General Terms and Conditions of bsc-translations
1. Scope of service
1.1 These General Terms and Conditions shall apply to all present and future business relations between the Buyer (customer) and the company which provides the services listed under 1.2 (hereinafter referred to as bsc-translations), unless expressly agreed otherwise in individual cases. The following provisions shall also apply if bsc-translations provides services with the knowledge of contradictory or deviating terms of the Buyer without reservation of rights.
1.2 The scope of service provided for the Buyer includes translating, interpreting, proof reading, project management, and the organisation and provision of additional services.
1.3 bsc-translations shall undertake to provide all requested services to the best of her ability and on the principles of profitability.
1.4 The Buyer shall undertake to notify bsc-translations at the stage of preparing the quotation about the intended use of the requested translation, e. g. whether it
1.4.1 is intended only for use in a specific country,
1.4.2 is for information purposes only,
1.4.3 is intended for publication and advertisement
1.4.4 or for legal purposes or patent procedures
1.4.5 or if it is intended for any other purpose in which a specific translation of the text is required from bsc-translations.
1.5 The Buyer must use the translation for the indicated purpose only. If the Buyer uses the translation for a purpose other than that agreed upon, bsc-translations does not assume any liability.
1.6 Unless agreed otherwise, bsc-translations shall deliver a single copy of the translation in an electronic format.
1.7 If the Buyer wants a specific technology to be used, he/she shall notify bsc-translations thereof and also provide the required information and/or documents for using this technology.
1.8 The sole responsibility for the accuracy of the content and the language of the source text lies with the Buyer.
1.9 bsc-translations shall be entitled to pass on orders to equally qualified subcontractors. However, in this case bsc-translations shall remain the sole language service provider and contractual partner of the Buyer.
1.10 The name “bsc-translations” may only appear in the published translation if the entire text has been translated by bsc-translations and if the translation has not been modified in any way at a later stage.
1.11 Unless agreed otherwise, all aspects of the business relationship shall be subject to the provisions laid down in ÖNORM EN 15038.
2. Prices, additional invoicing conditions
2.1 Translation prices are subject to the rates (by agreement) of bsc-translations that apply to the corresponding type of text to be translated.
2.2 The basis of calculation shall be the agreed unit (e.g. target text, source text, hourly rate, number of pages/lines/words).
2.3 A cost estimate shall only be considered binding if given in writing after the respective documents to be translated have been presented and viewed. It remains valid for 30 days starting from the date of issue. Any other cost estimate shall be considered a non-binding guideline only. The cost estimate is created to the best of bsc-translations´ professional knowledge. However, no liability for its accuracy shall be assumed. If a cost increase of more than 15% occurs after order placement, bsc-translations shall notify the Buyer thereof immediately. If cost increases up to 15% are unavoidable, a separate notification is not required and the resulting costs can be invoiced without prior notice.
2.4 Unless otherwise agreed, order modifications or additional orders shall be invoiced at appropriate prices.
2.5 The stability of value of all initial and additional claims shall apply. The measure for calculating the rate shall be the Consumer Price Index published monthly by the Austrian Central Office for Statistics, or another index in its place. The index number calculated for the month of the contract conclusion serves as reference value. Fluctuations of the index number in either direction up to and including 2.5 % shall not be taken into consideration. This range shall be recalculated each time it is exceeded or undercut; the first index number beyond the range shall act as the basis for the reassessment of the amount receivable as well as for the calculation of the new range. Pay or salary increases or reductions deriving from collective agreements shall entitle bsc-translations to corresponding subsequent price adjustments.
2.6 For correcting translations done by a third party, a reasonable rate may be charged unless otherwise agreed in individual cases.
2.7 For express and weekend work reasonable surcharges may be calculated and shall be agreed upon accordingly.
3.1 In terms of the delivery deadline for translations, the prior agreement between the Buyer and bsc-translations shall be deemed decisive. If the delivery date is crucial to the order accepted by bsc-translations and the Buyer will not be able to accept a delivery later than the indicated deadline, the Buyer shall expressly notify bsc-translations thereof in advance. The timely receipt of all documents to be supplied by the Buyer in the agreed scope (e.g. source texts and all required background information) as well as compliance with the agreed payment terms and further liabilities shall be the prerequisite for meeting the delivery deadline of a fixed-date transaction. If these prerequisites are not met on time, the delivery deadline shall be extended by the additional time which has passed until making the required documents available to bsc-translations. In case of a fixed-date transaction it shall be incumbent upon bsc-translations to determine whether the deadline previously agreed with the Buyer can be met even if the receipt of the required documents is delayed.
