General Terms and Conditions

1. General principles/scope

1.1. These General Terms and Conditions (in short: General Terms and Conditions) apply exclusively to all legal transactions between the client and the language service provider. The version valid at the time the order is placed is relevant. The language service provider generally only concludes contracts based on the following conditions. The client expressly acknowledges that he has taken note of these General Terms and Conditions in a legally binding manner, so that they have become part of the contract. This also applies if 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 this is not expressly stated in additional contracts.
1.3. Conflicting general terms and conditions of the client are not part of the contract unless they are expressly acknowledged in writing by the language service provider.

2. References

The following order applies to the interpretation of these Terms and Conditions:
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 the 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 interpreting, localization of software, synchronization], project management as well as the planning and implementation of other or any additional services associated with the language services.
3.2. The language service provider undertakes to carry out all assigned activities to the best of its knowledge and belief, in accordance with the general rules for language service providers and in accordance with the principles of economic efficiency. However, the language service provider does not owe any success through the service provided. He is not responsible for ensuring that his service fulfills the purpose and goal desired by the client. The client is responsible for this.
3.3. When submitting the offer, the client is obliged to inform the language service provider what the translation will be used for, e.g. whether if it
3.3.1. is intended for a specific target country,
3.3.2. is intended for a specific domestic or foreign authority or representation,
3.3.3. generally for information purposes,
3.3.4. is intended for publication and advertising,
3.3.5. is used for legal purposes or patent proceedings,
3.3.6. or is intended to serve any other purpose for which the translation of the texts by the language service provider involved is important.
3.4. The client may only use the translation for the purpose specified by him. In the event that the client uses the translation for a purpose other than that agreed or stated, 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 must be delivered in one copy by the language service provider in person or by post.
3.6. If the client wishes to use a specific proprietary or separate technology, he must inform the language service provider of this and – unless this is an application that is not necessarily common for language service providers (e.g. Auto-CAD or web content applications) – give them access to the language service provider enable the desired technology.
3.7. The technical and linguistic accuracy of the source text is the sole responsibility of the client and is not checked by the language service provider. This means that errors taken from the source text into the translation (e.g. numbers, names, etc.) are not considered a complaint.
3.8. The language service provider has the right to pass on the order to qualified and contractual subcontractors, but in this case it remains a contractual partner of the client with sole responsibility towards the client.
3.9. The name of the language service provider may only be included in the published translation if the entire text has been translated by them and no changes have been made to the translation – without the consent of the language service provider – and only if the language service provider has also been informed of this.
3.10. Unless otherwise agreed, the formal design is carried out in accordance with the applicable regulations of ÖNORM EN ISO 17100.

4. Prices, additional accounting conditions

4.1. The prices for the respective language services are determined according to the language service provider’s current and individual tariffs, which apply to the respective type of service provided.
4.2. The basis for calculation is the agreed basis (e.g. target text / source text, hourly rate, number of pages, number of lines, number of words).
4.3. A cost estimate is only considered binding if it is made in writing and after submission of the texts or files to be translated. Cost estimates that are given in a different form are always considered to be completely non-binding price information.
4.4. The cost estimate is prepared based on the best of our many years of know-how, but is subject to change. If there are cost increases of more than 15% after the order has been placed, e.g. due to an increase in the text in the target text or something similar, the language service provider will inform the client immediately. If there are unavoidable cost overruns of up to 15%, separate notification is not necessary and these costs can be invoiced without notifying the client.
4.5. Unless otherwise agreed, order changes or additional orders will be invoiced at reasonable prices.
4.6. Stability of value of the claim including additional claims applies. The consumer price index published monthly by the Austrian Central Statistical Office or an index that replaces it serves as the 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, up or down, whereby the first index number outside the applicable margin must always form the basis for both the new determination of the claim amount and for the calculation of the new margin. Wage or salary increases or decreases under collective agreements also entitle the language service provider to make a corresponding subsequent price correction.
4.7. When proofreading third-party translations, the following agreement applies: if the text to be checked has errors in a text block and more than 40% of text blocks or paragraphs have to be changed, the change will be considered a new translation and invoiced accordingly.
4.8. Appropriate surcharges may be charged for express, public holiday and weekend work, which must be agreed accordingly.
4.9. The language service provider is entitled to request an appropriate payment on account in advance (e.g. for new customers, foreign customers or large sums).
4.10. If partial payment has been agreed between the client and the language service provider (e.g. delivery of partial services or payment on account), the language service provider is entitled to stop work on current orders for this client without legal consequences for the language service provider in the event of late payment or the client cannot be reached until the client meets his payment. However, the language service provider must inform the client immediately of the cessation of work (e.g. by email or telephone).

