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STP Terms & Conditions of Service

Any individual or corporate body (hereinafter referred to as “the Client”) who submits content for translation, localisation, revision, editing or any other professional language service enters into a binding contract with Sandberg Translation Partners Limited (hereinafter referred to as “STP”). 

In the absence of express written agreement to the contrary, STP contracts only upon the terms and conditions set out in this document (hereinafter referred to as “STP’s T&Cs”), and any contract to which STP is a party is subject to and incorporates these terms and conditions. Any translation or other service delivered by STP to the Client shall be deemed to have been made subject to STP's T&Cs irrespective of anything to the contrary in the Client’s own terms and conditions, unless STP has previously formally accepted the Client’s terms and conditions, or the Client specifically draws the attention of STP to the Client’s own terms and conditions before or at the time of placing an order with STP. Any situations not covered by the Client’s terms and conditions shall be government by STP’s T&Cs unless STP has agreed in writing that the Client’s terms and conditions will exclusively govern the working relationship.

1. Specification of Requirement

When ordering language services from STP, the Client shall always provide clear, detailed and exhaustive instructions about all relevant aspects of the assignment (including delivery date). In the case of a translation assignment, the Client shall clearly indicate, if known, the target group and intended use of the translation (e.g. whether required for information only, publication and advertising, legal proceedings, etc.)

1.1. Should the Client wish to use a translation for a purpose other than that for which it was originally supplied, the Client shall obtain confirmation from STP or another competent authority that the translation is suitable for the new purpose. 

1.2. STP 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.

1.3. In the event of the Client using a translation for a purpose other than that for which it was originally intended, and such usage fails to meet expectations, the Client shall not be entitled to any compensation from STP.

1.4. The Client shall provide STP with the necessary documents for the assignment and, if possible or required, other auxiliary materials such as translation memories, term bases, publications, illustrative references, etc. In addition, the Client shall duly provide answers to STP’s queries related to the project. Should the Client not provide a timely response to such query, STP shall not be held liable for any issues arising from them.

1.5. STP shall be under no obligation to correct any errors of whatever nature in any source material supplied to STP for translation by the Client. STP may indicate to the client that such errors exist and recommend that they are corrected, however if the client disagrees, STP shall not be held liable for any consequential loss or damages arising out of these errors.

2. Pricing, Quoting and Time of Delivery

2.1. The cost of the translation or other language service shall be determined in accordance with the appropriate fee determined by STP, applicable to the particular type of service required, or in accordance with a framework agreement that STP has entered into with the Client. 

2.2. All quoted costs are exclusive of VAT.

2.3. In the event that the Client cancels an assignment placed with STP, STP shall be entitled to compensation for the work already completed by the time of cancellation.

2.4. Any quotation provided by STP upon the request of the Client or as part of a proposal for an RFP shall not be binding until STP has had the opportunity to evaluate the source materials for translation/proofreading/editing. Such quotations may be withdrawn or modified by STP upon its sole discretion at any time.

2.5. Further to Art.1.1 above, the parties agree that a delivery date is a material part of an assignment thus no work should be commenced prior to reaching an agreement regarding the deadline for the assignment. The agreed upon deadline is subject to change upon the written approval by both parties. In case during the course of an assignment STP determines that the agreed deadline cannot be met due to unforeseen circumstances, it shall immediately notify the Client about the estimated delay and the reasons for it. Should the Client agree to grant an extension, no compensation will be due by STP for the communicated late delivery.

3. Subcontracting

3.1. STP’s business model involves regular subcontracting of assignments. In order to ensure compliance by its subcontractors with confidentiality and other essential obligations, STP has written agreements in place with all of its subcontractors. By these agreements STP’s subcontractors are bound by the same strict confidence clauses that are applied by STP in its internal handling of data. In addition, subcontractors agree to deliver within the timeframes set by STP and to ensure that the quality of their work is compliant with STP’s Quality Management policies. 
3.2. STP’s subcontractors have also agreed not to contact the Client directly or pursue any opportunities to work directly with clients introduced to this subcontractor directly by STP within 12 months after the last assignment completed for this Client by the respective subcontractor.

