Website means http://www.mexicanspanishtranslator.com
Services mean translation, proofreading, editing, transcription, voiceover, interpreting or any other language-related task offered by the Translator.
Project means any task carried out by the Translator, which calls upon the skills of the Translator as a language service provider. Such tasks may include any or a combination of the Services.
Translator, “I/my/me/her”, means the party delivering the output of a translation, proofreading, transcription, voiceover, interpreting session, or any other language-related service. The Translator is the owner of this Website and is registered as a sole trader in the UK and is not VAT registered. The Translator will normally be the creator of the Deliverables unless the Client is informed that the Project will be subcontracted, for which permission from the Client will be sought in advance, either in formal writing or by email.
Client, “You/your”, means the user of this website and/or the party (natural or legal person, including as an example only, individuals, businesses, organisations, translation agencies, etc.) commissioning a translation, proofreading, editing, transcription, voiceover, interpreting assignment, or any other of the Services offered by the Translator.
Source Material means any text or medium containing a communication which is to be translated, proofread, transcribed, adapted, recorded as part of a voiceover work, or used to offer any other language-related service, and may comprise text, sound and/or images.
Deliverables mean any text, audio or video containing a translation of the Source Material or any other output related to any of the Services provided (including, as an example only, a voiceover, a typed text resulting from a transcription task, an interpreting session, etc.).
Order means any formal request (including communications by email) from the Client to the Translator for the provision of any of the Services.
Purchase Order (PO) means the written consent issued by the Client to the Translator to carry out an agreed Project. The PO may consist of a separate document or may be included in the email communications between the Client and the Translator. The PO will clearly state the Source Material, the agreed price for each of the Services, and the delivery date(s). Acceptance of the PO by the Translator forms a contract between the Client and the Translator. Therefore, no contract exists until the Purchase Order is accepted.
Note: the following section headings are for convenience of reading only and are to be ignored for the purposes of ascertaining meaning.
1. Confidentiality and Safe-keeping of the Client’s Documents
1.1 The Translator will keep confidential all information and documents provided by the Client for the purposes of the Project, and will not disclose any information or the contents of such documents to any third party –including subcontractors if needed– without the express authorisation of the Client unless compelled to do so by law. Third parties may however be consulted over specific translation terminology queries, provided that there is no disclosure of confidential material.
1.2 The Translator will be responsible for the safe-keeping of the Client’s documents once received, and copies of the Deliverables. However, the Translator accepts no responsibility for the confidentiality of, or loss or damage to any documents or data while such documents or data are in transit, electronically or otherwise.
2. Copyright in Source Material and Translation Rights
2.1 The Translator accepts an Order from the Client on the understanding that performance of the translation or any other Project will not infringe any third party rights. The Client undertakes to keep the Translator harmless from any claim for infringement of copyright and/or other intellectual property rights in all cases.
2.2 The Client likewise undertakes to keep the Translator harmless from any legal action including defamation which may arise as a result of the content of the original Source Material or its translation, proofreading, transcription, voiceover, or any other form of output delivered by the Translator in the provision of her Services.
3. Fees, Quotes and Estimates
3.1 Unless agreed otherwise, the fee to be charged will be determined by the Translator on the basis of the Source Material, the requested Services, the purpose of the Project and any instructions given by the Client.
3.2 An oral or written estimate will not be considered contractually binding, but given for guidance or information only.
3.3 No fixed, written quote will be given by the Translator until all the Source Material has been seen (or heard) and clear instructions have been received from the Client. A quote will remain valid for a period of thirty days from the date on which it was issued, after which time it may be revised.
3.4 The Translator operates as a sole trader in the UK and is not VAT registered. Hence no VAT will be charged to any estimate, quote or invoice for any of the Services provided. Where VAT is chargeable it will be charged in addition to the quoted fee, and made clear on the quote document.
3.5 Any fee agreed for a particular Project may be renegotiated if there were to be a present latent difficulty of which neither of the parties were aware at the time of the initial agreement. Any such circumstances are to be made known to the other party as soon as they become apparent.
3.6 The work will commence once the Client has accepted the quote in writing either by email or by issuing a Purchase Order.
3.7 Other supplementary charges or discounts may apply. In all cases the nature of such changes or discounts will be agreed in advance between the Client and the Translator.
3.8 If any changes are made to the Source Material or the Client’s requirements at any time while the Project or 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.
