MASTER SERVICE AGREEMENT

Supplier Terms & Conditions for Independent Linguists & Subcontractors

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

1. Definitions & Framework 

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

  • "Supplier": Refers to the individual (freelancer/self-employed), firm, or corporate entity rendering services.

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

  • "Deliverables": The final translated texts, transcribed media, terminology databases, or completed interpreting assignments provided by the Supplier to 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.

  • "Master Framework": These Terms and Conditions govern all quotations, Purchase Orders (POs), and service agreements between the Company and the Supplier.

2. Engagement & Authorisation

  • Work Authorisation: No services shall be performed without an official written Purchase Order (PO) or formal written project assignment issued by the Company.

  • Professional Standards: The Supplier agrees to execute all assigned projects with reasonable skill, care, accuracy, and in accordance with professional industry standards. As a reference, please refer to the NRPSI's code of conduct .   

  • Independent Contractor Status: The Supplier operates strictly as an independent contractor. Nothing in this agreement constitutes a partnership, joint venture, agency, or employer-employee relationship. The Supplier remains solely responsible for their own tax, national insurance, superannuation, and statutory contributions.

  • Subcontracting & Delegation: The Supplier shall personally perform the Services. The Supplier is strictly prohibited from subcontracting, assigning, or delegating any part of the Services to a third party or substitute linguist without the express prior written consent and vetting approval of the Company.

3. Quality, AI & Right to Audit

  • Strict Timelines: On-time delivery is a material condition of engagement. The Supplier must notify the Company immediately if an unexpected delay or emergency arises.

  • Instruction & Glossary Compliance: Deliverables must strictly adhere to provided glossaries, style guides, formatting specifications, reference materials, and PO instructions.

  • AI & Machine Translation Policy: The use of unedited raw Machine Translation (MT), public generative AI platforms (e.g., ChatGPT, Gemini, DeepL Free), or unauthorised automated translation tools is strictly prohibited unless explicitly authorised in writing in the PO. Inputting confidential client data into open AI platforms constitutes a material breach of confidentiality and UK GDPR.

  • Quality Assurance & Auditing: The Company reserves the right to review, audit, and evaluate all Deliverables. If a Deliverable fails to meet industry quality standards or strays from specifications, the Company may require the Supplier to rectify the work within a specified timeframe at no additional cost.

4. Intellectual Property Rights

  • Assignment of Rights: Upon full payment, the Supplier hereby irrevocably assigns to the Company (and its clients) all intellectual property rights, including copyright, database rights, and trademarks, in all Deliverables created under this Agreement.

  • Moral Rights: To the fullest extent permitted by law, the Supplier waives all moral rights in the Deliverables in favour of the Company and its end clients.

  • Pre-existing Material: The Supplier warrants that Deliverables do not infringe upon the intellectual property, privacy, or proprietary rights of any third party.

5. Invoicing, Payment & Tax

  • Invoice Submission: Upon successful project completion and delivery, the Supplier must submit a valid invoice referencing the corresponding PO number and approved rate structure.

  • Payment Cycle: Standard payment terms are 30 days from the end of the month in which a valid invoice matching the PO details is received.

  • Adjustments & Set-Off: The Company reserves the right to withhold, set off, or adjust payment for work that fails to meet professional standards, violates instructions, or causes direct loss due to gross negligence, subject to prior written notice and review.

6. Non-Solicitation, Non-Disclosure & Data Protection

  • Non-Solicitation: During the term of engagement and for 12 months following its termination, the Supplier shall not directly or indirectly contact, solicit, service, or accept language service assignments from any client introduced to them by the Company.

  • Confidentiality: All source materials, glossaries, recordings, client data, business practices, and final deliverables are strictly confidential and remain the exclusive property of the Company or its clients.

  • UK GDPR & Data Protection: The Supplier shall comply with all applicable data protection laws, including the UK General Data Protection Regulation (UK GDPR) and Data Protection Act 2018. The Supplier acts as a Data Processor regarding personal data supplied by the Company.

  • Data Security & Permanent Deletion: The Supplier must maintain secure, password-protected, and encrypted data storage. Upon project sign-off or written request, all confidential client files, court documents, medical records, and audio recordings must be permanently and securely deleted from supplier devices and cloud storage.

7. Standard Monetary Penalty & Liquidated Damages Clause

·      Breach of Non-Solicitation & Liquidated Damages: In the event that the Supplier breaches the non-solicitation provisions set forth in this Agreement by directly or indirectly contacting, soliciting, servicing, or accepting assignments from a client introduced by the Company, the Supplier acknowledges that such action causes immediate, substantial, and difficult-to-quantify financial harm to the Company.

·      Accordingly, for each unauthorized assignment or transaction with a restricted client, the Supplier agrees to pay the Company agreed liquidated damages (and not a penalty) equal to 100% of the gross revenue derived from said client, or £3,000 per breach, whichever is greater.

·      Payment of liquidated damages shall be due within 14 calendar days of written demand by the Company. The Company reserves the right to set off any unpaid penalties against outstanding payments owed to the Supplier.

8. Specialised Legal, Court & Medical Interpreting

  • Vetting & Qualifications: Suppliers undertaking specialised legal, court, or medical assignments warrant that they hold the requisite qualifications (e.g., DPSI, Level 6 Diploma in Community Interpreting, or national equivalent) and maintain up-to-date background checks (such as an enhanced DBS check or local police clearance). Proof must be provided upon request.

