1.1 This document sets out the standard terms under which Danae Hosek-Ugolini of DZM Translate Limited undertakes translation and related work for her clients.
1.2 DZM Translate Limited is a limited company incorporated in England and Wales with registered number 08691012. Further information about Danae Hosek-Ugolini and DZM Translate Limited can be found at www.dzmtranslate.com.
2. Scope of instructions and definitions
2.1 Engagement Letter. On receiving your initial instructions, I will write to you to record the main elements of our relationship (the “Engagement Letter“). I will inform you at the time of any substantive changes with may later arise.
2.2 Definitions. In these DZM Terms of Business:
The “Client” is the person(s) or corporate entity that places a Commission;
The “Translator” (I/me/my)” is Danae Hosek-Ugolini, the translator who accepts the commission;
The “Commission(s)” is the instruction(s) from the Client to the Translator to perform the Services;
The “Translation” is the document delivered by the Translator following the performance of the Services;
The terms “Services” has the meaning given to it in the Engagement Letter and may include translation, revising/editing translations, proofreading or any other similar or associated work;
The terms “Completion Date“, “Fee“, “Purpose” have the meaning given to them in the Engagement Letter.
2.3 Purpose. These DZM Terms of Business are intended (a) as a basis for executing Commissions and will be included in the Engagement Letter sent to the Client and (b) to form the basis of a good working relationship between Clients and myself as Translator.
3.1 Services. The Translator, as an independent contractor, shall provide the Services. Nothing contained or implied in these DZM Terms of Business or the Engagement Letter shall create a relationship of employer-employee between the Translator and the Client, nor does it create a joint-venture, partnership or similar relationship. The Translator is free from direction and control over the means and manner of providing the Services, subject only to the rights of the Client to specify the desired results.
3.2 Completion Date. The date to complete the Services will be the Completion Date. The Completion Date shall be binding only when I have had full sight of the material to be translated. It may be subject to alteration if any amendment is made to the requirements after the Commission has been placed. I shall make every effort to complete the Services by the Completion Date but shall not be responsible for delays in completion caused by events beyond my control, such as a failure in postal or telecommunication services or force majeure (see Clause 10.4 below). 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.
3.3 Format and method of delivery. The format and method of delivery will be set out in the Engagement Letter.
3.4 Intended use of translation. The indented use of the translation commissioned shall always be agreed and stated in the Engagement Letter. The Client shall not use the translation for any other purpose without my permission.
3.5 Acceptance. Having 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.
4. Fees for Services and other charges
4.1 Fees. The Client agrees to pay the Translator the Fee and any Specific Charges. Fees/rates shall be agreed before work is commenced and any estimate based on the Client’s description of the Services shall not be binding until I have submitted a quotation based on full sight of the commission. Fees/rates may be varied after work has commenced if it emerges that not all the relevant information has been provided and/or if there are any changes to the requirements. The basis on which fees are calculated shall be agreed before work commences and set-out in the Engagement Letter, as shall the charges to be made for any special requirements (e.g. special delivery, courier charges). The Translator’s Fee, charges, and terms of delivery may be adjusted by mutual agreement in writing.
4.2 Additional Fees. Additional fees or costs may be payable in the circumstances set out below:
(i) Investigation, inquiry or research beyond that normal to a routine translation is required because of ambiguities in the items to be translated;
(ii) The text to be translated contains inconsistent text, is a poorly legible copy, or has a complicated layout or presentation;
(iii) A certification of accuracy is required;
(iv) The Translator has to priorities the Commission or has to work outside normal business hours;
(v) Additional services are required because the Client makes changes in the items to be translated after the date of the Engagement Letter;
(vi) The Translator is requested to make changes in the translation after delivering the Translation to the Client because of the Client’s preferences as to style or vocabulary and such changes are not required for accuracy;
(vii) Out of pocket expenses are incurred by the Translator that are not a normal part of routine translation procedure, such as overnight document delivery services requested by the Client, long distance telephone expenses to clarify documents’ ambiguity…
I will inform the Client in writing in the Engagement Letter or in subsequent communications if any of the above arises and obtain the approval of the Client before incurring these.
4.3 Disbursements. There may be expenses incurred on the Client’s behalf such as courier charges, copying, printing and communication charges which will be billed to you (together with VAT where appropriate). I will not incur any substantial disbursements without the Client’s prior agreement.
4.4 Bills. I will render bills at times to be agreed with the Client. I may render separate bills for disbursements. In the case of long commissions, I may require payment in installments.
4.5 Payment of fees. All bills are payable on presentation and I ask that they are paid within thirty (30) days of the date of my invoice in the currency of the bill.
