These terms and conditions constitute a legally binding agreement between the Client and Amanara, regarding services rendered or to be rendered by Amanara. In the event of conflict with any communications, proposals, contracts, marketing materials, or agreements, these Terms and Conditions shall control. Submission of source materials (as defined below) constitutes acceptance of all these terms and conditions.
The headings in these terms and conditions are for convenience only and shall not affect their interpretation.
Unless the context otherwise requires words importing one gender include all other genders and words incorporating the single include the plural and vice versa.
Agreement means the order for the provision of the Services by Amanara to the Client.
Amanara means Amanara (UK) Limited, trading as Amanara Certified Translation, a Company registered in England No 05065791 having its Registered Office at Suite 78, Milton Keynes Business Centre, Foxhunter Drive, Linford Wood, Milton Keynes MK14 6GD United Kingdom.
Charges means the fees, charges and expenses for the Services as set out in the Quotation form.
Client means any individual, company, firm, organization or other legal person who commissions the services.
Source Material means any documents, materials, elements of text, images, graphics, photographs, designs, data or other information provided by the Client to Amanara relating to the Services.
Translated Material means any documents, transcripts, translations, materials, elements of text, images, graphics, photographs, designs, data or other information provided by Amanara to the Customer relating to the Services.
Quotation means the form to which these terms and conditions are appended.
Services means the services to be provided by Amanara for/to the Client.
2.1 Amanara accepts an order from the Client on the understanding that performance of the translation task will not infringe any third party rights.
2.2. The Client undertakes to keep Amanara harmless from any claim for infringement of copyright and/or other intellectual property rights in all cases.
2.3. The Client likewise undertakes to keep Amanara harmless from any legal action including defamation which may arise as a result of the content of the original source material or its translation.
2.4. Unless there is an agreement to the contrary, the property and copyright or other intellectual property rights in the Translated Material remains the property of Amanara.
2.5. Amanara may use and sell or resell any non-confidential translation or any part or record thereof not covered by copyright, the Official Secrets Act, legal professional privilege or public interest immunity.
2.6. Where copyright is assigned or licensed (formally in writing as required by § 90 of the Copyright, Designs and Patents Act 1988, to take valid effect in law, or informally without writing but taking valid effect in equity outside the 1988 Act) this shall be effective only on payment of the agreed fee in full.
2.7. Copyright of any completed or residual part of a translation shall remain the property of Amanara, and the conditions applicable to the assignment of copyright and the grant of a licence to publish shall be as specified above in relation to a completed translation.
2.8. Where Amanara retains the copyright, unless otherwise agreed in writing, any published text of the translation shall carry the following statement: (English or other) text Amanara (UK) Limited, Gloucester House, 399 Silbury Boulevard, Milton Keynes MK9 2AH (year).
2.9. Where Amanara assigns the copyright and the translation is subsequently printed for distribution, the Client shall acknowledge the translator’s work in the same weight and style of type used for acknowledgement of the printer and/or others involved in production of the finished document, by the following statement: « (English or other) translation by Amanara UK Limited », as appropriate to that particular case.
3.1. In the absence of any specific agreement, the fee to be charged shall be determined by Amanara on the basis of the Client’s description of the source material, the purpose of the translation and any instructions given by the Client.
3.2. A final quotation will not be given by Amanara until Amanara has seen all of the source material and have received final instructions from the Client.
3.3. VAT will be charged in addition to the quoted fee.
3.4. Any fee quoted, estimated or agreed by Amanara on the basis of the Client’s description of the task may be subject to amendment by agreement between the parties if, in Amanara’s opinion on having seen the source material, that description is materially inadequate or inaccurate.
3.5. Any fee agreed for translation which 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.
3.6. An estimate shall not be considered contractually binding, but given for guidance or information only.
3.7. Subject to paragraph 3.2 above, a binding quotation once given after Amanara has seen all the source material shall remain valid for a period of thirty days from the date on which it was given, after which time it may be subject to revision.
3.8. Costs of delivery of the translation shall be borne by Amanara.
3.9 Where delivery requested by the client involves expenditure greater than the cost normally incurred for delivery (i.e. recorded first class), the additional cost shall be chargeable to the Client. If the additional cost is incurred as a result of action or inaction by Amanara, it shall not be borne by the Client, unless otherwise agreed.
