Terms and Conditions of Business

  1. Definitions
    1. The "Service Provider" means Angelia Translations (trading name of Angelia Translations Ltd, 16 Reid Terrace, Edinburgh EH3 5JH, UK, a limited company registered in Scotland with number SC436451 and with VAT registration number GB 104 7367 28) and its subcontracted freelancers.
    2. The “Client” means the customer of the Service Provider, whether an individual or corporate entity, to whom the Service is being provided.
    3. The “Service” refers to any project comprising Source Document provided by the Client to the Service Provider for translating, localising, proof-reading, editing, rewriting, abstracting, adapting, revising, transcription, subtitling, language consultancy, training, desktop publishing, project managing and printing and will be delivered as Target Document or training or consultancy session.
    4. “Contract” refers to the Contract between the Client and the Service Provider, constituted by these Terms and Conditions of Business.
    5. “Order” refers to a purchase order issued, signed and/or accepted by the Client instructing the Service Provider to perform the Service by the agreed Delivery Date. Order also means the acceptance of a quotation by the Client by any other written confirmation (email, letter, scan or fax) and which, when signed or accepted, forms part of this Contract.
    6. The agreed date by which the Service must be delivered to the Client is hereafter referred to as the “Delivery Date”.
    7. “Source Document” refers to any document, either any text or other medium, containing a communication which has to be translated, and may comprise text, sound or images, and is supplied by the Client to the Service Provider to be translated according to the Contract.
    8. “Target Document” refers to the document delivered to the Client by the Service Provider in respect of the Service provided according to the Contract, and which is either any text or other medium, containing a communication which has been translated, and may comprise text, sound or images.
    9. “Working Day” is any working day (Monday-Friday) between the hours of 09:00-17:00 GMT (+0:00) that is not a weekend, statutory public holiday or local holiday in Scotland.
    10. The singular includes the plural and vice versa.
    11. 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 not affect interpretation.
  2. Copyright in Source Material and Translation Rights
    1. All original Source Documents submitted to the Service Provider by the Client remain the property of the latter, and will be held in strict confidentiality by the Provider. The Service Provider will not assign the agreement or subcontract their obligations thereunder without prior written consent of the Client. The Service Provider will have no right to use the documents provided by the Client other than for the sole purpose of translation unless permission is given by the Client.
    2. The Service Provider accepts an Order from the Client on the understanding that performance of the Service will not infringe any third party rights.
    3. The Client shall keep the Service Provider harmless from any claim for infringement of copyright and/or other intellectual property rights in all cases, and from any legal action including defamation which may arise as a result of the content of the original Source Document or its translation in the Target Document. The Client shall indemnify the Service Provider against claims of any nature relating to but not limited to infringement of a title of patent or copyright, or to content of an obscene, blasphemous or libellous nature in the Source Document.
    4. Unless specifically requested by the Client, the translation will closely reflect the intended meaning of the Source Document and will not be subject to adaptation, rewriting or editing, except for typographical and obvious common sense errors. The Service Provider will not be held responsible for unsatisfactory translation work resulting from poorly written and illegible Source Documents.
  3. Services
    1. The Service Provider agrees to provide the Services to the Client in accordance with these Terms and Conditions of Business.
    2. The Service Provider reserves the right to modify, suspend or discontinue any or all of the Services at its sole discretion, without prior notice.
    3. The Service Provider reserves the right to reasonably alter the Terms and Conditions of Business at any time by giving the Client notice in writing.
  4. Fees, Estimates and Quotations
    1. Quotations will be based on the word count in the Source Document, or a per page, per hour or set fee charge, whichever method of calculation is deemed most appropriate for the Service. The method used to calculate the charge will be clearly stated in the quotation. The Service Provider reserves the right to deem which method is the most appropriate for each quotation.
    2. An estimate shall not be considered contractually binding, but given for guidance or information purposes only.
    3. A fixed quotation shall only be issued by the Service Provider once all the Source Documents have been seen or heard and the Service Provider has received firm instructions from the Client. A binding quotation shall remain valid for a period as set out therein, after which time it may be subject to revision unless stated otherwise.
