General Terms and Conditions for the Provision of Translation Services
A natural or legal person (hereinafter the ‘client’) who commissions translation, localisation, editing or any other language service from Transly (hereinafter the ‘translation agency’) enters into a binding contract with Transly (Välek OÜ) on the following terms.
DEFINITIONS
Terms and conditions – the general terms and conditions for the provision of services of Transly (Välek OÜ).
Translation agency – Transly, Välek OÜ (a company registered in Estonia; registry code 12725926).
Translation – the written translation of information from the source language into the target language.
Translator – a person who performs translation.
Editing – checking a translation to ensure it is suitable for the agreed purpose, comparing the source text with the target text and making the necessary corrections to the target text.
Editor – a person who performs editing.
Source text – any document, material, text elements, images, photographs, graphics, layout or other data to be translated.
Source language – the language in which the source text has been prepared.
Additional materials – all documents, materials, text elements, images, photographs, graphics, layouts or other data in any form submitted by the client to the translation agency in addition to the source text(s).
Target language – the language in which the target text is presented.
Target text – the result of the translation services prepared and delivered by the translation agency to the client as part of a specific order, including all final documents, files, materials and other translated work.
Translation services – translation work or other related services provided by the translation agency to the client.
Client – a person, company or organisation to whom the translation agency provides translation services in accordance with these terms and conditions.
Order – an officially approved document or equivalent written confirmation by which the client requests the translation agency to provide translation services and deliver the completed work to the client.
1. Specific requirements
1.1. When placing an order, the client provides instructions regarding all material aspects of the order. When ordering translation services, the client must clearly specify the target audience of the translated text and the intended purpose of the translation.
1.2. If the client does not inform the translation agency of the intended purpose of the translation, the translation agency prepares the translation at its own discretion and using its best judgement.
1.3. The client provides the translation agency with the documents to be translated and, where possible, any other supporting materials required to perform the work, such as previous translations and terminology databases. In addition, the client must respond to the translation agency’s questions concerning the text to be translated.
1.4. The translation agency is not obliged to identify or correct any errors in any material submitted by the client for translation and is not liable for any damage arising from such errors.
2. Placing orders, activities of the translation agency, co-operation between the parties
2.1. The client submits the order together with the source text to the translation agency, which confirms receipt and acceptance of the order in writing. A professional service contract for a specific translation project is concluded once the parties have agreed in writing on the intended use of the translation, the deadline and the fee, and the translation agency has received the source text to be translated. The client bears all risks arising from the process of submitting the source text, in particular the risks of delayed delivery, loss, damage or destruction of the document. If the source text becomes illegible or otherwise unusable and therefore needs to be resubmitted, the translation agency will notify the client of this immediately in writing.
2.2. The translation agency is not required to verify the legal validity of the authority or competence of the person representing the client when the order is submitted, and once the order has been confirmed, the client cannot request a reduction of the agreed fee on the grounds that the representative lacked competence or exceeded their authority.
2.3. If the client has not paid invoices issued for previous orders by the due date, the translation agency has the right to refuse the client’s subsequent orders until all overdue invoices have been paid in full.
2.4. If an order involves specialist terminology, the client must appoint a contact person whom the translation agency can consult for clarification regarding specialist terminology and who must be available to the translation agency throughout the translation process. If, when ordering the translation of a specialist text, the client wishes to follow terminology previously used in similar texts or texts on the same subject, the client must make previously completed translations available to the translation agency, together with any additional references, terminology databases or a reference to a dictionary of specialist terminology.
2.5. The translation agency has the right to engage subcontractors to carry out translation work and to enter into contracts with them. The translation agency is responsible for the activities of its subcontractors.
2.6. The translation agency is required to provide the translation at a quality level that ensures that it properly fulfils its intended purpose. If the client has provided a terminology database together with the source text, the translation agency must use the terms contained in that database in the translation.
2.7. The client must check the translation produced by the translation agency promptly after receiving it.
2.8. After sending the translated text to the client, the translation agency retains the source text for one year, unless otherwise agreed with the client.
2.9. A prerequisite for meeting the requested deadline is that the translation agency receives all materials relating to the translation at the same time as the order. If some or all of the texts arrive late, the deadline is extended by the period of the delay.
2.10. If the client cancels an order for reasons not attributable to the translation agency, the client is required to reimburse the agency for all reasonable costs related to the provision of the translation services and to pay proportionately for the verifiable translation services performed up to the date of cancellation, together with any other losses incurred by the translation agency.
2.11. If the client does not provide the translation agency with the text to be translated when requesting a quote, the translation agency provides the client with a provisional quote. Once the translation agency has received the text to be translated, it provides a revised quote, where necessary, and commences work after the client has approved the quote.
2.12. The total price of the translation service depends on the number of words in the source text. If it is not possible to verify the word count of the document when the quote is approved, the word count of the document in the target language is used as the basis for calculating the price.
3. Translation service rates, free services, payment terms
3.1. The price of translation or other language services is determined in accordance with the current price list of the translation agency, which is applied according to the type of service or as agreed between the translation agency and the client. When preparing a quote, the translation agency reserves the right to deviate from its standard price list and is prepared to explain the reasons for doing so at the client’s request.
3.3. The client sets out the requirements for delivery of the translation and the translation agency makes every effort to meet the client’s requirements. Late delivery does not entitle the client to refuse payment for the work completed.
