In this document:
All sections of numbered clauses are related and should not be interpreted separately. Headings are used for ease of reading and not for establishing meaning.
Definitions
"Translator” means the person who provides the translation in the normal course of the process.
"Translation” means the translation itself and related tasks, such as revision, editing, etc., which require the translation skills of a translator, not drafting or adaptation skills.
"Client” means the person who orders the translation in the normal course of the process.
Parties may be natural or legal persons, including, for example, individuals, associations, partners, economic interest groups or business entities.
"Original document” means a text or medium that includes content that needs to be translated, which may comprise text, sound or images.
Copyright of original documents and translation rights
The Translator accepts an order from the Client on the understanding that the translation does not violate third-party rights.
The Client undertakes that the Translator shall never be accused of violating copyrights and/or any other intellectual property rights.
The Client further undertakes that the Translator shall never be named in any legal action, including for defamation, as a result of the contents of the original document or the translation thereof.
Rates: (binding) Quotes (non-binding)
The rates charged shall be determined by Blossom Translations® based on the description the Client provides of the original document, the purpose of the translation, and any other specifications provided by the Client.
Blossom Translations® does not prepare quotes using fixed rates before analysing the entire document that needs translating and without receiving the Client’s translation brief.
VAT shall be added to the quoted fee, where applicable.
Any fee quoted, estimated or set by Blossom Translations® based only on the description of the assignment provided by the Client may be subject to change as agreed by the parties where, in the opinion of Blossom Translations®, and after analysing the original document or recording, said description proves insufficient or inaccurate.
Any fee agreed for a translation which later proves to be more complex than either party anticipated at the time it was agreed and approved shall be renegotiated, provided the other party is informed thereof as soon as, and to the extent possible, it is identified.
A quote is not contractually mandatory, but rather serves as a guide and information.
Subject to the second paragraph of Clause 3, a quote shall be prepared as soon as Blossom Translations® has seen the original document or recording and shall be valid for 10 days from the quote date.
Once these 10 days have elapsed, the quote may be adjusted.
Where the delivery requested by the Client involves shipping costs (postage), these costs shall be borne by the Client.
Costs incurred as a result of the action or inaction of the Translator shall not be borne by the Client, unless otherwise agreed.
Additional costs, as a result of:
incomplete text, complex structure or other forms of presentation that require additional time or resources; and/or
illegible text or inaudible recordings; and/or terminology research; and/or
certification; and/or urgent assignments or those required outside of normal working hours to meet the Client’s deadline or other requirements, shall also be charged.
The nature of such fess shall be determined in advance.
Where changes are made to the Client's text or requirements while a translation is in progress, the translation fee, any additional costs and the delivery terms shall be adjusted to reflect the work needed to incorporate said changes.
Delivery
Any delivery date or date agreed between Blossom Translations® and the Client shall become binding only after Blossom Translations® has seen the original document or recording to be translated and has received the translation brief from the Client.
A delivery date is not necessary, unless otherwise provided for in writing.
Unless otherwise agreed, Blossom Translations® shall send the translation to the Client by e-mail or as agreed with the Client, no later than the end of business on the delivery date.
Payment
Full payment to Blossom Translations® must be made upon approval of the quote or no more than five days from the invoice date, using the payment method indicated.
Blossom Translations® may request a down payment for long texts or projects and subsequent partial payments, in accordance with the established terms and conditions.
Settlement of any invoice, partial payment or any payment must be made on the date agreed between the parties or, in the absence thereof, within the deadline stipulated under Clause 9.
Interest at a rate of 8% per year shall be charged over the basic rate (or the basic rate determined by law, in which case the most recent shall be applied) over all amounts outstanding from the date on which they become due and until they are paid in full.
Where partial deliveries are made and the Client has been informed that payments are overdue, Blossom Translations® shall be entitled to suspend work in progress until outstanding amounts are paid or as agreed.
This measure shall be without prejudice to any amounts due and shall not incur any liability for the Client or third parties.
Translation copyright
Unless otherwise agreed in writing, translation copyrights belong to the Translator.
The Translator may use and sell or resell any non-confidential translation or any excerpt or recording thereof that is not copyright protected or which falls does not under official secrecy, legal professional privilege or public-interest immunity.
Where copyright has been assigned or registered (formally in writing, to have legal effect, or informally without written evidence, but valid in equity outside of Act 1988), the above shall only apply after full payment of the agreed fee.
