These terms and conditions constitute a legally binding agreement between the Client and the Translator (Karin Usher), regarding services rendered or to be rendered by the Translator (Karin Usher).
In the event of a conflict with any communications, proposals, contracts, marketing materials, or agreements, these Terms and Conditions shall control. Submission of source materials (as defined below) constitutes acceptance of all these terms and conditions.
The headings in these terms and conditions are for convenience only and shall not affect their interpretation.
Unless the context otherwise requires words importing one gender include all other genders and words incorporating the single include the plural and vice versa.
In these Terms of Business:
Translator means the party providing a translation 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 the assignment or work placed with the Translator by the Client and may comprise translation, abstracting, revising/editing translations or any other similar work or associated work to be agreed between the Client and the Translator.
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.
A translator 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 means any text or medium containing a communication which has to be translated, and may comprise text, sound, or images.
The Chartered Institute of Linguists is a professional body of qualified linguists. To be admitted to any of its grades, members have to undergo stringent admission criteria and, once admitted, they are governed by a Code of Professional Conduct, a copy of which is available from www.ciol.org.uk. The Institute will investigate complaints about any alleged breaches of that Code and every CIOL member will be bound by it. However, the Institute is not involved in these Terms of Business or any contract between the Translator and the Client and will accept no liability in connection with these Terms of Business or any contract between the Translator and the Client.
3.1 The translator accepts an order from the Client on the understanding that the performance of the translation task will not infringe any third-party rights.
3.2 The Client undertakes to keep the translator harmless from any claim for infringement of copyright and/or other intellectual property rights in all cases.
3.3 The Client likewise undertakes to keep the translator harmless from any legal action ion which may arise as a result of the original source material or its translation.
4.1 In the absence of any specific agreement, the fee to be charged shall be determined by the translator based on the Client's description of the source material, the purpose of the translation and any instructions given by the Client.
4.2 The translator shall give no fixed quotation until he/she has seen or heard all the source material and has received firm instructions from the Client.
4.3 Currently, I am not required to register for VAT, therefore no VAT will be added to the fee.
4.4 Any fee quoted, estimated or agreed by the translator based on the Client's description of the task may be subject to amendment by agreement between the parties if, in the translator's opinion on having seen or heard the source material, that description is materially inadequate or inaccurate.
4.5 Any fee agreed for a translation which is found to present special latent 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.
4.6 An estimate shall not be considered contractually binding but given for guidance or information only.
4.7 Subject to clause 4.2 above, a binding quotation once given after the translator has seen or heard all the source material shall remain valid for thirty days from the date on which it was given, after which time it may be subject to revision.
4.8 The translator shall normally bear costs of delivery of the translation.
4.9 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.
4.10 Other supplementary charges, for example, those arising from:
4.11 The nature of such charges shall be agreed in advance.
4.12 If any changes are made in the text or 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.
4.13 The Translator will not provide free “test” translations.
5.1 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.
5.2 The date of delivery shall not be of the essence unless specifically agreed in writing.
5.3 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.
6.1 Payment in full to the translator shall be effected not later than 30 days from the date of invoice by the method of payment specified.
6.2 For long assignments or texts, the translator may request an initial payment and periodic partial payments on terms to be agreed.
6.3 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 6.1.
6.4 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.
6.5 This action shall be without prejudice to any sums due and without any liability whatsoever to the Client or any third party.
7.1 In the absence of a specific written agreement to the contrary, copyright in the translation remains the property of the translator.
7.2 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.
7.3 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.
7.4 Copyright in any completed or residual part of a translation shall remain the property of the translator, and the conditions applicable to the assignment of copyright and the grant of a licence to publish shall be as specified above in relation to a completed translation.
7.5 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.
7.6 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 the production of the finished document, by the following statement: "(English or other) translation by (translator's name)", as appropriate to the particular case.
7.7 Where a translation is to be incorporated into a translation memory system or any other corpus, the translator shall license the use of the translation for this purpose for an agreed fee.
7.8 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.
