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Terms & Conditions : Kamila Simms Linguistic Services
Terms & Conditions
Definitions
1. Translator / interpreter shall mean the party providing a translation or interpreting services in the normal course of business.
The translator shall normally be the creator of a translation unless the Client has been explicitly informed that the act of translation (the translation task) will be subcontracted, or the translator customarily trades as an intermediary.
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, but not copywriting or adaptation.
Client shall mean the party commissioning a translation or an interpreting assignment 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 / interpreter may act as an intermediary. A relationship involving an intermediary of any nature acting in the normal course of business shall comprise two (or more) direct and discrete translator/Client contracts.
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/interpreter accepts an order from the Client on the understanding that performance of the translation or interpreting task will not infringe any third party rights.
The Client undertakes to keep the translator/interpreter harmless from any claim for infringement of copyright and/or other intellectual property rights in all cases.
The Client likewise undertakes to keep 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/interpreter 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/interpreter until he/she has seen or heard all the source material and has received firm instructions from the Client.
Where VAT is chargeable it will be charged in addition to the quoted fee if the translator/interpreter is VAT registered.
Any fee quoted, estimated or agreed by the translator/interpreter on the basis of the Client's description of the task may be subject to amendment by agreement between the parties if, in the translator's/interpreter's opinion on having seen or heard the source material, that description is materially inadequate or inaccurate.
Any fee agreed for a translation / interpreting assignment 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/interpreter 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, 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 or poorly audible sound media, and/or
- terminological research, and/or
- certification, and/or
- priority work or work outside normal office hours in order to meet the Client's deadline or other requirements, may also be charged. The nature of such charges shall be agreed in advance.
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.
The date of delivery shall not be of the essence unless specifically agreed in writing.
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. Payment in full to the translator/interpreter shall be effected not later than 14 days from the date of invoice by the method of payment specified.
For long assignments or texts, the translator may request an initial payment and periodic partial payments on terms to be agreed.
10. Settlement of any invoice, part-invoice or other payment shall be made by the due date agreed between the parties or in the absence of such agreement within the period stipulated in Clause 9.
Interest shall automatically be applied at the rate of 8% per annum over base rate (or such rate as is determined by statute, the latter prevailing) to all overdue sums from the date on which they first become due until they are paid in full.
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 or other) text (translator's name) (Year date)" as appropriate to the particular case.
13. Where the translator assigns the copyright and the translation 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: "(English or other) translation by (translator's name)", as appropriate to the particular case.
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, he/she 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. No documents for translation shall be deemed to be confidential unless this is expressly stated by the Client. However 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 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.
17. The translator shall be responsible for the safe-keeping of the Client's documents and copies of the translations, and shall ensure their secure disposal.
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. Failure by the translator to meet agreed order requirements or to provide a translation which is fit for its stated purpose shall entitle the Client to:
- reduce, with the translator'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 the translator.
This entitlement shall not apply unless the translator has been notified in writing of all alleged defects.
23. Any complaint in connection with a translation task shall be notified to the translator by the Client (or vice-versa) within one month of the date of delivery of the translation.
If the parties are unable to agree, the matter may be referred by the more diligent party to the Arbitration Committee of the Institute of Translation and Interpreting. Such referral shall be made no later than two months from the date on which the original complaint was made.
24. 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
25. The translation task shall be carried out by the 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.
Time and expense permitting, the translator shall use his or her best endeavours to do the work to the best of his or her ability, knowledge and belief, and consulting such authorities as are reasonably available to him/her 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, except where in connection with any consequences which are reasonably foreseeable:
- the potential for such liability is expressly notified to the translator in writing, and
- such liability is restricted to an agreed limit of cover under the professional indemnity insurance available to translators.
Unfair Competition
26. Where in the course of business the translator's Client is an intermediary and introduces the translator to a third-party work-provider, the translator shall not knowingly, for a period of 6 months from return of the last translation task arising from the introduction, approach the said third party for the purpose of soliciting work, nor work for the third party in any capacity involving translation, without the client's written consent.