5. Dates, delivery and cancellation

5.1. The delivery date must be agreed between the language service provider and the client. The delivery date forms an essential contractual component of the order accepted by the language service provider. If the client has not specified a desired delivery date, the translation will be carried out according to my delivery conditions. 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. The prerequisite for compliance with the delivery date, especially in the case of a fixed transaction, is the timely receipt of all texts to be provided by the client 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 when delivering partial deliveries or similar and other other obligations. If the client does not fulfill his obligation to provide and pay on time, the delivery deadline will be extended accordingly by the period by which the required texts were provided to the language service provider too late. In the case of a fixed transaction, it is the responsibility of the language service provider to assess whether the agreed delivery date can be met even if the client provides texts 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 (e.g. by email and, if necessary, by telephone), these surcharges will apply if they are necessary to comply with the fixed transaction.
5.3. If the agreed service is not carried out for reasons for which the client is responsible, e.g. because he does not make the texts or files available to the language service provider or does not make them available to him in a timely manner or violates his obligation 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 moderation. Unless more than 50% of the service has already been performed. In this case, the percentage of the service already carried out will be charged. No credit will be given for what the language service provider saves as a result of not doing the work or what he acquired through other use or intentionally neglected to acquire (cf. § 1168 General Civil Law of Austria – ABGB).
5.4. The cancellation of the order already confirmed by the client is subject to a fee and in this case, even if the order was canceled a few minutes after it was placed, the costs incurred (at least 15% of the order amount) must be reimbursed by the client.
5.5. The client bears the risks associated with the transmission of the texts or files to be provided by the client and the receipt of the finished translation. In plain language: If the files sent by the client do not reach the language service provider and this results in a delay in the delivery date or in the client’s receipt of the translation, this is not considered a reason for complaint.
5.6. Unless otherwise agreed, the texts or files provided by the client to the language service provider remain with the language service provider after the translation order has been completed. The language service provider must ensure that these texts or files are stored carefully so that unauthorized persons do not have access to them, the confidentiality obligation is not violated in any way and the texts or files cannot be used in any way in violation of the contract. The client can request deletion at any time.

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 client must reimburse the language service provider for expenses already incurred, e.g. lost time, order processing, research, etc.
6.2. The following are considered force majeure: labor disputes, demonstrations, failure of communications, acts of war, civil war, occurrence of unforeseeable events that demonstrably significantly affect the language service provider’s ability to complete the order as agreed and similar events.

7. Confidentiality/Data Protection

7.1. The language service provider undertakes to maintain confidentiality regarding all of the client’s business matters of which it is aware, in particular business and trade secrets.
7.2. The language service provider is released from its confidentiality obligation towards the contracted vicarious agents it uses.
7.3. The confidentiality remains valid for the life of the language service provider, its employees and legal consequences!
7.4. The language service provider is entitled to process data transmitted to it 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 the client’s information is concerned for communication (e.g. e-mail address, telephone number), the client agrees that these contact details may be processed and stored, as well as messages sent to him for advertising purposes within the meaning of Section 107 of Austrian Law for Telecommunication (TKG) may be sent. This consent can be revoked by the client at any time.
7.6. The client also has the right to request the deletion of his data under the conditions of the Austrian Privacy Policy. However, this right will only be fulfilled if the language service provider has no legal obligation to store the personal data.
7.7. At the request of the client, all data stored about previous orders and the relevant correspondence can also be presented for a fee.

8. Liability for defects (warranty)

8.1. All defects must be adequately explained and proven in writing by the client (error report). This must be done within one week of delivery of the service. The service is then deemed to have been accepted.
8.2. In order to rectify or eliminate defects, the client must grant the language service provider a reasonable period of time and the opportunity to catch up and improve its service. If the defects 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 the appropriate grace period to elapse without correcting the defect, the client can withdraw from the contract (cancellation) or demand a reduction in the remuneration (price reduction). However, in the event of minor defects, there is no right to withdraw from the contract.
8.4. For language services used for printed works, liability for defects only exists if the client expressly states in writing in his order that he intends to publish the text and if proofs are submitted to the language service provider (author’s correction) up to and including that version of the Text after which no further changes are made. In this case, the language service provider must be paid appropriate reimbursement of costs.
8.5. There is no guarantee for the translation of documents that are difficult to read, illegible and/or incomprehensible; The same also applies to checking third-party translations.
8.6. Stylistic improvements or adjustments to specific terminology (particularly industry or company-specific terms), etc. are not considered translation deficiencies.
8.7. No warranty is given for order-specific abbreviations that were not specified or explained by the client when the order was placed.
8.8. The language service provider assumes no liability for the correct reproduction of names and addresses in templates that are not in Latin script. In such cases, the client is recommended to write names and personal names on a special sheet in Latin block letters. If transcribed names are not provided, a fee for the change will be charged subsequently.
8.9. The numbers are only reproduced according to the source text. The client is responsible for converting numbers, measurements, currencies and the like.
8.10. For source texts, originals and the like provided by the client, the language service provider is liable as custodian within the meaning of the General Civil Law of Austria for a period of four weeks after completion of the order, unless these are returned to the client with the delivery. There is no obligation to take out insurance.
8.11. The target texts are transmitted by the language service provider personally, by post or, by arrangement, via remote data transmission (such as e-mail, modem, etc.) in accordance with the current state of the art. However, due to the technical circumstances, the language service provider cannot accept any guarantee or liability for any resulting defects and impairments (such as breach of confidentiality obligations, damage to files, etc.), unless there is at least gross negligence on the part of the language service provider.

