TERMS OF BUSINESS FOR COMMISSIONING TRANSLATIONS
SOURCE MATERIAL COPYRIGHT and TRANSLATION
The translator 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 translator
harmless from any claim for infringement of copyright and/or other intellectual
property rights in all cases.
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.
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.
No fixed quotation shall be given by the translator
until he/she has seen or heard all the source material and has received firm
instructions from the Client.
VAT will be charged at the current valid rate currently
levied by the Israeli VAT Authorities of 17% in addition to the quoted fee.
Any fee quoted, estimated or agreed by the
translator on the basis of 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.
Any fee agreed for a translation which is found to
present latent 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.
An estimate shall not be considered contractually
binding, but given for guidance or information only.
A binding quotation once given after the translator
has seen or heard all the source material shall remain valid for a period of
thirty days from the date on which it was given, after which time it may be
subject to revision.
Supplementary charges may be requested in respect
text, complicated layout or other forms of layout or presentation requiring
additional time or resources, and/or
legible copy or poorly audible sound media, and/or
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
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.
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.
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.
Payment in full to the translator shall be effected
not later than 30 days from the date of invoice by the method of payment
For long assignments or texts, the translator may
request an initial payment and periodic partial payments on terms to be agreed.
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
Interest shall automatically be applied at the rate
of 8% per annum over base rate (or such rate as is determined by 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 shall have the
right to stop work on the task in hand until the outstanding payment is made or
other terms agreed. This action shall be without prejudice to any sums due and
without any liability whatsoever to the Client or any third party.
Where a translation is to be incorporated into a
translation memory system or any other corpus the translator shall license use
of the translation for this purpose for an agreed fee.
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.
It shall be the duty of the Client to notify the
translator that such use will be made of the translation.
All translations are subject to the translator's
right of integrity.
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.
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
The right of integrity may be specifically waived
in advance by the translator in writing.
CONFIDENTIALITY OF THE CLIENT'S DOCUMENTS
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.
Nevertheless a third party may be consulted over
specific translation terminology queries, provided that there is no disclosure
of confidential material.
The translator shall be responsible for the
safe-keeping of the Client's documents and copies of the translations, and
shall ensure their secure disposal.
CANCELLATION AND FRUSTRATION
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 21, pay
the translator the full contract sum unless otherwise agreed in advance.
The work completed shall be made available to the
If a Client
goes into liquidation (other than voluntary liquidation for the purposes of
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.
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.
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.
COMPLAINTS AND DISPUTES
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, 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
This entitlement shall not apply unless the
translator has been notified in writing of all alleged defects.
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.
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 the State of Israel.
In any event these terms shall be construed in
accordance with Israeli law.
RESPONSIBILITY AND LIABILITY
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.
A translation shall be fit for its stated purpose
and target readership, and the level of quality specified.
Unless specified otherwise, translations shall be
deemed to be required to be of "for information" quality.
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 consequences which are reasonably foreseeable:
1) the potential for such liability is
expressly notified to the translator in writing, and
2) such liability is restricted to an agreed
limit of cover under the professional indemnity insurance available to
business model is based on that published for general use by the following internationally
recognised professional source:
Institute of Translation & Interpreting
Milton Keynes, UK
NOTES ON USE OF THE MODEL
TERMS OF BUSINESS FOR TRANSLATION
These recommended model business terms
represent a set of general conditions which can be used by all translation
providers and buyers as a basis of contract. They only provide a background framework; the
details of an assignment will be specified in the Order. The terms of the Order
constitute the Special Terms of the contract and prevail over the provisions of the business model.
Although the relationship between the translator
and Client is generally held to be of the utmost good faith, and the ITI Code
of Conduct requires translators to keep all information confidential, for
confidentiality to be a contractual requirement it is the responsibility of the
Client to say so.