4.1 Any delivery date or dates agreed between the Translator and the Client will become binding only after the Translator has received the Source Material and instructions from the Client, and has accepted the relevant Purchase Order.
4.2 The date of delivery will be agreed between the Client and the Translator, and it will be expressed in writing, either on the email communications between the two parties and/or in the Purchase Order issued by the Client and accepted by the Translator.
4.3 Unless otherwise agreed, the Translator will send/provide the Deliverables on the agreed date of delivery so that the Client can receive them no later than the normal close of business (5pm UK time, GMT or GMT+1 during British Summer Time, if applicable).
4.4 Costs of delivery of the Deliverables will normally be borne by the Translator. However, where delivery requested by the Client involves expenditure greater than the cost normally incurred for delivery (e.g. travel expenses), the additional cost will be charged to the Client, unless the additional cost is incurred as a result of action or inaction by the Translator.
5.1 Payment in full to the Translator is to be made by the Client on the agreed due date specified on the invoice. In the absence of any specific agreement, payment in full to the Translator must be effected no later than 30 days from the date of invoice by either of the payment methods as specified in the invoice.
5.2 The Client is responsible for all bank charges and/or other charges arising in effecting payment. The Translator reserves the right to recover from the Client any deductions from the invoice amount incurred during the payment transaction.
5.3 For larger Projects, meaning Projects where the Translator will work on the same task for a long period of time before the outcome is finished (e.g. translation of a book, voiceover for an audiobook, documents with more than 12,000 words, etc.), the Translator may request, at her sole discretion, an upfront payment or periodic instalments on terms to be agreed.
5.4 The Translator reserves the right to apply interest at the rate of 10% per annum over the Bank of England base rate (or such rate as is determined by UK 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 Translator has the right to stop work on the Project in hand until the outstanding payment is made or other terms are agreed. Under these circumstances, subsequent delivery dates may be renegotiated.
5.5 Until payment has been received in full, the copyright of the Deliverables remains property of the Translator and the Client has no right of use. Any transfer of copyright in Deliverables agreed in the Order will only occur upon full receipt of payment for the services provided, when license will be granted to the Client to exploit such Deliverables for their stated purpose only.
6. Copyright in the Deliverables
6.1 Copyright in the translation and other Deliverables remains property of the Translator until the full payment of the agreed fee has been received in full, at which point the copyright will pass to the Client, who can exploit such Deliverables for their stated purpose only.
6.2 In the particular case of translation projects where a translation is to be incorporated into a translation memory system or any other corpus, the Translator may issue a written consent and may require an agreed fee. Such incorporation and use shall only take place after the license for the purpose has been granted in writing by the Translator and the agreed fee (if applicable) has been paid in full. It is the duty of the Client to notify the Translator that such use will be made of the translation.
7. Right of Integrity
7.1 All Deliverables are subject to the Translator’s right of integrity. If a Deliverable is in any way amended or altered without the written permission of the Translator, the Translator will not be in any way liable for amendments made or their consequences.
7.2 If the Translator retains the copyright in a Deliverable, or if a Deliverable is to be used for legal purposes, no amendment or alteration may be made to the Deliverables without the Translator’s written permission.
7.3 The right of integrity may be specifically waived in advance by the Translator in writing.
8. Cancellation and Frustration
8.1 If a Project 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 after work on the Project has begun, the Client will, except in the circumstances described in point 8.4, pay the Translator the full contract sum. If cancellation, reduction or frustration arises before the Project is completed, the Translator may, at her discretion, accept pro rata payment for the work completed. The work completed will be made available to the Client.
8.2 If a Project 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 before work on the Project has begun, no payment will be due by the Client other than any out-of-pocket expenses the Translator may have incurred in preparing for the Project.
8.3 If a Client goes into liquidation or has a receiver appointed or becomes insolvent, bankrupt or enters into any arrangement with creditors, the Translator will have the right to terminate a contract.
8.4 Neither the Translator nor the Client will be liable to the other or to any third party for consequences resulting from circumstances wholly beyond the control of either party (including but not limited to any Act of God, terrorism, war, political insurgence, insurrection, riot, civil unrest, act of civil or military authority, uprising, earthquake, flood or any other natural or man-made eventuality outside of our control). The Translator will 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.
