Terms and Conditions

Peak Translations Ltd

Terms & Conditions

These Terms & Conditions constitute a legally binding agreement between the Client and Peak Translations Ltd. regarding services provided by Peak Translations Ltd. In the event of disagreement with regard to communications, proposals, contracts, agreements or otherwise whether verbal or written these Terms and Conditions shall apply. Submission of Source Materials (as defined below) constitutes acceptance by the Client of all these Terms and Conditions.

1. DEFINITIONS

"Client" shall mean the individual, business or organisation requesting language services."Peak" shall mean Peak Translations Ltd."Source Materials" shall mean the documents, materials, & other items/information supplied in whatever form to Peak in association with the provision of said language services. "Deliverable" shall mean the final translated version of the Source Materials or provision of any other language service provided to the Client by Peak.

2. FEES AND QUOTATIONS

Peak reserves the right to adjust pricing, estimates & quotations upon receipt and subsequent analysis of the final Source Materials to be translated. Peak shall advise the Client of any changes in advance of starting the work. The validity of a quotation shall be thirty days from the date of quotation unless stated otherwise.All fees are quoted net of VAT. Text lengths are normally chargeable in increments of 100 words, with a Minimum Charge for short texts. Costs of handling, postage, transmission by electronic means or by magnetic media are chargeable to the Client.Agreed discounts shall apply only where payment in full is received within 30 days.For  major translation projects Peak requires an initial payment followed by periodic payments on terms to be agreed between the parties. Where such payments are not forthcoming by the due date Peak shall have the right to suspend the provision of services until such outstanding payment is made.Final delivery dates can only be agreed following receipt from the Client of the written Purchase Order together with final text, layouts and accessible computer files.

3. ACCEPTANCE

Peak accepts an order from the Client on the understanding that the Client will use the translation only for purposes of study/information unless otherwise stated.

4. CANCELLATION

Orders placed electronically shall be deemed legally binding. If work is commissioned and subsequently cancelled, Peak shall charge a cancellation fee. This fee shall equate to sections of work already completed & in progress plus a sum charged on a standard time basis for preliminary research and enquiries. Sections of work completed shall be made available to the Client following payment in full of the sum due. Cancelled interpreting assignments are subject to cancellation fees: less than 48 hours: 100%, 3+ working days: up to 90%.

5. CLIENT SPECIFICATIONS

The Client shall clearly indicate the intended use of the translation, which shall be assumed to be for information & understanding only unless otherwise indicated. Peak shall translate specialised terms by their usual and conventional meanings & otherwise make decisions based on the experience and professional procedures of Peak. All Source Materials shall be legible & shall be delivered to Peak in such format(s) & at such time as Peak shall specify. Peak shall not be responsible for delay in delivery due to failure to deliver any Source Materials in a timely manner or accessible format. Should the Client wish to use the translation other than for the original purpose, confirmation shall be obtained from Peak that the translation is suitable for the intended use. Peak reserves the right to charge the Client for amendments to the translation to adapt it to the new use. Under EN15038:2006 translation includes revision, though this would be at an additional charge if requested.

6. STYLE AND TERMINOLOGY

The Client shall provide an Approved Glossary and/or Translation Memory and instruct Peak to use it for the job in hand, as required.If the Client requires the text to be approved by an Expert Checker, Client shall on placing order nominate said person, who shall be both an educated native speaker and an expert in the specific field. Client will authorise full access to the Expert Checker. This input in the final quality loop shall be incorporated in Peak's company-specific glossaries.

7. MODIFICATIONS/ADDITIONS TO SOURCE MATERIALS

All modifications, additions, changes to the Source Materials shall be submitted to Peak clearly indicating changes & where they occur in relation to the previously submitted copy. Pricing and scheduling for incorporation of any such modifications or additions in work in progress shall be determined based on the extent and implications of such changes & the percentage of work already completed. Peak shall advise the Client of the estimated additional charges before the changes or additions are implemented by Peak.

8. CORRECTIONS

Peak shall correct the following errors free of charge: ambiguities, mistranslation, omission, typo, grammatical mistake, graphical error, non-adherence to any specified/approved glossary. Any such errors  must be notified to Peak in writing within thirty (30) calendar days following receipt of the Deliverable by the Client. The sole obligation of Peak with respect to such errors shall be to correct any such error at no cost to the Client. Peak reserves the right to charge for any Client-initiated review of previously completed translation. Any additional requirements by the Client at this stage shall be chargeable.

9. DELIVERY

A premium rate shall be charged for accelerated delivery. Client changes to the source material after commencement of the work shall invalidate any delivery dates previously agreed. Delivery dates are provisional until confirmed in writing by Peak and are bona fide estimates which Peak will endeavour to achieve but cannot guarantee. Peak accepts no liability in the event of delayed delivery as time of delivery is not “of the essence” unless expressly stated otherwise. The Client shall not be entitled to claim cancellation if the delay is due to force majeure or other circumstances over which Peak has no control. A job is considered delivered when sent to the Client in any mutually acceptable format. All translated text is securely archived for 6 years & is available to the client only, against an administration charge, after which time the translated text in whatever format shall be destroyed.