3.4. The translation agency does not charge an additional fee for printing the target text, simple formatting (eg dividing the text into paragraphs, using bold or italic typeface) (excluding charts and tables), spell-checking, proofreading and electronic delivery (preferably by email). If the document is not delivered electronically, the client bears the costs of delivering the translated document.
3.5. The services provided by the translation agency are considered intellectual property. Until the orders have been paid for in full, the translation agency retains the right to use this property. Intellectual property rights are transferred to the client only after the order(s) have been paid for in full.
3.6. The client pays for the translation services within fourteen (14) calendar days of receiving the invoice for the translation services, unless otherwise agreed in writing; the invoice is paid by bank transfer to the bank account specified on the invoice issued by the translation agency. In the event of late payment, the client pays the agency late payment interest of 0.02% on the outstanding amount. Late payment interest accrues from the first day of default.
3.7. If work is suspended at the client’s request for more than 30 days at any stage of the assignment, the client is invoiced in full for all costs incurred up to that point.
3.8. The translation agency reserves the right to charge for work in progress if the completion time exceeds 30 days. The translation agency also reserves the right to require partial or full payment in advance for the work to be carried out.
4. Corrections, amendments, review and approval
4.1. If the client finds any deficiencies or errors in the translation, the client must notify the translation agency within seven (7) days of receiving the translation. The translation agency will correct the deficiencies and errors within the timeframe agreed with the client.
4.3. If a client wishes the translation agency to amend the translation, and insists that the translation agency make these amendments, the translation agency reserves the right to charge a separate fee for such amendments, unless these amendments or corrections are necessary due to objective shortcomings in the translation produced by the translation agency.
4.4. If the translation is provided to the client for review and approval before final delivery, the client must provide feedback to the translation agency within the agreed timeframe so that the translation agency can finalise the translation.
5. Warranty
5.1. The client is responsible for ensuring that they have the legal capacity and are fully authorised to place an order with the translation agency for translation services. If a third party makes a claim against the translation agency on the grounds of copyright infringement or any other legal basis, the client undertakes to indemnify the translation agency against any liability.
5.2. No warranty claims may be made against the translation agency in relation to the translation of texts that are difficult to read (handwritten or blurred) or difficult to understand. The translation agency is not liable for translation errors resulting from errors, deficiencies or ambiguities in the source text.
5.3. The client acknowledges that sending texts as unencrypted attachments may not ensure the confidentiality of the text. Confidential texts are recommended to be sent in encrypted form by separate agreement between the parties. The client sends texts by email, or requests that they be sent by email, at their own risk.
5.4. If the client orders an urgent translation, the translation agency may not be able to guarantee the same level of quality as for a standard translation.
5.5. The translation agency is not responsible for the accuracy of conversions of units of measurement, currencies or similar data.
5.6. The translation agency carries out translations with due care but may not always be able to meet the subjective expectations of the client.
6. Copyright
6.1. Copyright in the translation transfers to the client once all invoices payable to the translation agency for that translation, including any late payment interest due, have been paid in full.
6.2. These terms and conditions do not grant the client any intellectual property rights to any materials, including computer software and systems, developed by the translation agency or third parties, which the translation agency may use in providing translation services or transmitting data to the client.
6.4. The translation agency is not liable to the client or any other person for any costs, claims or losses (including any consequential losses) arising from any infringement of copyright in materials submitted for translation or any accompanying reference materials, and the client indemnifies the translation agency against all costs, claims or demands arising from such materials, their use, translation or publication.
7. Confidentiality
7.1. The translation agency acknowledges that the information to be translated is confidential. Therefore, the translation agency adheres to strict confidentiality requirements when providing translation services. The privacy policy of the translation agency is available here.
7.2. The translation agency undertakes not to disclose, copy or use confidential information relating to the client’s business operations, including, but not limited to, information concerning the client and its clients, employees and subcontractors, pricing or any other information relating to the client’s business operations or those of the client’s clients. This obligation of confidentiality applies to all information that is not freely available to the public.
7.3. If, in the course of official duties, the translation agency makes information relating to the provision of translation services available to the client, including information about its subcontractors, the client must treat such information as confidential and may not use or disclose it to third parties.
7.4. If the identity of one of the translation agency’s subcontractors becomes known to the client in connection with an order on which that subcontractor is working, the client is prohibited from contacting the subcontractor regarding any future translation work.
8. Force majeure
8.1. The translation agency will notify the client immediately of any force majeure event, specifying the circumstances constituting force majeure. Force majeure entitles both the translation agency and the client to withdraw from the contract, but the client is obliged to pay the translation agency for work already carried out in all cases. The translation agency will assist the client, to the best of its ability, in finding an alternative provider for the order.
8.2. Force majeure includes strikes, lock-outs, labour disputes, civil unrest, natural disasters, acts of war and any other circumstances that significantly affect the ability of the translation agency to fulfil the order as agreed.
9. Disputes and applicable law
9.1. The translation agency complies with the ISO 17100:2015 standard and follows the code of ethics and principles of responsible business conduct, and implements a quality management system designed to prevent client complaints and resolve any issues arising from them. If a client of the translation agency submits a complaint regarding the quality of the services or a specific translation, the translation agency will investigate the complaint and enter into correspondence with the client to resolve the issue in a manner satisfactory to both parties. The translation agency makes every effort to resolve all disputes amicably and expects its clients to do the same. Any disputes that the parties are unable to resolve themselves will be settled by Harju District Court. The court’s decision is final and binding on all parties involved.
9.2. These general terms and conditions of service must be construed in accordance with the laws of Estonia.
Transly (Välek OÜ), 1 January 2023
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