  • Impartiality & Conflict of Interest: The Supplier must immediately disclose any actual, potential, or perceived conflict of interest regarding a case, court proceeding, or medical patient (e.g., personal acquaintance with any party).

  • Remote Interpreting Privacy: When executing Remote Simultaneous Interpreting (RSI), video, or telephonic sessions, the Supplier must work alone from a private, silent, and visually secure location. Performing remote sessions from public spaces is strictly prohibited.

  • Document Handling: Any physical notes taken during legal or medical proceedings must be shredded or disposed of in secure confidential waste bins immediately following the session.

9. Cancellation Policy

A. Client-Initiated Cancellations (Pass-Through Compensation)

If an assigned interpreting, on-site, or live remote assignment is cancelled by the end Client after a PO has been issued, the Supplier shall be compensated strictly on a pass-through basis relative to the amount recovered by the Company under its Client Terms & Conditions:

  • More than 2 Business Days’ Notice (48+ hours): No cancellation fee is payable. Any issued PO for future dates will be cancelled without liability.

  • Within 2 Business Days’ Notice (48 hours): The Supplier will receive 50% of the agreed PO fee for the cancelled assignment, provided the Client pays the corresponding cancellation charge.

B. Translation & Written Deliverable Cancellations

  • The Supplier must immediately cease all work upon receipt of written cancellation notice from the Company.

  • The Supplier shall be paid in full for all actual word counts completed or hours expended up to the exact moment of written cancellation notice, provided the draft work is delivered to the Company immediately for auditing.

  • No payment will be made if no usable draft work is delivered up to the exact moment of written cancellation notice.

C. Non-Refundable Expenses & Travel

  • Pre-Approved Travel: If an on-site assignment is cancelled and the Supplier has already purchased non-refundable, pre-approved travel tickets (e.g., train, flight) or accommodation, the Company will reimburse these documented expenses upon presentation of valid receipts, provided reasonable attempts were made to secure a refund or voucher.

  • Unincurred Expenses: Variable expenses that were not incurred (such as mileage allowance or parking fees) will not be paid out on cancelled assignments.

D. Supplier-Initiated Cancellations & Emergencies

  • Cancellations Without Valid Cause: Should the Supplier cancel any confirmed service prior to its commencement without valid cause or emergency justification, they shall compensate the Company for reasonable administrative costs and direct losses incurred in securing an urgent replacement.

  • Advance Notice: If forced to cancel due to illness or emergency, the Supplier must notify the Company in writing immediately (and no later than 24 hours prior to the assignment start time). Proof of illness or emergency must be presented in writing to the Company to authorise validity of the documents. 

  • Repeated Cancellations: Frequent or short-notice cancellations without valid justification constitute a material breach of contract and may result in immediate removal from the active supplier panel in addition to a compensation fee payable to the Company and equivalent to the agreed rate for the given assignment. 

E. Payout Schedule for Cancellation Fees

Cancellation fees due to the Supplier will be paid according to the Company's standard payment cycle (30 days from the end of the month in which the cancelled assignment was scheduled), subject to invoice submission.

10. Indemnity & Limitation of Liability

  • Indemnity: The Supplier agrees to indemnify and hold harmless the Company, its directors, officers, and clients against any liabilities, losses, damages, costs, and expenses (including reasonable legal fees) resulting directly from the Supplier’s negligence, wilful misconduct, breach of confidentiality, failure to comply with data protection laws, or infringement of third-party intellectual property rights.

  • Limitation of Company Liability: To the maximum extent permitted by law, the Company's total liability arising out of or in connection with any Purchase Order or these Terms shall be limited to the total fees payable to the Supplier under the applicable PO.

  • Professional Indemnity Insurance:

    • The Supplier must warrant that they maintain a valid Professional Indemnity Insurance with an adequate level of cover. The Supplier remains solely liable for the accuracy, quality, and legal compliance of all work rendered. 

    • The Company reserves the right to seek full financial compensation, indemnity, and reimbursement from the Supplier for any losses, damages, liabilities, or expenses incurred as a result of the Supplier’s act, error, or omission. Where applicable, the Supplier shall immediately report such losses to their Professional Indemnity insurer and facilitate settlement through their insurance policy.

11. Termination

  • Termination for Convenience: Either party may terminate this master framework agreement at any time by giving 14 days' written notice, without affecting any active Purchase Orders.

  • Termination for Cause: The Company may terminate this Agreement and any active PO immediately upon written notice if the Supplier commits a material breach of contract (including breach of confidentiality, unauthorised subcontracting, or failure to perform essential vetting checks).

12. Governing Law & Dispute Resolution

  • Governing Law & Jurisdiction: This agreement, all Purchase Orders, and any non-contractual disputes shall be governed by and construed in accordance with the laws of Northern Ireland. The parties submit to the exclusive jurisdiction of the courts of Northern Ireland.

  • International Linguists: For independent contractors residing or operating outside the United Kingdom, this agreement remains strictly subject to Northern Irish law.

  • Escalation: Any contractual or operational dispute regarding project specifications, PO values, or delivery must be raised in writing within 7 business days of the issue arising. Parties agree to negotiate in good faith before initiating formal legal proceedings.

13. Acceptance of Terms

By agreeing in writing or via email, issuing a Purchase Order, approving a quote, or commencing work instructed by Romany Interpreting & Translations Ltd., the Supplier confirms that these Terms and Conditions have been read, understood, and accepted in their entirety. No variation or modification to these Terms shall be binding unless agreed to in writing and signed by an authorised director of Romany Interpreting & Translations Ltd.