However, this shall not apply where:
- the third-party work-provider has had previous dealings with the translator, or
- the translator acts on the basis of information in the public domain, or
- the approach from the third party is independent of the relationship with the intermediary, or
- the approach to the third party arises as the result of broad-band advertising, or
- the third party is seeking suppliers on the open market, or
- the intermediary only makes isolated use of the translator's services.
Applicability and Integrity
27. These Model Terms shall be construed jointly with the Code of Professional Conduct of the Institute of Translation and Interpreting in order to be complete and effective.
They shall also 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.
Interpreting - Code of professional conduct
Institute of Translation & Interpreting Fortuna House, South Fifth Street, Central Milton Keynes, England, MK9 2EU, UK Tel: +44 (0)1908 325250 Fax: +44 (0)1908 325259 Email: [email protected] Website: www.iti.org.uk
1. FUNDAMENTAL PRINCIPLE
Members of the Institute shall in all cases act in accordance with the high standards appropriate to a professional body and shall not act to the detriment of the Institute, its members or the profession or bring these into disrepute. In particular, members shall refrain from public attacks on the competence, reputation and honour of other members of the Institute or of a professional body of equivalent standing.
2. DEFINITIONS
Except where the context requires otherwise, in this Code:
Member means any person admitted to membership of the Institute, regardless of category.
Principal means any legal or natural person from whom a member accepts work.
Work means translation, interpreting or the teaching thereof, or other activities connected therewith.
Articles means the Articles of Association of the Institute of Translation & Interpreting in force for the time being.
Institute, By-laws and Council have the same meaning as in the Articles.
Words importing the singular number shall include the plural number and vice versa. Words importing the masculine gender shall include the feminine gender.
3. STANDARDS OF CONDUCT
3.1 Advertising
Members shall not infringe any accepted advertising standards nor make claims which they cannot substantiate.
3.2 Mutual assistance
3.2.1 Members shall assist each other in every practical way, and shall conduct themselves loyally towards their fellow members and the Institute.
3.2.2. Members who are approached with instructions to carry out work which they are unable to accept without infringing the provisions of this Code (in particular section 4 below) or which they cannot complete by the required date, shall endeavour to introduce the Principal to another member who has the necessary skills.
3.3 Dispersion of work
No member shall sub-commission or subcontract work without his Principal's prior knowledge and agreement, without defining the changed responsibilities, if any.
Members acting as a company or agency shall disclose this fact to anyone to whom they subcontract work.
3.4 Exploitation of knowledge acquired
3.4.1 No member shall derive any gain from privileged information acquired in the course of work undertaken.
3.4.2 No member shall accept remuneration from any party in respect of work other than as contractually agreed.
3.4.3 Members shall carry out all work entrusted to them with complete impartiality and shall disclose any business, financial or other interest which might affect this impartiality.
3.5 Confidentiality
3.5.1. Members shall maintain complete confidentiality at all times and treat any information which may come to them in the course of their work as privileged information, not to be communicated to any third party without authority. They shall also require all those assisting them in their work to be similarly bound, subject to 4.4.4 below.
3.5.2 No member shall disclose privileged information about other members.
3.6 Media and Public Statements
In making public statements and in their contacts with the media, members must bear in mind that, if they have been identified as members of the Institute, their statements may be interpreted as representing the view of the Institute or of the profession and shall respond accordingly with dignity and professionalism.
4. STANDARDS OF WORK
4.1 Translation
4.1.1 Subject to 4.4 and 4.5 below, members shall translate only into a language which is either (i) their mother tongue or language of habitual use, or (ii) one in which they have satisfied the Institute that they have equal competence. They shall translate only from those languages in which they can demonstrate they have the requisite skills.
4.1.2 Subject to 4.5 below, members shall at all times maintain the highest standards of work according to their abilities, ensuring fidelity of meaning and register, unless specifically instructed by their Principals, preferably in writing, to re-create the text in the cultural context of the target language.
4.1.3 Individual members shall have sole responsibility and liability for work which they accept from Principals, whether or not this is delegated or subcontracted.
4.1.4 Members shall draw the attention of their Principals to any significant ambiguities, errors, omission or imprecise language in the material on which they work.
