Live Translation > Terms & Conditions
Translator Consultancy Agreement
- Definition
- Term of engagement
- Duties
- Fees
- Other activites
- Confidential information
- Data protection
- Intellectual property
- Insurance and liability
- Termination
- Obligations upon termination
- Status
- Notices
- Entire agreement
- Variation
- Indemnity
- Third Party Rights
- Governing law and jurisdiction
This agreement is dated 2006
PARTIES
(1) LIVE TRANSLATION LIMITED incorporated and registered in England and Wales with
company number 5633266 whose registered office is at Brunswick Enterprise Centre,
Queensgate, Huddersfield, West Yorkshire, HD1 3DH (“the Company”)
(2) The individual who agrees to provide the Services to the Company on the terms
of this Agreement (“the Translator”)
AGREED TERMS
1.1 The definitions and rules of interpretation in this clause apply in this agreement
(unless the context requires otherwise).
Capacity: as agent, Translator, director, employee, owner, partner, shareholder
or in any other capacity.
Commencement Date:
Confidential Information: information (whether or not recorded in documentary form,
or stored on any magnetic or optical disk or memory) relating to the business, products,
affairs and finances of the Company for the time being confidential to the Company
and trade secrets including, without limitation, technical data and know-how relating
to the business of the Company or any of its business contacts.
Engagement: the engagement of the Translator by the Company on the terms of this
agreement.
Insurance Policies: commercial general liability insurance cover.
Intellectual Property Rights: patents, rights to inventions, copyright and related
rights, trade marks, trade names and domain names, rights in get-up, rights in goodwill
or to sue for passing off, rights in designs, rights in computer software, database
rights, rights in confidential information (including know-how and trade secrets)
and any other intellectual property rights, in each case whether registered or unregistered
and including all applications (or rights to apply) for, and renewals or extensions
of, such rights and all similar or equivalent rights or forms of protection which
may now or in the future subsist in any part of the world.
Services: the professional translation services to be provided by the Translator
for the Company as set out in
clause 3
Termination Date: the date of termination of this agreement howsoever arising.
Works: all records, reports, documents, papers, drawings, designs, transparencies,
photos, graphics, logos, typographical arrangements, software, and all other materials
in whatever form, including but not limited to hard copy and electronic form, prepared
by the Translator in the provision of the Services.
1.2 The headings in this agreement are inserted for convenience only and shall not
affect its construction.
1.3 A reference to a particular law is a reference to it as it is in force for the
time being taking account of any amendment, extension, or re-enactment and includes
any subordinate legislation for the time being in force made under it.
1.4 A reference to one gender includes a reference to the other gender.
1.5 The schedules to this agreement form part of (and are incorporated into) this
agreement.
2.1 The Company shall engage the Translator and the Translator shall provide the
Services on the terms of this agreement.
2.2 The Engagement shall be deemed to have commenced on the Commencement Date and
shall continue unless and until terminated:
(a) as provided by the terms of this agreement; or
(b) by either party giving to the other not less than one months' prior written
notice.
3.1 During the Engagement the Translator shall provide the Services with all due
care, skill and ability and use his best endeavours to promote the interests of
the Company;
3.2 Unless he has been specifically authorised to do so by the Company in writing,
the Translator shall not:
(a) have any authority to incur any expenditure in the name of or for the account
of the Company; or
(b) hold himself out as having authority to bind the Company.
4.1 In consideration of the provision of the Services during the Engagement, the
Company shall within 7 days of the provision of the Services, pay to the Translator
a Translator fee of £0.05/$0.08/€0.06 per word exclusive of Value Added Tax (if
applicable), such fee to be payable by bank transfer paypal or other method 7 days
in arrears.
Nothing in this agreement shall prevent the Translator from being engaged, concerned
or having any financial interest in any Capacity in any other business, trade, profession
or occupation during the Engagement provided that such activity does not cause a
breach of any of the Translator's obligations under this agreement; and
6.1 The Translator acknowledges that in the course of the Engagement he will have
access to Confidential Information. The Translator has therefore agreed to accept
the restrictions in this
clause 6.
6.2 The Translator shall not (except in the proper course of his duties) either
during the Engagement or at any time after the Termination Date, use or disclose
to any person, firm or company (and shall use his best endeavours to prevent the
publication or disclosure of) any Confidential Information. This restriction does
not apply to:
(a) any use or disclosure authorised by the Company or required by law; or
(b) any information which is already in, or comes into, the public domain otherwise
than through the Translator's unauthorised disclosure.
7.1 The Translator consents to the Company holding and processing data relating
to him for legal, personnel, administrative and management purposes and in particular
to the processing of any "sensitive personal data" (as defined in the
Data Protection Act 1998) relating to the Translator:
7.2 The Translator consents to the Company making such information available to
those who provide products or services to the Company (such as advisers), regulatory
authorities, governmental or quasi governmental organisations and potential purchasers
of the Company or any part of its business.
