1. GENERAL PROVISIONS
1.1. These general terms and conditions (hereinafter the Terms and Conditions) regulate the relationships between Muuz Translations (hereinafter referred to as “Contractor”) and legal entities (hereinafter referred to as “Client”) ordering translation, proofreading or other provided services.
1.2. These Terms and Conditions form an integral part of any contract or a contractual relationship (even if such contract is not formally signed) between the Client and the Contractor and they are binding on both parties.
2. DEFINITIONS
2.1 In these Terms and Conditions, the following terms shall have the following meanings, unless the context otherwise requires:
“Confidential Information” means in respect of either party, confidential information (in any form) which concerns that party or its business or finances which that party discloses to the other in connection with the Services, but excluding any information: (a) which is publicly known or becomes publicly known other than by a breach of these Terms and Conditions; or (b) which, when it is disclosed to the other party, is already known to that party; or (c) which after being disclosed to the other party, is disclosed to that party again by a third party at liberty to disclose it to that party.
“Intellectual Property Rights” means patents, copyright, database rights, registered designs, design rights, utility model rights, registered trademarks, rights in unregistered trademarks, rights in know-how and inventions and all other industrial or intellectual property rights (whether registered or not and including all rights to apply for any such registered rights) arising anywhere in the world;
“Original Works” means the documents, files, materials and works provided by the Client to the Contractor for the purposes of carrying out the Services;
“Party” means the Client or the Contractor and “parties” means both of them;
“Services” means the services to be provided, or which are provided, by the Contractor under these Terms and Conditions;
“Contract” means the contract between the Client and the Contractor for the supply of Services formed by a quotation, the purchase order from the Client or written confirmation of quotation acceptance (usually by email), together with these Terms and Conditions;
“Translated Works” means the result of all translations of Original Works and Services prepared by the Contractor in the course of providing the Services and provided to the Client.
3. RIGHTS AND OBLIGATIONS OF THE CONTRACTOR
3.1. The Services shall be carried out using reasonable skill and care in accordance with the standards of the industry.
3.2. The Contractor shall use all reasonable skill and care in selecting translators and other personnel used to produce the Translated Works and perform the Service.
3.3. The Contractor will use reasonable endeavours to provide the Services to meet the specific requirements of the Client provided that the Client notifies the Contractor in writing of any specific requirements and these requirements are agreed in writing between the parties prior to acceptance by the Contractor of the relevant order.
3.4. The Contractor has the right to request from the client additional information, explanations and specifications concerning the Original Works being translated (including terminology, abbreviations etc.).
3.5. The Contractor may engage sub-contractors to supply the Services. The Contractor shall be entitled to select such sub-contractors as it thinks fit to perform the Services. No sub-contracting shall relieve the Contractor from its obligations to provide the Services in accordance with the terms hereof.
4. RIGHTS AND OBLIGATIONS OF THE CLIENT
4.1. The Client shall communicate to the Contractor the purpose for Translation Services. If the Contractor is not given this purpose, the Contractor considers that the translation is intended for a general purpose (i.e. for informative purposes) and any later claims shall not be accepted for the reasons concerning the purpose of use of the translation.
4.2. If the Original Works for translation contain any technical terms, special company terminology, uncommon abbreviations etc., the Client shall provide the Contractor with a list of relevant terms in the appropriate language, background documentation containing agreed terminology (referential texts) or ensure the possibility for the Contractor to consult the terminology with the Client. If this is not the case, the Contractor shall apply general terminology used in similar texts and no later claims concerning terminology shall be considered.
4.3. The Client warrants, represents and undertakes that the Original Works submitted by the Client shall not contain anything of an obscene, blasphemous or libellous nature and shall not (directly or indirectly) infringe the Intellectual Property Rights of any third party.
5. QUOTATIONS
5.1 Quotations are issued on the basis of Client’s Original Works or description of Client’s Original Works, the purpose and subject matter of the Services to be provided and any other instructions. The Contractor reserves the right to amend the quotation at any time if in Contractor’s opinion the description of the Original Works is inadequate or inaccurate or if the instructions change.