9. Complaints and Disputes
9.1 If the Translator fails to meet agreed requirements specified in the Purchase Order or to provide Deliverables fit for their stated purpose, the Client will be entitled to reduce, with the Translator’s consent, the fee payable for the work done by a sum which will not exceed the total value of the invoice which should be generated for such services. Such entitlement will apply only after the Translator has been given an opportunity to bring the Deliverables up to the required standard, at no extra charge to the Client. This entitlement to reduce the fee will not apply unless the Translator has been notified in writing of all alleged defects in the Deliverables.
9.2 Any complaint in connection with a Project or Deliverable must be notified to the Translator by the Client in writing within 15 working days of the date of delivery of the Deliverable.
9.3 If the parties are unable to agree on a resolution, the matter may be referred to a mutually agreed Arbitration Committee. Such referral will be made no later than one month from the date on which the original complaint in writing was made.
9.4 If any dispute cannot be resolved amicably between the parties, or if either party refuses to accept arbitration, the parties will be subject to the jurisdiction of the Courts of England and Wales.
9.5 In any event these terms will be construed in accordance with English law.
10. Responsibility and Liability
10.1 The Project will be carried out by the Translator using reasonable skill and care. Time and expense permitting, the Translator will use her best endeavours to do the work to the best of her ability, knowledge and belief, consulting authorities available to her at the time. These authorities may include the Client, which undertakes to provide appropriate responses to queries the Translator may have and reply within a reasonable time.
10.2 Deliverables will be fit for their stated purpose and the level of quality specified. Unless specified otherwise, Deliverables will be deemed to be required to be of "for information" quality.
10.3 Deliverables will match the Source Material in content, style and if applicable, format. The Client is not entitled to expect any improvements to be made to these aspects in the course of the Project, unless this is expressly requested at the time the Project is commissioned.
10.4 The Translator has no responsibility for the content of the Source Material submitted to her by the Client, nor does the Translator has any responsibility for the implications of any Deliverables.
10.5 The translator will not be liable for any indirect or consequential losses (including loss of profit or opportunity), expenses, or damages or similar incurred by the Client or any third party.
10.6 The liability of the Translator on any grounds whatsoever will be limited to the invoiced value of the work. Hence all claims will be limited to the value of the service(s) paid for. The Translator shall not be held responsible for any errors or omissions or liable for losses or damages incurred through the use of her Services. In the occurrence of any error or omission in any of the Deliverables, the Client must draw this to the Translator’s attention for the error or omission to be corrected immediately, and the Client will hold the Translator harmless.
11. Unfair Competition
11.1 Where in the course of business the Translator’s Client is an intermediary and introduces the Translator to a third-party end-client, the Translator will not knowingly, for a period of 6 months from delivery of the last Deliverable arising from the introduction, approach the said third party for the purpose of soliciting work, nor work for the third party in any capacity involving translation, without the Client’s written consent.
11.2 However, point 11.1 will not apply where the third-party end-client has had previous dealings with the Translator, or the Translator acts on the basis of information in the public domain, or the approach from the third party is independent of the relationship with the intermediary, or the third party is seeking suppliers on the open market, or where the intermediary only makes infrequent use of the Translator’s services.
12. Applicability and Integrity
12.1 These Terms and Conditions will be subject to any detailed requirements or variants expressly specified in the Client’s Order relating to a particular Project.
12.2 No waiver of any breach of any condition in this document will be considered as a waiver of any subsequent breach of the same or any other provision.
12.3 Agreement by the Client in writing (including email) to a quote is deemed acceptance of these terms and conditions, provided said terms have been brought to the Client’s attention beforehand.
13. General and Governing Law
13.1 These terms and conditions constitute a legally binding agreement between the Client and the Translator, who is registered as a sole trader in the UK and is not VAT registered. Any of the Client's terms that are at variance with these terms and conditions are applicable only if the Translator has expressly agreed to them prior to acceptance of the commission of any Project.
13.2 This agreement shall be governed by the laws of England and Wales, which shall claim venue and jurisdiction for any legal motion or claim arising from this agreement. This agreement is void where prohibited by law. Where one or more terms of this contract are held to be void or unenforceable for whatever reason, any other terms of the contract not so held will remain valid and enforceable by law. Any and all matters pursuant to this agreement are governed by English Law and are under exclusive jurisdiction of the English Courts.
13.4 The Translator reserves the right to terminate any Project with the Client at any time without prior notification if the Translator finds the Client in breach of these Terms and Conditions. No refunds are given in such a situation.
Copyright © 2015 Elena Jiménez Alvarez. All Rights Reserved.
[Last update: 04.06.2015]