Terms and Conditions (GTC)

for language service providers

(Status: June 2019)

 

1. General principles/scope of application

1.1.        For all legal transactions between the client and the language service provider, these General Terms and Conditions (abbreviated: GTC) apply exclusively. The version valid at the time the contract is concluded is decisive. In principle, the language service provider concludes contracts only on the basis of the following conditions. The client expressly acknowledges having taken note of these terms and conditions in a legally binding manner, so that they have become part of the contract. This also applies in the event that the client refers to his own general terms and conditions. 

1.2.         These General Terms and Conditions also apply to all future contractual relationships, even if they are not expressly referred to in additional contracts. 

1.3.         Conflicting general terms and conditions of the customer are not part of the contract unless they are expressly recognized in writing by the language service provider. 

 

2. Referrals

For the interpretation of these terms and conditions apply in the following order

2.1.         the ÖNORM EN ISO 17100 Translation Services - Requirements for Translation Services in the currently valid version

2.2.         the ÖNORM D1202 translation contracts in the currently valid version

 

3. Scope of Service

3.1.         The language service provider provides language services to the client [this includes in particular translation, interpreting (consecutive and simultaneous), written and sign language interpreting, localization of software, dubbing], project management and the planning and implementation of other language services or any additional services [proofreading/editing] .

1. The language service provider undertakes to carry out all assigned activities to the best of their knowledge and the general rules for language service providers and according to the principles of economic efficiency. However, the language service provider does not owe any success. He is not responsible for the fact that his service fulfills the purpose desired by the client. The customer is responsible for this.

3.3.         The client undertakes to inform the language service provider together with the transmission of the source text at the time of the offer what the translation/proofreading and editing will be used for, e.g. B. if you

3.3.1.    is intended for a specific destination country,

3.3.2.   serves the purpose of information

3.3.3.   for publication and advertising

3.3.4.   intended for legal purposes or patent proceedings,

3.3.5.   or any other purpose where the translation/proofreading/editing by the language service provider involved is relevant.

3.4.         The customer may only use the translation/proofreading/editing for the purpose specified by him. In the event that the client uses the translation/proofreading/editing for a purpose other than that agreed, the language service provider shall not be liable, even if the service contradicts the general rules for language service providers.

3.5.         Unless otherwise agreed, translations/proofreading/editing are to be delivered by the language service provider in a single copy in electronic form.

3.6.         If the customer wishes to use a specific technology, he must notify the language service provider of this and - if this is not an application that is not necessarily common for language service providers (e.g. Auto-CAD or web content applications) - give him access to the desired technology .

3.7.         The technical and linguistic correctness of the source text is the sole responsibility of the client and is not checked by the language service provider.

3.8.         The language service provider has the right to pass on the order to qualified subcontractors, but in this case it remains the client's contractual partner with sole responsibility towards the client.

3.9.         The name of the language service provider may only be attached to the published translation/proofreading/editing if the entire text has been translated/corrected and/or edited by them and no changes have been made  - without the consent of the language service provider.

3.10.     Unless otherwise agreed, the formal design follows the regulations of ÖNORM EN ISO 17100.

 

4. Prices, ancillary conditions for accounting

4.1.         The prices for the respective language services are determined according to the tariffs (price lists) of the language service provider, which apply to the respective type of service provided.

4.2.         The basis for calculation is the agreed basis (for example: target text / source text, hourly rate, number of pages, number of lines).

4.3.         A cost estimate is only binding if it has been prepared in writing and after submission of the documents to be translated. Cost estimates, which are given in a different form, are always only a completely non-binding guideline.

4.4.         The estimate is made to the best of our knowledge but is subject to change. Should the costs increase by more than 15% after the order has been placed, the language service provider will inform the client immediately. If it is an unavoidable cost overrun of up to 15%, a separate agreement is not required and these costs can be charged without the client being informed.

