work in the same way as for others involved in the publication, unless otherwise agreed (for example, in the case of promotional material).
9.4 If a translation is to be incorporated in a translation memory, the Linguist shall license use of the translation for this purpose.
9.5 If a translation is in any way amended or altered without the Linguist’s written permission, the Linguist shall not be in any way liable for the amendments made or their consequences.
10.1 The Code of Professional Conduct of the Chartered Institute of Linguists requires Linguists who are CIOL members to treat all work performed by them or any third parties (e.g. checkers, proofreaders) and any information given to them as confidential.
10.2 The Client shall not, without the express written consent of the Linguist, disclose to third parties any information relating to his fees.
10.3 The Linguist will not make copies in addition to those required in the normal conduct of business and copies shall be for internal use only. Only such copies shall be retained as are required for professional indemnity insurance.
1.1 Any complaint by the Client about the Linguist’s work shall be submitted to the Linguist within seven (7) calendar days.
12.1 Neither party shall, under any circumstances whatsoever, be liable to the other, whether in contract, tort (including negligence) or restitution, or for breach of statutory misrepresentation, or otherwise, for any:
- a) loss of profit;
- b) loss of goodwill;
- c) loss of business;
- d) loss of business opportunity;
- e) loss of anticipated saving;
- f) loss of corruption of data or information; or
- g) special, indirect or consequential damage, suffered by the other party that arises under or in connection with the Contract.
12.2 Without prejudice to clause 12.1, the Linguist’s total liability arising under or in connection with the Contract, whether in contract, tort (including negligence) or restitution, or for breach of statutory misrepresentation, or otherwise, shall not, under any circumstances, exceed the total sum payable to the Linguist in respect of the Commission.