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General Terms and Conditions In this document, numbers and section headings are provided for convenience of reading only and shall be ignored for the purposes of ascertaining meaning. These Terms
and Conditions
apply in all contractual relationships between
"PTS" ("Parker Translation Services") and its Clients and
constitute the whole agreement between the parties, except where specifically
noted and agreed in writing with the Client. All other terms and conditions,
express or implied by statute or otherwise, are excluded to the fullest extent
permitted by French law. If any provision of these Terms and Conditions is held
by any competent authority to be invalid or unenforceable in whole or in part,
the validity of the other provisions of these Terms and Conditions and the
remainder of the provision in question shall not be affected. 1. Intended use Unless
otherwise specifically agreed, it is understood that the translated work is for
the exclusive use of the Client in the ordinary course of its business and may be
published, or otherwise distributed for profit without
obtaining prior agreement from PTS. Furthermore, it is understood that the
translated work will not form the substance of any legal agreement without
prior review by a competent professional in the country of intended use. 2. Copyright in source
material and translation rights PTS accepts
orders from Clients on the understanding that performance of the translation
will not infringe any third party rights. The Client undertakes to protect PTS
from any claim for infringement of copyright and/or other intellectual property
rights in all cases. The Client likewise undertakes to protect PTS from any
legal action including defamation which may arise as a result of the content of
the original source material or its translation. In the absence of
a specific written agreement to the contrary, copyright of the
translation remains the property of PTS until full payment is made for the
translation work performed. On this occasion ownership of the translations is
transferred to the Client. We shall however retain the right to use all
translation memories and other documentation created and used during the
translation process (such as glossaries), whether they are provided to the
Client or not. Where PTS retains
the copyright, unless otherwise agreed in writing, any published text of the
translation shall carry the following statement: "© PTS Parker
Translation Services (Year)" as appropriate to the particular case. Where PTS assigns
the copyright and the translation is subsequently printed for distribution, the
Client shall acknowledge the work of PTS 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 Translation
by PTS", as appropriate to the particular case. Where a
translation is to be incorporated into a translation memory system or any other
corpus, PTS shall agree to the use of the translation for this purpose in writing
and after any agreed fees have been paid in full. It shall be the duty of the
Client to notify PTS that such use will be made of the translation. All translations
are subject to our right of integrity. If a translation is in any way amended
or altered without our written permission, PTS shall not be in any way liable
for amendments made or their consequences. If we retain the copyright in a
translation, no amendment or alteration may be made to a translation without
our written permission. The right of integrity may be specifically waived in
advance in writing. 3. Confidentiality
and safe-keeping of Client documents No documents for
translation shall be deemed to be confidential unless this is expressly stated
by the Client. However PTS 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 regarding
specific translation terminology queries, provided that there is no disclosure
of confidential material. PTS shall be responsible for the safe-keeping of the Client's documents
and copies of the translations, and shall ensure their secure disposal. Regular
backups shall be made during the translation process to ensure no data is
lost., but all documents or any other property supplied to PTS will be held or
worked on at the Client's risk and PTS will not be responsible for any
subsequent loss or damage thereto. It is the responsibility of the Client to
conserve reasonable copies of the original text. All original documents,
translation memories and translations will be conserved for a period of two (2)
years then archived securely on suitable media. 4. Fees: (binding) Quotations
and (non-binding) Estimates In the absence of
any specific agreement, the fee to be charged shall be determined by PTS on the
basis of the Client's description of the source material, the purpose of the
translation and any instructions given by the Client. No fixed
quotation shall be provided by PTS until all the source material has been seen
and firm instructions have been received from the Client. The cost of a
translation is determined either on the basis of standard prices negotiated
with the client or on the basis of quotations prepared by PTS. Translation fees
are based upon the number of words in the source or target text. Additional
costs may result depending upon the technical nature of the text. Where VAT is
applicable it will be charged in addition to the quoted fee. Any fee quoted,
estimated or agreed by PTS on the basis of the Client's description of the
task, may be subject to amendment by agreement between the parties if, in our
opinion on having seen the source material, that description is materially
inadequate or inaccurate. Any fee agreed
for a translation 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 that the circumstances are made
known to the other party as soon as reasonably practical after they become
apparent. An estimate shall not be considered contractually binding, but given
for guidance or information only. Subject to the
second paragraph of this same clause, a binding quotation once given
after all the source material has been received by PTS shall remain valid
for a period of thirty (30) days from the date on which it was given, after
which time it may be subject to revision. Costs of delivery
of the translation shall normally be borne by PTS. 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 PTS it shall
not be borne by the Client, unless otherwise agreed. Other supplementary charges, for example
those arising from: The nature of
such charges shall be agreed in advance. If any changes
are made in the text or the Client's requirements at any time while the task is
in progress, our fees, any applicable supplementary charges and the terms of
delivery shall be adjusted in respect of the additional work. 5.
Delivery A delivery date
or dates agreed between PTS and the Client shall become binding only after PTS
has received all of the source material to be translated, received complete
instructions from the Client and a finalised quotation has been drawn up and
agreed on. As the date of delivery and where applicable, the time of delivery
is often of the essence, this shall be specifically agreed in writing. Unless otherwise
agreed, PTS shall dispatch the translation in such a way that the Client can
reasonably expect to receive it not later than the normal close of business at
the Client's premises on the date of delivery. Delivery is
deemed to have taken place on posting or delivery to a carrier, or transmission
by fax, modem or internet, as the case may be, and the risk shall pass to the
Client. However, PTS will retain a copy of the translation and in event of
there being any loss or damage will forward a further copy free of charge.
