General terms & conditions
General terms and conditions for Spezialis Translations
1. Scope of application
1.1. The following general terms and conditions (referred to hereinafter as “GTC”) form the basis of all offers, orders, deliveries and services provided by Spezialis Translations (referred to hereinafter as the “Translator”). Orders are only accepted and executed according to the following GTC.
1.2. No services are provided based on other general terms and conditions. The application of other general terms and conditions is hereby excluded. The application of other terms and conditions may only be accepted to the extent that they are identical to these GTC or have been expressly declared by the Translator in writing in the individual case to be the basis of the respective contract or service (individual agreement).
2. Conclusion of the contract, order process
2.1. All offers made by the Translator are non-binding. All data, descriptions or information which the Translator provides in offers, on the website www.spezialis-translations.at or in correspondence are non-binding.
2.2. The contract is concluded by written (by email suffices) acceptance of the Translator’s offer by the client (hereinafter referred to as “Client”).
2.3. During the order process, the Client must inform the Translator of the intended use for the translation, i.e. whether the translation
• is intended for use in a certain country;
• will serve information purposes only;
• is intended for publication or use in marketing;
• is intended for use in a legal context, or
• will serve any other purpose where a special translation of the texts by the Translator is of importance.
2.4. If the Translator is not informed about the purpose which the translation is intended to serve, the Translator will complete the translation to her best knowledge for information purposes (see Clause 2.3, second bullet-point).
2.5. If the Client requires certain terminology to be used in the translation, the Client must inform the Translator of this in a timely manner (simultaneously sending the necessary documents, databases or similar). This also applies to any variants of a language.
2.6. The Client may only use the translation for the purpose stated. If the Client uses the translation for a purpose other than the one which was stated during the order process and delivered, the Client has no claims to damages against the Translator.
2.7. Unless otherwise agreed, the Translator will send completed translations in electronic form.
2.8. The technical and linguistic accuracy of the source text is the sole responsibility of the Client.
2.9. The Translator’s name may only be cited in the published translation if the entire published text was translated by the Translator and any amendments which have been made to the translation delivered have been approved by the Translator.
2.10. The Translator translates texts. The Translator is not responsible for conducting any check or review on the source text as to whether the wording used will result in the legal consequences desired by the Client or is sufficient to exclude any legal consequences which the Client wishes to avoid. This can only be done by a person qualified to provide legal advice who is familiar with the legal systems relevant for the translation. Therefore, the Translator recommends consulting an independent legal advisor.
3.1. The fees (prices) for translations depend on the length, nature and complexity of the source text.
3.2. If the agreed service is not rendered for reasons for which the Client is responsible, e.g. the Client failed to provide the source text (or failed to provide the text in a timely manner) or breaches other cooperation obligations, the Client must pay at least 50% of the agreed fee for the translation. The set-off rule pursuant to Section 1168 Austrian Civil Code (ABGB) is expressly excluded.
3.3. The offer is prepared according to the Translator’s best knowledge. However, no guarantee is provided for its accuracy. If there is an increase in costs of more than 15% after the contract has been concluded, the Translator will inform the Client of this without undue delay. No separate notification is required for unavoidable cost overruns of up to 15% of the agreed fee. These additional costs may be billed without further ado.
3.4. Unless otherwise agreed, subsequent changes to the order may be billed at appropriate rates in addition to the price originally agreed.
3.5. The full price of a translation may be charged for reviewing/editing translations which were completed by another translator.
3.6. Reasonable surcharges may be charged for express assignments or work done during the night, at the weekend or on public holidays (in Austria).
4.1. Delivery deadlines for services rendered by the Translator are only binding if they have been agreed in writing and if the Client has discharged its cooperation obligations in a timely manner (e.g. providing the documents which the Translator requires to complete the translation).
4.2. An agreed delivery deadline is only a fixed date transaction (“Fixgeschäft”) if it has been expressly designated in writing as being tied to a fixed date.
