- Definitions and Interpretation of this Agreement
- 1 Definitions
In this Agreement, unless the context otherwise requires, the following expressions shall be given the following meanings:
‘Agreement’ means these terms and conditions of business and the attached Gomez Professional Services Confirmation Sheet.
‘Assignment‘ means the period during which an Interpreter performs services or carries out work for or on behalf of the Client or as otherwise agreed between the Client and the Interpreter, commencing at the time the Interpreter first starts sucj work and services and ending upon the cessation by the Interpreter of all such work and services.
‘Client’ means the Party commissioning the Interpreter as named in the said GPS Confirmation Sheet.
‘Intellectual Property Rights’ means inter alia copyright and related rights; performers’ rights; moral rights; goodwill and the right to sue for passing-off or unfair competition; rights to use and protect the confidentiality of confidential information (including know-how and trade secrets); and any other intellectual property rights of any person, including such rights or similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
‘Interpreter(s)’ means the party providing Interpreting as names in the said GPS Confirmation Sheet. The Interpreter(s) shall normally be the person(s) performing the Interpreting unless the Client has been explicitly informed in writing by GPS that the Interpreting Assignment will be subcontracted and the Client has agreed in writing that GPS shall be providing a replacement interpreter.
‘Remote Interpreting’ means interpreting delivered from various different locations enabled by information and communication technology, with either only sound from the speaker(s) (audio remote interpreting) or sound and image (video remote interpreting, VRI) being transmitted to the interpreter(s). No written translation work is involved.
‘Interpreting Assignment’ means providing Interpreting as commissioned by the Client in accordance with this Agreement.
‘Recordings’ means the recording and/or the use of the Interpreting in all media, including transcripts, audio and/or visual recordings and television, web and online broadcasts or as otherwise specified in the GPS Confirmation Sheet.
‘Source Material’ means the material (delivered in any medium by the Client) and any relevant background material provided in relation thereto by the Client.
‘Third Party’ means any party who is not a party to this Agreement.
‘Third-Party Rights’ means any right, title or interest of any legal or moral person and where relevant any successors or assigns.
‘Written Instructions’ means any instructions detailing the requirements of the Interpreting Assignment, provided by the Client to the Interpreter, that have been appended to and form part of this Agreement.
1.2 Interpretation of this Agreement
In this Agreement, unless the context indicates otherwise, the following shall apply:
- Words in the singular shall include the plural and vice versa.
- No part of any numbered clause shall be read separately from any other part.
- Clause headings are provided for convenience of reading only and shall be ignored for the purposes of ascertaining meaning.
- A reference to a statute or statutory provision is a reference to it as amended, extended or re- enacted from time to time.
- References to a “Party” or the “Parties” mean the parties to this Agreement. Such Parties may be natural or legal persons, including, for example, private individuals, associations, partnerships, economic interest groupings or corporate entities.
- Any words following the terms “including”, “include”, “in particular”, “for example” or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
1.3 Interpreting only
Unless explicitly agreed by the Parties in writing, this Agreement shall only apply to Interpreting carried out by the Interpreter or GPS, which will not include translation (except for any sight translation that arises during the Interpreting itself, which shall be included within the scope of this Agreement), arising out of guided tours assignments or any other interpreting assignments undertaken by the Interpreter. Such additional work will be undertaken and billed pursuant to a separate contract between the Parties. Unless otherwise agreed, any translation work undertaken by the Interpreter shall be governed by the Gomez Professional Services Terms and Conditions Business for Commissioned Interpreting Work.
1.4 Whispered Interpreting
Where the Interpreting will involve whispered interpreting for longer than 30 minutes the Client will arrange for an additional interpreter unless otherwise agreed with the interpreter or Gomez Professional Services.
2. Third Party Rights
2.1 The interpreter accepts an Interpreting Assignment from the Client on receipt of the Client’s confirmation that the latter will not infringe any Third Party Rights. Accordingly the Client warrants to the Interpreter that:
2.1.1 the Client has full right and authority to enter into this Agreement and possesses the necessary authority to interpret the Source Material and exploit any Recordings of the Interpreting;
2.1.2 and the Source Material does not infringe the copyright or any other Third Party Rights of any person.
