General Terms & Conditions
General Terms and Conditions of Business for Translation Services
- Word Connection GmbH
1. General provisions
2. Placing the order
3. Delivery
4. Terms of payment
5. Copyright/reservation of ownership
6. Guarantee – Liability – Notice of defects
7. General comments concerning translation work
8. Transmission and dispatch
9. Other provisions agreed
1. General provisions
Unless explicitly agreed otherwise, our General Terms and Conditions of Business which have been notified to the Contracting Partner (hereinafter also referred to as "customer") shall apply.
Our Contracting Partner hereby agrees that, in the event of general terms and conditions of business being used by it, in case of doubt our terms and conditions are to be taken as a basis, even if no objection is raised to the Contracting Partner's terms and conditions.
Any actions which we take as part of our contractual duties shall, to that extent, not be deemed consent to any contractual terms and conditions which deviate from our terms and conditions. However, should any doubts remain concerning how the contract is to be interpreted, these are to be dispelled by any content which is usually agreed in comparable cases being deemed to have been agreed.
2. Placing the order
Our offers are non-binding. The contract shall only be considered concluded once we have issued an order confirmation.
Should a quote for translation services be requested from Word Connection GmbH, it will be provided to the best of our professional ability, however no guarantee can be provided in regard to its accuracy. Should there be an increase of over 15% in the costs after the order has been placed, the Contracting Partner will immediately inform the Principal about it. Should it involve inevitably exceeding the costs by up to 15%, a separate agreement will not be necessary, and said costs may automatically be invoiced.
3. Delivery
Should the Customer request particular delivery deadlines, these shall only be deemed to have been agreed if the delivery deadline is confirmed in writing by Word Connection GmbH.
The Customer is, in any case, required to accept the deadline being exceeded slightly without it being entitled to assert a claim for damages or withdraw from the contract, unless a fixed deadline has explicitly been agreed.
A delivery shall be deemed to have been made once the written version of the translation has been sent to the Customer.
4. Terms of payment
Payment for our services invoiced, including any partial deliveries, must be received by us by the due date without any deductions. In the event of arrears of payment, we charge 9.2% above the reference interest rate, in line with Sec. 352 Austrian Commercial Code (UGB). Non-compliance with the terms of payment shall entitle us to withdraw from the contract without setting a grace period and require the payment of damages due to non-fulfilment. The retention of payments due to alleged counterclaims on the part of the Customer which are not recognised by us, as well as the offsetting of such claims with said counterclaims, is not permitted. The assignment of any claims asserted against us by the Customer to third parties shall not be permitted without our prior written consent.
5. Copyright/reservation of ownership
The translation delivered, as well as the copyright in it shall remain the property of Word Connection GmbH until such time as all receivables have been settled in their entirety. The Customer shall therefore not be entitled to use the work results until such time as payment has been made in full. Should the translation undertaken by Word Connection GmbH not be directly for the Customer but for a third party, Word Connection GmbH reserves the right to notify said third party about said open claim and the resulting illegitimacy of using the translation, and, if necessary, request said third party to settle the outstanding claim.
6. Guarantee – Liability – Notice of defects
At the time of placing the order, the Customer needs to inform Word Connection GmbH in writing if the translation requested is not for a general purpose, but rather has a specific background, such as the publication of the translated text in print media or for advertising purposes, or also if it is supposed to serve legal purposes, such as application or patent procedures.
Should the Customer use the translation for a special purpose as set out above, but have failed to inform Word Connection GmbH about it, Word Connection GmbH cannot assume any particular liability for the translation work.
Notwithstanding the above, the Customer shall assume sole liability in regard to the professional and linguistic correctness of the translated source text.
Should any complaints concerning defects arise due to the quality of the translation, the Customer is to assert said defect vis-à-vis Word Connection GmbH in writing without delay. Word Connection GmbH shall then subsequently have a reasonable grace period to remedy any defects. Should Word Connection GmbH not be granted such a grace period, the company shall be released from any liability for defects. Should the defect be remedied by Word Connection GmbH within the reasonable grace period set, no claim to a reduction in the price shall exist.
Warranty claims shall not entitle the Customer to withhold the agreed payments.
Apart from those cases in which the law provides for the right of rescission, Word Connection GmbH reserves the right, at its own option, to fulfill any warranty claim by way of either improvement or a reduction in the price.
It shall be up to the customer to prove that a defect existed at the time of delivery.