3.2 The Buyer shall bear any risks associated with the delivery (transmission).
3.3 Unless agreed otherwise, the documents made available to bsc-translations by the Buyer shall remain with bsc-translations after concluding the translation assignment. bsc-translations shall endeavour to ensure that these documents are stored securely, that no unauthorised persons shall be able to access them, that the duty of confidentiality is not violated and that the document cannot be used in any way that contravenes the agreement.
4. Force majeure
4.1 bsc-translations shall notify the Buyer immediately in the event of force majeure. In this case, both bsc-translations and the Buyer shall be entitled to withdraw from the contract. However, the Buyer shall pay or compensate bsc-translations for all services provided before the termination of the contract.
4.2 The following events in particular are defined as force majeure: labour conflicts; acts of war; civil war; the occurrence of unforeseeable events which are proven to interfere significantly with bsc-translations´ ability to carry out the agreed services.
5. Liability for defects (warranty)
5.1 All translation defects shall be sufficiently explained in writing by the Buyer and presented within 14 days after service delivery (error report).
5.2 The Buyer shall grant bsc-translations an appropriate period for resolving defects and give her the opportunity to revise and improve her work. If all defects are resolved by bsc-translations within the agreed period, the Buyer shall not be entitled to a price reduction.
5.3 If bsc-translations allows a reasonable extension period to expire without removing the defects, the Buyer shall be entitled to withdraw from the contract or demand a price reduction. In case of minor defects, the Buyer shall not be entitled to withdraw from the contract or demand a price reduction.
5.4 Warranty claims shall not entitle the Buyer to withhold the entire invoice amount but only a reasonable part; in this case the Buyer shall not be entitled to set-off this amount against other payments.
5.5 A warranty for translations which are going to be used in publications shall only be granted if the Buyer has explicitly stated in writing when placing the order that he/she intends to publish the translated text and if bsc-translations is submitted proofs for sign-off (author´s correction) including the final version after which no further changes will be made. In this case bsc-translations shall be entitled to appropriate remuneration for proof reading.
5.6 No warranty shall be granted for barely legible, illegible or incomprehensible source texts. The same applies to corrections of translations by third parties.
5.7 Stylistic corrections or the adjustment of specific terminology (especially as relates to industry- or company-specific terms), etc., shall not be considered translation defects.
5.8 No liability for defects shall be granted for order-specific abbreviations which have not been indicated or explained by the Buyer when placing the order.
5.9 bsc-translations shall assume no liability for the correct reproduction of names and addresses which are not written in Latin script. In these cases the Buyer is recommended to write down the corresponding names and terms in Latin script in block letters on a separate sheet.
5.10 Numbers shall only be reproduced according to the source text. The conversion of numbers, dimensions, currencies, etc. is the responsibility of the Buyer.
5.11 bsc-translations shall be liable as a custodian pursuant to the Austrian Civil Code for a duration of 4 weeks after order completion for the source texts, originals, etc., made available by the Buyer, if they are not returned to the Buyer when delivering the translation. There is no insurance duty. Point 3.3. applies analogously for refunds.
5.12 bsc-translations shall carry out the transmission of source texts via data transfer systems (such as e-mail, modem, etc.) according to the latest technology standards. For technical reasons, however, bsc-translations shall not accept any liability or grant any warranty for defects and impairments resulting from data transfer (such as virus transmission, violation of the duty of confidentiality, damage of data), as long as no gross negligence can be assumed on the side of bsc-translations.
6. Compensation for damages
6.1 All claims for damages against bsc-translations shall be limited to the (net) invoice amount unless legally required otherwise. A liability for loss of profit shall be excluded. Cases in which the damage was caused wilfully or by gross negligence and cases of personal injury shall be excluded from this compensation restriction.
