General Terms and Conditions of ad hoc Dolmetscher & Übersetzungen - Interpreters & Translations GmbH
1. Scope of performance
1.1 Unless otherwise agreed in writing, these General Terms and Conditions shall govern all present and future contracts between a client (the customer) and ad hoc GmbH (the service provider) for written translations as well as all other written text-based services (e.g. editing, post-editing, transcripts etc.).
1.2 The service provider shall carry out all assignments entrusted to it to the best of its ability and in accordance with the principles of sound financial management.
1.3 The client shall inform the service provider of the intended use of the translation during the quotation process, i.e. whether the translation is required either:
a) for a particular destination country
b) for informational purposes only
c) for publishing and advertising
d) for use in a legal context or in patent proceedings
e) or for any other purposes which make it important that the translator concerned translate the texts in a particular way or style.
1.4 The client may only use the translation for the specified purpose. In the event that the client uses the translation for a purpose other than the agreed purpose, the client shall have no right whatsoever to claim compensation from the service provider.
1.5 Unless otherwise agreed, the service provider shall deliver translations in single copy via e-mail.
1.6 If the client requires the use of specific terminology, the client shall make this clear at the time the order is placed while simultaneously furnishing all necessary materials and documentation.
1.7 The technical and linguistic accuracy of the source text is the exclusive responsibility of the client.
1.8 The service provider shall be entitled to assign orders to equally qualified third parties while remaining the client’s exclusive contractual partner.
1.9 The name of the service provider may only be added to a published translation if the entire text was translated by the service provider and no changes were made to the translation by a third party or if such mentioning of the name has been explicitly authorise by the service provider.
1.10 Unless otherwise agreed the provisions of ÖNORM EN 15038 shall apply with respect to formal requirements.
2. Fees and invoicing
2.1 Translation fees are based on the rates (price list) of the service provider which apply to the respective type of translation.
2.2 Translations are charged according to the agreed criteria (for example: target text, source text, hourly rate, number of pages, number of lines). For standard line calculation standard lines are defined as including 55 characters and spaces independently of the actual format on paper.
2.3 If a binding cost estimate has been submitted, it shall only be valid if given in writing and after provision of the source documents. Cost estimates based on standard lines of the source text may differ substantially from the final price due to the differences in length between individual language versions. Such deviations need not be separately notified to the client. In general prices are calculated on the basis of the respectively longer language version.
Cost estimates established in a different way are completely non-binding. Cost estimates are drawn up to the best of knowledge, however, it is not possible to guarantee their correctness. If an increase in the cost is unavoidable after the placement of the order, the service provider need not notify the client specifically and these fees may be charged accordingly.
2.4 Quotes given as a flat rate cover exclusively the texts in MSWord or texts that can be converted into MSWord using Adobe Acrobat. Not included are texts in images or footnotes.
2.5 Unless otherwise agreed, the service provider shall be entitled to charge reasonable prices for changes of the order and additional orders.
2.6 Stability of value of all initial and additional claims is agreed. The basis for calculation is the CPI which is published monthly by the Austrian Central Statistical Office, or an index replacing the CPI. The index published for the month of the placement of the order shall serve as the reference index. Deviations in the index (upward or downward) of up to 2.5% are not taken into account. If the deviation exceeds 2.5% a new margin must be calculated, using the first index figure outside the current margin of deviation as the new reference index for calculating both the outstanding claims and the new margin. Collective agreement wage and salary increases or decreases also entitle the service provider to the corresponding subsequent price correction.
2.7 Unless otherwise agreed, a reasonable price may be charged for the proof-reading of third-party translations.
2.8 For express orders and orders to be finished over the weekend reasonable surcharges may apply without extra agreement.
2.9 Repetitions of identical or similar paragraphs etc. have no influence on the price calculation, i.e. translations for which no flat price has been agreed shall be billed based on the number of characters as specified in MSWord. To avoid any multiple billing of identical paragraphs etc. the client shall clearly specify this much in the order and shall highlight such identical passages prior to transmitting the source text. These paragraphs etc. will then not be translated more so that the client can then proceed with substitutions by drag&drop. This, however, shall not be possible for certified translations where the entire text will be translated, certified, and billed.
2.10 The orderer shall remain liable for the due payment of invoices even if such invoices are issued to third parties at the orderer’s request. Invoices can be issued to third parties (e.g.clients of the orderer’s) at the orderer’s request to the address disclosed by it, but the orderer shall remain liable for payment. However, if such invoices are not paid by such hird party within two months from issue, the invoice will be re-issued to the orderer who will be liable for payments. Any deadlines etc.shall apply as from the date of the first issue to the third party. The orderer shall also be liable for any other invoice-related issues.