4.6 Late Payment. If my bill is not paid in full within thirty (30) days, I reserve the right to charge interest on the outstanding amount due from the date on which they first become due until they are paid in full at the statutory rate applicable to judgment debts, which is currently 8% per annum (Late Payment of Commercial Debts Regulations 2013). The Client agrees to be responsible for my costs in collecting late payments due from the Client, including reasonable legal fees. If fees and disbursements are not paid when requested, I reserve the right to decline to act any further on any other Commissions in respect of which you have instructed me. When I have notified you that an interim payment is overdue I shall have the right to stop work on the task in hand until the outstanding payment is made or other terms agreed, without prejudice to any sums due and without any liability whatsoever to the Client or any third party.
4.7 Details for payment. All payments of my bills should be sent to me by cheque or should be sent to Barclays Bank, London, Sort Code: XX-XX-XX; Account No: XXXXXXXX; Account Holder: DZM Translate Limited; SWIFTBIC Code: BARCGBXX; IBAN GBXX BARC XXXX XXXX XXXXXX.
4.8 Payment of fees by others. Where a third party has confirmed to me that they will be responsible for my fees and disbursements, I will look to the third party for payment. However, where the third party does not pay any amount due to me, I reserve the right to look to you to do so. Even in a situation where another party agrees to pay, or is ordered to pay, your costs, you are primarily liable for all our fees and disbursements as they become due. Payment of a bill cannot ordinarily be postponed on the basis that it is likely to be paid or should be paid by another person.
5. Cancellation or withdrawal by the Client, termination
5.1 Cancellation. The Client has the right to cancel the commission for the Services at any time. Cancellation fees will apply if a commission is cancelled after work has commenced as set-out below.
5.2 Cancellation fees. If the Client cancels or withdraws any of the documents to be translated as part of a placed Commission prior to the Translator’s completion of the Services, then, in consideration of the Translator’s scheduling and/or performing all or part of the Services in respect of such documents, the Client shall be liable to pay the Translator the portion of the Fee represented by the percentage of the total Services performed until to the notice of cancellation and for all other costs and expenses which may accrue as a result of such cancellation, but in any event not less than fifty (50%) of the Fee.
5.3 Insolvency of Client. 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 the contract in respect to the Services.
6. Client’s review of translation
6.1 Revisions. Upon receipt of the translation from the Translator, the Client shall promptly review it and, within fourteen (14) days after receipt shall notify the Translator of any requested corrections or changes. The Translator shall correct, at no cost to the Client, any errors made by the Translator. If the Translator retains the copyright in a translation, or if the Translator is asked to deliver a certificate of accuracy, no amendment or alteration may be made to a translation without the Translator’s written acceptance of such amendment or alteration.
6.2 Changes by others. The Translator shall have no responsibility whatsoever as to any changes in a Translation made by third parties.
7.1 Translator’s obligation of Confidentiality. All knowledge and information expressly identified by the Client in writing as confidential which I acquire while performing the Services regarding the business and products of the Client shall be maintained in confidentiality by me and, except as expressly authorised by the Client in writing, shall not be divulged or published by me and shall not be authorised by me to be divulged or published by others.
7.2 Exceptions. Confidential information for purposes of this Clause shall not include the following:
(a) Information which is or becomes available to the general public provided the disclosure of such information did not result from a breach by me of this Clause; and
(b) Terminological glossary entries compiled by me in the course of my performance of the Services under the Commission.
7.3 Copies. All papers, documents and correspondence, whether in hard copy or electronic form, which I prepare or receive in the course of my services, shall belong to me, except for any original papers and documents provided to me by you. Any copies I make of documents belonging to the Client shall belong to me. I shall not make copies in addition to those required in the normal conduct of business and copies shall be for internal use only. Such copies may be retained as are required for professional indemnity insurance.
7.4 Third parties. I shall ensure that the above obligation of confidentiality is made known to any third parties (typists, checkers, proofreaders etc) I shall employ. When necessary, I shall consult with colleagues about problems of terminology and other linguistic matters, but I shall ensure in all cases that there is no disclosure of confidential material.
7.5 Electronic communication. My external e-mail is transmitted through the internet and it is not encrypted. Accordingly, its security and confidentiality cannot be guaranteed. Further, the operation of the internet cannot guarantee that an e-mail sent by the Client to me will actually reach me or its intended recipient. Similarly, I cannot guarantee that my e-mail will reach the Client. The Client should seek confirmation of safe receipt of urgent or sensitive e-mail by contacting me by telephone. Unless the Client instructs me otherwise, the Client agrees that we may correspond by e-mail and the Client accepts that such communications may not be secure or confidential and that they may not necessarily reach their intended recipient and that I cannot accept responsibility for any loss which the Client may suffer as a result of the use of e-mail for communication. The contents of any email sent to the Client are subject to these DZM Terms of Business. Although I regularly carry out virus checks on my computer systems and on data and communications received electronically, we advise you to carry out your own virus checks on all your systems, data and communications (whether in the form of computer disc, email, internet or otherwise). I accept no responsibility for viruses which may enter the Client’s system or data by these or other means.
