1. Definitions and Interpretation
In this Agreement, unless the context otherwise requires, the following expressions shall be given the following meanings:
Agreement means these standard terms of business.
Assignment means the period during which a Translator performs services or carries out work for or on behalf of the Client or as otherwise agreed between the Client and the Translator, commencing at the time the Translator first starts such work and services and ending upon the cessation by the Translator of all such work and services.
Client means the Party commissioning a Translation in the normal course of business.
Confidential Material means any sensitive or private information with regard to the Client or their business.
Source Material means any text or other medium provided by the Client to the Translator and which contains a communication which has to be translated, and may comprise text, sound and/or images.
Translator means the Party providing a Translation in the normal course of business. The Translator shall normally be the creator of a Translation unless the Client has been explicitly informed that the Translation Task will be subcontracted, or the Translator customarily trades as an intermediary.
Translation Task means the preparation of a Translation or any other translation-related task such as revising, editing, etc., which calls upon the translation skills of a Translator, but not copywriting or adaptation.
Translation means the commissioned work produced by the Translator.
Third Party means any party who is not a party to this Agreement.
In this Agreement, unless the context otherwise requires:
· Words in the singular shall include the plural and vice versa.
· No part of any numbered clause shall be read separately from any other part.
· Clause headings are provided for convenience of reading only and shall be ignored for the purposes of ascertaining meaning.
· A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
· References to a “Party” or the “Parties” means the parties to this Agreement. Such Parties may be natural or legal persons, including, for example, private individuals, associations, partnerships, economic interest groupings or corporate entities.
· Any words following the terms “including”, “include”, “in particular”, “for example” or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
2. Copyright in Source Material, and Translation Rights
2.1 The Translator accepts a Translation Task from the Client on the understanding that performance of the Translation Task will not infringe any Third Party rights. Accordingly the Client warrants to the Translator that:
1) the Client has full right and authority to enter into this Agreement, having acquired the right and licence to translate and publish the Source Material; and
2) the Source Material does not infringe the copyright or any other right of any person;
2.2 The Client shall indemnify the Translator against any loss, injury or damage (including legal costs and expenses and compensation paid by the Translator to compromise or settle any claim) which the Translator suffers as a consequence of any breach or alleged breach of any of the above warranties or as a consequence of any claim that the Source Material contains anything objectionable, libellous, blasphemous or obscene or which constitutes an infringement of copyright or of any other rights of any Third Party.
3. Fees: (binding) Quotations and (non-binding) Estimates
3.1 In the absence of any specific agreement, the fee to be charged shall be determined by the Translator on the basis of the Client’s description of the Source Material, the purpose of the Translation and any instructions given by the Client.
3.2 No fixed quotation shall be given by the Translator until he/she has seen or heard all the Source Material and has received clear and complete instructions in writing from the Client.
3.3 Where VAT is chargeable it will be charged in addition to the quoted fee if the Translator is VAT registered.
3.4 Any fee quoted, estimated or agreed by the Translator on the basis of the Client’s description of the Translation Task may be subject to amendment by agreement between the Parties if, in the Translator’s opinion on having seen or heard the Source Material, that description is materially inadequate or inaccurate.
3.5 Any fee agreed for a Translation which is found to present latent special difficulties of which neither party could be reasonably aware at the time of offer and acceptance shall be renegotiated, always provided that the circumstances are made known to the other Party as soon as reasonably practical after they become apparent.
3.6 An estimate shall not be considered contractually binding, but given for guidance or information only.
3.7 Subject to clause 3.2 above, a binding quotation once given after the Translator has seen or heard all the Source Material shall remain valid for a period of thirty (30) days from the date on which it was given, after which time it may be subject to revision.
3.8 Costs of delivery of the Translation shall normally be borne by the Translator. Where delivery requested by the Client involves expenditure greater than the cost normally incurred for delivery (for example, courier and/or recorded or special delivery), the additional cost shall be chargeable to the Client. If the additional cost is incurred as a result of action or inaction by the Translator, it shall not be borne by the Client, unless otherwise agreed.