2.2 The Client shall indemnify the Interpreter against any loss, injury or damage (including legal costs and expenses and compensation paid by the Interpreter to compromise or settle any claim) which the Interpreter suffers as a consequence of any breach or alleged breach of any of the above warranties or as a consequence of any claim that the Interpreting contains anything objectionable, defamatory, blasphemous or obscene or which constitutes an infringement of copyright or any other Third Party Rights.
3. Fees: Quotations, Estimates and Expenses
3.1 In the absence of any specific agreement, the fee to be charged, whether this is a fixed fee or an hourly rate, shall be determined by the Interpreter on the basis, inter alia, of the following:
the Client’s description of the Interpreting Assignment,
the purpose of the Interpreting,
the duration of the Interpreting Assignment including the length of the event(s) at which the Interpreter is to interpret and the required arrival time of the Interpreter at the venue,
the time and day that the Interpreting is to take place,
whether the Interpreting Assignment is to be performed remotely using remote simultaneous interpreting, video remote interpreting or over the phone interpreting,
the venue where the Interpreting Assignment is to take place and any instructions given by the Client including whether the Interpreting is to be recorded
and the use of personal protection equipment and the observance of social distancing measures or the lack thereof, where required or relevant.
3.2 No fixed quotation shall be given by the Interpreter until he/she has received clear and complete instructions in writing from the Client.
3.3 An estimate shall be given for guidance or information only.
3.4 Where VAT is chargeable it will be charged in addition to the quoted fee and expenses if the Interpreter is VAT registered.
3.5 Any fee agreed for an Interpreting Assignment 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 in good faith, always provided that the circumstances are made known to the other Party as soon as reasonably practical after they become apparent.
3.6 Subject to clause 3.2 above, a quotation given after the Interpreter has seen the complete instructions shall remain valid for a period of thirty (30) days from the date on which it was given, after which time it may be subject to revision.
3.7 All travel, accommodation and subsistence expenses shall be agreed in advance with the Client in writing and will be borne by the Clien unless otherwise agreed and shall be reimbursed on the date agreed between the Interpreter and the Client.
4. Delivery & Substitutions
4.1 The Interpreting Assignment shall be carried out at the times and dates and specific venues set out in the GPS Confirmation Sheet or as otherwise agreed between the Parties.
4.2 The Interpreter shall be entitled to take all breaks throughout the Interpreting Assignment, as agreed in advance between the Parties.
4.3 Where the Client commissions an Interpreting Assignment involving simultaneous interpreting, it will ensure that there are at least two interpreters (including the Interpreter) for each language and that adequate equipment is provided to all interpreters for the Interpreting Assignment.
4.4 The Interpreter reserves the right to substitute herself, provided the Client is reasonably satisfied that any proposed substitute possesses the necessary skills and qualifications for the satisfactory completion of the services. The Interpreter will remain liable for the services completed by the substitute and will bear any costs.
5.1 Payment in full to the Interpreter shall be effected no later than thirty (30) days from the date of invoice, by the method of payment specified.
5.2 The Client shall pay the Interpreter additional fees at the Overtime Rate(s) (as set out in the GPS Confirmation Sheet) if the Interpreting Assignment lasts for a longer duration than specified in the original instructions.
5.3 The Interpreter shall charge at a rate of 50% extra for overtime and working on Saturdays and 100% extra for working on Sundays and Public Holidays. The Interpreter is also entitled to charge for any agreed extra hours where an assignment over-runs at a rate to be agreed in advance in writing.
5.4 For ongoing Interpreting Assignment, the Interpreter shall request an initial payment and periodic partial payments on terms to be agreed.
5.5 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 5.1.
5.6 Where the Interpreting Assignment is ongoing and is to be conducted in instalments, and notice has been given that an interim payment is overdue, the Interpreter shall have the right to stop working on the Interpreting Assignment until the outstanding payment is made or other terms agreed.
5.7 Any payment that is not made before the due date shall bear interest at the rate of 1.10 per cent (1.10%) above the base rate of Barclays Bank from time to time, calculated on a daily basis from the date when such payment fell due until the date of payment.
5.8 This action shall be without prejudice to any sums due and without any liability whatsoever to the Client or any Third Party.