4.3. Delivery deadlines are also automatically extended in the case of fixed date transactions by the amount of time which the Client is/was in default on its cooperation obligations.
4.4. If the translation cannot be delivered within the agreed deadline pursuant to Section 4.1 and this is due to an IT problem in the Translator’s sphere of influence, the Client will be informed of this without undue delay and notified of the next possible delivery date. If there is a delay for this reason, the Client is only entitled to withdraw from the contract if it has first set a grace period for performance according to Clause 6.2 and the Translator has not complied with this second deadline.
4.5. Unless otherwise agreed, the Translator will retain any documents which the Client has provided to the Translator after the translation assignment has been completed. The Translator has no obligations to archive these documents or to handle them in a certain way. The provisions of Section 9 are not affected.
5. Force majeure
5.1. If there is a force majeure event, the Translator must inform the Client of this without undue delay. Force majeure events include the following: Acts of war, civil war, the occurrence of unforeseeable impediments which can be proven to materially impair the Translator’s ability to complete the assignment according to the contract.
5.2. Force majeure events entitle both the Translator and the Client to withdraw from the contract. In such cases, the Client must pay the Translator for any work which she has already completed or services she has already rendered.
6. Liability for defects (guarantees)
6.1. All notifications of defects which relate to the quality of the translation must be submitted within 14 (fourteen) calendar days of the delivery of the translation. If delivery by post has been agreed, the translation is deemed to have been delivered when it is put into the post. The Client must explain the defects in writing in an appropriate form and furnish proof of the defects (record of defects).
6.2. The Client must grant the Translator a reasonable period and sufficient opportunity to remedy the defects by making improvements to the translation. If the Client fails to do this, the Translator is released from the obligation to remedy the defects. If the Translator remedies the defects within the abovementioned period, the Client does not have any claim to a reduction in price.
6.3. If the Translator does not remedy the defects within the reasonable period set, the Client may withdraw from the contract or demand a reduction in price. There is no right to withdraw from the contract nor a claim to a reduction in price for non-material defects.
6.4. Guarantee claims do not give the Client any right to withhold agreed payments or to set-off claims. If the enforcement of guarantee rights results in a price reduction pursuant to Section 6.3 and the Client has already paid the full fee for the translation to the Translator, the Client will reimburse the relevant amount to the Client.
6.5. There is only liability for defects in Translations which are intended for use in printed works if the Client specifically states in writing in its order that it intends to publish the text and if proofs have been provided to the Translator up to an including the final version of the text. If the Client fails to provide such information and proofs, the Translator may demand reasonable compensation for any additional work which is necessary.
6.6. There is no liability for defects for translations of source texts which are hard to read or illegible or which are incomprehensible. This also applies to checks on translations which were done by another translator.
6.7. Stylistic improvements or work to coordinate the translation with specific terminology (including industry- or company-specific terminology) etc. are not considered defects.
6.8. There is no liability for abbreviations or terminology which are specific to the assignment and which the Client did not state or provide information about when placing its order.
6.9. The Translator has no liability for the correct representation in the translation of names and addresses in the source text which are not written in the Latin alphabet. In such cases, it is recommended that the Client sets out the correct way of writing names and other designations in upper case Latin script on a separate piece of paper or in a separate file. This also applies to names and numbers which are illegible.
6.10. Numbers will be represented in the translation as they appeared in the source text. The Translator has no liability for the conversion of numbers, measures, currencies and similar.
6.11. The Translator assumes no liability for the correcting or editing of a text if the source text is not provided.
6.12. If translations are sent by means of data transfer (e.g. email, modem etc.), the Translator has no liability for any defects or impairments which arise due to such transfer (such as the transmission of viruses, breaches of confidentiality obligations) unless the Translator was grossly at fault.