8.1 The Translator hereby assigns to the Company all existing and future Intellectual
Property Rights in the Works and the Inventions and all materials embodying such
rights to the fullest extent permitted by law. Insofar as they do not so vest automatically
by operation of law or under this agreement, the Translator holds legal title in
such rights and inventions on trust for the Company.
8.2 The Translator undertakes:
(a) whenever requested to do so by the Company and in any event on the termination
of the Engagement, promptly to deliver to the Company all correspondence, documents,
papers and records on all media (and all copies or abstracts of them), recording
or relating to any part of the Works and the process of their creation which are
in his possession, custody or power;
(b) not to register nor attempt to register any of the Intellectual Property Rights
in the Works, unless requested to do so by the Company; and
(c) to do all acts necessary to confirm that absolute title in all Intellectual
Property Rights in the Works has passed, or will pass, to the Company.
8.3 The Translator warrants to the Company that:
(a) he has not given and will not give permission to any third party to use any
of the Works, nor any of the Intellectual Property Rights in the Works;
(b) he is unaware of any use by any third party of any of the Works or Intellectual
Property Rights in the Works; and
(c) the use of the Works or the Intellectual Property Rights in the Works by the
Company will not infringe the rights of any third party.
8.4 The Translator waives any moral rights in the Works to which he is now or may
at any future time be entitled under Chapter IV of the Copyright Designs and Patents
Act 1988 or any similar provisions of law in any jurisdiction, including (but without
limitation) the right to be identified, the right of integrity and the right against
false attribution, and agrees not to institute, support, maintain or permit any
action or claim to the effect that any treatment, exploitation or use of such Works
or other materials, infringes the Translator's moral rights.
8.5 The Translator acknowledges that no further remuneration or compensation other
than that provided for in this agreement is or may become due to the Translator
in respect of the performance of his obligations under this clause 8.
8.6 The Translator undertakes, at the expense of the Company, at any time either
during or after the Engagement, to execute all documents, make all applications,
give all assistance and do all acts and things as may, in the opinion of the Company,
be necessary or desirable to vest the Intellectual Property Rights in, and to register
them in, the name of the Company and to defend the Company against claims that works
embodying Intellectual Property Rights or Inventions infringe third party rights,
and otherwise to protect and maintain the Intellectual Property Rights in the Works
and the Inventions.
8.7 The Translator hereby irrevocably appoints the Company to be his attorney to
execute and do any such instrument or thing and generally to use his name for the
purpose of giving the Company or its nominee the benefit of this clause 8 and acknowledges
in favour of a third party that a certificate in writing signed by any director
or the secretary of the Company that any instrument or act falls within the authority
conferred by this clause 8 shall be conclusive evidence that such is the case.
9.1 The Translator shall have personal liability for any loss, liability or costs
(including reasonable legal costs) incurred by the Company in connection with the
provision of the Services and shall accordingly maintain in force during the Engagement
full and comprehensive Insurance Policies in respect of the provision of the Services.
9.2 The Translator shall ensure that the Insurance Policies are taken out with reputable
insurers acceptable to the Company and that the level of cover and other terms of
insurance are acceptable to and agreed by the Company.
9.3 The Translator shall on request supply to the Company on request copies of such
Insurance Policies and evidence that the relevant premiums have been paid.
9.4 The Translator shall notify the insurers of the Company's interest and shall
cause such interest to be noted on the Insurance Policies together with a provision
to the effect that, if any claim is brought or made by the Company against the Translator
in respect of which the Translator would be entitled to receive indemnity under
any of the Insurance Policies, the relevant insurer will indemnify the Company directly
against such claim and any charges, costs and expenses in respect of such claim.
If the relevant insurer does not so indemnify the Company, the Translator shall
use all insurance monies received by him to indemnify the Company in respect of
any claim and shall make good any deficiency from his own resources.
9.5 The Translator shall comply with all terms and conditions of the Insurance Policies
at all times. If cover under the Insurance Policies shall lapse or not be renewed
or be changed in any material way or if the Translator is aware of any reason why
the cover under the Insurance Policies may lapse or not be renewed or be changed
in any material way, the Translator shall notify the Company without delay.
10.1 Notwithstanding the provisions of
clause 2.2, the Company may terminate the Engagement with immediate
effect with no liability to make any further payment to the Translator (other than
in respect of amounts accrued prior to the Termination Date) if at any time the
Translator:
(a) is guilty of any gross misconduct affecting the business of the Company; or
(b) commits any serious or repeated breach or non-observance of any of the provisions
of this agreement or refuses or neglects to comply with any reasonable and lawful
directions of the Company; or
(c) is in the reasonable opinion of the Company negligent and incompetent in the
performance of the Services; or
(d) is declared bankrupt or makes any arrangement with or for the benefit of his
creditors or has a county court administration order made against him under the
County Court Act 1984; or
10.2 The rights of the Company under
clause 10.1 are without prejudice to any other rights that it might have
at law to terminate the Engagement or to accept any breach of this agreement on
the part of the Translator as having brought the agreement to an end. Any delay
by the Company in exercising its rights to terminate shall not constitute a waiver
thereof.