4. Quality of Work

4.1. STP is fully committed to good industry practice and the ISO 17100 standard, to which it is certified. STP ensures that all in-house linguists, as well as subcontractors engaged for ISO 17100-compliant work have at least one of the following competencies:

     4.1.1. a recognised graduate qualification in translation from an institution of higher education

     4.1.2. a recognised graduate qualification in any other field from an institution of higher education plus two years of full-time or equivalent professional experience in translating

     4.1.3. five years of full-time professional experience in translating 

4.2 STP also ensures that all project managers have the appropriate competences to support the company in delivering translation services that meet the Client’s specifications and the STP’s own guidelines and workflows.

4.3 STP ensures Continuing Professional Development of both its employees and subcontractors through continuous practice, formal training and self-study, feedback on tasks carried out, keeping in touch with the source and target language cultures, and keeping abreast of technical and industry developments. 

4.4 STP has documented its quality assurance processes in a formal document that can be provided to the Client upon request.

4.5 As part of STP’s commitment to the principles of the ISO 17100 translation services standard, we operate a quality management system with a formal complaint handling process to help us address the issues in the event of a complaint. In the event of an issue with the quality of our services in general, or with the quality of a specific assignment, STP will address the complaint and enter into correspondence with the Client about the issue with a view to resolving it to mutual satisfaction.

5. Corrections and Alterations, Checking and Approval

5.1. As per the requirements of the ISO 17100 standard STP is fully committed to correcting any defects/errors in its deliveries that the Clients bring to its attention within 12 months after the respective assignment is delivered. STP’s corrective services are free of charge and will be provided within a mutually agreed deadline. 

5.2. If the Client wishes to make any alterations to the translation which are not directly attributable to any defects noted, the Client should make these alterations in cooperation with STP, otherwise STP shall not be responsible for any alterations made after delivery to the Client. 

5.3. If the Client (or the Client’s client) wishes to have changes made to a translation delivered by STP and requests that STP implement such changes, STP reserves the right to make a separate charge for such alteration/amendment work except when required as a result of objective defects in the translation delivered by STP.

5.4. When a translation is delivered to the Client for checking and approval before final delivery, the Client shall give STP its feedback within an agreed period of time in order to enable STP to finalise the assignment. STP shall not be held liable for a late delivery of the finalized assignment if the delay is caused by the late delivery of the Client’s feedback.

6. Liability

6.1. STP can only be held liable for damages directly resulting from STP’s or its subcontractors’ acts or omissions. STP shall not be held liable for any indirect or consequential damages or damages that arise ambiguities in the source materials, or other acts or omissions attributable to the Client. In the event that material supplied by the Client is not clearly legible, STP may at its discretion decline to undertake or complete the assignment in which case STP shall not be liable for the non-completion of the assignment or for any resulting loss or damage.

6.2. STP shall not be liable for any errors in its translation of non-standard abbreviations or for errors resulting from illegibility of any material supplied by the Client or for any consequential loss or damage.

6.3. STP’s total liability for damages shall be limited to the agreed or invoiced fee for the respective assignment and shall in no event exceed that amount. 

7. Copyright

7.1. Title to the copyright embodied in any translation produced by STP shall pass to the Client when all monies owed by the Client to STP in respect of that translation, including any interest payable in respect of late settlement of account, are paid in full.

7.2. Nothing within these terms and conditions shall be construed as giving the Client any intellectual property rights to any material, including computer software and systems, whether developed by STP or by third parties, that STP may use in the execution of translations or transmission of data to the Client.

7.3. Unless otherwise agreed in writing, STP reserves the right to reuse for other assignments any translation memory content created during the execution of a translation assignment.

7.4. STP shall not be liable to the Client or third parties for any damage (including any indirect and consequential damages) arising from any copyright infringement in any material or accompanying reference materials supplied by the Client for the assignment.  Notwithstanding any other action, the Client undertakes to rectify the infringement without delay and at his/her own expense by amending the incriminating part(s) of the material(s) in such a way that they no longer infringe upon the intellectual-property rights of third parties.

7.5. The Client shall remain liable under STP’s T&Cs and should still be obliged to pay the total project amount after delivery notwithstanding any inadvertent breach of copyright on the part of STP.

