For commissioned work
In the following Terms,
“Agency” “us” and “we” mean RP Translate Ltd, a company incorporated in England and Wales under number 03391349 having its registered office at 2 Water End Barns Water End Eversholt Bedfordshire MK17 9EA United Kingdom;
“Client” and “you” shall mean the person or entity contracting with the Agency for the provision of Work
“Commission” means the contract between the Agency and the Client, incorporating these Terms, for the provision by the Agency of the Work.
“Fee” means the fee payable by the Client to the Agency for the Work pursuant to the Commission.
“Quotation” means the Agency’s quotation for any piece of Work at the request of the Client.
“Work” shall mean any piece commissioned by the Client, whether it be translation, verbatim coding, interpreting, verification (proof-reading), typesetting, printing or any other similar service that the Agency may carry out.
1. Copyright in original texts, and translation rights
1.1 The Agency accepts an order from the Client on the understanding that the Client holds translation rights in the original text or will be using the translation only for purposes of study, in which case the question of infringement does not arise. In all cases, the Client undertakes to indemnify and keep the Agency harmless from any loss, damage, expense or otherwise arising out of or consequential to any claim for infringement of copyright, translation rights or any other similar right including any such claim which may arise between individuals as a result of the content of the original text or its translation.
2. Commission and purpose
2.1 When commissioning work, the Client shall clearly indicate its intended use, including (but not limited to) whether it is required for:
a) information only; b) publication and advertising; c) legal purposes or patent proceedings; or d) any other purpose, where the particular rendering is liable to be of consequence.
2.2 Should the Client desire to use the work for another purpose than that for which it was originally intended, the Client shall obtain confirmation from the Agency or other competent authority that the work is suitable for the new purpose and (in the case of external confirmation) provide evidence of such to the Agency upon request.
2.3 In the event of use of the work by the Client for a purpose other than that for which it was supplied, the Client shall not be entitled to any compensation by the Agency and the Client shall indemnify the Agency against any loss, damage or expense arising to the Agency in goodwill or otherwise as a result.
2.4 Where the purpose of the work is not disclosed to the Agency, the Agency shall execute the work to the best of its judgement in accordance with one of the purposes specified under 2.1 as if its purpose had been disclosed. The Agency shall indicate the purpose for which the work was supplied and will determine the charge accordingly. Clauses 2.1, 2.2 and 2.3 shall be applicable accordingly.
3. Fees and Quotations
3.1 The Agency’s Fee for the Work shall be as per the Agency’s Quotation and shall be in accordance with a fixed fee or by reference to a rate card, details of which will be included in the Quotation. Upon confirming instructions to us to commence the Work the Client is accepting the Quotation and the Agency shall be entitled to invoice the Client for the Work in accordance therewith. In the absence of any specific agreement on the Fee to be charged, this shall be determined by the Agency in accordance with the Agency’s rate card. Any fee estimated or agreed by the Agency on the basis of the Client’s description of the work may be subject to amendment if, in the Agency’s opinion on sight of the work, that description was materially inadequate or inaccurate.
3.2 Subject to paragraph 3.1 above, a Quotation once given after sight of copy by the Agency shall remain valid for acceptance within a period of thirty days from the date on which it was given, after which time it may be subject to revision.
3.3 Where VAT is chargeable, it shall be additional to the Fee stated in the Quotation. Return postal charges will normally be borne by the Agency except where the cost is exceptionally high relative to the value of the work (for example bulky reference material) in which case either the whole amount or a proportion thereof may be chargeable to the Client, details of which shall be specified in the Quotation. Other special expenses incurred in connection with the work may also be charged in addition to the Fee. Where delivery requested by the Client involves expenditure greater than the cost of the first class post, either the whole cost or a proportion thereof (at the Agency’s sole discretion) shall be chargeable to the Client.
3.4 In the event that the Client notifies the Agency or the Agency discovers that the Work is to be used for a purpose other than that for which it was originally intended (and as described by the Client), the Agency reserves the right to amend and adapt such work previously supplied (if necessary) for the new purpose and make a further charge for such work.
3.5 These Terms and any specific terms included within the Agency’s Quotation shall form the Commission between the Agency and the Client to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
3.6 The Client’s acceptance of a Quotation shall not be binding upon the Agency unless and until such acceptance is acknowledged by the Agency to the Client in writing.
4.1 Any delivery date or dates agreed between the Agency and the Client shall be indicative only and shall not be binding on the Agency, and may be subject to amendment in the light of any changes in the requirement made subsequently by the Client and subject to unforeseen circumstances. Time of delivery shall not be of the essence unless the Agency expressly agrees otherwise in writing.
4.2 The Client shall give a clear indication of his delivery requirements when submitting work, and the Agency will make every reasonable commercial effort to meet the Client's requirements. However, late delivery shall not entitle the Client to withhold payment for work done, but subject to the provisions of Clause 4.3 below.
4.3 Where a delivery date is a material part of the Work, this shall be disclosed by the Client in advance and is subject to specific agreement by the Agency as detailed in the Quotation.
4.4 The Agency reserves the right to sub-contract all or part of the work to a contractor of its choice to meet the Client's requirements.
4.5 Should any work in whole or in part be delivered too late for the Client's use, and the Agency agrees that such work is therefore unacceptable, the Agency may waive its Fee for the Work and require the immediate return of the Work together with a signed disclaimer for the Client's right to use such piece of Work.
