General terms and condition

1 Scope of services

1.1 In the absence of any other written agreement to the contrary, the following terms and conditions shall apply to the scope of services.
1.2 The client undertakes to disclose the purpose of the text or translation at the time it requests the contractor (Lisbeth Wild) to provide a quote or no later than at the time an order is placed, for example, if the text is
1.2.1 for the media, publication, and/or advertising/promotional purposes,
1.2.2 for any other purpose requiring the copywriter or translator to take particular aspects of the text into consideration, or
1.2.3 if the translation is intended for a specific target country.
1.3 In the event that the client chooses to use the text or translation for any purpose other than that stipulated at the time the order was placed and for which it was delivered, the client waives its right to claim any compensation for damages from the contractor.
1.4 If the client does not disclose the purpose of the text or translation to the contractor, the contractor shall execute the translation to the best of its knowledge and ability as if it were for information only (see item 1.2 hereinabove).
1.5 If the client requires the use of specific terminology, the client undertakes to inform the contractor thereof at the time the quote is submitted or the order is placed and shall provide the necessary documentation at this time.
1.6 The client shall bear sole responsibility for the technical accuracy of the source text and for any linguistic ambiguities or inconsistencies contained therein.
1.7 The contractor shall have the right to subcontract the order to a subcontractor with equivalent qualifications. In this case, however, the contractor remains the client’s sole contractual partner.
1.8 The contractor’s name may appear in the credits of a published translation only if the contractor has written or translated the entire text, and no changes to the text have been made without the contractor’s prior review and approval.

2 Pricing

2.1 The fees for texts or translations shall be determined according to the contractor’s rates that shall be applied to each specific type of text or translation. The stipulated accounting unit (e.g., hourly rate; standard lines, words, etc.) shall be the basis for the contractor’s invoice.
2.2 A cost estimate shall be considered binding only if it was submitted to the client in written form and based on the complete briefing or the actual documents to be translated provided by the client. Any other cost estimate shall be deemed exclusively as a non-binding, approximate calculation.
2.3 Cost estimates shall be prepared based on the contractor’s expert assessment and historic data. However, no guarantee can be made as to the actual costs that will ultimately be incurred by the client. If after an order is placed the cost of a translation increases by more than 10%, the contractor shall immediately inform the client thereof. If unavoidable cost overruns of not more than 10% are incurred, a separate notification is not required, and these costs may be invoiced to the client without further ado based on the actual expense incurred.
2.4 Cost estimates that are provided without an opportunity to examine the full briefing or the documents to be translated are for convenience only and are not guaranteed in any way. Sentences 3 and 4 of item 2.3 shall not apply to cost estimates of this kind. If the contractor does not issue a new cost estimate, the client undertakes to pay the actual cost of the text or translation in accordance with item 2.1.
2.5 In the absence of any agreement to the contrary, changes to the scope of the order or additional orders shall be invoiced commensurately in accordance with the contractor’s fee schedule.

3 Delivery

3.1 Agreement in written form by both contracting parties regarding the deadline for delivery shall prevail over any other agreement. If the delivery deadline is an integral component of the order accepted by the contractor and the client is not prepared to accept a delayed delivery, the client must explicitly disclose this fact when the order is placed.
3.2 The prerequisites for compliance with the agreed delivery deadline are the timely receipt of all documentation to be provided by the client, adherence to the agreed payment terms, and any other client obligations that have been agreed between the contracting parties. If any of these prerequisites are not met in a timely manner, the delivery deadline shall be extended by the period of time that provision of the required documentation to the contractor was delayed, the remittance of the agreed payment was delinquent, or performance of any of the client’s other obligations was delayed. If the delivery deadline is an integral component of the order, it shall be incumbent upon the contractor to evaluate if the agreed delivery deadline can be complied with despite the client’s non-performance of its obligations as detailed hereinabove.
3.3 Failure on the part of the contractor to comply with the delivery deadline shall entitle the client to withdraw from the contract only if the delivery deadline was explicitly agreed to be a fixed delivery deadline (see 3.1 above) and the client has met all prerequisites as stipulated under 3.2. 3.4 If the client exercises its right to withdraw from the contract, it undertakes to compensate the contractor for any expenditure incurred for services already rendered by the date of withdrawal. 3.5 In the absence of any agreement to the contrary, the contractor shall deliver a single copy of the translation via e-mail.
3.6 In the absence of any agreement to the contrary, the documentation provided to the contractor by the client shall remain in the contractor’s possession after delivery of the text/translation. The contractor shall ensure that this documentation is kept in safe custody so that it is inaccessible to unauthorized parties, confidentiality obligations are not violated, and the documentation cannot be used in a way that is unlawful or that violates agreements made between the contracting parties.

4 Force majeure

4.1 In the event of force majeure, the contractor undertakes to promptly notify the client thereof. Force majeure shall entitle both the contractor and the client to withdraw from the contract. However, in the event of withdrawal by either party, the client undertakes to compensate ASI for any services already rendered at the time of withdrawal.
4.2 Force majeure events include but are not limited to general strikes, acts of war, civil war, or occurrence of unforeseen events that verifiably and decisively impede the contractor’s ability to complete the assignment pursuant to the agreement between the contracting parties.

5 Warranty

5.1 All notices of defects in the delivered text must be made within six weeks of delivery of the same (date of the delivery e-mail, proper delivery to postal or courier services, date of telefax transmission). The client must provide an adequate written explanation of any perceived defects and provide evidence thereof (error log).
5.2 The client shall grant the contractor a reasonable time frame to rectify any verifiable defects in the service(s) without further charge. If the client refuses to provide the contractor with this opportunity, the contractor shall not be held liable for any defects. If the defects are rectified by the contractor within the time frame granted by the client, the client shall not be entitled to an abatement of the price.

