1.1. In these Conditions:
1.2. “Client” means the individual or corporate body who accepts a quotation from ABC for a translation or whose commission for Translation is accepted by ABC.
1.3. “ABC” means Phoenix Group Consulting Limited trading as ABC Translations of Unit 4, Elm Business Units, 67 Chartwell Road, Lancing, West Sussex BN15 8FD.
1.4. “Conditions” means the standard terms and conditions for Translation set out in this document and includes any special terms and conditions agreed in writing between the Client and ABC.
1.5. “Translation” means the translating and or interpreting and or voice-overs and or sub-titling and or typesetting and or other associated services which ABC is to supply to the Client in accordance with these Conditions.
1.6. “Contract” means the contract for the supply of Translation.
1.7. “Writing” includes telex cable facsimile transmission and comparable means of communication.
1.8. The headings in these conditions are for convenience only and shall not affect their interpretation.
1.9. Unless the context otherwise requires words importing one gender include all other genders and words incorporating the singular include the plural and vice versa.
2.1. ABC shall provide and the Client shall commission the Translation in accordance with any written quotation of ABC accepted by the Client or any written commission by the Client accepted by ABC subject in either case to these Conditions which shall govern the Contract to the exclusion of any other terms and conditions subject to which any quotation is accepted or purported to be accepted or any such commission is made or purported to be made by the Client.
2.2. No variation to those Conditions shall be binding unless agreed in writing between the authorised representatives of the Client and ABC.
2.3. Any advice or recommendation given by ABC or its employees or agents to the Client as to the application or use of the Translation which is not confirmed in writing by ABC is followed or acted upon entirely at the Client’s own risk and accordingly ABC shall not be liable for any such advice or recommendation which is not so confirmed.
2.4. Any typographical clerical or other error or omission in any sales literature quotation price list acceptance of offer invoice or information issued by ABC shall be subject to correction without any liability on the part of ABC.
3.1. No commission submitted by the Client shall be deemed to be accepted by ABC unless and until confirmed in writing by ABC’s authorised representative.
3.2. When commissioning a Translation the Client shall clearly indicate the intended purpose of the Translation whether it is required for:
3.2.1. Information only or
3.2.2. Publication and advertising or
3.2.3. Legal purposes or patent proceedings or
3.2.4. Any other purpose where the particular rendering of the Translation is liable to be of consequence.
3.3. Where the intended purpose of the Translation is not disclosed by the Client to ABC ABC shall execute the Translation to the best of its judgement in accordance with one of the purposes specified in Clause 3.2 as if such a purpose had been disclosed by the Client. ABC shall indicate the purpose for which the Translation is supplied and determine the fee chargeable accordingly.
3.4. Should the Client desire to use the Translation for a purpose other than that for which it was originally supplied the Client shall first obtain confirmation from ABC that the Translation is suitable for the new purpose. If the translation requires amendment and or adaption to suit the new purpose ABC reserves the right to charge an additional fee for so doing.
3.5. If the Client uses the Translation for a purpose other than that for which it was supplied without recourse to ABC as provided in Clause 3.4 hereof such action is undertaken entirely at the Client’s own risk and accordingly ABC shall not be liable to the Client for any compensation arising out of such action. The client shall be liable to indemnify ABC for any and all losses of goodwill or otherwise thus caused.
3.6. If material is presented for Translation ABC shall raise any ambiguities contained in that material with the Client. If the Client does not consider and if necessary rectify such ambiguities prior to publication and or other use of the Translation ABC cannot accept any liability whatsoever. ABC accepts no liability for the consequence of any ambiguity not raised to or by ABC.
3.7. Typewritten Translations should be proofread by a native speaker other than the original translator prior to publication and after typesetting and or printing. If ABC is required to provide proofreading services it shall be entitled to make an additional charge in accordance with the appropriate scale of fees in force. ABC accepts no liability whatsoever for a Translation which is not proofread as provided by this clause.
4.1. The fee payable for the Translation shall be determined in accordance with the appropriate scale of charges applicable to the particular type of Translation required by the Client.
4.2. Where appropriate the material for Translation should be supplied to ABC to enable a quotation to be prepared. Where a quotation has been prepared by ABC on the basis of the Client’s description of the material for Translation without sight of the material this will be subject to confirmation and if necessary alteration at ABC’s discretion.
4.3. Additional fees shall be levied by ABC in accordance with the appropriate scale of charges for the performance of any or all of the following:
4.3.1. Sending of facsimile messages overseas.
4.3.2. Adaption and or amendment of Translations previously supplied by ABC to suit a new purpose.
4.3.3. Proofreading of Translations prepared by ABC by a native-speaker other than the original translator.
4.3.4. Preparing and sending additional copies in any form of the Translation to the Client.
4.3.5. Assignment of copyright in accordance with the provisions of Clause 7.2 hereof.
5.1. Subject to any special terms agreed in writing between the Client and ABC ABC shall be entitled to invoice the Client for the fee for the Translation on or at any time after the supply of the Translation to the Client or if the Translation is to be collected by the Client at any time after ABC has notified the Client that the Translation is ready for collection.
