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| Terms and Conditions Definitions 1. Translations Decoder or TD shall mean the party providing linguistic services in the normal course of business. Client shall mean the party commissioning the linguistic services in the normal course of business. The Client may be natural or legal persons, including, as examples only, private individuals, associations, partnerships, economic interest groupings or corporate entities. 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. Copyright in Source Material and Translation Rights 2. Translations Decoder 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 Translations Decoder harmless from any claim for infringement of copyright and/or other intellectual property rights in all cases. The Client likewise undertakes to keep the Translations Decoder harmless from any legal action including defamation which may arise as a result of the content of the original source material or its translation.
2.1
Translations Decoder work and website are protected by
copyright pursuant to U.S. copyright laws,
international conventions and other copyright laws. User,
customer and or client may not modify, publish, transmit,
reproduce, create derivative works from, distribute the
Content or Service, in whole or in part without agreement
and or authorization of Translations Decoder. Payments
to Translations Decoder on behalf of translation or
interpreting services do not mean any advancement, transfer,
or waiving of copyrights. Fees: (binding) Quotations and (non-binding) estimates 3. In the absence of any specific agreement, the fee to be charged shall be determined by TD 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 TD until it has seen or heard all the source material and has received firm instructions from the Client. Any fee quoted, estimated or agreed by TD on the basis of the Client's description of the task may be subject to amendment by agreement between the parties if, in TD'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. 4. Subject to the second paragraph of clause 3 above, a binding quotation once given after TD 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. 5. Costs of delivery of the translation shall normally be borne by the Client. 6. Other supplementary charges, for example those arising from:
The nature of such charges shall be agreed in advance. 7. If any changes are made in the text or the Client's requirements at any time while the task is in progress, TD's fee, any applicable supplementary charges and the terms of delivery shall be adjusted in respect of the additional work.
Delivery 8. Any delivery date or dates agreed between TD and the Client shall become binding only after TD 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 TD 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. 9. Payment in full to TD shall be effected not later than 15 days from the date of invoice by the method of payment specified. For long assignments or texts, TD may request an initial payment and periodic partial payments on terms to be agreed. 10. 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 9. Interest shall automatically be applied at the rate of 20 % 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 installments and notice has been given that an interim payment is overdue, TD 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.
Copyright in Translations 11. In the absence of a specific written agreement to the contrary, copyright in the translation remains property of TD who may use and sell or resell any non-confidential translation or any part or record thereof not covered by copyright, legal professional privilege or public interest immunity. Where copyright is assigned or licensed (formally in writing) this shall be effective only on payment of the agreed fee in full. Copyright in any completed or residual part of a translation shall remain the property of TD, and the conditions applicable to assignment of copyright and the grant of a license to publish shall be as specified above in relation to a completed translation. 12. Where TD retains the copyright, unless otherwise agreed in writing, any published text of the translation shall carry the following statement: "© (English or other) text (TD's name) (Year date)" as appropriate to the particular case. 13. Where TD assigns the copyright and the translation is subsequently printed for distribution, the Client shall acknowledge TD's work in the same weight and style of type as used for acknowledgement of the printer and/or others involved in production of the finished document, by the following statement: "(English or other) translation by (TD's name)", as appropriate to the particular case. 14. Where a translation is to be incorporated into a translation memory system or any other corpus TD shall license use of the translation for this purpose for an agreed fee. Such incorporation and use shall only take place after the license for the purpose has been granted by TD in writing and the agreed fee has been paid in full. It shall be the duty of the Client to notify TD that such use will be made of the translation. 15. All translations are subject to the TDs right of integrity. If a translation is in any way amended or altered without TD's written permission, TD shall not be in any way liable for amendments made or their consequences. If 'TD 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 TD's written permission. The right of integrity may be specifically waived in advance TD's in writing.
Confidentiality and Safe-keeping of the Client’s Documents 16. No documents for translation shall be deemed to be confidential unless this is expressly stated by the client. However TD 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 authorization of the Client. Nevertheless a third party may be consulted over specific translation terminology queries, provided that there is no disclosure of confidential material. 17. TD shall be responsible for the safe-keeping of the Client's documents and copies of the translations, and shall ensure their secure disposal. 18. If requested to do so by the Client, TD shall insure documents in transit from TD at the Client's expense.
Cancellation and Frustration 19. 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 20 pay TD the full contract sum unless otherwise agreed in advance. The work completed shall be made available to the Client. 20. Neither the TD 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. TD shall notify the Client as soon as is reasonably practical of any circumstances likely to prejudice TD'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 21. Failure by TD to meet the agreed order requirements or to provide a translation which is fit for its stated purpose shall entitle the Client to:
Such entitlement shall only apply after TD has been given one opportunity to bring the work up to the required standard. This entitlement shall not apply unless TD has been notified in writing of all alleged defects. 22. Any complaint in connection with a translation task shall be notified to TD by the Client (or vice-versa) within one month of the date of delivery of the translation. 23. 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 TD’s address. In any event these terms shall be construed in accordance with the Colorado laws.
Responsibility and Liability 24. The translation task shall be carried out by TD using reasonable skill and care and in accordance with the provisions and spirit of the ATA Code of Professional Conduct. Time and expense permitting, TD's translator shall use his or her best endeavors 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 TD on any grounds whatsoever shall be limited to the invoiced value of the work.
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