8. Mutual Confidentiality

8.1. STP places great important to the correct, lawful and fair handling of all personal data, acquired in the course of our relationships with the Client. We therefore undertake to maintain strict confidentiality in all aspects of our work carried out for the Client   and as have implemented policies governing the processing, transfer and storage of personal data within STP.

8.2. STP can provide the Client upon request with a copy of the following documents governing personal data processing:

     8.2.1. STP Client Data Security Policy

     8.2.2. STP GDPR Policy

     8.2.3. Internal Information Security Policy

     8.2.4. Vendor Information Security Policy

8.3. STP undertakes not to disclose to any person nor to copy or use for any purpose whatsoever any confidential information relating to the business affairs of our clients, including but not limited to information about our clients and their clients, employees and subcontractors, prices or any other matter or information about our clients and their business or the business of our client’s clients. This undertaking of confidentiality applies to all matters and information, except for information: 

     8.3.1. That was already known by STP at the time of receiving such information; 

     8.3.2. Which becomes known to STP by other sources (other than the Disclosing Party) who have the legal right to disclose such confidential information;

     8.3.3. Which was independently developed by STP without breaching any confidentiality obligations;

     8.3.4. Which is disclosed by STP based on a written permission to disclose provided by the Client. 

In addition, STP’s confidentiality obligations shall not be breached if STP is required to disclose the information: 

     8.3.5. Under a valid order of a court or other governmental body; 

     8.3.6. STP is otherwise required to do so by law;

     8.3.7. If the disclosure is necessary in order to establish rights or enforce obligations under Client`s agreement(s).

8.4. If during the course of work the identity of one of STP’s subcontractors becomes known to the Client, the Client shall be prohibited from contacting the subcontractor in question for any assignments within 12 months after the last job for this Client is delivered by the respective subcontractor, without the express approval of STP.

9. Force Majeure

9.1. STP shall not held liable any failure to fulfil its obligations under STP’s T&Cs or other agreement with the Client, if this failure is due to a force majeure. Force Majeure shall be Strike, Lockout, Industrial Dispute, Civil Commotion, Natural Disaster, Acts of War and any other situation which can be shown to have materially affected STP’s ability to complete the assignment as agreed.

9.2. In case the force majeure obstructs STP from complying with its obligations for a long period, the Client shall be entitled to withdraw the assignment.  However, the Client shall still be liable to pay STP for any work related to this assignment that was already completed and delivered. 

10. Payments

10.1. Unless otherwise agreed, STP’s terms of payment are net 30 days from date of invoice. Failure to adhere to the terms of payment agreed between the Client and STP shall entitle STP to reject all further assignments from the Client until payment of the amounts due is made, without prejudice to any rights of STP whatsoever. In addition, STP reserves the right to charge interest on overdue amounts at the rate of 2 per cent of the total outstanding amount for each month of delay after the Client has delayed payment for more than 90 days.

10.2. Should any work be suspended at the Client’s instigation for a period of more than 30 days during the course of any assignment, all costs incurred at that point will be invoiced and any materials ordered in connection with the project will be invoiced in full.

10.3. STP reserves the right to charge partial payment for work in progress where the production time is in excess of 60 days. STP also reserves the right to request payment, in part or in full, in advance or on receipt of goods for work undertaken.

11. Disputes and Applicable Law

11.1. If any dispute arises out of or in relation to STP`s T&Cs, the parties shall use all reasonable endeavours to settle any dispute amicably. Any dispute that cannot be settled by the parties themselves shall be settled by arbitration. Arbitration shall be governed by the rules laid down for the time being by the Association of Translation Companies in England, which will be supplied on request. The decision of the arbitration tribunal shall be final and binding on all parties involved.

11.2. These general Terms and Conditions of Service shall be interpreted in accordance with English law.

Sandberg Translation Partners Ltd, Unit 3, Victory Park, Solent Way, Whiteley, Hampshire PO15 7FN, UK

Tel.: +44 (0)1489 660140

Fax: +44 (0)1489 880392

Email: info at stptrans dot com

Website: http://www.stptrans.com