Terms and conditions of business
McFelder Traducción y Marketing S.L.
Carrer del Canat, 76
VAT Registered – ESB17821679
1.1 These terms and conditions of business, define the basis on which McFelder Traducción y Marketing S.L., trading as McFelder Translations, of Carrer del Canat, 76, 17820 Banyoles, Girona, Spain undertakes business in respect to obligations of the contract price and performance of the contract.
They limit the authority of employees or agents of the Company in the representations they may make.
It is a function of these terms and conditions of business that the Client agrees that these terms apply to any contract that is established between the Seller and the Client, other than where this is expressly agreed by a duly authorised director of both the Seller and the Client.
2.1 Seller means McFelder Traducción y Marketing S.L., trading as McFelder Translations.
2.2 Client means any individual, third party, Company, firm, public authority, or other party to whom the Seller provides a service.
2.3 Contract. A contract is established when the Client provides the Seller with a written instruction to proceed for the provision of a service, and the Seller has acknowledged receipt of this instruction and confirms the intention of the Seller to provide this service, on a mutually agreed basis.
2.4 Order acknowledgement. This is provided by the Seller to confirm the price for the supply of a specific service and confirms the best estimate of time required to complete the agreed work. The order acknowledgement confirms that these terms and conditions of business will apply to the contract, other than when specifically agreed by a duly authorised director of the Company.
2.5 Company means the Seller, and Seller means the Company.
2.6 Services means language translations, interpreting, marketing services, desktop publishing, or any other service, where the Client places an order with the Company and a contract is established for the supply of these services.
2.7 Writing means any written communication between the Seller and the Client, and includes postal delivery, facsimile transmission, email, and other forms of electronic communication using the Internet.
2.8 Document means, in addition to written documentation, any other format, such as drawings, plans, graphs, presentations, or electronic documentation, such as web sites provided to or by the Seller or the Client during the course of the contract.
2.9 Source material means any document or material provided by the Client to the Seller, where the Seller is contracted to provide a service.
2.10 For the purposes of this contract, plural shall mean singular, and singular shall mean plural where appropriate.
3. Copyright in source material
3.1 The Company accepts an order from the Client on the understanding that performance of the translation task will not infringe any third party rights.
3.2 The Company will not be liable for any claim for infringement of copyright and/or intellectual property in all cases.
3.3 The Company will not be liable for any legal action including defamation, which may arise as a result of the content of the original source material or its translation.
4. Quotations and estimates
4.1 An estimate or indication of cost is not binding on the Seller.
4.2 A formal binding quotation to provide a service is only provided on receipt of all appropriate source material and clear instruction from the Client on the scope of the service required.
4.3 Unless otherwise stated, a quotation will be valid from submission for a period of thirty (30) days. Thereafter the offer to supply is withdrawn.
4.4 Estimated time of delivery given with any quotation is a best estimate only given at that moment in time. The time of delivery is reviewed and advised at the time of contract award.
5. Acceptance of order
5.1 The Seller does not accept the Client’s order as a contractual obligation to proceed, other than where this order fully agrees with the detail of the Seller’s quotation and accepts that the Seller’s terms and conditions of business as detailed here apply.
6. Variation to order
6.1 When the Client needs to revise the detail of the service provided by the Seller, he shall immediately advise the Seller of any changes required. The Seller will then review the impact of the requested changes and advise the Client if these changes can be incorporated and of any impact on cost and delivery. Subject to written agreement by both parties to the contract to change the scope of supply on agreed terms, the Seller will proceed to complete the contract.
7. Cancellation and Force Majeure
7.1 It is accepted that from time to time, the Client may have a need to cancel the order with the supplier. In this case, the Client will notify the Seller at the earliest possible date, the Seller will calculate costs to the time of cancellation, and the Client will pay the Seller in full, for work done up to the point of cancellation.
7.2 Where the Client is declared bankrupt, enters administration, or goes into liquidation, the Seller reserves the right to cancel the order with immediate effect and to seek payment for work done by all means possible and as available by the applicable law.
7.3 In the event of force majeure, which includes strikes, fire, industrial dispute, civil disturbance, natural disaster, acts of war, or other situations where the Seller is materially affected by forces out with the control of the Seller, the Seller shall immediately advise the Client, and the contract shall be suspended. The Seller and Client will review alternative means to conclude the contract, and where this is possible they will agree revised terms of the contract in writing in order to proceed. Where it is not possible to conclude the contract and provide the service as originally agreed, the contract will be cancelled, the Seller will provide the Client with work completed to the time at which force majeure applied, and the Client will make full payment for work completed to that point.
