Standard Terms & Conditions
These Standard Translation Terms and Conditions are deemed to
apply in all contractual relationships between Centos Translations (hereinafter
the "Provider") and its "Clients" and constitute the whole agreement between the
parties, except where specifically noted and agreed in the Order Confirmation.
All other terms and conditions express or implied by statute or otherwise are
excluded to the fullest extent permitted by law.
1. Services
1.1. Definition: The Services offered to Clients are primarily
those of translation from the specified Source language to the specified Target
language.
1.2. Purpose: It is understood that the translated work is for
the exclusive use of 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not be published, or otherwise distributed for profit without obtaining prior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 Provider. 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.
2. Document Ownership and Confidentiality
2.1. Any original documentation provided by the Client shall
belong to the Client or shall be provided under licence for the Client's use or
shall be otherwise lawfully available for the Client's possession, use and
reproduction.
2.2. The client warrants that any original documentation and its
use by the Provider for the purpose of providing the Translation or Other
Services will not infringe the copyright or other rights of any third party, and
the Client shall indemnify the Provider against any loss, damages, cost,
expenses or other claims arising from any such infringement.
2.3. Any original documentation or information provided by the
Client as confidential, as well as any translated work, shall be kept
confidential by the Provider. But the foregoing shall not apply to any
documentation, data or other information that are public knowledge at the time
when they are so provided by either party, and shall cease to apply if at any
future time they become public knowledge through no fault of the Provider.
2.4. Translation Ownership: Upon Client's completion of all
payments agreed, the translation shall be the property of the Client. The
Provider has no obligation to take any steps to protect any copyright, except as
may be expressly otherwise provided. Notwithstanding the foregoing, the Provider
shall have the right to retain file copies of the item(s) to be translated and
of the translation.
2.5. Terminological glossaries and translation memories compiled by
the Provider in the course of the Provider's performance of the translation service(s) belong to the Provider; however, the Client and the Provider may
agree in writing that, upon payment by the Client to the Provider of an
agreed-upon fee, such terminological glossary entries shall be property of the
Client and shall be covered by the confidentiality provisions of this paragraph.
3. Withdrawal or Cancellation
3.1. Withdrawal or cancellation by the Client: If the Client
cancels or withdraws any portion of the item(s) to be translated prior to the
Provider's completion of the service(s), then, in consideration of the
Provider's scheduling and/or performing said services, the Client shall pay the
Provider the portion of the fee agreed for the complete job represented by the
percentage (%) of total service(s) performed, but in any event not less than
fifty per cent (50%) of said fee.
4. Delivery
4.1. The delivery of contracted work will be in the form and at
the time previously agreed.
5. Liability
5.1. The Provider shall have no liability to the Client and the
Client agrees to indemnify and hold the Provider harmless from any and all
losses, claims, damages, expenses, liabilities or other forms of compensation
(including reasonable solicitor's fees) which the Provider may incur based on
information, representations, reports, data or product specifications furnished,
prepared or approved by Client for use by the Provider in the work performed
under this Agreement.
5.2. In all cases the Provider's liability will be limited to any
monies received on account of translation work that is accepted as being
inaccurate, and in no case is any responsibility or liability accepted for any
consequential losses imputed as caused by said inaccuracy.
5.3. The Provider shall have no responsibility whatever as to any
changes in the translation made by persons other than the Provider.
5.4. Force Majeur: The Provider shall have no liability to the
Client or be deemed in breach of the agreement by reason of any delay due to any
case beyond the Provider's reasonable control.
6. Payment Terms
6.1. Methods of Payment: Bank Transfer into UK or EU bank account,
Cheque from UK bank, UK Postal Order, Paypal.
6.2. Additional Fees: Additional fees will be payable in the event
the following services are required: (i) investigation, inquiry or research
beyond that normal to a routine translation is required because of ambiguities
in the item(s) to be translated; (ii) additional services are required because
Client makes changes in the item(s) to be translated after confirmation of the
order; and (iii) the Provider is requested to make changes in the translation
after the delivery of the translation, because of Client's preferences as to
style or vocabulary, and such changes are not required for accuracy.
6.3. Additional Costs: The Client shall reimburse the Provider
for necessary out-of-pocket expenses incurred by the Provider 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, legalisations or services contracted to
third parties, etc.
6.4. Payment Terms: Invoices are generally issued on the day of
project completion. Standard payment terms: within 30 days of date of invoice.
New clients & individuals: Payment is due upon delivery of the job. Once credit
has been established, the payment terms might be extended to 30 days. In all
cases, the due date for payment of fees and costs will be specified in the Order
Confirmation and/or Invoice. The Provider reserves the right to charge interest
under the Late Payment of Commercial Debts (Interest) Act 1998 on invoices which
have not been paid within the due date.
7. Disputes
7.1. Any disagreement with the accuracy of translation or other
services must be advised, in writing, within five (5) working days of delivery.
7.2. Any disputes regarding the accuracy of translation or other
services that cannot be satisfactorily resolved between the parties will be
resolved by arbitration.
8. General
8.1. Any notice required or permitted to be given by either party
to the other under these Standard Terms and Conditions shall be addressed in
writing to the other party at its registered office, its principal place of
business or such other address as may be agreed.
8.2. If any provision of these Standard Terms and Conditions is
held by any competent authority to be invalid or unenforceable in whole or in
part, the validity of the other provisions of the Standard Terms and Conditions
and the remainder of the provision in question shall not be affected.
9. Governing Law
9.1. English law shall apply to the contract, and the Provider
and the Client agree to submit to the jurisdiction of the Courts of England and
Wales.
Advanced acceptance of the proposed services of the Provider will
be deemed acceptance of these Standard Terms and Conditions.
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