7.9 It shall be the duty of the Client to notify the translator that such use will be made of the translation.
7.10 All translations are subject to the translator's right of integrity.
7.11 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.
7.12 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.
8.1 No documents for translation shall be deemed to be confidential unless the Client expressly states this.
8.2 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.
8.3 Nevertheless, a third party may be consulted over specific translation terminology queries, provided that there is no disclosure of confidential material.
8.4 The translator shall be responsible for the safekeeping of the Client's documents and copies of the translations and shall ensure their secure disposal.
8.5 If requested to do so by the Client, the translator shall insure documents in transit from the translator, at the Client's expense.
9.1 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 clauses 8.4 and 8.5, pay the translator the full contract sum unless otherwise agreed in advance.
9.2 The work completed shall be made available to the Client.
9.3 If a Client goes into liquidation (other than voluntary liquidation for 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.
9.4 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.
9.5 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.
10.1 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:
10.1.1 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
10.1.2 cancel any further instalments of work being undertaken by the translator.
10.2 Such entitlement shall only apply after the translator has been given one opportunity to bring the work up to the required standard.
10.3 This entitlement shall not apply unless the translator has been notified in writing of all alleged defects.
10.4 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.
10.5 If the parties are unable to agree, the matter may be referred by the more diligent party to the Arbitration Committee of the Chartered Institute of Linguists.
10.6 Such referral shall be made no later than two months from the date on which the original complaint was made.
10.7 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.
10.8 In any event, these terms shall be construed in accordance with English law.
11.1 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 Chartered Institute of Linguists.
11.2 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.
11.3 A translation shall be fit for its stated purpose and target readership, and the level of quality specified.
11.4 Unless specified otherwise, translations shall be deemed to be required to be of "for information" quality.
11.5 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 reasonably foreseeable consequences:
11.5.1 the potential for such liability is expressly notified to the translator in writing, and
11.5.2 such liability is restricted to an agreed limit of cover under the professional indemnity insurance available to translators.
12.1 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 6 months from return of the last translation task arising from the introduction, approach the said third party to solicit work, nor work for the third party in any capacity involving translation, without the Client's written consent.
12.2 However, this shall not apply where:
13.1 When providing translation services, the translator needs to collect personal data to enable her to contact you for any queries and to deliver translated documents. The translator is committed to ensuring that the information collected and used is appropriate for this purpose, and does not constitute an invasion of your privacy.
13.2 Failure to provide necessary personal information at the time of ordering may cause the translator to be unable to provide some or all Services.
13.3 The Translator does not need to share your name and contact details to any third parties, however the source material you submit to the translator for translation may contain such information. Documents for translation may be shared with a range of trusted and approved service providers, such as translation revisers, solicitors, notaries public, the Legalisation Office (part of the British Foreign and Commonwealth Office – FCO), and others. The translator will only submit your document to these third parties when strictly necessary.
13.4 Any third parties that the translator may share your data with are obliged to keep your details securely, and to use them only to fulfil the service they provide you on the translator's behalf. Where a translation reviser or any other service provider is based outside the EEA, they will be asked to provide an equivalent information security guarantee to the translator while it is processing your personal information. This includes an assurance to safeguard the security of the personal information they process on your behalf as sub-processors.
13.5 The Translator will process (collect, store and use) the information you provide in a manner compatible with the EU's General Data Protection Regulation (GDPR). The translator will endeavour to keep your information accurate and up to date, and not keep it for longer than is necessary.
13.6 The translator is required to retain information in accordance with the law, such as information needed for income tax and audit purposes.
13.7 The translator, at your request, can confirm what information is held about you and how it is processed.
13.8 Contact details for Data Protection enquiries:
Karin Usher
Email: karin.usher@proton.me
14.1 The invalidity or enforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision.
14.2 These Terms and Conditions shall be governed by and construed in accordance with the laws of England and Wales. Disputes arising here from shall be exclusively subject to the jurisdiction of the courts of England and Wales.
This document was last updated on 17 August 2023.