8. Prices and payment
8.1 Prices given by the Seller for services provided, or for any variation order, exclude VAT or any other local taxes or any applicable delivery charges. It is the responsibility of the Client to make payment in full to the Seller, in the currency of the quotation and contract, including any applicable taxes or delivery costs.
8.2 Payment will be due to the Seller thirty (30) days from the date of invoice or as otherwise mutually agreed upon in writing. The invoice is sent to the Client via email, or other electronic Internet-based transmission.
8.3 For larger contracts, the Seller may request, and the Client agree as part of this contract, that the services will be provided in defined stages, which will be clearly defined as part of the contract to supply. When this is agreed, the Client will make payment for the work completed in each stage of the contract against delivery of the agreed work parcel, within the terms mutually agreed upon in writing. When stage payment due to the Seller has not been made by the Client at the agreed time, the Seller has the right to suspend the contract until payment is received and will not be responsible for any delay in completion of the completed contracted service.
8.4 The Seller reserves the right to charge interest against late payment at a rate of five percentage points (5%) above the base rate of the European Central Bank. Interest will be calculated daily from the due date of payment.
8.5 Payment is of the essence in this contract.
9. Translation Services, review, revisions & corrections
9.1 The Seller will provide as true and fair a translation of any source material as is possible. Translation is not a precise science, and depends on the skill of the translator who will attempt to offer the most exact translation possible from the source material provided. The translator will be a native speaker of the language of destination, but it is accepted that the end reader of the translation may consider alternative phrasing to be more appropriate. Where the Client advises the Seller of a request to re phrase a section of a translation within ten (10) days of delivery, the Seller will where possible and where we agree that the alternative requested is a suitably alternative and correct translation, the Seller will incorporate the revision into the translated text.
9.2 The Seller will not consider any alternative translation requested by the Client when the alternative suggested is considered to be not suitable for purpose, is purely stylistic in nature, or where it deviates from the meaning of the source material.
9.3 If the Seller and Client are unable to agree on the validity or standard of a translation, they will appoint an independent expert, acceptable to both parties. The expert will review the source material and the finished translation; will then liaise with both the Seller and the Client, and will issue a final opinion on action to be taken. Both parties will then accept this action as a resolution, and implement the recommendations. Costs will be allocated to both the Seller and the Client as stipulated by the expert.
9.4 The Company shall correct the following errors free of charge: Outright mistranslation, omission, typing errors, grammatical mistake or non-adherence to any approved glossary or reference.
9.5 The Seller will not consider any request for revision or correction received later than ten (10) days from delivery.
10. Non-Disclosure Agreement
10.1 The Company will 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 of these documents.
10.2 Nevertheless a third party may be consulted over specific translation terminology queries provided that there is no disclosure of confidential material.
10.3 When so requested by the Client, the Company will supply a non-disclosure agreement as part of this contract.
11. Responsibilities and Liability
11.1 The translation task will be carried out by the Company using all reasonable skill and care and in accordance with the provisions of EN 15038.
11.2 Translations performed by the Company will be always fit for its stated purpose and target readership and the level of quality specified.
11.3 Where the Company translates any legal or other documents of a technical nature and content, the Client fully understands that the Company is not an expert in such matters and that no reliance whatsoever can be placed on the translation being completely accurate. It is the Client’s sole responsibility to take legal advice in the relevant jurisdiction before placing any reliance on the translated document. The Company shall not be liable for any such reliance, nor any other loss that the Client may incur.
11.4 The Client expressly agrees the use of the Services is at the Client’s sole risk. The Company, its agents, contractors, licensees and employees do not guarantee that the Services will be uninterrupted or free from error.
11.5 The Seller will not be liable for any indirect or consequential costs, including loss of profit, loss of opportunity, expenses, damages, or similar, incurred by the Client or any third party.
11.6 Other than in the case of death or personal injury caused by the actions of the Seller, the Seller’s total liability for any negligence of the Company, its employees or agents, is limited to the value of the price paid by the Client for services provided under the contract.
11.7 The Client will indemnify the Seller in perpetuity, against all claims or proceedings, costs or expenses for which the Company may become liable, in respect of the services provided by the Seller for the Client.
12.1 These terms and conditions of business will be interpreted in accordance with the law of Spain, and the parties will submit to the jurisdiction of the Spanish courts.