These Terms of Business are issued by Delaina Haslam, trading as D Haslam Translation, and are the basis on which I execute translation, editing and related work.
1. Code of Professional Conduct
I am an Associate Member of the Chartered Institute of Linguists, a Career Affiliate Member of the Institute of Translation and Interpreting, and a member of the Society for Editors and Proofreaders. Membership of these professional bodies requires the meeting of stringent admissions criteria and, once admitted, members are governed by a Code of Professional Conduct, copies of which are available on request. The bodies will investigate any complaints relating to alleged breaches of the Code(s). They are not, however, involved in the agreement between Translator/Editor and Client.
2. Applicable law
These Terms of Business shall be interpreted in accordance with English law, to which both Client and Translator/Editor agree to submit in the event of any dispute.
3. Definitions
In these Terms of Business:
a) the Client is the commissioning person or corporate body;
b) the Translator/Editor (I/me/my) is the practitioner who accepts the Commission;
c) the Commission is the assignment or work placed with the Translator/Editor by the Client and may comprise translation, abstracting, revising/editing translations, proofreading or any other similar or associated work;
d) the Source Material is the text or other medium provided by the Client which contains a communication that must be translated, and may comprise text, sound and/or images;
e) the Translation is the commissioned work produced by the Translator/Editor;
f) a Third Party is any party who is not party to the agreement between Client and Translator/Editor;
g) the Requirements shall include the required layout, software, deadlines, target language, purpose of the Translation or related work (e.g. whether for publication, information only etc.), method of delivery, any special terminology to be used, whether proofreading/checking will be done by the Client etc.;
h) an Estimate is a non-binding, approximated figure of the potential Fee, which may be given early on in negotiation;
i) a Quotation is a fixed Commission Fee figure as per the information available at the time, and should the information change, the Quotation may be altered (see Section 5); and
j) a Fee is the amount of money to be paid by the Client to the Translator/Editor for a Commission, the amount of which is agreed in advance but which may be subject to change (see 5.7).
4. Agreement
4.1 A Commission becomes binding once: a) the Translator/Editor has agreed based on viewing the Source Material and Requirements; and
b) the Client has signed a cover sheet provided by the Translator/Editor.
4.2 With regard to my other commitments, I shall not be obliged to accept a Commission if the Client asking for a quotation fails to place the work within 14 days of receipt of the Quotation.
5. Fees, Quotations & Estimates
5.1 No Quotation shall be fixed until I have been provided with a copy of the Source Material with clear and complete instructions on Requirements from the Client.
5.2 Any Fee agreed for a Commission which is found to present latent special difficulties of which neither party could be reasonably aware at the time of offer and acceptance shall be renegotiated, provided the circumstances are made known to the other party as soon as is reasonably practical.
5.3 Any Estimate shall not be contractually binding, but given for guidance only.
5.4 Subject to clause 5.2 above, a binding Quotation shall remain valid for a period of 30 days from the date on which it is given, after which time it may be subject to revision.
5.5 Costs of delivery of the Commission shall normally be borne by me. Where delivery required by the Client involves expenditure greater than the cost normally incurred for delivery (for example, courier or special/recorded delivery), the additional cost shall be chargeable to the Client.
5.6 Other supplementary charges shall be agreed in advance, for example those arising from:
6. Delivery
6.1 Agreed delivery date only becomes binding once I have seen all of the Source Material to be translated and have received full instructions on Requirements from the Client.
6.2 Unless otherwise agreed, I shall dispatch the Commission in such a way that the Client receives it not later than normal close of business on the agreed delivery date: AM shall refer to before 12pm GMT; and PM shall refer to between 12 and 6pm GMT.
7. Copyright and Translation Rights
7.1 Copyright of Source Material
7.1.1 I accept a Commission from a Client on the understanding that performance of the task will not infringe any Third Party rights. Accordingly, the Client warrants that:
a) The Client has full right and authority to enter into this agreement, having acquired the right and licence to translate and publish the Source Material; and
b) The Source Material does not infringe the copyright or any other right of any person.
