These Terms of Business are issued by IVONA TILLETT (hereinafter referred to as the Service Provider) and are the basis on which she executes translation, interpreting and related work.

1. Agreement

1.1 This Agreement shall come into effect either (1) when the Client signs the Agreement; or (2) when the Client commences delivery of the material to be translated or proofread, or of other services; or (3) when the Service Provider provides any services under the Agreement, whichever is earliest.
1.2 This Agreement may be subject to any detailed requirements or variants expressly specified in the order relating to a particular task.
1.3 No waiver of any breach of any condition in this Agreement shall be considered as a waiver of any subsequent breach of the same or any other provision.
1.4 This Agreement shall apply to both services completed for payment and services completed pro-bono.

2. Applicable law

These General Terms and Conditions of Business shall be governed by the laws of England and the Client agrees to submit to the exclusive jurisdiction of the English courts. The Code of Professional Conduct of the Chartered Institute of Linguists, and the NRPSI Code of Professional Conduct are followed.

3. Definitions

In these General Terms and Conditions of Business:

  • the Client is the person or corporate body that places a Commission;
  • the Commission is the assignment or work placed with the Service Provider by the Client and may comprise translation, abstracting, revising/editing translations or any other similar work or associated work to be agreed between the Client and the Service Provider ;
  • the Agreement is the contract entered into between the Client and the Service Provider in respect of the Commission and any requirements of the Commission;

  • the Service Provider is the practitioner who accepts the Commission;
  • the source language is the language in which the text to be translated or abstract is written;
  • the target language is the language into which the text of the commission is to be translated or the abstract is to be written; any text to be revised or edited will also be in the target language;
  • for the purpose of translation and related work, requirements shall include the required layout, software, deadlines, target language, the purpose of the translation or related work (e.g. whether for publication, information), method of delivery, any special terminology to be used, whether proof reading/checking will be done by the client.
  • for the purpose of interpreting and related work, requirements shall include any special terminology to be used and notified in advance to the Service Provider by the Client and the Client shall also provide the Service Provider with relevant documents, e.g. agenda, subject-matters/reports to be discussed during the conference/meeting, further background information (if available), any existing glossaries and lists, as well as an overview of participants and/or speakers at the very latest one week prior to the assignment unless otherwise agreed.

4. Purpose

These General Terms and Conditions of Business are intended:

a) as a basis for executing Commissions and will be made available to Clients on request; and
b) to form the basis of a good working relationship between Clients and the Service Provider.

5. Acceptance

5.1 A Commission shall not be considered as agreed and confirmed until confirmation is made in writing between the Service Provider and the Client.
5.2 Where in the course of business the Service Provider’s Client is an intermediary and introduces the translator to a third-party work-provider, the Service Provider 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 the translator, or

• the translator acts on the basis of information in the public domain, or

• the approach from the third party is independent of the relationship with the intermediary, or

• the approach to the third party arises as the result of broad-band advertising, or

• the third party is seeking suppliers on the open market, or

• the intermediary only makes isolated use of the translator’s services.

The courts take a very dim view of any restraints on trade. This clause represents what is believed to be a fair compromise.

The essential principle is that a Service Provider should not, as a direct or indirect consequence of an introduction by an intermediary, attempt to make any approach to a potential Client which would be to the detriment of that intermediary’s interests in the foreseeable future.

In order not to contravene the Codes of Conduct observed, the Service Provider must be able to show that at least one of the exemptions applies.

6. Force majeure

6.1 If unavoidably prevented from fulfilling the Commission, the Service Provider will notify the Client of the circumstances, which shall entitle the Client and Service Provider to withdraw from the agreement. The Client shall pay the Service Provider for any work completed and in consultation with the Client, use reasonable endeavours to source a replacement Service Provider of equivalent competence and qualifications.
6.2 As a safeguard against hard disk failure or theft of computer equipment, the Service Provider will back up all work externally.