    4. Any fee agreed for a Service 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.
    5. Value Added Tax will be charged at the rate applicable at the time of invoicing to all United Kingdom Clients in addition to the quoted fee, and to all non-Value Added Tax registered Clients in the European Union. The fee will exclude Value Added Tax for all other Value Added Tax registered Clients in the European Union, and in addition to the fee, Valued Added Tax and any other similar sales taxes are payable by the Client as appropriate to the relevant authorities and the Service Provider will hold no liability for non-payment by the Client.
    6. Supplementary charges may be applicable, for example those arising from but not restricted to:
      1. discontinuous text, complicated layout or other forms of layout or presentation requiring additional time or resources; and/or
      2. poorly legible copy or poorly audible sound media; and/or
      3. terminological research; and/or
      4. investigation, inquiry and research beyond that normal to a routine translation because of unusual ambiguities in the item to be translated; and/or
      5. certification; and/or
      6. typesetting/formatting; and/or
      7. priority work or work outside normal office hours and/or working days in order to meet the Client’s deadline or other requirements, may also be charged. This includes any work that must be completed sooner than the Delivery Date as stated in the quotation so as to meet the Client’s deadline.
      8. nature of such charges shall be agreed in advance. Upon receipt of the completed Order, Client revisions, amendments and text additions including preferences to style, layout and/or vocabulary where such changes are not required for accuracy will incur additional fees in line with current quotation price.
    7. If any changes are made in the text or the Client’s requirements at any time while the task is in progress, the Service Provider’s fee, any applicable supplementary charges and the terms of delivery shall be adjusted in respect of the additional work unless warned by the Client and agreed by the parties prior to the commencement of the work.
    8. The Service Provider must receive a Purchase Order, or other form of written confirmation as detailed in Clause 1.5 in the absence of the use of Purchase Order system, issued by the Client in order to proceed with the Order. The receipt of this written confirmation means that the Client is entering into a Contract with the Service Provider and agrees to the Terms and Conditions of Business herein.
    9. A proof can be provided upon request in extenuating circumstances; however, this must be agreed in advance of commencing the project. Clients who are sent proofs of translations prior to delivery are required to review the translations promptly and inform the Service Provider within the agreed timeframe of any changes required. Any delays by Clients in approving the proofs will result in delays in meeting the quoted Delivery Date. Any discrepancies found after the translation is delivered when a proof has been approved may incur further cost if the Service Provider is required to correct and re-deliver the translation.
  5. Certified Translations
    1. Certification is only applicable to translated documents, not originals. The Service Provider does not certify translations undertaken by third parties. The Service Provider will not be held responsible for checking the authenticity of original Source Documents nor will it be held responsible for the translation of copies of originals which have been modified in any shape or form. It is the responsibility of the Client originating the request for translation to ensure that copies of original Source Documents provided are true and exact copies.
    2. The Service Provider reserves the right to reject performing the certified translation of a document that to his or her judgement may seem fraudulent.
    3. Whenever a copy of an original document is presented for certified translation by the Client, the certified translator will state what type of copy he or she is translating (i.e. photocopy, scanned copy, etc.). This does not affect the validity of the certified translation. However, the Service Provider does not take responsibility for further complications the Client could face if the original differs from the copy presented for translation. Likewise, the Service Provider takes no responsibility if the certified translation of a copy of an original document is found invalid by the ultimate receiver, or if it is not found acceptable for its purposes due to the lack of any details, stamps or anything else originating in the low quality of the copy or if these cannot be clearly seen by the certified translator.
    4. No changes will be made to the translation whenever the original document or its copy presents a spelling mistake or a typographical error, even when proof of this mistake is presented to the translator (e.g. if a name is misspelled in the original document, the translator will not correct the mistake in the translation even if a driving licence, a passport or a birth certificate with the correct name is presented).
    5. Source Documents sent to the Service Provider by post, email, FTP, fax or courier will be confirmed upon receipt by the Service Provider. The Client will not be notified if documents have not reached the Service Provider, in which case, it is the responsibility of the Client to chase successful sending of Source Documents.
    6. Extra copies of the certified translation will incur additional fees, which will be detailed in the quotation.
  6. Delivery
    1. Any Delivery Date agreed between the Service Provider and the Client shall become binding only after the Service Provider has seen or heard all of the Source Document to be translated and has received complete instructions from the Client. The agreed Delivery Date is subject to the Source Document being delivered to the Service Provider by an agreed date and time. Any delay in receipt of the Source Document or acceptance of the quote from the Client will release the Service Provider from any obligations in relation to the agreed Delivery Date.
