These Terms and Conditions apply to all linguists, including interpreters, translators, reviewers, editors, proofreaders, transcribers, subtitlers, localisation specialists and other language professionals, who accept assignments from Prism Linguistics Limited (“Prism”, “Company”, “we”, “us”, “our”). By accepting any assignment, whether by email, portal, message, telephone or otherwise, you agree to be bound by these Terms.
Prism Linguistics Limited
Company Number: 10794705
Registered in England and Wales
Email: info@prismlinguistics.co.uk
“Company / Prism / We / Us / Our” means Prism Linguistics Limited, a company registered in England and Wales, including its employees, consultants, subcontractors and agents.
“Linguist / You / Your” means the self-employed independent contractor or business providing language services to Prism.
“Client” means Prism’s end client, including any individual, company, public authority, court, law firm, local authority, school, NHS body, charity, agency or other organisation for whom Services are arranged.
“Services” means interpreting, translation, localisation, editing, proofreading, transcription, subtitling, voice-over or any related language services assigned to you by Prism.
“Assignment / Engagement” means any project, booking or work instruction offered by Prism and accepted by you.
“Booking Confirmation / Work Order” means Prism’s written confirmation setting out assignment details, which may include the date, time, location, language, rates, minimum charges, reference number, deliverables and deadlines.
“Source Materials” means any documents, files, recordings, images, data or information supplied for the Services.
“Deliverables” means the completed work product, including translations, revised files, transcripts, subtitles, attendance confirmations, timesheets and any other output produced as part of the Services.
“Confidential Information” means any non-public information relating to Prism, the Client, Source Materials, Deliverables, pricing, contacts, systems, procedures and business affairs, excluding information which is already lawfully public or must be disclosed by law.
“Business Day” means any day other than a Saturday, Sunday or public holiday in England.
2.1 You provide Services as an independent contractor and nothing in these Terms shall render you an employee, worker, partner or agent of Prism.
2.2 You are solely responsible for your own tax affairs, National Insurance contributions, VAT (if applicable), insurance, licences, registrations, right to work, professional memberships and all other compliance obligations arising from your business activities.
2.3 These Terms apply to all future Assignments unless Prism issues updated terms in writing.
2.4 Prism may offer, and you may accept or decline, Assignments at your discretion, unless otherwise agreed in writing for ongoing or reserved coverage.
3.1 You confirm that all information provided to Prism is true, accurate and not misleading, including qualifications, memberships, certifications, DBS status, experience, training, address details, bank details and right to work status.
3.2 Prism may request documentary evidence at any time to verify your eligibility, experience, qualifications, identity or compliance status.
3.3 You must notify Prism immediately of any matter affecting your eligibility or ability to perform Services, including any lapse in qualification, suspension, criminal conviction, conflict of interest, complaint outcome, sanction or restriction.
4.1 A binding agreement for an Assignment is formed when you accept Prism’s offer and Prism issues a Booking Confirmation / Work Order, or otherwise confirms the booking in writing.
4.2 You must not begin work, attend an appointment, contact the Client or represent that you are booked unless Prism has issued formal written confirmation or express written authority.
4.3 Each Assignment may have a reference number. You must quote that reference number on all correspondence, timesheets and invoices where requested.
5.1 You must perform the Services with reasonable skill, care and diligence and in accordance with good industry practice, any applicable professional code, Prism’s instructions and any Client-specific requirements notified to you.
5.2 You must complete the Assignment in full unless Prism instructs staged delivery or otherwise agrees in writing.
5.3 You must be punctual, prepared, suitably equipped and appropriately dressed for the relevant setting, including but not limited to court, police, prison, healthcare, school, local authority, corporate or private settings.
5.4 No direct client relationship: all booking, scope, complaints, price, extension, cancellation and commercial queries must be referred to Prism. You must not solicit instructions directly from the Client or negotiate directly with the Client unless Prism has expressly authorised this in writing.
5.5 You must immediately disclose any actual or potential conflict of interest, safeguarding concern, prior involvement, personal connection or other issue that may affect impartiality, suitability or performance.
6.1 You must perform the Services personally. You may not subcontract, assign, delegate or pass any part of an Assignment to another person or agency without Prism’s prior written consent.
6.2 Any unauthorised delegation shall constitute a material breach of these Terms and may result in non-payment, removal from Prism’s database and liability for losses reasonably incurred by Prism.
