CONTRACT OF TRANSLATOR SERVICE The original English language version of these Terms and Conditions is the legally-binding version. The translated version is for information only. 此合同条款和条件的英文原文版为具法律效应版本。翻译版本仅供参CONTRACT OF TRANSLATOR SERVICE
The original English language version of these Terms and Conditions is the legally-binding version. The translated version is for information only.
1.1In these Conditions:在这些条件下：
’Company’means Eclipse Translations Limited whose registered office is at European Translation Centre Lionheart Enterprise Park Alnwick Northumberland NE66 2HT (Company Number: 03290358)
“公司” 指Eclipse翻译有限公司，公司注册地址：诺森伯兰郡Alnwick，Lionheart企业园，欧洲翻译中心, 邮编:NE66 2HT（European Translation Centre, Lionheart Enterprise Park, Alnwick, Northumberland NE66 2HT）（公司编号：03290358）
‘charges’means the charge for the Services“收费” 指提供服务的收费
‘conditions’means the standard conditions of purchase set out in this document and (unless the context otherwise requires) includes any special conditions agreed in Writing between the Company and the Translator
‘contract’means the agreement constituted by the acceptance of these Conditions by the Translator
Delivery Address’means that address stated on the Order
Order’means the Company’s purchase order to which these Conditions are annexed
‘Translator’means the person or company so described in the Order
‘Services’ means the services (if any) described in the Order
’Specification’includes any plans, drawings, data, description or other information relating to the Services
“说明” 包括任何规划、设计图、绘图、资料、描述或其它与服务有关的 资讯
‘terms’ means the standard terms of purchase set out in this document and (unless the context otherwise requires) includes any special terms agreed in Writing between the Company and Translator
‘work”means a translation produced by the Translator in the course of performing the Services
‘writing’includes telex, facsimile transmission and comparable means of communication.
1.2The headings in these conditions are for convenience only and shall not affect their interpretation
1.3Unless the context otherwise requires words importing one gender include all other genders and words incorporating the single include the plural and vice versa
2.Basis of purchase of the Services 购买服务的总则
2.1The Order constitutes an offer by the Company to purchase the Services subject to these Conditions. Unless otherwise specifically agreed in Writing, any offer and/or acceptance of an Order by the Translator shall be deemed to constitute an acceptance of and agreement to comply with these Conditions.
2.2 No variation to the Order or these Conditions shall be binding unless agreed in Writing by the authorised representative of the Company
2.3 If the Company shall so require, the Translator shall enter into a separate agreement for services in the Company’s standard form.
3.1 The quality and description of the Services shall subject as provided in these Conditions, be as specified in the Order and/or in any applicable Specification supplied by the Company to the Translator or agreed in Writing by the Company.
3.2 Any Specification supplied by the Company to the Translator, or specifically produced by the Translator for the Company, in connection with the Contract, together with the copyright, design rights or any other intellectual property rights in the Specification, shall be the exclusive property of the Company. The Translator shall not disclose to any third party or use any such Specification except to the extent that it is or becomes public knowledge through no fault of the Translator, or as required for the purpose of the Contract.
3.3 The Translator shall comply with all applicable regulations or other legal or contractual requirements concerning the performance and supply of the Services.
3.4 All Equipment provided by the Company shall be and remain the Company’s property and must be returned to the Company in good condition upon request or completion of the Order, whichever is earlier. The Equipment shall not be copied or used for any purpose other than completion of the Order. The Translator shall correctly maintain and store such equipment and shall be liable for any loss or damage to it while in the possession or under the control of the Translator.
4.Charges for the Services服务收费
4.1The Charges for the Services shall be as stated in the Order and, unless otherwise so stated, shall be exclusive of any applicable value added tax (which shall be payable by the Company subject to receipt of a VAT invoice);
4.2 No increase in the Charges may be made (whether on account of increased material, labour or transport costs, fluctuation in rates of exchange or otherwise) without the prior consent of the Company in Writing.
5.Terms of payment 报酬条款
5.1The Translator shall be entitled to invoice the Company on or at any time after delivery of the Services and each invoice shall quote the number of the Order.
5.2 Unless otherwise stated in the Order, the Company shall pay the Charges for the Services within 30 days after the end of the month of receipt by the Company of a proper invoice or, if later, after acceptance of the Services in question by the Company. Time of payment shall not be of the essence of the Order.
5.3 The Company shall be entitled to set off against the Charges any sums owed to the Company by the Translator
6 .Supply and Delivery 提供和交付
6.1 The Services shall be supplied and delivered to the Delivery Address on the date or within the period stated in the Order, in either case during, the Company’s usual business hours. Delivery shall be deemed to be made on receipt of the Services by the Company in accordance with the terms of the Contract.
6.2 Where the date of performance and supply of the Services is to be specified after the placing of the Order, the Translator shall give the Company reasonable notice of the specified date.
6.3 The performance and supply of the Services and time of delivery thereof to the Company is of the essence of the Contract.
6.4 If the Services are to be performed by instalments, the Contract will be treated as a single contract and not severable.