4.2 Interpreting
Members shall interpret impartially between the various parties in the languages for which they are registered with the Institute and, with due regard to the circumstances prevailing at the time, take all reasonable steps to ensure complete and effective communication between the parties, including intervention to prevent misunderstanding and incorrect cultural inference.
4.3 Competence
Subject to 4.5 below, members shall refuse work which they know to be beyond their competence, either linguistically or because of lack of specialised knowledge, unless the work is to be subcontracted to another translator or interpreter who has the necessary competence, in which case the provisions of this Code and in particular section 3.3 shall apply.
4.3A Continuing Professional Development
Members should endeavour to undertake continuing professional development, as appropriate, in order that they can continue to offer the highest possible standards of work by maintaining and updating their language skills, subject knowledge, or any other skills or knowledge necessary for their work.
4.4 Contractual arrangements
4.4.1 Members shall endeavour to accept work on terms and conditions which, as far as is practicable or agreed, are consistent with the Institute's Standard Terms of Business, but where no such terms are agreed, the Institute's standard terms shall be deemed to apply by default in any dispute resolution or arbitration proceedings.
4.4.2 Where members accept work on agreed terms they shall not unilaterally vary such terms without valid reason and giving the maximum possible notice to their Principal, except in cases of force majeure.
4.4.3 Where members receive work from a Principal who is acting as an intermediary they shall not make any direct contact with the Principal's client without the Principal's and the client's express agreement. If such agreement is given they shall not make any statements which may be detrimental to their Principal's business.
4.4.4 Members shall not accept work contrary to the provisions of this Code, except in the circumstances specified in section 4.5.
They shall not knowingly mistranslate or misinterpret, even if instructed so to do, and shall not accept work which they believe may further any illegal or criminal activity, concerning which they shall have a duty of disclosure to the proper authorities.
4.4.5 Members who are employees of the Principal or are bound by a contract of services shall:
a) give their employer loyal, willing and diligent service
b) deal honestly with their employer's property
c) not accept any work in breach of the terms of their contract of employment
d) not accept any bribe, secret commission or corrupt inducement.
4.4.6 Members acting as Principals shall:
a) wherever possible give preference to members of the Institute
b) encourage and assist non-members employed in any capacity to improve their skills and also, in the case of translators and interpreters, to seek membership of the Institute.
c) ensure that they and their employees and subcontractors observe all relevant clauses of this Code, especially section 4.1.3, and shall apply stated procedures to check work not carried out by themselves.
4.5 Exception
Where a Principal requires a member to carry out work in circumstances which contravene the provisions of 3.2.2, 4.1 or 4.3 above, the member may, exceptionally, accept the work provided always that:
a) the member has taken appropriate steps, preferably putting his concerns in writing, to ensure that the Principal is fully aware of the risks involved
b) the member has satisfied himself that the Principal is genuinely aware of the risks involved
c) the Principal has expressly agreed to accept the risks involved, preferably in writing
d) the work carries or is accompanied by a cautionary notice
5. GENERAL
5.1 Professional Standards Committee
The composition and conditions of operation of the Professional Standards Committee shall, in accordance with the Articles, be specified by the Council.
5.2 Application of the Code
Members shall be governed by this Code in all circumstances.
5.3 Arbitration
5.3.1 Any dispute which cannot be amicably resolved, either between members or, where the circumstances permit, between members and non-members, should be referred to the Institute for arbitration.
5.3.2 Where the Arbitration Committee finds any significant failure on the part of a member to meet the standards laid down in this Code, its findings may be passed to the Professional Standards Committee for disciplinary proceedings in accordance with 5.4 below.
5.4 Disciplinary proceedings
5.4.1 The Professional Standards Committee acting as the body appointed by the Articles to investigate allegations of dishonourable or unprofessional conduct or failure to achieve the standards set by the Institute will base its decisions and recommendations on this Code. In circumstances where this Code is silent the committee may take into account wider considerations including the codes of conduct applicable to other professional bodies.
5.4.2 Where the Professional Standards Committee finds the allegations proved it shall report its findings to the Council.
5.5 Amendment
The provisions of this Code may be amended by a majority decision of the Institute's members present or represented at an annual or extraordinary general meeting, provided that due notice in writing is given.