    2. The Delivery Date must be agreed by both the Client and the Service Provider prior to agreeing the Contract.
    3. Standard delivery of all Target Documents is electronically by email or via an FTP site for large files as A4 Word Documents or PDFs in approximately the same layout as the original unless otherwise specified, and any other format may incur additional charges for typesetting, formatting, printing, postage and couriers. If an exact finished typeset or formatted document is required to reflect the formatting of the original document, the original electronic artwork file will be required and some minimal relaying may be required to accommodate shorter or longer translated lengths of text and a revised quote may need to be submitted. Should this original artwork file not be made available, typesetting will only be carried out at the Client's specific request at additional cost and is not included in the translation.
    4. The Service Provider shall dispatch the translation by the Delivery Date, complete and in the required medium as agreed (hard copy, compact disc, fax, email or web upload) in such a way that the Client can expect to receive it up to close of business (18:00 GMT +0:00) of the Service Provider on the Delivery Date specified on the Order, unless otherwise agreed. Delivery by post or courier is dependent on external providers delivering on time as per their stated terms, and on no account will the Service Provider be held accountable on the failure of such providers to deliver on time. Any complaints regarding failure of such providers to deliver should be directed to the delivery provider quoting their tracking number. The Service Provider will endeavour to keep to the agreed Delivery Dates to the best of its ability but will not be held responsible for any delays due to events beyond its control. Collection of Target Documents by the Client from the Service Provider’s workplace is possible upon prior arrangement.
    5. If, due to exceptional circumstances, the Service Provider is unable to comply with the agreed Delivery Date, the Service Provider will undertake to notify the Client as soon as possible. The Client and Service Provider may negotiate an alternative deadline or alter other terms of the Contract. All changes to Delivery Date must be confirmed in writing and agreed by both Client and Service Provider. The Service Provider shall not be held responsible for delays in completion caused by events beyond its control including but not limited to:
      1. Electricity or telecommunication failure of whatever means; or
      2. Acts of God, riot, strikes, war, invasion, acts of terrorism, hostilities (whether declared or not), civil war, rebellion, legislation changes, flood, fire or drought.
  7. Payment
    1. Payment in full to the Service Provider shall be effected not later than thirty (30) days from the date of invoice by the method of payment specified in the Contract, unless otherwise agreed. The Client shall be liable for any relevant bank payment charges, expenses and any other currency conversion costs in addition to the fee.
    2. The Service Provider reserves the right to demand payment in advance, an initial deposit or periodic payments at its sole discretion, particularly in the case of large-scale projects, the terms of which will be agreed in advance with the Client.
    3. The Service Provider reserves the right to charge administration costs and interest on all overdue sums from the date on which they first become due until they are paid in full. This shall be applied at the rate of eight per cent (8%) per annum over Bank of England base rate (or such rate as is determined by statute, the latter prevailing). Interest shall accrue on a daily basis.
    4. The Client shall not be entitled to off-set or otherwise deduct from any amount properly payable to the Service Provider any monies which are allegedly due from the Service Provider to the Client.
    5. The Client shall not be entitled to withhold or delay payment of any amount to the Service Provider on account of any third party withholding payment to the Client.
    6. The Client shall be liable for any costs incurred by the Service Provider in trying to recover payments not effected in a timely manner.
    7. Failure to pay any invoice or instalment in accordance with the foregoing terms, or other terms specified in the Contract, shall entitle the Service Provider to suspend further work both on the same order, and on any other order from the Client, until the outstanding payment is made or other terms agreed. This action shall be without prejudice to any other right the Service Provider may have or any sums due and without any liability whatsoever to the Client or any third party.
  8. Copyright in Translations
    1. Copyright ownership in the intellectual property of the translation is not transferable from the Service Provider to the Client until payment has been made in full and Contract agreed on the Terms and Conditions of copyright transfer. In case of payment default, the Service Provider has no obligation to protect any copyright, trademark, confidentiality or other right of the Client with respect to the translation.
    2. The Service Provider shall have the right to retain file copies of the Source Documents which are to be translated and of the Target Documents which have been translated.
