Industry Ethics: Model Contract

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Introduction • Questions for Service Providers • Questions for Clients • Model Contract
 

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Model GILT Services Contract

Between

__________ represented by __________ (hereinafter called Client)

and

__________ represented by __________ (hereinafter called Localizer)

1. Definitions

1.1. “Localizer” refers to the individual or business providing localization services.

1.2. “Client” refers to the individual or business stipulating this contract.

1.3. “Original Material” refers to the documents and other material supplied to the Localizer for services of translation, localization, or for consultancy on globalization according to these Conditions.

1.4. “Final Material” refers to the final localized version of the Original Material.

2. Tarifs

2.1. The service stipulated will be carried out by the Localizer and billed according to the terms and tariffs given in the estimate.

2.2. All the offers and all the estimates given, in whatever form, are to be considered binding for the Localizer or the Client unless explicitly stated otherwise. They will have a maximum validity of thirty (30) days. The Localizer reserves the right to modify the prices and tariffs and/or the estimated delivery date which may have been indicated on previous estimates, at the time of receipt and evaluation of the complete Original Material to be localized.The Localizer will inform the Client of any additional costs or changes to the delivery date before beginning the localization.

3. Quality of the service and Original Material

3.1. The Localizer will carry out the service based on established quality standards, translating special terms according to their conventional meaning, based on glossaries previously approved by the Client.

3.2 The Localizer will not be responsible for any delays in delivery which are due to the Original Material being made available late, incorrectly or not at all.

4. Modifications or additions to the Original Material

4.1 All modifications or additions to the Original Material must be presented to the Localizer with clear indications of the changes made and their positions with respect to the copy previously presented.

4.2 The evaluation of the cost and time required to carry out the changes or additions to the Original Material for the localizations which have already been initiated, will be calculated based on the quantity and nature of the variations and the percentage of work which has already been completed.

4.3. The Localizer will supply the Client with an estimate of the additional time and cost before beginning the modifications or additions.

5. Corrections

5.1 The Localizer will correct the following errors free of charge: incorrect translation, omission, spelling errors, grammatical errors, failure to follow any approved glossaries.

5.2 The Client recognizes that the Localizer will not bear any responsibility or obligation for possible errors of translation, unless such errors are indicated in writing within thirty (30) days of the delivery of the Final Material to the Client.

5.3 The Localizer‘s sole obligation with respect to any errors indicated within this time period will be that of correcting the Final Material free of charge.

6. Limits of responsibility

6.1 The Localizer assumes responsibility for any damages, direct or indirect, or claims made against the Client by third parties, resulting from the services carried out by the Localizer, regardless of the object or manner of the action, and that the damages be of a contractual or non-contractual nature, and or their predictability by the Localizer, independently of what is set out in the proposals and associated documents.

6.2 The Localizer will be responsible for the return, loss or any possible damage to the Original Material.

7. Declarations and warranties

7.1 The Localizer declares and guarantees that the service will be rendered following standard in house quality procedures, using all the technology, instruments and qualified personnel available, such that the result satisfies the quality standards proposed and normally applied by the Localizer.

7.2. The Client declares and guarantees a) that the Original Material is owned by him and is free for his use and b) that the localization of the Original Material and the publication, distribution, sale or other use of the Final Material does not violate any author‘s rights, trademarks, patent or other third party rights.

8. Limits of guarantee

8.1. The Localizer‘s guarantees as above replace any other guarantees, express or implied, of the Final Material’s saleability or its suitability for a particular purpose.

8.2. The Localizer does not guarantee that the use of the Final Material or of material contained within it does not violate any trade secrets, author‘s rights, trademarks, patents or other third party rights.

9. Cancellation of the contract

9.1. Should the Client default, the Localizer will have the right to cancel the contract and the Client will be obliged to pay a sum calculated according to services completed at the time of the contract cancellation and all work in progress.

9.2. Should the Localizer default, the Client will have the right to cancel the contract and will be obliged to pay a sum calculated according to services completed at the time of the contract cancellation and all work in progress.

9.3. In the event of contract cancellation, the Localizer will be obliged to hand back to the Client all Original Material and data provided, together with all localized material existing on the date of cancellation. In addition the Localizer will hand over all glossaries and dictionaries made under the projects.

9.4. The Localizer will have the right to withhold the Original Material and the Final Material by way of a guarantee of payment by the Client of the entire sum owed.

9.5. Neither party will be held responsible for delays or non-fulfilment when these are due to events and/or causes of force majeure, non-attributable to either party.

10. Title and ownership

10.1. All rights relative to the Original and Final Materials, and any author‘s rights, patents, technology and commercial secrets are and remain solely and exclusively with the Client.

10.2. This notwithstanding, the Client recognises that the Localizer is the sole and exclusive owner of all rights regarding:

(a) inventions, methodology, innovations, data, technology, software and databases used in the localization of the Original Material and

(b) inventions, methodology, innovations, technology, software and databases developed by the Localizer during the localization of the Original Material, including all related rights, excepting translation memory databases and terminology databases, which are considered works for hire and the property of the Client

10.3. The Localizer reserves the right to withhold the Final Material as a guarantee of payment by the Client of the entire sum agreed upon.

11. Confidentiality

11.1. The nature of the work commissioned and all information given by the Client to the Localizer shall be subject to the utmost confidentiality.

11.2. The Localizer must not, without the prior written consent of the Client, publicly divulge or bring any such information to the attention of third parties, with the exception of authorised collaborators or subcontractors authorised by the Localizer whose operational or consultative roles require them to have access to this information.

11.3. The above guarantee does not apply in cases where the Localizer is required by law to communicate such information, or when such information is in or comes into the public domain independently from any divulgence on the part of the Localizer.

12. Indemnity

12.1. The Client shall indemnify the Localizer, his agents, managers, staff, employees, collaborators, representatives and assignees against any loss, damage, cost or expense, including legal costs, deriving from or connected with any claim or legal action concerning (a) the execution of this contract; (b) the Client‘s violation of contractual declarations and guarantees; (c) the production, publicity, promotion, sale or distribution of any material on behalf of the Client; (d) any duty, tax, tariff or similar charge laid down by law or by the production, publicity, promotion, use, importation, licensing or distribution of any material on behalf of the Client; (e) any claim for damages through the violation by the Final Material of any author‘s rights, trademarks, industrial patents or other rights.

13. Terms and methods of payment

13.1. Client and Localizer agree the following payment terms:

• 33.3% of the approved forecast as an up-front payment within 10 days after start of the project
• 33.3% after delivery of the final goldmaster
• 33.3% within 30 days after delivery of the final goldmaster

14. Place of jurisdiction

These General Conditions are governed by the laws of _________________, and the parties elect by mutual consent to submit to the jurisdiction of _______________.

Client	Localizer
_____________________________	_____________________________
Name	Name
_____________________________	_____________________________
Title	Title
_____________________________	_____________________________
Place and Date	Place and Date
_____________________________	_____________________________
Signature	Signature
_____________________________	_____________________________