In submitting texts for translation, any individual or corporate body (Client) enters into a binding agreement with the business ‘Keith Baddeley Translations’ (Translator), said agreement being covered by the following terms and conditions:
- Quotation and rate. On request, the translator shall provide a quotation for its services, free of charge. Quotations are valid for the period specified in the quotation only. The client shall expressly confirm its order for services by any written means of communication. In doing so, the client confirms its acceptance of these general terms of business. The translator shall fix its fee for the services based on the client’s initial enquiry, documents, files and media as communicated to the translator. The rate provided in the quotation is fixed and final except in the following cases: a) the modification or addition by the client of the texts to be translated once the order has been confirmed; b) the absence of texts at the time of providing the quotation, where the quotation is based on an estimated volume to be translated and an extract of the content; c) in more exceptional cases, the under-estimation of the work to be done.
- Additional fees. Additional fees shall be payable, to be calculated as provided below, in the event the following services are required: a) investigation, inquiry, or research beyond that normal to a routine translation because of ambiguities in the texts to be translated; b) additional services are required because the client makes changes to the texts to be translated after confirming the order; and c) the translator is requested to make changes to the translation after delivery of the translation, because of the client’s preferences as to style or vocabulary, and such changes are not required for accuracy. Such additional fees will be calculated according to a pre-defined fee.
- Deadlines. The translator shall make every effort to complete service(s) by the given date but shall not be responsible for delays in completion caused by events beyond the translator’s control. 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.
- Additional costs. The client shall reimburse the translator for necessary out-of-pocket expenses incurred by the translator that are not a normal part of routine translation procedure, such as overnight document delivery service requested by the client, long distance telephone and fax expenses to clarify document ambiguity, etc.
- Cancellation or withdrawal by Client. If the client cancels or withdraws any portion of the text(s) described in the agreement prior to the translator’s completion of the service(s), then, in consideration of the translator’s scheduling and/or performing said service(s) the client shall pay the translator the portion of the above fee represented by the percentage of total service(s) performed plus a further sum charged on a time basis for preliminary research, administration and inquiries, but in any event not less than 33% of said fee.
- Payment. The client shall be issued with an invoice for the relevant fees, increased by the corresponding VAT, payment of which shall be made into the translator’s bank account by the due date specified on the invoice. Any payments for fees or costs not received by the translator within 7 days of the due date will be deemed late and shall be subject to a 5% per month late charge. The client agrees to be responsible for the translator’s costs in collecting late payments due from the client, including reasonable lawyer’s fees. 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.
- Client’s review of translation. Upon receipt of the translation from the translator, the client shall promptly review it, and within 15 days of receipt shall notify the translator of any requested corrections or changes. The translator shall correct, at no cost to the client, any errors made by the translator.
- Changes by others. The translator shall have no responsibility whatever as to any changes to the translation made by persons other than the translator.
- Complaints. Any complaints concerning the quality of the services supplied must be accompanied by precise corrections and explanatory comments on the nature of disputed text, with pertinent supporting examples. Stylistic or terminological questions which are a matter of preference shall not be considered. Complaints shall be made in writing by electronic means within 15 days of receipt of the translation. Any invoice that has not been contested within 7 days of receipt shall be deemed to have been definitively accepted. Complaints do not suspend the payment term. Likewise, an unjustified refusal to accept the translation provided shall not constitute grounds for non-payment of the invoice issued in respect of the service concerned.
- Confidentiality. All knowledge and information expressly identified by the client in writing as confidential which the translator acquires during the term of this agreement regarding the business and products of the client shall be maintained in confidentiality by the translator and, except as expressly authorised by the client in writing, shall not be divulged or published by the translator and shall not be authorised by the translator to be divulged or published by others. Confidential information for purposes of this paragraph shall not include the following: a) information which is or becomes available to the general public, provided the disclosure of such information did not result from a breach by the translator of this paragraph; b) terminological glossary entries compiled by the translator in the course of the translator’s performance of the translation service(s) under this agreement; provided, however, that the client and the translator may agree in writing that, upon payment by the client to the translator of an agreed-upon fee, such terminological glossary entries shall be the property of the client and shall be covered by the confidentiality provisions of this paragraph.
- Translation is property of the client, copyright. Upon the client’s completion of all payments provided herein, the translation of the texts described in the agreement shall be the property of the client. The translator has no obligation to take any steps to protect any copyright, trademark or other right of the client with respect to the translation, except as may be expressly otherwise provided in this agreement. Notwithstanding the foregoing, the translator shall have the right to retain file copies of the texts to be translated and of the translation, subject to the confidentiality provisions in paragraph 10 above.
- Subcontracting. The client expressly accepts that the texts to be translated may be subcontracted to another service provider without prior consultation. Where subcontractors are used, the translator undertakes to ensure that the subcontractor(s) act(s) in compliance with these general terms of business, more specifically with confidentiality provisions in paragraph 10 above. The client shall remain the client of the translator, even in cases where there are reasons for the client to liaise with one of the translator’s subcontractors. Acceptance of these general terms of business implies that the client undertakes not to contract with the translator’s subcontractors directly, failing which the translator reserves the right to claim full compensation from the client for the prejudice sustained.
- Indemnification and hold-harmless by the client. The client agrees to indemnify and hold the translator harmless from any and all losses, claims, damages, expenses or liabilities (including reasonable lawyer’s fees) which the translator may incur based on information, representations, reports, data or product specification furnished, prepared or approved by the client for use by the translator in the work performed under this agreement.
- Unfair competition. Where in the course of business the translator’s client is an intermediary and introduces the translator to a third-party work-provider, the translator shall not knowingly 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. However this shall not apply where: a) the third-party work-provider has had previous dealings with the translator; b) the translator acts on the basis of information in the public domain; c) the approach from the third party is independent of the relationship with the intermediary; d) the approach to the third party arises as the result of broad-band advertising; e) the third party is seeking suppliers on the open market; f) the intermediary only makes isolated use of the translator’s services.
- Applicable law and jurisdiction. The business relationship between the translator and the client is governed in each and every one of its aspects by Spanish law, which both parties expressly agree to abide by. In the event of a dispute, only the courts of the judicial district of Torrox (Malaga, Spain) shall have jurisdiction.
- Applicability and Integrity. This agreement shall come into effect either a) when the client signs the agreement; or b) when the client commences delivery of texts to be translated; or c) when the translator provides any services under the agreement, whichever is the earlier. This agreement may be subject to any detailed requirements or variants expressly specified in the order relating to a particular translation task. No waiver of any breach of any condition in this agreement shall be considered as a waiver of any subsequent breach of the same or any other provision.
Complete agreement. This is the complete agreement of the parties. Any changes to this agreement must be in writing signed by both parties.
We hereby accept these terms and conditions:
Signed by Translator
Name
Signed by Client
Name
Date
Last updated: November 2022.