7.1 You must perform the mode of interpreting requested, whether consecutive, simultaneous, telephone interpreting, video remote interpreting or in-person interpreting, and must follow all platform and attendance instructions.
7.2 You must accurately record start times, finish times, breaks, waiting time and any other information reasonably required by Prism or the Client for billing and audit purposes.
7.3 If an appointment overruns, changes materially, is adjourned, becomes unsuitable or cannot proceed as expected, you must notify Prism as soon as reasonably practicable.
7.4 You must not leave an Assignment early without the Client’s and Prism’s authority except in an emergency or where personal safety is at risk.
8.1 You must follow Prism’s quality requirements, including where applicable accurate terminology, correct figures and dates, reasonable formatting consistency, spell-checking, proofreading and compliance with any glossary or style guide supplied.
8.2 You must inform Prism promptly if Source Materials are incomplete, illegible, corrupted, unclear, contain missing pages, poor audio, technical defects or any issue affecting accuracy or delivery.
8.3 You must not use machine translation, generative AI, automated subtitling or any other third-party automated tool on Client content unless Prism has expressly authorised it in writing for that specific Assignment and such use is compatible with confidentiality obligations.
8.4 Where any such tool is expressly permitted, you remain fully responsible for the accuracy, completeness, confidentiality and final quality of the Deliverables.
9.1 Deadlines stated in the Booking Confirmation are material. If you anticipate delay, you must notify Prism immediately.
9.2 If you fail to meet a deadline, fail to attend, abandon an Assignment, or deliver work that does not meet reasonable quality requirements, Prism may, at its discretion, require revisions, reduce fees to reflect the value actually received, reassign the work, terminate the Assignment or remove you from future consideration.
9.3 Where remedial work is required due to your error, omission, breach of instructions or avoidable quality issue, Prism may deduct from sums otherwise due to you any reasonable direct costs incurred in correcting, replacing or completing the work.
10.1 Client cancellation: If the Client cancels an Assignment, Prism will notify you as soon as reasonably practicable.
Translation:
Interpreting:
10.2 Linguist cancellation / no-show:
11.1 Fees are as set out in the Booking Confirmation and may be calculated by reference to hourly rate, minimum booking, word count, page count, daily rate, fixed project fee or such other basis as Prism confirms in writing.
11.2 You must submit a valid invoice for completed work unless Prism operates self-billing or another agreed payment process. Prism is not obliged to make payment until it has received a correct invoice and any supporting records reasonably required.
11.3 Unless otherwise agreed in writing, payment will be made within 45 days from Prism’s receipt of a valid and undisputed invoice.
11.4 Prism may withhold or set off sums reasonably disputed in good faith, or sums reasonably attributable to rework, overpayment, duplicate invoicing, missing attendance records or breach of these Terms.
11.5 You are responsible for ensuring that your invoice details, bank details, tax status and any VAT treatment are correct.
12.1 Expenses are reimbursable only where expressly pre-approved in writing by Prism or clearly stated in the Booking Confirmation.
12.2 Where approved, Prism will reimburse reasonable travel expenses actually incurred and supported by receipts where requested.
12.3 Taxi, private hire, parking, congestion charges, tolls, mileage, accommodation and similar costs are payable only if agreed in advance or clearly included in the booking terms.
12.4 You are expected to travel reasonably and cost-effectively unless there is a genuine operational reason for a more expensive method.
13.1 During your relationship with Prism and for 18 months after your last Assignment, you must not directly or indirectly solicit, accept work from, contract with, or provide services to any Prism Client introduced to you by Prism, except with Prism’s prior written consent.
13.2 You must not use Prism’s introductions, contacts, pricing information, booking arrangements or goodwill to bypass Prism.
13.3 If you breach this clause, Prism shall be entitled to recover its reasonable losses and/or a reasonable introduction fee or lost margin reflecting the value of the diverted work.
14.1 You must keep all Confidential Information strictly confidential and use it only to the extent necessary to perform the relevant Assignment.
14.2 You must not copy, disclose, retain, exploit, discuss or transmit Confidential Information to any third party except where strictly necessary for the Assignment and expressly authorised in writing by Prism.
14.3 You must keep all files, devices and communications secure and must take appropriate technical and organisational measures to protect personal data and confidential materials against unauthorised access, loss, misuse or disclosure.
