In this document, no part of any numbered clause shall be read separately from any other part. Section headings are provided for convenience of reading only and shall be ignored for the purposes of ascertaining meaning.
For the purpose of these Terms and Conditions “Keytext,” “Keytext Translation,” the “Company”, “we”, “our” or “us” refers to Keytext Communications Ltd (company no. 11465110) whose registered office is at Westgate Chambers, Staple Gardens, Winchester, SO23 8SR.
“Client” or “you” represents the company, firm, body, organisation, or person contracting Keytext Communications Ltd to undertake service(s) on its behalf in the normal course of business. The parties may be natural or legal persons, including, as an example only, private individuals, associations, partnerships, economic interest groupings or corporate entities.
Partner shall be understood to mean any person employed or sub-contracted by Keytext Communications Ltd for the purpose of undertaking its services in the normal course of business. These may include translators, proofreaders, writers, interpreters, transcribers, transcriptionists, editors, project managers and any other suitable persons contracted by Keytext for the purpose of providing the service requested by the client.
Source material shall be understood to mean any text or medium containing a communication which has to be translated, transcreated, transcribed or written, and may comprise text, sound or images.
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.
Writing task shall mean the creation of written text or any such related task such as revision, editing etc. which calls upon the copywriting skills of a copywriter and/or content-writer and which does not involve the translation of a text originally written in another language.
Transcription task shall be understood to mean the representation of speech or text in written form. It does not involve the translation of speech or text into another language.
Copyright in Source Material, and Translation Rights
The Company accepts an order from the Client on the understanding that performance of the translation task will not infringe any third party rights. The Client undertakes to keep the Company harmless from any claim for infringement of copyright and/or other intellectual property rights in all cases.
The Client likewise undertakes to keep the Company harmless from any legal action including defamation which may arise as a result of the content of the original source material or its translation.
Fees: (binding) Quotations and (non-binding) Estimates
In the absence of any specific agreement, the fee to be charged shall be determined by the Company 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 given by the Company until it has seen or heard all the source material and has received firm instructions from the Client. Where VAT is chargeable it will be charged in addition to the quoted fee. Any fee quoted, estimated or agreed by the Company on the basis of the Client’s description of the task may be subject to amendment by agreement between the parties if, in the Company’s opinion on having seen or heard 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, always 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 clause two (2) above, a binding quotation once given after the Company 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.
Costs of delivery of the translation shall normally be borne by the Company. 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 Company, it shall not be borne by the Client, unless otherwise agreed.
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 or poorly audible sound media, 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. If any changes are made in the text or the Client’s requirements at any time while the task is in progress, the Company’s fee, any applicable supplementary charges and the terms of delivery shall be adjusted in respect of the additional work.
Any delivery date or dates agreed between the Company and the Client shall become binding only after the Company has seen or heard all of the source material to be translated and has received complete instructions from the Client. The date of delivery shall not be of the essence unless specifically agreed in writing. Unless otherwise agreed, the Company 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.
Payment in full to the Company 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 Company 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 Clause nine (9). Interest shall automatically be applied at the rate of 5% per month 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 Company 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.
In the absence of a specific written agreement to the contrary, copyright in the translation or written text remains the property of the Company. The Company 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 Company, 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.
Where the Company retains the copyright, unless otherwise agreed in writing, any published text of the translation shall carry the following statement: “© (English or other) text (Company’s name) (Year date)” as appropriate to the particular case.
Where the Company assigns the copyright and the translation is subsequently printed for distribution, the Client shall acknowledge the Company’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 Keytext Communications Ltd””, as appropriate to the particular case.
Where a translation is to be incorporated into a translation memory system or any other corpus the Company shall license use of the translation for this purpose for an agreed fee. Such incorporation and use shall only take place after the licence for the purpose has been granted by the Company in writing and the agreed fee has been paid in full. It shall be the duty of the Client to notify the Company that such use will be made of the translation.
All translations are subject to the Company’s right of integrity. If a translation is in any way amended or altered without the written permission of the Company, he/she shall not be in any way liable for amendments made or their consequences. If the Company 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 Company’s written permission. The right of integrity may be specifically waived in advance by the Company in writing.
Confidentiality and Safe-keeping of the Client’s Documents
No documents for translation shall be deemed to be confidential unless this is expressly stated by the Client. However the Company 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.
The Company shall be responsible for the safe-keeping of the Client’s documents and copies of the translations, and shall ensure their secure disposal. If requested to do so by the Client, the Company shall insure documents in transit from the Company, at the Client’s expense.
Cancellation and Frustration
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 clause 21, pay the Company the full contract sum unless otherwise agreed in advance. The work completed shall be made available to the 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 Company shall have the right to terminate a contract.
Neither the Company 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 Company shall notify the Client as soon as is reasonably practical of any circumstances likely to prejudice the Company’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.
Complaints and Disputes
Failure by the Company to meet agreed order requirements or to provide a translation which is fit for its stated purpose shall entitle the Client to: 1) reduce, with the Company’s consent, the fee payable for work done by a sum equal to the reasonable cost necessary to remedy the deficiencies, and/or 2) cancel any further instalments of work being undertaken by the Company. Such entitlement shall only apply after the Company has been given one opportunity to bring the work up to the required standard. This entitlement shall not apply unless the Company has been notified in writing of all alleged defects.
Any complaint in connection with a translation task shall be notified to the Company 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.
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. In any event these terms shall be construed in accordance with English law.
Responsibility and Liability
The translation, writing or transcription task shall be carried out by the Company 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. Time and expense permitting, the Company shall endeavour to do the work to the best of their ability, knowledge and belief, and consulting such authorities as are reasonably available to them at the time. A translation shall be fit for its stated purpose and target readership, and the level of quality specified. Unless specified otherwise, translations shall be deemed to be required to be of “for information” quality. The liability of the Company 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: 1) the potential for such liability is expressly notified to the Company in writing, and 2) such liability is restricted to an agreed limit of cover under the professional indemnity insurance available to Companies.
The translation, writing or transcription task shall be carried out by the Company using reasonable skill and care and in accordance with Article 24 above. However, should the Client not be satisfied with the text upon first delivery of the translation, written text or transcription, the Company will request that the Client make clear the reasons for their dissatisfaction. It will then make every effort to amend the translation, written text or transcription in order to satisfy the expectations of the Client. If, following these amendments, the Client is still not satisfied with the service rendered, the fee shall be waived. Any resulting translation, written text or transcription shall remain the property of the Company along with all copyrights pertaining thereto. Any infringement of this copyright shall be subject to the law of England and Wales.
Where in the course of business the Company introduces the Client to a third-party work-provider, the Client shall not, for a period of 12 months from return of the last translation task arising from the introduction, approach the said third party with an offer of work, without the Company’s written consent. However, this shall not apply where: • the third-party work-provider has had previous dealings with the Client, or • the Client acts on the basis of information in the public domain, or • the approach to the third party arises as the result of broad-band advertising, or • the Client is seeking suppliers on the open market, or • the Client only makes isolated use of the third party’s services.
Applicability and Integrity
These Terms shall be construed jointly with the Code of Professional Conduct of the Institute of Translation and Interpreting in order to be complete and effective. They shall also be subject to any detailed requirements or variants expressly specified in the order relating to a particular translation task. No waiver of any breach of any condition in this document shall be considered as a waiver of any subsequent breach of the same or any other provision.