Terms & conditions of business

Rising Sun Communications Ltd. Terms and Conditions of Business

In this document : No part of any numbered clause shall be read separately from any other part. Section headings are provided for convenience of reading only and shall be ignored for the purpose of ascertaining meaning.

Definitions

1. RSC Ltd. shall mean Rising Sun Communications Ltd.

RSC Ltd. shall normally be the creator of a translation unless the Client has been explicitly informed that the act of translation (the translation task) will be subcontracted.

Translation task shall mean the preparation of a translation or any other translation-related task such as revising, editing etc., which calls upon the translation-skills of a translator, but no copywriting or adaptation.

Client shall mean the party commissioning a translation in the normal course of business.

The parties may be natural or legal persons, including as an example only, corporate entities, associations, partnerships and economic interest groups.

Source material shall be understood to mean any text or medium containing a communication which has to be translated, and may comprise text, sound or images.

Copyright in Source Material and Translation Rights

2. RSC Ltd. accepts an order from the Client on the understanding that performance of the translation task will not infringe any third party rights.

The Client undertakes to keep RSC Ltd. harmless from any claim for infringement of copyright and/or other intellectual property rights in all cases.

The Client likewise undertakes to keep RSC Ltd. harmless from any legal action including defamation which may arise as a result of the content of the original source material or its translation.

Fees: (binding) Quotations and (non-binding) Estimates

3. In the absence of any specific agreement the fee to be charged shall be determined by RSC Ltd. on the basis of the Clients description of the source material, the purpose of the translation and any instructions given by the Client.

No fixed quotation shall be given by RSC Ltd. until RSC Ltd. has seen or heard all the source material and has received firm instructions from the Client.

Any fee quoted, estimated or agreed by RSC Ltd. on the basis of the Clients description of the task may be subject to amendment by agreement between the parties, if, in RSC Ltd.'s opinion on having seen or heard the source material, that description is materially inadequate or inaccurate.

Any fee agreed for a 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.

An estimate shall not be considered contractually binding, but given for guidance or information only.

4. Subject to the second paragraph of Clause 3 above, a binding quotation once given after RSC Ltd. has seen or heard all of 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.

5. Costs of delivery of the translation shall normally be borne by RSC Ltd..

Where delivery requested by the Client involves expenditure greater than the cost normally incurred for delivery, the additional costs shall be chargeable to the Client. If the additional cost is incurred as a result of action or inaction by RSC Ltd., it shall not be borne by the Client, unless otherwise agreed.

6. 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 or poorly audible sound media, and/or terminological research, and/or priority work or work outside normal office hours in order to meet the Clients deadline or other requirements, may also be charged. The nature of such charges shall be agreed in advance.

7. If any changes are made in the text or the Clients requirements at any time while the task is in progress, RSC Ltd.'s fee, any applicable supplementary charges and the terms of delivery shall be adjusted in respect of the additional work.

Delivery

8. Any delivery date or dates agreed between RSC Ltd. and the Client shall become binding only after RSC Ltd. has seen or heard all of the source material to be translated and has received complete instructions from the Client.

The date of delivery shall not be of the essence unless specifically agreed in writing.

Unless otherwise agreed, RSC Ltd. 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 Clients premises on the date of delivery.

Payment

9. Payment in full to RSC Ltd. shall be effected not later than 30 days from the date of invoice by the method of payment specified.

For long assignments or texts, RSC Ltd. may request an initial payment and periodic payments on terms to be agreed.

10. Settlement of any invoice, part-invoice or other payment shall be made by the due date agreed between the parties or in the absence of such agreement within the period stipulated in Clause 9.

Interest shall automatically be applied at the rate of 8% per annum over base rate (or such rate as is determined by statue, the latter prevailing) to all overdue sums from the date on which they first become due until they are paid in full.

Where delivery is in instalments and notice has been given than an interim payment is overdue, RSC Ltd. shall have the right to stop work on the task in hand and until the outstanding payment is made or the terms agreed.

This action shall be without prejudice to any sums due and without any liability whatsoever to the Client or any third party.

Copyright in Translations

11. In the absence of specific written agreement to the contrary, copyright in the translation remains the property of RSC Ltd..

RSC Ltd. 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.

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.

Copyright in any completed or residual part of a translation shall remain the property of RSC Ltd., and the conditions applicable to assignment of copyright and the grant of a licence to publish shall be as specified above in relation to a completed translation.

12. Where RSC Ltd. retains the copyright, unless otherwise agreed in writing, any published text of the translation shall carry the following statement "© Rising Sun Communications Ltd. (Year date)" as appropriate to the particular case.

13. Where RSC Ltd. assigns the copyright and the translation is subsequently printed for distribution, the Client shall acknowledge RSC Ltd.'s work in the same weight and style of type as used for acknowledgement of the printer and/or others involved in production of the finished document, by the following statement: "English translation by Rising Sun Communications Ltd.", as appropriate to the particular case.