6. Intellectual Property Rights
6.1 The Interpreting shall not be recorded unless stipulated in the GPS Confirmation Sheet.
6.2 In the absence of a specific written contract to the contrary and to the extent that it is possible in law, Intellectual Property Rights in any Recordings or part thereof will remain the property of the Client.
6.3 Where the Interpreter retains any Intellectual Property Rights in the Recordings, unless otherwise agreed in writing, every Recording shall carry the following statement: “© [English] Interpreting by [Interpreter’s name] [year]” as appropriate to the particular case.
6.4 It shall be the duty of the Client to notify the Interpreter that a Recording will be made of the Interpreting.
6.5 If an Interpreting or Recording is in any way amended or altered without the written permission of the Interpreter, she shall not be in any way liable for amendments made or their consequences.
6.6 Where the Interpreter retains any Intellectual Property Rights in any Recordings, or if any Recordings are to be used for legal purposes, no amendment or alteration may be made to the Recordings without the Interpreter’s written permission. The right of integrity may be specifically waived in advance by the Interpreter in writing.
7.1 No Interpreting Assignment shall be deemed to be confidential unless this is expressly stated in writing by the Client.
7.2 Any agreement between the Parties which imposes confidentiality obligations upon the Interpreter shall not apply to information where the Interpreter is able to prove:
7.2.1 that it was already in his or her possession at the date it was received or obtained in connection with this Agreement; or
7.2.2 that it was obtained from some other person who is not in breach of any confidentiality undertakings; or
7.2.3 that it has been independently developed by or for the receiving party; or
7.2.4 that it came into the public domain or is common knowledge otherwise than through the default or negligence of the receiving party; or
7.2.5. that the receiving party is required to disclose it pursuant to any applicable laws or the order of any competent court or other regulatory authority.
7.3 The Parties agree in writing that a Third Party or third parties may be consulted over specific terminology queries in relation to the Interpreting Assignment.
8. Cancellation and Frustration
8.1 If an Interpreting Assignment 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 provide as much notice to the Interpreter as is reasonable in the circumstances and, except in the circumstances described in clause 8.3, pay the Interpreter the Cancellation Fee as stated on the GPS Confirmation Sheet.
8.2 If a Client goes into liquidation or has a receiver appointed or becomes insolvent, bankrupt or enters into any arrangement with creditors, the Interpreter shall have the right to terminate this Agreement.
8.3 Neither the Interpreter 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.
8.4 The Interpreter shall notify the Client as soon as is reasonably practical of any circumstances likely to prejudice the Interpreter’s ability to comply with the requirements of the Client’s Interpreting Assignment including those listed in the Written Instructions, and assist the Client as far as reasonably practical to identify an alternative solution.
9. Complaints and Disputes
9.1 Subject to clauses 9.2 and 9.3, if the Client becomes aware that the Interpreting does not meet the standards required by clauses 11.1 to 11.4 or any additional standards and requirements as contained within theGPS Confirmation Sheet and Written Instructions, the Client may:
9.1.1 reduce, with the Interpreter’s consent, the fee payable for work done by a sum equal to the reasonable cost necessary to remedy the deficiencies; and/or
9.1.2 cancel any further instalments of work being undertaken by the Interpreter. Such entitlement shall only apply after the Interpreter has been given one opportunity to bring the work up to the required standard.
9.2 The entitlement referred to in clause 9.1 shall not apply unless the Interpreter has been notified in writing of all alleged defects.
9.3 Any complaint in connection with an Interpreting Assignment shall be notified to the Interpreter by the Client (or vice versa) as soon as possible and in any event within one month of the date of delivery of the Interpreting. If the Parties are unable to resolve the complaint, the matter may be referred by either Party to the UK Chartered Institute of Arbitrators. Such referral shall be made no later than two months from the date on which the original complaint was made.
9.4 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 exclusive jurisdiction of the Courts of England and Wales. In any event this Agreement shall be construed in accordance with English law.
10. Delayed Return
10.1 Should the Interpreter’s return home or to his or her usual place of work after the end of an Interpreting Assignment be delayed for reasons outside the control of the Interpreter, the Client should take all reasonable steps to facilitate the Interpreter’s return as quickly as possible and cover any expenses related thereto.