3.10 Other supplementary charges, for example those arising from:
- discontinuous text, complicated layout or other forms of layout or presentation
- requiring additional time or resources, and/or
- poorly legible copy, and/or
- terminological research, and/or
- certification, notarisation, and/or
- priority work or work outside normal office hours in order to meet the Client’s deadline or other requirements may also be charged.
The nature of such charges shall be agreed in advance.
3.11. If any changes are made in the text or the Client’s requirements at any time while the task is in progress, Amanara’s fee, any applicable supplementary charges and the terms of delivery shall be adjusted in respect of the additional work.
4.1 All orders will be deemed accepted following receipt of source material together with confirmation in writing from the Client, sent via email or post to Amanara. No contract shall arise until such confirmation is given by the Client and received and accepted by Amanara. Each order, when accepted, constitutes a separate contract.
5.1 Any delivery date or dates agreed between Amanara and the Client shall become binding only after Amanara has seen all of the source material to be translated and has received complete instructions from the Client.
5.2. The date of delivery shall not be of the essence unless specifically agreed in writing.
5.3. A delivery date shall be specified in the quotation and Amanara shall endeavour to meet such requirement, but subject to provision 5.2 above, Amanara shall not be liable for any delay in delivery howsoever caused.
5.4 Unless otherwise agreed, Amanara shall dispatch the translation in such a way that the Client can reasonably expect to receive it not later than the normal close of business at the Client’s premises on the date of delivery.
5.5. In order to meet delivery requirements, Amanara may have to sub-contract all or any part of the Services, in this case Amanara shall have an absolute right to sub-contract to a person of its choice without further notice to the Client.
5.6. Where time is of essence as provided by clause 5.2 above and Amanara fails to provide the Services on or before the agreed delivery date, or if appropriate the agreed delivery time, the Client shall be entitled to a refund in full or in part as may be agreed between Amanara and the Client, and Amanara shall be entitled to require the immediate return of the Translated Material in full or in part as is appropriate to the circumstances in the case.
6.1 Amanara shall correct the following errors free of charge: mistranslation, omissions, typo, grammatical mistake or non-adherence to any approved glossary or reference.
6.2 The Client agrees that Amanara shall have no liability or obligation regarding errors in translations unless Amanara received notification of the error(s) within ten (10) working days following delivery of the Translated Material to the Client.
6.3. Amanara sole obligation with respect to errors shall be the obligation to correct the translated material at no cost to the Client.
7.1 Any original documents or information provided by the Client as confidential, and any translated material, shall be treated as confidential by Amanara.
7.2 Amanara shall not without the prior consent by the Client, divulge or otherwise disclose such information to any person other than authorised employees or authorised sub-contractors of Amanara, whose job performances require such act.
7.3 Provision 7.1 above shall not apply to any documentation, data or other information that are public knowledge at the time they are provided by either party, and shall cease to apply if it becomes a matter of public knowledge other than by disclosure by Amanara.
7.4 Amanara shall be responsible for the safe-keeping of the Client’s documents and copies of the translations during the performance of the task and during a period of 12 months from the date of delivery, after which Amanara shall ensure their secure disposal. Should the Client require any documents to be destroyed, this shall be requested in writing.
8.1 If a translation task 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 the Client shall except in the circumstances described in provision 8.3 below, pay Amanara the full contract sum unless otherwise agreed in advance. The work completed shall be made available to the Client.
8.2. If a Client goes into liquidation (other than voluntary liquidation for the purposes of reconstruction) or has a Receiver appointed or becomes insolvent, bankrupt or enters into any arrangement with creditors, Amanara shall have the right to terminate a contract.
8.3. Neither Amanara nor the Client shall be liable to the other or any third party for consequences which are the result of circumstances wholly beyond the control of either party.
8.4. Amanara shall notify the Client as soon as is reasonably practical of any circumstances likely to prejudice Amanara’s ability to comply with the terms of the Client’s order, and assist the Client as far as reasonably practical to identify an alternative solution.
9.1. Client should make the payment by return of receipt of invoice issued by Amanara, or as specified on any quotation or estimate provided by Amanara.
9.2 Amanara reserves the right to request payment in advance and may carry out credit checks or request references at Amanara’s discretion.
