Translation services terms and conditions
This translation services terms and conditions template is designed to help translators - and other businesses providing B2B translation services - to establish their standard terms of business.
Under the terms and conditions, the translator agrees to provide translation services and to assign or license its copyright in the translations to the client, and the client agrees to pay fees to the translator.
The translation terms and conditions include warranties from the client in relation to the source material. For instance, the client warrants that the source material will not infringe any third party rights. Subject to this client warranty, the translator warrants that the translation will not infringe any third party rights.
This document assumes that the client is a business. It does not contain consumer protection provisions and accordingly is not suitable for contracts with consumers (i.e. B2C contracts).
The translation terms and conditions have been updated to include a clause designed to help the parties comply with the General Data Protection Regulation (GDPR) rules on contracts under which personal data is processed. These rules require, for instance, that the services provider only act upon the instructions of the client in relating to the processing of personal data.Ask about this document
Translation services terms and conditions contents
- Definitions: definitions.
- Term: commencement of term; end of term: indefinite, acceptance, event or date; each contract distinct.
- Services: obligation to provide services; standard of services; devotion of personnel to services; keeping customer informed of services; services: compliance with reasonable customer requests; no legal etc advice with services.
- Deliverables: obligation to deliver deliverables; feedback on deliverables; timetable for delivery of deliverables; deliverables warranties; subjectivity of translations.
- Acceptance: acceptance review by second party; deemed acceptance of deliverables; deliverables do not meet acceptance criteria in review; subseqent failures of deliverables to meet acceptance criteria in review; consequences of acceptance of deliverables.
- ClientMaterials: supply of second party materials; licence ofClientmaterials; warranties relating to second party materials.
Intellectual Property Rights: assignment of intellectual property rights in deliverables; licence to use deliverables; licensing of third party materials; waiver of moral rights in deliverables; further assurance (intellectual property).
- Charges: obligation to pay charges; time-base charges limitations; amounts inclusive or exclusive of VAT; variation of charges.
- Timesheets: obligation to keep timesheets; obligation to supply timesheets.
- Payments: issue of invoices; time for payment of charges following invoice; payment methods; interest on late payments.
- Translator's confidentiality obligations: first party confidentiality undertaking; disclosure of confidential information by first party to certain persons; exceptions to first party's confidentiality obligations; disclosures of second party confidential information mandated by law etc; first party to stop using confidential information upon termination; first party to return or destroy confidential information following termination; first party confidentiality obligations after termination.
- Translator's publicity obligations: no public disclosures by first party; permitted public disclosures by first party.
- Data protection: compliance with data protection laws; warranty of Client's right to disclose personal data (GDPR); details of personal data and purposes of processing bythe Translator(GDPR); duration of personal data processing byTranslator(GDPR); personal data processed byTranslatoron instructions (GDPR); authorised international transfers of personal data (GDPR); informingClientof illegal instructions (GDPR); personal data processed byTranslatoras required by law (GDPR); confidentiality obligations onTranslatorpersons processing personal data (GDPR); security of personal data processed byTranslator(GDPR); appointment of sub-processor byTranslator(GDPR); authorisation forTranslatorto appoint sub-processors (GDPR);Translatorto assist with exercise of data subject rights (GDPR);Translatorto assist with compliance (GDPR); obligation to notifyClientof personal data breach (GDPR);Translatorto provide data protection compliance information (GDPR); deletion of personal data byTranslator(GDPR);Translatorto allow audit (GDPR); changes to data protection law.
- Warranties: first party general warranties; second party warranty of authority; exclusion of implied warranties and representations.
- Indemnity: first party indemnifies second party upon breach (deliverables); conditions upon first party indemnity; limitations of liability vs indemnities.
- Limitations and exclusions of liability: caveats to limits of liability; interpretation of limits of liability; no liability for force majeure; no liability for loss of profits; no liability for loss of revenue; no liability for loss of use; no liability for loss of opportunities; no liability for loss of data or software; no liability for consequential loss; per event liability cap upon services contract; aggregate liability cap upon services contract.
Force Majeure Event: obligations suspended for force majeure; force majeure notification and information; mitigation of effects of force majeure.
- Termination: termination without cause (optionally asymmetric); termination by either party without cause; termination upon breach; termination upon insolvency; termination upon non-payment.
- Effects of termination: surviving provisions upon termination; termination does not affect accrued rights.
- Status of Translator: first party is independent contractor not employee; no redundancy or compensation.
- Notices: contractual notices must be in writing; methods and deemed receipt of contractual notices; substitute contact details for notices.
- Subcontracting: subcontracting permitted.
- General: no waiver; severability; variation written and signed; asymmetric assignment of contractual rights; no third party rights; entire agreement; governing law; exclusive jurisdiction.
- Interpretation: statutory references; section headings not affecting interpretation; calendar month meaning; no ejusdem generis.
STATEMENT OF WORK