Copyright of a full or partial translation shall remain the property of the Translator, and the conditions applicable to the transfer of copyrights and the granting of a publication license must be as specified above for a final translation.
Where copyrights belong to the Translator, unless otherwise agreed in writing, any text published of the translation must include "© Text in English or other language, name of the translator, year, date”, as applicable.
Where copyrights are assigned to the Translator and the translation is printed for distribution, the Client must acknowledge the Translator in the same way as it recognises all those involved in the production of the final document, as follows:
"© Text in (English or other language), (name of the translator), (year, date),” as applicable
Where the translation is included in a corpus, the Translator must authorise the use of the translation for such purpose against a fee to be agreed.
Said inclusion and use may only take place after the Translator grants written license for such purpose and the agreed fee has been paid in full.
The Client must notify the Translator that the translation is to be used for such purpose.
All translations shall be covered by the Translator’s right of integrity.
If a translation is corrected or changed without the written consent of the Translator, they shall not be held liable for any changes made or the consequences thereof.
Where copyright belongs to the Translator, or where the translation is used for legal purposes, no changes may be made to the translation without the written consent of the Translator.
The right of integrity may be waived in advance in writing by the Translator.
Confidentiality and safekeeping of Client documents
Translation documents shall not be deemed confidential unless expressly authorised by the Client.
That said, the Translator shall not disclose to third parties any information contained in the Client’s original documents or the translations thereof, without the express consent of the Client.
Third parties may, however, be consulted on terminology issues, ensuring that confidential material is not disclosed.
The Translator shall be responsible for the safekeeping of the Client’s documents and copies of the translations, and must ensure they are secure.
Where requested by the Client, the Translator must ensure the documents are returned to the Client, the
related expenses being borne by the Client.
Cancellation and dissatisfaction
Where a translation service is engaged and then subsequently cancelled, or its scope is reduced or compromised by default of the Client or third parties, the Client must, except under the circumstances described in Clause 21, pay the Translator the agreed amount in full, unless otherwise agreed.
The translation shall be delivered to the Client.
Where a client goes into liquidation (other than voluntary liquidation for restructuring) or has an appointed administrator or becomes insolvent, goes bankrupt or reaches an agreement with creditors, the Translator shall be entitled to terminate the contract.
Neither the Translator nor the Client shall be liable to each other or to third parties for consequences resulting from any circumstances beyond the control of either party.
The Translator must notify the Client as soon as possible of any circumstances that could impede their ability to comply with the terms of the Client’s order, and, insofar as possible, assist the Client in finding a solution.
Complaints and disputes
Where the Translator fails to satisfy the agreed criteria or to provide a translation tailored to the purposes for which it was ordered, the Client may:
1) reduce, with the consent of the Translator, the amount payable for the work done to an amount that covers the cost reasonably necessary to correct the shortcomings, and/or
2) cancel any portions of work to be done by the Translator.
The above shall not apply where the Translator has been given the opportunity to improve the translation to meet the required standard.
The above shall not apply unless the Translator was notified in writing of all issues.
The Client must send complaints to the Translator (or vice versa) within one month of the translation delivery date.
If the parties do not reach an agreement, the matter may be forwarded by the complaining party to a lawyer
no later than two months after the initial complaint was submitted.
Where a dispute between the parties cannot be resolved amicably, or where one of the parties refuses to accept a request for arbitration, the parties shall be subject to the jurisdiction of the courts of Portugal.
In any event, these terms and conditions shall be interpreted in accordance with Portuguese law.
Liability and Risk
The Translation shall be done by the Translator with the utmost professionalism and care, in accordance with the provisions and the spirit of the Code of the Portuguese Association of Professional Translators and Interpreters (APTRAD).
Where time and cost permit, the Translator shall make every effort to complete the assignment, making the best use of their skills and judgment.
The translation must be in line with the purpose thereof for the target audience and the specified standard of quality.
Unless otherwise specified, translations should be regarded as information banks.
The Translator’s liability in any matters shall be limited to the amount charged for the work, except where related to any reasonably foreseeable consequences.
Unfair competition
Where, in the course of a transaction, the Translator’s Client acts as an intermediary and introduces the Translator to third parties, the Translator must not contact said third parties to sell translation services during a period of six months from the delivery of the last translation assignment, without the written consent of the Client.
The above shall not apply where:
Applicability and integrity
hese terms and conditions may also be subject to specific requirements or variants expressly specified in the brief of a particular Translation.
There is no breach of any condition in this document which could be regarded as a waiver of a subsequent breach thereof or of any other clause.