3.9 Other supplementary charges, for example those arising from:
· discontinuous text, complicated layout or other forms of layout or presentation requiring additional time or resources, and/or
· poorly legible copy or poorly audible sound media, and/or
· terminological research, and/or
· priority work or work outside normal office hours in order to meet the Client’s deadline or other requirements, may also be charged.
The nature of such charges shall be agreed in advance.
3.10 If any changes are made in the text or the Client’s requirements at any time while the Translation Task is in progress, the Translator’s fee, any applicable supplementary charges and the terms of delivery shall be adjusted in respect of the additional work.
4.1 Any delivery date or dates agreed between the Translator and the Client shall become binding only after the Translator has seen or heard all of the Source Material to be translated and has received complete instructions in writing from the Client.
4.2 The date of delivery shall not be of the essence unless specifically agreed in writing.
5.1 Payment in full to the Translator shall be effected no later than thirty (30) days from the date of invoice by the method of payment specified.
5.2 For long Assignments or texts, the Translator may request an initial payment and periodic partial payments on terms to be agreed.
5.3 Settlement of any invoice, part-invoice or other payment shall be made by the due date agreed between the Parties or in the absence of such agreement within the period stipulated in clause 5.1.
5.4 Where delivery is in instalments and notice has been given that an interim payment is overdue, the Translator shall have the right to stop working on the Translation Task at hand until the outstanding payment is made or other terms agreed.
5.5 Any payment that is not made before the due date shall bear interest at the rate of three per cent (3%) above the base rate of the National Bank of Austria (Österreichische Nationalbank) from time to time calculated on a daily basis from the date when such payment fell due until the date of payment.
5.6 This action shall be without prejudice to any sums due and without any liability whatsoever to the Client or any Third Party.
6. Subscriptions (Blog Packages)
6.1. Single payment for 3, 6 or 12 months: as soon as the Client has registered for a blog package, received a confirmation and chosen the one-off payment option, the membership will begin and the Translator will bill the Client’s PayPal account the fee stated at the time of purchase.
6.2. Monthly payment: every month we will bill the Client’s PayPal account the fee stated at the time of purchase. As soon as the Client has registered for a blog package, received a confirmation and chosen the monthly payment option, the membership will begin.
6.3. Renewal of subscriptions: all blog packages are valid for the indicated time period (3, 6 or 12 months). Subscriptions end automatically after the chosen time period. The Client can renew their subscription any time by contacting firstname.lastname@example.org. The price is subject to change, but the Translator will always notify the Client beforehand.
6.4. Cancellation and Trial Period: cancellations can be made during the first month of the subscription (the trial period). If the subscription is cancelled during the first month, the Client will only be charged the first month of service in accordance with the monthly fee stated in their chosen package. In case of single payment for 3, 6 or 12 months the Client will be reimbursed for the remaining 2, 5 or 11 months. After the expiration of your 1-month trial, and bar exceptional circumstances, the subscription cannot be terminated early and will end automatically after the chosen time period. Exceptional circumstances include discontinuation of the blog or website to translate and circumstances wholly beyond the control of the Client.
7. Copyright in Translations
7.1 In the absence of a specific written agreement to the contrary, copyright in the Translation remains the property of the Translator until payment of the agreed fee in full.
7.2 Where the Translator assigns the copyright to the Translation and the Translation is subsequently printed for distribution, the Client shall acknowledge the Translator’s work in the same weight and style of type as used for acknowledgement of the printer and/or others involved in production of the finished document, by the following statement: "(English or other) Translation by (Translator’s name)", as appropriate to the particular case.
7.3 If a Translation is in any way amended or altered without the written permission of the Translator, he/she shall not be in any way liable for amendments made or their consequences.
