1. Translations Decoder or TD shall mean the Party providing linguistic and/or cross-cultural consulting services, hereinafter Services, in the regular course of business. Client shall mean the Party commissioning the Services in the normal course of business. The Client may be an individual or legal person, including, as examples only, but not limited to, private individuals, associations, partnerships, economic interest groups, corporate, or government entities. Source material shall be understood to mean any text, spoken material or medium containing a communication, which has to be translated, interpreted or advised, and may comprise text, sound, video, or images.
1.1. These Terms and Conditions shall complement and supplement any signed agreement between Client and TD, unless otherwise mentioned in such agreement.
1.2. TD, and/or Thaïs Lips shall not sign any agreements with clauses that are not specifically related to the Services rendered.
1.3. The Service shall be carried out by TD using reasonable skill and care and in accordance with the provisions and spirit of the American Translators Association (ATA) Code of Ethics and Professional Practice. Time and expense permitting, TD shall use its best endeavors to do the work to the best of its ability, knowledge and belief, and consulting such authorities as are reasonably available to it at the time. A Service shall be fit for its stated purpose and target audience, and the level of quality specified. Unless specified otherwise, Services shall be deemed “for information” purposes. The liability of TD on any grounds whatsoever shall be limited to the invoiced value of the work.
2 Fees: (binding) Quotations and (non-binding) estimates
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 Service, and any instructions given by the Client. No fixed quotation shall be given by TD until it has assessed all 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 assignment, may be subject to amendment by agreement between the Parties if, in TD’s opinion, having seen or heard the source material, that description is materially inadequate or inaccurate. Any fee agreed for a translation that is found to present potential 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.
2.1 Subject to clause 2 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.
3 Costs of delivery of the Services shall normally be borne by the Client.
3.1 Payment fees, such as PayPal and bank transfer fees, shall be borne by Client.
3.2 There may be other Supplementary Charges, for example, those arising from: discontinuous text, complicated layout and formatting, 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. The nature of such charges shall be agreed in advance. On occasions when Client is not available for whatsoever reason, and time is of essence, TD will carry on with the work, and Supplementary Charges will be negotiated at the earliest opportunity.
3.3 Assignment Changes and Fee Adjustments. If any changes are made in the text, or the Client’s requirements, at any time, while the assignment is in progress, TD’s fee, any applicable supplementary charge, and the terms of delivery shall be adjusted in respect of the additional work. If a Service 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 pay TD the full contract sum unless otherwise agreed in advance. The work, even if partially completed, shall be made available to the Client.
3.4 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. Unless otherwise agreed, 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 on the date of delivery.
5 Payment in full to TD shall be effected from the date of invoice for the period and method of payment agreed and specified between the Parties and/or in the invoice. For long assignments or texts, TD may request an initial payment and periodic partial payments on the terms to be agreed. Settlement of any invoice, partial 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 by TD.
5.1 Interest shall automatically be applied at the rate of 20% per month over the base rate 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 assignment in hand until the outstanding payment is made or other terms and conditions agreed. This action shall be without prejudice to any sums due and without any liability whatsoever to TD or any third party.
5.2 Collections. In case TD shall resort to a third-party collections services, Client shall bear all costs related.
6 Translations Decoder accepts an order from the Client on the understanding that performance of the assignment will not infringe any third-party rights. The Client undertakes to keep 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 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.
6.1 Translations Decoder work, such as translation, interpretation, cultural consulting, and its websites and blogs 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, or distribute the Content or Service, in whole or in part, without agreement or authorization of Translations Decoder. Payments to Translations Decoder for Services rendered do not mean that any advancement, transfer, or waiving of copyrights is either implied or to be inferred.
6.2 In the absence of a specific written agreement to the contrary, copyright of the Service 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 Service shall remain the property of TD, and the terms and conditions applicable to assignment of copyright and the grant of a license to publish shall be as specified above in relation to a completed Service.
6.3 Where TD retains the copyright, unless otherwise agreed in writing, any published text of the Service shall carry the following statement: “© (English or other) text (TD’s name, or Thaïs Lips name) (Year date)” as appropriate to the particular case.
6.4 Where TD assigns the copyright and the Service is subsequently printed or audio/video edited for distribution, the Client shall acknowledge TD or Thaïs Lips’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 Service. This acknowledgement shall contain the following information: “(English or other) translation/interpreting / Consulting by (TD’s name, or Thaïs Lips’ name)”, as appropriate to the particular case.
6.4.1 Where a translation is to be incorporated into a translation memory system or any other corpus TD may license the 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.
6.4.2 All Services are subject to TD’s right of integrity. If a Service 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.
7 No documents for translation shall be deemed to be confidential unless expressly stated by the Client. However, TD shall at all times exercise due confidentiality 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 terminology queries, provided that there is no disclosure of confidential material.
7.1 TD shall be responsible for the safekeeping of the Client’s documents and information, and shall ensure their secure disposal.
8 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 12.2, pay TD the full contract sum unless otherwise agreed in advance. The work completed shall be made available to the Client.
8.1 Neither TD nor the Client shall be liable to each 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.
9 Independent status and non-exclusivity. Client hires TD, or Thaïs Lips as an independent professional and it is understood that TD/Thaïs Lips are not Client’s employees and will not expect to receive the same benefits as employees, or should not be expected to be held to the same requirements as employees.”
9.1 Client understands the condition of a non-exclusive business relationship, and TD is free to work with other clients at the same time, and cannot be limited to working only on one client’s project.
10 Complaints and Disputes. Any complaint in connection with a Service shall be made known to TD by the Client (or vice-versa) within one month of the date of delivery of the Service.
10.1 If a dispute cannot be resolved amicably between the Parties, the Parties shall be subject to the jurisdiction of the Courts where TD is located and/or, to the discretion of TD, where the service took place.