4.5.         Unless otherwise agreed, order changes or additional orders will be invoiced at reasonable prices.

4.6.        The value of the claim including ancillary claims shall remain stable. The consumer price index published monthly by the Austrian Central Statistical Office or an index replacing it serves as a measure for calculating the stability of value. The index number calculated for the month in which the contract was concluded serves as a reference value. Fluctuations in the index number up or down up to and including 2.5% are not taken into account. This margin must be recalculated each time it is exceeded, either up or down, with the first index number outside the applicable margin always forming the basis for both the reassessment of the claim amount and the calculation of the new margin. Collectively agreed wage or salary increases or reductions also entitle the language service provider to make a corresponding subsequent price correction.

4.7.        Unless otherwise agreed in individual cases, an appropriate fee will be charged for checking third-party translations/proofreading/proofreading.

4.8.         Appropriate surcharges can be charged for express and weekend work, which are to be agreed accordingly.

4.9.         The language service provider is entitled to demand an appropriate payment on account in advance.

4.10.      If partial payment (e.g. delivery of partial services or payment on account) has been agreed between the client and the language service provider, the language service provider is entitled, in the event of the client's default in payment, to stop work on current orders for this client without legal consequences for the language service provider until the client meets its payment obligations. However, the language service provider must inform the client immediately of the cessation of work.

 

5. Dates, Delivery

5.1.         The delivery date is to be agreed between the language service provider and the client. The delivery date is an essential part of the contract accepted by the language service provider. If no delivery date has been agreed, the service must be provided within a reasonable time. If the delivery date cannot be met, the language service provider must inform the client immediately and state the date by which the service will be provided.  

5.2.         A prerequisite for meeting the delivery date, especially in the case of a fixed transaction, is the timely receipt of all documents to be provided by the customer in the specified scope (e.g. source texts and all necessary background information) and in the specified file format, as well as compliance with the agreed payment terms for the delivery of partial services or similar and other other obligations. If the customer does not fulfill his obligation to provide and pay in good time, the delivery period will be extended by the period by which the required documents were made available to the language service provider too late. In the case of a fixed transaction, it is up to the language service provider to assess whether the agreed delivery date can be met even if the client makes the documents available late. If this results in surcharges for express and weekend work, the language service provider must inform the client immediately. If the client cannot be reached, these surcharges are due if they are feasible to keep the fixed transaction.

5.3.         If the agreed service is not performed for reasons for which the client is responsible, e.g. B. because he does not provide the documents to the language service provider or does not do so in good time or violates his duty to cooperate, the language service provider is entitled to a cancellation fee of 50% of the order value of the agreed service or partial service, which is not subject to the judicial right of reduction. What the language service provider saved as a result of not working or what he acquired or intentionally failed to acquire through other use does not take place (cf. § 1168 ABGB). 

5.4.         The customer bears the risks associated with the transmission of the documents to be provided by the customer; the language service provider bears the risks associated with the transmission of the service.

5.5.         Unless otherwise agreed, the documents provided by the customer to the language service provider remain with the language service provider after the translation job/proofreading/editing has been completed. The language service provider must ensure that these documents are stored carefully so that unauthorized persons do not have access to them, the confidentiality obligation is not violated and the documents cannot be used in breach of contract.

 

6. Force Majeure

6.1.        In the event of force majeure, the language service provider must notify the client immediately. Force majeure entitles both the language service provider and the client to withdraw from the contract. However, the customer must compensate the language service provider for expenses or services already incurred.

6.2.         The following are considered force majeure: industrial disputes, acts of war, civil war, the occurrence of unforeseeable events that can be proven to have a decisive impact on the ability of the language service provider to complete the order as agreed and similar occurrences. 

 

7. Confidentiality/Privacy

7.1.        The language service provider undertakes to maintain secrecy about all business matters of the client that come to his knowledge, in particular business and trade secrets. 

7.2.        The language service provider is released from its duty of confidentiality towards vicarious agents it uses. However, he has to transfer his confidentiality obligation to them and is liable for their violation of the confidentiality obligation as for his own violation.