The translated text and/or the translation work need to be checked by the Customer immediately, and any identified defects are to be notified to Word Connection GmbH immediately. Should a notice of defects not be issued on time, the translation shall be deemed to have been approved. The assertion of warranty or damage claims, including claims for consequential damage due to defects, as well as the right to withdraw from the contract based on defects, is excluded in such cases. The guarantee period for the translation delivered and/or the work supplied shall, however, not exceed 6 months.
Damage claims made against Word Connection GmbH shall be limited to the amount of the order, unless anything to the contrary is stipulated by mandatory statutory regulations. This does not include any cases where damage has been caused by Word Connection GmbH based on gross negligence or wilful intent. Liability for lost profits or consequential damage is excluded.
Damage claims in cases of slight negligence are excluded. This does not apply to personal injury. Any damage claims shall lapse 6 months after becoming aware of the damage and tortfeasor, and in any event within 3 years of the service being provided or the delivery being made.
Other than in the case of personal injury, Word Connection GmbH shall only incur liability if gross negligence is proven by the injured party.
Should the Customer provide explicit notification in its order that it intends to publish the translated text, Word Connection GmbH shall only incur liability if the Customer submits the galley proofs (etc.) prior to the publication. Word Connection GmbH shall be due cost reimbursement for the correction and shall invoice the Customer based on an hourly fee for the hours required.
In the event of "Acts of God", for example in the case of accidents, acts of war, strikes and any unforeseeable hindrances significantly, which impair the ability of Word Connection GmbH to complete the order as agreed, Word Connection GmbH shall be entitled to withdraw from the contract.
7. General comments concerning translation work
Word Connection GmbH shall not be obliged to check the material to be translated in regard to any third party rights (copyrights, etc.). Rather, Word Connection GmbH can proceed on the assumption that the Customer possesses all necessary rights in regard to the source material (text to be translated, etc.).
Should an order be placed for the translation of texts that are protected by copyright, the Customer needs to explicitly specify the purpose for which the translation will be used. The Customer shall hold Word Connection GmbH harmless in regard to any third party claims of any kind based on any infringements of copyrights, ancillary copyrights and any other intellectual property rights or personal rights. Should a third party sue the Customer, the latter must immediately inform Word Connection GmbH about it and, in the event of a dispute before a court, notify Word Connection GmbH of the dispute. In regard to the translation, adaptation and exploitation of works of literature and art, the Customer is hereby explicitly being made aware of Art. 8 RBC Revised Berne Convention for the Protection of Works of Literature and Art), as well as Secs. 5 and 14 Austrian Copyright Act (UrhG).
Should no special agreements have been entered into concerning the qualitative requirements in regard to the translation work or should no specific requirements be apparent due to the nature of the order placed, the translation services of Word Connection GmbH shall be provided to the best of its knowledge and belief. In the case of incomprehensible or incoherent source texts, the translation will correspond as closely as possible to the original text. Stylistic improvements may be made by Word Connection GmbH and shall not be deemed a translation defect. This shall also apply to approximate translations” of specific terminology (for example in case of in-house terminology of the customer)
Should conversions of numbers, quantities and weights etc. become necessary in the translation, Word Connection GmbH shall not assume any liability for the reproduction of numbers.
Any text passages in the source text which are not written in Latin script or which are illegible do not have to be included in the translation and shall also not be recognised as a translation defect should an attempt at translation be made. Should the source text be subject to any restrictions such as non-disclosure obligations, the Customer shall be required to explicitly inform Word Connection GmbH about it, so that corresponding precautions can be taken, especially as Word Connection GmbH may also make use of the services of third parties to implement the agreement.
8. Transmission and dispatch
The translation will be dispatched and/or transmitted electronically at the Customer's risk. Word Connection GmbH shall not incur any liability for the defective transmission of the texts or for the loss of them, or for their being damaged or lost when dispatched by non-electronic means.
9. Other provisions agreed
Any provisions agreed, subsequent amendments, additions, ancillary agreements, etc. shall require to be made in writing in order to be legally valid, i.e. also bear an original signature or otherwise a secure electronic signature. Any declarations, notices, etc. addressed to us are required to be made in writing in order to be legally valid, i.e. also bear an original signature or a secure electronic signature.
Austrian substantive law shall apply. The applicability of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded. The contractual language shall be German or English.
The court having jurisdiction concerning the subject matter at the registered office of our company shall be responsible for deciding on any disputes arising from this contract. However, we shall also be entitled to file a lawsuit at the general place of jurisdiction of the Contracting Partner.
The invalidity of any individual provisions of this contract or its components shall not affect the validity of the contract as a whole.
