ASI GmbH – AUSTRIA SPRACHENDIENST INTERNATIONAL
GENERAL TERMS & CONDITIONS
1 Scope of services
- 1.1 In the absence of any other written agreement to the contrary, the following terms and conditions shall apply to the scope of services.
- 1.2 The client undertakes to disclose the purpose of the translation at the time it requests the contractor (ASI GmbH – AUSTRIA SPRACHENDIENST INTERNATIONAL, hereinafter “ASI”) to provide a quote or no later than at the time an order for translation is placed, for example, if the translation is
– 1.2.1 for the media, publication, and/or advertising/promotional purposes,
– 1.2.2 for use in a legal context and/or patent proceedings,
– 1.2.3 for any other purpose requiring the translator to take particular aspects of the text into consideration, or
– 1.2.4 if the translation is intended for a specific target country.
- 1.3 In the event that the client chooses to use the translation for any purpose other than that stipulated at the time the order was placed and for which it was delivered, the client waives its right to claim any compensation for damages from ASI.
- 1.4 If the client does not disclose the purpose of the translation to ASI, ASI shall execute the translation to the best of its knowledge and ability as if it were for information only (see item 1.2.2 hereinabove).
- 1.5 If the client requires the use of specific terminology, the client undertakes to inform ASI thereof at the time the quote is submitted or the order is placed and shall provide the necessary documentation at this time.
- 1.6 The client shall bear sole responsibility for the technical accuracy of the source text and for any linguistic ambiguities or inconsistencies contained therein.
- 1.7 ASI shall have the right to subcontract the order to a subcontractor with equivalent qualifications. In this case, however, ASI shall remain the sole contractor and the client’s sole contractual partner.
- 1.8 ASI’s name may appear in the credits of a published translation only if ASI has translated the entire text, and no changes to the translation have been made without ASI’s prior review and approval.
- 1.9 In the absence of any agreement to the contrary, the provisions of ISO 17100 shall apply.
- 2.1 The pricing (fees) of translations shall be determined according to ASI’s rates (fee schedule) that shall be applied to each specific type of translation.
The stipulated accounting unit (e.g., standard lines of 55 keystrokes, including spaces, in the target or source language; hourly rate; number of pages, etc.) shall be the basis for ASI’s invoice.
- 2.2 A cost estimate shall be considered binding only if it was submitted to the client in written form and based on the actual documents to be translated provided by the client. Any other cost estimate shall be deemed exclusively as a non-binding, approximate calculation.
- 2.3 Cost estimates shall be prepared based on ASI’s expert assessment and historic data. However, no guarantee can be made as to the actual costs that will ultimately be incurred by the client. If after an order is placed the cost of a translation increases by more than 10%, ASI shall immediately inform the client thereof. If unavoidable cost overruns of not more than 10% are incurred, a separate notification is not required, and these costs may be invoiced to the client without further ado based on the actual expense incurred.
- 2.4 Cost estimates that are provided without an opportunity to examine the documents to be translated are for convenience only and are not guaranteed in any way. Sentences 3 and 4 of item 2.3 shall not apply to cost estimates of this kind. If ASI does not issue a new cost estimate, the client undertakes to pay the actual cost of the translation in accordance with item 2.1.
- 2.5 In the absence of any agreement to the contrary, changes to the scope of the order or additional orders shall be invoiced commensurately in accordance with ASI’s fee schedule.
- 2.6 Commensurate surcharges that shall be agreed upon in written form prior to commencement of work by ASI shall be invoiced for rush and weekend assignments.
- 3.1 Agreement in written form by both contracting parties regarding the deadline for delivery shall prevail over any other agreement. If the delivery deadline is an integral component of the order accepted by ASI and the client is not prepared to accept a delayed delivery, the client must explicitly disclose this fact when the order is placed.
- 3.2 The prerequisites for compliance with the agreed delivery deadline are the timely receipt of all documentation to be provided by the client, adherence to the agreed payment terms, and any other client obligations that have been agreed between the contracting parties. If any of these prerequisites are not met in a timely manner, the delivery deadline shall be extended by the period of time that provision of the required documentation to ASI was delayed, the remittance of the agreed payment was delinquent, or performance of any of the client’s other obligations was delayed. If the delivery deadline is an integral component of the order, it shall be incumbent upon ASI to evaluate if the agreed delivery deadline can be complied with despite the client’s non-performance of its obligations as detailed hereinabove.