3. Delivery
3.1 With respect to the term of delivery of the translation the respective agreement between the client and the service provider shall be decisive. If the delivery date is of essential importance to the order accepted by the service provider, the client shall explicitly inform the service provider thereof in advance.
A precondition for adherence to the stipulated delivery deadline is the prompt submission of all documentation required in the agreed scope (e.g. source texts and all necessary background information) as well as compliance with the stipulated terms of payment and other obligations by the client. This shall in particular also apply to basic additional information without which the translation cannot be duly placed (e.g. information on whether a translation needs to be certified or not). If these preconditions are not fulfilled in time, the delivery period shall be extended accordingly by the delay in the provision of the necessary documents by the client to the service provider; in case of a fixed term contract, it is for the service provider to assess whether the agreed delivery deadline can be kept due to the late provision of documents by the client.
3.2 The risks arising from the delivery (transmission) will be borne by the client.
3.3 Unless otherwise agreed, the materials provided to the service provider by the client shall remain with the service provider upon completion of the translation. The service provider must ensure that these documents are stored carefully so that they cannot be accessed by unauthorized parties, the obligation to maintain secrecy is not breached and the documents cannot be used contrary to the agreed terms.
3.4. If the client cancels an already confirmed order or if the contractor is forced to cancel a confirmed order due to the late payment of the advance payment by the client, a cancellation rate of 100% of the calculated final invoice amount plus 20% VAT shall apply.
3.5. If the agreed delivery deadline has been specified as a specific number of business days, the first business day to qualify shall commence at 0.00 the business day following the day on which the order has been received. The last business day to qualify shall be the business day preceding the day of delivery.
4. Force Majeure
4.1 The service provider shall inform the client immediately upon the occurrence of an event of force majeure. Force majeure entitles both the service provider and the client to cancel the agreement. However, the client shall indemnify the service provider for any expenses incurred and services rendered.
4.2 Events of force majeure shall include but not be limited to: labour disputes; acts of war; civil war; occurrence of unforeseeable obstacles which decisively impair the service provider‘s ability to carry out the order as agreed.
5. Liability for errors/deficiencies (Warranty)
5.1 The client shall explain in writing any errors in reasonable detail and provide evidence thereof (error log) within 3 days from the delivery of the translation by the service provider. Any late claim shall be null and void.
5.2 The client shall grant the service provider a reasonable period and an opportunity to rectify and improve the translation. If the service provider rectifies the errors within the reasonable period of time granted to it, the client shall not be entitled to any reduction in the price.
5.3 If the service provider fails to rectify the error within the reasonable period of time granted to it, the client may rescind the contract or demand a reduction in the price. In case of minor errors, the right of rescission or to a price reduction shall be excluded.
5.4 Warranty claims shall not entitle the client to retain the entire invoice amount, but only a reasonable portion of it; in this case, the client rules out the possibility of offsetting claims.
5.5 If it is intended that the translation be used in printed works, the service provider shall only be liable for errors if, in their order, the client explicitly states that they intend to publish the text and if the service provider is provided with the proofs (correction by the author) including that version of the text to which no more changes will be made. In such a case, the service provider shall be paid adequate cost compensation.
5.6 No liability for errors is assumed for translation of originals which are difficult to read, illegible or incomprehensible. This shall also apply to proof-reading of translations.
5.7 Improvements in style or harmonisation of specific terminology (in particular of terms which are typical of a particular industry or of a business enterprise, etc.) will not be recognised as errors in the translation.
5.8 No liability for errors exists for abbreviations which are specific to the order and were not defined by the client at the time the order was placed.
5.9 The service provider shall not be liable for the correct transcription of names and addresses in case of originals which are not written in Latin alphabet. In such a case, the client is recommended to spell names on a separate sheet in capital Latin letters.
5.10 Numbers will only be stated according to the source text. The client is responsible for the conversion of numbers, measurements, currencies or the like.
5.11 Unless they are returned together with the translation, the service provider shall be liable for source texts, originals and the like provided by the client as a custodian within the meaning of the Austrian General Civil Code (ABGB) for a period of four weeks after completion of the order. The service provider shall not be obliged to take out insurance for that purpose. With respect to returning the documents, section 3.3 shall apply accordingly.
5.12 The transmission of target texts by data transfer (such as e-mail, modem etc.) shall be carried out by the service provider in accordance with the latest technological standards. However, the service provider cannot be held liable for any errors or impairments caused in the transmission (e.g. virus transmission, violation of secrecy obligations, damage to files) due to technical conditions, unless in the case of gross negligence by the service provider.
