LANGUAGE MARKET LIMITED ( LML*)
STANDARD TERMS AND CONDITIONS
STANDARD TERMS OF BUSINESS
[“Service” in this document means Translation, Interpreting, Voiceover, Typesetting, Fonts, Software, Hardware, Consultancy or any other services provided by LML .]
[“Customer” “Client” or “User” in this or related documents means the current or future user of a Service in question who is party to the purchase of that Service from LML]
[“Supplier” or “Provider” in this document means the current or future supplier or provider to LML of the Service in question]
All time scales, prices (which are net of delivery) and terms other than those in this document are valid for 30 (thirty) days only from the date of the quotation. A quotation can only become an order when expressly accepted by LML, acceptance being subject to LML’s Standard Terms and Conditions to the exclusion of any of the Customer’s terms where these conflict.
The Services shall be delivered to the Customer as soon as possible after the Customer’s order (with payment where necessary) is received and cleared by LML. Time shall not be the
essence of the sale and unless agreed otherwise by LML the Customer agrees to pay for the Services along with their purchase order. Postage, packing and other delivery-related costs
will be recharged.
Where there is an element of Translation in a Service by LML to the Customer, the LML General Terms of Translation will apply, a copy of which appears below as an Appendix to this document. Where any conflicts exist between the provisions of the two documents, the provisions of LML Standard Terms & Conditions shall prevail.
3) Installation & Use
The Customer shall be responsible for providing any (other) software, services or ancillary equipment which is necessary for the delivery, installation and operation of the Services.
Unless otherwise agreed specifically in writing by LML, installation of fonts or software will be on a time and materials basis, and will need to be arranged & paid for by the Customer.
a) The Customer shall be responsible for the preparation of any data files & other software and the provision of suitable equipment & operator(s) for the installation & use of any software, font or other Services supplied by LML
b) In all cases, the Customer is responsible for testing the Service before live use, and allowing sufficient time & resources for it.
c) LML does not accept responsibility for any delay or non-performance by other suppliers involved in providing related hardware, software or other Services.
Title to all the Services provided by LML shall remain with LML until paid for in full either by the Customer or any third party with whom the Customer makes a financial arrangement to whom it is intended that title shall eventually pass. The risk of loss, damage or destruction passes to the Customer on delivery.
Any hardware accessories or media are provided to the Customer for use as recommended by the manufacturer and LML does not accept responsibility for any damage loss or injury incurred by the Customer in using such items.
6) Payments & Overdue Invoices
Unless otherwise agreed by LML in writing, payment for all Services shall be along with their purchase order. Where accounts have been set up by LML for the Customer in writing, the Customer agrees to pay LML strictly within the credit terms & settlement period of the date of all invoices. Unless agreed in writing by LML such credit terms & settlement periods do not exceed 30 (thirty) days. In accordance with The Late Payment of Commercial Debts (Interest) Act 1998 as amended by the Late Payment of Commercial Debts Regulations 2002, the Customer agrees to pay LML interest (at a rate of 8% per annum) on overdue invoice amounts plus a reasonable cost of recovery as determined by LML.
7) Cancellations & Returns
An order accepted by LML can only be cancelled or partly cancelled by the Customer on terms which will compensate LML for any actual or anticipated costs and loss of profit. All Services associated with any Returns or Cancellations must be notified to LML in writing within one working day of placement of orders, or within seven days of receipt of such delivered Service.
All requests for refund of goods must be made in writing within fifteen days of receipt. Non-physical Services cannot be refunded. Software products that have been opened cannot be returned or refunded if any copy-protection has been breached, or the goods cannot be re-sold due to any reason. No product can be accepted for refund after thirty days of invoice date.
Where refund & return policies are determined by respective manufacturers or Suppliers, and these are less favourable than corresponding policies of LML, those of manufacturers take precedence and apply to the Sale. All Microsoft product sales are final ie. cannot be refunded. Delivery costs cannot be refunded under any circumstances.
LML shall not be liable for direct, indirect or consequential loss or damage of any sort or injury in connection with provision or non-provision of any Service to the Customer and the Customer shall indemnify LML in respect of any claim arising from the use or non-use, possession or operation of the Services by the User. In the case of Translation Services, all material submitted to the Customer by LML must be checked thoroughly before live use or submission to end-users. Liability for all such material is limited to the cost of the Translation Service agreed by LML prior to the order. Where a third party translator has been used by LML, the liability would rest with the third party translator, and in any case limited to the cost of the Translation Service agreed by LML prior to the order.
10) Software/ Font License
Unless the Customer is specifically authorised in writing by LML, any software or fonts supplied by LML is for use with a single computer and printing device. Use with any extra numbers of computers and or printing devices required by the Customer must be purchased from LML and paid for as part of a “multi-user” or “multi-device” license or any other form of license granted to the Customer by LML. Breach of this condition renders the Customer liable to pay LML the full price of every extra copy of the software made or used by the Customer.
Support by telephone, fax or email may be provided by LML to the Customer where possible at LML’s discretion. Support may at times be carried out by LML’s suppliers or other third parties. Customers agree to allocate sufficient time & resources (including any overseas calls to third parties) to correct operation of Services before live use. On-going support for the Service(s) will only be provided to the Customer upon the purchase from LML of an Annual Support Contract. In circumstances where such a contract has not been purchased by the Customer, LML may refuse to provide on-going support to the Customer.
ACCEPTANCE OF ABOVE TERMS & CONDITIONS
By ordering or accepting delivery of any LML Services, the Customer hereby accepts all the Terms and Conditions outlined herein to the exclusion of the Customer’s Terms & Conditions where conflicts between the two arise.
All Terms & Conditions contained herein are governed by the Laws of England.
