Terms and conditions
Confidential Information is information (in any form) confidential to either party and disclosed to the other in order to perform the Services.
Intellectual Property Rights are any rights in or to any patent, copyright, registered design, design right, utility model, trade mark, brand name, service mark, trade name, business name, know-how or Confidential Information and any other rights in respect of any other industrial or intellectual property, capable of being registered or not, and including rights to apply for any such rights.
Order is an order provided by you from time to time for Services.
Source Material is documents, files, materials and other content provided in order to carry out the Services.
Services means translation services performed by me for you.
Terms and Conditions are these standard terms and conditions set out below.
Translation is documents, files, materials and other content translated or otherwise derived from the Source Material in accordance with your instructions.
I, me, my refers to Arline Lyons Translation, operated by Japan Connect by Arline Lyons (CHE-115.691.614), address Riedmülestrasse 17, 8305 Dietlikon, Kanton Zürich, Switzerland.
You, your refers to the organisation or person placing an Order
Headings are for convenience only.
Technical terms not otherwise defined will be understood as commonly used in the translation industry.
Where any specific instructions are accepted as part of the Order, they take precedence over these terms and conditions.
2.1 Quotations or estimates are not binding. An Order will only be finalised when I send written confirmation or when the Translation is delivered, whichever is earlier.
2.2 Terms cited in quotations or estimates are valid for 30 days. Any timings are valid for 24 hours.
2.3 All Orders and Services are subject to these Terms and Conditions unless otherwise agreed in writing.
2.4 Quotations and estimates are based on your description of the source material, the purpose of the translation and any other instructions. The quotation or estimate will be amended if these descriptions are inadequate, incomplete or inaccurate.
2.5 Any Services beyond those in the original Order must be agreed in writing, with the original Order updated or a new Order created.
2.6 Services involving translation are defined by character count (known or estimated), subject area, degree of specialisation, purpose of the translation, audience, specific document or document type and instructions. Any change to these renders quotations and estimates null and void, and automatically allows Orders in progress to be updated to account for the changes.
2.7 Services involving review, quality assessment, terminology or other work are defined by estimated hours, character or word count of content, subject area, degree of specialisation, and instructions. Any change to these renders quotations and estimates null and void, and automatically allows Orders in progress to be updated to account for the changes.
3. PRICING AND PAYMENT
3.1 Unless otherwise stated, prices are in Swiss francs (CHF) and are quoted without VAT.
3.2 Quotations or estimates in a currency other than Swiss francs are based on the rate of exchange at the time. Unless otherwise agreed, prices may be revised (up or down) if the rate of exchange is different at the time of invoicing.
3.3 New clients may be required to pay a deposit before work starts.
3.4 Large or long-term projects are partially invoiced at agreed points.
3.5 Ongoing retainer work is invoiced monthly.
3.6 Payments are due within one (1) calendar month from date of invoice. Payments can be made by bank transfer or credit card, or TWINT for Swiss clients. You are responsible for any fees or charges for sending the payment. I am responsible for any fees or charges for receiving the payment.
3.7 Failure to pay an invoice as described above, or in the Order, entitles me to suspend further work both on this and any other order from you.
3.8 Late payments are subject to penalty fees (CHF 50 for the first month, CHF 100 thereafter) and interest (5% per annum, see Art. 104 of The Federal Act on the Amendment of the Swiss Civil Code (Part Five: The Code of Obligations).
4.1 Delivery dates for the Translation are best estimates. Delivery dates will be changed immediately and without any penalty to me if the description of the Source Material is inadequate, incomplete or inaccurate, or in case of any changes to the content of the Order.
4.2 I will not be liable for any delay in delivery or failure to deliver if the delay or failure is due to an Act of God, epidemic, pandemic, fire, inclement or exceptional weather conditions, industrial action, hostilities, governmental order or intervention (whether or not having the force of law) or any other cause whatever beyond my control, or of an unexpected or exceptional nature.
4.3 Delivery is by email unless otherwise agreed.
5. MY RESPONSIBILITY AND LIABILITY
5.1 Services shall be carried out with reasonable skill and care in accordance with industry standards. Where any instructions cannot be followed this will be raised and a mutually agreeable solution found as soon possible.
5.2 Where Source Material or translations created by others are to be used for Translation, review, quality assessment, terminology or other work, and they are found to be of poor quality, you will be asked to either revise the Order to account for the extra time and effort required or have the option to redefine the scope of the Order.
5.3 No terms, conditions or warranties, whether express or implied, about the quality or fitness for purpose of the Services or the Translation shall be incorporated unless expressly set out in these Terms and Conditions or in the Order.
5.4 I bear no liability to you for innocent or negligent misrepresentation by virtue of any statement made by or on behalf of myself prior to the finalisation of the Order, whether orally or in writing, and you are not entitled to cancel any order on the grounds of any such misrepresentation.
5.5 I will use reasonable endeavours to provide the Services to meet your specific requirements, provided they are communicated in writing and agreed prior to acceptance of the Order or start of translation or other work, whichever comes first. No requirements communicated after this time will be entertained unless incorporated in the Order as a change.
5.5 Except in the event of death or personal injury resulting from my negligence and subject to clause 5.6, my liability to you in respect of the provision of Services and / or the Translation is limited as follows.
5.5.1 I am not liable for loss of profit, business, contracts, revenue, damage to your reputation or goodwill, anticipated savings, and or any other indirect or consequential loss or damage whatsoever.