14. Where a translation is to be incorporated in to a translation memory system or any other corpus RSC Ltd. shall licence use of the translation for this purpose for an agreed fee.

Such incorporation and use shall only take place after the licence for the purpose has been granted by RSC Ltd. in writing and the agreed fee has been paid in full.

It shall be the duty of the Client to notify RSC Ltd. that such use will be made of the translation.

15. All translations are subject to RSC Ltd.'s right of integrity.

If a translation is any way amended or altered without the written permission of RSC Ltd., RSC Ltd. shall not be in any way liable for amendments made or their consequences.

If RSC Ltd. retains the copyright in a translation, or if a translation is to be used for legal purposes, no amendment or alteration may be made to a translation without RSC Ltd.'s written permission.

The right of integrity may be specifically waived in advance by RSC Ltd. in writing.

Confidentiality and Safe-keeping of the Clients documents

16. No documents for translation shall be deemed to be confidential unless this is expressly stated by the client.

However, RSC Ltd.'s shall at all times exercise due discretion in respect of disclosure to any Third Party of any information contained in the Clients original documents or translations thereof without the express authorisation of the Client.

Nevertheless a third party may be consulted over specific translation terminology queries, provided that there is no disclosure of confidential material.

17. RSC Ltd. shall be responsible for the safe-keeping of the Clients documents and copies of the translations, and shall ensure their secure disposal.

18. If requested to do so by the Client, RSC Ltd. shall insure documents in transit from RSC Ltd., at the Clients expense.

Cancellation and Frustration

19. If a translation task 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 Clause 21 pay RSC Ltd. the full contract sum unless otherwise agreed in advance.

The work completed shall be made available to the Client.

20. 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 RSC Ltd. shall have the right to terminate a contract.

21. Neither RSC Ltd. 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.

RSC Ltd. shall notify the Client as soon as is reasonably practical of any circumstances likely to prejudice RSC Ltd.'s ability to comply with the terms of the Clients order, and assist the Client as far as reasonably practical to identify an alternative solution.

Complaints and Disputes

22. Failure by RSC Ltd. to meet agreed order requirements shall entitle the Client to :

1) reduce, with RSC Ltd.'s consent, the fee payable for work done by a sum equal to the reasonable cost necessary to remedy deficiencies, and/or

2) cancel any further instalments of work being undertaken by RSC Ltd..

Such entitlement shall only apply after RSC Ltd. has been given one opportunity to bring the work up to the required standard.

This entitlement shall not apply unless RSC Ltd. has been notified in writing of all alleged defects.

23. Any complaint in connection with a translation task shall be notified to RSC Ltd. by the Client (or vice-versa) within one month of the date of delivery of the translation.

If the parties are unable to agree, the matter may be referred by the more diligent party to the Arbitration Committee of the Institute of Translation and Interpreting.

Such referral shall be made no later than two months from the date on which the original complaint was made.

24. 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.

In any event these terms shall be construed in accordance with English law.

Responsibility and Liability

25. The translation task shall be carried out by RSC Ltd. using reasonable skill and care and in accordance with the provisions and spirit of the Code of Professional Conduct of the Institute of Translation and Interpreting.

Time and expense permitting, RSC Ltd. shall use its best endeavours to do the work to best of the ability, knowledge and belief of its employees, consulting such authorities as are reasonably available to RSC Ltd. at the time.

However, RSC Ltd. shall not in any circumstances be liable or responsible for the accuracy or completeness of any translation unless such an undertaking has been given and authorised by RSC Ltd. in writing beforehand on specific request by the Client. More particularly, RSC Ltd. shall not in any circumstances be liable for any direct, indirect, consequential or financial loss or loss of profit resulting directly or indirectly from the use of any translation or consultation services by the Client, unless such an undertaking has been given and authorised by RSC Ltd. in writing beforehand on specific request by the Client.

Unfair competition

26. Where in the course of business RSC Ltd.'s Client is an intermediary and introduces RSC Ltd. to a third party work provider, RSC Ltd. shall not knowingly, for a period of 6 months from return of the last translation task arising from the introduction, approach the said third party for the purpose of soliciting work, nor work for the third party in any capacity involving translation, without the Clients written consent.

However, this shall not apply where:

the third-party work-provider has had previous dealings with RSC Ltd., or

RSC Ltd. acts on the basis of information in the public domain, or

the approach from the third party is independent of the relationship with the intermediary, or

the approach to the third-party arises as the result of broad-band advertising, or

the third party is seeking suppliers on the open market, or

the intermediary only makes isolated use of RSC Ltd.'s services.

Applicability and Integrity

27. These Model Terms shall be subject to any detailed requirements of variants expressly specified in the Order relating to a particular translation task.

No waiver or any breach of any condition in this document shall be considered as a waiver or any subsequent breach of the same or any other provision.

email: info@risingsun.co.ukTel: +44 (0)20 30580224 Rising Sun Communications Ltd., 40 Bowling Green Lane London EC1R 0NE ENGLAND UK :Reg  No. 1332778