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.
9.2. Claims for damages by the client must be asserted within two weeks of receipt of the service, otherwise the assertion is excluded. An extension of the cooperation does not extend this period. The client must provide proof that the damage was due to the language service provider’s fault.
9.3. In the event that the client uses the translation for a purpose other than that stated, the language service provider’s liability is excluded from the title of compensation.

10. Retention of title

10.1. All texts and files provided to the client 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 text or files not included in the order, such as translation memories, terminology databases, parallel texts, software, brochures, catalogs and reports, as well as all texts that cause costs, such as: Literature or scripts remain the intellectual property of the language service provider and are protected by the relevant legal provisions. The distribution and reproduction may only take place with the consent of the language service provider.
10.3. Unless otherwise agreed, translation memories created in the course of one or more orders are the property of the language service provider. If the client requests a handover, this is an additional order that must be remunerated accordingly.
10.4. Unless otherwise agreed, translation memories and terminology databases provided by the client remain the property of the client.

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 have them translated. The client expressly guarantees that he has all rights necessary to carry out the order.
11.2. For translations protected by copyright, i.e. for translations certified under my name, the client must indicate the intended purpose and use it exclusively for this purpose and for his name or for the name that appears on the translation and in the original. The client only acquires those rights that correspond to the stated purpose of the translation. This also means that the customer is not entitled to distribute or sell the translation or editing of this translation or a duplicate/copy/scan or any kind of reproduction or revision of the translation to third parties. In this case, the language service provider has the right to sue the client for copyright infringement.
11.3. For some language services, language service providers, as intellectual creators of the language service, remain the authors of the language service and therefore have the right to be named as the author. Upon full payment of the fee, the client acquires the agreed usage rights to the language service. The name of a language service provider may only be attached to a published text or part of a text if the entire service comes from it unchanged or, if it is changed, after its subsequent consent and generally after the consent of the language service provider.
11.4. The client is obliged to indemnify and hold the language service provider harmless from all claims made by third parties due to violations of copyrights, ancillary copyrights, other industrial property rights or personal rights. This also applies if the client has not specified a intended use or if the translation is used for purposes other than those specified. The language service provider is obliged to notify the client of such claims immediately and, if legal action is taken, to notify him of the dispute. If the client does not join the proceedings as a party to the dispute with the language service provider after the dispute has been announced, the language service provider is entitled to recognize the claim of the plaintiff and to hold itself harmless 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 an appropriate payment on account in advance.
12.3. If collection has been agreed and the translation is not picked up by the client on time, the client’s obligation to pay begins on the agreed day of collection.
12.4. If payment is delayed, the language service provider is entitled to retain any order texts or files (e.g. manuscripts to be translated). In the event of late payment, default interest will be charged at an appropriate rate (8% above the base interest rate) as well as appropriate reminder fees and fees.
12.5. In the event that the payment terms agreed between the client and the language service provider (e.g. payment on account) have not been adhered to, the language service provider is entitled, after prior notification, to stop work on the client’s other orders until the client has received his meets payment obligations. This also applies to orders for which a fixed delivery date has been agreed (see point 5.1.). On the one hand, the associated cessation of work does not give rise to any legal claims for the client, and on the other hand, the language service provider’s rights are not prejudiced in any way

13. Severability clause

13.1. The ineffectiveness of individual provisions of these General Terms and Conditions does not affect the effectiveness of other provisions.
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 closest to the economic intent 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. Verbal agreements are considered void.

15. Applicable Law and Jurisdiction

15.1. The place of performance for all contractual relationships subject to these terms and conditions is the language service provider’s registered office, which is currently located in Vienna.
15.2. The court with jurisdiction at the registered office of the language service provider has local jurisdiction to decide all legal disputes arising from this contractual relationship.
15.3. In the event of disputes regarding contracts concluded in accordance with these General Terms and Conditions, Austrian law applies exclusively.

Source: https://www.expresstranslation.at/allgemeine-geschaeftsbedingungen.html