ITR International Translation Resources Ltd.
1. Definitions. 'ITR' means ITR International Translation Resources Ltd its directors and employees subsidiary and associated companies local representatives agents and contractors. 'Work' means any translation interpreting typesetting printing voice-over recording or any other service supplied by ITR. The 'customer' means the company person firm or organisation for whom ITR is to supply services under this contract including the customer's directors employees local representatives and agents to the intent that where the customer comprises more than one person their rights and liabilities hereunder shall be joint and several.
2. Cost variation. Quotations are based on costs of production and foreign exchange rates current at the time the quotation is given and shall be subject to amendment by ITR on or at any time thereafter to meet any rise or fall in such costs and exchange rates.
3. Tax. ITR shall be entitled to charge the amount of any value added tax, import or export duty or any other local tax as may be imposed by overseas authorities, whether or not stated on ITR's quotation or invoice.
4. Preliminary work. ITR shall be entitled to charge for any work carried out at a customer's request whether experimentally or otherwise at the normal rates applicable for completed work.
5. Abbreviations, measurements and proper nouns. ITR shall not assume any liability for the translation of any abbreviations or acronyms nor for conversions from one system of measurement to another nor for the transliteration of proper nouns from one script to another.
6. Terminology. ITR is entitled to employ appropriate terminology of its choice in any foreign language and cannot be held responsible for achieving consistency with translations or material in existence unless copies of such material are provided by the customer with instructions for this specific purpose.
7. Customer's copy supplied. ITR shall be under no obligation to indicate or correct any errors or omissions in any copy supplied by the customer for translation or typesetting.
8. Proofs. Author amendments (other than those correcting errors made by ITR) including alterations in style and the cost of additional proofs necessitated by such amendments will be charged extra.
9. Intellectual property rights. [a] Any and all copyrights and other intellectual property rights and moral rights under the Copyright Designs and Patents Act 1988 in work produced by ITR (including permitted recordings of ITR interpreters) are the property of and shall remain vested in ITR unless otherwise agreed in writing by a duly authorised representative of ITR (on such terms as may be agreed between the parties but so that in any event such rights or licences thereof shall not vest in the customer until payment by the customer of ITR of all fees and expenses for the time being payable by the customer to ITR). [b] For the purposes of the Copyright Designs and Patents Act 1988 ITR hereby asserts its moral rights in relation to all work produced under this contract. [c] The customer hereby warrants to ITR that it has obtained all relevant third party consents for the translation or adaptation for which the parties hereby contract and ITR does not undertake responsibility for obtaining such consents from any person having intellectual property or other rights in the items to be translated or adapted.
10. Providing interpreters. [a] ITR provides interpreters on condition that the customer shall not approach or instruct or appoint the same interpreter directly for further assignments during the twelve month period immediately following completion of the contract with ITR and the customer agrees that it shall (i) notify ITR in writing of the terms duration and fees payable for such assignment within 7 days after any approach instruction or appointment made in breach of this condition and (ii) thereafter shall pay to ITR within 7 days after written demand from ITR 50% of the total fees and expenses that would have been charged by ITR for that assignment had it been instructed (as to the amount of which ITR's written demand shall be conclusive). [b] In the event of a customer cancelling an interpreting assignment or failing to make use of ITR's services on the dates and terms specified in the contract ITR shall be entitled to the contract fees in full plus any other expenses it has thereby incurred. [c] No recording shall be made of the interpretation without the prior consent of ITR. [d] ITR shall be entitled to receive a full agenda, list of participants and documentation in each of the relevant languages at least 2 weeks in advance of the assignment to assist the interpreter(s) in preparing for the assignment. [e] Fees shall be agreed beforehand and based on a daily base rate for a working day. A working day shall not exceed 6 hours. A briefing day is payable at the base rate.
11. Delivery. [a] Every effort will be made to effect delivery as instructed but delivery times quoted are approximate estimates only and time is not of the essence for the purpose of this contract unless ITR is notified otherwise in writing in accordance with clause 14(a). [b] In effecting delivery ITR acts on behalf of the customer and shall be indemnified in respect of all delivery charges customs charges import duties local taxes and any other disbursements whether quoted by ITR or not. [c] Risk in the goods shall pass to the customer at the time of despatch by ITR. [d] All work delivered shall be deemed satisfactory unless ITR receives notification of a claim in accordance with clause 14 below. [e] ITR shall be entitled to charge for any costs it incurs in expediting delivery at the customer's request. [f] In the event of work being suspended or delayed at the request of or through the fault of the customer ITR shall be entitled to full payment for work already carried out materials ordered and any other costs expenses or loss incurred by ITR as a result of such suspension of work or delay.
