MASTER SERVICE AGREEMENT

CLIENT TERMS AND CONDITIONS

Romany Interpreting & Translations Ltd. (Company No: NI697290)

1. Definitions & Framework Scope

·       "Company": Refers to Romany Interpreting & Translations Ltd.

·       "Client": Refers to the individual, firm, or corporate entity commissioning services.

·       "Services": Includes professional translation, post-editing, transcription, proofreading, face-to-face interpreting, remote interpreting (VRI/RSI), and associated linguistic tasks.

·       "Deliverables": The final translated texts, transcribed media, or completed interpreting assignments provided by the Company.

·       "Business Day": Monday to Friday, excluding public holidays in Northern Ireland or relevant parts of the UK, between 09:00 and 17:00 GMT/BST.

·       Framework Agreement: These Terms and Conditions govern all quotations, purchase orders, invoices, and service agreements between the Company and the Client.

2. Service Scope & Modifications

·       Scope: The Company provides services as explicitly defined in an approved written quote, Purchase Order (PO), or assignment confirmation.

·       Scope Modifications: Any adjustments to source text, audio/video length, delivery dates, or technical specifications requested after work has commenced will require a revised quotation and adjusted delivery timeline.

3. Client Obligations & Source Materials

·       Material Quality: Source text, audio, or video provided by the Client must be legible, audible, accurate, and delivered on schedule.

·       Reference Materials: The Client agrees to supply available glossaries, style guides, acronym lists, or contextual background materials prior to project kick-off.

·       Client Delays: Delays by the Client in delivering source materials or clarifying technical queries will automatically extend project delivery deadlines accordingly.

4. Rates, Invoicing & Payment Terms

·       Quotations: Written quotes remain valid for 30 calendar days from issuance unless otherwise stated.

·       Payment Terms: Standard credit terms are 30 calendar days from the invoice date. The Company reserves the right to require upfront payment, an advance deposit, or interim stage payments for new clients, high-value assignments, or foreign entities.

·       Minimum Booking Duration: Upon mutual confirmation, interpreting bookings are subject to the total duration reserved. No partial refunds or discounts apply if an assignment concludes prior to the scheduled end time.

·       Late Payments & Statutory Rights: Overdue balances incur interest and recovery costs under the Late Payment of Commercial Debts (Interest) Act 1998 at 8% above the Bank of England base rate, alongside statutory recovery fees (£40–£100 per overdue invoice) and reasonable legal recovery costs.

5. Travel, Subsistence & Expenses

·       Pre-Approval & Scope: The Client agrees to reimburse reasonable travel, subsistence, and accommodation expenses incurred by assigned linguists. Estimated expenses will be detailed in the initial quotation. Unforeseen expenses exceeding £50 per assignment require prior written approval from the Client.

·       Travel Time Charges: Travel time for on-site assignments outside a 10-mile radius of the linguist’s standard operating location will be billed at 20% of the agreed hourly interpreting rate, unless a flat fee is agreed in writing.

·       Standard Travel Rates:

o   Rail & Air: Standard class rail; economy air travel (where distance/timeline necessitates).

o   Mileage: Private vehicle mileage billed at 55p per mile (or prevailing HMRC standard rate).

o   Subsistence & Accommodation: For overnight assignments or single-day assignments exceeding 8 hours, reasonable hotel accommodation and daily subsistence allowances (£25–£45 per day) apply.

·       Non-Refundable Expenses: In the event of project cancellation or postponement by the Client, all pre-booked, non-refundable travel or accommodation expenses incurred prior to receipt written cancellation notice remain payable in full, regardless of the notice period provided.

·       Invoicing: Travel expenses will be itemised and added to the final assignment invoice. Receipts or proof of purchase will be provided upon the Client's written request.