6.5The Company shall be entitled to reject any Services supplied which are not in accordance with the Contract.
6.6If the Services are not performed on the due date then, without prejudice to any other remedy, the Company shall be entitled to deduct from the Charges or (if the Company has paid the Charges) to claim from the Translator by way of liquidated damages for delay 25 per cent of the Charges for every week’s delay up to a maximum of 100 per cent.
7. Title and Ownership所有权
7.1The Translator (i) hereby assigns to the Company all right, title and interest in any Work (whether now existing or brought into being in the future) which is or may become a copyright work anywhere in the world and (ii) holds on trust for the Company all other Works and shall in either case at the request of the Company do all things necessary to vest all right, title and interest in any Work in the Company or its nominee absolutely as legal and beneficial owner and to secure patent or other appropriate forms of protection thereof
.翻译者( i )把所有译文的一切权利、所有权和权益（无论是现存的或将来的）转让给公司，这些权利、所有权和权益在世界上任何地方已为或可能会成为版权作品。(ii)持有为公司翻译的译文，应按公司要求采取一切必要行动把任何译文的权利、所有权和权益授予公司或其指定者，使之成为完全合法和受益的拥有人，以确保其专利权或其它适当的保护形式。
7.2The Translator shall not disclose or make use of any Work without the Company’s prior consent in writing.
7.3The Translator hereby irrevocably waives any rights the Translator may have under Chapter IV (moral rights) of Part I of the Copyright, Designs and Patents Act 1988 and any foreign corresponding rights in respect of all Works.
对于所有的译文，翻译者根据《1 9 8 8年版权、设计和专利法案》第1部分第I V章（道德权利）放弃其可能拥有的所有权利，以及国外与译文相关的任何权利。
7.4Rights and obligations under these Conditions shall continue in force after the termination of the Contract in respect of Works made during the Translator’s engagement under the Contract and shall be binding upon the personal representative of the Translator.
8.Warranties and liability保证和义务
8.1 The Translator warrants to the Company that it is fully experienced, qualified, equipped, organised and financed to perform its obligations under the Contract, and warrants to the Company that the Services will be performed by appropriately qualified and trained personnel, with due care and diligence and to such high standard of quality as it is reasonable for the Company to expect in all the circumstances.
8.2 Without prejudice to any other remedy, if Services are not supplied or performed in accordance with the Contract, then the Company shall be entitled:
8.3 to require the Translator to re-perform the Services in accordance with the Contract within 7 days; or at the Company’s sole option, and whether or not the Company has previously required the Translator to re-perform the Services, to treat the Contract as discharged by the Translator’s breach and require the repayment of any part of the Charges which have been paid.
8.4 The Translator shall indemnify the Company in full against all liabilities, loss (whether direct or indirect and including loss of profits), damages, costs and expenses (including legal expenses) awarded against or incurred or paid by the Company as a result of or in connection with:
8.5 breach of any warranty given by the Translator in relation to the Services;
any claim that the Works infringe, or their use or resale, infringes the patent, copyright, design right, trade mark or other intellectual property rights of any other person,
any act of omission of the Translator or its employees, agents or sub-contractors in supplying and delivering the Works and in performing the Services
8.6The Translator shall maintain insurance cover against its liabilities under the Contract and shall produce the policy and latest premium receipt to the Company on demand.
9.1The Company shall be entitled to cancel the Order in respect of all or part only of the Services by notice to the Translator at any time prior to delivery or performance without incurring any liability to the Translator other than to pay for the Services already delivered or performed at the time of such notice.
9.2 The Company shall be entitled to terminate the Contract without liability to the Translator and reserving all rights of the Company by giving notice to the Translator at any time if the Translator:如果翻译者有下列情形之一，公司应有权随时通知翻译者终止合同，对翻译者不负法律责任，并保留公司的所有权利：
9.3 If guilty of any breach or non-observance of any of the terms and conditions contained in these Conditions; or becomes bankrupt or makes any composition with his creditors; or is incompetent and/or neglects or omits to perform any of his duties or obligations under these Conditions
10. Confidentiality 保密性
All information of whatever nature supplied to the Translator by the Company at any time in connection with the Contract shall be regarded as confidential, and shall not without the prior consent in Writing of the Company be published or disclosed to any third party or used by the Translator except for the purpose of implementing the Order, and the Translator shall not, without such consent, advertise or announce the Services to the Company. This obligation shall remain in force notwithstanding completion, cancellation or termination of the Contract.
11.1 The Order is personal to the Translator and the Translator shall not assign or purport to assign or transfer to any other person any of its rights or sub-contract any of its obligations under the Contract.
11.2 Any notice required or permitted to be given by either party to the other under these Conditions shall be in Writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice
11.3 No waiver by the Company of any breach of the Contract by the Translator shall be considered as a waiver of any subsequent breach of the same or any other provision.
11.4 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.
11.5 The Contract shall be governed by the laws of England, and the parties submit to the exclusive jurisdiction of the English Courts.