Terms & Conditions for Translators
THIS AGREEMENT is made on the date when Translation Services UK emailed the Translator to accept his or her application.
AND IS MADE BETWEEN:
Translation Services UK Limited whose registered office is at 273, High St, Linlithgow, West Lothian United Kingdom EH49 7EP (‘the Company’); and the Translator who by applying has deemed these Terms & Conditions acceptable.
1. Definitions
In this Agreement the following terms and phrases shall have the following meaning unless the context requires otherwise:
Commencement Date Date acceptance email sent to Translator.
Services the services to be performed by the Translator in the course of his or her appointment hereunder as set out in the Schedule to this Agreement, such services to be provided using reasonable skill and care.2. Appointment
With effect from the Commencement Date, the Translator is (subject to Clause 8) appointed as a Translator to the Company for an opened ended period of time unless either party terminates this Agreement.
3. Duties
The Translator agrees:
- to undertake and provide the Services in accordance with any brief and deadline set by the Company;
- to carry out the Services in an expert and diligent manner and to provide his services to the best of his financial accountancy, commercial, technical and creative skill;
- to the best of his ability, promptly and faithfully to comply with and observe all lawful and proper requests which may from time to time be given to him by the Company;
- not to undertake any additional activities or accept other engagements which lead or might lead to any conflict of interest between the Translator and the best interests of the Company during his or her appointment;
- not to delegate performance of his Services to third parties.
- to keep the Company informed of progress on the Services in which they are engaged and shall produce emailed reports on progress from time to time when so requested by the Company. While the Translator’s method of working is entirely their own and they are not subject to the control of the Company, they shall nevertheless comply with this and any other reasonable requests of the Company (or it’s clients).
- When working on a computer, I will save my work every 15 minutes and will keep a hard copy on separate computers or CDs to avoid any loss of work done. I will also retain 1 soft copy of my completed work for up to 15 days after the date of submission. I am responsible for any loss of work due to my negligence, power failure, computer virus, theft or loss of my computer or any other technical cause.
- agree to supply, at your expense, all translations in a suitable format as dictated by the Company. This would generally be but not limited to Microsoft Word format.
4. Fee
4.1 Fees for the Services will be as indicated when the project was reviewed.
5. Invoices and Payment
Unless specifically agreed otherwise, payment will be made not less than 21 days after completion of the translation or proofreading. In the event that there are periods when there are no Services for the Translator to perform, the Translator shall not be paid a retainer for these periods. The fee is only payable in respect of Services actually provided.
If it is determined that I have returned sub-standard, late or incomplete work, The Company has the right to withhold and/reduce payment according to the level of inaccuracy without any prior notice. If there is evidence that the quality of the translated work is below standard The Company has the right to terminate the contract with me.
6. Expenses
The Translator shall not be entitled to be reimbursed by the Company for any out of pocket expenses wholly, exclusively and properly incurred in the performance of the Services.
7. Confidentiality
7.1 The Translator hereby agrees that during the course of his or her appointment under this Agreement he or she is likely to obtain knowledge of trade secrets and also other confidential information with regard to the business and financial affairs of the Company and those of the Company’s clients, customers and suppliers details of which are not in the public domain, including in particular Company working practices and Client information and translation projects and accordingly the Translator hereby undertakes to and covenants with the Company that:
7.1.1 he or she shall not at any time after the Termination Date use or procure the use of the name of the Company in connection with his or her own or any other name in any way calculated to suggest that he or she continues to be connected with the business of the Company or in any way hold himself or herself out as having such connection;
7.1.2 he or she shall not use the Confidential Information other than during the continuance of this Agreement and in connection with the provision of the Translator Services; and
7.1.3 he or she shall not at any time after the date of this Agreement (save as required by law) disclose or divulge to any person other than to officers or employees of the Company whose province it is to know the same any Confidential Information and he or she shall use his or her best endeavours to prevent the publication or disclosure of any Confidential Information by any other person.
7.2 The restrictions set out in Clause 7.1 shall cease to apply to information or knowledge which comes into the public domain otherwise than by reason of the default of the Translator.
8. Delivery up of Documents
Upon the expiration or termination of his or her appointment under this Agreement for whatsoever cause, the Translator shall forthwith deliver up to the Company or its authorised representative all work related to outstanding translation projects and any material which otherwise relate in any way to the business or affairs of the Company and no copies of the same or any part thereof shall be retained by him or her. He or she shall then (if required by the Company) make a declaration that the whole of the provisions of this Clause have been complied with.
9. Termination of Agreement
Either party shall have the right at any time to terminate this Agreement. In addition, the Company shall have the right to terminate this Agreement at any time by summary notice without any payment in lieu in the event of the Translator:
9.1 being in material or persistent breach of any of the terms of this Agreement;
9.2 becoming of unsound mind;
9.3 having a bankruptcy order made against him or her or making any arrangement with his or her creditors or having an interim order made against him or her.
9.4 being convicted of any criminal offence other than a minor driving offence under the Road Traffic Acts.
9.5 persistently and willfully neglecting or becoming incapable for any reason of efficiently performing the Translator’s Services; or
- doing any action manifestly prejudicial to the interests of the Company or which in the opinion of the Board may bring the Company into disrepute;
- If it is determined that I have returned sub-standard, late or incomplete work, The Company has the right to withhold and/reduce payment according to the level of inaccuracy without any prior notice. If there is evidence that the quality of the translated work is below standard The Company has the right to terminate the contract with me.
and the Translator shall have no claim against the Company in respect of the termination of his or her appointment for any of the reasons specified pursuant to Clauses 9.1 to 9.7.
10. Tax Liabilities
The Company and the Translator declare and confirm that it is the intention of the parties that the Translator shall have the status of a self-employed person and shall be responsible for all income tax liabilities and national insurance or similar contributions in respect of his or her fees and accordingly the Translator hereby agrees to indemnify the Company in respect of any claims that may be made by the relevant authorities against the Company in respect of income tax and national insurance or similar contributions relating to the Services under this Agreement.
11. Data Protection
The Company and the Translator agree to comply with all applicable data protection legislation, including but not limited to the UK Data Protection Act 1998 and any subsequent amendments thereto.
12. No Employment
Nothing in this Agreement shall render or be deemed to render the Translator an employee or agent of the Company. This Agreement does not create any mutuality of obligation between the Translator and the Company.
13. Entire Agreement
This Agreement contains the entire agreement and understanding of the parties relating to the subject matter of this Agreement and extinguishes all previous agreements between the parties relating to the subject matter hereof.
14. Severability
If any provision of this Agreement is held invalid, illegal or unenforceable for any reason by any Court of competent jurisdiction, such provision shall be severed and the remainder of the provisions of this Agreement shall continue in full force and effect as if this Agreement had been executed with the illegal or unenforceable provision eliminated.
15. Waiver
15.1 Failure of any party to insist upon strict performance of any provision of this Agreement or the failure of any party to exercise any right or remedy to which he or she is entitled hereunder shall not constitute a waiver thereof and shall not cause a diminution of the obligations under this Agreement.
15.2 No waiver of any of the provisions of this Agreement shall be effective unless it is expressly stated to be such and signed by all the parties to this Agreement.
16. Law and Jurisdiction
This Agreement is governed by the laws of Scotland and the parties submit to the jurisdiction of the Courts of Scotland.