General Business Conditions
These General Business Conditions constitute the legally binding agreement between the Client and the Translator with respect to the supply of translation and proofreading services as agreed upon on a case by case basis by the Client and the Translator. In case of disagreement on the place of fulfilment or any correspondence, contract, proposal or agreement, these General Business Conditions prevail. The forwarding of source material to be processed by the Translator implies the acceptance by the Client of all contractual conditions.
1.1. Translator refers to Alpha Max Kommunikation.
1.2. Client refers to the business partner commissioning the Translator to carry out a translation or proofreading assignment.
1.3. Source material refers to electronic files, documents and other material supplied to the Translator for translation and proofreading.
1.4. Reference person refers to the person assigned by the Client to respond to any justified queries and comments that the Translator may have on the source material.
1.5. Translation and proofreading refers to the process of rendering the source material into Swedish standard language and does not involve any copywriting or styling of the finalized material beyond what is considered best practice for translation, localization and proofreading services. Any processing by the Client of the finalized material upon delivery will be considered as copywriting and styling of the material.
1.6. Finalized material refers to the final version of the translated and/or proofread source material furnished by the Client and delivered by the Translator.
1.7. Binding agreement refers to offers and estimates given in writing that are considered binding for the Translator and the Client only when clearly stated so. The Translator’s project serial number [year–source language code/proofreading code–serial number] will indicate that the Translator confirmed and registered the project and, therewith, that the agreement is binding.
2. Rates and fees
2.1. The services agreed upon will be carried out by the Translator and invoiced according to the terms and rates given in the estimate.
2.2. The Translator reserves the right to invoice the Client for the total value of the assignment, if, before the commencement and during the performance of the binding agreement and for causes that cannot be attributable to force majeure, the Client cancels the assignment and, as a result of the acceptance of the binding agreement, the Translator has lost another assignment that could have been carried out instead of the binding agreement and that other assignment was rejected by the Translator due to the binding nature of the existing agreement between the Client and the Translator thus cancelled by the Client.
2.3. The Translator reserves the right to modify the prices and rates and/or the estimated delivery date which have been indicated on the estimate, if the linguistic quality of the source material furnished, based on the professional judgment of the Translator, proves to be below standard and requiring additional improvement by the Client and/or research beyond what can normally be expected for the processing of source material released for translation. In case that the Client will not accept the efforts involved and the costs for the additional work of improving the source material prior to translation, the Translator is entitled to immediately withdraw from the assignment and the Client will be obliged to pay a pro rata sum calculated according to the amount of work laid down at the time of cancellation. However, clause 9.3 will apply.
2.4. The Translator reserves the right to immediately withdraw from the assignment and the Client will be obliged to pay for the total worth of the assignment if, upon request by the Translator, the Client fails to assign a reference person or in other ways obstructs the professional work of the Translator to a degree where the Translator based on professional judgment considers that the normal standards of professional work cannot be upheld nor the set deadline met.
2.5. The Translator will inform the Client of any additional costs and/or change of the estimated delivery date before commencing the translation and proofreading work.
2.6 According to the established trade practices, the Client is entitled to receiving a second finalized version of the translated and proofread material free of charge so as to meet the Client’s expectations to a reasonable degree. This second round of finalization, if any, must not contain any new elements in the delivered finalized material, it forms part of the standard process of supplying translation and proofreading services and can never be considered as translation or proofreading errors nor under any circumstances be accepted as a reason for payment reduction, payment delay, payment refusal or as a reason to instigate legal and/or administrative proceedings with a view to claiming damages and interest from the Translator.
3. Quality of services and source material
3.1. The Translator will carry out the services based on established trade quality standards. Special technical terms will be translated according to their conventional meaning, if applicable, based on glossaries approved beforehand by the Client.
3.2. The source material furnished to and released for processing by the Translator must be of a ready for printing quality, clearly legible and intelligible in a general linguistic sense and delivered to the Translator in the format agreed upon within the established time frame.
3.3. The Translator will not assume any responsibility for delays in delivery due to the source material and/or clarifications to queries and/or comments being furnished late, incorrectly, or not at all by the Client.
3.4. The Translator will not be liable for the misinterpretation and/or correction of any errors or omissions existing in the original source material furnished to the Translator which are not obvious and which may or may not affect the quality and/or the reliability of the finalized material to be delivered.
4. Modifications or additions to the source material
4.1. Modifications or additions to the source material furnished must be presented to the Translator with a clear indication of the modification made and its position in the material in relation to the material originally furnished.
4.2. The evaluation of the cost and time required to carry out the modifications or additions to the source material for the work which has already been initiated will be based on the quantity and type of modifications or additions as well as the amount of work which had already been laid down before the modifications or additions were furnished to the Translator.
