General Terms and Conditions
In these General Terms and Conditions ‘the Translation Company’ shall be understood to mean: Active Translators S.R.L., with its headquarters on Str. Florin Medeleț nr 5 Sc. A Ap. 2, Timișoara, Romania.
Article 1 – General
These General Terms and Conditions are applicable to all assignments for translation and/or related services, accepted by Translation Company and the Customer unless otherwise agreed in writing or required by law.
The Translation Company performs written and oral translation services according to the ISO 17100 quality standard, as well as adaptation, localization, terminology management, transcription, transcreation, graphic design, image processing, linguistic and cultural consultancy. All the translators who perform the translation service have the necessary qualifications and the project translation and management process are carried out according to the quality standard, including the steps agreed upon with the Client (translation / revision / proofreading / automatic check). The services supplied may differ from one order to another, depending on the options chosen by the Client from the list of services offered by the Translation Company.
Article 2 – Quotations, conclusions of contracts
2.1 General quotations and estimates provided by the Translation Company shall not entail any commitment.
2.2 If the Translation Company hasn`t had the opportunity to see the entire text to be translated prior the quotation step, it may at any time revoke or change prices and dates of delivery quoted. The Client’s written acceptance of the quotation submitted by the Translation Company shall constitute a contract.
2.3 The price quote for a translation project is valid for 30 days.
Article 3 – Changes to or cancellation of orders
3.1 If the Client makes changes to an order after the order was placed and the Translastion Company already started working on it, it entitles the Translation Company to either modify the price and/or deadline already agreed or to refuse to undergo the order. In the latter case, the Client will be required to pay in full for the already performed work. and, where appropriate, to pay compensation for the time spent (on the basis of an hourly rate) on research for that part of the work not performed. At the Client request`s, The Translation Company shall make the work performed available to them, but shall accept no responsibility for its quality.
3.3 If the Translation Company designated time for executing an order that has been cancelled, the Client may be charge with up to 50% of the agreed price for that part of the work not performed.
Article 4 – Execution of orders and non-disclosure clause
Individual orders can be sent by the Client by e-mail and are an integral part of this contract. In order to be valid, the orders must contain the identifying data of the person issuing the order, the files to be translated and the specifications regarding the purpose of the translation, the delivery format, delivery deadline and, where appropriate, the reference materials for translators.
An order is considered valid after the Translation Company has confirmed the receipt thereof, the price and the delivery deadline.
Article 5 – Agreed date and time of delivery
Delivery dates shall be agreed upon in writing between the Contracting Parties in association with each individual assignment.
Article 6 – Prices and payment
6.1. The value of the services performed shall be calculated based on the price negotiated between the Translation Company and the Client for each individual order sent in written form (by e-mail or fax). Individual orders are an integral part of this contract.
6.2. The payment will be made based on the invoice issued by the Translation Company. Payments become due within 30 days from the invoice being issued by the Translation Company.
6.3. If the Client fails to honor his payment obligations within the agreed timeframe, he / she is required to pay, as delay penalties, 0.04% of the invoice value not paid, for each day of delay compared to the contractual term for making a payment.
6.4. Payment will be made by bank transfer to the account specified on the invoice.
6.5. In certain circumstances, the Translation Company and the Client may agree upon early payments or partial payments during the course of the agreement.
Article 7 – Complaints and disputes
If the Client has complaints regarding the quality of the translation, he is obliged to send them within maximum 10 days from the delivery. The Client will have to point out the errors and has the obligation to give reasonable time to the Translation company to remedy them. The Translation Company undertakes to deliver an improved version of the translation at the agreed date. No additional costs will be charged to the Client if the complaints are well-founded.
Article 8 – Liability and indemnity
8.1 The Translation Company shall exclusively be liable to the Client for any loss or damage directly and demonstrably deriving from shortcomings attributable to the Translation Company. The Translation Company shall under no circumstances be liable for any other forms of loss or damage, such as indirect loss, consequential loss, trading loss, loss caused by delay in performance or loss of profit.
8.2 The Translation Company’s liability shall never exceed the invoice value, exclusive of VAT, of the part of the product or service in question, which part has already been invoiced and/or supplied or rendered.
8.3 Ambiguities in the text to be translated shall release the Translation Company from any liability whatsoever.
8.4 The Client undertakes to indemnify the Translation Company against any claims by third parties deriving from the use of the product supplied or the services rendered.
Article 9 – Dissolution and force majeure
9.1. Force majeure – any external, unpredictable, absolutely inevitable event that could not have been foreseen at the time of the conclusion of the agreement and that renders the execution and the performance of he agreement impossible – exempts the Parties from the fulfillment of their obligations undertaken herein throughout the period of the force majeure.
9.2. The performance of the agreement shall be suspended during the period of force majeure, but without prejudice to the rights which the Parties had been entitled to until the occurrence thereof.
9.3. The Contracting Party invoking the force majeure shall notify the other Party immediately and in full of the occurrence thereof within maximum 3 days from the occurrence of the force majeure and shall take all the measures available to mitigate the consequences.
Article 10 – Copyright
All the intellectual property rights and other proprietary rights, including but not limited to copyright and proprietary rights over the data resulting from the performance of the services (glossaries, translation memories), shall transfer to the Client at such time as the Client has satisfied in full all of its financial obligations to the Translation Company.
Article 11 – Privacy clause
11.1. The Translation Company undertakes to keep the confidentiality of the projects and to ensure the confidentiality of all the data and information related to the Client, its products/services, clients and employees. This obligation also remains valid after the collaboration has ended.
11.2. The Translation Company undertakes not to disclose or to reveal to third parties any information, documents or other data he has come to know during the performance of the translation or interpreting services which are the subject of this agreement and not to use them partially or in full for any other purpose than the provision of the services mentioned. The confidentiality is the responsibility of all the representatives of the Translation Company involved in any way in the performance of the agreement and not only of the legal representative who signed the agreement.
11.3. The Translation Company shall ensure the security of the data by responsible handling thereof and using the appropriate technical and IT means. The Translation Company undertakes to upgrade and maintain its IT systems to the highest standards.
11.4. The Translation Company shall be exempted from liability for the disclosure of confidential information if:
• the confidential information was public at the time of its disclosure;
• the confidential information has been disclosed after having obtained the Client`s written consent;
• the Translation Company was legally obliged to disclose the information.
11.5. If personal data are included in the translated texts, the Translation Company undertakes to ensure the confidentiality of such data in accordance with the General Data Protection Regulations.
11.6. The Client undertakes to keep the confidentiality regarding the fee paid to the Translation Company.
Article 12 Non-compete clause
12.1 The Client undertakes not to enter into direct collaboration relationships with the Translation Company’s employees and collaborators.
Article 13 – Governing law
13.1 Disputes arising from the performance of this agreement shall be settled amicably between the Parties. If the Parties fail to reach an amicable solution, the disputes shall be settled by the Court of Timişoara.