14.4 You must delete or return Source Materials and Deliverables when requested by Prism, or when no longer required for the Assignment, subject only to any legal obligation to retain records.
14.5 Where you process personal data in connection with an Assignment, you must comply with all applicable UK data protection law, including the UK GDPR and the Data Protection Act 2018.
15.1 Prism may maintain records and backups within its own systems for audit, quality assurance, legal and operational purposes.
15.2 You remain responsible for maintaining secure working copies and backups of your own files until the Assignment has been completed, accepted and paid.
16.1 Subject to payment of the agreed fees, you assign to Prism with full title guarantee all intellectual property rights in the Deliverables, to the extent such rights are capable of assignment, with effect from creation or, if later, on payment.
16.2 To the extent any rights do not vest automatically or cannot be assigned, you grant Prism an irrevocable, worldwide, transferable, royalty-free licence to use, reproduce, adapt, modify, publish, distribute and otherwise exploit the Deliverables for the Client’s purposes.
16.3 Prism may transfer, sub-license or grant usage rights in the Deliverables to its Client and any other party reasonably connected with the Assignment.
16.4 You waive, to the fullest extent permitted by law, any moral rights or similar rights to be identified as author where anonymity is reasonably required by the Client, by the nature of the work, or by court, police, government or compliance requirements.
16.5 Prism may retain copies of Source Materials and Deliverables for record keeping, compliance, quality control, dispute resolution and business administration.
17.1 Prism may request revisions where Deliverables do not meet the agreed specification, Prism’s instructions or reasonable professional standards.
17.2 If Deliverables are rejected or questioned due to your error, omission or failure to follow instructions, you must cooperate promptly and in good faith to correct the issue within a reasonable period specified by Prism.
17.3 If you fail to provide adequate corrective action within that period, Prism may withdraw the Assignment, appoint a replacement and recover its reasonable direct costs from sums otherwise payable to you.
18.1 Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, fraud, fraudulent misrepresentation, or any other liability which cannot lawfully be excluded or limited.
18.2 Subject to clause 18.1, Prism shall not be liable to you for any indirect or consequential loss, loss of profit, loss of opportunity, loss of goodwill or loss of anticipated earnings.
18.3 Subject to clause 18.1, Prism’s total aggregate liability to you arising out of or in connection with these Terms or any Assignment shall not exceed the total fees paid or payable by Prism to you for the particular Assignment giving rise to the claim.
18.4 Prism shall not be liable for losses caused by Client conduct, defective or unlawful Source Materials, platform outages, transport disruption, force majeure events or other matters outside Prism’s reasonable control.
19.1 You shall indemnify and keep indemnified Prism against all losses, liabilities, damages, costs, expenses and claims reasonably incurred by Prism arising out of your breach of these Terms, negligence, misconduct, unlawful act, unauthorised disclosure, infringement of third-party rights, or failure to comply with Prism’s lawful instructions.
19.2 You acknowledge that Prism is not responsible for the substance, legality or accuracy of Source Materials supplied by the Client, save to the extent liability cannot lawfully be excluded.
Prism may update these Terms from time to time. Any updated version will apply to future Assignments after notice has been given or the updated Terms have been made available to you.
Prism shall not be in breach of these Terms or liable for delay or failure in performance caused by any event outside its reasonable control, including illness, accident, severe weather, transport disruption, internet or platform failure, industrial action, government action, pandemic, civil unrest, power outage or other similar event.
Entire Agreement: These Terms, together with any Booking Confirmation or Work Order, constitute the entire agreement between Prism and the Linguist in relation to the Assignment.
Variation: No variation shall be effective unless agreed in writing by Prism.
Severance: If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.
No Waiver: A failure or delay by Prism in enforcing any right shall not constitute a waiver of that right.
Assignment by Linguist: You may not assign or transfer any of your rights or obligations without Prism’s prior written consent.
Third Party Rights: A person who is not a party to these Terms shall have no right to enforce them except where expressly stated otherwise.
These Terms and any dispute or claim arising out of or in connection with them, their subject matter or formation, shall be governed by and construed in accordance with the laws of England and Wales.
The courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim.
Contact: For queries about assignments, capability concerns, availability issues, file problems, safeguarding issues or unclear Source Materials, contact Prism immediately at info@prismlinguistics.co.uk.