4.3. The Translator will supply the Client with an estimate of the additional time and cost prior to incorporating the modifications or additions to the already processed material. In case that the Client will not accept the costs for the additional work of incorporating the modifications or additions into the text mass prior to translation and/or proofreading, the Translator is entitled to withdraw immediately from the assignment and the Client will be obliged to pay a pro rata amount calculated according to the amount of work completed at the time of the withdrawal from the assignment originally agreed upon.
5. Errors and Corrections
5.1. As set forth in clause 2.6., the Client is entitled to receiving a second finalized version of the translated and proofread material free of charge so as to meet the Client’s expectations to a reasonable degree. Corrections based merely on the client’s preference of a particular style and/or terminology, or in the event that there is more than one interpretation of the intrinsic meaning of a particular term or passage in the source material, this will under no circumstances be considered as errors or mistranslations that require correction, nor will the Translator be under any obligation to make any alterations free of charge, unless such preferences of style and/or terminology have been agreed upon prior to the commencement of the project in question.
5.2. The client recognizes that the Translator will not assume any responsibility or obligation whatsoever for possible errors in the translated or proofread version, unless such errors are indicated in writing within eight (8) working days at the latest of the delivery of the finalized version to the client.
5.3. The Translator will carry out the correction of the finalized material free of charge only within the time limit as set forth in clause 5.2.
5.4. With a view to facilitating any quality assurance work at all levels, the Translator undertakes to take account of minor but still obviously necessary corrections, e.g. of incorrect spelling, in the finalized material and to duly inform the Client of these minor corrections and improvements in connection with the delivery of the finalized material.
6. Limits of Responsibility
6.1. The Translator assumes no responsibility whatsoever for any damages, direct or indirect, or claims made against the client by third parties, resulting from the services carried out by the Translator, regardless of the object or the manner of the action.
6.2. The Translator will not be responsible for the return, loss or any possible damage to the source material. Should unique or valuable material be consigned to the Translator, it will be the sole responsibility of the Client to obtain an adequate insurance to cover any damages resulting from the loss or partial or total destruction of this material.
6.3. No terms, conditions or warranties, whether express or implied, about the quality or fitness for purpose of the services or the translated and proofread works shall be incorporated unless expressly set out in the agreement.
6.4. The Translator will not be held responsible, legally or financially or in any other way, for the possible refusal of translated and proofread documents by any governmental agency or other entity, if the Client has not arranged for the notarization of any translation which is required by the respective agency or other entity to be officially certified. In connection with the accepting and confirming a project, the Translator will not assume any responsibility to inform the Client concerning the necessity for such certification through notarization, nor act as a consultant in respect of the legal validity and general acceptance of such a translation in any country.
7. Declarations and Warranties
7.1. The Translator declares and guarantees that the services will be rendered in accordance with standard trade quality procedures, using all the knowledge, skills and technology available, so as to satisfy the quality standards proposed and normally applied by the Translator.
7.2. The Client declares and guarantees to be the lawful owner of the source material and that this material is free for him to use and release for processing by the Translator and that the publication, distribution, sale, resale or other use of the delivered finalized material do not in any way constitute an infringement of the intellectual property rights, trademarks, patents or other third-party rights of any other party.
8. Limits of guarantee
The Translator does not guarantee that the use of the finalized material or of material contained within it does not violate any trade secrets, copyright, trademarks, patents or other third-party rights.
9. Cancellation of the agreement
9.1. Should the Client default, the Translator will have the right to cancel the agreement immediately and the Client will be obliged to pay a pro rata sum calculated according to the amount of work completed at the time of cancellation and all work in progress. The Client will not be considered to default when this is caused by circumstances beyond the Client’s control (force majeure).
9.2. Should the Translator default, the Client will have the right to cancel the agreement and will be obliged to pay a pro rata amount calculated according to the amount of work completed at the time of cancellation and all work in progress. The Translator will not be considered to default if the work in progress is delayed due to serious acute illness or injury and/or other circumstances beyond the Translator’s control (force majeure).
9.3. The Translator reserves the right to invoice the Client for the total value of the assignment, if, before the commencement and during the performance of the binding agreement and for causes that cannot be attributable to force majeure the Client cancels the assignment and as a result of the acceptance of the binding agreement the Translator has lost an assignment that could have been carried out instead of the binding agreement and that other assignment was rejected by the Translator due to the binding nature of the existing agreement between the Client and the Translator thus cancelled by the Client without causes of force majeure.
9.4. In the event of a cancellation of the agreement, the Translator will either return to the Client, or provide for the destruction of, all source material and data provided, together with all processed material, if any, existing on the date of cancellation, as soon as possible upon payment of any sum owed.
