General conditions / scope

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• For all legal transactions between the client and Claudia Wiesinger (hereinafter "language service provider"), these terms and conditions (T&C for short) apply exclusively. The version valid at the time of signing the contract is decisive. The language service provider only signs contracts on the basis of the following conditions. The client expressly acknowledges having read these terms and conditions in a legally binding manner, so that they have become part of the contract. This also applies in the event that the client refers to his own terms and conditions. 

• These terms and conditions also apply to all future contractual relationships, even if they are not expressly referred to in additional contracts. 

• Conflicting terms and conditions of the client are not part of the contract unless they are expressly recognized in writing by the language service provider. 

• References
   

The following applies to the interpretation of these sample terms and conditions

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• ÖNORM EN ISO 17100 translation services - requirements for translation services in their respective current versions

• the ÖNORM D1202 translation contracts in their respective current versions

 

Scope of services

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• The language service provider provides language services to the client [this includes, in particular, translation, editing, proofreading, software localization, transcreation], project management and the planning and implementation of other language services or any additional services.

• The language service provider undertakes to carry out all assigned activities to the best of her knowledge and the general rules for language service providers and in accordance with the principles of economic efficiency. However, the language service provider does not owe any success. She is not responsible for ensuring that her service fulfills the purpose requested by the client. The client is responsible for this. 

• When sending the source text and requesting the services, the client undertakes to inform the language service provider what the translation will be used for, e.g. whether it

  • is intended for a specific target country;

  • is primarily informative;

  • will be used for publication and advertising;

  • is intended for legal purposes or patent proceedings;

  • or any other purpose where the translation of the texts by the language service provider is of importance.

• The client may only use the translation for the purpose specified. In the event that the client uses the translation for a purpose other than the agreed upon purpose, the language service provider is not liable even if the service contradicts the general rules for language service providers.  

• Unless otherwise agreed, translations are to be provided by the language service provider in one copy in electronic form.

• If the client wishes to use certain technology, he must notify the language service provider and - provided this is not an application that is common for language service providers (e.g. Auto-CAD or web content applications) - provide her with access to the desired technology .

• The technical and linguistic accuracy of the source text is the sole responsibility of the client and will not be checked by the language service provider.

• The name of the language service provider may only be included in the published translation if the entire text has been translated by the language service provider and no changes have been made to the translation without the consent of the language service provider.  

• Unless otherwise agreed, the formal design is based on the regulations of ÖNORM EN ISO 17100.

 

Rates, ancillary conditions for invoicing

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• The rates for the respective language services are based on the tariffs (list of rates) of the language service provider, which are applicable to the respective type of service provided.

• The basis for calculation is the agreed upon unit (for example: target text / source text, hourly rate, number of pages, number of lines).

• A quote is only binding if it has been made in writing and after the documents to be translated have been submitted. Quotes which are provided in a different form are only valid as a completely non-binding suggestion.

• The quote is created to the best of her knowledge but is subject to change. Should there be a cost increase of over 15% after the service has been requested, the language service provider will inform the client immediately. If it is an unavoidable cost increase of up to 15%, a separate notification is not required, and these costs can be invoiced without notifying the client.

• Unless otherwise agreed, changes to orders or additional orders will be invoiced at reasonable rates.

• The value of the claim including ancillary claims applies. The consumer price index published monthly by the Austrian Central Statistical Office or an index replacing it is used as a measure of the calculation of stable value. The index number calculated for the month in which the contract was signed serves as a reference value. Fluctuations in the index number up or down, up to and including 2.5% are not taken into account. This margin must be recalculated each time it is exceeded, over or under, whereby the first index number outside of the applicable margin must always form the basis for both the redefinition of the claim amount and the calculation of the new margin. Increases or decreases in the collective wage agreement also entitle the language service provider to a corresponding subsequent price correction.

• Unless otherwise agreed in individual cases, a reasonable fee will be charged for checking third-party translations.

• Appropriate surcharges can be charged for express and weekend work, which must be agreed accordingly.

• The language service provider is entitled to request an appropriate payment on account in advance.  

• If partial payment (e.g. delivery of partial services or payment on account) has been agreed between the client and the language service provider, if the client defaults in payment, the language service provider is entitled to cease work on current orders for this client without any legal consequences for the language service provider until the client fulfills his payment obligations. However, the language service provider must immediately inform the client the she is ceasing work.  

 

Deadlines, delivery

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• The delivery date must be agreed between the language service provider and the client. The delivery date forms an essential part of the contract for the order accepted by the language service provider. If no delivery date has been agreed, the service must be provided within a reasonable time span. If the delivery date cannot be met, the language service provider must immediately inform the client and announce the date by which the service will be provided.   