Concerning delivery by e-mail, delivery shall be deemed to have taken place on
reception by PTS of an electronic receipt concerning the e-mail in question.
Clients shall always send this notification of receipt via their mail server. Whilst PTS shall
strive to meet all deadlines set by both client and ourselves, we shall not be
held liable for the consequences of any delay that is beyond our control for
any reason whatsoever. In particular, the Client should be aware that PTS
cannot be held responsible for delays or corruption of data associated with any
breakdown whatsoever caused by failures on servers or telecommunications
systems under the Client’s responsibility. To ensure an on-time delivery, both
parties agree to make every effort to work around circumstances that are
outside of their control and which are known to occur from time to time. 6. Payment Unless otherwise
agreed, payment in full to PTS shall take place not later than 60 days from the
date of invoice (end of month during which work is completed) by the method of
payment specified. For long assignments or texts, we may request an initial
payment and periodic partial payments on terms to be agreed. Settlement of any
invoice, part-invoice or other payment shall be made by the due date agreed
between the parties, or in the absence of such agreement within the period
stipulated in the previous paragraph. In application of article L. 441-6 of the
French Commercial Code, legal penalties for late payment are applicable, even
without notification by mail, and are calculated expected date of settlement
until full payment is received. The rate used to calculate such penalties is
five (5) times the legal interest rate in force on the date of invoicing. Where delivery is
in instalments and notice has been given that an interim payment is overdue,
PTS 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. 7. Liability Translations
shall be completed by PTS using due skill and care and in accordance with the
provisions and spirit of the Translator's Charter published by the
International Federation of Translators. Time and expense
permitting, we shall complete the work to the best of our ability, knowledge
and belief, and consulting such authorities as are reasonably available at the
time. A translation shall be fit for its stated purpose and target readership,
and the level of quality specified. On any grounds
whatsoever, our liability shall be limited to the invoiced value of the work,
except in connection with any consequences which are reasonably foreseeable: 1) the potential
for such liability is expressly notified in writing, and 2) such liability
is restricted to an agreed limit of cover under the professional indemnity
insurance available to Translators.. PTS shall not be
liable to the Client or any third party in any circumstances whatsoever for any
consequential loss or damage of any kind (including loss of profit) resulting
from the use of translated material which exceeds the contract price for the
work supplied, and the Client shall indemnify PTS against all claims and
demands upon it for any such consequential loss or damage. A complaint by
the Client in respect of any work completed shall be notified to PTS in writing
within five (5) business days of the receipt of the aforementioned work by the
Client. As a result of any error or omission in the work undertaken by PTS, we
shall either re-type the work or compensate the Client for any additional
typing or printing up to the amount of our fee, provided that such a fee has
been invoiced in accordance with our terms of business and provided the
work has been used by the Client for the purpose indicated on the order. Whilst we
undertake to endeavour to produce an accurate and idiomatic translation of
the Client's original text, the Client must accept that a translation may read
differently from the original and no liability is accepted for any alleged lack
of advertising or sales impact. A translation reflects the quality of the
original written material. If concepts are poorly expressed in the original
material, or the wrong choice of language has been made, or where typographical
mistakes are present, or where the text is incomplete or factually incorrect,
we shall endeavour to remove the same inadequacies from the translation.
However, PTS shall be in no way liable for loss of sales impact, loss of face or
other problems arising from the Client's original mistakes. Nor shall we be
responsible for any problems arising if the Client decides to use the final
translated text in another capacity, without first consulting PTS for any
required amendments. Our entire
liability to the Client under any Contract or purchase order including but not
limited to the completed translations shall not exceed the price payable to PTS
by the Client under any Contract or purchase order to which any claim relates. 8. Cancellation and suspension Should the Client
decide to suspend, delay or cancel translation work which has already been
commissioned, then charges will be payable for all completed work up to the
cancellation date and for all other costs and expenses which may occur as a
result of such cancellation. In case of Force
Majeure (Strike, Industrial Dispute, Civil Commotion, Natural
Disaster, Acts of War and any other situation which can be shown to have
materially affected our ability to deal with the commission as agreed), PTS
shall notify the Client without delay, indicating the circumstances. Force
Majeure shall entitle both PTS and the Client to withdraw from the commission,
but in any event, the Client undertakes to pay PTS work already completed and
delivered to the Client. PTS shall in this case work with the Client in finding
a suitable vendor of equal quality to continue the commission to its
completion. 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, PTS shall have the right to
terminate a contract or order in progress. 9. Right of refusal PTS shall not be
required to translate any matter which in its opinion is or may be of an
illegal or libellous nature. Where copyright exists in texts to be translated,
the Client warrants that it has obtained all permissions necessary for the
translation to be carried out. PTS reserves the right to
refuse certain texts without explanation. “Client” or “Clients”: any translation agency,
fellow translator, or private customer requiring and ordering our translation
services. “Translation”: unless
otherwise specified, our translation services imply French to British English
(GB) translation. We can also provide US English translations upon request. ©PTS Parker
Translation Services 2008
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