5. Force Majeure and Payment
5.1 Force Majeure: In the event of a Force Majeure, the Agency shall notify the Client within a reasonable period (as determined by the nature of the Commission), indicating the circumstances. Force Majeure shall entitle both the Agency and Client to withdraw from the Commission, but in any event, the Client undertakes to pay the Agency for work already completed. The Agency will assist the Client to the best of its ability to place his Commission elsewhere.
5.2 Force Majeure shall include Strike, Lockout, Industrial Dispute, Civil Commotion, Natural Disaster, Acts of War, computer failure and any other situation which can be shown to have materially affected the Agency's ability to deal with the Commission as agreed.
5.3 The Agency shall raise its invoice for the Fee and any expenses (including but not limited to, delivery charges and insurance costs) upon completion of the Work and payment in full to the Agency shall be affected within 30 days of the date of the Agency’s invoice or as agreed in writing prior to the date of acknowledgement as detailed in clause 3.6 of these Terms. For long assignments or texts, the Agency may request periodic partial payments on terms stated in the Quotation or otherwise agreed in writing with the Client.
5.4 Failure to adhere to the terms of payment agreed between the Client and the Agency shall entitle the Agency to abandon any commission in hand, including any commission accepted subject to the terms of Clause 4 of these conditions, without prejudice to any rights of the Agency whatsoever. .
5.5 Without limiting any other rights or remedies that the Agency may have, the Agency reserves the right to charge interest on late payments of invoices at a rate of 2% per calendar month pro rata (accruing on a daily basis from the due date for payment of the invoice until the date of actual payment of the overdue amount, whether before or after judgment, and compounding monthly) but without prejudice to any rights or remedies that the Agency may have pursuant to the Late Payment of Commercial Debts (Interest) Act 1998 as may be amended, varied or replaced from time to time.
5.6 In addition to the rights set out in clause 5.5 the Agency shall be entitled to recover reasonable costs that it incurs in respect of any letter written or telephone call made in the collection or attempted collection of any overdue amount owing to the Agency pursuant to the Commission, whether written or made by the Agency or any third party on the Agency’s behalf and the Client shall indemnify the Agency in respect of all and any Court fees and costs incurred by the Agency in respect of any Court proceedings that it commences in respect of such overdue amount.
6. Copyright in translations
6.1 The Agency shall, unless otherwise agreed in writing, retain all copyright in the Work until payment in full of the Fee is made in accordance with these Terms at which point it shall be released to the Client. Where the Agency for any reason retains the copyright in any Work, unless otherwise agreed in writing, any published text of the Work shall carry the following statement: © (English, etc.) Text (Agency’s name) 20… as appropriate to the particular case.
7. Confidentiality and safe-keeping of the Client’s documents
7.1 The Agency shall at no time disclose to any third party (other than the Agency’s contractors or employees or otherwise pursuant to any Court order or other legal or enforceable requirement in any jurisdiction) any information contained in the Client’s original documents or reference material without the express authorisation of the Client unless that material is already available in the public domain.
7.2 The Agency is responsible for the safe-keeping of the Client’s documents, including copies, while these are in the Agency’s keeping and shall ensure their secure disposal.
7.3 If requested to do so by the Client, the Agency will insure documents in transit from the Agency, at the Client’s expense.
8.1 If any Commission is cancelled, the Client shall pay the Agency either the complete Fee (where the Work has been substantially completed) or a sum equal to the proportion of the complete Fee which the work completed bears to the original Commission (by reference to word count or time spent) plus a further sum for administrative costs in respect of the processing of the Commission and its cancellation and any research conducted in carrying out the Work, such sum to be calculated on an hourly basis by reference to the Agency’s standard rate card then in force. The Work completed shall be available to the Client.
9. Complaints and Disputes
9.1 Any complaint in connection with work carried out shall be made by the Client to the Agency (or vice-versa, as the case may be) within two weeks of the date of delivery. The Agency shall be given the opportunity to make good any defects in work provided by the Agency.
9.2 If the parties are unable to agree, the matter may be referred to the Arbitration Committee of the Institute of Translation and Interpreting for arbitration within a time limit of two months from the date on which the original complaint was made. By the application and acceptance of these Terms, it is implicitly agreed, that the decision of the Arbitration Committee shall be final and binding on both parties.
9.3 Unless specifically agreed otherwise in writing any disputes not dealt with as in 9.2 shall be settled according to English law in the English courts which shall have exclusive jurisdiction.
10.1 The Agency may transfer its rights and obligations under these Terms to another organisation, and the Agency will always notify the Client in writing if this happens, but this will not affect the Client’s rights or the Agency’s obligations under these Terms.
10.2 The Client may only transfer its rights or its obligations under these Terms to another person if the Agency agree in writing.
10.3 This contract is between the Agency and the Client. No other person shall have any rights to enforce any of its terms.
10.4 Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
If the Agency fails to insist that the Client performs any of its obligations under these Terms, or if the Agency does not enforce its rights against the Client, or if the Agency delays in doing so, that will not mean that the Agency has waived its rights against the Client and will not mean that the Client does not have to comply with those obligations. If the Agency does waive a default by the Client, the Agency will only do so in writing, and that will not mean that the Agency will automatically waive any later default by the Client.