JAC Translations Terms and Conditions of Business
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1 DEFINITIONS
"The Company" means JAC Translations. "Work" means any translation, interpreting, typesetting, artwork, printing,
website or software localisation, or any other services supplied by the Company. "Client" means any person, firm or
company to whom the Company shall supply or contract to supply Work.
2 APPLICATION
No conditions other than those set out herein nor any variation thereof shall be binding on the Company unless
otherwise specifically agreed in writing by the Company. These conditions shall be incorporated in every offer,
acceptance and contract for Work by the Company and subject to the foregoing any conditions proposed by the Client
are hereby excluded.
The Client acknowledges that the Company may alter from time to time the terms and conditions upon which it offers
the services.
3 ACCEPTANCE
3.1 Quotations and estimates issued by the Company are free of obligation.
3.2 The Company may revoke quoted prices or terms of delivery if it has not had the opportunity to view the entire
text to be translated prior to issuing the quotation. The Client's oral or written acceptance of the quotation submitted
by the Company or, if no quotation was submitted, written confirmation by the Company of an order placed by the
Client shall constitute a contract.
3.3 The Company may consider as a Client any person or entity that has placed an order with the Company, unless
said person or entity has explicitly stated that they are acting on behalf and at the expense of a third party, with whose
name and address they shall provide the Company on placing the order.
3.4 Agreements with and promises made by representatives or personnel of the Company shall not be binding unless
confirmed by the Company in writing.
3.5 Any reasonable doubt on the part of the Company about the Client's ability to pay shall entitle the Company to
require sufficient security from the Client before executing the order.
4 PRICES AND TERMS OF PAYMENT
4.1 Prices quoted are exclusive of VAT and delivery charge. An additional charge may be made for all expenses
incurred by the Company at the request of or by agreement with the Client which are not included in the quotation or
which the Company considers reasonably necessary.
4.2 Payment for Work shall be made within 30 days from the date of the invoice.
4.3 The terms of payment of the price shown on the Company's invoice are of the essence of the contract. If the
Client fails to make payment on the due date specified on the invoice the Company will, without prejudice to any other
rights or title, be entitled to add an interest charge at the rate of 3.5% per month until such time as full payment plus
interest charges is effected by the Client.
5 COMPLETION OF WORK
5.1 Dates or periods for completion of Work are only best estimates and the Company is not liable for the
consequences of any delay. The Client must specify a completion date (if material) when commissioning the Work but
whilst the Company shall make every reasonable effort to meet the Client's requirements, late delivery shall not entitle
the Client to withhold payment for Work done.
5.2 Should the completion of Work be required sooner than the normal time required for its proper production and in
any event where commissioned Work is supplied by fax, every effort will be made to secure freedom from defects, but
reasonable allowance must be made by the Client in such cases. Should such completion of Work necessitate
overtime being worked or other additional costs being incurred, a charge will be made to cover the increased cost.
5.3 The Company accepts no liability for the consequences of any delay in completion of Work caused by the Client
and in such events, any agreed deadlines or delivery schedules will automatically cease to be valid and new dates
must be negotiated.
5.4 Delivery shall be deemed to have taken place the moment the text is sent by post, fax, courier, modem, the
Internet, etc. Data sent by electronic mail shall be deemed to have been delivered as soon as the medium has
confirmed sending the message.
6 CANCELLATION AND SUSPENSION
6.1 If the Client for any reason cancels Work which he has commissioned, charges will be payable for all thecompleted Work up to the cancellation date and for all other costs and expenses which may accrue as a result of
such cancellation.
6.2 If the Client suspends or postpones Work he has commissioned for a period of 7 days or more, charges will be
payable for all commissioned Work up to the date of suspension or postponement and for all other costs and
expenses which may accrue as a result of such suspension. In any other case such charges will be payable upon
completion of Work.
7 LIABILITY
7.1 A complaint by the Client in respect of any Work shall be communicated to the Company in writing within 5 days
of the receipt of the Work by the Client.