On the Termination Date the Translator shall:
(a) immediately deliver to the Company all documents, books, materials, records,
correspondence, papers and information (on whatever media and wherever located)
relating to the business or affairs of the Company or its business contacts, any
keys, and any other property of the Company, which is in his possession or under
his control;
(b) irretrievably delete any information relating to the business of the Company
stored on any magnetic or optical disk or memory and all matter derived from such
sources which is in his possession or under his control outside the premises of
the Company
12.1 The relationship of the Translator to the Company will be that of independent
contractor and nothing in this agreement shall render him an employee, worker, agent
or partner of the Company and the Translator shall not hold himself out as such.
12.2 This agreement constitutes a contract for the provision of services and not
a contract of employment and accordingly the Translator shall be fully responsible
for and shall indemnify the Company for and in respect of:
(a) any income tax, National Insurance and Social Security contributions and any
other liability, deduction, contribution, assessment or claim arising from or made
in connection with the performance of the Services, where such recovery is not prohibited
by law. The Translator shall further indemnify the Company against all reasonable
costs, expenses and any penalty, fine or interest incurred or payable by the Company
in connection with or in consequence of any such liability, deduction, contribution,
assessment or claim;
(b) any liability for any employment-related claim or any claim based on worker
status (including reasonable costs and expenses) brought by the Translator against
the Company arising out of or in connection with the provision of the Services,
except where such claim is as a result of any act or omission of the Company.
12.3 The Company may at its option satisfy such indemnity (in whole or in part)
by way of deduction from any payments due to the Translator.
13.1 Any notice given under this agreement shall be in writing and signed by or
on behalf of the party giving it and shall be served by delivering it personally,
or sending it by pre-paid recorded delivery or registered post to the relevant party
at (in the case of the Company) its registered office for the time being and (in
the case of the Translator) his last known address, or by sending it by fax to the
fax number notified by the relevant party to the other party. Any such notice shall
be deemed to have been received:
(a) if delivered personally, at the time of delivery;
(b) in the case of pre-paid recorded delivery or registered post, 48 hours from
the date of posting; and
(c) in the case of fax, at the time of transmission.
13.2 In proving such service it shall be sufficient to prove that the envelope containing
such notice was addressed to the address of the relevant party and delivered either
to that address or into the custody of the postal authorities as a pre-paid recorded
delivery or registered post or that the notice was transmitted by fax to the fax
number of the relevant party).
Each party on behalf of itself acknowledges and agrees with the other party that:
(a) this agreement the entire agreement and understanding between the Translator
and the Company and supersedes any previous agreement between them relating to the
Engagement(which shall be deemed to have been terminated by mutual consent);
(b) in entering into this agreement neither party has relied on any Pre-Contractual
Statement; and
(c) the only remedy available to either party for breach of this agreement shall
be for breach of contract under the terms of this agreement and it shall have no
right of action against any other party in respect of any Pre-Contractual Statement.
Nothing in this agreement shall, however, operate to limit or exclude any liability
for fraud.
No variation of this agreement shall be valid unless it is in writing and signed
by or on behalf of each of the parties.
16.1 The Translator agrees to indemnify and keep the Company indemnified against
any and all damages, losses, lost profits, expenses, proceedings, costs (including
increased administration costs and legal costs on a full indemnity basis), actions,
awards, claims and any other losses and/or liabilities suffered by the Company and
arising from and/or relating to any breach of contract, any tortious act and/or
omission and/or any breach of statutory duty by the Translator
16.2 The Company accepts unlimited liability in respect of death or personal injury
caused by its negligence and such other liability which cannot be excluded by law.
16.3 Subject to clause 16.1 the Translator agrees that the Company shall not be
liable for loss of profit, revenue or business or contracts or indirect or consequential
loss however arising, including negligence even if such loss or damage was foreseeable
and/or brought to the attention of the Company.
16.4 Subject to clause 16.1 and 16.2 above, the total aggregate liability arising
out of any claim in contract, negligence, tort (or other legal liability) pursuant
to these terms and conditions shall not in any circumstances exceed £250.
16.5 The exclusions and limitations contained in this clause shall each be construed
separately. If any provision is found by a court to be unenforceable or void then
the remaining provisions shall remain in full force and effect.
The Contracts (Rights of Third Parties) Act 1999 shall not apply to this agreement
and no person other than the Translator and the Company shall have any rights under
it. The terms of this agreement or any of them may be varied, amended or modified
or this agreement may be suspended, cancelled or terminated by agreement in writing
between the parties or this agreement may be rescinded (in each case), without the
consent of any third party.
18.1 This agreement shall be governed by and construed in accordance with the law
of England and Wales.
18.2 Each party irrevocably agrees to submit to the non-exclusive jurisdiction of
the courts of England and Wales over any claim or matter arising under or in connection
with this agreement.
You should print a copy of this Agreement for future reference. Please click on
the button marked “I Accept” at the end of this Agreement if you accept them. Please
understand that if you refuse to accept these terms and conditions, you will not
be able to provide any of the Services to the Company