STANDARD CONDITIONS OF SERVICE1 All work carried out by Central Resources (UK) Limited trading as Wordfish Translations (hereinafter referred to as Wordfish) is in accordance with these conditions unless otherwise agreed in writing. 2 In the absence of written instructions to the contrary the work will be translated for information and understanding only which is of a high enough standard for use in general correspondence. A translation for any purpose requiring a higher level of accuracy may be subject to a surcharge.
Should a client wish to use a translation for a purpose other than that for which it was originally supplied the client shall obtain confirmation from Wordfish that the translation is suitable for the intended new purpose. Wordfish reserves the right to amend and adapt the previously supplied translation, if necessary, for the new purpose and for which a further charge will be made. No liability will be accepted for any translation used for a purpose not disclosed to Wordfish on submission of the work for translation. The client shall indemnify Wordfish against any loss in goodwill or otherwise arising from a use of the translation which is not to the purpose for which it was originally supplied.
Whilst Wordfish undertakes to use its best endeavours to produce an accurate and idiomatic translation of the client’s original text, a translation may read differently from the original writing. It is essential that material required for advertising or promotional purposes is checked by the client’s agent, affiliate or representative in the target country. No liability will be accepted by Wordfish for any lack of advertising or sales impact or loss resulting therefrom. When a translation is to be typeset it is necessary that the proofreading is carried out by a competent linguist. This can be arranged at a nominal cost. In the case of translations of complex technical information, including but not limited to legal, pharmaceutical or scientific documents it is the client’s sole responsibility to take legal advice before placing any reliance on the complete accuracy of the translation. Wordfish shall not be liable for any loss that the client may incur.
In the absence of any specific instructions Wordfish will translate specialised terms by their usual and conventional meanings, and otherwise make decisions based on Wordfish’s standard production procedures. All source materials must be suitable for the purpose intended and should be delivered to Wordfish in such format(s) and such time Wordfish shall specify. Wordfish shall not be responsible for delay in delivery due to failure to deliver any source materials in a timely manner or proper format. Wordfish reserves the right to charge the client for any remedial work carried out to source materials to make them fit for purpose. However Wordfish shall be under no obligation to correct or indicate errors in the original language.3 Verbal quotations are not binding. They are given for guidance only.
Written quotations remain valid for 30 days from date of quotation. The cost of the quotation is based upon the number of words in either the original or the translated text, or as per our quotation.
Work cancelled or postponed prior to completion shall be chargeable in accordance with any quotation or if none in accordance with Wordfish’s scale of charges together with all costs and disbursements incurred by Wordfish on behalf of the client. There will be a minimum charge of 50% of the contract.
All accounts are due on completion of the work. Without prejudice to Wordfish’s other rights, a service charge of 2% per month will be made on all accounts outstanding beyond the due date and will be added to these accounts.
If because of circumstances beyond its control Wordfish is unable to complete any contract, payments shall be made by the client for the work done. No liability shall fall on Wordfish for failure to complete the contract.4 All documents are sent to Wordfish and handled by Wordfish at the client’s risk. Wordfish accepts no liability for loss or damage to documents or for any consequential loss or damage. Delivery of a translation shall be deemed to be on the date of emailing, posting or delivery to a carrier as the case may be. 5 Wordfish will complete a translation with all reasonable speed but dates or periods given for completion of work are an estimate for guidance only and unless agreed in writing not binding on Wordfish. Liability for the failure by Wordfish to meet a deadline previously agreed by them in writing shall be limited to the cost of translation and shall not extend to cover any consequential loss.
Translated documents will normally reflect the style of the original source document although reproduction of exact layouts cannot be guaranteed. Since translation is a subjective process through which different individuals may express the same meaning using different word choices, Wordfish will not be liable for such variations. Additionally there may be personal preferences in word selection that may be stylistic or based on a person’s familiarity with the company or industry specific terminology. Wordfish will attempt to utilise reference materials and glossaries to a commercially reasonable extent, but there remains the likelihood that the client may prefer word insertions or replacements. As such, there may be additional costs associated with the incorporation of differing terms or language into the final translated document.
No liability whatsoever shall be incurred by Wordfish for errors in any translation required by a date which precludes proper checking and editing.6 The client warrants that he is the copyright owner of material submitted for translation or is licensed by the copyright owner to obtain a translation and will indemnify Wordfish its servants and agents against liability for infringement of copyright patent or design or any other third party claim.
Notwithstanding the above, the client acknowledges that Wordfish is the sole and exclusive owner of all right, title, and interest in and to all (i) methodology, information, software, and databases used in translating the source materials, and (ii) inventions, methodology, innovations, know-how, and databases developed by Wordfish in the course of translating the source materials, including any and all patent rights, copyrights, know-how, and trade secrets therein. The deliverables and copyright, know-how and trade secrets therein shall remain the property (but not the risk) of Wordfish until Wordfish shall have been paid in full for such deliverables.7 If any client or associate employs the services of a translator, interpreter, voiceover artiste or other person introduced to them through Wordfish within the following twelve months other than by submitting a request to Wordfish the client or associate shall forthwith pay Wordfish:
a) a sum equal to 20% of the gross annual remuneration of such person or a sum of £3000 whichever shall be higher where the person becomes an employee or supplier of such client or associate, and
b) in any other case, the sum of £10000 for each year the person is used.
For the purpose of this clause an associate is any partner of the client and any company in which the client or any firm in which he is a partner holds not less than one-third of the issued share capital and any subsidiary of such company or in the case of a client who is a company, any company which owns directly or indirectly not less than one-third of the issued share capital of the client.8 Wordfish shall not be liable for any failure to perform any of the obligations it has undertaken in this contract caused by factors outside its immediate control. 9 Payment terms are as expressed in any quotation, cost estimate or invoice. Advance payments may be requested. Wordfish may carry out credit checks or request references at our discretion. Late payments will be subject to interest. Where payments are made via electronic transfer Wordfish will not cover the costs of any third party. 10 The contract shall be governed by English law.