11. Responsibility and Liability
11.1 The Interpreting Assignment shall be carried out by the Interpreter using reasonable skill and care and in accordance with the provisions and spirit of the Code of Professional Conduct of the Institute of Translation & Interpreting. See www.iti.org.uk
11.2 The Interpreter shall use her reasonable endeavours to do the work to the best of her ability, knowledge and belief, and consulting such authorities as are reasonably available to her at the time, to the extent that time and expense permit.
11.3 Subject to clause 11.4, Interpreting shall be fit for its stated purpose and target audience, and the level of quality as specified within the GPS Confirmation Sheet and Written Instructions.
11.4 Unless specified otherwise in the Written Instructions, Interpreting shall be deemed to be of “for information” quality only. This sub-clause shall not apply where the Interpreting Assignment involves interpreting in Court or for other legal purposes, where such Interpreting may be used as evidence.
11.5 Nothing in this Agreement shall be construed as seeking to restrict a Party’s liability for personal injury or death arising from its own negligence.
11. 6 Subject to clause 11.5, the liability of the Interpreter under or in respect of this Agreement, whether in tort, contract or otherwise, shall be limited to the cost of the Interpreting Assignment being undertaken when the liability arises.
11.7 Neither Party shall be liable to the other in respect of any consequential or indirect loss whatsoever.
11.8 The Client shall provide the Interpreter with a disclaimer applicable under UK law that exempts the Interpreter working from her own premises in extremis where no other options are available due to legal or official restrictions from the following:
11.8.1 Liability from:
a) interruption of service;
b) pixelation, freezing or loss of visual input;
c) partial or complete loss of audio, audible artefacts;
d) unauthorised access to personal or confidential data;
e) leaking of information due to inadequate soundproofing or
f) data loss.
11.8.2 Loss of service:
The Interpreter is to notify the contracting party to any audiovisual or other deficiencies that impede the quality of service including but not limited to:
a) pixelation, freezing or loss of visual input or
b) partial or complete loss of audio, audible interference.
The Interpreter can only interpret what is heard and therefore must indicate “Inaudible” where is the case. Simultaneous interpreting may have to be suspended if the audio and / or video quality of the technical system used for the delivery of interpreting services is deemed to be insufficient.
12. 1 The Client warrants that it has procured suitable public liability insurance up to an indemnity limit of at least £1,000,000 for each location at which the Interpreting Assignment will be carried out, and that the Interpreter is insured against any injuries and losses suffered in connection with the Interpreting Assignment.
12.2 The Client shall provide the Interpreter with a summary of the material elements of this insurance policy upon request.
13. Unfair Competition
13.1 Where in the course of business the Client is an intermediary and introduces the Interpreter to a Third Party work-provider, the Interpreter shall not knowingly, for a period of 6 months from completion of the last Interpreting Assignment arising from the introduction, approach said Third Party for the purpose of soliciting work, nor work for the Third Party in any capacity involving Interpreting, without the Client’s written consent.
13.2 The restrictions in clause 13.1 shall not apply where:
13.2 1 the Third-Party work-provider has had previous dealings with the Interpreter; or
13.2.2 the Interpreter acts on the basis of information in the public domain; or
13.2.3 the approach from the Third Party is independent of the relationship with the intermediary; or
13.2.4 the approach to the Third Party arises as the result of broad-band advertising; or
13.2.5 the Third Party is seeking suppliers on the open market; or
13.2.6 the Interpreter works with another intermediary who has a business relationship with the same Third-Party work-provider and the Third-Party work-provider comes to the Interpreter through this other intermediary.
14. Applicability and Integrity
14.1 This Agreement shall come into effect either (1) when the Interpreter provides confirmation of the booking in writing following receipt of the signed Agreement from the Client; or (2) when the Interpreter provides any services under the Agreement following receipt of the signed Agreement from the Client; whichever is the earlier.
14.2 This Agreement should be read in conjunction with the Code of Professional Conduct of the Institute of Translation & Interpreting, of which the Interpreter is a member. See www.iti.org.uk.
14.3 This Agreement may be subject to any detailed requirements or variants expressly specified in the order relating to a particular Interpreting Assignment.
14.4 No waiver of any breach of any condition in this Agreement shall be considered as a waiver of any subsequent breach of the same or any other provision.