12. Variations in quantity. Every endeavour will be made to deliver the correct quantity of goods ordered but ITR shall not be liable to the customer if it delivers quantities within a margin of 10% over or under the contract quantity provided that any excess or shortfall is charged in addition to or deducted from the contract price (as appropriate).
13. Payment. [a] Payment shall be due within the period for payment specified on each invoice submitted by ITR to the customer unless other terms are agreed in writing. [b] The customer shall be liable to ITR for interest at the rate of 2% per month on all sums outstanding from the date payment falls due until the date of the actual payment but ITR's failure to charge such interest on any one occasion of non-payment by the customer does not constitute a waiver of ITR's right to charge such interest in the event of future non-payment. [c] The customer's failure to pay the contract price within the period for payment specified in ITR's invoice shall entitle ITR to cancel the contract and to cancel or suspend any work being carried out under the contract or any other contract existing between the parties without being liable for any consequential loss and without prejudice to its rights to recover payment for work carried out up to the date of default by the customer, [d] ITR reserves the right to set off monies received from the customer against any outstanding amount due under the current contract or any other contract or business relations between the parties in such order of priority as ITR in
its absolute discretion may think fit. [e] The customer shall be liable to ITR for all costs and disbursements reasonably incurred by ITR in recovering payment of all sums due to it from the customer. Such costs and disbursements shall carry interest at the rate of 2% per month in accordance with clause 13(b).
14. Liability. [a] ITR shall not be liable to the customer for any loss arising from delay on the part of ITR in completing the work unless the customer has notified ITR in writing that time is of the essence of the contract and ITR defaults in delivering the work within 14 days after the delivery date agreed with the customer but in any event ITR's liability to the customer hereunder shall not extend to any indirect or consequential loss or loss of profits or any third party claims and shall not exceed the contract price. [b] ITR shall not be liable to the customer for any loss arising from any alleged defect in the work unless written notification of such defect is received by ITR within 14 days after delivery of the work, [c] In any event ITR's liability (if any) shall be limited to rectifying any such defects so notified and found by ITR to be present in the work (provided that the cost of such rectification does not exceed the contract price) or at ITR's option to refunding such part of the contract price as ITR considers equitable in all the circumstances, [d] Except as set out in paragraphs [a] and [b] and [c] above, ITR shall be under no liability to the customer for any direct or indirect loss damage expense loss of profits or consequential loss or injury suffered by the customer or by any third party (except for personal injury or death caused by the negligence of ITR) arising from any defect in the substance or form of work any misrepresentation delay in transit or any other cause arising in the course of ITR's performance of this contract whether or not caused by the negligence of ITR. [e] The customer's attention is drawn to the foregoing provisions of this clause which limit ITR's liability: the reason for this limitation of liability is that ITR is not in a position to assess the consequence to the customer of any delay or failure on ITR's part to perform its obligations. The customer will be able to make such an assessment and therefore to ensure against such an eventuality.
15. Standing matter. [a] Metal film glass and other materials used by ITR in the production of type plates moulds stereotypes electrotypes filmsetting negatives positives video and film masters and the like shall remain the property of ITR. [b] Electronic data artwork and films may be effaced or destroyed immediately after the order is executed unless instructions to the contrary are received in writing. In the latter event fees for storage and preservation may be charged.
16. The customer's property. [a] The customer's property and all material supplied to ITR by or on behalf of the customer shall be held worked on and carried at the customer's risk and ITR shall not be liable to insure against the risk of any loss or damage to such items. [b] The customer shall fully and effectually indemnify and keep indemnified ITR on demand in respect of any loss or damage caused directly or indirectly to ITR or its property by any property material or data supplied or transmitted by or any act or omission of the customer.