10. TITLE AND OWNERSHIP

All right, title and interest in the Source Materials and, except as hereunder provided, the Deliverables, and any and all patent rights, copyright, know-how, and trade secrets therein are and remain the sole and exclusive property of the Client. The Deliverables and copyright, know-how and trade secrets therein shall remain the property (but not the risk) of Peak until the Client has paid in full for such Deliverables. Where texts are published & sold in the open market, in the absence of a specific written agreement to the contrary, copyright in the translation remains the property of Peak. Until full payment has been made to Peak for all goods whatsoever supplied and all services rendered at any time to the Client the property and copyright in all such goods and services shall revert to Peak.In all cases the Client undertakes to protect Peak from any claim for infringement of copyright and/or translation rights, likewise from any legal action including that which may arise between individuals and or companies as a result of the content of the original text or its translation.Where Peak retains the copyright, unless otherwise agreed in writing, any published text of the translation shall carry a copyright statement such as: "(c) German text: Peak 2007" as appropriate in each case. Peak retains copyright in glossaries and term & translation databases including translation memories. In cases where the translation is published and or printed, three copies shall be lodged with Peak.

11. LIMITATION OF LIABILITY

Peak shall not be liable for any incidental, special, or consequential damages or loss of any nature whatsoever, nor for any claim against the Client by any other person or entity, arising from or relating to services rendered by Peak, regardless of the nature of the claim or the form of the cause of action, whether in contract or in tort, or otherwise, even if Peak has been advised of the possibility of such damages, anything contained in related proposals and other documentation notwithstanding.

12. REPRESENTATIONS AND WARRANTIES

Peak shall perform the translation in a manner consistent with its standard production procedures. The Client represents and warrants that it owns or is licensee of the Source Materials and all components thereof, and that translation of the Source Material and publication, distribution, sale or other use of the Deliverable shall not infringe any copyright, trademark, patent, or other right of any third party. Any dispute shall be referred to the Association of Translation Companies for arbitration and their decision shall be binding.

13. DISCLAIMER OF WARRANTY

The foregoing warranties of Peak are in lieu of all other warranties, express or implied, including any implied warranty of merchantability or fitness for a particular purpose. Peak makes no warranty that use of the Deliverables or use of any information relating thereto or contained therein shall not infringe any patent, copyright, or trade secret or any other proprietary right of any third party.

14. TERMINATION

Under exceptional circumstances Peak reserves the right to terminate this agreement whereupon the Client shall pay the full purchase price provided hereunder for the services completed and for all work in progress. In the event that Peak breaches this Agreement, the Client shall have the right to terminate whereupon Peak shall return to the Client all Source Materials and data supplied by the Client together with all translated product that exists as of the date of termination and the Client shall pay the full purchase price provided hereunder for the services completed and for all work in progress.

15. CONFIDENTIALITY

All information provided by the Client to Peak shall remain confidential. Peak shall not without the prior consent of the Client divulge or otherwise disclose such information to any person other than authorised employees or authorised subcontractors of Peak whose job performance requires such acts and who are bound by the Peak Confidentiality Agreement. The provisions of this paragraph shall not apply to the extent that Peak is required by law to divulge such information or to the extent that such information is or becomes a matter of public knowledge other than by disclosure by Peak. Peak shall use its best endeavours to ensure safekeeping of the Client's documents whilst these are in Peak's keeping and shall ensure their secure disposal. Peak shall not however be responsible for any subsequent loss or damage to returned Source Materials.

16. INDEMNIFICATION

The Client shall indemnify, defend, & protect Peak, its owners, directors, officers, employees, representatives, agents, successors & assigns from and against any and all losses, damages, costs & expenses, including reasonable legal fees, resulting from, arising out of or incident to any suit, claim or demand based on (i) the performance of this Agreement by either party, (ii) the Client's breach of the covenants, representations & warranties made by it herein, (iii) the manufacture, advertisement, promotion, sale or distribution of any items by the Client, (iv) any taxes and any duties, levies, tariffs, or like fees that may be imposed by any government or collective authority upon manufacture, advertisement, promotion, use, import, licensing or distribution of items by the Client, or (v) any claim that any element of the Deliverable infringes any copyright, trademark, patent, or other proprietary right.  

17. TERMS OF PAYMENT

Invoices are issued on the date of delivery of the assignment or section thereof. Payment methods shall be by either of the following methods: (i) in advance by bank transfer to a nominated bank account of Peak or by cheque.  (ii) where credit arrangements have been agreed between Peak and the Client, the Client shall make payment in full to Peak for all agreed services within thirty (30) calendar days of the date of the invoice. Such invoices are usually issued by Peak to the Client on completion of a section of the assignment or the whole assignment.Should payment not be received in full within 30 days, discounts where applicable shall be withdrawn and Peak shall charge interest on the full sum at the maximum rate permitted at that time under the terms of the Late Payment of Commercial Debts (Interest) Act 1998 as amended and supplemented by the Late Payment of Commercial Debts Regulations 2002 until the entire amount due is received.  Under this Act fixed fees for the recovery of debts are: £40 for debts under £1,000; £70 for debts between 1,000 and £10,000 and £100 for all debts over £10,000.The Client alone is liable for payment; payments by other parties shall be accepted conditionally, only if (i) they are received on time in the full amount of the invoice and (ii) the identity of the Client, the invoice number and the order number are clearly recognisable. The Client has no right to retain any portion of a payment, neither may the Client offset an invoice against other claims unless these are undisputed or legally enforceable.Acceleration clause: in the event of failure to pay one invoice within 30 days, invoices otherwise not yet due shall be included for payment within the claim on the unpaid invoice.In the event of payment being withheld, Peak shall be entitled to cancel current orders.Should Peak need to engage the services of a law firm, solicitor, or debt collection agency to assist in the collection of the payment from the Client, then the Client shall pay Peak the full costs and commissions charged by the law firm, solicitor, or debt collection agency for such services plus an additional administration fee as permitted under the terms of the Late Payment of Commercial Debts (Interest) Act 1998 to compensate Peak for the additional administrative and management time required to collect the outstanding payment.

18. JURISDICTION

This Agreement shall be governed by, enforced & construed in accordance with the laws of England & Wales.  January 2009