8. Confidentiality and Safe-keeping of the Client’s Documents
8.1 No documents for Translation shall be deemed to be confidential unless this is expressly stated by the Client.
8.2 However the Translator shall at all times exercise due discretion in respect of disclosure to any Third Party of any information contained in the Client’s Source Material or Translations thereof without the express authorisation of the Client.
8.3 Notwithstanding clause 8.2, the Parties agree that a Third Party may be consulted over specific translation terminology queries in relation to the Source Material.
9. Cancellation and Frustration
9.1 If a Translation Task is commissioned and subsequently cancelled, reduced in scope or frustrated by an act or omission on the part of the Client or any Third Party, the Client shall except in the circumstances described in clause 9.4 pay the Translator the full fee unless otherwise agreed in advance.
9.2 The work completed shall be made available to the Client.
9.3 If a Client goes into liquidation (other than voluntary liquidation for the purposes of reconstruction), or has a receiver appointed or becomes insolvent, bankrupt or enters into any arrangement with creditors the Translator shall have the right to terminate a contract.
9.4 Neither the Translator nor the Client shall be liable to the other or any Third Party for consequences which are the result of circumstances wholly beyond the control of either Party.
9.5 The Translator shall notify the Client as soon as is reasonably practical of any circumstances likely to prejudice the Translator’s ability to comply with the terms of the Client’s order, and assist the Client as far as reasonably practical to identify an alternative solution.
10. Complaints and Disputes
10.1 Failure by the Translator to meet agreed order requirements or to provide a Translation which is fit for its stated purpose shall entitle the Client to:
1) reduce, with the Translator’s consent, the fee payable for work done by a sum equal to the reasonable cost necessary to remedy the deficiencies, and/or
2) cancel any further instalments of work being undertaken by the Translator. Such entitlement shall only apply after the Translator has been given one opportunity to bring the work up to the required standard.
10.2 The entitlement referred to in clause 10.1, shall not apply unless the Translator has been notified in writing of all alleged defects.
10.3 Any complaint in connection with a Translation Task shall be notified to the Translator by the Client (or vice-versa) within one month of the date of delivery of the Translation.
10.4 If a dispute cannot be resolved amicably between the Parties, or if either Party refuses to accept arbitration, the Parties shall be subject to the exclusive jurisdiction of the Courts of Austria. In any event this Agreement shall be construed in accordance with Austrian law.
11. Responsibility and Liability
11.1 The Translation Task shall be carried out by the Translator using reasonable skill and care. The Translator, its agents, contractors and employers do not guarantee that the services will be uninterrupted or free from error.
11.2 Time and expense permitting, the Translator shall use his or her reasonable commercial endeavours to do the work to the best of his or her ability, knowledge and belief, and consulting such authorities as are reasonably available to him/her at the time.
11.3 Subject to clause 11.4, a Translation shall be fit for its stated purpose and target readership, and the level of quality specified.
11.4 Unless specified otherwise, Translations shall be deemed to be of "for information" quality only.
11.5 Nothing in this Agreement shall be construed as seeking to restrict a Party’s liability for personal injury or death arising from its own negligence.
11.6 Subject to clause 11.5, the liability of the Translator under or in respect of this Agreement, whether in tort, contract or otherwise, shall be limited to the cost of the Translation Task being undertaken when the liability arises.
11.7 Neither Party shall be liable to the other in respect of any consequential or indirect loss whatsoever.
12. Applicability and Integrity
12.1 This Agreement shall come into effect either (1) when the Client signs the Agreement; or (2) when the Client commences delivery of the Source Material; or (3) when the Translator provides any services under the Agreement, whichever is the earlier.
12.2 This Agreement may be subject to any detailed requirements or variants expressly specified in the order relating to a particular Translation Task.
12.3 No waiver of any breach of any condition in this Agreement shall be considered as a waiver of any subsequent breach of the same or any other provision.