5.5.2 My entire liability to you under any Contract including but not limited to in respect of the Services and the Translation does not exceed the price payable to me by you under the specific Contract to which any complaint relates.
5.6 You must notify me within 30 days of delivery of the Translation of any complaint arising from the provision of Services and /or the Translation, together with full details thereof. I am not liable to you if you fail to notify me of any complaint after 30 days.
6. YOUR RESPONSIBILITY AND LIABILITY
6.1 You warrant, represent and undertake that materials you submit do not contain anything of an obscene, blasphemous or libellous nature and do not (directly or indirectly) infringe the Intellectual Property Rights of any third party.
6.2 You agree, upon demand, to indemnify me (including agents and sub-contractors), and keep us indemnified, from all losses, damages, injury, costs and expenses of whatever nature suffered by me where they are caused by or related to:
6.3.1 use or possession by us of any Source Material provided by you in order to provide the Services, including breach of Intellectual Property Rights of any third party in or to the Source Material,
6.3.2 processing by us of any data (where ‘processing’ and ‘data’ have the meaning given in section 1(1) of the UK Data Protection Act 1998) in the provision of the Services as anticipated by clause 9 below,
6.3.3 any breach of warranty given by you in this clause 6, or
6.3.4 any other breach by you of these Terms and Conditions.
7. INTELLECTUAL PROPERTY
7.1 All Intellectual Property Rights (including but not limited to copyright) in the Source Material rest with you. For the avoidance of doubt, you grant me a licence to store and use the Source Material in order to provide the Services to you.
7.2 All Intellecutal Property Rights (including but not limited to copyright) in the Translation pass to you upon payment of the full price of the Order, including any changes and additions. If the full price is not paid for any reason, all Intellecutal Property Rights (including but not limited to copyright) in the Translation remain mine and the Translation may not be used in any form or for any purpose.
8.1 Subject to clause 8.3, and except as requied for us to provide the Services, neither party may use the other party’s Confidential Information.
8.2 Subject to clause 8.3, neither party may disclose the other party’s Confidential Information to any other person or organisation.
8.3 Either party may disclose the other’s Confidential Information:
8.3.1 when required to do so by law or any regulatory authority, provided that the party required to disclose the Confidential Information, where practicable and legitimate to do so,
18.104.22.168 promptly notifies the other party of any such requirement,
22.214.171.124 co-operates with the other party with regard to the manner, scope or timing of such disclosure or any action that the other party takes to challenge the validity of the requirement.
8.4 The obligation of confidentiality contained within this clause 8 shall survive termination of the Contract howsoever caused.
9. DATA PROTECTION
9.1 Both parties ensure compliance with the relevant provisions of the UK Data Protection Act 1998.
9.2 Any data I am required to process in the course of providing the Services is deemed to be processed on your instructions.
10. CANCELLATION AND TERMINATION
10.1 If, after an Order has been agreed, you subsequently cancel, reduce in scope or frustrate (by an act or omission on your part or any third party relied upon by you) the Order, the full price of the Order remains payable unless otherwise agreed in writing. In the event of non-payment, all Intellectual Property Rights (including but not limited to copyright) arising in the Translation or other work remain with me.
10.2 I am entitled to terminate the current and any outstanding agreed Orders immediately by written notice to you if:
10.2.1 you commit a material breach of the Terms and Conditions and, where the breach can be remedied, you fail to remedy it within 7 days of receipt of written notice, and
10.2.2 you make any voluntary arrangement with your creditors or (being an individual or firm) become bankrupt or (being a company) become subject to an administrative order or goes into liquidation, or an encumbrancer takes possession or a receiver is appointed over any of your property or assets, or you cease or threaten to cease business, or an equivalent or analogous event occurs in any other jurisdiction.
10.3 Any cancellation of an Order does not prejudice any rights or remedies that may have accrued to either party.
11. DISPUTE RESOLUTION
11.1 If any dispute arises between the parties with respect to translation or other similar services provided, it will be referred to a person agreed between the parties or (in default of agreement within 7 days of notice from either party) to a person chosen on the application of either party by the Chairman of the Institute of Translation and Interpreting of the UK.
11.2 This person is appointed as an expert, not as an arbitrator, and their decision is final and binding.
11.3 The cost of such an expert shall be borne equally by the parties, unless such expert otherwise directs.
12.1 Neither party shall be liable to the other for any delay in or failure of performance of its obligations under the Order arising from any cause beyond its reasonable control including Act of God, epidemic, pandemic, government act, war, fire, flood, explosion or civil commotion.
12.2 I may, with your agreement, engage a person or company as our sub-contractor to perform any or all of my obligations.
12.3 Any notice or other communication to be given under these conditions must be in writing and may be delivered or sent by prepaid first class letter post or email. Any notice or document shall be deemed served at the time of delivery if delivered directly, 48 hours after posting if sent by post, or at the time of transmission for email.
12.4 No waiver by ne of any breach of the Contract by you shall be considered as a waiver of any subsequent breach of the same or any other provision.
12.5 If any provision of these Terms and Conditions is or becomes invalid or unenforceable it will be severed from the rest of the Terms and Conditions so that it is ineffective to the extent that it is invalid or unenforceable and no other provisions of the Terms and Conditions shall be rendered invalid, unenforceable or be otherwise effected.
12.6 A person who is not party to this agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement. This clause does not affect any right or remedy of any person that exists or is available otherwise than pursuant to that Act.