5.3. If a Translation takes longer than one month to complete ABC shall be entitled to invoice the Client at monthly intervals for such part of the total fee chargeable for the completed Translation as ABC in its absolute discretion thinks fit.
5.4. The Client shall pay the fees without any deduction within 30 days of the date of ABC’s invoice. Receipts for payment shall be issued only on request.
5.5. If the Client fails to make payment on the due date then without prejudice to any other right or remedy available to ABC ABC shall be entitled to charge the Client interest (both before and after any judgment) on the amount unpaid at the rate of 8.5% per annum for each outstanding day until payment in full is made and shall be entitled to abandon any Translation in hand without prejudice to any rights or remedies of ABC whatsoever. In line with the Late Payment of Commercial Debts (Interest) Act 1998 as amended and supplemented by the Late Payment of Commercial Debt Regulations 2002 and 2013 ABC reserves the right to charge Compensation dependent on the size of the unpaid debt.
6.1. The Client shall give a clear indication to ABC of delivery requirements when submitting any material for Translation. ABC shall use its best endeavour to meet the Client’s requirements. ABC shall not be liable for any delay in delivery howsoever caused subject to the provisions of Clause 6.2 hereof. Time for delivery shall not be of the essence unless previously agreed by ABC in writing.
6.2. Where a delivery date is a material part of a commission accepted by ABC this shall be disclosed by the Client in advance and time for delivery shall not be of the essence until ABC agrees in writing.
6.3. Where time is of the essence as provided by Clause 6.2 hereof ABC reserves the right to suspend its normal scale of charges and charge at an additional rate when accepting a commission and may insist on special payment arrangements for the collection and delivery of such a Translation.
6.4. Where time is of the essence as provided by Clause 6.2 hereof and if ABC fails to supply a Translation on or before the agreed delivery date or if appropriate agreed delivery time the Client shall be entitled to a refund in full or in part as may be agreed between ABC and the Client and ABC shall be entitled to require the immediate return of the Translation in full or in part as is appropriate to the circumstances of the case.
7.1. ABC accepts a commission from the Client on the understanding that the Client holds the Translation rights to the original material or will be using the Translation only for the purposes of study. The Client undertakes to keep ABC fully indemnified against any and all claims actions proceedings costs and damages for infringement of copyright and or Translation rights.
7.2. In the absence of specific written agreement to the contrary copyright in Translations the intended purpose of which is publication and sale on the open market remains the property of the translator. Where this purpose is disclosed by the Client it is agreed that the Client shall be granted a licence to publish the Translation on a single occasion in consideration of payment of the agreed fee in full. Copyright may be assigned by agreement and on payment of an additional fee in full. Copyright in any incomplete Translation remains the property of the translator unless otherwise agreed in writing.
7.3. Copyright in and rights to amend Translations the sole intended purpose of which is advertising and or promotional material will automatically be transferred to the Client on payment of the fee in full.
7.4. Unless otherwise agreed in writing by ABC where copyright is retained by the translator all publications and copies of the Translation shall carry the following copyright notice © (English etc) text (Translator’s name) 201x as is appropriate in the circumstances.
8.1. ABC shall not be liable to the Client or be deemed to be in breach of contract by reason of any delay in performing or any failure to perform any of ABC’s obligations in relation to the Translation if the delay or failure was due to any cause beyond ABC’s reasonable control. Without prejudice to the generality of the foregoing the following shall be regarded as causes beyond ABC’s reasonable control:
8.1.1. Act of God explosion flood tempest fire or accident.
8.1.2. War or threat of war sabotage insurrection civil disturbance or requisition.
8.1.3. Acts restrictions regulations bylaws prohibitions or measures of any kind on the part of any governmental or parliamentary or local authority.
8.1.4. Strikes lockouts or other industrial actions or trade disputes.
8.2. In such circumstances ABC shall notify the Client without delay and both ABC and the Client shall be entitled to withdraw from the Translation but in any event the Client undertakes to pay ABC all charges rendered for work already undertaken whether or not completed unless ABC agrees in writing to the contrary.
8.3. In such circumstances ABC will assist the Client to the best of ABC’s ability in placing the Translation elsewhere.
9.1. Any claim by the Client which is based upon any defect in the quality of the Translation or its failure to correspond with the specification shall be notified to ABC within 7 days from the date of supply of the Translation. If the Client does not notify ABC as provided by this clause the Client shall not be entitled to reject the Translation and ABC shall have no liability for such defect or failure and the Client shall be bound to pay the fee as if the Translation had been supplied in accordance with the Contract.
9.2. Where any claim in respect of any translation which is based upon any defect in the quality of the Translation or in its failure to meet the specification is notified to ABC in accordance with these Conditions ABC shall be entitled to provide a replacement Translation free of charge or at ABC’s discretion to refund the fee for the Translation in whole or in part but ABC shall have no further liability to the Client.
9.3. ABC shall not be liable to the Client for any consequential loss or damage costs or expenses or other claims for consequential compensation whatsoever which arise out of or in connection with the supply of the Translation or its use or publication by the Client expect as expressly provided in these Conditions.
10.1. No waiver by ABC of any breach of the Contract by the Client shall be considered as a waiver of any subsequent breach of the same or any other provision.
10.2. The contract shall be governed by the laws of England and Wales.