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Crystelle Mills-SmithInstitute of Translation and Interpreting

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Terms of Business

The role of the Institute of Translation and Interpreting (ITI)

The Institute of Translation and Interpreting is a professional body of qualified linguists. To be admitted to any of its membership grades, members have to undergo stringent admissions criteria and, once admitted, they are governed by a Code of Professional Conduct, a copy of which is available upon request. The Institute will investigate complaints about any alleged breaches of that Code and as a Member I am bound by it. However, the Institute is not involved in the contract between the Translator and the Client.

2. Applicable law

These Terms of Business shall be interpreted in accordance with English law, to which both the Client and Translator agree to submit in the event of any dispute.

3. Definitions

3.1.  Translator shall mean the party providing a translation in the normal course of business.
Translation task shall mean the preparation of a translation or any other translation-related task such as revising, editing, etc., which calls upon the translation skills of a translator, but not copywriting or adaptation.
3.2 Client shall mean the party commissioning a translation in the normal course of business.
3.3. The source language is the language in which the text to be translated is written.
3.4 The target language is the language into which the text of the commission is to be translated.

4. Fees: (binding) Quotations and (non-binding) Estimates

4.1  In the absence of any specific agreement, the fee to be charged shall be determined by the Translator on the basis of the Client's description of the source material, the purpose of the translation and any instructions given by the Client.
4.2 No fixed quotation shall be given by the Translator until he/she has seen or heard all the source material and has received firm instructions from the Client.
4.3 An estimate shall not be considered contractually binding, but given for guidance or information only.
4.4  Subject to 4.2 above, a binding quotation once given after the Translator has seen or heard all the source material shall remain valid for a period of thirty days from the date on which it was given, after which time it may be subject to revision.
4.5.  Costs of delivery of the translation shall normally be borne by the Translator.
Where delivery requested by the Client involves expenditure greater than the cost normally incurred for delivery, the additional cost shall be chargeable to the Client. If the additional cost is incurred as a result of action or inaction by the Translator, it shall not be borne by the Client, unless otherwise agreed.
4.6.  Other supplementary charges, for example those arising from:

  • discontinuous text, complicated layout or other forms of layout or presentation requiring additional time or resources, and/or
  • poorly legible copy, and/or
  • terminological research, and/or
  • certification, and/or
  • priority work or work outside normal office hours in order to meet the Client's deadline or other requirements, may also be charged.

The nature of such charges shall be agreed in advance.

4.7. If any changes are made in the text or the Client's requirements at any time while the task is in progress, the translator's fee, any applicable supplementary charges and the terms of delivery shall be adjusted in respect of the additional work.

5. Delivery

5.1 Any delivery date or dates agreed between the translator and the Client shall become binding only after the Translator has seen all of the source material to be translated and has received complete instructions from the Client.
5.2 They may be subject to alteration if any amendment is made to the requirements after the commission has been placed.
5.3 The Client undertakes to deliver the commission promptly to the Translator.
5.4 The Client should specify any special style preferences and provide any relevant materials prior to the Translator commencing the work.
5.5 Where reference is made to delivery times as "am" or "pm", am shall mean up to 12 noon, pm shall mean between 12 noon and 5.30pm.

6. Confidentiality and Safe-keeping of the Client's Documents

6.1  No documents for translation shall be deemed to be confidential unless this is expressly stated by the Client.
However the Translator shall at all times exercise due discretion in respect of disclosure to any Third Party of any information contained in the Client's original documents or translations thereof without the express authorisation of the Client.
Nevertheless a third party may be consulted over specific translation terminology queries, provided that there is no disclosure of confidential material.
6.2  The Translator shall be responsible for the safe-keeping of the Client's documents and copies of the translations, and shall ensure their secure disposal.
6.3  If requested to do so by the Client, the Translator shall insure documents in transit from the Translator, at the Client's expense.