5.2. Verbal quotations or any estimate given prior to receiving the Original Works are not binding and are subject to a written quotation upon receiving the Original Works.
5.3 Each quotation shall remain open for acceptance for 30 days from the date of that quotation, after which it may be subject to revision.
5.4. The Contractor reserves the right to charge an additional amount to the quoted one and adjust the terms of delivery in case the Client makes changes or additions to the Original Works after the work has started. Such a surcharge shall be agreed with the Client in writing before continuing with the work.
6. ACCEPTANCE OF WORK
6.1. A Contract on provision of Services may be concluded in writing. A contractual relationship between the Contractor and the Client may be established even without concluding a written contract based on a written order which was sent or otherwise delivered to the Contractor and accepted by the Contractor in writing. Such an order shall be binding on both parties.
6.2. An acceptance of a valid price quotation delivered by the Client in writing to the Contractor shall also be considered a binding written order based on which a contractual relationship shall arise between the Client and the Contractor upon the acceptance of such order by the Contractor.
7. DELIVERY
7.1. The Contractor shall use all reasonable endeavours to meet any delivery dates for the Services in the Contract but such dates are estimates only and, unless otherwise expressly agreed by the Contractor in writing, are not binding on the Contractor. No delay shall entitle the Client to reject any Translated Works or cancel the Contract.
7.2. Where the Contractor has agreed in writing to a date for delivery of the Translated Works then time will be considered of the essence.
8. CANCELLATION
8.1. In the event that the order is cancelled after the commencement of work, the Contractor reserves the right to charge a cancellation fee of an amount equivalent to the work carried out by the time of notification of such cancellation of the order.
8.2. The work carried out shall be made available to the Client.
9. PRICES
9.1. Prices are defined either in a Contract or in a price quotation confirmed by the Client in writing.
9.2. Prices for Services are set with respect to: purpose of translation, language combination, complexity of the Original Works, quality of the Original Works, required delivery date, required graphic layout, file format or other Client’s requirements.
9.3. Price for Translation Services is generally calculated on the basis of number of words in the Original Works. Prices for Services may also be calculated on the basis of other units agreed upon by the parties, such as hours, lines, pages, characters etc.
9.4. If the Original Works are in the format not allowing knowing the number of words or if it is in printed form, the price is calculated based on the number of words in the Translated Works. In this case, quotations are based on estimated number of words and the price is invoiced according to the actual number of words in the Translated Works.
9.5. The Contractor shall have the right to set an extra charge for work during weekends and holidays, for translation of audio or video recordings, translation of poorly legible texts or express translations.
9.6. All Services are subject to a minimum charge, which depends on the type of Service requested by the Client.
10. PAYMENT TERMS
10.1. Payment shall be made within 14 calendar days of the invoice date by bank transfer to Contractor’s bank account unless otherwise agreed. All payments shall be made without deduction or set-off.
10.2. All invoices are payable in Euros. Clients transferring money in other currencies must ensure that any bank charges, conversion charges or other costs are met fully by the Client and not passed on to the Contractor.
10.3. The Contractor has the right to request an advance payment, deposit or payment in instalments. Where the Services are being provided in stages and/or over a period of more than 30 days, the Contractor can invoice the Client upon completion of each stage of the work or at monthly intervals.
10.4. Failure by the Client to pay any invoice in accordance with these Terms and Conditions shall entitle the Contractor to suspend further work both on the same order and on any other order from the Client without prejudice to any other right the Contractor may have. Property in the Translated Works shall not pass to the Client unless and until payment therefore has been made in full.
10.5. The Contractor reserves the right to charge interest on overdue accounts, such interest to be calculated monthly on the amount outstanding at the rate of 1 per cent per month on the sums due on each unpaid invoice.
