Translation shall mean the preparation of a translation task or any other translation-related task such as revising, editing, etc., which calls upon the translation skills of a translator.
Translator shall refer to premier translations (“Translator”), the party creating a translation in the normal course of business, irrespective of whether the translation task is performed by the Translator, or indirectly through one or more of its subcontractors.
Client shall mean the party commissioning a translation in the normal course of business, and may be a natural or legal person, including, as an example only, a private individual, an association, partnership, economic interest group, or corporate entity.
Source material or document shall be understood to mean any text or medium containing a communication which has to be translated, and may comprise text, sound or images in paper or electronic form.
1.
The Translator accepts an order from the Client on the understanding that performance of the translation task will not infringe any third party rights. The Client undertakes to hold the Translator harmless from any claim for infringement of copyright and/or other intellectual property rights in all cases, which may arise as a result of the content of the original source material or its translation.
2.
An estimate shall be given for guidance or information purposes only. A fixed quotation shall be given only after the Translator has seen or heard all the source material and has received binding instructions from the Client. Fees are subject to VAT, whenever applicable.
3.
Any fee agreed upon for a translation, which is found to present latent special difficulties of which neither party could be reasonably aware of at the time of offer and acceptance, shall be renegotiated.
4.
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 and amount of such charges shall generally be agreed to in advance.
5.
If any changes are made in the text or the Client’s requirements at any time while the task is in progress, the Translator’s fee, any applicable supplementary charges, and the terms of delivery shall be adjusted to reflect the additional work.
6.
Any delivery date or dates and time/times for an order are binding only if confirmed by the Translator in writing.
7.
Unless otherwise agreed, the delivery requirements shall be deemed fulfilled when the Translator has dispatched the translation per post or email on the date of delivery. Costs of delivery of the translation by regular mail or email shall normally be borne by the Translator. Where delivery requested by the Client involves expenditure greater than the cost usually incurred for delivery, the additional cost shall be chargeable to the Client.
8.
The Translator accepts no responsibility whatsoever for any delay, damage, or loss that may occur during or as a consequence of electronic or non-electronic transmission or shipment of the translation work to the Client, including any virus-related problems.
9.
Payment in full to the Translator shall be effected not later than 14 days from the date of invoice by the method of payment specified. For long assignments or texts, the Translator may request an initial payment and periodic partial payments on terms to be agreed upon between the parties.
10.
Settlement of any invoice, partial invoice, or other payment shall be made by the due date agreed upon between the parties or in the absence of such an agreement within the period stipulated in paragraph 9. The Translator shall have the right to charge interest at the rate of 5 % per annum over the prevailing base rate set by the German Federal Bank to all overdue amounts from the date on which they first become due until they are paid in full. Where delivery is in installments and notice has been given that an interim payment is overdue, the Translator shall have the right to stop work on outstanding tasks in hand until the payment due is made or other terms agreed to. This action shall be without prejudice to any amounts due and without any liability whatsoever to the Client or any third party.
11.
The Translator shall use its best effort to do the work to the best of its ability, knowledge, and belief, while consulting such authorities as are reasonably available to the Translator at the time. Unless otherwise specified and agreed upon, a translation shall be fit for its stated purpose, target readership, and the level of quality deemed appropriate for “information purposes only". The liability of the Translator on any grounds whatsoever shall be limited to the invoiced value of the work.
12.
Failure by the Translator to meet the agreed upon order requirements or to provide a translation fit for its stated purpose, shall entitle the Client to:
- Reduce, with the Translator’s consent, the fee payable for work done by an amount equal to the reasonable cost necessary to remedy the deficiencies, and/or
- Cancel any further installments of work being undertaken by the Translator.
13.
Such entitlement shall only apply after the Translator has been notified in writing of all alleged deficiencies within five (5) working days following delivery of the translation and been given one opportunity to bring the work up to the required standard within seven (7) working days of such notification.
14.
Unless agreed to otherwise in writing, copyright in the translation remains the property of the Translator, until the translation task has been paid for in full in accordance with the terms of paragraphs 9 & 10.
15.
If a translation is in any way amended or altered without the written permission of the Translator, the Translator shall not be liable for the amendments made or their consequences.
16.
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 documents or translations thereof without the express authorization of the Client.
17.
Nonetheless, in view of the necessity for electronic and non-electronic transmission or shipment between the Translator, its subcontractors, and the Client, the Translator shall not be held responsible for unauthorized access to the Client’s documents.
18.
The Translator shall not be liable to the Client or any third party for delays, failures, or their consequences, which are the result of circumstances wholly beyond its control. Such causes may include, but are not restricted to, acts of God, fires, floods, electrical outages, computer, server, or communication failures, and acts of omission of subcontractors or third parties. The same applies if the Translator is forced to shutdown or scale back its operation over a certain period of time, especially the online business, for reasons beyond its control.
19.
Under such circumstances, the Translator has the right to partially or wholly withdraw from the translation obligation. 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.
20.
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 paragraph 18, pay the Translator the full contract sum unless otherwise agreed to in advance. The work completed shall be made available to the Client.
21.
Where in the course of business the Translator introduces or refers the Client to an employee or a third party working as a subcontractor for the Translator, the Client shall not knowingly, for a period of 12 months from the last order, approach the employee or third party for the purpose of providing translation work directly to the employee or third party, nor engage these in any capacity involving a translation, without the Translator’s written consent.
22.
The place of jurisdiction for all disputes arising from or in connection with such a business relationship shall be Munich, Germany, the place of business of the Translator. These Terms shall be governed by and construed in accordance with the laws of Germany.
23.
In the event one or more of the above Terms are declared invalid or unenforceable for any reason, such decision shall not affect the validity of the remaining provisions or Terms.