7. Copyright in Translations

7.1  In the absence of a specific written agreement to the contrary, copyright in the translation remains the property of the Translator.
The Translator may use and sell or resell any non-confidential translation or any part or record thereof not covered by copyright, the Official Secrets Act, legal professional privilege or public interest immunity.
Where copyright is assigned or licensed (formally in writing as required by § 90 of the Copyright, Designs and Patents Act 1988, to take valid effect in law, or informally without writing but taking valid effect in equity outside the 1988 Act) this shall be effective only on payment of the agreed fee in full.
Copyright in any completed or residual part of a translation shall remain the property of the Translator, and the conditions applicable to assignment of copyright and the grant of a licence to publish shall be as specified above in relation to a completed translation.
7.2  Where the Translator retains the copyright, unless otherwise agreed in writing, any published text of the translation shall carry the following statement: "© (English or other) text (translator's name) (Year date)" as appropriate to the particular case.
7.3  Where the Translator assigns the copyright and the translation is subsequently printed for distribution, the Client shall acknowledge the Translator's work in the same weight and style of type as used for acknowledgement of the printer and/or others involved in production of the finished document, by the following statement: "(English or other) translation by (Translator's name)", as appropriate to the particular case.
7.4  All translations are subject to the Translator's right of integrity.
If a translation is in any way amended or altered without the written permission of the Translator, he/she shall not be in any way liable for amendments made or their consequences.
If the Translator retains the copyright in a translation, or if a translation is to be used for legal purposes, no amendment or alteration may be made to a translation without the Translator's written permission.
The right of integrity may be specifically waived in advance by the Translator in writing.

8. Payment

8.1 Payment in full to the translator shall be effected not later than 30 days from the date of invoice by the method of payment specified.
For long assignments or texts, the Translator may request an initial payment and periodic partial payments on terms to be agreed.
8.2 Settlement of any invoice, part-invoice or other payment shall be made by the due date agreed between the parties.
Interest shall automatically be applied at the rate of 8% per annum over base rate (or such rate as is determined by statute, the latter prevailing) to all overdue sums from the date on which they first become due until they are paid in full.
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.
8.3 Since all work is signed, the service provided by the Translator includes a compulsory review of final copy before printing, failing which a 100% surcharge will apply as the Translator’s name appears in credits.

9. Cancellation and Frustration

9.1  If a translation task is commissioned and subsequently cancelled, reduced in scope or frustrated by an act or omission on the part of the Client or any third party, the Client shall, except in the circumstances described in sub-paragraph 9.3, pay the translator the full contract sum unless otherwise agreed in advance.
The work completed shall be made available to the Client.
9.2  If a Client goes into liquidation (other than voluntary liquidation for the purposes of reconstruction) or has a Receiver appointed or becomes insolvent, bankrupt or enters into any arrangement with creditors the translator shall have the right to terminate a contract.
9.3.  Neither the Translator nor the Client shall be liable to the other or any third party for consequences which are the result of circumstances wholly beyond the control of either party.
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.
9.4  Failure by the Translator to meet agreed order requirements or to provide a translation which is fit for its stated purpose shall entitle the Client to:

  • reduce, with the Translator's consent, the fee payable for work done by a sum equal to the reasonable cost necessary to remedy the deficiencies, and/or
  • cancel any further instalments of work being undertaken by the Translator.

Such entitlement shall only apply after the Translator has been given one opportunity to bring the work up to the required standard. This entitlement shall not apply unless the Translator has been notified in writing of all alleged defects.

9.5.  Any complaint in connection with a translation task shall be notified to the Translator by the Client (or vice-versa) within one month of the date of delivery of the translation.
If the parties are unable to agree, the matter may be referred by the more diligent party to the Arbitration Committee of the Institute of Translation and Interpreting.
Such referral shall be made no later than two months from the date on which the original complaint was made.
9.6  If a dispute cannot be resolved amicably between the parties, or if either party refuses to accept arbitration, the parties shall be subject to the jurisdiction of the Courts of England and Wales.

10. Responsibility and Liability

10.1  The translation task shall be carried out by the Translator using reasonable skill and care and in accordance with the provisions and spirit of the Code of Professional Conduct of the Institute of Translation and Interpreting.
10.2 Time and expense permitting, the Translator shall use his or her best endeavours to do the work to the best of his or her ability, knowledge and belief, and consulting such authorities as are reasonably available to him/her at the time.
10.3 A translation shall be fit for its stated purpose and target readership, and the level of quality specified.
10.4 The liability of the Translator on any grounds whatsoever shall be limited to the invoiced value of the work, except where in connection with any consequences which are reasonably foreseeable:

  • the potential for such liability is expressly notified to the Translator in writing, and
  • such liability is restricted to an agreed limit of cover under the professional indemnity insurance available to translators.