9.3 Amanara understands and will exercise their statutory right to interest under the Late Payment of Commercial Debts (Interest) Act 1988 if payment is not made according to agreed credit limits. Interest shall automatically be applied at the rate of 8% per annum over base rate (or such rate as is determined by statute, the latter prevailing) to all overdue amounts from the date on which they become due until they are paid in full.
9.4 If payment remains overdue for more than 21 days, Amanara reserves the right to stop the provision of the Services until payment of all outstanding charges and interest is made or other terms are agreed. Such withholding does not relieve the Client of its obligation to pay any outstanding Charges and interest.
9.5 Should it be necessary for Amanara to use the services of a debt recovery agent, a surcharge of 30% of the total amount due will be applied to cover administration costs.
9.6 All payments should be made in Pound Sterling unless otherwise agreed in writing, preferably via electronic transfer, for which Amanara will not cover costs of any third party. If any cheque from the client is returned by the bank as unpaid for any reason, the Client will be liable for an administration fee of £40.
10. COMPLAINTS AND DISPUTES
10.1 Failure by Amanara to meet agreed order requirements shall entitle the client to:
10.1.1 reduce, with Amanara’s consent, the fee payable for work done by a sum equal to the reasonable cost necessary to remedy the deficiencies, and/or
10.1.2 cancel any further instalments of work being undertaken by Amanara.
10.1.3 Such entitlement shall only apply after Amanara has been given opportunity to bring the work up to the required standard.
10.1.4 This entitlement shall not apply unless Amanara has been notified in writing of all alleged defects.
10.2 Any complaint in connection with a translation task shall be notified to Amanara by the Client within ten days of the date of delivery of the translation.
10.2.1 If the parties are unable to agree, the matter may be referred to the ATC Arbritration Service. The Arbritation Rules are:
10.2.1.1 The rules below shall be applicable in the event of a dispute between a member company of the Association of Translation Companies and a client or between two member companies or between a member company and a freelance translator.
10.2.1.1 (a) A request to arbitrate will be acted upon by the Arbitration Panel of the Association of Translation Companies (ATC) only if both parties indicate their willingness to accept the Panel’s decision. Such a request must be accompanied by all relevant information.
10.2.1.1 (b) The Arbitration Panel will nominate two or more arbiters to consider the case and report to the Panel.
The arbiters’ will be instructed that their verdict may be wholly in favour of one or the other party or on a proportionate basis.
The arbiters’ report shall be final, if unanimous. If the arbiters’ opinions differ, the final decision rests with the Panel, who may, if they wish, appoint an umpire for final adjudication.
10.2.1.1 (c) The parties will be informed of the Arbitration Panel’s decision.
10.2.1.1 (d) Brief details of the arbitration should be noted in a confidential file to be kept for this purpose by the ATC
10.2.1.1 (e) COSTS. If the complaint is upheld, the defendant shall be liable for the costs of arbitration in full. If the complaint is not upheld, the complainant shall be liable for the costs of arbitration in full. If the award is proportionate, the cost shall be shared as indicated by the Arbitration Panel.
An estimate of the costs of arbitration will be communicated to both parties on receipt of the complaint.
10.2.1.1 (f) The decision of the Arbitration Panel shall be binding on both parties involved and shall be final.
10.2.2 Such referral shall be made no later than two months from the date on which the original complaint was made.
10.3 If a dispute cannot be resolved amicably between the parties, or if either party refuses to accept arbitration, the parties shall be subject to the jurisdiction of the Courts of England and Wales.
11. WARRANTIES AND LIABILITY
11.1 Amanara shall carry out the Services using reasonable care and skill and in accordance with the standards of the industry.
11.2 Amanara shall use reasonable skill and care in selecting translators and other personnel necessary to provide the Services to the Client.
11.3 The Client accepts that translators specialising in certain subjects, such as, but not limited to, legal or technical, may only have a general understanding of the terms normally found in these subjects texts; they are not necessarily qualified or experienced to work in the specific field. Amanara is entitled to rely on representations made by its sub-contractors, translators as to their language skills, qualifications and experience.
11.4 Amanara does not warrant that the Translated Material will meet specific requirements and Amanara, its agents, contractors, licensors and employees do not guarantee that the Services will be uninterrupted and free from error.
11.5 If a translation is in any way amended or altered without the written permission of Amanara, Amanara shall not be in any way liable for amendments made or their consequences.
11.6 Amanara contracts under these Terms solely with the Client and expressly has no contractual relationship or liability of whatever nature under these Terms to any third party.