• The prerequisite for compliance with the delivery date, especially in the case of a firm deal, is the timely receipt of all documents to be provided by the client in the specified scope (e.g. source texts and all necessary background information) and in the specified file format as well as compliance with the agreed terms of payment for the delivery of partial services or the like and other other obligations. If the client does not fulfill his obligation to provide and pay in time, the delivery period is extended accordingly by the amount of time the required documents were delivered too late. In the case of a firm deal, it is up to the language service provider to assess whether the agreed upon delivery date can be kept even if the client sends the documents late. If this results in surcharges for express and weekend work, the language service provider must inform the client immediately. If the client cannot be reached, these surcharges are due if they are feasible to maintain the firm deal.

• If the agreed upon service is not carried out for reasons for which the client is responsible, e.g. because he does not make the documents available to the language service provider or does not make them available in good time or violates his duty to cooperate, the language service provider is entitled to a cancellation fee of 50% of the order value of the agreed service or partial service, which is not subject to judicial moderation. The time that the language service provider saves as a result of not having to work or what she has acquired through other means or has intentionally failed to acquire will not be credited (cf. § 1168 ABGB). 

• The client bears the risks associated with the transmission of the documents to be provided by the client. The language service provider bears the risks associated with the transmission of the service.  

• Unless otherwise agreed, the documents made available by the client to the language service provider remain with the language service provider after the translation has been completed. The language service provider must ensure that these documents are carefully stored so that unauthorized persons have no access to them, the confidentiality obligation is not violated, and the documents cannot be used in breach of contract. 

 

Force majeure

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• In the event of force majeure, the language service provider must notify the client immediately. Force majeure entitles both the language service provider and the client to withdraw from the contract. However, the client has to compensate the language service provider for expenses or services already made.  

• The following are regarded as force majeure: labor disputes, acts of war, civil war, occurrence of unforeseeable events which can be shown to have a decisive impact on the ability of the language service provider to carry out the contract as agreed, and similar occurrences. 

 

Confidentiality, data protection

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• The language service provider undertakes to maintain secrecy about all business matters of the client of which he is aware, in particular business and trade secrets. 

• Confidentiality is limited to 5 years after the termination of the contractual relationship. 

• The language service provider is entitled to process transmitted data or otherwise entrusted personal data within the scope of the purpose of the contractual relationship and to save this data even after the end of the contractual relationship if this storage or processing is necessary to fulfill the order or to comply with legal obligations (e.g. data for accounting) is necessary. After this period the data will be deleted.   

• Insofar as it concerns information from the client for communication (e.g. email address, telephone number), the client agrees that this contact data may be processed and stored, as well as messages for advertising purposes may be sent in accordance with Article 107 TKG. This consent can be revoked by the client at any time.  

• The client also has the right to request the deletion of his data under the conditions of the GDP. However, this right is only complied with if the language service provider has no legal obligation to store the personal data.  

 

Liability for shortcomings (warranty)

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• All shortcomings must be adequately explained and proven in writing by the client (error log). This must be done within one week of the delivery of the service.

• In order to remedy or eliminate shortcomings, the client must grant the language service provider a reasonable period of time and an opportunity to review and improve her performance. If the language service provider corrects the shortcomings within a reasonable period, the client is not entitled to a price reduction.

• If the language service provider allows the appropriate grace period to pass without remedying the shortcomings, the client can withdraw from the contract (redhibition) or demand a reduction in remuneration (price reduction). In the event of minor shortcomings, however, there is no right to withdraw from the contract.

• Warranty claims do not entitle the client to withhold the entire, but only a reasonable part of the invoice amount. In this case, the client waives the option of compensation.

• For translations that are used for printed works, liability for shortcomings only exists if the client expressly states in writing in his order that he intends to publish the text and if the language service provider is presented with proofs (author's correction) up to and including the version of the text, after which no further changes are made. In this case, the language service provider must be paid an appropriate amount.

• There is no guarantee for the translation of difficult to read, illegible or incomprehensible documents; the same applies to the review of translations done by others. 

• Stylistic improvements or correction of specialised terminology (in particular of industry or company-specific terms) etc. do not count as a translation shortcoming.

• No guarantee is given for abbreviations that are specific to the order and that were not specified or explained by the client when the order was placed.  

• The language service provider accepts no liability for the correct reproduction of names and addresses that are not in Latin script on the document. In such cases, we recommend that the client spell names and self-designations on a separate sheet in Latin block letters.

• Numbers are exclusively reproduced according to the source text. The client is responsible for the conversion of numbers, measurements, currencies and the like.