17. General lien and reservation of title. [a] Without prejudice to other remedies ITR shall in respect of all unpaid debts due from the customer have a general lien in all goods and property in its possession (whether worked on or not) and shall be entitled on the expiration of 14 days’ notice to dispose of such goods and property as ITR thinks fit and shall apply any proceeds towards such debts. [b] Notwithstanding delivery of all or any part of the goods or work or their incorporation by the customer in any other goods property in the work shall not pass to the customer until it has made payment in full of all sums due to ITR under this contract. Until that time the customer shall hold the work or goods in the capacity of a fiduciary for and on behalf of ITR and in that capacity the customer shall (subject to paragraph (d) below) be entitled to dispose of the work or goods to its customers but as between the customer and its own customers as principal only. [c] If the customer fails to pay the contract price on the date payment falls due or on the happening of any of the events specified in paragraph [e] below ITR shall be entitled (without prejudice to its other rights and remedies) to recover possession of any goods or work delivered to the customer and the customer hereby grants ITR a licence to enter its premises at any reasonable time during business hours for this purpose. [d] In the event that the customer resells charges lets pledges parts with possession or otherwise disposes of the goods or work produced by ITR or any other goods in which such work has been incorporated prior to the passing of title in accordance with this clause the customer shall be liable in a fiduciary capacity to account to ITR for that part of the proceeds of such disposal which represents the price at which the goods or work were invoiced by ITR to the customer and shall hold that part of the proceeds of such disposal in trust for ITR in a separate account. [e] If before the customer has paid in full all the sums outstanding under this or any other contract between the parties [i] a liquidator receiver administrator administrative receiver or manager is appointed in respect of the customer's affairs or any proposal is made for the liquidation of the customer other than for the purposes of a bona fide reconstruction or amalgamation or [ii] the customer makes an arrangement with its creditors or [iii] the customer is unable to pay its debts for the purposes of section 123 or section 268 of the Insolvency Act 1986 or [iv] distress is levied against any of the customer's goods or property, then the customer shall immediately notify ITR in writing of such event and return to ITR at the customer's expense all goods or work belonging to ITR.
18. Customer's indemnity. [a] ITR shall not be required to translate or print or otherwise publish or disseminate any matter which in ITR's opinion is or may be of an illegal or defamatory nature or which may be regarded as an infringement of any person's intellectual property rights obscene offensive or improper by the authorities of the country of publication or of the countries through which publication may be effected or which may otherwise render ITR liable to any third parties on any ground whatsoever. [b] The customer shall fully and effectually indemnify and keep indemnified ITR on demand in respect of any claim liability costs expenses and taxes incurred by ITR as a result of any such illegal defamatory obscene offensive or improper matter printed produced published or disseminated for the customer or any infringement of the intellectual property rights of any person (including moral rights under the Copyright Designs and Patents Act 1988) or any other liability to third parties whatsoever.
19. Force majeure. ITR shall make every effort to complete the contract but its due performance is subject to cancellation by ITR or to such variation as ITR may think necessary as a result of inability to secure labour, materials or supplies or as a result of any act of God war strike lockout or other labour dispute fire flood monsoon hurricane drought legislation or any other cause (whether foregoing or not) beyond ITR's control but without prejudice to any antecedent rights of ITR that have accrued prior to such termination.
20. Notices. [a] Any notice or other document required to be given under this contract shall be deemed duly given if signed by or on behalf of a duly authorised officer of the party giving the notice and if left at or sent by pre-paid first class or recorded delivery post to ITR at its principal place of business or to the customer at its address as set out overleaf (or as otherwise notified between the parties for the purposes of this clause). [b] Any such notice shall be deemed to be given to and received by the addressee at the time the same is left at the address of or handed to a representative of the party to be served or (in the case of notices or other communications sent by post) two days following the date of posting for a notice or communication sent to an address within the same country as that from which it is despatched or three days following the date of posting of a notice or communication sent to an address within a different country to that from which it is despatched. [c] In proving the giving of a notice it shall be sufficient to prove that the notice was left or that the envelope containing the notice was properly addressed stamped and posted as the case may be.
21. Miscellaneous. [a] This contract shall be governed by and construed in accordance with English law and the parties submit themselves to the non-exclusive jurisdiction of the English courts. [b] If any provision of this contract shall be deemed void or unenforceable under any English statute or common law principle for the time being in force this contract shall nevertheless remain in full force and effect subject to the exclusion of any such provision rendered void or unenforceable as aforesaid. [c] This contract shall be made on the date that ITR sends the customer its written confirmation of its unconditional acceptance of the customer's order and this contract constitutes the entire agreement between the parties and shall prevail over any trading terms submitted or used by the customer.