7.1.2 The Client shall indemnify me as Translator/Editor against any loss, injury or damage (including legal costs and expenses and compensation paid by me to compromise or settle any claim) that I may suffer as a consequence of any breach or alleged breach of any of the above warranties or as a consequence of any claim that the Source Material contains anything objectionable, libellous, blasphemous or obscene or which constitutes an infringement of copyright or of any other rights of any Third Party.
7.2 Copyright in Translations
7.2.1 In the absence of a specific written agreement to the contrary, copyright in the Translation remains the property of the Translator/Editor.
7.2.2 In the event that copyright transfers to the Client, this shall occur only on payment of the agreed Fee in full.
7.2.3 Where the Translator/Editor retains copyright, unless otherwise agreed in writing, any published text of the Translation shall carry the following statement: "©English text Delaina Haslam (Year date)" as appropriate to the particular case.
7.2.4 Where copyright is assigned to the Client, on publication the Client shall appropriately acknowledge the Translator/Editor's work in print.
7.2.5 Where a Translation is to be incorporated into a translation memory system or any other corpus, the Translator/Editor shall license use of the Translation for this purpose for an agreed Fee.
7.2.6 If a Translation is altered without my written permission, I shall not be in any way liable for amendments made or their consequences.
7.2.7 The intended use of the Translation shall always be agreed and stated. The Client shall not use the Translation for any other purpose without my permission.
8. Payment
8.1 Unless otherwise agreed, payment shall be within 30 days of receipt of the invoice from the Translator/Editor by the method of payment specified.
8.2 Long Commissions may require an initial payment and periodic partial payments on terms to be agreed. A rough estimation of “long” is 20,000+ words, but this may vary according to text type and difficulty.
8.3 Where delivery is in instalments and notice has been given that interim payment is overdue, I retain the right to stop working on the Commission until the outstanding payment is made or other terms agreed.
8.4 Late payments shall automatically bear interest at the rate of 3% above the Bank of England Base Rate (or such rate as is determined by statute, the latter prevailing) on a daily basis from the date on which they first become due until they are paid in full, as per the Late Payment of Commercial Debts Regulations 2013.
9. Cancellation
9.1 If a Commission is 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 clause 9.4, pay the Translator/Editor the full Fee unless otherwise agreed in advance.
9.2 The work completed up to the receipt of written confirmation from the Client of 9.1 shall be made available to the Client.
9.3 If a Client goes into liquidation (other than voluntary liquidation for purposes of reconstruction), or has a receiver appointed or becomes insolvent, bankrupt or enters into any arrangement with creditors, the Translator/Editor shall have the right to terminate an agreement.
9.4 Neither the Translator/Editor 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.
9.5 The Translator/Editor shall notify the Client as soon as is reasonably practical of any circumstances likely to prejudice the Translator/Editor's ability to comply with the terms of the Client's Commission, and assist the Client as far as is reasonably practical to identify an alternative solution.
10. Confidentiality and Safekeeping of Documents
10.1 Documents supplied by the Client to the Translator/Editor will not be deemed confidential unless this is expressly stated by the Client.
10.2 However, I shall at all times exercise due discretion in respect of disclosure to any Third Party of any information contained in the Client's Source Material or Translations thereof without the express authorisation of the Client.
10.3 Notwithstanding clause 10.2, the parties agree that a Third Party may be consulted over specific translation terminology queries in relation to the Source Material.
10.4 I shall be responsible for the safe-keeping of the Client's Source Material and copies of Translations, and shall, where necessary, ensure their secure disposal.
11. Responsibility and Liability
I shall carry out the Commission with all reasonable skill and care and in accordance with the Codes of Professional Conduct of the Chartered Institute of Linguists and the Institute of Translation and Interpreting. I shall endeavour to ensure that the Commission is suitable for its agreed purpose and target readership.
12. Complaints and Disputes
Any complaint by the Client about a completed Commission must be submitted to me within 14 days of receipt of the work.