7.3.        The secrecy is limited to 5 years after the end of the contractual relationship. 

7.4.        The language service provider is entitled to process transmitted data or other personal data entrusted to it within the scope of the purpose of the contractual relationship and to store this data even after the end of the contractual relationship if this storage or processing is necessary to fulfill the order or legal obligations (e.g. Data for accounting) is necessary. After this period has expired, the data will be deleted.  

7.5.        As far as information from the client for communication is concerned (e.g. e-mail address, telephone number), the client agrees that this contact data may be processed and stored and also messages for advertising purposes within the meaning of § 107 TKG may be sent to him. This consent can be revoked by the customer at any time.

7.6.        The client also has the right, under the conditions of the provisions of the DSG, to request the deletion of his data. However, this right is only complied with if the language service provider is not legally obliged to store the personal data.

 

8. Liability for defects (warranty)

8.1.        All defects must be explained and proven in writing by the client in sufficient form (error log). This must be done within one week after delivery of the service.

8.2.        The customer must grant the language service provider a reasonable period of time and opportunity to rectify or remedy defects and improve their performance. If the deficiencies are remedied by the language service provider within a reasonable period of time, the client is not entitled to a price reduction.

8.3.        If the language service provider allows a reasonable period of grace to elapse without remedying the defect, the client can withdraw from the contract (rescission) or demand a reduction in payment (price reduction). In the case of minor defects, however, there is no right to withdraw from the contract.

8.4.        Warranty claims do not entitle the client to withhold the entire invoice amount, but only a reasonable part; in such a case, the customer also waives the possibility of offsetting.

8.5.        For translations/proofreading/editing used for printed matter, liability for defects only exists if the client expressly states in writing on his behalf that he intends to publish the text and if proofs are submitted to the language service provider ( Author's correction) up to and including the version of the text after which no more changes are made. In this case, the language service provider is to be paid an appropriate reimbursement of costs.

8.6.        There is no guarantee for the translation/proofreading/editing of documents that are difficult to read, illegible or incomprehensible; the same applies to reviews of third-party translations/proofreading/editing.

8.7.        Stylistic improvements or coordination of specific terminologies (in particular industry   or company-specific terms) etc. do not count as translation defects.

8.8.         There is no guarantee for order-specific abbreviations that were not specified or explained by the client when the order was placed.

8.9.        The language service provider assumes no liability for the correct reproduction of names and addresses in templates that are not written in Latin script. In such cases, the client is recommended to write the names and their own designations on a special sheet in Latin block letters.

8.10.    The numbers are only displayed according to the source text. The customer is responsible for the conversion of numbers, measurements, currencies and the like.

8.11.   The language service provider is liable for source texts, originals and the like provided by the client, as long as they are not returned to the client with the delivery, as custodian within the meaning of the General Civil Code for a period of four weeks after completion of the order. There is no obligation to insure. Item 5.4 applies to refunds accordingly.

8.12.    The language service provider will transmit target texts by means of data transfer (e.g. email, modem, etc.) according to the current state of the art. Due to the technical circumstances, however, no guarantee or liability of the language service provider can be assumed for any defects and impairments (such as breach of confidentiality obligations, damage to files, etc.) unless the language service provider is at least grossly negligent.

 

9. Damages

9.1.        All claims for damages against the language service provider are limited to the amount of the invoice amount (net), unless otherwise required by law. Excluded from this limitation of damages are cases in which the damage was caused by the language service provider through gross negligence or intent or for damage to persons under the Product Liability Act that was demonstrably caused by an incorrect translation.

9.2.       Claims for damages by the customer must be asserted in court within six months of becoming aware of the damage and the party responsible for the damage, but no later than 12 months after the end of the respective service contract, otherwise the assertion is excluded. An extension of the cooperation does not extend this period. The customer must provide evidence that the damage is due to the fault of the language service provider.