    3. Terminological glossary entries and translation memories compiled by the Service Provider whilst performing the Service remain under the copyright of the Service Provider. The Client and Service Provider may agree in writing that upon payment of an agreed fee by the Client to Service Provider such terminological glossary entries and translation memories shall be the property of the Client.
    4. Where translation memories or terminological glossaries have been provided by the Client for use in a project or for updating, the Service Provider shall only accept those in SDL Trados file formats or those that are SDL Trados compatible, unless otherwise agreed with the Client. If other formats are accepted, the Service Provider will not be held liable for any damage or loss as a result of file conversion. The charge for updating and converting translation memories and terminological glossaries will be agreed with the Client on a case by case basis. The Service Provider will not be held liable for any damage, loss or any other problems arising as a result of updating translation memories or terminological glossaries received from the Client.
    5. Where the subsequent translation is printed or published, the Client shall acknowledge the Service Provider’s work in the same weight and style of type as used for the acknowledgement of the printer and/or any others involved in production of the finished document, by the following statement: “(English or other) translation provided by Angelia Translations Ltd”, as appropriate to the particular case.
  9. Confidentiality
    1. No Source Document shall be deemed to be confidential unless this is expressly stated by the Client, however the Service Provider shall at all times exercise due discretion in respect of disclosure to any third party of any information contained in the Client’s original Source Documents or translations thereof without the express permission of the Client. Nevertheless a third party may be consulted over specific terminology queries, provided that there is no disclosure of confidential material.
    2. All information expressly identified by the Client in writing as confidential shall be maintained in confidentiality by the Service Provider and, unless expressly authorised by the Client in writing, shall not be divulged or published by the Service Provider, nor authorised by the Provider to be divulged or published to others, unless required to do so by law.
    3. Excluded from Clause 9.2 is information which is, or becomes, available to the general public, provided this did not result from a breach by the Service Provider.
    4. The Service Provider will take reasonable measures to prevent unauthorised access to the Source Document.
    5. The Service Provider recognises that the use of cloud-based machine translation software such as Google Translate could allow for the possibility of unauthorised third parties accessing potential confidential information contained in the Client’s documents and hence the Service Provider explicitly forbids its suppliers to use this type of software for the Service Provider’s translation projects.
  10. Unfair Competition
    1. The Client undertakes to make no attempt to establish any arrangement independent of the Service Provider with translators, desktop publishers or any other party contracted to the Service Provider on this or any related project. Should the Client breach this arrangement, the Client will pay, notwithstanding any other Contract made in breach, all sums actually or potentially due to the Service Provider under the terms of this Contract.
  11. Cancellation and Delays
    1. If a Service is commissioned and subsequently cancelled, the full Order sum is payable within the payment terms as stipulated in Clause 7.1, unless otherwise agreed in advance.
    2. For delayed translations, a re-booking fee of £35 (thirty-five pounds Sterling) becomes payable and will be added to the invoice to cover the administration costs involved in stopping or re-processing the Order. Orders which have been put on hold by the Client for whatever reason, such as an act or omission by the Client or any other third party, are allowed a grace period of five (5) business days after which the Order must be resumed. Should the Service Provider not receive instructions to resume the Order within the grace period, the Order will be automatically cancelled and full invoice issued, as the cancellation of that work in full or in part engenders working time and resources wasted which have to be compensated by the full payment of the invoice.
    3. The work completed up to the point of cancellation shall be made available to the Client.
    4. 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 Service Provider shall have the right to terminate the Contract.
  12. Complaints and Disputes
    1. In the event that the Client is not satisfied with the quality, accuracy or content of a Target Document, whether in whole or in part, or the Client is not satisfied with the Service provided by the Service Provider, or in the case of a dispute in respect of payment, the Client agrees to follow the complaints procedure as stipulated in these Terms and Conditions of Business.
    2. The Client must notify the Service Provider of the complaint in writing within thirty (30) days of the Delivery Date of the Target Document accompanied by as much detail as possible including the job number or job description, date and time details, document title, page, paragraph and/or line number if appropriate and a brief description of the complaint. The Service Provider shall make every effort to resolve the matter at this stage at the earliest possible time and expects the Client to comply with negotiations at this level. No responsibility or complaints for any projects can be accepted after thirty (30) days of the Delivery Date, however requests can be made in writing to your dedicated Project Manager at the Service Provider and may be reviewed at the Service Provider's discretion either free of charge or at cost. The Service Provider will not be under any obligation to review or amend the Target Document as a result of changes made to the Source Document after the commencement of the project.