7.2 Subject to the terms of Clause 9, the Company will accept liability for damage, death or personal injury caused by
the negligence of the Company or its employees or sub-contractors provided always that the maximum liability of the
Company in relation to damage shall in no case exceed the contract price for the Work. For the purpose of the clause,
'damage' means whatever loss or damage (other than death or personal injury) directly or indirectly attributable to any
negligent act or omission by the Company, its employees or sub-contractors. The potential losses that might be
caused by the failure of the Company or its employees or sub-contractors to complete Work, or to take any particular
precaution or care (whether as a result of breach of contract or negligence) are so great in proportion to the sums
which can reasonably be charged hereunder by the Company, that the Company and its employees and subcontractors
cannot and will not assume any liability whatever in respect of any loss or damage however caused
outside or beyond the express provisions of these Conditions.
7.3 In the event that the client is dissatisfied with the completed Work, negotiations will take place to create a mutually
acceptable solution: i.e. revision of work, or any rebate will be negotiated taking into consideration the circumstances
involved.
7.4 The Client shall indemnify the Company against all claims, proceedings, costs and expenses for which the
Company may become liable in respect of Work completed under a contract except to the extent of the liability
admitted and expressed in these Conditions.
7.5 No liability whatsoever shall be incurred by the Company in respect of damage to or loss of documents, data or
data carriers provided by the Client to facilitate the contract's execution. Nor shall any liability be incurred by the
Company in respect of costs and/or damage incurred as a result of (a) the use of information technology and
telecommunications media, (b) transport or dispatch of data or data carriers, or (c) the presence of computer viruses
in any files or data carriers supplied by the Company.
8 ILLEGAL MATTER
8.1 Notwithstanding any other forms or any contract, the Company shall not be required to translate, typeset, interpret
or print any matter, which in its opinion is or may be illegal or of a libellous nature. Where copyright subsists in texts to
be translated or typeset or printed by the Company, it is presumed that the Client has obtained all consents
necessary for such work to be carried out.
8.2 The Company shall be indemnified by the Client in respect of all claims, proceedings, costs and expenses arising
out of any libellous matter printed for the Client, or any acknowledgement of copyright or patent or design or other
third-party rights.
9 CLIENTS PROPERTY
9.1 All documents, paper or other property supplied to the Company will be held or dealt with by the Company at the
Client's risk and the Company will not be responsible for the consequential loss thereof or damage thereto.
9.2 The Company reserves the right to destroy or otherwise dispose of any document, paper or other property of the
Client which has been in its custody for more than 12 months following completion of the Work to which it relates.
10 USE OF COMPANY PERSONNEL
10.1 Clients must agree not to make any separate arrangements with a relevant person during contracts and for a
period of three years afterwards; all negotiations with the relevant person must be made through the Company. The
Company may give full contact details of the relevant person to clients to facilitate communications during contracts,
but this is on the understanding that they will only use this information for the purposes of the Company business, and
that they will not share this information with third parties.
10.2 If any Client or associate uses the services of a relevant person other than pursuant to a contract with the
Company, the Client shall forthwith pay to the Company: (a) where the relevant person becomes an employee of
such Client or associate, a sum equal to 15% of the gross annual remuneration of such relevant person or a sum of
£8,500 (exclusive of VAT), whichever shall be the higher, and (b) in any other cases, the sum of £5,000 (exclusive of
VAT).
10.3 For the purposes of this clause, 'associate' means any partner of the Client and any company in which the Client
or any firm in which he is a partner or holds not less than one third of the issued equity share capital and any
subsidiary of such company which owns directly or indirectly not less than one third of the issued share capital of the
Client. 'Relevant person' means any software developer, translator, interpreter, typist, typesetter, artist, proof-reader
or other person who shall have been engaged with the Company as an employee or independent contractor and who
shall have provided Work for such a Client directly or indirectly through the Company within twelve months preceding
the use of their services by the Client or an associate as aforesaid.
11 FORCE MAJEURE
In the event of Force Majeure (which shall be strike, fire, power failure, industrial dispute, civil commotion, natural
disaster, acts of war, and any other situation which can be shown to have materially affected the Company's ability to
deal with the Work as agreed), the Company shall notify the Client immediately, indicating the circumstances. Force
Majeure shall entitle both the Company and the Client to withdraw from the contract for the Work, but in any event the
Client undertakes to pay the Company for Work already completed. The Company will assist the Client to the best of
its ability to place the Work elsewhere.
12 JURISDICTION
These conditions shall be interpreted in accordance with the Law of England & Wales and the Company and the
Client irrevocably submit to the non-exclusive jurisdiction of the English Courts.