9.5. The Translator reserves the right to withhold the source material and the finalized material by way of a guarantee of full and final settlement by the Client of any sum owed.
9.6. Neither party will be held responsible for delays or non-fulfilment when this is due to events and/or causes of force majeure not attributable to either party.
10. Title and ownership
10.1. With the exception of what is set out in 10.2. and 10.4. in respect of the finalized material, all rights relative to the source material and the finalized material, and any copyright, patents, any technology and/or commercial secrets are and remain solely and exclusively with the Client.
10.2 The copyright in respect of the finalized material is and remains solely and exclusively with the Translator until full and final settlement of any outstanding sum has been received by the Translator.
10.3. Without prejudice of what is set out in 10.1 and 10.2, the Client recognizes that the Translator is the sole and exclusive owner of all rights regarding
(i) inventions, methodology, innovations, data, technology, software and databases used in the process of translation and proofreading of the source material and
(ii) inventions, methodology, innovations, data, technology, software and databases developed by the Translator during the process of translation and proofreading of the source material, including all related rights.
10.4. The Translator reserves the right to withhold the finalized material by way of a guarantee of full and final settlement by the Client of the entire sum agreed upon.
11.1. The nature of the work commissioned and all information given by the Client to the Translator shall and will be subject to complete confidentiality.
11.2. The Translator will and must not, without the prior written consent of the client, publicly divulge or bring any such information to the attention of any third party.
11.3. The above guarantee does not apply in cases where the Translator is required by law to communicate such information, or when such information is within or comes into the public domain independently from any divulgence on the part of the Translator.
11.4. The Client acknowledges that any original works and translated, proofread and finalized works submitted by and to the Client over the Internet cannot be guaranteed to be free from the risk of interception, even if transmitted in encrypted form, and that the Translator assumes no liability whatsoever for the loss, corruption or interception of any original works or finalized works or projects.
12.1. The Client shall indemnify the Translator against and hold the Translator harmless from any loss, damage, cost or expense, including legal costs, deriving from or connected with any claim or legal action concerning (i) the execution of this agreement; (ii) the Client's violation of contractual declarations and guarantees; (iii) the production, publicity, promotion, sale or distribution of any material on behalf of the Client; (iv) any duty, tax, tariff or similar charge laid down by law or by the production, publicity, promotion, use, importation, licensing or distribution of any material on behalf of the Client; (v) any claim for damages through the violation by the finalized material of any copyright, trademarks, industrial patents and/or other third-party rights.
13. Terms and methods of payment
13.1. The payment date is the date on which the full and final settlement of the entire sum owed is credited to the bank account of the Translator. The full and final settlement shall be made via one of the following methods at no cost for the Translator.
(i) Any new Client shall arrange for the payment via bank transfer to be credited to the account as indicated by the Translator. An advance deposit of 30 (thirty) per cent of the agreed sum plus the cost of the bank transfer may be required upon consignment of the source material, with full and final settlement thirty (30) days from receipt of the invoice from the Translator. In case of a cancellation of the agreement prior to commencing the project, the deposit amount will be returned to the Client after deduction of the bank commission and costs, however, clause 9.3. shall apply.
(ii) The Client shall arrange for the payment of the full amount including the bank transfer cost payable for all agreed services within and in any case no later than thirty (30) days from receipt of invoice from the Translator, the amount of which is to be credited to the account as indicated by the Translator.
In case that a provision of these General Business Conditions is considered to be illegal, invalid or unenforceable, the remaining terms shall not be affected. The illegal, invalid or unenforceable provision shall be replaced by a mutually acceptable provision that comes closest to the intention of the provision considered to be illegal, invalid or unenforceable.
15. Place of fulfilment
Unless otherwise agreed, the place of fulfilment for deliveries from the Translator is the agreed e-mail in-box of the Client. The place of fulfilment of payments from the Client is the account as indicated by the Translator.
16.1 In the event of a dispute concerning the interpretation of these General Business Conditions, the parties agree to try to resolve this dispute in an amicable way and in good faith before having recourse to legal and/or administrative proceedings.
16.2. The Translator reserves the right, if necessary, to inform other professional translators and paying members of communities of which the Translator is a paying member of any unprofessional and/or deceitful conduct on the part of the Client.
17. Governing law and Jurisdiction
These General Business Conditions are governed by Swedish law and the parties agree that the District Court of Solna, Sweden, shall have exclusive jurisdiction. Without prejudice to this provision, the Translator reserves the right to bring an action against the Client before any competent court having jurisdiction over the Client.
18.1 The Translator reserves the right to modify these General Business Conditions as necessary at any time.