6. Interpreting Services & Cancellations

·       Interpreting Cancellation Schedule: If a confirmed on-site or remote booking is cancelled or postponed by the Client, the following charges apply:

o   More than 2 Business Days (48+ hours): No charge (except non-refundable pre-approved travel expenses incurred).

o   2 Business Days (within 48 hours): 50% of total agreed assignment fee plus incurred travel expenses.

o   Fewer than 2 Business Days (under 48 hours / No-Show / Early Adjournment): 100% of total agreed fee plus all incurred travel expenses.

·       Technical Setup & Remote Interpreting (RI): For RI or virtual sessions, the Client is responsible for platform licensing, internet stability, and sound quality. Sessions cancelled or aborted due to Client technical failures or no-shows are chargeable at 100% of agreed rate.

·       Working Hours & Overruns: Interpreters require a 15-minute break for every 45–60 minutes of continuous delivery. Overruns beyond the booked window will be billed in 1-hour increments at agreed overtime rates.

7. Translation & Transcription Cancellations

For written translation, post-editing, or transcription projects cancelled by the Client prior to final delivery date:

·       Notice Requirement: The Client must provide immediate written notice to halt work on written translation, post-editing, or transcription projects.

·       Cancellation Fee: The Client will be invoiced for all actual word counts completed or hours expended up to the exact point written cancellation is received, plus an administrative fee equal to 20% of the remaining uncompleted project value. Completed draft work will be released upon settlement.

8. Specialised Legal, Court & Medical Assignments

·       Advance Context: Reference materials (case summaries, pleadings, medical reports, terminology) must be provided at least 3 Business Days prior to legal, court, or medical assignments. The Company accepts no liability for discrepancies resulting from a lack of context.

·       Verbatim & Impartial Standard: Interpreters act as neutral communication facilitators under professional standards (e.g., DPSI/NRPSI guidelines). They render statements accurately without altering, omitting, summarising and without offering medical/clinical and legal or any other advice in their personal or professional capacities.  

·       Medical/Clinical & Legal Autonomy: Healthcare practitioners and legal professionals retain full responsibility for client/patient outcomes, diagnoses, advice, and obtaining informed consent.

·       Recording Restrictions: Audio/video recording of interpreting sessions is prohibited without explicit prior written consent from the Company (excluding official judicial proceedings).

  • Preparation Time: The time spent by interpreters/translators reviewing background materials and technical terminology is integral to the service and built into the agreed quote.

9. Non-Solicitation, Anti-Poaching & Agency Protection

  • 9.1 Sub-Contractor Non-Solicitation: During the term of engagement and for a period of 12 months following the completion of any project, the Client shall not directly or indirectly contact, solicit, engage, or contract any linguist, interpreter, translator, transcriber, or sub-contractor introduced by the Company.

  • 9.2 Prior LSP / Agency Engagement Restrictions: If the Client has previously engaged or worked with the Company (or any of its linguists, translators, or interpreters) indirectly through a third-party Language Service Provider (LSP) or agency, the Client shall not directly engage, contract, or solicit services from the Company until the expiry of any non-solicitation, non-circumvention, or restraint period set out in the Client's agreement with that LSP/agency (or 12 months from the last date of project completion through said LSP/agency, whichever is longer), subject to Clause 9.5.

  • 9.3 Marketing & Public Outreach Exemption:

    • The Company maintains a publicly accessible web, search, and marketing presence across various digital platforms, allowing prospective clients to contact the Company freely at any time.

    • Direct marketing, email advertisements, or general outreach initiated by the Company—including communications sent where the Client’s contact details are stored in the Company’s databases or contact systems—shall not constitute a waiver of Clause 9.2, nor shall such communications authorize the Client to enter into a direct contract with the Company prior to the expiry of the applicable restricted period.

  • 9.4 Public Availability & Limitation of Company Liability:

    • The Company does not maintain, track, or verify records of whether a Client has previously engaged its services indirectly through a third-party LSP or agency.

    • It is the sole responsibility of the Client to ensure compliance with any existing contractual obligations, non-solicitation covenants, or restrictive terms owed to any third-party LSP or agency.