11.7 Amanara shall not be liable to the client, except in respect of death or personal injury caused by Amanara’s negligence, for any incidental, indirect, special or consequential damages or loss of any nature whatsoever, nor for any claim against the Client by any third party, arising from or relating to Services provided by Amanara, regardless of the nature of the claim or the form of the cause of action.
11.7.1 Amanara’s entire liability to the Client under any Contract for the provision of any Services shall not exceed Amanara’s Charges for the provision of the Services.
11.8 The Client warrants that for a period of two years after termination of the Agreement, the Client shall not either directly nor indirectly, solicit, employ, endeavour to entice away from Amanara, or use the services of a sub-contractor who has provided the Services to the Client on Amanara’s behalf under the Agreement. In the event of Client’s breach under this clause, the Client agrees to pay Amanara an amount equal to the aggregate remuneration paid by Amanara to the sub-contractor for the year immediately prior to the date on which the Client employed or used the Services of the subcontractor.
11.9 Neither party shall be liable to the other for any delay in, or failure of, performance of its obligations under the Agreement arising from any cause beyond its reasonable control including act of God, government act, war, fire, flood, explosion, civil commotion.
12.1 Amanara may terminate the Services at any time without prior notice and without affecting any accrued rights or claims of Amanara where the Services are misused by the Client, for non-payment of the Charges or for breach of these terms or in the case of the insolvency of the Client.
12.2 Amanara may suspend provision of the Services for the duration of any non-payment period.
12.3 For the avoidance of doubt, where the Services are terminated by Amanara under this clause, the Client will remain liable for the full payment of the Charges for the Services completed, all work in progress and any interest payable under clause 9.3.
13.1 Any notice required or permitted to be given by either party to the other under these terms will be in writing addressed to the other party at its registered office or principal place of business and will be delivered personally or sent by prepaid first class letter or by e-mail.
13.2 Any notice delivered personally will be deemed delivered on the day of delivery; sent by post will be deemed (in the absence of evidence of earlier receipt) to have been delivered two days after despatch; sent by e-mail will be deemed to have been delivered on the same day following its sending (in the absence of evidence of delivery failure).
14. DATA PROTECTION
14.1 In order for us, Amanara UK Ltd, to provide translation services, we need to collect personal data to enable us to contact you for any queries and also to deliver translated documents. We are committed to ensuring that the information we collect and use is appropriate for this purpose, and does not constitute an invasion of your privacy.
14.2 Failure to provide necessary personal information at the time of ordering may result in Amanara UK Ltd being unable to provide some or all of the Services.
14.3 We don't need to share your name and contact details to any third parties, however the documents you submit to us for translation may contain such information. Documents for translation may be shared with a range of trusted and approved translation providers, and if the translation also needs further certification, it may be shared with solicitors, notary public, the Legalisation Office (part of the British Foreign and Commonwealth Office – FCO), consulate and embassies. We will only submit your document to these third parties when strictly necessary, and the need to share depends which country the translated document will be submitted to.
14.4 Any third parties that we may share your data with are obliged to keep your details securely, and to use them only to fulfil the service they provide you on our behalf. Note that some consulates and embassies are not part of the EEA and may not comply with the GDPR Data Protection law. Where a translator/translation provider is based outside the EEA, they will be asked to provide an equivalent information security guarantee to Amanara UK Ltd while it is processing your personal information. This includes an assurance to safeguard the security of the personal information they process on your behalf as sub-processors.
14.5 Amanara UK Ltd will process (collect, store and use) the information you provide in a manner compatible with the EU's General Data Protection Regulation (GDPR). We will endeavour to keep your information accurate and up to date, and not keep it for longer than is necessary. Amanara UK Ltd is required to retain information in accordance with the law, such as information needed for income tax and audit purposes.
14.6 Amanara UK Ltd, at your request, can confirm what information we hold about you and how it is processed.
14.7 Contact details of the Data Protection Manager:
Amanara UK Ltd
1 Spiersbridge Way
Telephone: 0333 444 0241
15.1 The invalidity or enforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision.
15.2 These Terms and Conditions shall be governed by and construed in accordance with the laws of England and Wales. Disputes arising here from shall be exclusively subject to the jurisdiction of the courts of England and Wales.
This document was last updated on 09 Septemner 2021.
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