7. Fees

7.1 Fees/rates shall be agreed before the Commission is commenced and any quotation based on the Client’s description of the work shall only be binding once full details of the Commission and the requirements have been confirmed in writing.
7.2 An estimate shall not be considered contractually binding, but given for guidance or information only.
7.3 The Service Provider will not provide free “test” translations.
7.4 Any fee quoted, estimated or agreed by the Service Provider on the basis of the Client’s description of the task may be subject to amendment by agreement between the parties if, in the Service Provider’s opinion on having seen the material, that description is materially inadequate or inaccurate.
7.5 Other supplementary charges may also be charged, such as those arising from:

  • discontinuous text, complicated layout or other forms of formatting requiring additional time or resources;
  • poorly legible copy, or handwritten text;
    extensive terminological research;
  • urgent work or work outside normal office hours in order to meet the Client’s deadline or other Requirements.
    The nature of such charges shall be agreed in advance and shall be at least 50% of the Commission fee/rate. The Service Provider reserves the right to decline work if an agreement is not reached in these instances.

7.6 If it emerges after the Commission has commenced that not all the relevant information has been provided and/or if there are any changes to the requirements, the Service Provider may vary the fees/rates accordingly.

8. Payment

8.1 All work must be paid for and payment shall be made as soon as possible, but no later than within 30 days of the date of the invoice issued by the Service Provider to the Client.
8.2 In the case of long commissions, the Service Provider may require payment in instalments.
8.3 Should the Service Provider request it, payment shall be made upfront before the commencement of the work.
8.4 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 8.1.
8.5 Where delivery is in instalments and notice has been given that an interim payment is overdue, the Service Provider shall have the right to stop working on the Commission at hand until the outstanding payment is made or other terms agreed.
8.6 The Service Provider reserves the right to add interest at the rate of three per cent (3%) above the base rate of Barclays Bank calculated on a daily basis from the date when such payment fell due until the date of payment.
8.7 This action shall be without prejudice to any sums due and without any liability whatsoever to the Client or any Third Party.

9. Cancellation

9.1 If a Commission 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 9.4, pay the Service Provider the full fee unless otherwise agreed in advance.
9.2 The work completed shall be made available to the Client.
9.3 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.
9.4  Neither the Service Provider 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.
9.5 The Service Provider shall notify the Client as soon as is reasonably practical of any circumstances likely to prejudice the Service Provider’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.

10. Copyright

In translating

10.1 In the absence of a specific written agreement to the contrary, copyright in the Commission remains the property of the Service Provider.
10.2 Copyright may subsist in material in written or spoken form or recorded in electronic form.
10.3 When it is agreed that copyright is to be assigned to the Client after translation, such copyright shall only be assigned when full payment for the Commission has been received. Until such time, the copyright shall be owned by the Service Provider.
10.4 If the translation is to be incorporated in a translation memory, the Service Provider shall license use of the translation for this purpose.
10.5 If the translation is in any way amended or altered without the Service Provider s written permission, the Service Provider shall not be in any way liable for the amendments made or their consequences.
10.6 If the Service Provider assigns copyright and the translation is subsequently published, the Service Provider expects the Client to acknowledge its work in the same way as for others involved in the publication, unless otherwise agreed (for example, in the case of promotional material).

In Interpreting

10.7 The interpretation is the intellectual property of the Service Provider and is therefore covered by copyright law. Before recording the Service Provider’s work, the Service Provider’s written consent must be sought. It is up to the Service Provider to refuse such consent. Generally the recording of the Service Provider’s work is only acceptable for internal use (such as the creation of minutes) and not for publication. It must be borne in mind that a Service Provider’s interpreting work is made for the moment and is influenced by many aspects of the working situation (background noise, sound quality, speaker’s gestures etc.). Voice-over artists offer their services for any other recordings. If the Service Provider consents to the recording of his or her voice, a recording fee becomes applicable.

In tutoring/assessing

10.8 The tutoring/assessment sessions, glossaries, recordings and related materials are the intellectual property of the Service Provider and therefore covered by copyright law. Before recording the Service Provider’s sessions, the Service Provider’s written consent must be sought.

On the website and other media

10.9 Any texts, pictures, videos and related materials published on the website, on social media or otherwise is the intellectual property of the Service Provider and is therefore covered by copyright law. Before copying the Service Provider’s work, the Service Provider’s written consent must be sought. It is up to the Service Provider to refuse such consent.
10.10 The Service Provider reserves the right to request damages of £10000 or more for any unauthorised use of their work, including materials published on the Service Provider’s website and social media, and reserves their right to initiate legal action.