11. CONFIDENTIALITY
11.1. Subject to clause 11.2 and save as necessary in order for the Contractor to provide the Services neither party may use or disclose any of the other party’s Confidential Information.
11.2. Either party may disclose the Confidential Information of the other:
11.2.1 when required to do so by law or any regulatory authority, provided that party required to disclose the Confidential Information, where practicable and legitimate to do so:
(a) promptly notifies the other party of any such requirement; and
(b) co-operates with the other party regarding the manner, scope or timing of such disclosure or any action the other party may take to challenge the validity of such requirement.
11.2.2. to its (or any of its associated company’s) personnel, sub-contractors’ personnel or any person whose duties reasonably require such disclosure, on condition that the party making such disclosure ensures that each such person to whom such disclosure is made:
(a) is informed of the obligations of confidentiality under these Terms and Conditions; and
(b) complies with those obligations as if they were bound by them.
11.3. The obligation of confidentiality contained within this clause shall survive termination of the Contract howsoever caused.
12. INTELLECTUAL PROPERTY
12.1. All Intellectual Property Rights (including, but not limited to copyright) in the Original Works and, subject to full payment of the invoice for the relevant Services, the Translated Works, shall vest in the Client.
12.2. The Client warrants that the Original Works do not and will not infringe any Intellectual Property Rights of any third party and that by using the Original Works in the performance of the Services the Contractor shall not infringe any Intellectual Property Rights of any third party.
12.3. The Client agrees, upon demand, to indemnify the Contractor (which includes its personnel and sub-contractors), and keep the Contractor indemnified, from all claims, liabilities, losses, damages, injury, costs and expenses of whatever nature suffered by the Contractor relating to the Original Works, including any claim relating to breach of any third party Intellectual Property Rights by such Original Works.
13. COMPLAINTS AND DISPUTE RESOLUTION
13.1. The Client shall notify the Contractor within 1 month of the delivery of the Translated Works of any claim arising out of the provision of the Services and/or the Translated Works, together with full details of any claim.
13.2. Any claim is to be submitted in writing. The claim must contain concrete reasons and description of defects and scope of their occurrence and may also contain a proposal for resolving the claim.
13.3. The Translated Works are considered as faulty if they do not meet the agreed order requirements or are not made in adequate quality and are not fit for its stated purpose. In any other case it is considered that the Translated Works were made properly.
13.4. If the Contractor considers the claim as justified, it shall ensure appropriate rectifications or proofreading immediately and at its own costs.
13.5. If the Contractor considers the claim as justified and the Client does not accept rectifications from the Contractor, the Client shall be offered a discount corresponding to the scope of defects. The Contractor’s entire liability to the Client under any Contract in respect of the Services and the Translated Works shall not exceed the price payable to the Contractor by the Client under the Contract to which any claim relates.
13.6. If the Client has any doubts regarding quality of the Translated Works and has the quality assessed, or proofreading or a new translation performed by a third party without Contractor’s knowledge and approval, the Contractor shall not be obliged to pay the costs of such work.
13.7. Any claims on the part of the Client will in no way delay payment for the Services received.
14. LIABILITY
14.1. Save in respect of death or personal injury resulting from the Contractor’s negligence, the Contractor’s liability to the Client in respect of the provision of the Services and/or the Translated Works and/or otherwise arising out of the Contract howsoever shall be limited as follows:
14.1.1 the Contractor shall not be liable for loss, damage, costs or expenses resulting from any claim made against the Client by a third party;
14.1.2 the Contractor shall not be liable for loss of profits, loss of contracts, loss of revenue, damage to the Client’s reputation or goodwill, or loss of anticipated savings (whether direct or indirect);
14.1.3 the Contractor shall not be liable for any indirect or consequential loss or damage whatsoever; and
14.1.4 the Contractor’s aggregate liability to the Client under any Contract including but not limited to in respect of the Services and the Translated Works shall not exceed the price payable to the Contractor by the Client under the Contract to which any claim relates.