    3. If a claim is deemed to be well-founded, the Service Provider will undertake to ensure that the necessary corrections are made urgently and without entitlement to any additional compensation.
    4. If the matter cannot be resolved at this level to the satisfaction of both parties then it will be referred to an independent arbiter chosen by the parties who shall act as an expert and whose decision shall be binding on the parties and whose costs shall be shared equally between the parties. Where the parties are unable to decide on the appointment of the said independent arbiter within a period of five (5) working days (excluding weekends and any statutory holidays), the said independent arbiter shall be chosen by the Chairman of the United Kingdom Institute of Translation and Interpreting.
    5. The submission of a claim or dispute shall under no circumstances discharge the Client from his or her obligations as agreed in the Contract and all invoices issued still require payment regardless of whether a complaint or review is pending. In the case that the Service Provider was not able to perform the job to the Client's satisfaction and after the Service Provider having been given the opportunity to rectify the situation, a full or partial refund of the invoice amount may be made to the Client at the Service Provider’s discretion.
  13. Responsibility and Liability
    1. The Order shall be carried out by the Service Provider using reasonable care and skill, and, time and expense permitting, shall use its best endeavours to do the work to the best of its ability, knowledge and belief, and consulting such authorities as are reasonably available at the time, and shall be fit for its stated purpose and target readership and the level of quality specified; however the Service Provider expressly does not give the Client any other warranties whatsoever and excludes any implied warranties to the maximum extent permitted by law. Notwithstanding this Clause 13.1, Clients' statutory rights shall not be affected or limited to any extent.
    2. Under these Terms and Conditions of Business, the Service Provider enters into Contract solely with the Client and expressly has no contractual relationship or liability of any nature to any third party. The Service Provider is bound by the Terms and Conditions of the Client only when a separate written agreement has been agreed by both the Service Provider and the Client.
    3. The Client expressly agrees that the use of the Services is at the Client's sole risk. The Service Provider, its agents, contractors, licensers and employees do not guarantee that the Services will be uninterrupted or free from error.
    4. It is the Client's sole responsibility to take legal advice in the relevant jurisdiction before placing any reliance on the translated Target Document therefore the Service Provider shall not be liable for any such reliance, nor any other loss that the Client may incur.
    5. The Service Provider will not be liable for any loss or harm occasioned by the use of electronic communication. All efforts are taken to prevent viruses from accessing the Service Provider’s equipment but no responsibility will be accepted for the unintentional spread of any viruses or other problems related to the use of electronic communication.
    6. Except in respect of death or personal injury caused by the Service Provider's negligence, or as expressly provided in these Terms and Conditions of Business, the Service Provider shall not be liable to the Client for any representation (unless fraudulent), or any implied warranty, condition or other term, for any duty at common law, for any loss of profit or any indirect, special or consequential loss, damage, cost, expenses or other claims which arise out of or in connection with provision of Services or their use by the Client. Notwithstanding this Clause 13.6, where a Client can prove to the Service Provider that he or she has suffered consequential loss, he or she shall be able to make a claim to recover this from the Service Provider. In such circumstances, where there is dispute between the parties as to whether the said Client has suffered such consequential loss, the Client shall follow the complaints procedure as detailed in Clause 12.
    7. The entire liability of the Service Provider under or in connection with the provision of the Services shall not exceed the amount payable to the Service Provider by the Client under the Contract to which the claim relates, except as expressly provided otherwise in these Terms and Conditions of Business or where liability cannot by law be limited. Notwithstanding this Clause 13.7, Clients may claim consequential losses in accordance with Clause 13.6.
    8. If any provision of these Terms and Conditions of Business is or becomes invalid or unenforceable it will be severed from the rest of the Terms and Conditions of Business so that it is ineffective to the extent that it is invalid or unenforceable and no other provisions of the Terms and Conditions of Business shall be rendered invalid, unenforceable or be otherwise affected.
    9. The Service Provider reserves the right to make changes to these Terms and Conditions of Business without prior written notice.
  14. Jurisdiction
    1. These Terms and Conditions of Business shall be governed by and interpreted in accordance with the laws of Scotland and the parties hereby submit to the non-exclusive jurisdiction of the Scottish Courts.

October 2014