5.13. With respect to translations by court certified translators ad hoc GmbH is entitled to decide at its own discretion to have any customer claims directed directly against the respective sub-contractor. ad hoc GmbH only acts as broker. No special approval by the customer is required, such approval is rather given already upon placement of the order.
6. Compensation for damages
6.1 Unless otherwise provided by law, all claims for damages against the service provider shall be limited to the (net) amount invoiced.
7. Reservation of proprietary rights
7.1 All documents of the assignment that were submitted to the client shall remain the property of the service provider until all liabilities arising from the contract are settled.
7.2 Any kind of documentation that does not constitute a part of the assignment, such as parallel texts, software, leaflets, catalogues and reports as well as any documents entailing costs, such as literature or scripts shall remain the intellectual property of the service provider and under the protection of the relevant statutory provisions.
7.3 The transfer and duplication of documents shall only be permitted upon consent on the part of the service provider.
7.4 Unless otherwise agreed, translation memories created during the execution of one or more assignments shall be the property of the contractor.
7.5 Unless otherwise agreed, translation memories provided by the client shall remain the property of the client.
8. Copyright
8.1 The service provider shall not be obliged to check whether the client is entitled to translate or have the source texts translated. The client expressly represents that they hold all those rights which are required for performance of the order.
8.2 The client shall make known the purposes for which a translation is to be used if the translation is protected by copyright laws. The client shall acquire only those rights that correspond to the stated purpose of the translation.
8.3 The client shall be obliged to indemnify and hold harmless the service provider against any and all claims asserted by third parties on the grounds of infringement of copyrights, rights related to copyrights, other industrial property rights or personal rights. This shall also apply if the client fails to inform the service provider about the intended use and/or uses the translation for purposes other than the purpose indicated. The service provider undertakes to immediately notify the client of such claims and in the case of legal action the service provider shall give the client notice of intervention. If upon notification of intervention the client fails to join the proceedings as the service provider's joint litigant, the service provider shall be entitled to accept the claim of the plaintiff and to recover its loss from the client irrespective of whether the claim accepted was lawful or not.
9. Data processing, data protection, data storage
9.1 By requesting a quote or placing an order the customer explicitly and irrevocably consents to the storage and use of his/her personal data as well as the personal data of any other person provided to ad hoc by the customer in relation with the specific inquiry or contract including for any purposes not yet known at the time the inquiry is made and/or the order is placed. The customer likewise agrees to the storage of the texts provided by him/her during the period defined by law for the purpose of official audits (currently 7 years for tax audits by the finance authorities). These consents will remain in force even in the event of any change/amendment of/to data protection legislation of any kind and scope whatsoever. Likewise they shall also apply to all successive inquiries/orders/contracts placed by the customer in his/her own name or on behalf/as organ of a third party and/or in which he/she is involved.
10. Payment
10.1 Unless otherwise agreed, payment shall be effected at the time the translation is delivered to the client and after invoicing. The service provider shall be entitled to demand a reasonable advance deposit. If it has been agreed that the client will collect the translation and if they fail to do so in time, the client's payment obligation shall commence as of the agreed day the translation is made available for collection.
10.2 In the case of default in payment, the service provider shall be entitled to retain the documents provided (e.g. manuscripts to be translated). In the case of default in payment, an appropriate rate of default interest will be charged.
10.3 If the terms of payment (e.g. advance deposit) agreed between the client and the service provider are not complied with, the service provider shall be entitled to suspend work on the orders placed with it until the client fulfils his payment obligations. This shall also apply to orders with fixed delivery dates (see section 3.1). Suspension of work shall not entitle the client to any legal claims; and the service provider shall in no way be prejudiced in its rights.
11. Obligation to Maintain Secrecy
The service provider shall be obliged to maintain secrecy and take the necessary precautions to ensure the confidentiality of any sub-contractors.
12. Severability clause
The invalidity of individual provisions of these Terms and Conditions shall not affect the validity of the remaining provisions. If a clause is or becomes invalid or unenforceable, both parties shall undertake to replace this clause with a legally permissible, effective and enforceable clause that comes closest to the economic purpose of the clause to be replaced.
13. Written form
Any changes, additions to these General Terms and Conditions and other agreements between the client and service provider must be made in writing.
14. Applicable Law and Place of Jurisdiction
The place of performance for all contractual relationships which are governed by these General Terms and Conditions is the registered office of the service provider. Any dispute arising from the contractual relationship shall be settled by the court of competent jurisdiction for the registered office of the service provider.
Austrian law shall apply with the exception of the principles on conflicts of law and the United Nations Convention on Contracts for the International Sale of Goods (UN-Kaufrecht).
Vienna, 1st June 2021