13 TRANSLATION, TYPESETTING AND ANCILLARY SERVICES
13.1 The provisions of this clause shall also apply to the supply of Work as defined in Clause 1.1 and are
supplementary to the foregoing.
13.2 Copyright subsists in the translation of any text and where the Company is the proprietor of any copyright in any
other Work, the Company in agreeing to supply Work impliedly licenses insofar as it is able to do so the reproduction
of publication of the Work. However, in the event that payment is not received in accordance with Clause 4.2 this said
license shall be automatically revoked and the Client shall not be at liberty to make use of any work in which the
copyright of the Company subsists.
13.3 Whilst the Company undertakes to use its best endeavour to produce an accurate and idiomatic translation of
the original text, the Client must accept that no liability is accepted by the Company for an alleged lack of advertising
or sales impact of the translation. The Company shall be under an obligation to indicate or correct errors or omissions
in the original material supplied by the Client. Ambiguity of the text to be translated shall release the Company from
any liability whatsoever.
13.4 The intended use of the translation shall always be agreed and stated. It is understood that the translated work is
for the exclusive use by the Client in the ordinary course of its business, and will not be published or otherwise
distributed for profit without obtaining prior agreement from the Company. Furthermore, it is understood that the
translated work will not form the substance of any legal agreement without prior review by a competent professional in
the country of intended use.
13.5 Where a Client has specified a particular use for translation Work and subsequently desires to use the
translation for a purpose other than that for which it was originally supplied, the Client must obtain confirmation from
the Company that the translation is suitable for the new purpose. The Company accepts no liability where a
translation is used for a purpose other than that for which it was originally supplied and reserves its right to make a
further charge for any amendments necessitated by the use of a translation for a new purpose.
13.6 Where the contract for work provides proofs or texts to be submitted to the Client for approval, the Company
shall not be liable for any errors not corrected by the Client or any amendments or modification made by the Client in
the proofs or texts so submitted.
13.7 The Company may decline to translate a text or charge more if it is hand-written or has poor legibility.
14 INTERPRETING SERVICES
14.1 This Clause shall apply exclusively to the provision of interpreting facilities by the Company and Clauses 1-12
above shall also apply save to the extent that they are inconsistent with any provisions of this Clause when the
provisions of this Clause shall prevail.
14.2 Documentation and relevant reference materials should be supplied to the Company as early as possible and in
any event to arrive not less than 48 hours before the start of the assignment so that the interpreters have time to
familiarize themselves with the specific terminology needed. No complaints regarding the quality of interpreting will be
entertained by the Company if these materials are not made available.
14.3 Overnight accommodation for the interpreter shall be provided where:
(i) in line with terms agreed upon acceptance of assignment the interpreter would be unable to return to his/her home
by 10.30pm after completion of that day’s services; and
(ii) the services are required on the following day.
The cost of such overnight accommodation, together with subsistence and travelling expenses, shall be met by the
Client. Where a Client provides accommodation and meals for an interpreter, no Per Diem charge will be made nor
will travelling expenses of an interpreter be charged to the Client if the Client supplies the relevant air/train tickets to
the Company in advance. Where transport is not provided by the Client, the Client will be responsible for all travelling,
overnight and subsistence expenses reasonably incurred by the interpreter(s). Where travelling, overnight
accommodation and subsistence expenses are to be paid by the interpreter, the Company reserves the right to
require advance payment of such expenses from the Client as a condition of providing the Services. Time engaged in
travelling and waiting will be chargeable at a rate confirmed upon acceptance of the assignment.
14.4 Following receipt of a written booking confirmation, if for any reason the Client cancels the assignment,
cancellation charges will be payable as follows unless otherwise agreed between the Client and the Company.
Should the Company receive written confirmation of cancellation from the Client on the day of assignment or one working
day prior to the day of assignment, then 100% of the relevant fees will be payable, including working days,
agreed non-working days (e.g. for travel) and/or agreed preparation days.
If the Company is informed in writing of the cancellation before one working day but
less than eight working days prior to the assignment date then a 50% cancellation charge will be levied. Should an assignment
booking be cancelled more than 7 working days prior to the assignment date then a 30% charge will be levied.
14.5 In the event of sickness or injury of an interpreter prior to or during an assignment, the Company will use its best
endeavour to find a replacement interpreter but no liability is accepted by the Company for failing to do so.
(Revised on 9 August 2007)