GENERAL TERMS OF BUSINESS FOR TRANSLATION ASSIGNMENTS
1. VALID VERSION
These General Terms and Conditions of Business are available on this website in English and German. The English version takes precedence.
2. DEFINITIONS OF TERMS
For the purposes of this agreement, the meanings of the following terms are as specified below.
"Translation provider" means Linguatext Ltd., which has its registered office at Bank House, 20a Strathearn Road, Edinburgh, EH9 2AB.
"Translation service" means translation or similar, related work that requires the specialist knowledge and qualifications of a translator. This includes, for example, copy editing and proofreading but not copywriting or adaptation.
"Translator" means the person the translation provider tasks with providing the translation service.
"Client" means the natural or legal person ordering a translation in the normal course of business.
"Source material" means all media with contents to be translated, whether in the form of texts, images or audio material.
3. COPYRIGHT OF SOURCE MATERIAL AND RIGHTS TO TRANSLATIONS
3.1. The translation provider accepts an assignment from the client on the understanding that providing the translation service does not infringe any third-party rights. The client undertakes, in all cases, to hold the translation provider and the translator harmless from any claims resulting from a breach of copyright and/or other intellectual property rights.
3.2. The client also undertakes to hold the translation provider and the translator harmless from all legal action, including for defamation, that may arise as a consequence of the content of the original source material or the translation thereof.
4. BINDING QUOTATIONS AND NON-BINDING ESTIMATES
4.1. Unless otherwise agreed, the translation provider shall determine the fee to be paid based on the client’s instructions and the details provided by the client relating to the source material and the purpose of the translation.
4.2. Quotations submitted by the translation provider shall only be considered binding once the translation provider has examined all the source material and received firm instructions in writing from the client.
4.3. Unless otherwise indicated, all prices quoted exclude value added tax (VAT). VAT shall be added to the specified fee. Clients based in the EU must provide their value added tax identification number (VAT ID no.) in advance if they wish to make use of the reverse charge procedure. If, on examining the full extent of the source material, the translation provider concludes that the client’s description of the services to be provided was inaccurate or materially inadequate, the translation provider reserves the right, in consultation with the client, to subsequently modify any fee quoted or agreed or to cancel the order altogether. A cost estimate shall not be deemed legally binding but shall serve solely as a guide or for information purposes.
4.4. Any fee agreed for a translation that contains hidden difficulties that neither party could reasonably have been aware of at the time the quotation was made and accepted shall be renegotiated, provided the other party was made aware of the situation as soon as could reasonably be expected after it became apparent.
4.5. The translation provider shall honour any binding quotation prepared after examining all the source material for a period of thirty days from the date it is submitted. After this period, the translation provider reserves the right to revise the quotation.
4.6. Other additional costs may be charged to the client for the following:
(a) non-continuous text, a complicated layout or other forms of layout or presentation that require additional time or resources, and/or
(b) written material that is hard to read or audio recordings that are difficult to understand and/or
(c) terminology research and/or
(d) certification and/or
(e) rush jobs or jobs that need to be worked on outside normal office hours to meet the client’s deadline or other requirements.
The nature and level of these additional costs must be agreed in advance.
4.7. Should changes be made to the text or should the client’s requirements change at any point while the translation service is in progress, the translation provider’s fee, any additional costs incurred and the terms of delivery shall be revised taking into account the additional work required.
5.1. Delivery dates shall be agreed between translation provider and client. They shall only be binding once the translation provider has examined all the source material to be translated and received full and appropriate instructions from the client. The delivery date for the completed translation service shall only form an essential part of the agreement between translation provider and client if this is expressly agreed in writing.
5.2. Unless agreed otherwise, the translation provider shall deliver the translation service in the form agreed between the parties.
6.1. The client must pay the translation provider the full invoice amount within 14 days of the invoice date (where no other payment period has been agreed) using the payment method indicated on the translation provider’s invoice. For protracted assignments or lengthy texts, the translation provider may request an initial payment and regular instalments. The relevant details are to be agreed in each particular case.
6.2. Invoices, part invoices or other payments are to be settled by the due date agreed between the parties. In the absence of such an agreement, the period for payment indicated in paragraph 6.1 shall apply. If a reminder has been sent that an instalment for a part delivery is overdue, the translation provider shall be entitled to stop work on the translation service in hand until the outstanding payment has been made or some other agreement has been reached. This measure shall be taken without prejudice to any other amounts due and without any liability towards the client or a third party.
7. COPYRIGHT RELATING TO TRANSLATIONS
7.1. The copyright in the translation service shall automatically pass to the client only once the translation provider has received full payment for this service. From this point in time onwards, the translation provider shall have no further claims relating to any aspect of the translation service.
7.2. All translation services shall be subject to the translation provider’s right to protect the integrity of work. If a translation service is modified without the translation provider’s written approval, the latter shall not be liable for the changes made or their consequences. If the translation provider holds the copyright in a translation service or a translation service is being used for legal purposes, the translation provider must approve any changes to the translation service in writing. The translation provider may specifically waive its right of integrity by means of a prior written declaration.
