Terms of business

1.Copyright in Source Material, and Translation Rights
1.1 The Translator accepts a Translation Task from the Client on the understanding that performance of the Translation Task will not infringe any Third Party rights. Accordingly the Client warrants to the Translator that:
1) the Client has full right and authority to enter into this Agreement, having acquired the right and licence to translate and publish the Source Material; and
2) the Source Material does not infringe the copyright or any other right of any person;

1.2 The Client shall indemnify the Translator against any loss, injury or damage (including legal costs and expenses and compensation paid by the Translator to compromise or settle any claim) which the Translator suffers as a consequence of any breach or alleged breach of any of the above warranties or as a consequence of any claim that the Source Material contains anything objectionable, libellous, blasphemous or obscene or which constitutes an infringement of copyright or of any other rights of any Third Party.

2. Fees: (binding) Quotations and (non-binding) Estimates
2.1 In the absence of any specific agreement, the fee to be charged shall be determined by the Translator on the basis of the Client’s description of the Source Material, the purpose of the Translation and any instructions given by the Client.
2.2 No fixed quotation shall be given by the Translator until he/she has seen or heard all the Source Material and has received clear and complete instructions in writing from the Client.
2.3 Where VAT is chargeable it will be charged in addition to the quoted fee if the Translator is VAT registered.
2.4 Any fee quoted, estimated or agreed by the Translator on the basis of the Client’s description of the Translation 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.
2.5 Subject to clause 2.2 above, a binding quotation once given after the Translator has seen or heard all the Source Material shall remain valid for a period of thirty (30) days from the date on which it was given, after which time it may be subject to revision.
2.6 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.

2.7 If any changes are made in the text or the Client’s requirements at any time while the Translation 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.

3. Delivery
3.1 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 in writing from the Client.
3.2 The date of delivery shall not be of the essence unless specifically agreed in writing.
3.3 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.

4. Payment
4.1 Payment in full to the Translator shall be effected no later than fifteen (15) days from the date of invoice by the method of payment specified.
4.2 For long Assignments or texts, the Translator may request an initial payment and periodic partial payments on terms to be agreed.
4.3 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 4.1.
4.4 Any payment that is not made before the due date shall bear interest at the rate of three per cent (7,5%) above the base rate calculated on a daily basis from the date when such payment fell due until the date of payment.

5.Copyright in Translations
5.1 In the absence of a specific written agreement to the contrary, copyright in the Translation remains the property of the Translator until the client pays in full for the service provided.
5.2. Once the payment for translation is paid in full, the Client becomes the righteous owner of the Copyright of the translation.
5.3 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.

6.Confidentiality and Safe-keeping of the Client’s Documents
6.1 No documents for Translation shall be deemed to be confidential unless this is expressly stated by the Client.
6.2 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 Source Material or Translations thereof without the express authorisation of the Client.
6.3 Notwithstanding clause 6.2, the Parties agree that a Third Party may be consulted over specific translation terminology queries in relation to the Source Material.
6.4 The Translator shall be responsible for the safe-keeping of the Client’s Source Material and copies of the Translations, and shall, where necessary, ensure their secure disposal.

7.Cancellation and Frustration
7.1 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 clause 2.4 pay the Translator the full fee unless otherwise agreed in advance.
7.2 The work completed shall be made available to the Client.

8.Complaints and Disputes
8.1 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:
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, but no more than the total sum of the order and/or
2) cancel any further instalments of work being undertaken by the Translator. Such entitlement shall only apply after the Translator has been given one opportunity to bring the work up to the required standard.
8.2 The entitlement referred to in clause 8.1, shall not apply unless the Translator has been notified in writing of all alleged defects.
8.3 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.
8.4. Place of jurisdiction – Finland

9. Responsibility and Liability
9.1 The Translation Task shall be carried out by the Translator using reasonable skill and care and in accordance with the translation quality standard ISO 17100:2015
9.3 Subject to clause
9.4 a Translation shall be fit for its stated purpose and target readership, and the level of quality specified.
9.4 b Unless specified otherwise, Translations shall be deemed to be of “for information” quality only.
9.5 Neither Party shall be liable to the other in respect of any consequential or indirect loss whatsoever.