Updated: December 21, 2021
These conditions of sale supersede all other conditions; acceptance of a quotation implies acceptance of these Conditions of Sale.
Please refer to the standard terms of business of the Institute of Translation and Interpreting for any matters not explicitly covered herein.
1.1 “ZEBRA” shall mean ZEBRA TRANSLATIONS, A CONVERSIS GROUP COMPANY being the party providing work or services.
1.2 “CONVERSIS” shall mean Oxford Conversis Limited.
1.3 “Client” shall mean any person, firm or company directly commissioning work or services from ZEBRA.
1.4 “Source Material” shall be understood to mean any text in various formats, containing a communication that has to be translated.
1.5 “Service” shall mean the provision of translations, proofreading, revising and editing.
1.6 “Agreement” shall mean these Conditions of Sale
2.1 ZEBRA shall at all times exercise skill and care to the best of its ability in carrying out work entrusted to it. However, the liability of ZEBRA for any loss or damage, whether direct or indirect, which the Client may suffer as a result of such work and services shall be limited to the invoiced value of the work. If a translation has been printed, the printing cost shall be reimbursed only if ZEBRA was given the opportunity to proofread the final proofs.
2.2 ZEBRA accepts responsibility for the accuracy and for the fitness for purpose of any translation or for any service performed. Unless otherwise expressly specified by the Client, the level of quality of translations required shall be deemed to be for publication.
2.3 Where a text is for publication in any form whatsoever the Client must, as a condition of Zebra’s acceptance of responsibility as in 2.2 above, clear it or have it cleared before publication by an agent or other person whose language of habitual use is the language in question and who is accepted by the Client as competent to judge its suitability for the market and purpose concerned.
2.4 Where an urgent deadline has been specified for work ZEBRA shall make every effort to supply a service of the necessary standard in the time available. Where the Client dictates circumstances that may render necessary the use of persons who are not ZEBRA’s preferred contractors and which may entail the possible omission of quality control stages normally considered essential, ZEBRA will obtain the Client’s acceptance of this different level of quality before work proceeds. In this context clients are referred to the contents of paragraphs 2.1 and 2.3 of these Conditions of Sale.
2.5 ZEBRA shall not be liable for the consequences of any defect or error in, or omission from any Source Material submitted to it for or in connection with its work or services whether such defect, error or omission relates to words, grammar, punctuation, accentuation, diacritical marks or any other aspect of written, printed or oral presentation.
2.6 ZEBRA shall be under no liability to the Client whatsoever in respect of errors of transmission by telephone, e mail or other means of remote communication whether such errors are the result of mechanical or human failure.
3.1 In the absence of any specific agreement, the fee to be charged shall be determined by ZEBRA on the basis of the Client’s description of the Source Material, the purpose of the translation assignment and any instructions given by the Client.
3.2 No fixed quotation shall be given by ZEBRA until all the Source Material has been perused and/or until firm instructions have been received from the Client.
3.3 Any fee quoted, estimated or agreed by ZEBRA on the basis of the Client’s description of the task may be subject to amendment by agreement between the parties if, in ZEBRA’s opinion on having perused the Source Material, that description is materially inadequate or inaccurate, or in the event that the Client’s instructions change after the translation or related service has begun.
3.4 Any fee agreed for a service that 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.
3.5 An estimate shall not be considered contractually binding, but given for guidance or information only.
3.6 Subject to paragraph 4.2 above, a quotation once given after perusal of the Source Material and/or specification by the Client shall remain valid for a period of thirty days from the date on which it was issued, subject to adjustment of delivery date, after which time it may be subject to revision.
Any delivery date(s) agreed between ZEBRA and the Client shall become binding only after ZEBRA has had the opportunity to peruse all the Source Material and has received full instructions from the Client, and written confirmation to proceed and a Purchase Order has been received from the Client.
5.1 Payment in full to ZEBRA shall be effected not later than 30 days from the date of invoice by the method of payment specified, or as per agreement with the Client.
5.2 ZEBRA may request an initial payment and periodic partial payments on terms to be agreed, for projects exceeding 6 months.
5.3 ZEBRA reserves the right to claim statutory interest at 8% above the Bank of England base rate at the date the debt becomes overdue in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 updated to Late Payment of Commercial Debts Regulations 2002.
