1. General Principles/Scope of Application
1.1 Any and all legal transactions between the Client and the LSP shall be governed exclusively by these General Terms and Conditions (GTC). The version valid at the time of the conclusion of the contract shall be authoritative. The LSP shall accept orders by the Client only on the basis of the following terms and conditions. The Client expressly acknowledges that the Client has taken legally binding notice of these General Terms and Conditions, so that they have become an integral part of the contract. This shall also apply in the event that the client refers to the Client’s General Terms and Conditions.
1.2 These General Terms and Conditions shall also apply to all future contractual relationships between the Client and the LSP, even if no express reference is made to them.
1.3 Any conflicting general terms and conditions of the Client shall not form part of the contract, unless expressly accepted in writing by the LSP.
2. Scope of Services
2.1 The LSP shall provide the Client with language services, including in particular translation, interpreting (consecutive and simultaneous), written and sign language interpreting, localization of software, dubbing and subtitling, project management as well as the planning and implementation of other services related to the language services or any additional services.
2.2 The LSP undertakes to perform all accepted services to the best of its knowledge, and in accordance with the general rules for LSPs and the principles of economic efficiency. However, the LSP does not guarantee success and assumes no liability for the fact that the services ordered fulfill the purpose desired by the Client. This is the responsibility of the Client.
2.3 The Client undertakes to inform the LSP of the purpose for which the translation will be used, at the time of inquiry and/or submitting the offer, e.g. whether the translation will be used
2.3.1. for a specific target country,
2.3.2. for information purposes only,
2.3.3. for publication and advertising purposes,
2.3.4. for legal purposes or patent procedures,
2.3.5. for any other purpose for which the translation of the texts by the LSP involved is of importance.
2.4 The Client may use the translation only for the purpose specified by the Client. In the event that the Client uses the translation for a purpose other than the agreed purpose, the LSP shall not be liable in any way, even if the service does not correspond to the general rules for LSPs in that case.
2.5 Unless otherwise agreed, the LSP shall deliver translations in single copy in electronic form.
2.6 If the Client wishes to use a certain technology, he must inform the LSP of this and - if this is an application that is not necessarily common for LSPs (e.g. Auto-CAD or web content applications) - allow the LSP access to the desired technology.
2.7 The technical and linguistic accuracy of the source text is the sole responsibility of the Client and will not be checked by the LSP, unless that is expressly agreed upon in writing.
2.8 The LSP has the right to subcontract the order to qualified subcontractors, but in this case the LSP remains a contractual partner of the Client with sole responsibility towards the Client.
2.9 The name of the LSP may be published together with a translation only if the entire text has been translated by the LSP and no changes have been made to the translation without the LSP"s consent.
3. Prices, Side Agreements and Invoicing
3.1 The prices for the respective language services shall be determined in accordance with the rates (price lists) of the LSP applicable to the respective type of service.
3.2 The basis of calculation shall be agreed upon in each case (for example: target text / source text, hourly rate, number of pages, number of lines etc.).
3.3 A cost estimate shall only be considered binding if it has been prepared in writing and after presentation of the documents to be translated. Cost estimates provided in any other form shall always be considered as non-binding guidelines only.
3.4 The cost estimate is prepared to the best of knowledge, but may be subject to change. If, after the order has been placed, costs increase by more than 15%, the LSP shall inform the Client thereof without delay. In the event of unavoidable cost overruns of up to 15%, no separate notification shall be required and these costs may be invoiced without notifying the Client.
3.5 Unless otherwise agreed, order changes or additional orders shall be invoiced at reasonable prices.
3.6 Reasonable surcharges may be charged for express and weekend work, which shall be agreed upon accordingly.
3.7 The LSP is entitled to demand a reasonable down payment for ordered services.
4. Delivery Dates, Performance
4.1 The delivery date shall be agreed between the LSP and the Client. The delivery date is an essential part of the contract accepted by the LSP. If no delivery date has been agreed, the service shall be provided within a reasonable period of time. If the agreed delivery date cannot be met, the LSP must inform the Client immediately and state by what date the service will be provided.
4.2 A prerequisite for meeting the delivery date, especially in the case of a fixed date transaction, is the timely receipt by the LSP of all documents to be provided by the Client (e.g. source texts and all necessary background information), in the file format specified, and, in the case of delivery of partial services or similar agreements and other obligations, compliance with the agreed payment terms by the Client. If the Client does not fulfill its obligation to provide documents and pay on time, the delivery deadline shall be extended accordingly by the amount of time by which the Client was late in providing the required documents. In the case of a fixed date transaction, it is up to the LSP to assess whether the agreed delivery date can be met even if the Client fails to provide the documents on time. If this results in surcharges for express and weekend work, the LSP must inform the Client of this immediately. If the Client cannot be reached, these surcharges shall apply if they are necessary to meet the fixed deadline.