I am an Associate Member of the Chartered Institute of Linguists, a Career Affiliate Member of the Institute of Translation and Interpreting, and a member of the Society for Editors and Proofreaders. Membership of these professional bodies requires the meeting of stringent admissions criteria and, once admitted, members are governed by a Code of Professional Conduct, copies of which are available on request. The bodies will investigate any complaints relating to alleged breaches of the Code(s). They are not, however, involved in the agreement between Translator/Editor and Client.
2. Applicable law
These Terms of Business shall be interpreted in accordance with English law, to which both Client and Translator/Editor agree to submit in the event of any dispute.
3. Definitions
In these Terms of Business:
a) the Client is the commissioning person or corporate body;
b) the Translator/Editor (I/me/my) is the practitioner who accepts the Commission;
c) the Commission is the assignment or work placed with the Translator/Editor by the Client and may comprise translation, abstracting, revising/editing translations, proofreading or any other similar or associated work;
d) the Source Material is the text or other medium provided by the Client which contains a communication that must be translated, and may comprise text, sound and/or images;
e) the Translation is the commissioned work produced by the Translator/Editor;
f) a Third Party is any party who is not party to the agreement between Client and Translator/Editor;
g) the Requirements shall include the required layout, software, deadlines, target language, purpose of the Translation or related work (e.g. whether for publication, information only etc.), method of delivery, any special terminology to be used, whether proofreading/checking will be done by the Client etc.;
h) an Estimate is a non-binding, approximated figure of the potential Fee, which may be given early on in negotiation;
i) a Quotation is a fixed Commission Fee figure as per the information available at the time, and should the information change, the Quotation may be altered (see Section 5); and
j) a Fee is the amount of money to be paid by the Client to the Translator/Editor for a Commission, the amount of which is agreed in advance but which may be subject to change (see 5.7).
4. Agreement
4.1 A Commission becomes binding once: a) the Translator/Editor has agreed based on viewing the Source Material and Requirements; and
b) the Client has signed a cover sheet provided by the Translator/Editor.
4.2 With regard to my other commitments, I shall not be obliged to accept a Commission if the Client asking for a quotation fails to place the work within 14 days of receipt of the Quotation.
5. Fees, Quotations & Estimates
5.1 No Quotation shall be fixed until I have been provided with a copy of the Source Material with clear and complete instructions on Requirements from the Client.
5.2 Any Fee agreed for a Commission which is found to present latent special difficulties of which neither party could be reasonably aware at the time of offer and acceptance shall be renegotiated, provided the circumstances are made known to the other party as soon as is reasonably practical.
5.3 Any Estimate shall not be contractually binding, but given for guidance only.
5.4 Subject to clause 5.2 above, a binding Quotation shall remain valid for a period of 30 days from the date on which it is given, after which time it may be subject to revision.
5.5 Costs of delivery of the Commission shall normally be borne by me. Where delivery required by the Client involves expenditure greater than the cost normally incurred for delivery (for example, courier or special/recorded delivery), the additional cost shall be chargeable to the Client.
5.6 Other supplementary charges shall be agreed in advance, for example those arising from:
- discontinuous text, complicated layout or other forms of layout or presentation requiring additional time or resources;
- poorly legible copy or poorly legible sound media;
- terminological research;
- 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.
6. Delivery
6.1 Agreed delivery date only becomes binding once I have seen all of the Source Material to be translated and have received full instructions on Requirements from the Client.
6.2 Unless otherwise agreed, I shall dispatch the Commission in such a way that the Client receives it not later than normal close of business on the agreed delivery date: AM shall refer to before 12pm GMT; and PM shall refer to between 12 and 6pm GMT.
7. Copyright and Translation Rights
7.1 Copyright of Source Material
7.1.1 I accept a Commission from a Client on the understanding that performance of the task will not infringe any Third Party rights. Accordingly, the Client warrants that:
a) The Client has full right and authority to enter into this agreement, having acquired the right and licence to translate and publish the Source Material; and
b) The Source Material does not infringe the copyright or any other right of any person.
