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Teguh Translation Services Terms and Conditions of Services

When assigning a translation task, a corporate body or a translation agency or any other individuals (hereinafter referred to as "Client") enters into a binding agreement with Teguh Translation Services (Teguh Irawan, S.S.) (hereinafter referred to as "Translator"), which is covered by the following terms & conditions: 


1. Definitions


1.1 Translation task shall mean the preparation of a translation or any other translation-related task such as revising, editing, etc., but not copywriting, which calls upon the translation skills of a translator. 


1.2 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.


2. Copyright in Source Material, and Translation Rights


2.1 The Translator 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 the Translator 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 the Translator harmless from any legal action including defamation which may arise as a result of the content of the original source material or its translation.


3. Fees: [binding] Quotations and [non-binding] Estimates


3.1 In the absence of any specific agreement, the fee to be charged shall be determined by the Translator 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 The Translator shall not give a fixed quotation until the Translator has seen or heard all the source material and has received firm instructions from the Client. 


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


3.4 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. 


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


3.6 When commissioning a translation, the Client shall clearly indicate the intended use of the translation, e.g. whether it is required for:


information only

publication and advertising

legal purposes or patent proceedings

any other purpose, where the particular rendering of the text by the translator employed is liable to be of consequence.


3.7 Where the Client does not disclose the purpose of a translation to the Translator, the Translator shall perform the translation to the best of his judgment in accordance with one of the purposes specified under clause 3.6 as if its purpose had been disclosed. The Translator shall indicate the purpose for which the translation was supplied and will determine the charge accordingly.


3.8 Word count is based on original text unless otherwise agreed, or the nature of the job necessitates a count on target text. Where text is supplied electronically the word count in Microsoft Word 2000 for Windows 2000 will be used. We count all words requiring translation or re-keying. A word is defined as one or more characters between spaces, and/or hyphens and/or slashes or other punctuation marks including apostrophes. Extra charges may be levied for DTP or substantial formatting of documents


3.9 Subject to clause 3.2 above, a binding quotation once given after the Translator has seen or heard 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.


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


3.11 Unless otherwise specifically agreed, 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 

• priority work or work outside normal office hours in order to meet the Client’s deadline or other requirements, may also be charged. 


3.12 The nature of such charges shall be agreed in advance.


3.13 If any changes are made in the text or the Client’s requirements at any time while the task is in progress, the Translator’s fee, any applicable supplementary charges and the terms of delivery shall be adjusted in respect of the additional work.


4. Delivery


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


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


4.3 Unless otherwise agreed, the Translator 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. Payment


5.1 Unless otherwise agreed in advance, payment in full to the Translator shall be effected by the method of payment specified, not later than 30 days from date of invoice for established clients and 14 days from date of invoice for all others. 


5.2 For long assignments or texts, the Translator may request an initial payment and periodic partial payments on terms to be agreed.


5.3 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.


5.4 Interest shall automatically be applied at the rate of 2% per calendar month over base rate to all overdue sums from the date on which they first become due until they are paid in full. 


5.5 Where delivery is in installments and notice has been given that an interim payment is overdue, the Translator shall have the right to stop work on the task in hand until the outstanding payment is made or other terms agreed. 


6. Copyright in translations


6.1 In the absence of a specific written agreement to the contrary, copyright in the translation remains the property of the Translator. 


6.2 The translator may use and sell or resell any non-confidential translation or any part or record thereof not covered by copyright, legal professional privilege or public interest immunity. 


6.3 Where copyright is assigned or licensed, this shall be effective only on payment of the agreed fee in full. 


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


6.5 Where the Translator retains the copyright, unless otherwise agreed in writing, any published text of the translation shall carry the following statement: "© (English or other) text (Translator’s name) (Year date)" as appropriate to the particular case.


6.6 Where the Translator 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 as 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 (Translator’s name)", as appropriate to the particular case.


6.7 All translations are subject to the translator’s right of integrity. If a translation is in any way amended or altered without the written permission of the Translator, the Translator shall not be in any way liable for amendments made or their consequences. If the Translator 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 the Translator’s written permission. The right of integrity may be specifically waived in advance by the translator in writing.


7. Confidentiality and Safe-keeping of the Client’s Documents


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


7.2 However the Translator shall at all times exercise due discretion in respect of disclosure to any Third Party of any information contained in the Client’s original documents or translations thereof without the express authorization of the Client. 


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


7.4 The Translator shall be responsible for the safe-keeping of the Client’s documents and copies of the translations, and shall ensure their secure disposal.


8. Cancellation and Frustration


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 clause 8.4 pay the Translator the full contract sum unless otherwise agreed in advance. 


8.2 The work completed shall be made available to the Client.


8.3 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 the Translator shall have the right to terminate a contract.


8.4 Neither the Translator 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. 


8.5 The Translator shall notify the Client as soon as is reasonably practical of any circumstances likely to prejudice the Translator’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. Complaints and Disputes


9.1 Failure by the Translator to meet agreed order requirements or to provide a translation which is fit for its stated purpose shall entitle the Client to: 


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


2) cancel any further installments of work being undertaken by the translator. 


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


9.3 This entitlement shall not apply unless the Translator has been notified in writing of all alleged defects.


9.4 Any complaint in connection with a translation task shall be notified to the Translator by the Client (or vice-versa) within two weeks of the date of delivery of the translation. 


9.5 If the parties are unable to agree, the matter may be referred by the more diligent party to an Arbitration Committee agreed upon by the parties. 


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


9.7 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 Indonesia. In any event these terms shall be construed in accordance with Indonesian law.


10. Responsibility and liability


10.1 Time and expense permitting, the translator shall use his best endeavors to do the work to the best of his ability, knowledge and belief, and consulting such authorities as are reasonably available to him at the time. 


10.2 A translation shall be fit for its stated purpose and target readership, and the level of quality specified. 


10.3 The liability of the Translator on any grounds whatsoever shall be limited to the invoiced value of the work, except where in connection with any consequences which are reasonably foreseeable: 


1) the potential for such liability is expressly notified to the Translator in writing, and 


2) such liability is restricted to IDR 5,000,000.00 or the amount specified under the professional indemnity insurance available to the Translator per claim.


11. Unfair competition


11.1 Where in the course of business the Translator’s Client is an intermediary and introduces the Translator to a third-party work provider, the Translator 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 Client’s written consent. 


11.2 However, this shall not apply where: 


• the third-party work-provider has had previous dealings with the translator, or 

• the translator 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 the Translator’s services.