4.3 If the agreed service is not performed for reasons for which the Client is responsible, e.g. because the Client does not provide the documents to the LSP or does not provide them on time or violates its obligation to cooperate, the LSP is entitled to a cancellation fee in the amount of 50% of the order value of the agreed service or partial service; the cancellation fee is not subject to judicial mitigation.
4.4 The risks associated with the transmission of the documents to be provided by the Client shall be borne by the Client; the risks associated with the transmission of the service shall be borne by the LSP.
4.5 Unless otherwise agreed, the documents provided by the Client to the LSP shall remain with the LSP after completion of the translation assignment. The LSP shall ensure that these documents are carefully stored so that unauthorized persons do not have access to them, the confidentiality obligation is not violated and the documents cannot be used in violation of the contract.
5. Force Majeure
5.1 In the event of force majeure, the LSP shall notify the Client immediately. Force majeure entitles both the LSP and the Client to withdraw from the contract. However, the Client shall compensate the LSP for any expenses already incurred or services already rendered.
5.2 Force majeure is considered to be: labor disputes, acts of war, civil war, occurrence of unforeseeable events that demonstrably and decisively affect the LSP"s ability to complete the assignment as agreed, and similar occurrences.
6. Confidentiality and Data Protection
6.1 The LSP shall keep confidential any and all business matters of the Client that come to the LSP’s knowledge, including without limitation business and trade secrets.
6.2 The LSP shall be released from the obligation to maintain secrecy vis-à-vis any subcontractors. The LSP shall, however, transfer the confidentiality obligation to its subcontractors and shall be liable for their breach of the confidentiality obligation as for its own breach.
6.3 The secrecy obligation is limited to 5 years after termination of the contractual relationship.
6.4 The LSP shall be entitled to process data transmitted or otherwise entrusted to the LSP within the scope of the contractual relationship and to store such data even after the end of the contractual relationship if such storage or processing is necessary for the fulfillment of the contractual obligations or due to statutory provisions (e.g. storing of data for invoicing). After expiry of this period, the LSP shall delete the respective data.
6.5 Insofar as the Client"s communication details are concerned (e.g. e-mail address, telephone number), the Client agrees that these contact details may be processed and stored and that messages may also be sent to the Client for advertising purposes within the meaning of Section 107 of the Austrian Telecommunications Act (TKG). This consent may be revoked by the Client at any time.
6.6 The client also has the right, under the conditions of the provisions of the DSG, to demand the deletion of his data. However, this right shall only be complied with if the LSP has no legal obligation to store the personal data.
7. Liability for Errors (Warranty)
7.1 Any errors that might occur in the translation must be explained and proven by the customer in writing in a sufficient form. This must be done within one week after delivery of the service.
7.2 The LSP shall be granted a reasonable period of time and the opportunity to remedy and improve the respective product in order to rectify or eliminate the errors. If the errors are remedied by the LSP within the reasonable period of time, the Client shall not be entitled to a price reduction.
7.3 If the LSP fails to correct the errors within a reasonable period of time, the Client may withdraw from the contract (cancellation) or demand a price reduction. In the case of minor errors defects, however, there is no right to withdraw from the contract.
7.4 Warranty claims do not entitle the Client to withhold the entire invoice amount, but only an appropriate part of it; in such a case, the Client also waives the possibility of offsetting the claims.
7.5 For translations used for printed works, liability for errors shall only exist if 1) the Client expressly states in writing, when placing the order, that the translation is intended to be published, and 2) proofs (author’s corrections) are submitted to the LSP until a version of the text is produced that needs no further changes. In this case, the LSP shall be paid a reasonable compensation for the costs.
7.6 The LSP gives no warranty for the translation of difficult to read, illegible or incomprehensible originals; the same applies to reviews of foreign translations.
7.7 Stylistic improvements or adjustments of specific terminology (in particular industry or company-specific terminology) etc. shall not be deemed to be a translation error.
7.8 The LSP gives no warranty for abbreviations specific to the order which were not specified or explained by the Client when the order was placed.
7.9 The LSP shall not be liable for the correct reproduction of names and addresses in documents that are not in Latin script. In such cases, the client is advised to write the names and proper names on a special sheet of paper in Latin block letters.
7.10 Any numbers in the source text shall be reproduced in the translation without an alteration. The client is responsible for the conversion of numbers, measurements, currencies and the like.
7.11 As a depository within the meaning of the Austrian General Civil Code, The LSP shall be liable for source texts, originals and the like provided by the Client for a period of four weeks after completion of the order, unless the said documents are returned to the Client together with the translation. The LSP is not obligated to take out insurance. Point 5.4 shall apply mutatis mutandis to reimbursement.