7.6 Client’s obligation of Confidentiality. The Client shall not disclose to third parties any information relating to me or my business (e.g. fees, working methods, contact details of individuals (e.g. typists / proofreaders) executing work for me) without my permission.
8. Intellectual Property and copyright
8.1 Principle. Upon the Client’s completion of all the payments due to me in connection with the Services, the Translation shall be the property of the Client. Until such time, the copyright shall be owned by me. I have no obligation to take any steps to protect any copyright, trademark or other right of the Client with respect to the translation, except as may be expressly otherwise agreed in the Engagement Letter. Notwithstanding the above, I shall have the right to retain file copies of the documents to be translated and their translation in accordance with Clause 7.3 above.
8.2 Original text copyrights and translation rights. If the document to be translated is protected by copyright, I shall only accept the Commission on the understanding that the Client (i) has obtained the translation rights or (ii) will be using the translation only for private study. The Client shall hold the Translator harmless from any claim for infringement of copyright and/or translation rights and also from any legal action which may arise from the contents of the original.
8.3 Publications of Translations. If I assign copyright to the Client pursuant to Clause 8.1 above and the Translation is subsequently published, I expect the Client to acknowledge my work in the same way as for others involved in the publication, unless otherwise agreed. If my translation is in any way amended or altered without my written permission, I shall not be in any way liable for the amendments or their consequences. If I retain copyright, unless otherwise agreed in writing, any published text of the Translation shall carry the statement © [English][French] text Danae Hosek-Ugolini ([Year date]) as appropriate to the particular case.
9. Indemnification and hold-harmless by the Client
The Client agrees to indemnify and hold the Translator harmless from any and all losses, claims, damages, expenses or liabilities (including reasonable legal fees) which the Translator may incur based on information, representations, reports, data or product specifications furnished, prepared or approved by the Client for use by the Translator in connection with the Services.
10.1 Non-Exclusivity. I may perform services for other customers, persons, or companies during the term of the Commission.
10.2 Communications. The Client may provide any notice to me by letter (Danae Hosek-Ugolini, DZM Translate Limited, ℅ [provided separately]) or by email (email@example.com).
10.3 Amendments. Any amendment, change or modification to the Engagement Letter or to these DZM Terms of Business must be made in writing and signed by me.
10.4 Force majeure. In the event of me being unable to complete the Services by the Completion Date as a result of force majeure (i.e. fire, storm, tempest, flood or any other natural disaster, industrial dispute, civil commotion, acts of war, terrorism or any other situation beyond my control), I shall notify the Client of the circumstances, which shall entitle the Client and me to withdraw from the contract for the work. The Client shall pay me for any work completed in accordance with Clause 5.2 above and I shall use my best endeavours to assist the Client to place the work elsewhere or take some other remedial action.
10.5 Rights of third parties. Unless expressly stated otherwise, nothing in these standard terms of business confers any rights on any person pursuant to the Contracts (Rights of Third Parties) Act 1999.
11.1 Quality assurance. I shall carry out the translation with all reasonable skill and care I shall endeavour to ensure that the translation is suitable for its Purpose and target readership.
11.2 Concerns on services or bills. If the Client is unhappy about any aspect of the Services or about any bill I render, please address your concerns to me. Any complaint by the Client about my work shall be submitted to me within 14 days of completion of the Services or of receipt of the disputed invoice.
11.3 Complaint on quality of Translation. If in the Client’s substantiated opinion, I have delivered substandard Services in relation to the project specifications, the Client must inform me in writing within fourteen (14) business days and give me reasonable time to bring the work up to the required standard.
12. Governing law, jurisdiction and complaints
12.1 Applicable law. These DZM Terms of Business and any non-contractual obligations arising form or in connection with them are subject to and are to be construed in accordance with English law.
12.2 Jurisdiction. Subject to sub-paragraph 11.3 below, by commissioning me and/or the Client’s express acceptance of these DZM Terms of Business, the Client agrees that, for my benefit, the courts of England and Wales shall have exclusive jurisdiction to determine any dispute or difference arising between the Client and me, save that I may at my option bring a claim against the Client in any other court of competent jurisdiction.
12.3. Dispute resolution. At my option, if a dispute cannot be resolved between the Client and me the matter shall first be referred to the Chartered Institute of Linguists for arbitration. Any dispute about the quality of my translation shall be submitted to the Chartered Institute of Linguists for independent assessment.