In submitting a text for translation, any individual or corporate body (hereinafter referred to as "the Client") enters into a binding agreement with Lipstick (hereinafter referred to as "the Company"), said agreement being covered by the following terms and conditions:
1.1 When commissioning a translation, the Client shall clearly indicate the intended use of the translation, e.g. whether required for:
1.1.1. information only
1.1.2. publication and advertising
1.1.3. legal purposes or patent proceedings
1.1.4. any other purpose, where the particular rendering of the text by the translator employed is liable to be of consequence.
1.2 The cost of the translation shall be determined in accordance with the appropriate scale of charges of the Company applicable to the particular type of translation required.
2.1 Should the Client desire to use a translation for another purpose than that for which it was originally supplied, the Client shall obtain confirmation from the Company or another competent authority that the translation is suitable for the new purpose.
2.2 The Company reserves the right to amend and adapt such a translation previously supplied (if necessary) for the new purpose and make a further charge for such work.
3.1 In the event of use of the translation by the Client for a purpose other than that for which it was supplied, the Client shall not be entitled to any compensation by the Company and the Client shall indemnify the Company against any loss arising to the Company in goodwill or otherwise as a result.
4.1 Where the purpose of a translation is not disclosed to the Company, the Company shall execute the translation to the best of its judgment in accordance with one of the purposes specified under 1.1 as if its purpose had been disclosed. The Company shall indicate the purpose for which the translation was supplied and will determine the charge accordingly. Clauses 1.1.1, 1.1.2 and 1.1.3 shall be applicable accordingly.
5.1 Quotations: Binding quotations shall not be given against documents not seen by the Company. Quotations for material not seen shall be subject to confirmation of price on receipt of the documents for translation.
6.1 Delivery: The Client shall give a clear indication of his delivery requirements when submitting texts for translation, and the Company will make every reasonable effort to meet client's requirements. However, late delivery shall not entitle the Client to withhold payment for work done, but subject to the provisions of Clause 7 below.
7.1 Where a delivery date is a material part of a Commission accepted by the Company, this shall be disclosed by the Client in advance. The Company reserves the right to sub-contract all or part of the documents to a contractor of its choice in such an event to meet the Client's requirements, unless expressly stipulated otherwise by the Client, and Client shall pay any reasonable additional charges incurred by the Company as a result.
7.2 The Company reserves the right to suspend its normal Scale of Charges when accepting a Commission, subject to terms of the Clause, and shall be entitled to insist on special arrangements for collection and delivery of such work.
7.3 In the event of the Company failing to supply a translation accepted under the terms of this Clause at the agreed time, the Client shall be entitled to a refund of all or part of the agreed charge.
7.4 Should any translation in whole or in part be delivered too late for the Client's use, and be thus unacceptable, the Company requires the immediate return of the translation together with a signed disclaimer for the Client's right to use.
8.1 Force Majeure: In the event of a Force Majeure, the Company shall notify the Client without delay, indicating the circumstances. Force Majeure shall entitle both the Company and the Client to withdraw from the Commission, but in any event, the Client undertakes to pay the Company for work already completed. The Company will assist the Client to the best of its ability to place his Commission elsewhere.
8.2 Force Majeure shall be Strike, Lockout, Industrial Dispute, Civil Commotion, Natural Disaster, Acts of War, computer failure, and any other situation which can be shown to have materially affected the Company's ability to deal with the Commission as agreed.
9.1 Complaints and Disputes: Any complaint in connection with work carried out shall be made by the Client to the Company (or vice-versa, as the case may be) within three months of date of delivery of the translation. The Company shall be given the opportunity to make good any defects in work provided by the Company. If the parties are unable to agree, the matter may be referred to arbitration within a time limit of two months from the date on which the original complaint was made. By the application and acceptance of these Conditions of Service, it is implicitly agreed a priori, that the decision of the Arbitrator shall be final and binding for both parties.
9.2 Unless specifically agreed otherwise in writing any disputes not dealt with as in 9.1 shall be settled according to English law.
10.1 Payment: Failure to adhere to the Terms of Payment agreed between the Client and the Company shall entitle the Company to abandon any Commission in hand, including Commission accepted subject to the terms of Clause 7 of these conditions, without prejudice to any rights of the Company whatsoever. Unless otherwise agreed in advance, payment terms will be strictly 30 days from date of invoice for established clients with a good credit history, and 10 days from date of invoice for all others. The Company reserves the right to charge interest on late payments at 2% per calendar month pro rata.
11.1 Word count is based on the original text unless otherwise agreed, or where the nature of the job necessitates a count on target text. We count all words requiring translation. A word is defined as one or more characters between spaces and/or hyphens and/or slashes or other punctuation marks including apostrophes.
11.2 Amendments to documents already in progress will require an additional fee based either on word-count or on an hourly rate at the Company's discretion
12.1 Copyright in all work provided by the Company remains with the Company unless specifically agreed otherwise in writing. The Company and its translators assert all moral rights relating to copyright.