11. Confidentiality

11.1 The Code of Professional Conduct of the Chartered Institute of Linguists requires Service Providers who are CIOL members to treat all work performed by them or any third parties (e.g. checkers, proofreaders) and any information given to them as confidential.
11.2 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 Source Material or translations thereof and shall not disclose it to Third Parties without the express authorisation of the Client. Furthermore, the Service Provider shall process all personal data in accordance with the provisions of the General Data Protection Regulation. Further information on this can be found in the Service Provider’s Privacy Policy.
11.3   Notwithstanding clauses 11.1 And 11.2, the parties agree that a Third Party may be subcontracted as outlined in 12 below or consulted over specific translation and terminology queries in relation to the Source Material.
11.4 The Client shall not, without the express written consent of the Service Provider, disclose to third parties any information relating to his/her fees.
11.5 The Service Provider shall be responsible for the safe-keeping of the Client’s Source Material and copies of the Commissions, and shall, where necessary, ensure their secure disposal.
11.6 The Service Provider will not make copies in addition to those required in the normal conduct of business and copies shall be for internal use only. Only such copies shall be retained as are required for professional indemnity insurance.

12. Outsourcing

12.1 The Service Provider reserves the right to subcontract or otherwise outsource all or part of the Commission to any Third Party the Service Provider selects and shall be under no obligation to notify the Client of either the selection of such Third Party or of any subsequent change to the identity of the selected Third Party.
12.2 The Service Provider shall ensure that the Third Party has the necessary qualifications, experience and expertise to perform the work outsourced or subcontracted. All work will be checked in house by the Service Provider prior to delivery to the Client to ensure it is of sufficiently high quality, meets the Client’s requirements and meets the provisions and spirit of the Chartered Institute of Linguists.
12.3 The Third Party shall be bound by the terms of confidentiality set out in these General Terms and Conditions of Business.

13. Complaints

13.1 Any complaint by the Client about the Service Provider’s work shall be submitted to the Service Provider within 30 days of delivery of the Commission.
13.2 Failure by the Service Provider to meet agreed order Requirements or to provide a Commission that is fit for its stated purpose shall entitle the Client to:
reduce, with the Service Provider’s consent, the fee payable for work done by a sum equal to the reasonable cost necessary to remedy the deficiencies; and/or
cancel any further instalments of work being undertaken by the Service Provider. Such entitlement shall only apply after the Service Provider has been given a reasonable opportunity to bring the work up to the required standard.
13.3 The entitlement referred to in clause 13.2 shall not apply unless the Service Provider has been notified in writing of all alleged defects.

14. Liability

14.1 The Commission shall be carried out by the Service Provider using reasonable skill and care and in accordance with the provisions and spirit of the Code of Professional Conduct of the Chartered Institute of Linguists.
14.2 Time and expense permitting, the Service Provider shall use reasonable commercial endeavours to do the work to the best of her ability, knowledge and belief, and consulting such authorities as are reasonably available to her at the time.
14.3 Subject to clause 12.4, a Commission shall be fit for its stated purpose and target readership, and the level of quality specified.
14.4 Unless specified otherwise, Commissions shall be deemed to be of “for information” quality only.
14.5 Neither party shall, under any circumstances whatsoever, be liable to the other, whether in contract, tort (including negligence) or restitution, or for breach of statutory misrepresentation, or otherwise, for any:

  • loss of profit;
  • loss of goodwill;
  • loss of business;
  • loss of business opportunity;
  • loss of anticipated saving;
  • loss of corruption of data or information; or
  • special, indirect or consequential damage, suffered by the other party that arises under or in connection with the Agreement.

14.6 Without prejudice to clause 14.5, the Service Provider’s total liability arising under or in connection with the Agreement, whether in contract, tort (including negligence) or restitution, or for breach of statutory misrepresentation, or otherwise, shall in all circumstances be limited to the amount of the cost of the Commission being undertaken when the liability arises.

These terms and conditions were last updated on 27/05/2021.