General 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. “The Company” shall mean Priory Translations Ltd providing a translation in the normal course of business.

The Company 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 Company 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 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.

The Company 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 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.

2. The Company 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 the Company harmless from any claim for infringement of copyright and/or other intellectual property rights in all cases.

The Client likewise undertakes to keep the Company 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 Company 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 Company until the Company has seen or heard all the source material and has received firm instructions from the Client.

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 Company 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 within the U.K. shall normally be borne by the Company.

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 Company, 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.

7. If any changes are made in the text or the Client’s requirements at any time while the task is in progress, the Company’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 Company and the Client shall become binding only after the Company 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 Company 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 Company shall be effected not later than 30 days from the date of invoice by the agreed payment method.

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 Company 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.

11. In the absence of a specific written agreement to the contrary, copyright in the translation remains the property of the Company.

The Company 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 Company, unless otherwise agreed in writing, 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. All translations are subject to the Company’s right of integrity.

If a translation is in any way amended or altered without the written permission of the Company, the latter shall not be in any way liable for amendments made or their consequences.

If the Company 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 Company’s written permission.

The right of integrity may be specifically waived in advance by the Company in writing.

Confidentiality and Safe-keeping of the Client’s Documents

13. No documents for translation shall be deemed to be confidential unless this is expressly stated by the Client.

However the Company 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.

14. The Company shall be responsible for the safe-keeping of the Client’s documents and copies of the translations, and shall ensure their secure disposal.

15. If requested to do so by the Client, the Company shall insure documents in transit from the Company, at the Client’s expense.

Cancellation and Frustration

16. 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 18 pay the Company the full contract sum unless otherwise agreed in advance.

The work completed shall be made available to the Client.

17. 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 Company shall have the right to terminate a contract.

18. Neither the Company 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 Company shall notify the Client as soon as is reasonably practical of any circumstances likely to prejudice the Company’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

19. Failure by the Company to meet agreed order requirements or to provide a translation which is fit for its stated purpose shall entitle the Client to:

1) reduce, with the Company’s consent, the fee payable for work done by a sum equal to the reasonable cost necessary to remedy the deficiencies, and/or

2) cancel any further installments of work being undertaken by the Company. Such entitlement shall only apply after the Company has been given one opportunity to bring the work up to the required standard.

This entitlement shall not apply unless the Company has been notified in writing of all alleged defects.

20. Any complaint in connection with a translation task shall be notified to the Company 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.

21. 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

22. The translation task shall be carried out by the Company 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 Company shall 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 to the Company at the time.

A translation shall be fit for its stated purpose and target readership, and the level of quality specified.

The liability of the Company 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:

1) the potential for such liability is expressly notified to the Company in writing, and

2) such liability is restricted to an agreed limit of cover under the professional indemnity insurance available to translators.

Applicability and Integrity

23. These General 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.