• For source texts, originals and the like provided by the client, the language service provider is liable as trustee in accordance with the General Civil Code for a period of four weeks after completion of the order, provided these are not returned to the client along with the delivery. There is no obligation to take out insurance. Point 5.4 applies accordingly to the reimbursement.

• The transmission of target texts by means of data transfer (such as email, etc.) will be carried out by the language service provider according to the current state of the art. Due to the technical circumstances, however, the language service provider cannot guarantee or assume liability for shortcomings and damage (such as breach of confidentiality obligations, damage to files, etc.), unless the language service provider is at least grossly negligent.

 

Indemnity

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• Unless otherwise required by law, all claims for damages against the language service provider are limited to the amount of the invoice (net). Excluded from this limitation of damages are cases in which the damage was caused by the language service provider with gross negligence or intent or for damage to persons under the Product Liability Act that can be proven to have been caused by an incorrect translation.

• Claims for damages by the client are to be asserted in court within six months of knowledge of the damage and the damaging party, but no later than 12 months after the termination of the respective service contract, otherwise the assertion is excluded. An extension of the cooperation does not extend this period. The client has to provide evidence that the damage was caused by the language service provider.  

• In the event that the client uses the translation for a purpose other than the one specified, the language service provider is not liable for compensation claims.

 

Retention of ownership

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• All documents provided to the client in connection with the order remain the property of the language service provider until all liabilities arising from the contract have been paid in full.

• Any type of documents not included in the order such as translation memories, terminology databases, parallel texts, software, brochures, catalogs and reports as well as all documents that incur costs such as books or scripts remain the intellectual property of the language service provider and are protected by the relevant legal provisions. The transfer and reproduction may only take place with the consent of the language service provider.

• Translation memories created in the course of one or more orders are - unless otherwise agreed - the property of the language service provider. If the client wishes them to be handed over, this is an additional order that is to be remunerated accordingly.

• Translation memories and terminology databases provided by the client remain the property of the client - unless otherwise agreed.

 

Copyright

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• The language service provider is not obliged to check whether the client has the right to translate the source texts or have them translated. The client expressly guarantees that he has all rights that are necessary for the execution of the order.

• In the case of translations protected by copyright, the client must indicate the intended use. The client only acquires those rights that correspond to the stated purpose of the translation.

• In the case of some language services, language service providers, as the intellectual creators of the language service, remain the authors of the same and therefore have the right to be named as the author. With full payment of the fee, the client acquires the agreed rights of use for the language service. The name of a language service provider may only be added to a published text or part of a text if the entire service originates unchanged from the language service provider or if it is changed after subsequent approval.

• The client is obliged to indemnify the language service provider against all claims made by third parties for violations of copyrights, ancillary copyrights, other industrial property rights or personal protection rights. This also applies if the client has not specified a purpose or the translation is used for purposes other than those specified. The language service provider will immediately notify the client of such claims and, in the event of legal action, announce the dispute. If the client does not join the proceedings as a party to the dispute with the language service provider after the dispute has been announced, the language service provider is entitled to recognize the claimant's claim and to indemnify herself against the client regardless of the legality of the recognized claim.

 

Payment

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• Unless otherwise agreed, payment must be made upon delivery of the language service and after invoicing.

• The language service provider is entitled to request an appropriate payment on account in advance.  

• If collection has been agreed and the translation is not picked up by the client on time, the client is obliged to pay on the agreed upon pick-up date.

• In the event of default in payment, the language service provider is entitled to withhold any order documents provided (e.g. manuscripts to be translated). In the event of default in payment, an appropriate amount of default interest (8% above the base rate) and appropriate reminder fees will be charged.

• In the event of non-compliance with the terms of payment agreed between the client and the language service provider (e.g. payment on account), the language service provider is entitled, after prior notification, to stop work on the client's other orders until the client meets his payment obligations. This also applies to orders for which a fixed delivery date has been agreed (see point 5.1.). Due to this cessation of work, on the one hand the client does not have any legal claims, on the other hand the language service provider is in no way prejudiced in his rights.

 

Severability clause

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• If any single provision of this contract is invalid, the validity of the remaining provisions shall not be affected.  

• Should a clause be or become ineffective or unenforceable, both parties undertake to replace it with a legally permissible, effective and enforceable clause that comes closest to the economic intention of the provision to be replaced.

 

Written form

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• All changes, additions to these terms and conditions and other agreements between the client and the language service provider must be made in writing.

 

Applicable law and jurisdiction

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• The place of performance for all contractual relationships that are subject to these terms and conditions is the registered office of the language service provider. 

• The competent court at the registered office of the language service provider is locally responsible for the decision of all legal disputes arising from this contractual relationship. 

• Austrian law shall apply.