7.1.2 The Client shall indemnify me as Translator/Editor against any loss, injury or damage (including legal costs and expenses and compensation paid by me to compromise or settle any claim) that I may suffer as a consequence of any breach or alleged breach of any of the above warranties or as a consequence of any claim that the Source Material contains anything objectionable, libellous, blasphemous or obscene or which constitutes an infringement of copyright or of any other rights of any Third Party.
7.2 Copyright in Translations
7.2.1 In the absence of a specific written agreement to the contrary, copyright in the Translation remains the property of the Translator/Editor.
7.2.2 In the event that copyright transfers to the Client, this shall occur only on payment of the agreed Fee in full.
7.2.3 Where the Translator/Editor retains copyright, unless otherwise agreed in writing, any published text of the Translation shall carry the following statement: "©English text Delaina Haslam (Year date)" as appropriate to the particular case.
7.2.4 Where copyright is assigned to the Client, on publication the Client shall appropriately acknowledge the Translator/Editor's work in print.
7.2.5 Where a Translation is to be incorporated into a translation memory system or any other corpus, the Translator/Editor shall license use of the Translation for this purpose for an agreed Fee.
7.2.6 If a Translation is altered without my written permission, I shall not be in any way liable for amendments made or their consequences.
7.2.7 The intended use of the Translation shall always be agreed and stated. The Client shall not use the Translation for any other purpose without my permission.
8. Payment
8.1 Unless otherwise agreed, payment shall be within 30 days of receipt of the invoice from the Translator/Editor by the method of payment specified.
8.2 Long Commissions may require an initial payment and periodic partial payments on terms to be agreed. A rough estimation of “long” is 20,000+ words, but this may vary according to text type and difficulty.
8.3 Where delivery is in instalments and notice has been given that interim payment is overdue, I retain the right to stop working on the Commission until the outstanding payment is made or other terms agreed.
8.4 Late payments shall automatically bear interest at the rate of 3% above the Bank of England Base Rate (or such rate as is determined by statute, the latter prevailing) on a daily basis from the date on which they first become due until they are paid in full, as per the Late Payment of Commercial Debts Regulations 2013.
9. Cancellation
9.1 If a Commission is 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 clause 9.4, pay the Translator/Editor the full Fee unless otherwise agreed in advance.
9.2 The work completed up to the receipt of written confirmation from the Client of 9.1 shall be made available to the Client.
9.3 If a Client goes into liquidation (other than voluntary liquidation for purposes of reconstruction), or has a receiver appointed or becomes insolvent, bankrupt or enters into any arrangement with creditors, the Translator/Editor shall have the right to terminate an agreement.
9.4 Neither the Translator/Editor 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.
9.5 The Translator/Editor shall notify the Client as soon as is reasonably practical of any circumstances likely to prejudice the Translator/Editor's ability to comply with the terms of the Client's Commission, and assist the Client as far as is reasonably practical to identify an alternative solution.
10. Confidentiality and Safekeeping of Documents
10.1 Documents supplied by the Client to the Translator/Editor will not be deemed confidential unless this is expressly stated by the Client.
10.2 However, I shall at all times exercise due discretion in respect of disclosure to any Third Party of any information contained in the Client's Source Material or Translations thereof without the express authorisation of the Client.
10.3 Notwithstanding clause 10.2, the parties agree that a Third Party may be consulted over specific translation terminology queries in relation to the Source Material.
10.4 I shall be responsible for the safe-keeping of the Client's Source Material and copies of Translations, and shall, where necessary, ensure their secure disposal.
11. Responsibility and Liability
I shall carry out the Commission with all reasonable skill and care and in accordance with the Codes of Professional Conduct of the Chartered Institute of Linguists and the Institute of Translation and Interpreting. I shall endeavour to ensure that the Commission is suitable for its agreed purpose and target readership.
12. Complaints and Disputes
Any complaint by the Client about a completed Commission must be submitted to me within 14 days of receipt of the work.
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