If work 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 (except as the result of circumstances wholly beyond the control of either party) the Client shall pay ZEBRA any cost incurred up to the time of cancellation. The work completed shall be made available to the Client.
7.1 ZEBRA accepts an order from the Client on the under¬standing that the Client holds translation rights in the original text or will be using the translation only for purposes of study in which case the question of infringement of rights does not arise. In all cases the Client undertakes to indemnify and keep ZEBRA harmless from any claim for infringement of copyright, translation rights and/or other intellectual property rights in all cases.
7.2 Without prejudice to sub-paragraph 8.1 the Client shall at all times indemnify and hold harmless ZEBRA from and against all claims, including defamation, that may be made against ZEBRA and costs incurred in connection therewith arising as a result of the content of the original Source Material or the inclusion in such work of any material submitted by the Client which is not itself the subject of services by ZEBRA.
7.3 Where it proves necessary or beneficial for use to be made of translation memory, the Client shall be deemed to have assigned copyright in the translated material in respect of such use.
7.4 Translations remain the property of ZEBRA until payment has been received in full, subject to the provisions of paragraph 6.2.
ZEBRA shall be entitled to call upon the Client to provide such information and assistance as may be reasonable in all circumstances to enable ZEBRA to deal with technical or specialist matters included in such work or such services and which are outside the current range of ZEBRA’s skill and practice.
All material processed by ZEBRA shall be deemed to be confidential. All ZEBRA’s external freelance translators and revisers to whom the Client’s Source Material is disclosed have signed a confidentiality agreement.
ZEBRA operates in compliance with the GDPR in relation to the data of its clients, suppliers, and employees as well as all translated material. In order to provide its Service, ZEBRA may have to process special categories of personal data, and it assumes that the provisions of the GDPR, including but not limited to Article 9, paragraph 2(h) are applicable to and met by the Client unless otherwise specified by the Client. It is the responsibility of the Client to obtain the applicable consent from individuals whose data appears in the Source Material, and undertake suitable and applicable redaction of Source Material as required in order to comply with applicable privacy requirements.
10.1 The Client must notify ZEBRA within 30 days of delivery of a translation or of provision of services of any claim arising from the translation or services provided, together with full details of such a claim to be illustrated by MS Word Track Changes and comments. If Zebra is proven to be correct, then an hourly charge of £100 will be payable by client for time spent defending translation.
10.2 The Client must notify ZEBRA within 30 days of delivery of a Translation of any alleged inaccuracies in the Translation, at which point ZEBRA’s liability will be no more than to rectify to ZEBRA’s satisfaction any such alleged inaccuracies that ZEBRA in its absolute discretion considers to be justified. At no time will such allegations entitle the Client to delay payment
The relationship between ZEBRA and the Client is fiduciary. In the event that a translator working or having worked through ZEBRA for the Client is offered or takes direct employment whether full or part-time or freelance with the Client, except where the vacancy has been the subject of a general advertisement, within three years of having worked through ZEBRA for the Client, an introduction fee of £5000 plus VAT at the current rate is due and payable immediately by the Client to ZEBRA. If such direct employment takes place between three and five years of having worked as above, an introduction fee of £2500 is due and payable immediately by the Client to ZEBRA.
The relationship of the Client to ZEBRA is that of independent contractor and nothing in this Agreement is intended to, or shall operate to, create a partnership between the parties, or to authorise either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power)
13.1 The Client shall not, without the prior written consent of ZEBRA, assign, transfer, charge, mortgage, subcontract, or deal in any other manner with all or any of its rights or obligations under this Agreement.
13.2 ZEBRA may, at any time, assign, transfer, charge, mortgage, subcontract or deal in any other manner with all or any of its rights or obligations under this Agreement.
No variation of this Agreement or of any of the documents referred to in it shall be valid unless it is in writing and signed by or on behalf of each of the parties.
If any court or competent authority finds that any provision of this Agreement (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of this Agreement shall not be affected
Except as expressly provided elsewhere in this Agreement, a person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
These Conditions of Sale and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales. Any dispute between ZEBRA and the Client that cannot be resolved amicably or by ATC Arbitration Procedure shall be settled by the courts of England and Wales.
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