    • If the Client elects to contact or engage the Company directly in circumvention or breach of its agreements with a third-party LSP or agency, the Company bears no legal liability, responsibility, or obligation for any claims, penalties, or damages arising between the Client and said third party. The Client agrees to fully indemnify and hold the Company harmless against any third-party claims resulting from the Client’s breach of its agency obligations.

  • 9.5 Permissible Engagement: The Client may enter into a direct contractual relationship or engage in commercial contact with the Company under any of the following conditions:

    1. Upon the full expiration and satisfaction of the restraint period detailed in Clause 9.2;

    2. Where the Client has received explicit prior written consent or a release from the originating LSP/agency; or

    3. Where the Client has prematurely, lawfully terminated its contractual arrangements with the originating LSP/agency, resulting in the termination or non-applicability of any active restraint restrictions.

  • 9.6 Liquidated Damages: Any breach of the provisions contained within this Clause 9 shall obligate the Client to pay the Company the sum of £5,000 as an agreed pre-estimate of loss, administrative overhead, and recruitment costs incurred by the Company.

10. Intellectual Property (IP) & Copyright

·       Transfer of Title: Intellectual property and copyright in final Deliverables transfer to the Client only upon receipt of full payment.

·       Company Retained Assets: Internal assets including Translation Memory (TM) databases, intermediate working files, glossaries, software tools, and proprietary processes remain the exclusive property of the Company.

·       Client Warranty: The Client warrants ownership or valid licensing of all source materials and agrees to indemnify the Company against third-party IP infringement claims.

11. Confidentiality & Data Protection (UK GDPR)

·       Confidentiality: Both parties agree to maintain strict confidentiality regarding proprietary materials, legal proceedings, and medical records.

·       UK GDPR Roles: The Client acts as Data Controller and the Company acts as Data Processor under the UK GDPR and Data Protection Act 2018. Personal data will be processed strictly to perform the contract under adequate technical and organizational security controls.

12. Revisions, Warranties & Liability

·       Inspection Window: Perceived errors or omissions must be submitted in writing within 14 Business Days of Deliverable receipt.

·       Sole Remedy: Verified departures from original specifications or objective errors will be corrected free of charge. Subjective style preferences or modifications to the original source text are billed separately.

·       Consequential Loss Exclusion: The Company shall not be liable for indirect, special, or consequential losses (including lost profits, court delays, reputational damage, or business interruption).

·       Liability Cap: Aggregate liability arising out of any assignment shall not exceed the total fee paid by the Client for that specific engagement.

13. Force Majeure

·       Neither party shall be liable for delay or failure in performance caused by circumstances beyond reasonable control (including acts of God, severe weather, telecommunications failures, government actions, or national emergencies), provided prompt written notice is issued.

14. Agreement Termination

·       Either party may terminate this framework agreement immediately by written notice if the other party commits a material breach (uncured within 14 days of notice) or becomes subject to insolvency, liquidation, or administration.

15. Entire Agreement, Validity & Acceptance

·       Acceptance: Approval of a quotation, issuance of a PO or written instructions to the Company to commence work, payment of an invoice, or provision of source materials constitutes full binding acceptance of these Terms.

·       Precedence: These Terms prevail over any boilerplate purchasing terms or standard PO conditions provided by the Client unless explicitly overridden in writing by a Director of the Company.

·       Entirety & Severability: This document supersedes all prior proposals, verbal or written agreements and arrangements. If any clause is rendered invalid by a court, the remaining provisions remain enforceable.

16. Governing Law & Dispute Resolution

·       Governing Law: These Terms and any associated disputes are governed by and construed in accordance with the laws of Northern Ireland.

·       Jurisdiction: Both parties submit to the exclusive jurisdiction of the courts of Northern Ireland.

·       Dispute Escalation: Commercial disputes shall be negotiated in good faith for 14 Business Days prior to initiating court proceedings or formal mediation. Nothing restricts the Company from pursuing expedited court proceedings to recover undisputed unpaid invoices.