MLS * STANDARD TERMS AND CONDITIONS

 

[“Service” in this document means Translation, Interpreting, Voiceover, Typesetting, Fonts, Software, Hardware, Consultancy or any other services provided by MLS .]

[“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 MLS]

[“Supplier” or “Provider” in this document means the current or future supplier or provider to MLS of the Service in question]

 

 (I) QUOTATION

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 MLS, acceptance being subject to MLS’s Standard Terms and Conditions to the exclusion of any of the Customer’s terms where these conflict.

 

(II) SALE

 

1) Delivery

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 MLS. Time shall not be the essence of the sale and unless agreed otherwise by MLS the Customer agrees to pay for the Services along with their purchase order. Postage, packing and other delivery-related costs will be recharged.

 

2) Translations

Where there is an element of Translation in a Service by MLS to the Customer, the MLS General Trems of Translation will apply, a copy of which is appended at the end of this document. Where any conflicts exist between the provisions of the two documents, the provisions of MLS 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 MLS, 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 MLS

b) In all cases, the Customer is responsible for testing the Service before live use, and allowing sufficient time & resources for it.

c) MLS does not accept responsibility for any delay or non-performance by other suppliers involved in providing related hardware, software or other Services.

 

4) Title

Title to all the Services provided by MLS shall remain with MLS 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.

 

5) Hardware/Accessories/Media

Any hardware accessories or media are provided to the Customer for use as recommended by the manufacturer and MLS 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 MLS in writing, payment for all Services shall be along with their purchase order. Where accounts have been set up by MLS for the Customer in writing, the Customer agrees to pay MLS strictly within the credit terms & settlement period of the date of all invoices. Unless agreed in writing by MLS 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 MLS interest (at the current Bank of England base rate+8%) on overdue invoice amounts plus a reasonable cost of recovery as determined by MLS.

 

7) Cancellations & Returns

An order accepted by MLS can only be cancelled or partly cancelled by the Customer on terms which will compensate MLS for any actual or anticipated costs and loss of profit. All Services associated with any Returns or Cancellations must be notified to MLS in writing within one working day of placement of orders, or within seven days of receipt of such delivered Service.

 

8) Refunds

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 MLS, 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.

 

9) Liability

MLS 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 MLS 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 MLS 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 MLS prior to the order. Where a third party translator has been used by MLS, the liability would rest with the third party translator, and in any case limited to the cost of the Translation Service agreed by MLS prior to the order.

 

10) Software/ Font License

Unless the Customer is specifically authorised in writing by MLS, any software or fonts supplied by MLS 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 MLS and paid for as part of a “multi-user” or “multi-device” license or any other form of license granted to the Customer by MLS. Breach of this condition renders the Customer liable to pay MLS the full price of every extra copy of the software made or used by the Customer.

 

(III) SUPPORT

Support by telephone, fax or email may be provided by MLS to the Customer where possible at MLS’s discretion. Support may at times be carried out by MLS’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 MLS of an Annual Support Contract. In circumstances where such a contract has not been purchased by the Customer, MLS may refuse to provide on-going support to the Customer.

 

ACCEPTANCE OF ABOVE TERMS & CONDITIONS

By ordering or accepting delivery of any MLS 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

 

GOVERNING LAW

All Terms & Conditions contained herein are governed by the Laws of England.

* MLS is short for Multilingual Solutions, a trading name of Language Market Limited. Registered in England No 2727704

MLS* General Terms of Translation

(Appendix to MLS 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.

 

Definitions

1. MLS shall mean Multilingual Solutions which is a trading name of Language Market Limited, a Company registered in England No: 2727704.

Translator shall mean the party

providing a translation and may be subcontracted by MLS 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.

MLS 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

contracts.

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

Translation Rights

2. MLS 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 MLS harmless from any claim for

infringement of copyright and/or other

intellectual property rights in all cases.

The Client likewise undertakes to keep MLS 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

3. In the absence of any specific

agreement, the fee to be charged shall be determined by MLS 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 MLS

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

MLS on the basis of the Client’s description of the task may be subject to

amendment by agreement between the

parties if, in MLS’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 MLS 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 MLS.

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 MLS, 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,

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.

7. If any changes are made in the text or

the Client’s requirements at any time while the task is in progress, MLS’s fee, any applicable supplementary charges and the terms of delivery shall be adjusted in respect of the additional work.

 

Delivery

8. Any delivery date or dates agreed

between MLS and the Client shall become binding only after MLS 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, MLS

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

9. Unless agreed otherwise in writing by MLS prior to undertaking work for the Client, payment in full to MLS shall be effected not later than 30 days from the date of invoice by the method of payment specified.

For long assignments or texts, MLS

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, MLS 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 MLS.

MLS 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 MLS, 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 MLS retains the

copyright, unless otherwise agreed in

writing, any published text of the

translation shall carry the following

statement: "© (English or other) text

(MLS’s name) (Year date)" as

appropriate to the particular case.

13. Where MLS assigns the

copyright and the translation is

subsequently printed for distribution, the

Client shall acknowledge MLS’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 (MLS’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 MLS 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 MLS in writing and the agreed fee has been paid in full.

It shall be the duty of the Client to notify

MLS that such use will be made

of the translation.

15. All translations are subject to MLS and its subcontracted translators’ right of integrity.

If a translation is in any way amended or

altered without the written permission of

MLS, it shall not be in any way liable for amendments made or their consequences.

If MLS 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 MLS’s written permission.

The right of integrity may be specifically

waived in advance by MLS in

writing.

 

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 MLS 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. MLS 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, MLS shall insure documents in transit from MLS, at the Client’s

expense.

 

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 MLS 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 MLS shall have the right to terminate a contract.

21. Neither MLS 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.

MLS shall notify the Client as

soon as is reasonably practical of any

circumstances likely to prejudice MLS’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 MLS 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 MLS’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 MLS.

Such entitlement shall only apply after MLS has been given one opportunity to bring the work up to the required standard.

This entitlement shall not apply unless MLS has been notified in writing of all alleged defects.

23. Any complaint in connection with a

translation task shall be notified to MLS

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 MLS 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, MLS’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 MLS 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 MLS in writing, and

2) such liability is restricted to an agreed

limit of cover under any professional indemnity insurance available to MLS.

 

 

Unfair Competition

26. Where in the course of MLS’s Client is an intermediary and introduces MLS to a third-party work-provider, MLS 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 MLS, or

• MLS 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 MLS’s services.

 

Applicability and Integrity

27. 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.