7.12 The transmission of target texts by means of data transfer (such as e-mail, modem, etc.) shall be carried out by the LSP in accordance with the current state of the art. Due to the technical circumstances, however, no guarantee or liability can be assumed by the LSP for any defects and impairments arising in the process (such as breach of confidentiality obligations, damage to files, etc.), unless there is at least gross negligence on the part of the LSP.
8.1 8.1 Any and all claims for damages against the LSP shall be limited to the amount of the invoice (net), unless otherwise required by law. Excluded from this limitation of damages are cases in which the damage was caused by gross negligence or intent on the part of the LSP or for damages to persons under the Product Liability Act, which were demonstrably caused by a faulty translation.
8.2 Any claims for damages by the Client must be asserted in court within six months of knowledge of the damage and the damaging party, but no later than 12 months after fulfillment of the respective service contract; otherwise, the assertion of claims is excluded. A continuing cooperation between the Client and the LSP does not extend this period in each individual case. The Client must provide evidence that the damage was caused by the fault of the LSP.
8.3 In the event that the translation is used by the Client for a purpose other than the one communicated to the LSP, the LSP shall not be liable for damages.
9. Retention of Title
9.1 All documents provided to the Client in connection with the order shall remain the property of the LSP until all claims arising from the contract have been fully paid by the Client.
9.2 Any kind of documents not included in the order, such as translation memories, terminology databases, parallel texts, software, brochures, catalogs and reports, as well as all cost-generating documents such as literature or scripts, remain the intellectual property of the LSP and are protected by the relevant legal provisions. They may only be passed on and reproduced with the consent of the LSP.
9.3 Unless otherwise agreed, translation memories created in the course of one or more orders are the property of the LSP. If the client wishes to have a translation memory handed over, this is an additional order and must be paid for accordingly.
9.4 Unless otherwise agreed, translation memories and terminology databases provided by the Client shall remain the property of the Client.
10.1 The LSP is not obliged to examine whether the Client has the right to translate the source texts or have them translated. The Client expressly warrants that he holds all rights necessary for the execution of the order.
10.2 In the case of translations protected by copyright, the Client shall state the intended use of the translation. The client acquires only those rights that correspond to the stated purpose of the translation.
10.3 In some cases, the LSP as the intellectual creator of the language service shall remain the author of the same and shall therefore be entitled to be named as the author. Upon full payment of the translation fee, the Client shall acquire the respective rights of use in respect to the language service product. The name of the LSP may only be added to a published text or part of a published text if the entire language service product as delivered by the LSP remains unchanged or, in the case of changes, after the LSP"s subsequent consent.
10.4 The client is obligated to indemnify and hold the LSP harmless against all claims made by third parties arising from violations of copyrights, ancillary copyrights, other industrial property rights or personal rights. This shall also apply if the Client has not specified the intended use of the translation or if the translation is used for purposes other than those specified. The LSP shall notify the Client of such claims without delay and, in the event of legal action, notify the Client of the dispute. If the Client refuses to join the proceedings as a party to the dispute on the part of the LSP, the LSP shall be entitled to acknowledge the claim of the plaintiff and to indemnify the Client without regard to the legitimacy of the acknowledged claim.
11.1 Unless otherwise agreed, payment shall be made upon delivery of the language service and invoicing.
11.2 The LSP is entitled to demand a reasonable down payment.
11.3 If collection has been agreed upon and the translation is not collected by the Client in a timely manner, the Client"s obligation to pay shall commence on the agreed date for collection.
11.4 In the event of late payment, the LSP shall be entitled to retain any order documents provided (e.g. manuscripts to be translated). In the event of late payment, interest on arrears at a reasonable rate (8% above the base interest rate) and reasonable reminder fees will be charged.
11.5 In the event of non-compliance with the payment terms agreed between the Client and the LSP (e.g. down payment), the LSP shall be entitled to suspend work on the Client"s other orders with the LSP, after prior notification, until full payment of all obligations by the Client. This also applies to orders for which a fixed delivery date has been agreed (see point 5.1.). The Client shall not be entitled to any legal claims as a result of the suspension of work, and the LSP"s rights shall not be prejudiced in any way.
12.1 The invalidity of individual provisions of these Terms and Conditions shall not affect the validity of the remaining provisions hereof.
12.2 Should a clause be or become invalid or unenforceable, both parties undertake to replace it with a legally permissible, valid and enforceable clause that comes as close as possible to the economic intention of the original provision.
13. Written Form
13.1 Any and all amendments, supplements to these General Terms and Conditions and other agreements between the Client and the LSP shall only be valid if made in writing.
14. Applicable Law and Place of Jurisdiction
14.1 The place of performance for all contractual relationships subject to these Terms and Conditions is the registered office of the LSP.
14.2 The court having subject-matter jurisdiction at the registered office of the LSP shall have local jurisdiction to decide all legal disputes arising from this contractual relationship.
14.3 Austrian law shall apply, with the exception of the reference provisions and the United Nations Convention on Contracts for the International Sale of Goods.