- 3.3 Failure on the part of ASI to comply with the delivery deadline shall entitle the client to withdraw from the contract only if the delivery deadline was explicitly agreed to be a fixed delivery deadline (see item 3.1 above) and the client has met all prerequisites as stipulated under item 3.2.
- 3.4 If the client exercises its right to withdraw from the contract, it undertakes to compensate ASI for any expenditure incurred for services already rendered by the date of withdrawal.
- 3.5 In the absence of any agreement to the contrary, ASI shall deliver a single copy of the translation via e-mail.
- 3.6 In the absence of any agreement to the contrary, the documentation provided to ASI by the client shall remain in ASI’s possession after delivery of the translation. ASI shall ensure that this documentation is kept in safe custody so that it is unaccessible to unauthorized parties, confidentiality obligations are not violated, and the documentation cannot be used in any way that is unlawful or that violates any agreements made between the contracting parties.
4 Force majeure
- 4.1 In the event of force majeure, ASI undertakes to promptly notify the client thereof. Force majeure shall entitle both ASI and the client to withdraw from the contract. However, in the event of withdrawal by either party, the client undertakes to compensate ASI for any services already rendered at the time of withdrawal.
- 4.2 Force majeure events include but are not limited to general strikes, acts of war, civil war, or occurrence of unforeseen events that verifiably and decisively impede ASI’s ability to complete the assignment pursuant to the agreement between the contracting parties.
- 5.1 All notices of defects regarding the correct rendering of the source text in the delivered translation must be made within six weeks of delivery of the same (date of the delivery e-mail, proper delivery to postal or courier services, date of telefax transmission). The client must provide an adequate written explanation of any perceived defects and provide evidence thereof (error log).
- 5.2 The client shall grant ASI a reasonable time frame to rectify any verifiable defects in the service(s) without further charge. If the client refuses to provide ASI with this opportunity, ASI shall not be held liable for any defects. If the defects are rectified by ASI within the time frame granted by the client, the client shall not be entitled to an abatement of the price.
- 5.3 If ASI permits the time frame granted to rectify any verifiable defects to lapse without doing so, the client shall be entitled to withdraw from the contract or to require an abatement of the price. Negligible errors in the translation do not entitle the client to withdraw from the contract or to require an abatement in price.
- 5.4 Warranty claims shall neither entitle the client to withhold agreed payments nor to offset payments against any other amounts owed.
- 5.5 For translations that are used for publication, ASI shall be held liable for defects only if the client has explicitly disclosed in writing in its purchase order that it intends to publish the text and if ASI is provided with galley proofs that comprise the final version of the text after which no changes whatsoever may be made. In this case, ASI shall be paid an appropriate fee for proofreading and corrections of the proofs, or ASI shall invoice the client at a reasonable hourly rate.
- 5.6 ASI shall not assume any liability whatsoever for defects if the source documents are difficult to read, illegible, or incomprehensible.
- 5.7 Requests for stylistic changes, adaptation to specific terminology (including but not limited to industry- or company-specific terminology), etc. shall not be considered as defects in the translation unless adequate reference material was provided to ASI at the time the order was placed or other agreements were made by the contracting parties.
- 5.8 ASI shall not assume any liability for defects for abbreviations or acronyms that are not disclosed or adequately explained by the client at the time the order is placed.
- 5.9 Numbers shall be reproduced exclusively on the basis of the source text. ASI shall not assume any liability for the conversion of numbers, dimensions, currencies, and the like.
- 5.10 ASI shall not assume any liability whatsoever for the proper transcription of names and addresses in document files that are not in Latin script. In such cases, the client is advised to provide names and proprietary names or titles separately, in Latin block capitals, together with the documents to be translated.
- 5.11 ASI shall not assume any liability whatsoever for its assignment of translators/interpreters, except for damage caused by willful intent or gross negligence in selecting the same.
- 5.12 ASI shall transmit target texts by means of data transfer (e-mail, FTP servers, etc.) using state-of-the-art technology. Due to the nature of technical environments, however, ASI shall not assume any liability for defects and impairments that may occur (such as introduction of viruses, damage to files, etc.), unless it is caused by gross negligence on the part of ASI.
