These Terms of Business are issued by Ina Brachmann (“the Contractor”) and are the basis on which she executes any of her work.
1. Applicable law
These Terms of Business shall be interpreted in accordance with Portuguese law, to which both “the Client” and “the Contractor” agree to submit in the event of any dispute. Courts of jurisdiction shall be in Portugal.
In these Terms of Business:
“the Client” is the person or corporate body that places a commission;
“the Contractor” is the practitioner who accepts the commission;
the commission is the assignment or work placed with “the Contractor” by “the Client” and may comprise translation, abstracting, revising/editing translations, copywriting language tutoring or any other similar or associated work;
the source language is the language in which the text to be translated or abstracted is written;
the target language is the language into which the text of the commission is to be translated or the abstract is to be written; any text to be revised or edited will also be in the target language.
for the purpose of translation and related work, requirements shall include the required layout, software, deadlines, target language, the purpose of the translation or related work (e.g. whether for publication, information only, internal use or similar), method of delivery, any special terminology to be used, whether proofreading/checking will be done by “the Client”.
These Terms of Business are intended:
as a basis for executing commissions and will be made available to “the Client” on request
to form the basis of a good working relationship between “the Client” and “the Contractor”.
Having regard to my other commitments, “the contractor” shall not be obliged to accept a commission if “the Client” asking for a quotation fails to place the work within 7 days unless otherwise agreed in writing.
5. Delivery date
Delivery date shall be binding only when “the Contractor” have had full sight of the material to be translated. They may be subject to alteration if any amendment is made to the requirements after the commission has been placed. “The Client” undertakes to deliver the commission promptly to me. “The Contractor” shall not be held responsible for any loss, damage or late delivery of finished work due to the postal or telecommunication services or to force majeure (see Clause 18).
Fees/rates shall be agreed before work is commenced and any estimate based on “the Client's” description of the work shall not be binding until “the Contractor” has submitted a quotation based on full sight of the commission.
Fees/rates may be varied after work has commenced if it emerges that not all the relevant information has been provided and/or if there are any changes to the requirements.
The basis on which fees are calculated shall be agreed before work commences, as shall the charges to be made for any additional requirements (e.g. amendments, changes, delivery, etc).
Payment shall be made within 14 days of date of invoice, if not otherwise agreed in writing.
In the case of long commissions, “the Contractor” may require payment in instalments.
Payments for offers and promotions shall be made in advance and are not refundable.
Cancellation fees shall apply if a commission is cancelled after work has commenced.
In the event of cancellation of the commission by “the Client” after it has been placed, “the Client” shall be liable for all work completed up to the cancellation date and for all other costs and expenses which may accrue as a result of such cancellation in addition to 50 % of the agreed/estimated fee based on the fee/rate specified in 6.3, unless otherwise agreed in writing.
Cancellation for agreed language lessons shall be made at least 24 hours in advance via telephone, text message or e-mail. If not the full rate/fee for the cancelled lesson will apply.
9. Intended use of translation
The intended use of the translation shall always be agreed and stated. “The Client” shall not use the translation for any other purpose without “the Contractor’s” agreement.
10. Original text copyright and translation rights
If the source language text is copyright, “the Contractor” shall only accept the commission on the understanding that “the Client” a) has obtained the translation rights or b) will be using the translation only for private study.
“The Client” shall hold “the Contractor” harmless from any claim for infringement of copyright and/or translation rights and also from any legal action which may arise from the contents of the original.
11. Copyright in translation
When it is agreed that copyright is to be assigned to “the Client” after translation, such copyright shall only be assigned when full payment for the commission has been received. Until such time, the copyright shall be owned by “the Contractor”.
Copyright may subsist in material in written or spoken form or recorded in electronic form.
If “the Contractor” assigns copyright and the translation is subsequently published, “the Contractor” expects “the Client” to acknowledge her work in the same way as for others involved in the publication, unless otherwise agreed (for example, in the case of promotional material).
If the translation is to be incorporated in a translation memory, “the Contractor” shall license use of the translation for this purpose.
If the translation is in any way amended or altered without written permission of “the Contractor”, she shall not be in any way liable for the amendments made or their consequences.
“The Contractor” will not make direct contact with “the Client's” clients without the express permission of “the Client”.
“The Contractor” shall not make copies in addition to those required in the normal conduct of business and copies shall be for internal use only. Only such copies shall be retained as are required for professional indemnity insurance.
“The Contractor” shall ensure that the need for confidentiality is made known to any third parties (typists, checkers, proofreaders, colleagues etc.) “the Contractor” shall employ. When necessary, “the Contractor” shall consult with colleagues about problems of terminology and other linguistic matters, but “the Contractor” shall ensure in all cases that there is no disclosure of confidential material.
“The Client” shall not disclose to third parties any information relating “the contractor” (e.g. fees, working methods, names and addresses/telephone numbers of individuals (e.g. typists/proofreaders/colleagues) executing work for me) without written permission of “the Contractor”.
13. Intellectual Property Rights
All materials produced by “the Contractor”, including content, text, images, software, audio and video files, documentation and the Site remain at all time the sole property of “the contractor”.
Such aforementioned materials are protected under international copyright, trademark and other intellectual property laws. You may not post, distribute, sublicense, translate or reproduce in any way any copyrighted materials, trademarks or other proprietary information without the prior express written consent of “the contractor”.
14. Unfair Competition
Where “the Client” is an intermediary and introduces “the Contractor” to a third-party, work-provider, “the Contractor” shall not knowingly, for a period of 3 months from return of the last assignment 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 without “the Client’s” written consent. However, this shall not apply where:
the third-party work-provider has had previous dealings with “the Contractor”, or
“the Contractor” 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 “the Contractor’s” services.
15. Responsibility and Liability
“The Contractor” shall carry out her work with reasonable skill and care. “The Contractor” shall endeavour to ensure that the translation, transcreation, or any language related work is suitable for its agreed purpose and target group.
Time and expense permitting, “the Contractor” shall use her best endeavours to do the work to the best of her ability, knowledge and belief, and consulting such authorities as are reasonably available to her at the time.
A translation shall be fit for its stated purpose and target readership, and the level of quality specified in writting beforhand.
The liability of “the Contractor” on any grounds whatsoever shall only be limited to the invoiced value of the work.
You agree to indemnify, defend and hold harmless “the Contractor” from any and all liability, claims, costs, or damages arising from your use of the Website www.igermanlanguage.com or your breach of this Agreement and any of the Terms set out herein.
Any complaint by “the Client” about “the Contractor’s” work shall be submitted to her within 4 days in writing (stating exact details). If applicable “the Contractor” shall then amend her work accordingly in due course.
18. Force Majeure
In the event of “the Contractor” being unable to complete the work within the agreed time as a result of Force Majeure (i.e. fire, storm, tempest, flood or any other natural disaster, industrial dispute, civil commotion, acts of war, terrorism or any other situation beyond my control), she shall notify “the Client” of the circumstances, which shall entitle “the Client” and “the Contractor” to withdraw from the contract for the work. “The Client” shall pay “the Contractor” for any work completed and “the Contractor” shall use her best endeavours to assist “the Client” to place the work elsewhere or take some other remedial action.
As a safeguard against hard disk failure or theft of computer equipment, “the Contractor” will back up all work externally on a daily basis.
03rd of November 2016