7.1. Unless the provisions of mandatory law stipulate otherwise, all claims for damages against the Translator are limited to the (net) amount invoiced for the respective translation. This restriction on damage claims does not apply in cases where the loss was caused by the Translator’s intentional or grossly negligent conduct. There is no liability for lost profits or consequential damage.
7.2. If the Translator has concluded a third party liability insurance policy, claims for damages are limited to the amount which will be paid out under the policy in the specific case.
8.1. Unless agreed otherwise, payment must be made to the bank account specified by the Translator within 30 calendar days of the date when the invoice is issued. The Translator is entitled to demand an appropriate down payment. Clients who are domiciled abroad may be requested to pay the full price for the translation ordered in advance.
8.2. If the Client enters into payment default, the Translator is entitled to withhold any documents provided in relation to the translation (e.g. manuscripts to be translated) which would have to be returned after the completion of the translation. In the event of payment default, the Translator is entitled to demand default interest at the rate of 12% p.a..
8.3. If the Client fails to comply with the payment terms agreed between the Client and the Translator, the Translator is entitled to suspend work on any translations in progress until the Client restores compliance with the payment terms agreed. This also applies to translations for which a fixed deadline for delivery has been agreed (see Clause 4.1).
8.4. The suspension of work pursuant to Clause 8.3 does not give rise to any legal claims on the part of the Client and does not prejudice the Translator in her rights in any way.
9.1 The Translator must keep all the information, data and knowledge about the business- and trade secrets of the Client or the Client’s client(s) of which it gains knowledge before and during the assignment (referred to hereinafter as the “Confidential Information”) strictly confidential. This applies regardless of whether the Confidential Information is marked as confidential or not.
9.2 This confidentiality obligation does not apply to information which
- was verifiably in the public domain before it was disclosed to her by the Client or enters the public domain after it was disclosed to the Translator by the Client without any fault on the part of the Translator;
- which was already known to the Translator before it was disclosed to her by the Client;
- that was produced or generated by the Translator independently, without any reference to the Confidential Information; or
- which must be disclosed by reason of obligations under statute or obligations owed to state authorities.
9.3 The above confidentiality obligation survives and continues to apply after the respective translation has been completed.
10. Indemnification by the Client
The Client declares that it holds the rights to translate and edit/process the source text and the data it contains. The Client will indemnify and defend the Translator for all claims of third parties which arise from a lack of rights to produce the translation ordered.
11. Legal venue, applicable law
The place of performance for all contractual relationships which are governed by these GTC is the Translator’s place of business. For disputes relating to the existence or non-existence of a legal relationship between the Client and the Translator and disputes arising from such relationships, the Translator may bring an action either at the legal venue at the location of the Translator or at the general legal venue at the location of the Client. Actions against the Translator may only be brought before the general legal venue at the location of the Translator. All legal relationships are governed by and construed in accordance with the substantive laws of Austria. The United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.
12. Data protection
12.1. Personal data which is collected in relation to a contract (incl. its negotiation), i.e. name, address, telephone number, email address) will only be processed for the purpose of performing the contract. Special consent will be obtained for any other processing or if the contract will involve the processing of sensitive data (e.g. health data, information which discloses a person’s ethnic/racial origin or their political or religious beliefs).
12.2 Unless agreed otherwise, and provided that the Translator is not bound to comply with any longer statutory retention periods, all personal data which is collected as part of a contract will be deleted/destroyed five years after the end of the calendar year in which the related translation was completed. Personal data which was collected on a preliminary basis for translation assignments which were not awarded is deleted immediately.
13. Severability clause
If individual provisions of the contract are or become legally invalid, this does not affect the validity of the other provisions.
14. Miscellaneous (electronic post)
14.1 Every declaration, information, translation and confirmation of receipt which the Translator sends by email is deemed to have been delivered to the Client if the Email is sent to the last email address to have been notified by the Client (within the meaning of Section 12 Austrian E-Commerce Act).
14.2 Only the German version of these GTC is binding. This English translation serves information purposes only.