Terms and Conditions
Last updated: 2019-03-26
These Terms and Conditions regulate the rights and obligations of Afterwords Translations, LLC (“Afterwords”, “we”, “us”, “our”) and Purchasers of Services (“you”, “your”), collectively known as “Parties”. These terms and conditions are an integral part of the Purchase Contract between us and you. Provisions stipulated in any Purchase Contract that are different from the terms and conditions set forth herein take precedent. These terms and conditions will change from time to time. You agree to the current version of these Terms and Conditions no matter the date. To opt-in to receive notification of updates to the Terms and Conditions, please contact us (firstname.lastname@example.org).
The Parties to this agreement acknowledge that the terms and conditions set forth below constitute full and adequate mutual considerations. Based on such mutual consideration, Parties agree as follows:
Services and Code of Ethics
Afterwords Translations, LLC is in the business of translation and localization services (“Services”) and agrees to comply with the Code of Ethics and Professional Practice of the American Translators Association (“ATA”) in the provisioning of those services. For the purpose of these terms and conditions, “translation and localization” are defined in conformance with the United Nations International Standard Industrial Classification of All Economic Activities (ISIC) as “specialized professional, scientific, and technical activities [that] require a high degree of training, and make specialized knowledge and skills available” to Purchasers.1 Translation and localization services are understood to include translations, localization of translations, and translation- and localization-related tasks, such as transcreation, editing, subtitling, desktop publishing, which require the skills of a translator and/or localizer.
The subject of the Purchase Contract between Afterwords and Purchasers is the delivery of services as set forth in a specification agreement that has been agreed to by both Parties. That specification agreement shall set forth in writing the parameters for processing the content for translation and localization. These parameters may include but are not limited to the function of the content for translation, whether overt or covert translation shall be used, the files for localization, whether content will undergo Purchaser review, the supporting reference materials, any special issues of confidentiality, liability, and/or copyright, the deliverables and delivery method, and the payment terms. Any fee(s) and delivery schedule(s) agreed to in advance by Afterwords and Purchasers become binding only after we have received and reviewed the finalized source material and made written updates to agreements to account for any updated or new project parameters (such as the start date, or the version of the content for translation).
Supplementary charges may also be agreed to in advance, such as those arising from: (a) inconsistent text, poorly legible copy, or complicated layout or presentation; and/or (b) certification; and/or (c) priority work or work outside of normal business hours.
If any changes/revisions are made to the source content or project specifications at any time while the job is in progress, our fees, charges, and terms of delivery may be adjusted by mutual agreement in writing. We reserve the right to stop work until updates to project specifications, including fee(s) and delivery schedule(s), have been mutually agreed to in writing. We reserve the right to demand payment for work completed at the time the changes/revisions to the source content or project specifications were received from you by us.
Any reference made in this Agreement to “in writing” includes email communication.
We require an advance payment of fifty percent of the total agreed upon charges for the work as set forth in the specification agreement, along with additional payments to be made at certain project milestones as agreed to by all Parties. In the event that a project is canceled while the job is in progress, we may elect to retain the advance payment of fifty percent of the total agreed upon charges, plus additional charges to cover work completed beyond the services covered by the advance payment. Should any payments not be made in conformance with the payment schedule agreed to by both Parties, we reserve the right to stop work until the outstanding payment is received and any delivery deadline(s) have been extended accordingly.
Notwithstanding any delays caused on the side of the Purchaser of translation and localization services, delivery shall be made in conformance with the specification agreement and other written agreements. The Purchase Contract shall be considered to be concluded once this delivery has been made. Any final payment installments shall be due fourteen (14) days from the date of final delivery.
The Purchaser of the translation and localization services retains the copyright to the target content produced as a result of the Purchase Contract. If the Purchaser makes any changes to the target content delivered without our knowledge, the Purchaser assumes all liability for the altered target content, and any mistakes that may have been inadvertently introduced within. The fee(s) and schedule(s) for any Purchaser reviews must be agreed to in advance by the Parties. If we are not alerted to any Purchaser review requirement within the specification agreement, we reserve the right to refuse to implement any stylistic revisions requested as a result of that review. If in your substantiated opinion, we have delivered substandard Services in relation to the specification agreement, you must inform us in writing within fourteen (14) days of receipt of our deliverables. You must give us reasonable time to corroborate any quality concerns and, if corroborated, reasonable time to bring the work up to the required standard. If this procedure is unsuccessful, a partial refund may be agreed to in writing by both Parties.
Ownership of Translation and Localization Deliverables
The Purchaser of the translation and localization services retains the copyright over the target deliverables as agreed to in the specification agreement upon full payment of the agreed to fee(s).
Purchaser understands that we may develop at our own cost the basic reference materials required to achieve consistency in a single translation and localization product or in multiple translation and localization products over time. If we undertake the cost of developing these reference materials we retain the right of copyright over any non-Purchaser-identifying information within. Purchaser retains the right over any trademarked terms.
All Parties agree to indemnify and hold harmless the other and such indemnified Party’s subsidiaries, directors, officers, agents, and employees from and against all claims, liabilities, and expenses, including reasonable attorneys’ fees, which may result from acts, omissions, or breach of this Agreement by the indemnifying Party, its subcontractors, employees, or agents. This provision shall survive the termination of this Agreement.
Notwithstanding anything to the contrary, except in case of willful misconduct or gross negligence, our entire liability to Purchaser for damages or other amounts arising out of or in connection with the Services provided by us hereunder shall not exceed the total amount of payments made by the Purchaser to us under this Agreement.
Information is deemed Confidential Information if, given the nature of Company’s business, a reasonable person would consider such information confidential. All Parties agree to: (a) exercise the same degree of care the parties’ accord to their own most sensitive Confidential Information, but in no case less than reasonable care, and (b) to use Confidential Information which Parties’ provide to them only under the performance of Services for Parties’ and not for Parties’ own benefit.
You acknowledge the we may perform Services for other customers, persons, or companies during the term of this Agreement as we see fit, subject to the terms of this Agreement.
For the duration of this Agreement and for a period of one (1) year immediately following its termination, we will not: (a) induce, solicit, or recruit, or attempt to induce, solicit, or recruit, any of your employees to leave their employment or otherwise terminate their relationship with you, or (b) solicit work from parties known by us to have commissioned work from you.
In the event a dispute arises between the Parties which they are unable to resolve among themselves, the Parties agree to participate in mediation in accordance with the mediation procedures of the American Arbitration Association. Judgment on the arbitrator’s award may be entered by any court of competent jurisdiction.
If any provision of this Agreement is held to be invalid or illegal, such invalidity or illegality does not invalidate the remainder of the Agreement. Instead, this Agreement is then construed as if it did not contain the illegal or invalid part, and the rights and obligations of the Parties are construed and enforced accordingly.
This Agreement contains the complete Agreement of the Parties and supersedes any and all other agreements between the Parties.
© Afterwords Translations, LLC as adapted from the ATA (American Translators Association) Translation Services Agreement
1 Quoted in Arturo, Paula, “Unraveling Translation Service Contracts,” The ATA Chronicle