9.3.        In the event that the client uses the translation/proofreading/editing for a purpose other than that stated, liability on the part of the language service provider is excluded from the title of damages.

 

10. Retention of Title

10.1.      All documents provided to the customer in connection with the order remain the property of the language service provider until all liabilities arising from the contract have been paid in full.

10.2.      Any type of documents not included in the order such as translation memories, terminology databases, parallel texts, software, prospectuses, catalogs and reports as well as all costly documents such as e.g. Literature or scripts remain the intellectual property of the language service provider and are protected by the relevant legal provisions. It may only be passed on and reproduced with the consent of the language service provider.

10.3.       Translation memories created in the course of one or more orders are - unless otherwise agreed - the property of the language service provider. Should the client wish for a handover, this is an additional order which is to be remunerated accordingly.

10.4.       Translation memories and terminology databases provided by the client remain the property of the client unless otherwise agreed.

 

11. Copyright

11.1.      The language service provider is not obliged to check whether the client has the right to translate the source texts or to have them translated/corrected/proofread. The client expressly assures that he has all the rights that are necessary for the execution of the order.

11.2.      In the case of copyrighted translations/proofreading/editing, the client must state the intended use. The customer only acquires those rights that correspond to the intended purpose of the translation.

11.3.      For some language services, language service providers, as the intellectual creators of the language service, remain the authors of the same and therefore have the right to be named as authors. Upon full payment of the fee, the client acquires the respectively agreed rights of use for the language service. The name of a language service provider may only be added to a published text or part of a text if the entire service came from them unchanged or if they were changed after their subsequent consent.

11.4.      The customer is obliged to indemnify and hold harmless the language service provider against all claims made by third parties for violations of copyrights, ancillary copyrights, other industrial property rights or personal protection rights. This also applies if the client has not specified a purpose or the translation/proofreading/editing is used for purposes other than those specified. The language service provider will notify the customer of such claims immediately and, in the event of legal action, announce the dispute. If the client does not join the proceedings as a party to the dispute as a party to the dispute, the language service provider is entitled to recognize the claim of the plaintiff and to be indemnified from the client regardless of the legality of the recognized claim.

 

12. Payment

12.1.      Unless otherwise agreed, payment must be made upon delivery of the language service and after invoicing.

12.2.      The language service provider is entitled to request a reasonable payment on account in advance.

12.3.      Is collection agreed and will the translation/proofreading/editing  not picked up by the customer on time, the customer's payment obligation begins on the agreed day for collection.

12.4.      If there is a delay in payment, the language service provider is entitled to retain the order documents provided (e.g. manuscripts to be translated). In the event of a delay in payment, interest on arrears will be charged at a reasonable rate (8% above the base interest rate) as well as reasonable reminder fees.

12.5.      In the event of non-compliance with the terms of payment agreed between the client and the language service provider (e.g. payment on account), the language service provider is entitled, after prior notification, to stop working on the client's other orders until the client meets his payment obligations. This also applies to orders for which a fixed delivery date has been agreed (see point 5.1.). The associated cessation of work does not give rise to any legal claims for the customer on the one hand, and on the other hand the rights of the language service provider are not prejudiced in any way.

 

13. Severability Clause

13.1.      The invalidity of individual provisions of these terms and conditions does not affect the validity of the rest of the contract.

13.2.      Should a clause be or become invalid or unenforceable, both parties undertake to replace it with a legally permissible, effective and enforceable clause that comes as close as possible to the economic intention of the provision to be replaced.

 

14. Written Form

14.1.      All changes, additions to these General Terms and Conditions and other agreements between the client and the language service provider must be in writing.

 

15. Governing Law and Jurisdiction

15.1.      The place of performance for all contractual relationships that are subject to these terms and conditions is the place of business of the language service provider. 

15.2.      The competent court at the registered office of the language service provider is locally responsible for deciding on all legal disputes arising from this contractual relationship.

15.3.      Austrian law applies.