8. CONFIDENTIALITY OF CLIENTS’ DOCUMENTS AND THEIR SAFE-KEEPING
8.1. Documents the translation provider receives from the client relating to the provision of translation services shall only be regarded as confidential if the client expressly states this in writing in advance. However, the translation provider undertakes to exercise appropriate discretion towards third parties as regards the disclosure of information contained in the client’s original documents or the translation of these documents, unless the client expressly authorises it to disclose this information. Notwithstanding this undertaking, a third party may be consulted on terminology queries relating to the translation service if this does not constitute a disclosure of confidential material.
8.2 The translation provider shall be responsible for the safe-keeping of the client’s documents and the copies of the translation service for the duration of the translation service. In addition to this, it shall ensure the safe storage and disposal thereof.
9. CANCELLATION AND IMPEDIMENT TO PERFORMANCE
9.1. If an order is placed for a translation service and this order is subsequently cancelled in whole or in part, or the execution of the order is impeded by actions or omissions on the part of the client or a third party, the client shall be obliged, except in the circumstances described in paragraph 9.3, to pay the translation provider the full contractual price unless otherwise agreed in advance.
9.2. If the client enters into liquidation (with the exception of voluntary liquidation for restructuring purposes), a receiver is appointed or the client becomes insolvent bankrupt or comes to an arrangement with creditors, the translation provider shall be entitled to terminate this agreement without notice and immediately stop all ongoing work for the client.
9.3. Neither the translation provider nor the client shall be liable towards the other party or towards a third party for the consequences of circumstances that are completely beyond the control of the relevant party. The translation provider shall notify the client as soon as is reasonably possible of any circumstances that are likely to prevent it from complying with these provisions. The translation provider undertakes to assist the client as far as is reasonably possible in finding an alternative solution.
10. COMPLAINTS AND DISPUTES
10.1. The client is to notify the translation provider in writing of any complaints relating to a translation service within five working days of the delivery date for the translation service. The translation provider is to be given the opportunity to look into the complaint and, if necessary, to rectify any errors identified.
10.2. If disputes cannot be settled by mutual agreement between the parties or one party refuses to accept an arbitration ruling, the parties shall agree to the non-exclusive jurisdiction of the Scottish courts.
11.1. The translation provider shall execute the translation service with reasonable expertise and care.
11.2 Unless otherwise stated, it shall be assumed that the quality of translation services required is “for information purposes”.
12.1. No part of this agreement shall limit the translation provider’s liability towards the client in the event of death or injury resulting from negligence on the part of the translation provider.
12.2. Except for the above-mentioned liability of the translation provider towards the client (which is unlimited), the translation provider’s liability arising from or in connection with this agreement shall be limited to the total amount to be paid by the client for the translation service provided, regardless of whether such liability is the result of negligence, a breach of contract or other causes relating to an incident or a series of connected incidents.
12.3. Under no circumstances shall the translation provider be liable towards the client for special, incidental, indirect or consequential damage or loss (whether of a financial or some other nature), or for the loss of data, profits, turnover, contracts or business, regardless of whether this was due to negligence, failure to comply with this agreement or some other reason. This shall also apply if the translation provider was able to foresee such damage or loss or the possible occurrence of such or was notified of this in advance.
13. APPLICABILITY AND INTEGRITY
This agreement shall also be subject to all detailed requirements or conditions expressly agreed between the parties in writing in a quotation prepared by LINGUATEXT LTD. for a specific translation service. Should the conditions set out and agreed in the quotation contradict one or more conditions of this agreement, the differing conditions in the quotation shall apply.
14. NO WAIVER
Waiving the right to exercise rights in the event of a provision of this document being violated shall not constitute a waiving of the right to exercise rights in the case of subsequent violations of the same or other provisions.
15. CORRESPONDENCE AND NOTIFICATIONS
Any correspondence relating to this agreement must be handed over in person or sent by priority post to the following address:
Linguatext Ltd., 8 Randolph Place, Edinburgh, EH3 7TE, United Kingdom.
16. SEVERABILITY CLAUSE
Should a provision of this agreement be classified as invalid, illegal or unenforceable in whole or in part by a court or some other authority with pertinent jurisdiction, the relevant provision shall be severed from the agreement to the necessary extent. The validity and enforceability of the remaining provisions of this agreement shall remain unaffected.
17. ENTIRE AGREEMENT
This agreement (which also includes all quotations prepared by the translation provider) constitutes the entire agreement between the parties relating to the subject matter of the agreement. It supersedes all earlier agreements, negotiations and discussions between the parties relating to the subject matter of the agreement.
18. APPLICABLE LAW
This agreement shall be interpreted according to the laws of Scotland. The parties hereby irrevocably submit to the non-exclusive jurisdiction of the Scottish courts.