‘The Organisation’ means Papillon Translations.
‘The Client’ means the person or company with whom the Contract is made by the Organisation.
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 copy writing or adaptation.
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.
Written confirmation to proceed with any work will be the basis of the contract between the Organisation and the Client.
An estimate shall not be considered contractually binding, but given for guidance or information only.
In the absence of any specific agreement, the fee to be charged shall be determined by the Organisation 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 Organisation until they have seen or heard all the source material and have received firm instructions from the Client.
Value Added Tax will be charged in addition to the quoted fee.
Any fee agreed for a translation which is found to present 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.
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 Organisation, it shall not be borne by the Client, unless otherwise agreed.
Other supplementary charges to be agreed in advance, such as arising from discontinuous text or complicated layout requiring additional time; poorly legible copy or poorly audible sound media; terminological research; certification; priority work requiring additional hours outside normal office hours in order to meet Client’s deadline or other requirements.
The Organisation reserves the right to with hold the payment of fee to its ’employees’ until they are fully satisfied with the work produced. The Organisation will not pay its ’employees’ for what it terms ‘substandard work’. Every opportunity will be given to ’employees’ to demonstrate their ability, and no decision will be taken before an appropriate response being sought. ‘Employees’ that do not respond within 5 days will have their contract terminated, without pay.
Any delivery date or dates agreed between the Organisation and the Client shall become binding only after the Organisation 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.
In the event of the Client wishing to cancel the contract or part thereof, cancellation will be effective only on receipt by the Organisation of notification in writing of the cancellation. The Organisation reserves the right to charge cancellation fees in respect of the services cancelled in relation to the work carried out and any costs incurred. Any decision to waive any cancellation fees shall be at the sole discretion of the Organisation.
The Organisation shall submit to the Client, a detailed priced invoice. Unless otherwise specified and agreed in writing, payment of the invoice shall be made within 28 days of receipt by the Client of the Organisation’s invoice. All sums payable shall be subject to Value Added Tax which may be added to the invoice where appropriate. The Client shall pay to the Organisation any UK Value Added Tax properly chargeable in respect of the services after receipt of a tax invoice in a form acceptable to the Client. The Client shall make payment in Pounds Sterling only. The Organisation reserves the right to cancel its obligations under the contract if any payment under this or any other contract between the Organisation and the Client has not been received by the relevant due date.
For long assignments or texts, the Organisation may request an initial payment and periodic partial payments on terms to be agreed. Where delivery is in installments and notice has been given that an interim payment is overdue, the Organisation shall have the right to stop work on the task in hand until the outstanding payment is made or other terms agreed.
In the case of Interpreting Assignments, in the event of sickness or injury of an interpreter prior to or during an assignment, the Organisation will use its best endeavours to supply a replacement interpreter but no liability is accepted by the Organisation for failing to do so.
The Organisation’s liability for loss or damage arising out of a breach of the contract shall not in any event exceed the value of the contract. The Organisation does not accept liability for any consequential loss or damage arising from the supply of services and any express or implied condition is hereby excluded. The Organisation will not be held liable for the cancellation of any services it employs to assist in the running of the day to day aspects of the business that the Organisation feels is not performing in the manner in which it was employed to do. The Organisation reserves the right to cancel such agreements without prior notice and seek compensation where it feels it is appropriate.
Copyright in Source Material
The Organisation 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 Organisation harmless from any claim for infringement of copyright and/or other intellectual property rights in all cases.
The Client likewise undertakes to keep the Organisation harmless from any legal action including defamation which may arise as a result of the content of the original source material or its translation.
Any complaint in connection with a translation task shall be notified to the Organisation by the Client within one month of the date of delivery of the translation.
Assignment and sub-contracting
The Client shall be liable to the Organisation in respect of all work carried out by the Organisation subject to these Terms and Conditions. The Client shall not, without the consent in writing of the Organisation, assign or transfer the contract or any part of it to any other person.
The Organisation shall not be held liable to the Client if fulfilment of its obligations under the contract is prevented or hindered by force majeure. For the purposes of this condition, force majeure shall mean any circumstance beyond the control of the Organisation.
The Client shall not at any time, whether before or after the termination of the contract, divulge or use any information deriving from the Organisation or any other confidential information in relation to the Organisation’s affairs, business or method of running the business.
The contract shall be governed by the laws of England and shall be subject to the jurisdiction of the English court.