2. Atlantic Translation Ltd will accept 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 Atlantic Translations Ltd harmless from any claim for infringement of copyright and/or other intellectual property rights in all cases.

The Client likewise undertakes to keep Atlantic Translations Ltd harmless from any legal action including defamation which may arise as a result of the content of the original source material or its translation.

3. In the absence of any specific agreement, the fee to be charged shall be determined by Atlantic Translations Ltd on the basis of the Client's description of the source material, the purpose or the translation and any instructions given by the Client.

No fixed quotation shall be given by Atlantic Translations Ltd until all of the source material they has been seen or heard and firm instructions have been received from the Client.

As Atlantic Translations Ltd is VAT registered, VAT will be charged in addition to the quoted fee where chargeable.

Any fee quoted, estimated or agreed by Atlantic Translations Ltd on the basis of the Client's description of the task may be subject to amendment by agreement

between the parties if, in the opinion of Atlantic Translations Ltd 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 Atlantic Translations Ltd 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. Cost of delivery of the translation shall normally be borne by Atlantic Translations Ltd.

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 Atlantic Translations Ltd, it shall not be borne by the Client, unless otherwise agreed.

6. Other supplementary charges may also be made, 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.

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, the fee charged by Atlantic Translations Ltd, 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 Atlantic Translations Ltd and the Client shall become binding only after Atlantic Translations Ltd 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.

9. Payment in full to Atlantic Translations Ltd shall be effected not later than 30 days from the date of invoice by cheque or direct payment into the designated bank account.

For long assignments or texts, Atlantic Translations Ltd 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 instalments and notice has been given that an interim payment is overdue, Atlantic Translations Ltd 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.

11. In the absence of a specific written agreement to the contrary, copyright in the translation remains the property of Atlantic Translations Ltd.

Atlantic Translations Ltd 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 Atlantic Translations Ltd, and the conditions applicable to assignment of copyright and the grant of a licence to publish shall be as specified above in relation to a completed translation.

12. Where Atlantic Translations Ltd retains the copyright, unless otherwise agreed in writing, any published text of the translation shall carry the following statement: “© (English or other) text Atlantic Translations Ltd (Year, date)” as appropriate to the particular case.

13. Where Atlantic Translations Ltd assigns the copyright and the translation is subsequently printed for distribution, the Client shall acknowledge the work undertaken by Atlantic Translations Ltd 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 Atlantic Translations Ltd”, as appropriate to the particular case.

14. Where a translation is to be incorporated into a translation memory system or any other corpus, Atlantic Translations Ltd shall license use of the translation for this purpose for an agreed fee.

Such incorporation and use shall only take place after the licence for the purpose has been granted by Atlantic Translations Ltd in writing and the agreed fee has been paid in full.

It shall be the duty of the Client to notify Atlantic Translations Ltd that such use will be made of the translation.

15. All translations are subject to Atlantic Translations Ltd's right of integrity.

If a translation is in any way amended or altered without the written permission of Atlantic Translations Ltd, the latter shall not be in any way liable for amendments made or their consequences.

If Atlantic Translations Ltd 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 Atlantic Translations Ltd's written permission.

The right of integrity may be specifically waived in advance in writing by Atlantic Translations Ltd.

16. No documents for translation shall be deemed to be confidential unless this is expressly stated by the Client.

However, Atlantic Translations Ltd shall at all times exercise due discretion in respect of disclosure to a 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. Atlantic Translations Ltd 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, Atlantic Translations Ltd shall insure the documents in transit from Atlantic Translations Ltd, at the Client's expense.

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 Atlantic Translations Ltd 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, Atlantic Translations Ltd shall have the right to terminate a contract.

21. Neither Atlantic Translations Ltd 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.

Atlantic Translations Ltd shall notify the Client as soon as is reasonably practical of any circumstances likely to prejudice Atlantic Translations Ltd'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.

22. Failure by Atlantic Translations Ltd 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 the consent of Atlantic Translations Ltd, 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 instalments of work being undertaken by Atlantic Translations Ltd.

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

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

23. Any complaint in connection with a translation task shall be notified to Atlantic Translations Ltd 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 for arbitration by a recognised professional body such as 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.

25. Time and expense permitting, Atlantic Translations Ltd shall use its best endeavours to have the work completed to the best of its ability, knowledge and belief, using suitably experienced and/or qualified translators, working into their mother-tongue. In turn, many of these shall operate in accordance with the provisions and spirit of the codes of professional conduct issued by such bodies as the Institute of Translation and Interpreting and the Institute of Linguists.

A translation shall be fit for its stated purpose and target readership, and the level of quality specified.

Unless otherwise specified, translations shall be deemed to be required to be of “for information” quality.

The liability of Atlantic Translations Ltd 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 Atlantic Translations Ltd in writing, and
2. such liability is restricted to the limit of cover held by Atlantic Translations Ltd under its professional indemnity insurance.

27. These terms shall 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.