6 Compensation for damages
- 6.1 Except where otherwise mandated by law, all claims for compensation for damages against ASI shall be limited to the (net) total amount stated in the relevant invoice. This limitation on compensation for damages shall not apply if damages were caused due to gross negligence or malicious intent, or in cases of personal injury.
ASI shall not assume any liability for consequential damages or loss of profit.
- 6.2 If ASI has procured liability insurance coverage for pecuniary losses, claims for compensation for damages shall be limited to the amount reimbursed by the insurance company in an insured event.
- 6.3 ASI undertakes to require its employees and subcontractors to keep the content of the translation confidential.
7 Retention of title
- 7.1 All documentation provided to the client in connection with the order shall remain the property of ASI until payment of all obligations arising from the contract has been made in full.
- 7.2 Any type of documentation that is not part of the order, such as parallel texts, software, prospectuses, catalogs, and reports, as well as all documentation that incurs costs, such as reference materials or lecture notes, shall remain ASI’s intellectual property and shall be protected by the relevant provisions under the law.
- 7.3 In the absence of any agreement to the contrary, translation memories and/or terminology databases that were set up over the course of an order or multiple orders shall remain ASI’s property.
- 7.4 In the absence of any agreement to the contrary, translation memories and/or terminology databases provided by the client shall remain the client’s property.
- 8.1 ASI shall not be obligated to verify if the client has the right to translate the source texts or to have them translated. The client represents and provides assurances that it holds all rights that are required to execute the order.
- 8.2 The client undertakes to indemnify, defend, and hold ASI harmless against any and all liability, claims, costs, or expenses arising from third-party claims for which the client is at fault due to violations of copyright, ancillary copyright, any other industrial or commercial property rights, or protected privacy rights, if they have been legally established by way of a judgment by an appropriate court of law. The contracting parties shall inform each other of any legal action taken by third parties in this regard.
- 9.1 If it has been agreed that the client shall pick up the translation product, and the translation product is not picked up in a timely manner, the client’s payment obligation shall commence on the date the translation product was made available for pick-up.
- 9.2 In the event of payment default, penalty interest in the amount of 8% above the prevailing base rate shall accrue pursuant to the Austrian Commercial Code (UGB), Section 352, and the Austrian General Civil Code (ABGB), Section 1322 (2).
- 9.3 In the event of failure to comply with the stipulated payment terms agreed between the client and ASI, e.g., payment on account, ASI shall be entitled to suspend work on the orders placed with it until the client has met its payment obligations. This shall also apply to orders for which a fixed delivery deadline was agreed (see item 3.1). In the event of suspension of work by ASI, no legal claims or entitlements of any kind shall accrue to the client, and ASI shall not be prejudiced in its rights in any way.
- 9.4 Cancellation terms for interpreting assignments:
• Cancellation up to one (1) month prior to the scheduled interpreting date: no cancellation fees (with the exception of any hotel or travel costs already incurred)
• Cancellation as of two (2) weeks prior to the scheduled interpreting date: 50% of total costs plus any expenses incurred (hotel and/or travel costs already incurred)
• Cancellation as of one (1) week prior to the scheduled interpreting date: 100% of total costs plus any expenses incurred (hotel and/or travel costs already incurred)
10 Duty to maintain confidentiality
- 10.1 ASI shall maintain confidentiality and shall also require its employees and subcontractors to maintain confidentiality to the same extent.
11 Severability clause
- 11.1 Should any of the individual provisions of these General Terms and Conditions be or become invalid, this shall not otherwise affect the validity or enforceability of the contract as a whole. In the event that a clause is or becomes invalid or unenforceable, the contracting parties undertake to replace this clause by a legally valid, effective, and enforceable clause that most closely reflects the original business purpose of the provision to be replaced.
12 Written form
- 12.1 Any and all amendments or additions to these General Terms and Conditions and all other agreements and understandings by and between the client and ASI shall be made in written form.
13 Governing law and legal venue
- 13.1 Place of performance for all contractual relationships that are governed by these General Terms and Conditions shall be the business domicile of ASI. The court that has material jurisdiction in Vienna (Innere Stadt) shall be called upon to rule on any disputes arising from this contractual relationship. It is deemed agreed that Austrian law shall apply to the terms and conditions of this agreement under the exclusion of its conflict of law rules and the UN Convention on Contracts for the International Sale of Goods.