* Company registered in England no: 2727704, VAT Registration no: 626 4035 57
LML* General Terms of Translation
(Appendix to LML Standard Terms of Business)
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.
1. * LML shall mean Language Market Limited which
is a Company registered in England No: 2727704.
Translator shall mean the party
providing a translation and may be
subcontracted by LML to carry out a Translation task.
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.
Client shall mean the party commissioning
a translation 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.
LML may act as an intermediary. A relationship involving an
intermediary of any nature acting in the normal course of
business shall comprise two (or more)
direct and discrete translator/Client
Source material shall be understood to
mean any text or medium containing a
communication which has to be translated,
and may comprise text, sound or images.
Copyright in Source Material, and
2. LML 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 LML
harmless from any claim for
infringement of copyright and/or other
intellectual property rights in all cases.
The Client likewise undertakes to keep LML
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
3. In the absence of any specific
agreement, the fee to be charged
shall be determined by LML 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 LML
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
LML on the basis of the Client’s description
of the task may be subject to
amendment by agreement between the
parties if, in LML’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.
4. Subject to the second paragraph of
clause 3 above, a binding quotation once given after
LML 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.
5. Costs of delivery of the translation shall normally be borne by LML.
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 LML,
it shall not be borne by the Client,
unless otherwise agreed.
6. Other supplementary charges, for
example those arising from:
• discontinuous text, complicated layout
or other forms of layout or presentation
requiring additional time or resources,
• 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.
7. If any changes are made in the text or
the Client’s requirements at any time while the
task is in progress, LML’s fee, any applicable
supplementary charges and the terms of delivery
shall be adjusted in respect of the additional work.
8. Any delivery date or dates agreed
between LML and the Client shall become binding
only after LML 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, LML
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.
9. Unless agreed otherwise in writing by LML prior to
undertaking work for the Client, payment in full to LML
shall be effected not later than 30 days from the date of
invoice by the method of payment specified.
For long assignments or texts, LML
may request an initial payment and periodic partial payments
on terms to be agreed.
10. 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 9.
Interest shall automatically be applied at
the rate of 8% per annum 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 installments and
notice has been given that an interim
payment is overdue, LML 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.
ITI Reference 019 (01/05)
Copyright in Translations
11. In the absence of a specific written
agreement to the contrary, copyright in the
translation remains the property of LML.
LML 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
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 LML, and the
conditions applicable to assignment of
copyright and the grant of a license to
publish shall be as specified above in
relation to a completed translation.
12. Where LML retains the
copyright, unless otherwise agreed in
writing, any published text of the
translation shall carry the following
statement: "© (English or other) text
(LML’s name) (Year date)" as
appropriate to the particular case.
13. Where LML assigns the
copyright and the translation is
subsequently printed for distribution, the
Client shall acknowledge LML’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 (LML’s name)", as appropriate to the particular case.
14. Where a translation is to be
incorporated into a translation memory
system or any other corpus LML shall license use
of the translation for this purpose for an agreed fee.
Such incorporation and use shall only take place after
the license for the purpose has been granted by LML
in writing and the agreed fee has been paid in full.
It shall be the duty of the Client to notify
LML that such use will be made
of the translation.
15. All translations are subject to LML and its
subcontracted translators’ right of integrity.
If a translation is in any way amended or
altered without the written permission of
LML, it shall not be in any way liable for amendments
made or their consequences.
If LML 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 LML’s written permission.
The right of integrity may be specifically
waived in advance by LML in
Confidentiality and Safe-keeping of the Client’s Documents
16. No documents for translation shall be deemed
to be confidential unless this is expressly stated by the Client.
However LML 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.
17. LML shall be responsible for the safe-keeping
of the Client’s documents and copies of the translations,
and shall ensure their secure disposal.
18. If requested to do so by the Client, LML shall insure
documents in transit from LML, at the Client’s
Cancellation and Frustration
19. 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 LML the full
contract sum unless otherwise agreed in advance.
The work completed shall be made
available to the Client.
20. 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
LML shall have the right to terminate a contract.
21. Neither LML 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.
LML shall notify the Client as
soon as is reasonably practical of any
circumstances likely to prejudice LML’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
22. Failure by LML to meet
agreed order requirements or to provide
translation which is fit for its stated
purpose shall entitle the Client to:
1) reduce, with LML’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 installments of work
being undertaken by LML.
Such entitlement shall only apply after LML has been
given one opportunity to bring the work
up to the required standard.
This entitlement shall not apply unless LML has been
notified in writing of all alleged defects.
23. Any complaint in connection with a
translation task shall be notified to LML
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.
24. 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
25. The translation task shall be carried
out by LML or its subcontracted Translators 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, LML’s
(subcontracted) translator shall use his or her best
endeavours to do the work to the best of his or her
ability, knowledge and belief, and consulting such
authorities as are reasonably available to him/her 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 LML 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 LML in writing, and
2) such liability is restricted to an agreed
limit of cover under any professional indemnity
insurance available to LML.
26. Where in the course of LML’s Client is an
intermediary and introduces LML to a third-party
work-provider, LML shall not knowingly, for a period
of 6 months from return of the last translation task
arising from the introduction, approach the said
third party for the purpose of soliciting work,
nor work for the third party in any capacity
involving translation, without the
Client’s written consent.
However, this shall not apply where:
• the third-party work-provider has had
previous dealings with LML, or
• LML acts on the basis of
information in the public domain, or
• the approach from the third party is
independent of the relationship with the
• the approach to the third party arises
as the result of broad-band advertising,
• the third party is seeking suppliers on
the open market, or
• the intermediary only makes isolated
use of LML’s services.
Applicability and Integrity
27. These General Terms of Translation shall be
construed jointly with Language Market Limited's
Standard Terms of Business and 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.
* Company registered in England no: 2727704, VAT Registration no: 626 4035 57