7. Retention of ownership
7.1 All documents provided to the Buyer within the scope of the order shall remain the property of bsc-translations until all liabilities arising from the contract have been settled.
7.2 All kinds of documents not included in the order, such as parallel texts, software, brochures, catalogues and reports, as well as all documents ensuing costs such as literature or scripts, shall remain the intellectual property of bsc-translations and are protected by the relevant statutory provisions.
7.3 The distribution and reproduction of such documents is subject to the prior consent of bsc-translations.
7.4 All Translation Memories created during one or several orders shall remain the property of bsc-translations unless agreed otherwise.
7.5 Translation Memories made available by the Buyer shall remain the property of the Buyer unless agreed otherwise.
8.1 bsc-translations shall not be responsible for verifying whether the Buyer has the right to translate the source texts or have them translated. The Buyer explicitly guarantees that he/she holds all rights for placing the translation order.
8.2 In case of copyrighted translations, the Buyer shall indicate the intended use of the translated text. The Buyer shall only acquire such rights which correspond to the indicated intended use of the translation.
8.3 The Buyer shall be obliged to hold bsc-translations harmless against all claims raised by third parties resulting from the violation of copyright, neighbouring rights, other commercial proprietary rights or personal privacy rights. This shall also apply if the Buyer does not indicate any intended use or if the translation is used for purposes other than indicated. bsc-translations shall immediately notify the Buyer of any such claims and inform him/her in the event of court proceedings. If the Buyer does not join bsc-translations as third party in the proceedings, bsc-translations shall be entitled to accept the plaintiff´s claim and to hold herself harmless against the Buyer regardless of the legitimacy of the recognised claim.
9. Payment terms
9.1 Unless otherwise agreed, the payment shall be made without deductions within 14 days upon receipt of invoice. bsc-translations shall be entitled to demand an appropriate payment on account in advance. If the collection of the translation is agreed on and the translation is not collected on time by the Buyer, the Buyer´s payment duty shall become effective on the agreed day on which the translation is made available for collection.
9.2 If payment is delayed, bsc-translations shall be entitled to retain the work documents made available by the Buyer (e.g. documents to be translated). If payment default occurs, reasonable default interests shall be charged.
9.3 If the Buyer violates the terms of payment agreed with bsc-translations (e.g. payment on account), bsc-translations shall be entitled, after notifying the Buyer, to stop working on current orders until the Buyer meets the agreed payments conditions. This shall also be applicable for orders where a fixed delivery deadline has been agreed on (see Point 3.3). The ceasing of work shall, on the one hand, not entitle the Buyer to legal claims against bsc-translations and, on the other hand, bsc-translations shall not be prejudiced in her rights in any way.
9.4 Cancellation policy
In case of cancellation of an ordered translation on which work has already begun, the Buyer shall be liable to pay bsc-translations for the translation and all other services performed by bsc-translations before being notified of the cancellation.
bsc-translations shall be notified of the cancellation of ordered interpreting services in a timely manner (at least 3 weeks in advance). All possible expenditures (hotel or travel fees) incurred before then shall be paid under all circumstances.
In case of short-term cancellations (1 week in advance or less), 100% of the total costs agreed, including possible expenditures incurred, shall be paid.
10. Duty of confidentiality
bsc-translations shall be legally bound to confidentiality and shall undertake to oblige all subcontractors to observe the same level of confidentiality.
11. Severability clause
Should individual provisions in these conditions be legally ineffective, such ineffectiveness shall not affect the validity of the General Terms and Conditions as a whole. Should one provision of these General Terms and Conditions be or become completely or partially void or unenforceable, both contracting parties shall endeavour to replace it by an effective and enforceable provision which comes closest to the commercial purpose of the provision to be replaced.
12. Written form
All modifications and additions to these General Terms and Conditions and of other agreements laid down between bsc-translations and the Buyer shall be made in writing.
13. Applicable law and jurisdiction
The place of performance of all contractual relationships, subject to the present General Terms and Conditions, shall be the registered office of bsc-translations. For any dispute arising from this contract the relevant appropriate court in Vienna, Austria, shall be responsible. Austrian law is applicable with exemption of referral rules and the UN Sales Convention.