5.3 If the contractor permits the time frame granted to rectify any verifiable defects to lapse without doing so, the client shall be entitled to withdraw from the contract or to require an abatement of the price. Negligible errors in the translation do not entitle the client to withdraw from the contract or to require an abatement in price.

5.4 Warranty claims shall neither entitle the client to withhold agreed payments nor to offset payments against any other amounts owed.

5.5 For translations that are used for publication, the contractor shall be held liable for defects only if the client has explicitly disclosed in writing in its purchase order that it intends to publish the text and if the contractor is provided with galley proofs that comprise the final version of the text after which no changes whatsoever may be made. In this case, the contractor shall be paid an appropriate fee for proofreading and corrections of the proofs, or the contractor shall invoice the client at a reasonable hourly rate.

5.6 The contractor shall not assume any liability whatsoever for defects if the source documents are difficult to read, illegible, or incomprehensible.

5.7 Requests for stylistic changes, adaptation to specific terminology (including but not limited to industry- or company-specific terminology), etc. shall not be considered as defects in the translation unless adequate reference material was provided to the contractor at the time the order was placed or other agreements were made by the contracting parties.

5.8 The contractor shall not assume any liability for defects for abbreviations or acronyms that are not disclosed or adequately explained by the client at the time the order is placed.

5.9 Numbers shall be reproduced exclusively on the basis of the source text. The contractor shall not assume any liability for the conversion of numbers, dimensions, currencies, and the like.

5.10 The contractor shall transmit target texts by means of data transfer (e-mail, FTP servers, etc.) using state-of-the-art technology. Due to the nature of technical environments, however, the contractor shall not assume any liability for defects and impairments that may occur (such as introduction of viruses, damage to files, etc.), unless it is caused by gross negligence on the part of the contractor.

6 Compensation for damages

6.1 Except where otherwise mandated by law, all claims for compensation for damages against the contractor shall be limited to the (net) total amount stated in the relevant invoice. This limitation on compensation for damages shall not apply if damages were caused due to gross negligence or malicious intent, or in cases of personal injury. The contractor shall not assume any liability for consequential damages or loss of profit.

6.2 If the contractor has procured liability insurance coverage for pecuniary losses, claims for compensation for damages shall be limited to the amount reimbursed by the insurance company in an insured event.

7 Retention of title

7.1 All documentation provided to the client in connection with the order shall remain the property of the contractor until payment of all obligations arising from the contract has been made in full. 7.2 Any type of documentation that is not part of the order, such as reference texts, software, prospectuses, catalogs, and reports, as well as all documentation that incurs costs, such as reference materials or lecture notes, shall remain the contractor’s intellectual property and shall be protected by the relevant provisions under the law.
7.3 In the absence of any agreement to the contrary, translation memories and/or terminology databases that were set up over the course of an order or multiple orders shall remain the contractor’s property.
7.4 In the absence of any agreement to the contrary, translation memories and/or terminology databases provided by the client shall remain the client’s property.

8 Copyright

8.1 The contractor shall not be obligated to verify if the client has the right to work with the source texts or have them translated. The client represents and provides assurances that it holds all rights that are required to execute the order.
8.2 The client undertakes to indemnify, defend, and hold the contractor harmless against any and all liability, claims, costs, or expenses arising from third-party claims for which the client is at fault due to violations of copyright, ancillary copyright, any other industrial or commercial property rights, or protected privacy rights, if they have been legally established by way of a judgment by an appropriate court of law. The contracting parties shall inform each other of any legal action taken by third parties in this regard.

9 Payment

9.1 If it has been agreed that the client shall pick up the text or translation, and the text or translation is not picked up in a timely manner, the client’s payment obligation shall commence on the date the text or translation was made available for pick-up.
9.2 In the event of payment default, penalty interest in the amount of 8% above the prevailing base rate shall accrue pursuant to the Austrian Commercial Code (UGB), Section 352, and the Austrian General Civil Code (ABGB), Section 1322 (2).
9.3 In the event of failure to comply with the stipulated payment terms agreed between the client and the contractor, e.g., payment on account, the contractor shall be entitled to suspend work on the orders placed with it until the client has met its payment obligations. This shall also apply to orders for which a fixed delivery deadline was agreed (see item 3.1). In the event of suspension of work by the contractor, no legal claims or entitlements of any kind shall accrue to the client, and the contractor shall not be prejudiced in its rights in any way.

10 Duty to maintain confidentiality

10.1 The contractor shall maintain confidentiality and shall also require its employees and subcontractors to maintain confidentiality to the same extent.

11 Severability clause

11.1 Should any of the individual provisions of these General Terms and Conditions be or become invalid, this shall not otherwise affect the validity or enforceability of the contract as a whole. In the event that a clause is or becomes invalid or unenforceable, the contracting parties undertake to replace this clause by a legally valid, effective, and enforceable clause that most closely reflects the original business purpose of the provision to be replaced.

12 Written form

12.1 Any and all amendments or additions to these General Terms and Conditions and all other agreements and understandings by and between the client and ASI shall be made in written form.

13 Governing law and legal venue

13.1 Place of performance for all contractual relationships that are governed by these General Terms and Conditions shall be the business domicile of the contractor. The court that has material jurisdiction in Innsbruck, Austria, shall be called upon to rule on any disputes arising from this contractual relationship. It is deemed agreed that Austrian law shall apply to the terms and conditions of this agreement under the exclusion of its conflict of law rules and the UN Convention on Contracts for the International Sale of Goods.

Innsbruck, April 2016